From the Sector

The acquisition of the automotive business of Borgers, announced in January 2023, has been completed with effect from April 1, 2023, following receipt of all antitrust approvals. As a result, Autoneum now operates 67 production facilities worldwide and employs around 16 100 people in 24 countries. With the acquisition of the long-established German company, Autoneum is further expanding its global market leadership in sustainable acoustic and thermal management of vehicles. For the planned capital increase of around CHF 100 million for the long-term financing of the acquisition, the shareholders approved the creation of a capital band.

The purchase agreement signed on January 6, 2023, to acquire the assets of the insolvent Borgers companies by Autoneum could be completed. As a result, Autoneum will take over the assets of the Borgers companies in Germany and the shares in the subsidiaries in France, Poland, Sweden, Spain, the Czech Republic, the United Kingdom and the USA as well as in the company in Shanghai, China, with effect from April 1, 2023. As already communicated, the enterprise value paid amounts to EUR 117 million.

The product and customer range of Borgers Automotive, the specialist for textile acoustics protection, insulation and trim for vehicles, ideally complements Autoneum’s sustainable product portfolio. Particularly with the wheel arch liner and trunk lining product lines as well as the truck business, Autoneum’s global presence offers further potential for profitable growth also outside Europe. In addition, Borgers has more than 150 years of experience in recycling textile materials. In the 2022 financial year, the Borgers Group – excluding the mechanical engineering division which was already sold in the summer of 2022 – generated expected annual revenue of around EUR 700 million and employed around 4 500 employees worldwide. Autoneum has agreed new pricing and delivery terms with Borgers’ customers, which will ensure both sustainable profitability and the further development of technologies and processes.

From April 1, the former Borgers sites in Germany will be part of Autoneum Germany GmbH, which has been in existence for many years. The other subsidiaries worldwide will gradually be renamed Autoneum.

At the Annual General Meeting of Autoneum Holding Ltd on 24th March 2023, a clear majority of the shareholders approved the introduction of a capital band in the amount of approximately CHF 100 million net proceeds to finance the acquisition of Borgers Automotive. The proposal to waive the payment of a dividend for the 2022 financial year in view of the lower net result was also approved. In addition, Board member Rainer Schmückle as well as CEO Matthias Holzammer were given a farewell.

221 shareholders attended today’s Annual General Meeting of Autoneum Holding Ltd in Winterthur. 66.48 percent of the share capital was represented.

The shareholders approved the Annual Report, the Annual Financial Statements and the Consolidated Financial Statements for 2022. The proposal of the Board of Directors to waive the payment of a dividend for the financial year 2022 due to the lower net result was also approved by the Annual General Meeting.

In addition, the shareholders of Autoneum Holding Ltd granted discharge to all members of the Group Executive Board and the Board of Directors by a large majority of votes.

Chairman Hans-Peter Schwald and the other members of the Board of Directors Liane Hirner, Norbert Indlekofer, Michael Pieper, Oliver Streuli and Ferdinand Stutz were confirmed in office for another year. Hans-Peter Schwald, Norbert Indlekofer, Ferdinand Stutz and Oliver Streuli were re-elected to the Compensation Committee.

The consultative vote on the 2022 remuneration report was approved by 85.55%. The proposals for the remuneration of the Board of Directors and the Group Executive Board for the 2023 financial year as well as the other proposals were also approved by a large majority.

With 99.03%, a clear majority of the shareholders approved a capital band authorizing a capital increase of approximately CHF 100 million net proceeds. The purpose of the capital increase is to partially finance the acquisition of the automotive business of the Borgers Group announced by Autoneum on January 9, 2023. The Annual General Meeting also approved the other proposals of the Board of Directors for partial amendments to the Articles of Association.

Rainer Schmückle did not stand for re-election. He had been Vice Chairman of the Board of Directors, Chairman of the Audit Committee and member of the Strategy and Sustainability Committee since Autoneum became independent in 2011. CEO Matthias Holzammer, who will leave Autoneum for family reasons, was also bid farewell.

At the same time, Hans-Peter Schwald welcomed the new CEO Eelco Spoelder, who will take over the management of the Group from Matthias Holzammer on March 27, 2023: "With Eelco Spoelder, Autoneum gains an accomplished leader with many years of experience in the automotive supply industry. At Faurecia and previously at Continental, Mr. Spoelder has successfully proven that he can ensure strategic continuity and operational excellence even in a difficult market environment. I and the other members of the Board of Directors warmly welcome Eelco Spoelder and look forward to our future cooperation."

