Autostrade Meridinali and Intesa Sanpaolo, all rear-end collisions between Edizione and the Hermes fund
What happens among the members of Autostrade Meridinali. Here are numbers, facts and reconstructions
Edition buffs the Hermes fund,
The board of directors of Autostrade Meridinali, head of the Atlantia group, the main asset of Edizione Srl, owned by the Benetton family , rejected the proposal of the shareholder Hermes Linder Fund regarding the distribution of the dividend to the maximum extent permitted.
There are three reasons why Autostrade Meridinali rejects the expectations of the Hermes fund: the requests of the Ministry of Infrastructure, the TAR ruling and the appeal against the ruling itself. All the details.
THE REQUEST OF HERMES LINDER FUND
Let's start with the requests. The shareholder Hermes Linder Fund, managed by Praude Asset Management owner of 7.01% of the capital of Autostrade Meridinali, asked to put the proposal to distribute a dividend on the agenda of the shareholders' meeting of 8-9 April " to the maximum extent permitted according to the contractual commitments undertaken by the company ".
WHAT EDITION HAS DECIDED
Request, however, not accepted by the board of directors of Autostrade Meridinali which, in previous meetings, had already established, by majority vote, "to set the dividend proposal for the year 2021 at 0.50 euro pending the definition of the points still open with the grantor ”and with a payoff greater than 54% of the profit for the period.
THE REQUEST OF THE MINISTRY OF INFRASTRUCTURE
What are the points in question? The Ministry of Infrastructure has asked Autostrade Meridinali, which manages the A3 Naples-Pompeii-Salerno motorway, not to distribute dividends "before having signed an additional deed to the agreement with an attached financial plan consistent with CIPE resolution 38/2019", explains a company note.
THE JUDGMENT OF THE TAR DEL LAZIO
The Lazio TAR, however, issued a sentence in which it stated that for the company controlled by Edizione, "the Cipe resolution for the purposes of defining the Plan governing the period of overactivity of the concession relationship (2013 – until upon the takeover of the new concessionaire) to be settled, as regards the remuneration of the invested capital, as requested by the concessionaire ".
THE MIT CHALLENGE
Decision, that of the Court, not shared by the MIT: the grantor, thus, on 2 March challenged the Lazio TAR sentence before the Council of State and “communicated the rejection of the PEF presented by” Autostrade Meridinali.
The pending judgment "shows that it is abstractly possible to accept the Ministry's request, aimed at obtaining the annulment of the ruling that has already taken place", explains the company, adding that "this denied hypothesis, even if unlikely, must be considered in relation to the possible continuation of the concession management report. Also in consideration of the fact that the new concessionaire, as foreseen by the tender documents, cannot take over the concession before having defined and therefore paid the aforementioned Takeover Value to the outgoing concessionaire ".
UNCERTAIN TIMES
And again, adds the company of the Atlantia group: "There is therefore no certainty on the timing of actual takeover and on the fact that the Cipe resolution will not apply to the company". And in this case "the pejorative economic-financial treatment for the remuneration of the takeover value could lead to a progressive impoverishment of the company's net assets".
THE CONTRACT WITH INTESA
Autostrade Meridinali also states that “the loan agreement with Intesa Sanpaolo provides for a covenant, still active, which limits the distribution of the profit for the period to a maximum of 3 million per year”. The amount compared to the number of shares representing the share capital (4,375,000 shares) would provide, for what is not expressly indicated by the minority shareholder, a dividend of € 0.68 per share. The dividend decided by the company has a payoff greater than 54% of the profit for the period.
This is a machine translation from Italian language of a post published on Start Magazine at the URL https://www.startmag.it/smartcity/autostrade-meridionali-e-intesa-sanpaolo-tutti-i-tamponamenti-fra-edizione-e-il-fondo-hermes/ on Wed, 24 Mar 2021 14:53:21 +0000.