The activities included in this category, which are centrally operated by the Salini Impregilo S.p.A., the Group’s Parent Company, include the following:
- coordination, control and strategic planning of the Group’s activities;
- centralized planning and management of human and financial resources;
- compliance with administrative, tax, legal/corporate and corporate communication requirements;
- administrative, tax and managerial support for Group companies.
The Ordinary Shareholders’ Meeting of Salini Impregilo S.p.A., held on September 19, 2014 resolved to authorize the Board of Directors for the purchase and disposal of ordinary treasury shares - pursuant to articles 2357 and 2357-ter of the Italian Civil Code, Article 132 of Legislative Decree no. 58 of February 24, 1998 (“Consolidated Finance Act”) and article 144-bis of the Issuers’ Regulation adopted by Consob through Resolution no. 11971 of May 14, 1999, as amended (“Issuers’ Regulation”) - in accordance with the procedures and terms contained in the proposal made by the Board on August 12, 2014, in order to provide the Company an instrument that is widely used by listed companies, to take up investment opportunities for all purposes permitted by the applicable provisions, including the purposes contemplated in the “market practices” permitted by Consob pursuant to Article 180.1c of the Consolidated Finance Act through Resolution no. 16839 of March 19, 2009, and in EC Regulation no. 2273/2003 of December 22, 2003.
The authorization for the purchase and disposal of ordinary treasury shares has been issued for the purposes of:
- buying ordinary treasury shares with a view to medium and long term investment;
- establishing a portfolio of ordinary treasury shares to be used for extraordinary financing transactions and/or for other uses considered of financial, operational and/or strategic interest to the Company;
- establishing a portfolio of treasury shares to service the remuneration and retention plans for management and personnel;
- operating on the market, in compliance with the laws and regulations in force and through intermediaries, to support the liquidity of the Company’s shares and for the purpose of stabilizing their price.
The authorization for the purchase and disposal of ordinary treasury shares has been granted:
- up to a maximum number of ordinary treasury shares that does not exceed 10% of the total number of shares outstanding at the time of the transaction (or, if less, up to the maximum limit set from time to time by the legal and regulatory provisions), also considering any ordinary treasury shares held by the Company at that date either directly or indirectly through its subsidiaries;
- for a period of 18 months from the date of the authorizing shareholders’ meeting resolution;
- at a unit price that cannot differ in any event, either upwards or downwards, by more than 20% with respect to the price recorded for the share in the stock exchange trading session prior to each individual transaction, subject to obtaining adequate financial cover compatible with the Company’s investment programs and plans, in accordance with the operational conditions established for the “market practices” permitted by Consob.
The authorization for the disposal of the ordinary treasury shares has been granted at the price or, in any event, according to the criteria and conditions to be determined, on each occasion, by the Board of Directors, taking into account the transaction methods used, the performance of the ordinary share prices during the period prior to the transactions, and the Company’s best interest.
The Ordinary Shareholders Meeting also authorized the Board of Directors to carry out transactions for the purchase and, without time limits, for the disposal of ordinary treasury shares in accordance with any of the methods permitted by the current regulations (also through subsidiaries) that are appropriate to meet the objectives sought, to be selected, on each occasion, at the discretion of the Board.
The share buy-back program was launched on October 6, 2014, therefore the transactions for the purchase of ordinary treasury shares are not reflected in the statement of financial position provided in this Interim Directors’ Report. At the reporting date of this Interim Directors’ Report, a total of 3,104,377 shares have been purchased, worth a total of € 7,676,914.46.
Some time ago, information was provided in a timely manner on the dispute with the Italian tax authorities, which is still pending before the Court of Cassation due to the appeal filed by the opposing party. The dispute concerns the notice of assessment challenging the tax treatment of impairment losses and capital losses recorded by the company during financial year 2003. However, it should be noted that the main observation concerning the sale – made by Impregilo S.p.A. to Impregilo International NV – of the investment held in the Chilean company Costanera Norte SA was dismissed by the Milan Regional Tax Commission.