• Sales of CHF 1 510.9 million,
• Order intake of CHF 1 157.3 million in 2022; order backlog of around CHF 1 540 million as of December 31, 2022
• EBIT margin of 2.1%
• Implementation of action plan to increase profitability ongoing
• Dividend of CHF 1.50 per share proposed

With record sales of CHF 1 510.9 million, Rieter achieved an increase of 56% compared with the previous year (2021: CHF 969.2 million). In the second half of 2022, especially in the fourth quarter, the measures introduced to address material bottlenecks had a positive impact. Consequently, sales increased to CHF 890.3 million compared with the first six months (first half-year 2022: CHF 620.6 million).

Order intake was CHF 1 157.3 million in 2022 (2021: CHF 2 225.7 million) and thus remained at a high level thanks to the company’s technological lead and broad international presence. The market situation, especially in the second half of 2022, was characterized by investment restraint and below-average capacity utilization at spinning mills due to geopolitical uncertainties, rising financing costs, and consumer reticence in important markets.
The company had an order backlog of around CHF 1 540 million at the end of 2022, which thus extends into 2023 and 2024.

The profit at the EBIT level in the 2022 financial year was CHF 32.2 million (2021: CHF 47.6 million). The result was strongly influenced by substantial cost increases, which could only be offset in part through price increases or other remedial measures. In addition, to compensate for material shortages, expenses were incurred in connection with the development of alternative solutions, and in relation to the acquired businesses.

Completion of the Acquisition
Rieter consolidated the acquired automatic winding machine business with effect from April 1, 2022. This acquisition completes Rieter’s system offering in the largest market segment of ring and compact spinning, thus significantly strengthening the company’s market position.

Action Plan to Increase Profitability
Implementation of the action plan to increase profitability is ongoing. With regard to the margins for the order backlog, which remains high, the already implemented price increases in combination with a positive trend in costs, particularly in logistics, are having a favorable impact. In addition, progress was made in eliminating material bottlenecks and reducing expenses for the three acquired businesses.

Dividend
The Board of Directors proposes to the shareholders the distribution of a dividend of CHF 1.50 per share for 2022. This corresponds to a payout ratio of 56%.

Outlook
For the coming months, Rieter expects below-average demand for new equipment at first, with a revival expected in the second half of 2023 after ITMA, the leading trade fair in Milan (Italy). Rieter also believes that demand for consumables, wear & tear and spare parts will recover during 2023.
For the 2023 financial year, due to the high order backlog, Rieter anticipates sales in the order of magnitude of the previous year.
The realization of sales from the order backlog continues to be associated with risks in connection with the ongoing geopolitical uncertainties, rising financing costs, continuing bottlenecks in the supply chains, and possible, currently unforeseeable consequences of the earthquake in Türkiye in February 2023. Despite the price increases already implemented, further global cost increases continue to pose a risk to the growth of profitability. Rieter will specify the outlook in the 2023 semi-annual report.

Nils Andersen will step down as Chair and member of the Supervisory Board of AkzoNobel to accept a new board position outside of the company.

Commenting on the announcement, Byron Grote, Deputy Chair of the Supervisory Board, said: “We congratulate Nils Andersen on his new opportunity and at the same time we deeply regret to see him go. Nils stepped into the role of Chair of the Supervisory Board during a very turbulent time. His extensive international experience in different industries and his broad business insight have helped guide AkzoNobel’s transformation into a frontrunner in the paints and coatings industry. The company’s relationship with its shareholders and other stakeholders significantly improved under his leadership.”

Nils Andersen will step down at the Annual General meeting to be held in April 2023. The Supervisory Board will announce a successor, to be nominated for appointment at the next AGM, in due course.

Highlights Grow & Deliver (compared with Q3 2021)

• Revenue up 19% and 14% higher in constant currencies1, pricing up 13%
• ROS2 at 6.4% (2021: 10.0%), resulting from lower volumes and higher raw material and freight costs, as well as inflation on operating expenses
• Adjusted EBITDA at €283 million (2021: €325 million)
• Q4 2022 adjusted operating income expected below €150 million

Highlights Q3 2022 (compared with Q3 2021)

