IBERDROLA SHAREHOLDERS APPROVE CHAIRMAN GALAN’S MANAGEMENT OF THE COMPANY
| FULL INFORMATION ON THE 2015 SHAREHOLDER DAY |
IBERDROLA chairman Ignacio Galán today addressed shareholders at the Annual General Meeting in Bilbao, highlighting achievements over the past decade in which international expansion enabled the Company to quadruple assets and multiply shareholder returns by 2.5. Shareholders at the AGM held at the Euskalduna Palace, representing more than 78% of IBERDROLA capital, approved all resolutions on the agenda with an ample majority.
The IBERDROLA chairman said corporate strategy had consolidated a long-term business model that had not only achieved financial objectives but also generate progress and well-being in the countries where it operates through supplier purchases, investments and job creation. All this, with quality of electricity supply and respecting the environment.
Improved results and 30.1% shareholder return
Ignacio Galán said 2014 results, presented in February, had surpassed Group expectations with an Ebitda of €6,964.5 million and net earnings of €2,326.5 million. Cost efficiency measures and the product of international investments enabled the Company to mitigate the impact of regulatory measures in Spain.
He highlighted achievements in reducing debt by around €1.5 billion in 2014 to €25,344 million, thereby advancing towards the 2016 objective of a level below €25 billion.
This performance, fruit of efficient operating and financial management, enabled the Company to propose to the AGM remuneration to shareholders of €0.27 per share gross against the 2014 results. Added to the €0.127 gross per share distributed last December, the total in July will come to at least €0.143 gross per share. Added to this, there is a€0.05 gross per share AGM attendance bonus (€5 per 1,000 shares).
“I am extremely happy to tell you that in 2014 total shareholder returnNote (1) came to 30.1%, far above our European competitors and the leading stock indices such as the Eurostoxx Utilities or Ibex 35; Galán said, noting that IBERDROLA shares have risen 8% so far in 2015.
Commitment to the community
Ignacio Galán said: “today more than ever, IBERDROLA is at the service of the community, public interest and individuals’ real needs, in line with the times and deeply engaged with the demands of society.” He underlined IBERDROLA’s firm commitment to economic development in the regions where it operates.
The Company annually invests around €3 billion and purchases more than €5.4 billion from more than 18,000 suppliers, providing employment for 350,000 professionals taking into account direct, indirect and induced employment. It also contributes €5.5 billion annual in taxes, both on its own behalf and on that of third parties, plus €5 billion in indirect and induced contributions, placing the total at around €10.5 billion around the world. Of this, Spain accounts for €3,292 millionNote (2).
Ignacio Galán paid tribute to IBERDROLA staff, which he described as the Company’s principal asset. In 2014 the Company hired 1,800 people to bring to total payroll close to 30,000, and promoted 2,300, as well as stimulating international mobility for more than 200 and allocating more than 40 hours/year to training.
He also referred to the growing presence of women in the Company, having multiplied by four in the past 10 years. The Group has the largest percentage of women in its Board of Directors among major Ibex 35 companies and all its Board committee are chaired by women. IBERDROLA’s lead director is also a woman: Inés Macho Stadler.
Referring to the Company’s contribution to sustainable economic and social development, Galán said it assigned €170 million to R&D+i in 2014 related mostly to smart grids, clean energy generation and marine energy. According to the European Commission, IBERDROLA is the most innovative Spanish utility.
Leadership in corporate governance
Galán also noted the updated Corporate Governance System presented today to a shareholder vote, and highlighted the fact that the Board is actively engaged in its permanent perfection, and to adapting it to international best practices.
In this respect, IBERDROLA won recent recognition with the World Finance Corporate Governance Award 2014 as the Spanish company with the best corporate governance and the Ethical Boardroom Corporate Governance Award for the European utility that best develops corporate governance norms.
Galán recalled that amendments approved today largely reflect an intention to give shareholders a central relevance in the Company’s corporate governance, incentivise their involvement and reinforce their rights. This is enshrined in the Shareholder Engagement Policy approved by the Board of Directors last February.
“These initiatives reflect our vision of the public interest, incorporating sustainability and IBERDROLA’s vocation of creating long-term shareholder value, taking into account the interests of other groups involved in its business activity and institutional role, including employees and communities where it operates,” Galan said.