A first instance ruling is still pending for a dispute related to 2005, concerning the technical instrument for the so-called realignment of equity investments referred to in Article 128 of Presidential Decree No. 917/86, while a second dispute relating to the same tax period and concerning the costs incurred by a participatory association established in Venezuela saw the company lose the case in the first instance proceedings. An appeal will be lodged for these proceedings.
An additional charge was identified by the Italian tax authorities for the year 2006 concerning (a) the costs incurred by a participatory association established in Venezuela, (b) a loss realized on an equity investment, and (c) costs for services not attributable to the year. After the Company filed an appeal against this charge, the Milan Provincial Tax Commission decreased the initially claimed amount by roughly 20%. In the ruling at second instance, the Milan Regional Tax Commission – with decision on May 28, 2014– substantially dismissed almost all of the claims.
The Company, comforted by the option of its tax counsel, believes that its actions were proper and, consequently, treated the associated risk as improbable, but not impossible.
The Corporate functions are not currently involved in any major litigation. Except for that disclosed in greater detail later in this report with regard to the USW Campania Projects, the only other litigation arose in 2009 with the lessor of the building where the old head office was located, in connection with the relocation of the Parent Company’s head office from Sesto San Giovanni (Milan) to Milan. The dispute was decided in December 2012 by an arbitration award that upheld the lessor’s claims, ordering the Parent Company to pay rent for the entire duration of the lease expiring in July 2012. This award was promptly challenged before the relevant Milan Court of Appeals, before which the proceedings are currently pending. However, in 2012, before the expiration of the appeal deadline, the Parent Company had already recognized the impact of the arbitration award on its statement of financial position. Moreover, while the appellate proceedings were pending, the Parent Company was forced to pay the amount awarded to the lessor, reserving the right to a refund.
With regard to this dispute, Salini Impregilo S.p.A. (formerly Impregilo S.p.A.), by virtue of the provisions of the contract executed with Immobiliare Lombarda S.p.A., in its capacity as the original lessor of the premises where the head office is currently located, holds the right to be held harmless from claims made by the previous lessor in excess of €8 million, which it exercised by means of a payment injunction. The payment injunction was issued by the Court of Milan and challenged by Immobiliare Lombarda. However, while the proceedings are in progress, the opposing party paid the full amount of the claim, as the court refused to stay the enforcement of the payment injunction.
The Group manages several control, significant and minority interests in companies that hold concessions, mainly to operate highway networks, facilities for the production of energy from renewable sources and the transmission of electric power, systems for the integrated water cycle and non-medical hospital services.
Impregilo International Infrastructures N.V., a company under Dutch law wholly owned by Salini Impregilo S.p.A., performs a coordination and strategic guidance function in this sector.
The tables that follow show the key figures of the concession portfolio at the end of the period, broken down by type of activity.
|Country||Concessionaire Company||% of investment||Total km||Stage||Start date||End date|
|Italy||Broni - Mortara||40||50||Not yet active|
|Port of Ancona||47||Not yet active|
|Argentina||Iglys S.A.||98||holding company|
|Autopistas Del Sol||19.82||120||Active||1993||2020|
|Puentes del Litoral S.A.||26||59.6||Active||1998||2023|
|Colombia||Yuma Concessionaria S.A.(Ruta del Sol)||40||465||Active||2011||2036|
|Country||Concessionaire Company||% of investment||Total km||Stage||Start date||End date|
|Italy||Milan subway Line 4||31.05||15||Not yet active|
ENERGY FROM RENEWABLE SOURCES
|Country||Concessionaire Company||% of investment||Installed capacity||Stage||Start date||End date|
|Argentina||Yacilec S.A.||18.67||T line||Active||1994||2088|
|Enecor S.A.||30.00||T line||Active||1992||2088|
INTEGRATED WATER CYCLE
|Country||Concessionaire Company||% of investment||Pop. served||Stage||Start date||End date|
|Argentina||Aguas del G. Buenos Aires S.A.||42.58||210||Liquidation|
|Peru||Consorcio Agua Azul S.A.||25.50||740||Active||2002||2027|
|Country||Concessionaire Company||% of investment||beds||Stage||Start date||End date|
|Great Britain||Impregilo Wolverhampton Ltd.||20.00||150,000 medical visits||Active||2002||2032|
|Ochre Solutions Ltd.||40.00||220||Active||2005||2038|
|Impregilo New Cross Ltd.||100.00||holding company|
|Country||Concessionaire Company||% of investment||Car parking spaces||Stage||Start date||End date|
|Great Britain||Impregilo Parking Glasgow Ltd.||100.00||1400||Active||2004||2034|
The portfolio of concession activities held by the Salini Impregilo Group includes two main business areas: a first one, comprised of investments in already active concession holder companies in Argentina, Peru and the United Kingdom, and a second one, consisting of Greenfield projects, which includes contracts for highway infrastructures in Italy and Peru that are still under construction and with regard to which the activities under concession will begin in the future.
