In 2013, as part of the Group’s strategies designed to achieve an increasingly more efficient allocation of resources, to be realized also through a steady and strong focus of the potential redesign of its organizational structure, the Board of Directors of Salini S.p.A. resolved to consider the possibility of realizing the value of the 100% interest held in Todini Costruzioni Generali S.p.A. through its divestment.
The aim of creating a global player in the sector of complex infrastructures capable of competing with the main international competitors, in terms of economies of scale, size and geographic complementarities made the development of the projects currently included in the order backlog of Todini Costruzioni Generali S.p.A. irrelevant for the purpose of achieving the objectives of the Industrial Plan.
The guidelines for future commercial initiative, increasingly focused on the acquisition of large-scale projects, call for a rigorous selection of new business opportunities in accordance with predefined profitability and cash flow generation parameters and in areas with strong growth potential.
The markets in which this subsidiary operates are attractive and, should opportunities develop that meet the scale requirements of the Group’s current commercial policy, possible participation and/or acquisition methods will be considered.
In view of the uncertainties concerning the modalities, terms and timing for implementation of the abovementioned divestment, with the support of a top financial institution, and considering that there are still no binding commitments towards third parties, a reasonably reliable estimate of its effects on the Group’s Industrial Plan cannot be provided.
The tables below show the highlights from the financial statements of the Todini Group classified into non-current assets and liabilities held for sale:
INCOME STATEMENT DATA
| (In millions of euros) | 1st quarter 2014 |
|---|---|
| Revenue | 31.6 |
| Operating profit (EBIT) | (12.1) |
| Financing income | 13.9 |
| Gain on investments | 0.2 |
| Net profit (loss) for the period | 4.9 |
STATEMENT OF FINANCIAL POSITION DATA
| (In millions of euros) | March 31. 2014 |
|---|---|
| Non-current assets | 67.1 |
| Provisions for risks. post-employment benefits and other employee benefits | (7.4) |
| Working capital | 269.2 |
| Net invested capital | 329.0 |
| Net financial position | 63.7 |
| NET ASSETS | 265.3 |
Risk areas
A1 Milan-Naples Highway, work to upgrade the Apennine Mountains section between Sasso Marconi and Barberino di Mugello, La Quercia-Aglio segment
This project refers to the work to enlarge and modernize the A1 Highway, Base tunnel – Lot 9-11 – Valico Bypass. This order is part of a larger project being implemented by Autostrade per l’Italia S.p.A. to upgrade the A1 Highway with the construction of the Valico Bypass to improve traffic conditions and reduce travel time between Bologna and Florence. The iconic work of the Valico Bypass is the Base Tunnel: a tunnel with separate lanes (cross-section of 160 m2 and length of about 8.6 km) that will link the Emilia Romagna and Tuscany regions, connecting the future Badia Nuova rest area in the north with the new Poggiolino interchange in the south.
Work has been virtually completed except for some minor finishing activities and smaller items to be built in Tuscany, for which the Company is waiting for a revocation of the order to suspend work issued by the Sole Manager of the Process.
In June 2011, the Florence Public Prosecutor, at the end of an investigation launched in 2005, charged some employees/senior managers of Todini Costruzioni Generali S.p.A. (no longer on the Company’s payroll), Autostrade per l’Italia S.p.A. and other contractor companies with environmental crimes allegedly related to the construction of the Valico Bypass.
The persons connected with Todini Costruzioni Generali S.p.A. listed as being under investigation included Pietro Salini, in his capacity as Chief Executive Officer on the date of the action by the Public Prosecutor.
By a decision dated November 5, 2012, the Preliminary Hearing Judge:
- dismissed the charges against the Chief Executive Officer Pietro Salini for the reason that he did not commit the crime;
- ruled that the statute of limitations had run out on all of the crimes with which the defendants were charged regarding water control and effluent management;
- indicted the abovementioned defendants for the alleged crimes concerning the management of excavated soil and rocks and environmental damage.
On May 26, 2013, at a hearing before the Court of Florence, the Ministry of the Environment joined the proceedings as a civil plaintiff seeking damages from the civilly liable parties Todini C.G., Autostrade per l’Italia S.p.A. and other contractors involved (in addition to the defendants themselves), putting forth a damage claim “for equivalent asset value” in an amount of at least 810 million euros or different amount awarded in the proceedings.
In support of its claim, the Ministry of the Environment filed a report by the I.S.P.R.A. (an institute established within the Ministry), which was deleted from the record of the proceedings at a hearing on December 9, 2013, as the Judge ruled that the introduction of this document could not be allowed because it had not been developed through an adversary process and lacked the name of the party who wrote it.
