Atlantia - EGM 30 October 2020
In item 3, the EGM is called to approve the proportional spin-off of Atlantia's 88.1% stake in Autostrade per l'Italia ("ASPI"), which is the largest Italian toll motorway builder and operator. The sale of ASPI is one of the conditions proposed by Atlantia to the Italian Government to reach a settlement resolving the ongoing procedure for alleged serious breaches of the motorway concession agreement, related to "Morandi Bridge" collapse of August 2018, and therefore avoid the revocation of motorway concessions.Atlantia's shareholders will receive one share of the new company Autostrade
Concessioni e Costruzioni ("ACC") for every Atlantia share they hold. On the effective date of the transaction, 55.0% of ASPI will be transferred to ACC, while 33.1% will be contributed in kind by Atlantia in exchange of 38.1% of ACC shares, which will be sold in full to third party investors. Atlantia's current shareholders will therefore hold 61.9% of ACC and other institutional investors will hold 38.1%. ACC shares will be listed on the Italian Stock Exchange.The transaction is subject to several condition precedents, including, among others, the approval of the settlement agreement proposed by Atlantia to the Italian Government and the non-exercise of Golden Power rights by the Prime Minister of Italy.
Furthermore, Atlantia may directly sell the 88.1% stake in ASPI to institutional investors via a competitive action, in which case a new EGM shall be called by the Company to revoke the spin-off.
In our opinion, the "dual track process" proposed for the disposal of Atlantia's stake in ASPI is effectively aimed at settling the dispute with the Italian Government without affecting the interests of the Company's minority shareholders, as well as other stakeholders, which might be instead substantially affected by the revocation of ASPI's highway concessions. We also share the Company's concerns over an exclusive sale agreement with the State-owned company CDP, which risks to be detrimental for transparency, as well as for foreign investors' trust in Italian market efficiency. Therefore, we recommend approval.
Atlantia is a holding company with subsidiaries and associates whose business is the construction and operation of motorways, airports and transport infrastructure, parking areas and intermodal systems, or who engage in activities related to the management of motorway or airport traffic.
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