There were no significant events or developments affecting the activities of concession holders in the first nine months of 2014, with regular business activities continuing consistent with the objectives defined by the Salini Impregilo Group.
An overview of the main projects in the portfolio of the concession activities, broken down by country, is provided below.
The Group operates in the “Concessions” segment in Argentina through its subsidiary Mercovia SA and certain other investments in associates and minority investments. The subsidiary continued to operate its activities reporting a basically breakeven result, while, with particular reference to investments in associates, a number of disputes, initiated by the Group in prior periods, continue with the grantor administrations and with central authorities. In this regard, the Group is pursuing its legitimate right to the restitution of the considerable investments – made in the past and already almost fully written down at the time – which, due to the general default by the counterparties, to date have yet to be reimbursed.
In the domestic market, the “Concession” segment’s activities involve three recently acquired major projects for which construction activities are not yet fully operational. These projects are:
- Line 4 – Milan Subway System: This project involves the construction of a new subway line in Milan in the Linate/Lorenteggio branch. Salini Impregilo’s share of the concession is 29%.
- Broni-Mortara highway: This project calls for the design, construction and operation for 43 years of a new 50-kilometer highway connecting Lombardy and Piedmont. Salini Impregilo’s share of the concession is 61.08%.
- Port of Ancona: This project calls for the construction and operation for 30 years of a system of roads linking the Port of Ancona with Highway A14 and State Road 16 Adriatica. Counting the main roads and the access roads, the new roads will cover a length of about 11 kilometers. Salini Impregilo’s share of the project is 47%.
The associate Ochre Solutions – of which Impregilo International Infrastructures NV holds a 40% stake and owner of the concession contract for Oxford University Hospitals – received two warning notices this year, concerning the quality of services offered. Several parts of these notices are being disputed by the directors, despite the fact that the receipt of three notices within a six month period constitutes an event of default under the contractual agreements between the company and the grantor. An event of default would allow the grantor to terminate the concession contract, resulting in the transfer of all rights under the contract to the grantor against compensation as contractually determined.
Ochre Solutions maintains regular contact with the grantor and, together with its service providers, is taking all the necessary steps to restore the quality of the services to the agreed levels and to prevent the events that were cause for the above mentioned notice from happening again. The grantor has been cooperative and the directors are confident that a solution to the problems during the period will be found, even if there is a degree of uncertainty regarding the corrective actions taken.
Additionally, the receipt of two notices is considered a potential event of default under the loan agreement for the concession, which could result in the lending bank taking action, which may include demanding payment of the amount due. Here too the directors are implementing the corrective measures required to prevent an event of default.
The directors of Ochre Solutions are engaged in ongoing dialogue with the grantor and believe they will be able to reach an agreement to resolve the problems identified and improve business relations with the parties involved in managing the contract. As things currently stand, in view of the corrective measures recently taken, the directors believe that there are no other risks, besides those reported in relation to Ochre Solutions, that would jeopardize the restoration of the operating conditions required by the contract. Given the uncertainty of the results of the actions taken, it can not be ruled out that events may occur in the future requiring changes to be made the existing assessments.