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Autostrade (Aspi), this is how the sale will start according to Atlantia. The indemnity node for Cdp remains

Autostrade (Aspi), this is how the sale will start according to Atlantia. The indemnity node for Cdp remains

What Atlantia communicated on the sale or demerger process of Autostrade per l'Italia (Aspi)

Atlantia "has started a dual track process: sale of the entire 88% stake in Aspi through a competitive process or, alternatively, partial and proportional demerger and contribution of, respectively, 55% and 33% of the share capital of Aspi in the newly formed Autostrade Concessioni e Costruzioni SpA to be listed on the Stock Exchange with the exit of Atlantia from its capital ".

This is what the Atlantia group (which controls Aspi) communicated after the meeting of the board of directors, explaining that the “dual track” process is aimed at both Cassa Depositi e Prestiti and other national and international institutional investors.

The two shares were distinguished not by chance because these proportions were contained in the letter of July 14 from Carlo Bertazzo (CEO of Atlantia) and Roberto Tomasi (CEO of Aspi) to the government, at the height of the pressure on the revocation: 55% at the time it should have been sold to institutional investors who were welcome to Cdp who, as a first step in the process, would have subscribed to 33% of Aspi in a capital increase, according to the reconstruction of the Messenger .

"Potential buyers will also be required to purchase the remaining approximately 12% of the share capital of Aspi in the event of the exercise of the co-sale right", adds Atlantia, explaining that "if, at any time prior to the effective date of the spin-off operation and therefore also after the approval of the spin-off project by the shareholders' meeting, Atlantia receives an offer from one or more parties who intend to purchase the shareholding, the board of directors, if it considers that the offer corresponds to the corporate interest, it will call the shareholders' meeting again to submit to it the revocation of the demerger resolution already adopted ".

Both operations, ie sale of the entire 88% stake in Aspi or partial demerger, "are subject to certain conditions precedent, including the finalization of the Settlement Act between Aspi and the Ministry of Infrastructure and Transport", underlines Atlantia which belongs to the Edizione / Benetton group.

The effectiveness of both the sale and the spin-off is subject to a series of conditions: effectiveness of the settlement agreement relating to the alleged serious breach procedure concerning Aspi, the related Addendum and the attached Economic and Financial Plan; authorization from the grantor pursuant to the Aspi Single Convention; obtaining waivers of contractual remedies or consents by the bondholders who hold the bonds issued by Atlantia and Aspi and / or by the counterparties of the ancillary contractual agreements in force, in cases where this becomes necessary based on the loan regulations and agreements existing ancillary contracts; obtaining waivers of contractual remedies or consents from the lenders of Atlantia and Aspi where required in the loan agreements in place between Atlantia or Aspi (depending on the case) and the respective lenders; release of guarantees and release of any commitment undertaken by Atlantia in relation to Aspi's obligations in its loan agreements and in public or private placement bonds issued by Aspi; full repayment by Aspi of any existing shareholder loan granted to it by Atlantia.

Furthermore, the spin-off transaction is also subject to: approval by Consob of the prospectus; issue of the Borsa Italiana provision for the admission of the Beneficiary's shares to trading on the MTA. Finally, the sale, as well as the sale by Atlantia of approximately 38% of the capital of the Beneficiary deriving from the contribution as part of the spin-off, is subject to the following conditions: failure to exercise the special powers (so-called golden powers); approval by the Antitrust Authority and other competent authorities.

The "dual track" process approved by Atlantia must lead "to the disposal of the stake held in Aspi in accordance with what was communicated to the Government on 14 July 2020 and therefore with a transparent and market process and in compliance with all Atlantia stakeholders and of Aspi ”, says the Benetton holding company in the note .

To approve the demerger plan, the board of Atlantia "has mandated the Chairman and Chief Executive Officer to call the Extraordinary Shareholders' Meeting for October 30, 2020".

However, the indemnity knot remains , requested by Cassa Depositi e Prestiti (ready to slip out for this, according to La Stampa ).


This is a machine translation from Italian language of a post published on Start Magazine at the URL https://www.startmag.it/smartcity/autostrade-aspi-ecco-come-partira-la-vendita-secondo-atlantia/ on Thu, 24 Sep 2020 14:00:03 +0000.