Following the press release published by Astaldi S.p.A. (“Astaldi” or the “Company”) on 29 October 2020, in relation to the approval by CONSOB of the prospectus for the admission to trading on the Mercato Telematico Azionario organised and managed by Borsa Italiana S.p.A. of ordinary newly issued shares of Astaldi, as well as the press release published on 25 September 2020, the Company hereby informs the unsecured creditors that – following the approval of composition with creditors no. 63/2018 proposed by the Company and approved by the Court of Rome with decree no. 2900/2020, published on 17 July 2020 (the "Composition with Creditors") – the necessary activities to execute the composition proposal in respect of the unsecured creditors have been implemented.
This notice is addressed exclusively to Astaldi's unsecured creditors other than those whose credit is represented by the following listed notes (the “Unsecured Creditors Other Than the Noteholders”): (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").
As communicated by the Company in the press release published on 25 September 2020, the Composition with Creditors, which has immediate and definitive effect as no objections were presented within the relevant timeframes, provides, among other things, that Astaldi’s unsecured creditors are satisfied through the assignment of:
(i) newly issued ordinary shares of Astaldi (ISIN Code: IT0003261069), traded on the Mercato Telematico Azionario (MTA), organized and managed by Borsa Italiana S.p.A. (“Shares”), giving the same rights and having the same characteristics as the outstanding Astaldi ordinary shares, assigned to creditors in the amount of no. 12.493 shares for every 100 Euro of credit claimed; and
(ii) equity-like financial instruments (ISIN Code: IT0005422925) (“SFP”), which will not be listed and will not tradable on any regulated market or multilateral organized trading facility and which will give each holder the right to receive distributions from 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;
(the Shares and the SFPs are jointly referred to as the “Securities”.)
Both the Shares and the SFPs will be issued in dematerialized form at Monte Titoli S.p.A. ("Monte Titoli"), and therefore not represented by a paper certificate.
In the event that the unsecured creditor must be assigned a fraction of a Share, it will be rounded up to the next nearest higher unit and in the event that the unsecured creditor is to be assigned a fraction of SFPs, the fractional amounts will be cancelled and rounded down to the next nearest lower unit.
As already communicated in the press release published on 25 September 2020, in order to receive the Securities, the Unsecured Creditors Other Than the Noteholders must hold a securities deposit account opened with a bank, a credit institution or other authorized financial intermediary (the “Depositary”), with whom the Securities will be credited. With the aforementioned press release, Astaldi invited each Unsecured Creditor Other Than the Noteholders to communicate the identification data of their securities deposit account, by and no later than 9 October 2020, to complete the transaction, thus informing that: (i) where an Unsecured Creditor Other Than the Noteholders does not communicate by the aforementioned date of 9 October 2020 the references of his securities deposit account or communicated incomplete and/or incorrect information, Astaldi will issue instruction 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 terms, or have not provided the above requested information or that have provided incomplete and/or incorrect information; and (ii) 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 such account.
In the light of the above, Astaldi informs that, the assignment of the Securities to the Unsecured Creditors Other Than the Noteholders, who has communicated the references of their securities deposit account, will occur on 5 November 2020.
The information on the execution of the composition proposal in relation to the Noteholders have been provided with an ad hoc notice published on the date hereof.