• Pricing up 13%, offsetting the increase of raw material and other variable costs. Volumes 5% lower, mainly due to destocking in the distribution channels in Decorative Paints in Europe and in Performance Coatings, as well as lower market demand in China
• Operating income at €168 million (2021: €226 million), includes €16 million negative impact from Identified items (2021: €15 million net negative impact) and €17 million negative from the retrospective hyperinflation impact of the first half-year of 2022. OPI margin 5.9% (2021: 9.4%)
• Adjusted operating income3 at €184 million (2021: €241 million); excluding the retrospective impact of hyperinflation accounting at €201 million
• Net cash from operating activities decreased to an inflow of €126 million (2021: inflow of €290 million)
• Net income attributable to shareholders at €84 million (2021: €164 million)
• EPS from total operations at €0.48 (2021: €0.89); adjusted EPS from continuing operations at €0.57 (2021: €0.93)
• Interim dividend of €0.44 per share (2021: €0.44 per share)

AkzoNobel CEO, Thierry Vanlancker, commented: “Our €201 million adjusted operating income excluding the retrospective impact of hyperinflation accounting bring our Q3 results in line with the market update issued at the end of September. Sharply increased macro-economic uncertainties negatively impacted consumer confidence. This resulted in destocking across several distribution channels in decorative paints Europe and performance coatings, while the market in China was impacted by the ongoing zero COVID-19 policy. Thanks to the strong commitment of our teams, we continue to offset the impact of raw material and freight cost inflation with pricing. We’ve now delivered cumulative pricing of 22% over the last two years. The macro-economic turbulence is expected to continue well into next year. We’ve therefore decided to suspend our targets for 2023 and will provide further guidance when announcing our full-year 2022 results. In the meantime, we will continue to focus on our margin management and cost reduction initiatives.”

Huntsman Corporation (NYSE: HUN) announced it has entered into a definitive agreement to sell its Textile Effects division to Archroma, a portfolio company of SK Capital Partners.  The total enterprise value of the transaction is approximately $718 million, which includes the assumption of approximately $125 million in net underfunded pension liabilities as of December 31, 2021. The acquisition is being partially funded with preferred equity, of which Huntsman is taking up to $80 million, an amount SK Capital Partners will seek to syndicate prior to the transaction closing.

Over the last twelve months ending June 30, 2022, the Textile Effects division reported sales of $772 million and adjusted EBITDA of $94 million. Huntsman anticipates cash taxes on the transaction of approximately $50 million. Huntsman intends to report Textile Effects as discontinued operations beginning in the third quarter of 2022. The transaction is subject to regulatory approvals and other customary closing conditions and is expected to close in the first half of 2023.       

Peter Huntsman, Chairman, President, and CEO commented:

"Over the past seven months, we have conducted a comprehensive strategic review of our Textile Effects division, including detailed discussions with a wide range of relevant parties. After evaluating several different options and thoroughly reviewing prospective offers for the business, our Board of Directors decided that SK Capital would be a better owner of the business over the long-term than Huntsman and that the value they offered was in the best interests of our shareholders. After closing, Textile Effects will combine with SK Capital's Archroma business to create a world leader in textile chemicals and dyes, with a leadership in sustainability and innovation.

"We expect the cash proceeds from this divestiture to be deployed in-line with our current balanced capital allocation program which includes strategic investments and acquisitions to further strengthen our core businesses as well as returning cash to shareholders through both our dividend and share repurchase program."

Minimum dividend of EUR 4.50 per share as of the 2023 financial year

Having concluded its strategy update, the Managing Board of Lenzing AG decided to revise its dividend policy today. This demonstrates Lenzing’s confidence in its ambitious growth plans and its ability to consistently providing attractive dividends to shareholders.

As of the 2023 financial year (with payment scheduled for 2024), Lenzing plans to pay an annual dividend of at least EUR 4.50 per share (adjusted for inflation for the years thereafter). The revised dividend policy is subject to the approval of the Supervisory Board.

The payment of the dividend in any year will be subject to the specific dividend proposals of the Managing Board and the Supervisory Board. These proposals may deviate from the new dividend policy if appropriate under the then prevailing circumstances and will be subject to the approval of the Annual General Meeting.

• Lectra’s Annual Shareholders’ Meeting held on April 29 appointed two new Directors, Ross McInnes and Hélène Viot Poirier, for a four-year term.
• They both become members of Lectra’s Audit Committee, Nominations Committee and Strategic Committee. Hélène Viot Poirier also becomes a member of the new CSR Committee.

 A major global player in the fashion, automotive and furniture markets, Lectra designs industrial intelligence solutions – software, equipment, data and services – that enable the digital transformation of its customers.
 