Since the civil plaintiff failed to produce documents or consultants, at this point, the damage claim is not supported by any evidence as to its amount.
The discovery phase began in January 2014. Thus far, no evidence concerning the type of crime for which Todini Costruzioni is being charged has been analyzed, nor has any activity been carried out to verify whether the conduct and damage did occur.
The Group denies having any responsibility for the disputed issues, emphasizing that its conduct was completely lawful and that the charges levied against it are groundless. It also objects to the outrageous amount of the damage claim filed by the Ministry of the Environment, which, in addition to being put forth without first requesting the adoption of any environmental remediation measures that might have been necessary, does not appear to be compliant with Italian law and European Directive No. 2004/35/EC. In that regard, the European Commission activated infraction proceedings against Italy in 2007 (No. 2007/4679), confirmed on January 27, 2012 with a complementary reasoned opinion, which recently resulted in the adoption, with Law No. 97 of August 6, 2013, of amendments to the Uniform Environmental Code enacted with Legislative Decree No. 152 of April 3, 2006, which include the elimination from the text of Article 311 of the abovementioned Legislative Decree No. 152/2006 of the reference to the damage claim “for equivalent asset value,” due to the fact that compensation for environmental damages can first of all be achieved with specific remediation measures.
In view of the foregoing considerations and comforted by the opinion of counsel, the Group believes that the abovementioned damage claim is devoid of merit and, consequently, that the risk of the claim being granted is remote. Consequently, management did not find it necessary to recognize a provision in its financial statements.
Naples, construction of the section a railway for an urban railway system, Piscinola-Secondigliano segment
Construction of the civil engineering structures for the Piscinola – Secondigliano railway segment, part of a project to modernize and upgrade the Naples – Alifana railway, was suspended in the second half of 2011 due to the customer’s failure to pay the consideration owed for the work. As a result, the only activities carried out concerned ensuring the safety of the jobsites.
The customer, while aware of the strategic significance of the project for the purpose of completing the railway system ringing the City of Naples, was unable to honor its commitments due to the financial difficulties that characterized the budget of the Campania region, which, ultimately, created a shortage of financial resources at the Metrocampania Nordest S.r.l. subsidiary, making the disbursements of the consideration owed extremely difficult.
In light of this situation, the Ministry of Infrastructures and Transportation, in accordance with the provisions of Decree Law No. 83 of June 22, 2012 (converted into Law No. 134 of August 7, 2012), appointed and ad acta Commissioner tasked with determining the amounts of the payables and receivables of the companies that operate the regional railway services, with the aim of developing a plan to cover the ascertained deficit.
At this point, the appointed Commissioner has apparently completed his task regarding the investigative and planning phase and is now expected to announce his subsequent determinations.
Considering that, in order to allow the Commissioner to carry out his activities, the abovementioned Decree Law specified that no payment enforcement actions may be activated or pursued against the companies owned by the regional administration that operate railway transportation services for 12 months from the effective date of the abovementioned Decree Law No. 83, the subsidiary Todini Costruzioni Generali S.p.A. nevertheless took all actions that it deemed necessary to obtain satisfaction of its rights, while maintaining a non-confrontational relationship with its customer, who still considers completion of the railway segment in question as a priority for the effective operation of the metropolitan railway ring.
Ukraine
This country is currently going through a phase of social and geopolitical instability caused by the suspension by the Ukrainian government of the negotiations for the agreement of association with the European Union.
Social unrest, initially limited to Maidan Square in downtown Kiev, spread beyond the square and the capital city to various other areas, including the Crimean Peninsula, raising the crisis to the international attention level.
The Todini Costruzioni Generali subsidiary operates in Ukraine with a permanent organization, which was awarded a project to rehabilitate a section of the M02 Highway, and through a joint venture with Akkord, a local partner, through which the modernization of Highway M06 has been virtually completed.
Because the jobsites are located near the cities of Poltava and Zhytomyr, geographically removed from the areas most affected by the current social crisis, production activities were not affected to any significant degree.
However, the weakness of the new political class and uncertainty about the country’s immediate political future, coupled with a steady weakening of Ukraine’s position versus its Russian neighbor for the supply of natural gas, caused a dramatic financial crisis that could be solved only with the intervention of the international community.
The Group’s management reasonably believes that it can assess the profitability of the orders won in Ukraine with a prospective of continuity, while constantly and carefully monitoring Ukraine’s internal developments, but cannot exclude the possibility that currently unforeseeable future events could force a revision of the assessments made.