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DOCUMENTATION AVAILABLE TO THE PUBLIC AND INDEPENDENT AUDITORS’ REPORT ON THE INTERIM FINANCIAL REPORT AT 30 JUNE INFORMATION REQUESTED BY CONSOB PURSUANT TO ARTICLE OF TUF

DOCUMENTATION AVAILABLE TO THE PUBLIC. INDEPENDENT AUDITORS’ REPORT

Astaldi informs that the Board of Directors approved the Interim Financial Report at 30 June after having reviewed and supplemented the information contained in the section relative to the Events after the reporting period, with reference to the news concerning a precautionary measure adopted by the Judicial Authority of El Salvador against Astaldi, already disclosed to the market on 1 October

The Interim Financial Report, together with the Independent Auditors’ Report, is  available on the Company’s website tallerembajador.com.mx, in the section Investor RelationsFinancial Reports), and was filed at the Company’s registered office and Borsa Italiana S.p.A., and is available to anyone requesting it. The documentation in question is also available on the authorised storage mechanism tallerembajador.com.mx

With reference to the provisions contained in CONSOB communication no. of 16 September , Astaldi informs that the Independent Auditors, in their report on the Condensed Consolidated Interim Financial Statements  at 30 June , pointed out that no elements have come to their attention that would suggest that Astaldi Group’s Condensed Consolidated Financial Statements at 30 June have not been prepared, in all their significant aspects, in compliance with IAS34 requirements, unless as regards the failure to present the comparative data at 30 June Furthermore, the Independent Auditors drew attention to the description offered by the Directors in the section “Evaluation on business continuity” contained in the notes to the Condensed Consolidated Interim Financial Statements regarding significant uncertainties that could give rise to significant doubts on business continuity. As regards this aspect, the conclusions of the Independent Auditors are set out with no observations.

The Independent Auditors’ Report to Astaldi Group’s Interim Financial Report at 30 June is attached (document available only in Italian version).

 

* * *

INFORMATION REQUESTED BY CONSOB PURSUANT TO ARTICLE OF ITALIAN LEGISLATIVE DECREE NO. 58/ (“CONSOLIDATED FINANCE ACT - TUF”)

 

At the request of CONSOB  pursuant to article of Legislative Decree No. 58/ (“Consolidated Finance Act - TUF”), Astaldi provides the following information

 

 

a)    Net Financial Position of Astaldi S.p.A. and Astaldi Group at 30 June , with highlighting of short-term items separately from medium/long-term items

At 30 June , the Group recorded Net financial debt (as per ESMA memorandum dated 10 February ) equal to EUR 2, million (EUR 2, million at 31 December ) and comprehensive financial debt of EUR 2, million (EUR 2, million at 31 December ).

On the same date, Astaldi S.p.A. recorded Net financial debt (as per ESMA memorandum dated 10 February ) equal to EUR 2, million (EUR 2, million at 31 December ) and comprehensive financial debt of EUR 2, million (EUR 2, million at 31 December ).

It must be preliminarily noted that, further to submission on 28 September of the application for admission to the procedure for composition with creditors “with reservation”, pursuant to article , subsection 6, of the Italian Insolvency Law, the financial liabilities directly referring to Astaldi S.p.A. at said date have been classified among the short-term items of the Net Financial Position.

Please find below a summary of the Net Financial Position at 30 June of Astaldi Group and, to follow, of Astaldi S.p.A.

 

Table no. 1 - Net Financial Position of Astaldi Group at 30 June

€/ ‘

30/06/

31/12/

A

Cash

 

,

,

C

Cash and cash equivalents

(A+B)

,

,

 

Current loan assets

 

,

,

 

of which with related parties

 

18,

15,

D

Current loan assets

 

,

,

E

Current portion of bank loans and borrowings

 

(1,,)

(1,,)

F

Current portion of bonds

 

(,)

(,)

 

of which with related parties

 

(6,)

(6,)

G

Current portion of non-current debt

 

(30,)

(29,)

H

Other current loans and borrowings

 

(,)

(,)

 

of which with related parties

 

(20,)

(20,)

J

Current financial debt

(E+F+G+H+I)

(2,,)

(2,,)

K

Net current financial debt

(J+D+C)

(2,,)

(2,,)

L

Non-current portion of bank loans and borrowings

 

(7,)

(9,)

M

Bonds

 

(,)

(,)

N

Other non-current financial liabilities

 

(45,)

(45,)

P

Non-current financial debt

(L+M+N+O)

(,)

(,)

Q

Net financial debt from Continuing operations

(K+P)

(2,,)

(2,,)

R

Net financial debt of disposal groups

 

1,

,

 

"of which with related parties "

 

5,

,

S

Net financial debt

(Q+R)

(2,,)

(2,,)

 

Non-current loan assets

 

,

14,

 

Subordinated loans

 

,

,

 

of which with related parties

 

74,

60,

T

Total non-current loan assets

 

,

,

U

Comprehensive net financial debt

(S+T) 

(2,,)

(2,,)

 

Table no. 2 - Net Financial Position of Astaldi S.p.A. at 30 June

 

