ASTALDI: The Board of Directors approves the financial statements at 31 December 2018 and at 31 December 2019 and calls the General Meeting

The Board of Directors approves the financial statements at 31 December 2018 and at 31 December 2019 and calls the General Meeting in order to approve the financial statements and to implement the operations provided for in the Composition Proposal

• 2019 Consolidated Results - Upturn of industrial activities
  • The industrial activity shows signs of an upturn confirming the soundness of action taken for business continuity, net of non-recurring costs linked to the composition procedure
  • Production of EUR 1.5 billion (+50%, vs. 984.4 million^[1])
  • Adjusted EBIT^[2] of EUR 40 million; Adjusted Ebit margin of 2.9% 
  • Net financial debt of EUR 2.3 billion (vs. 2.1 billion^[3]), EUR 240 million of which refer to the enforcement of guarantees in the face of reduction of the scope of business (contract cancellations/terminations, withdrawal from areas/projects, etc.)
  • Construction Order Backlog of approximately EUR 6.6 billion
  • New orders of more than EUR 2 billion for 2018-2020^[4]

• The pro-forma figures at 31 December 2019 offering the retroactive effects of the Composition and the Capital Increase by the Investor will be reported in the Report of the Board of Directors prepared pursuant to article 125-ter of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented. Said Report will be made available to the public within the time-limit prescribed by law, i.e. at least twenty-one days before the date set for the meeting

• 2018 Results – Major non-recurring negative effects due to start-up of the composition 
  • The lack of financial support for the Group’s operations for the whole year 2018 generated a serious liquidity crunch, subsequently leading to start-up of the composition, as well as a progressive slowing down of site works and a delay in the commencement of some new contracts
  • The Composition also determined a generalised weakness of the Group in relations with partners and customers, causing the cancellation of some contracts and much more conservative evaluation of a number of asset items that, under normal circumstances, could have been a reason of greater satisfaction for the Group
  • Start of the streamlining of its geographical presence, focusing on areas presenting lower risks, as provided for in the Composition Plan

• Implementation of Composition Proposal and Plan is ongoing
  • Establishment of Liquidation Perimeter and demerger of Astaldi Concessioni implemented
  • Judgement sitting for approval of composition already scheduled for 23 June 2020
  • Positive opinion of judicial commissioners as regards approval of the composition

• Calling of General Meeting

• General Meeting (Ordinary and Extraordinary) called for 31 July 2020 to approve 2018 and 2019 Financial Statements and give effect to the activities related to the Composition

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The Board of Directors of S.p.A., chaired by Paolo Astaldi, met to approve the Draft Annual Financial Statements of Astaldi S.p.A. and Astaldi Group’s Consolidated Financial Statements for FY  2018 and FY 2019. The Board also resolved upon calling the Ordinary and Extraordinary General Meeting for 31 July 2020 in single call, to pass decisions on the items reported below.

Background

It must be recalled that the main causes that led to the Group’s financial crisis include (i) slowdown of production activities in Italy caused by bureaucratic problems/lack of dedicated funding by contracting authorities (ii) delays in the collection of some slow-moving items, (iii) delays in the sale of the Third Bosphorus Bridge in Turkey (completed in March 2020 as part of a complex agreement with the partner ICTAS^[5]), (iv) worsening of the crisis in Venezuela, with significant impairment losses during 2017–2019 and the commencement of international arbitration proceedings in June 2019, (v) the lack of contract advance payments which contributed to the progressive liquidity crunch and (vi) general inflexibility of the banking system in granting financial support for businesses. All of this generated a financial crisis which resulted in the Group applying for admission to composition with creditors on a going concern basis in September 2018.

In this new context, the Company undertook to draw up a Composition Plan to be used as the basis for the Composition Proposal (available on www.astaldi.com under Investor Relations–Composition with Creditors) which includes a series of management initiatives to counter the difficult situation.  In brief:

• Streamlining of the geographical areas where present – the number of countries where present has been reduced from 18 in 2017 to 11 (due to closure of areas/withdrawal from projects), resulting in reduction of the scope of business which affected 2018 figures, and also 2019 figures in part;
• Negative impacts linked to the Composition – 2018 figures recorded major negative impacts directly linked to the effects of the Composition (termination of contracts, application of penalties and enforcement of guarantees, need to make provisions and conservative impairment), while non-recurring costs were seen in 2019 linked to the procedure explained in more detail below;

• Improvement of overheads efficiency at head office and local offices – The figures for the period include the effects of the major review of the Group’s organisational structure, already implemented as from 2018. Indeed, the review, which was introduced to align the company with new operating needs and was also approved by the Board of Directors, promoted progress improvement of overheads efficiency which became more visible in 2019 (basically following structural action involving project staff and offices, freezing of incentive policies and the agreement signed with managers with Italian contracts for the voluntary reduction of salaries for the whole of 2019, similar to the Extraordinary Wages Guarantee Fund (“CIGS”^[6]) adopted for the rest of the personnel);
• All of this is predicated on a Share Capital Increase and a complex Integrated Manoeuvre (for which the information already disclosed by the Company should be referred to), the effects of which, however, will only start to be seen as from 2020.