Consolidated Financial Statements of the F.I.L.A. Group
Separate Financial Statements of F.I.L.A. S.p.A.
29
Other Information
Management and control
The Company is not considered under the management and control of the parent Pencil S.p.A. in
accordance with Article 2497-bis of the Civil Code.
Treasury shares
At December 31, 2016, the Company did not hold any treasury shares.
Research and development
The Research and Development Department of the F.I.L.A. Group carries out activity in this regard
and comprises a team of 12 dedicated employees operating within the production facilities.
The Research and Development Department avails of, where necessary, the support of technicians and
production staff for the execution and verification of specific projects.
Specifically, research and development is carried out principally in Europe and in Central America.
These operations are performed by expert technicians, who receive ongoing upskilling through
targeted training.
Research and development focuses essentially on the following:
research and design of new materials and new technical solutions for product and packaging
innovations;
product quality testing;
comparative analyses with competitor products in order to improve
product efficiency;
research and design for production process innovation in order to improve efficiency.
Consolidated Financial Statements of the F.I.L.A. Group
Separate Financial Statements of F.I.L.A. S.p.A.
30
Over recent years, the projects created by the dedicated research and development team have led to
the creation of innovative products, such as new formulas for modelling clay, new plastic materials,
new designs for paint and watercolour boxes, new industrial segment products and the polymer
(“woodfree”) pencil. The team, in order to guarantee compliance with physical and chemical
specification rules, constantly monitors the development of product regulations (such as, for example
purposes, those concerning the use of preservatives), amending the formulas or developing new
formulas for altered products.
Research costs in 2016 incurred by the F.I.L.A. Group totalled Euro 488 thousand (Euro 701
thousand
in 2015), of which Euro 344 thousand concerning Grupo F.I.L.A.- Dixon, S.A. de C.V. (Mexico) and
Euro 144 thousand concerning the Parent F.I.L.A. S.p.A. and were entirely charged to the income
statement.
In 2016, research and development costs were not capitalised as the requirements of IAS 38 had not
been satisfied.
Transactions with Related Parties
For the procedures adopted in relation to transactions with related parties, also in accordance with
Article 2391-bis of the Civil Code, reference should be made to the procedure adopted by the Parent
pursuant to the Regulation approved by Consob with motion No. 17221 of March 12, 2010 and
subsequent amendments, published on the website of the company
www.filagroup.it
in the
“Governance” section.
Consolidated Financial Statements of the F.I.L.A. Group
Separate Financial Statements of F.I.L.A. S.p.A.
31
Significant Events in the year
On January 4, 2016, the period for the exercise of the “F.I.L.A. S.p.A. Market Warrants”
concluded. Overall, 8,153,609 Market Warrants were exercised between December 1, 2015
and January 4, 2016 (“Deadline” as communicated by the Issuer on December 1, 2015)
against the subscription of 2,201,454 ordinary shares. As established by paragraph 5.1 of the
“F.I.L.A. S.p.A. Market Warrants” Regulation, the remaining 22,685 unexercised “F.I.L.A.
S.p.A. Market Warrants” are
cancelled and entirely invalid;
On February 3, 2016, F.I.L.A. S.p.A. acquired 100% of the entire share capital - comprising
“ordinary shares” and “preference shares” - of Renoir TopCo Ltd, the holding company of the
Daler-Rowney Lukas Group, from the private equity fund Electra Partners LLP and the
management team of Daler-Rowney.
The Daler-Rowney Group has produced and distributed since 1783 materials and accessories
for the art & craft sector. With a direct presence in the UK, the Dominican Republic
(production), Germany and the USA (distribution), Daler-Rowney Lukas appeals to a wide
consumer base and presents a perfectly complementary range to that of F.I.L.A. S.p.A.. In the
US, Daler-Rowney Lukas since 2009 has been the principal supplier of art materials to
Walmart.
The acquisition of the entire share capital of Renoir TopCo Ltd involved total consideration
of Euro 80.8 million, of which Euro 2.6 million as payment for the “ordinary shares”, Euro
12.7 million as payment for the “preference shares” and Euro 65.5 million for redemption of
the Loan Notes held by the sellers, in addition to the price adjustment of Euro 0.3 million in
March 2016, in accordance with the purchase contract.
The acquisition of the Daler-Rowney Lukas Group represents a further concrete step towards
FILA’s strengthening of its presence on the art & craft market, significantly increasing
distribution and commercial synergies with the colour and
creative instruments market,
in line
with F.I.L.A. S.p.A.`s acquisition-led growth strategy.
The integration with the Daler-Rowney Lukas Group is undertaken in fact to tap into
significant cost synergies - through optimising the production structure, the sales force and
overhead costs - in addition to revenue synergies through increasing the sales of the Group’s
products.
The operation was entirely financed through a medium-term bank loan, issued in February
2016, by Unicredit S.p.A., Intesa Sanpaolo S.p.A., Mediobanca Banca di Credito Finanziario