Todini Costruzioni Generali Group

In the latter part of 2013, 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. (hereinbelow “Todini”) through its divestment.

On the basis of the agreements signed during 2013 with Todini Finanziaria S.p.A. (hereinbelow “Todini Finanziaria”) , Salini Impregilo S.p.A. exercised the option to acquire the remaining 22.29% share capital of Todini on July 28, for a total consideration of € 5 million.

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 no longer strategic 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.

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

Statement of financial position data

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.

The works have been substantially completed with the exception of finishing work and some minor works to be carried out in the Tuscany Region.

Starting 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. with environmental crimes allegedly related to the construction of the Valico Bypass.

By a decision dated November 5, 2012, the Preliminary Hearing Judge 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 and indicted the above-mentioned defendants for the alleged crimes concerning the management of excavated soil and rocks and environmental damage.

In relation to these proceedings, on March 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 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 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 above-mentioned 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 above-mentioned 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 a railway section 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 above-mentioned 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 above-mentioned Decree Law No. 83 (which deadline was extended several times), 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.

The Todini Costruzioni Generali subsidiary operates in Ukraine with a permanent organization, which was awarded a project to rehabilitate a section of the M03 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 management reasonably believes to be able to assess the profitability of the contracts awarded in Ukraine with a perspective of continuity, while constantly and continuously monitoring the internal developments in the country and without excluding that in the future currently unforeseeable events may occur that may require a change in these assessments.