In 2017, Lectra launched its Lectra 4.0 strategy with the aim of making the company a key Industry 4.0 player in its markets by 2030. As part of its 2017-2019 roadmap, Lectra successfully integrated key technologies for Industry 4.0 and software solutions in SaaS mode into its offers. The company’s 2020-2022 roadmap should enable it to leverage the full potential of its new offers while ensuring the sustainable and profitable growth of its business.
 
Daniel Harari, Chairman and Chief Executive Officer of Lectra, says: “We are delighted to welcome Ross McInnes and Hélène Viot Poirier to Lectra’s Board of Directors. Through Ross McInnes’ appointment, we will benefit from his extensive experience as a director of listed companies and his knowledge of Lectra’s challenges, as well as his expertise in strategy, management, finance, and governance. Hélène Viot Poirier has extensive knowledge of the digital world and the fashion market. Her appointment will enable the Board of Directors to benefit from her expertise in acquisition strategy, management and the development of environmentally responsible products”.
 
In the last five years, Ross McInnes has been a member of Lectra’s Board of Directors, and a member of the Audit Committee, the Compensation Committee and the Strategic Committee. This first mandate came to an end in April 2020. Ross McInnes is a graduate of the University of Oxford.
 
Since 2020, as an Independent Senior Advisor, she has supported strategic internal and external growth projects in the fashion, digital and consumer goods sectors. Hélène Viot Poirier is a graduate of HEC Paris.

Highlights Grow & Deliver (compared with Q1 2021)

• Revenue up 12% and 10% higher in constant currencies¹, driven by strong pricing (up 17%)
• ROS² at 9.1% (2021: 13.6%), resulting from continued raw material and freight costs inflation and supply constraints
• Adjusted EBITDA at €317 million (2021: €391 million)

Highlights Q1 2022 (compared with Q1 2021)

• Pricing initiatives more than offset the increase of raw material and other variable costs (including freight), which combined increased €334 million compared with Q1 2021. Volumes 7% lower
• Operating income at €232 million (2021: €303 million), includes €2 million net positive impact from identified items (2021: €4 million net negative impact). OPI margin 9.2% (2021: 13.4%)
• Adjusted operating income³ at €230 million (2021: €307 million)
• Net cash from operating activities decreased to negative €102 million (2021: negative €31 million)
• Net income attributable to shareholders at €154 million (2021: €217 million)
• EPS from total operations at €0.87 (2021: €1.15); adjusted EPS from continuing operations at €0.86 (2021: €1.18)

¹ Constant currencies calculations exclude the impact of changes in foreign exchange rates
² Return on sales (ROS) is adjusted operating income as percentage of revenue
³ Adjusted operating income = operating income excluding identified items

See attached document for full report.

• All motions approved

The Corona Virus also had an impact on the 131st Annual General Meeting of Rieter Holding Ltd., Winterthur, on Thursday, April 7, 2022.

Based on Article 27 of Regulation 3 on measures to combat the Corona Virus (COVID-19), the Board of Directors of Rieter Holding Ltd. decided that shareholders can exercise their voting rights exclusively by authorizing the independent proxy. Shareholders therefore could not attend the Annual General Meeting in person. The Annual General Meeting was held on the premises of Rieter Holding Ltd. at the company’s headquarters in Winterthur.

At the Annual General Meeting of Rieter Holding Ltd. on April 7, 2022, the independent proxy represented a total of 1 986 shareholders who hold 64.4% of the share capital.

The shareholders approved the proposal of the Board of Directors to distribute a dividend of CHF 4.00 per share. In addition, they approved the proposed maximum total amounts of the remuneration of the members of the Board of Directors and of the Group Executive Committee for fiscal year 2023.

The Chairman of the Board, Bernhard Jucker, and the members of the Board of Directors Hans-Peter Schwald, Peter Spuhler, Roger Baillod and Carl Illi were confirmed for an additional one-year term of office. Sarah Kreienbühl and Daniel Grieder were newly elected to the Board of Directors for a one-year term of office.

Furthermore, Hans-Peter Schwald and Bernhard Jucker, the members of the Remuneration Committee who were standing for election, were also each re-elected for a one-year term of office. Sarah Kreienbühl was newly elected to the Remuneration Committee and is taking over the chair.

Shareholders also adopted all other motions proposed by the Board of Directors, namely the approval of the annual report, the financial statements and the consolidated financial statements for 2021, and formal approval of the actions of the members of the Board of Directors and those of the Group Executive Committee in the year under review. In addition, the authorized capital was extended for a further two years.