Investigation by the judiciary – Court of Milan (proceedings activated before the Court of Monza)
Following the proceedings initiated by the Public Prosecutor of the Court of Monza - in which the Chairman of the Board of Directors and the Chief Executive Officer of Impregilo in office at time of the events in question are being investigated for the crimes covered by Articles 81 and 110 of the Italian Criminal Code and Articles 2621 and 2637 of the Civil Code - Impregilo S.p.A. and Imprepar S.p.A. were the targets of a preliminary investigation in connection with an alleged administrative violation related to the crimes subject of Article 25-ter, Letters a) and r), and Articles 5 and 44 of Legislative Decree No. 231/2001.
The charges against the targets of the investigation were announced by the relevant Public Prosecutor with a notice dated October 13, 2005.
The alleged charge against Impregilo is to have “prepared and implemented an organizational model unsuitable to prevent the crimes” allegedly attributed to the officers target of the investigation, from which the Company is alleged to have benefited.
The proceedings progressed through a series of interconnected and complex procedural phases, at the end of which, at a hearing held on July 12, 2007, concurring with the objections that the counsel for the defendants and the companies involved in these proceedings had raised since the preliminary hearing, the Court of Milan, ruling on a preliminary basis, declared that “the indictment issued by the Preliminary Hearing Judge at the Court of Milan on February 21, 2007, in the proceedings pursuant to Article 416 of the Code of Criminal Procedure, was null and void” and, consequently, ordered that the record of the proceedings be sent back to the Public Prosecutor at the Court of Milan.
Consequently, the Milan Public Prosecutor reactivated the proceedings and, in November 2007, filed with the Judge for Preliminary Investigations in Milan a motion to end the proceedings. On February 13, 2009, the Judge for Preliminary Investigations granted the motion of the Public Prosecutor limited to a portion of the charges, which were dismissed. As a result of this decision, the proceedings targeting Imprepar S.p.A. ended. At the same time, the judge sent the record of the proceedings back to the Public Prosecutor for a filing of charges for the portion of the motion that had not been granted. Specifically with regard to the charges that were not dismissed by the Judge for Preliminary Investigations, the Company filed a motion for summary judgment and, at a hearing held on September 21, 2009, the Public Prosecutor requested a decision of dismissal of the remaining charges.
At the hearing of November 17, 2009, Impregilo was found not guilty both of the first charge, due to the lack of an element of the crime, and of the second charge, as it was not punishable pursuant to Article 6 of Legislative Decree No. 231/01, having adopted adequate organizational models.
On March 21, 2012, the Milan Court of Appeals denied the appeal motion filed by the Public Prosecutor against the lower court’s decision, which found Impregilo not guilty of the charge of violating Legislative Decree No. 231/01, and fully confirmed the above-mentioned decision by the lower court judge, who found, inter alia, that the organizational model adopted by the Company was adequate. The Public Prosecutor then appealed this decision to the Court of Cassation, which on December 18, 2013 handed down Decision No. 4677/14 setting aside the decision of the Milan Court of Appeals, returning the proceedings to a different section of the same Court for a new merit review regarding three issues: (i) Decision concerning the preventative suitability of the organization and management model in effect when the events took place and its effective implementation; (ii) Existence of a deceptive and fraudulent conduct by the authors of the alleged crime of insider trading; (iii) Determination that the crime in question (insider trading) did occur.
The proceedings were referred to the Milan Court of Appeals, with a hearing set for November 19, 2014.
Other proceedings – Court of Florence
With regard to the criminal proceedings activated against the C.A.V.E.T. Consortium and certain individuals, including some former managers of the Consortium, it is worth mentioning that the appellate proceedings ended in June 2011 with a decision handed down on June 27, 2011, which reversed in full the lower court’s decision, thus reversing the convictions handed down by the lower court and finding both the Consortium and the indicted individuals not guilty of any of the charges. The Public Prosecutor of the Court of Florence appealed this decision to the Court of Cassation, which, on March 18, 2013, set aside in part the decision of the Florence Court of Appeals ordering that the case be returned to the Court of Appeals. The reinstated proceedings before the Florence Court of Appeals got under way on January 30, 2014 and, on March 21, 2014, the Court of Appeals handed down a decision by which it rejected most of the charges levied by the Public Prosecutor, but upheld them in some important cases. The ruling of the Courts of Appeal of Florence, whose grounds were filed on May 29, 2014, was challenged by all the defendants and by C.A.V.E.T, as a party liable under civil law, and the related appeals were filed for Cassation in September this year. The Consortium, in protecting its interests, is confident that it will be able to demonstrate, again, in the subsequent courts of instance, the correctness of its actions.
Compliance with the requirements of Article 36 of the Market Regulations
Salini Impregilo confirms that it is in compliance with the requirements of Article 36 of Consob Regulation No. 16191 (the “Market Regulations”), based on the procedures adopted before the above-mentioned regulations went into effect and the availability of the related information.
Research and development activities
In accordance with the requirements of Article 2428 of the Italian Civil Code, the Company discloses that it did not carry out any research and development activities in the first nine months of 2014.
Alternative performance indicators
As required by Consob Communication No. 6064293 of July 28, 2006, information about the composition of the performance indicators used in this document and in the corporate communications of the Salini Impregilo Group is provided below.
Debt/Equity ratio: This indicator corresponds to the ratio of net financial position as the numerator (with a negative sign signifying net debt) to shareholders’ equity as the denominator. The consolidated statement of financial position items making up the financial position are listed in the corresponding accounting schedules, where they are marked with an asterisk (*). The shareholders’ equity items are those included in the relevant section of the consolidated statement of financial position. On a consolidated basis, the shareholders’ equity used for this ratio includes the amount attributable to minority interests.
- EBITDA or Gross operating profit: This indicators is the algebraic sum of the following items included in the income statement for the period:
- Total revenue;
- Total costs, except for depreciation and amortization.
This indicator can also be shown in percentage form, as the ratio of EBITDA to Total revenue.
- EBIT or Operating Profit: This indicator corresponds to the operating profit shown in the income statement and is equal to the algebraic sum of Total revenue and Total costs.
- Return on sales or R.o.S.: This indicator, stated as a percentage, shows the ratio of EBIT, computed in the manner described above, to Total revenue.
The Board of Directors
by: The Chairman
Statement by the manager in charge of financial reporting pursuant to Article 154-bis, Section 2, of Legislative Decree No. 58/1998 (Consolidated Finance Act)
Pursuant to article 154-bis, Section 2, of the Consolidated Finance Act, the manager in charge of financial reporting, Massimo Ferrari, states that the financial information included in this Interim financial report on operation is consistent with the supporting documentation and accounting books and records.