Astaldi S.p.A. ("Astaldi") informs that - following the approval of composition with creditors no. 63/2018 (the "Composition with Creditors") proposed by it by the Court of Rome with decree no. 2900/2020, published on 17 July 2020, which has immediate and definitive effect as no objections have been presented - the necessary activities have begun to execute the composition proposal towards the unsecured creditors.
This notice is addressed exclusively to Astaldi's unsecured creditors other than those whose credit is represented by the following listed notes: (i) "€ 750,000,000 7.125% Senior Notes due 2020" (ISIN codes: XS1000393899 and XS1000389608); and (ii) “€ 140,000,000 4,875 per cent. Equity-Linked Notes due 2024"(ISIN Code: XS1634544248) (the "Noteholders").
The information on the execution of the composition proposal in relation to the Noteholders of Astaldi will be provided in due course with an ad hoc notice.
1. The Composition with Creditors
The Composition with Creditors provides, among other things, that Astaldi's unsecured creditors are satisfied through the award of:
(i) newly issued Astaldi ordinary shares, traded on the Mercato Telematico Azionario - MTA, organized and managed by Borsa Italiana S.p.A. ("Shares"), assigned to creditors in the amount of no. 12,493 shares for every 100 Euro of credit;
(ii) equity financial instruments (“SFP”), which will give each holder the right to contribute to the net proceeds from the liquidation of the assets included in the assigned assets, assigned to creditors in the ratio of no. 1 SFP for every Euro of credit claimed.
It should be noted that with regard to the Shares, in the event that the unsecured creditor must be attributed a fraction of the Share, it will be rounded up to the next higher unit; and that as regards the SFPs, in the event that the unsecured creditor is to be attributed a fraction of SFPs, the fractional amounts will be canceled and rounded up to the lower unit.
The Shares and the SFPs are jointly referred to as the "Securities".
2. The characteristics of the Securities
The Shares will be listed and will be tradable on the Mercato Telematico Azionario - MTA, organized and managed by Borsa Italiana S.p.A .
The SFPs will not be listed and will not be tradable on any regulated market or multilateral organized trading facility.
Both the Shares and the SFPs will be in dematerialized form at Monte Titoli S.p.A. ("Monte Titoli"), and therefore not represented by a paper certificate.
3. Delivery of the Securities to the unsecured creditors of Astaldi S.p.A. other than the Noteholders
We inform you that in order to be able to receive the Securities, Astaldi's unsecured creditors whose credit is not represented by the aforementioned notes issued by Astaldi must hold a securities deposit account opened with a bank, a credit or other authorized financial intermediary (the "Depositary"), with whom the Securities will be credited.
4. Unsecured creditors holding a securities deposit account
Astaldi's unsecured creditors who already hold a securities deposit account must communicate to Astaldi the identification data of their securities deposit account with the Depositary (see point 7 below) on which they intend to receive the credit of the Shares and SFPs, by and no later than 9 October 2020, the essential deadline, to complete the transaction within the time frame provided for under the Composition with Creditors.
5. Unsecured creditors who do not hold a securities account
Astaldi's unsecured creditors who are not already holders of a securities deposit account must promptly and without delay contact the bank, credit institution or other authorized financial intermediary of their choice, in order to open one and use it for the transaction.
They must therefore communicate to Astaldi the identification data of their securities deposit account with the Depositary (see point 7 below) on which they intend to receive the credit of the Shares and SFPs, by and no later than 9 October 2020, the essential deadline, to complete the transaction within the time frame provided for under the Composition with Creditors.
6. The information to be communicated
Astaldi's unsecured creditors must communicate the following information no later than 9 October 2020, the essential deadline:
a) personal details of the individual creditor / creditor company or entity holding the securities deposit
b) personal data of the legal representative of the company/entity or of whoever has the powers to represent it
c) number of the securities deposit account
d) the Depositary with whom the securities deposit is open (including ABI and CAB)
e) deposit account no. of the Depositary with Monte Titoli
f) BIC code of the Depositary at Monte Titoli
7. How communicating the securities deposit account to Astaldi
The communication of the identification data of your securities account will take place through Morrow Sodali S.p.A, subject appointed by Astaldi as Information Agent, and must be carried out as follows:
1. fill in the securities deposit account communication form, available on www.astaldi.com
2. attach a simple copy of the updated survey to the Chamber of Commerce certifying that the delegator is the legal representative of the company/entity or has the powers to represent it (n.b. only for companies and entities)
3. attach a copy of a valid identity document of the signatory
4. send the documents requested in the previous points to Morrow Sodali by certified e-mail (PEC) to the address morrowsodali.spa@legalmail.it, with a copy to the following email address of ordinary e-mail astaldi@morrowsodali.com.
For any clarification, you can contact the numbers 800 595 472 / +39 06 97858505, active from Monday to Friday from 9AM (CET) to 6PM CET, or write to the email address concordatoastaldi@morrowsodali.com.
8. Consequences of late, missed, incomplete and / or incorrect communication by the unsecured creditors
Where an unsecured creditor (whose credit is not represented by the aforementioned notes issued by Astaldi) does not communicate by the aforementioned date of 9 October 2020 the references of his securities account or communicates incomplete and / or incorrect information, Astaldi, in order to execute the Arrangement, will issue instructions to Monte Titoli to credit the Shares and the SFPs to a deposit securities account, opened in Astaldi's name, but in the interest of the unsecured creditors who have not disclosed themselves within the aforementioned term, or have not provided the above requested information or that have provided incomplete and / or incorrect information. The Shares and SFPs will subsequently be credited to the securities account of the creditor holder, once the latter has communicated to Astaldi the exact references of their securities account.
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The information on the execution of the composition proposal in relation to the Noteholders of Astaldi (i.e. the unsecured creditors of Astaldi whose credit is represented by the following listed notes: (i) "€ 750,000,000 7.125% Senior Notes due 2020" (ISIN codes: XS1000393899 and XS1000389608) and (ii) “€ 140,000,000 4,875 per cent. Equity-Linked Notes due 2024 "(ISIN Code: XS1634544248)) will be provided in due course with an ad hoc notice.
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