As a result, the Company complied with practically all the recommendations under the new Unified Corporate Government Code set out by the National Securities Market Commission (CNMV). These initiatives also include IBERDROLA’s Compliance System, which seeks to prevent, detect and react to actions contrary to its Ethics Code. In this respect, IBERDROLA has been recognized in the Annual Compliance Awards, the Women in Compliance Awards and by the Ethisphere Institute which ranks it among the most ethical companies in the world and the only Spanish company in its listing.
2014-2016 outlook and main projects
Galán gave shareholders a status account of the 2014-2016 Outlook which is founded on nearly 80% of investments on regulated businesses, increased operating efficiency, strengthening finances with improved ratios and maintaining a policy of sustainable remuneration for shareholders.
Among leading projects in coming years, he highlighted the following:
The integration of IBERDROLA USA and UIL Holdings
The IBERDROLA chairman referred also to approval by the Boards of IBERDROLA SA and IBERDROLA USA of the transaction integrating the latter company with UIL Holdings Corporation, whose board has also approved the operation and recommended it to shareholders. The transaction will create a company in which the IBERDROLA Group will hold 81.5%, and will trade on the New York stock exchange. The integration is subject to approval by shareholders of UIL Holdings Corporation and the relevant regulatory authorizations.
“Assuming completion, it will create a major US electricity group by networks assets,” Galán said. He added that in 2014 pro-forma terms, the new subsidiary would have approximately $31 billion in assets, $2,014 million in Ebitda and net earnings of $570 million.
Its customer base would be around 10 million people through 3.1 million points of supply with an installed capacity of 6,684 MW. “The new subsidiary can be expected to contribute about 30% to Group earnings in the future”, Galán added.
Growth projections for 2015
The IBERDROLA chairman offered shareholders a projection of earnings for this year, expressing optimism based on an improved business environment on the Company’s efforts to optimise operating and financial performance and on the solid progress of projects under way.
“If our expectations prove correct, we see both Ebitda and net earnings exceeding last year’s levels, enabling us to continue offering annual shareholder remuneration of at least €0.27 per share,” he said.
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Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this communication regarding matters that are not historical facts, are forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995). These include statements regarding management’s intentions, plans, beliefs, expectations or forecasts for the future. Such forward-looking statements are based on our expectations and involve risks and uncertainties; consequently, actual results may differ materially from those expressed or implied in the statements. In addition, risks and uncertainties related to the proposed merger with UIL include, but are not limited to, the expected timing and likelihood of completion of the pending merger, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the pending merger that could reduce anticipated benefits or cause the parties to abandon the transaction, the ability to successfully integrate the businesses, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the possibility that UIL’s shareowners may not approve the merger agreement, the risk that the parties may not be able to satisfy the conditions to the proposed merger in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the proposed merger, and the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Iberdrola USA to retain and hire key personnel and maintain relationships with its suppliers, and on its operating results and businesses generally.
New factors emerge from time to time and it is not possible for us to predict all such factors, nor can we assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. These risks, as well as other risks associated with the merger, will be more fully discussed in the proxy statement/prospectus that will be included in the Registration Statement on Form S-4 that will be filed with the SEC in connection with the merger. Forward-looking statements included in this release speak only as of the date of this release. Neither UIL nor Iberdrola USA undertakes any obligation to update its forward-looking statements to reflect events or circumstances after the date of this release.
Additional Information and Where to Find It
Iberdrola USA, Inc. will file with the United States Securities and Exchange Commission (“SEC”) a registration statement on Form S-4, in which a proxy statement will be included as a prospectus, and other documents in connection with the proposed merger. The UIL Holdings Corporation (“UIL”) proxy statement/prospectus will be sent to the stockholders of UIL.
STOCKHOLDERS OF UIL ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, AND ANY OTHER FILINGS THAT MAY BE MADE WITH THE SEC IN CONNECTION WITH THE MERGER WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. The registration statement and proxy statement/prospectus and other documents which will be filed by Iberdrola USA, Inc. with the SEC, when filed, will be available free of charge at the SEC’s website atwww.sec.gov, on Iberdrola USA, Inc.’s website at http://www.iberdrolausa.com or by contacting Iberdrola’s Investor Relations department. Such documents are not currently available. You may also read and copy any reports, statements and other information filed by Iberdrola USA, Inc. and UIL with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC’s website for further information on its public reference room. Certain executive officers and directors of UIL have interests in the proposed transaction that may differ from interests of stockholders generally, including benefits conferred under retention, severance and change in control arrangements and continuation of director and officer insurance and indemnification. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.]
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