Consolidated Financial Statements of the F.I.L.A. Group
Separate Financial Statements of F.I.L.A. S.p.A.
109
Reference should be made to the paragraph: “Statement of Financial Position” for comments relating
to the Net Financial Position of the F.I.L.A. Group.
Note 12 - Share Capital and Equity
Share Capital
The subscribed and paid-in share capital at December 31, 2016 of the parent F.I.L.A. S.p.A., fully
paid-in, comprises 41,232,296 shares, as follows:
-
34,665,788 ordinary shares, without nominal value;
-
6,566,508 class B shares, without nominal value, which attribute 3 votes exercisable at the
Shareholders’ Meeting (ordinary and extraordinary) of F.I.L.A. S.p.A..
The breakdown of the share capital of F.I.L.A. S.p.A. is illustrated below.
No. of Shares
% of Share Capital
Listing
Ordinary shares
34,665,788
84.07%
MTA - STAR Segment
Class B Shares (multiple votes)
6,566,508
15.93%
Non-listed
According to the available information, published by Consob and updated to December 31, 2016, the
main parent shareholders were:
Shareholder
Ordinary shares
%
Pencil S.p.A.
13,133,032
37.9%
Venice European Investment Capital S.p.A.
3,916,291
11.3%
Sponsor
1,800,000
5.2%
Market Investors
15,816,465
45.6%
Total_34,665,788_Shareholder_Ordinary_shares_Class_B_Shares_Total_Voting_rights'>Total
34,665,788
Shareholder
Ordinary shares
Class B Shares
Total
Voting rights
Pencil S.p.A.
13,133,032
6,566,508
19,699,540
60.4%
Venice European Investment Capital S.p.A.
3,916,291
3,916,291
7.2%
Sponsor
1,800,000
1,800,000
3.3%
Market Investors
15,816,465
15,816,465
29.1%
Total
34,665,788
6,566,508
41,232,296
Each ordinary share attributes voting rights without limitations.
Consolidated Financial Statements of the F.I.L.A. Group
Separate Financial Statements of F.I.L.A. S.p.A.
110
Each class B share attributes three votes, in accordance with Article 127-
sexies of Legislative Decree
No. 58/1998.
Legal Reserve
The account at December 31, 2016 amounts to Euro 7,434
thousand, following reconstitution in 2016
to reach one-fifth of the share capital in accordance with statutory rules (Article 2431 of the Civil
Code) and in execution of the Shareholders’ Meeting motion approving the financial statements of the
parent F.I.L.A. S.p.A. of April 29, 2016.
Share premium reserve
The account at December 31, 2016 amounts to Euro 65,349 thousand (Euro 109,879 thousand at
December 31, 2015), decreasing Euro 44,530 thousand.
The decrease relates to the following events:
the utilisation of part of the reserve for Euro 41,599 thousand in coverage of the 2015 loss
(Euro 41,086 thousand) and in coverage of the residual losses for years preceding 2015 (Euro
513 thousand) of the parent F.I.L.A. S.p.A., as per Shareholders’ Meeting motion of April 29,
2016;
the utilisation of part of the reserve against the full constitution of the legal reserve for Euro
7,434 thousand, as per Shareholders’ Meeting motion of April 29, 2016;
the restoration of the market warrants reserve contributed by the company Space S.p.A. in
2014, representing the fair value of market warrants at the date of initial recognition (Euro
4,503 thousand). This restoration follows the conclusion of the market warrant exercise
period with their effective exercise by January 4, 2016.
We highlight in addition the restriction on the distribution of a portion of the share premium reserve
related to the revaluation of the investment held in the company Writefine Products Private Ltd (Euro
15,052 thousand), in accordance with Article 6, paragraph 1, letter a) of Legislative Decree No. 38 of
February 28, 2015, following the purchase of the majority shareholding.
Market Warrants
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”
Consolidated Financial Statements of the F.I.L.A. Group
Separate Financial Statements of F.I.L.A. S.p.A.
111
Regulation, the remaining 22,685 unexercised “F.I.L.A. S.p.A. Market Warrants” are cancelled and
entirely invalid.
Sponsor Warrants
At December 31, 2016, no sponsor warrants had been exercised.
IAS 19 Reserve
Following the application of IAS 19, the equity reserve is negative for Euro 3,303 thousand, while at
December 31, 2015 negative for Euro 1,361 thousand.
Other Reserves
At December 31, 2016, the reserve is negative for Euro 23,026 thousand, increasing Euro 4,285
thousand on
December 31, 2015. This is as a joint effect of the portion reclassified from “Retained
earnings/accummulated (losses)” for Euro 3,823 thousand and the reserve set up to incorporate the
Fair Value change of hedging instruments undertaken by F.I.L.A. S.p.A.. At December 31, 2016, the
re-expression of the Fair Value of the IRS’s of F.I.L.A. S.p.A. and treated as derivative hedges
amounts to Euro 462 thousand.
Translation difference
The account refers to the exchange differences relating to the translation of the
financial statements of
subsidiaries prepared in local currencies and converted into Euro as the consolidation currency.
The changes in the “Translation Difference” in 2016 are illustrated below:
Euro thousands
December 31, 2015
(379)
Changes in the year:
Difference between Period Average Rate and Year-End Rate
731
Difference between Historical Rate and Year-End Rate
(11,256)
December 31, 2016
(10,904)
Change
(10,525)
TRANSLATION DIFFERENCE