Salini Impregilo : board decides to submit a new offer for Astaldi following the update of the company’s concordato preventivo plan

MILAN, July 16, 2019 - Progetto Italia (Project Italy or 'Project'), the transaction aimed at consolidating the public works and construction sector in Italy, has taken a step forward with Salini Impregilo's receipt of comfort letters from CDP Equity S.p.A. ('CDPE'), Salini Costruttori S.p.A. and the financial institutions that are, to a different extent interested, involved in the Project. Intesa Sanpaolo, UniCredit, SACE, BNP Paribas, Banco BPM, MPS and illimity (the latter only in relation to the financing of Astaldi) have reaffirmed their common interest to proceed with the ongoing negotiations in order to sign binding agreements by the end of July 2019.

The comfort letters confirm the acceptance in principle of the corporate and financial structure of the Project, as well as the content of the overall asset and financial plan, from which the necessary resources to implement the Project are expected to be obtained. This plan envisages the following:

• a non-divisible, cash capital increase by Salini Impregilo with no preferential rights for existing shareholders ('con esclusione del diritto di opzione') pursuant to Article 2441, Paragraph 5 of the Italian civil code, for €600 million ('Capital Increase'), supported by an underwriting syndicate for the portion reserved to the market of approximately €150 million;
• the extension of debt maturities that Salini Impregilo has towards some financial institutions;
• subject to Astaldi's admission to the concordato preventivo , a cash credit facility for a maximum of €200 million for Salini Impregilo which would be aimed, inter alia, at supporting Astaldi's cash requirements during the interim period ahead of the court's final approval, through the granting of supersenior interim finances;
• subject to Astaldi's admission to the concordato preventivo, a bonding credit facility of €384 million, also in this case supersenior, to be granted to Astaldi by some of the financial institutions, to issue guarantees that are instrumental to the continuity of Astaldi's corporate activities, and the implementation of the new concordato preventivo plan;
• subject to the court's final approval and the successful implementation of Astaldi's capital increase that will be reserved for Salini Impregilo, a cash credit facility of €200 million, also in this case supersenior, to be granted to Astaldi by some of the financial institutions to implement the concordato preventivo, which may be used to refinance the Astaldi's interim finances granted to Astaldi ahead of the court's final approval, and to support Astaldi's ordinary corporate activities;
• a new revolving credit facility for €200 million for Salini Impregilo, that would become available after completion of Salini Impregilo's Capital Increase to cover the company's financial needs to implement Progetto Italia.

After having acknowledged the contents of the above-mentioned comfort letters, and, more generally, the growing consensus in relation to the legal and financial structure of the overall transaction, the Board of Directors of Salini Impregilo at a meeting yesterday approved to submit a new offer to Astaldi, which is intended to combine the previous offer of February 13, 2019 with its successive integrations. The offer is conditional upon, among other things, the approval of Astaldi's proposed concordato, the attainment of the necessary anti-trust authorisations, the absence of events that would put at risk the feasibility of the economic and financial plan for the business continuity of Astaldi and, lastly, the signing by August 1, 2019 of binding agreements with CDPE and the financial institutions in support of the overall manoeuvre.

Progetto Italia

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