Agreement at dawn on Autostrade after a tough clash in the Council of Ministers: on the one hand the ministers of the Democratic Party, on the other those of the M5S and the Premier himself. Finally the agreement: gradual exit of the Benettons from the shareholding structure of Aspi (Autostrade per l'Italia, controlled by Atlantia) and entry of CDP at 51%. Autostrade per l'Italia accepts the requests of the government ed avoid the revocation of the license. Mef and the Ministry of Infrastructure will carry on the agreement reached with great difficulty. At the opening of the Stock Exchange, the title of Atlantia it immediately ends up in a volatility auction and leaps by a theoretical +18% to 13,62 euros.
Very high the tension at Palazzo Chigi and late evening postponement of the meeting that is released in the early hours of the morning: the M5S and Conte ministers perched on the revocation, the Pd ministers opposed to the revocation of the concession because, explained the infrastructure and transport minister Paola De Micheli, it would have led a potential compensation of 23 billion. In addition to the very heavy impact on Italy's reliability in the eyes of foreign investors – such as Allianz and Silk Road represented in the capital of the Autostrade company (Aspi). De Micheli brought the opinion of the state attorney's office, which had already expressed itself in March but which Prime Minister Conte had ignored.
The result of the long night - the CDM started at 11 and is until 5,30 in the morning - is a solution that will be complex to implement but which has obtained the green light from Aspi in a negotiation that lasted throughout the night.
The path that has been defined should lead to the progressive downsizing of the Benettons below 10% of the shareholding – threshold that excludes the possibility of appointing a representative to the board of directors -, then with a further dilution coinciding with the listing of Aspi on the stock exchange after proportional demerger from Atlantia.
Ministers Roberto Gualtieri, who brought the company's final proposal to the CDM table, and Paola De Micheli are given the mandate to define the other aspects of the agreement which is articulated on two fronts: on the one hand, the exit of the Benettons and the entry of Cdp, on the other a complete review of the concession. So it opens a new negotiation that should last from 6 months to a year. Interlocutions with the CDP must begin by 27 July. At the end of the course, thelisting with the transformation of Aspi into a company with widespread shareholding, with the entry of new members and the reduction of the share of CDP. Prime Minister Giuseppe Conte holds the revocation weapon on the table until the end: "If the commitments undertaken tonight are not respected, it will be revocation", explains a minister.
Basic the mediation of the Minister of Economy, Roberto Gualtieri, which held the four different letters which via via Aspi updated during the night and the conflicts within the government, up to the final solution. which also includes 3,4 billion in compensation from Aspi and the waiver of legal appeals, including that on article 35 of the Milleproroghe which cut the compensation for the concessionary company in the event of revocation of the concession.
Here is the text of the press release from Palazzo Chigi:
Points related to the transaction:
– Compensatory measures to be paid exclusively by ASPI for the total amount of 3,4 billion euros;
– rewriting of the clauses of the agreement in order to adapt them to article 35 of the decree-law "Milleproroghe" (decree-law 30 December 2019, n. 162);
– strengthening of the system of controls for the concessionaire;
– increased penalties even in the event of minor violations by the concessionaire;
– waiver of all the proceedings brought in relation to the reconstruction of the Morandi bridge, the tariff system, including the proceedings brought against the resolutions of the Transport Regulation Authority (ART) and the appeals to challenge the legitimacy of art. 35 of the “Milleproroghe” decree-law;
– acceptance of the tariff regulations introduced by the ART with a significant moderation of the tariff dynamics.
Points relating to the corporate structure of the concessionaire
In view of the implementation of a very significant maintenance and investment plan, contained in the same settlement proposal, Atlantia Spa and ASPI have undertaken to guarantee:
– the immediate transfer of control of ASPI to a state-owned entity (Cassa depositi e prestiti - CDP), through:
– the subscription of a reserved capital increase by CDP;
– the purchase of shareholdings by institutional investors;
– the direct transfer of ASPI shares to institutional investors approved by CDP, with Atlantia's commitment not to use these resources in any way for the distribution of dividends;
– the proportional demerger of Atlantia, with the exit of ASPI from the perimeter of Atlantia and the simultaneous listing of ASPI on the Stock Exchange. Atlantia's shareholders will evaluate the divestment of ASPI shares, with a consequent increase in the free float.
As an alternative, Atlantia has offered the willingness to directly sell the entire stake in ASPI, equal to 88%, to CDP and to institutional investors of its choice.
Updated at 09:20 on Wednesday 15 July 2020