€/ ‘

30/06/

31/12/

A

Cash

 

,

,

C

Cash and cash equivalents

(A+B)

,

,

 

Current loan assets

 

,

,

 

of which with related parties

 

69,

68,

D

Current loan assets

 

,

,

E

Current portion of bank loans and borrowings

 

(1,,)

(1,,)

F

Current portion of bonds

 

(,)

(,)

 

of which with related parties

 

(6,)

(6,)

G

Current portion of non-current debt

 

(2,)

(2,)

H

Other current loans and borrowings

 

(,)

(,)

 

of which with related parties

 

()

()

J

Current financial debt

(E+F+G+H+I)

(2,,)

(2,,)

K

Net current financial debt

(J+D+C)

(2,,)

(2,,)

L

Non-current portion of bank loans and borrowings

 

(6,)

(8,)

M

Bonds

 

(,)

(,)

N

Other non-current financial liabilities

 

(37,)

(38,)

P

Non-current financial debt

(L+M+N+O)

(,)

(,)

Q

Net financial debt from Continuing operations

(K+P)

(2,,)

(2,,)

R

Net financial debt of disposal groups

 

(3,)

,

 

"of which with related parties "

 

0

,

S

Net financial debt

(Q+R)

(2,,)

(2,,)

 

Non-current loan assets

 

,

27,

 

Subordinated loans

 

42,

34,

 

of which with related parties

 

7,

6,

T

Total non-current loan assets

 

,

62,

U

Comprehensive net financial debt

 

(2,,)

(2,,)

The Comprehensive net financial debt takes into account, in addition to the net financial debt (letter S in the above table) determined in accordance with the provisions of the recommendation of the European Securities and Markets Authority – ESMA (formerly CESR) of 10 February , the non-current loan assets. Finally, it should be noted that the Net Financial Debt, also in comparative terms, does not contain the amount of the derivatives used in hedging activities since by their very nature they do not represent financial amounts.

b)    Overdue debts of Astaldi S.p.A. and Astaldi Group at 30 June , split according to type (financial, commercial, tax, social security and due to employees) and any related action taken by creditors

The overdue debts of Astaldi Group and Astaldi S.p.A. at 30 June are shown below.

Overdue debts of Astaldi S.p.A.[1] at 30 June

Please find below a summary of the overdue debts of Astaldi S.p.A. at 30 June

 

Table no. 3 - Overdue debts of Astaldi S.p.A. at 30 June

 

(€/ ‘,)

30/06/

Trade payables

Financial liabilities

2,

Tax expense

Amounts due to social security institutions

Amounts due to employees and assistants

Hedging derivatives

Intercompany payables

Other liabilities

Total overdue debts

3,

 

Overdue debts of Subsidiaries and Joint Operations at 30 June

Please find below a summary of the overdue debts of subsidiaries and joint operations at 30 June

Table no. 4 - Overdue debts of Subsidiaries and Joint Operations at 30 June

(€ / ‘,)

NBI S.p.A.

Afragola FS S.c.r.l.

Other Subsidiaries

Joint Operations

Trade payables

of which due since less than three months

n.a

n.a.

Financial liabilities

of which due since less than three months

n.a.

n.a.

Tax expense

of which due since less than three months

n.a.

n.a.

Amounts due to social security institutions

of which due since less than three months

n.a.

n.a.

Amounts due to employees

of which due since less than three months

n.a.

n.a.

Total overdue debts

 

As regards actions taken by the creditors of the other Subsidiaries and Joint Operations, it must be noted that at 30 June , some legal actions had been taken by said creditors (payment orders and/or collection notices) with regard to trade relations. The aggregate value of these debts amounts to approximately EUR million[2].

c)    Main changes in transactions involving related parties of Astaldi S.p.A. and Astaldi Group with regard to the last annual financial report approved pursuant to article ter of the Consolidated Finance Act

Directly or through its subsidiaries, Astaldi S.p.A. performs with related parties that can be qualified as legal entities having relationships with the Group (subsidiaries, including companies jointly controlled with other entities, associates and joint ventures) commercial, financial or administrative transactions that, generally speaking, fall within normal corporate operations, within the typical activity of each subject concerned4. These transactions are governed by special contracts defined on the basis of mutual economic convenience and in compliance with the principle of substantive correctness. In particular, the agreed remuneration was determined in compliance with market conditions or - where suitable reference parameters cannot be found on the market – also in relation to the peculiar characteristics of the services rendered.

 

Related parties relative to Astaldi Group – balance at 30 June

 

(€ / ‘)

Contract assets

Receivables and other assets

Financial assets

Disposal group-related assets

Contract liabilities

Payables and other liabilities

Financial liabilities

Disposal group-related liabilities

Operating revenue

Operating cost

Financial income and expense

Parents

tallerembajador.com.mx S.r.l.

0

7

0

0

0

0

26,

0

5

0

0

Joint ventures

Ankara Etlik Hastante A.S.

0

1,

63,

0

80,

0

0

0

2,

0

1,

Consorzio A.F.T. Kramis

0

5,

0

0

0

0

0

15

0

Other*

0

10,

0

1,

6,

0

0

2

0

17,

64,

0

82,

6,

0

0

2,

17

1,

Associates

BTC SCARL

0

3,

19,

0

0

6,

0

0

34,

Consorzio Iricav Due

0

1,

0

0

0

21,

0

0

0

Consorzio MM4

1,

15,

0

0

0

1,

0

0

34,

0

Diga di Blufi S.c.r.l. in liq.

0

6,

0

0

0

5,

0

0

1

1

1

METRO C S.c.p.a.

0

1,

0

0

0

7,

0

0

11,

0

Otoyol Yatirim Ve Isletme A.S

0

61

0

2,

0

0

0

7,

0

15

Sociedad Concesionaria Metropolitana de Salud s.a.

0

2,

5,

0

1,

0

0

(1,)

0

Other*

0

3,

5,

1,

0

6,

0

46

1,

34,

26,

7,

2,

51,

0

41,

47,

Total

1,

52,

90,

7,

84,

58,

26,

43,

47,

2,

Percentage of incidence

%

%

%

%

%

%

%

%

%

%

%

 

 The main transactions that took place in HY1 concern:

  • the development of construction works performed by the Company (also through special joint operations set up with other partners) on behalf of the investee SPVs for Concession activities, mainly referring to the project relative to the Milan Underground, Line 4 (MM4 Consortium, Italy). As regards the activities in question the corresponding operating revenue, as well as the related trade receivables and contract assets/liabilities were recognised in the interim consolidated financial statements at 30 June ;
  • the consortium costs charged to the Parent by the following companies: (i) Brennero Tunnel Construction S.c.r.l., (Brenner Base Tunnel, Lot Mules ) and Metro C S.c.p.A. (Rome Underground, Line C);
  • the effects of a lease contract currently in force between the Parent and Brennero Tunnel Construction S.c.r.l. for a Tunnel Boring Machine (TBM) needed to excavate the Brenner Base Tunnel were also recognised.

 

Related parties relative to the Parent Astaldi S.p.A. – balance at 30 June

 

(€ / ‘)

Contract assets

Receivables and other assets

Financial assets

Disposal group-related assets

Contract liabilities

Payables and other liabilities

Financial liabilities

Disposal group-related liabilities

Operating revenue

Operating cost

Financial income and expense

Parents

 

 

 

 

 

 

 

 

 

 

 

tallerembajador.com.mx S.r.l.

0

7

0

0

0

0

26,

0

5

0

0

Subsidiaries

 

 

 

 

 

 

 

 

 

 

 

Afragola FS S.c.r.l. in Composition with creditors

0

2,

0

0

0

23,

0

0

0

2

0

tallerembajador.com.mx S.c.p.A.

0

57,

0

0

0

,

0

0

60

0

Astaldi Canada Enterprises Inc.

0

20,

0

0

0

0

0

4

0

Astaldi Canada Inc.

0

6,

31,

0

0

0

0

0

63

0

Astaldi Concessioni S.p.A.

0

16,

,

0

0

4,

,

0

84

4,

Astaldi Concessions S.p.A.

0

0

0

0

0

0

 

0

0

Astaldi Construction Corporation

0

14,

5,

0

0

6,

0

0

1,

ASTALROM S.A.

0

7,

0

0

0

7,

0

8

0

Astur Construction and Trade A.S.

0

1,

0

0

0

9,

19,

0

0

0

0

Capodichino AS.M S.c.r.l

0

6,

0

0

0

4,

0

0

2,

0

Consorzio Stabile Busi in Liquidation

0

9

0

0

0

5,

0

0

0

0

0

Consorzio Stabile Operae

0

79,

12,

0

0

,

0

0

0

4,

0

Constructora Astaldi Cachapoal Limitada

0

14,

0

0

0

5,

0

0

0

0

0

Dirpa 2 tallerembajador.com.mxl.

13,

27,

0

0

0

3,

0

0

13,

0

(91)

Garbi Linea 5 S.c.a.r.l. In Liquidation

0

6,

0

0

0

7,

0

0

0

5

0

GE. SAT S.c.a. r.l.

0

14,

0

0

0

10,

0

0

(0)

6,

0

Italstrade S.p.A.

0

75

4,

0

0

7

0

0

10

0

80

Partenopea Finanza di Progetto S.c.p.A. in Composition with creditors

0

7,

0

0

0

17,

0

0

19

32

0

Romairport S.r.l.

0

10,

91

0

0

3,

0

0

2

3

0

Sirjo Scpa

0

18,

2,

0

0

28,

0

0

3,

33

Other

2,

28,

3,

4,

0

24,

0

9,

5,

5,

16,

,

,

4,

0

,

,

9,

20,

23,

8,

Joint ventures

 

 

 

 

 

 

 

 

 

 

 

Ankara Etlik Hastante A.S.

0

7,

0

80,

0

0

0

2,

0

Consorzio A.F.T. Kramis

0

5,

0

0

0

0

0

15

0

Other*

0

7,

0

0

3,

0

0

0

2

0

13,

8,

0

80,

3,

0

0

2,

17

Источник: tallerembajador.com.mx

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