Contents
ASTM – SIAS groups
Managed motorway network
Highlights: comparison with main European players
Project “Network”
Transaction summary On 21 December 2006, the Boards of Directors of Autostrada Torino Milano S.p.A. (“ASTM”) and Società Iniziative Autostradali e Servizi S.p.A. (“SIAS”) approved resolutions to launch a planned corporate restructuring (“Plan”) aimed inter alia at simplifying the organizational structure of both groups by combining:- all shareholdings in motorway concession companies under the SIAS group; and
- all other investments in companies operating in engineering, design, infrastructure services, harbors, etc. under ASTM, which will increase its shareholding in SIAS.
On 28 May 2007 the Boards of Directors of the two companies approved resolutions to implement the Plan, establishing also the terms of the transaction.On 29 June 2007 the SIAS’ extraordinary Shareholders’ meeting gave the green light to the share capital increase by means of a share issue reserved to ASTM via the issue of 100 m new ordinary shares (for a total amont of 1,019 euro million) on the back of the conferral of SATAP and Road Link.As a result of this reorganization, the group’s corporate structure, comparable to that of the main European players, consist of:- a diversified, listed holding company (ASTM) focused on developing the areas of business mentioned above, as well as other related sectors to be identified in the future, on the basis of market opportunities;
- a listed sub-holding company (SIAS) focused on managing shareholdings in motorway concession companies, with a floating stock objective of around 40-45% of share capital.
Developments in company structure: organization prior to restructuring
Summary of transactions The transaction has provided for the following transfers to “Holding Piemonte e Val d’Aosta” (“HPVdA”)(1), which has been funded entirely from the proceeds of a rights issue subscribed by sole shareholder SIAS:
Developments in company structure: current organization
Rationale for the transaction As already disclosed to the market, the main benefits of the Plan, which is expected to be fully completed by July of this year(1), include the following:- to improve the allocation of financial flows in consolidated terms among the various concession companies, based on the requirements associated with their individual investment plans and taking into account the increasing difficulty encountered in raising public contributions;
- to provide the concession arm of the company with adequate critical mass, in keeping with the current process of concentration taking place among toll roads operators in Europe, with resulting growth in size and market value;
- to optimize financial and capital ratios, particularly with a view to potentially applying for a rating to be assigned by an outside agency;
- as regards SIAS, to increase the amount of floating stock and the liquidity of the shares.
Simplified group organization The current group structure as a result of the reorganization could be represented, in terms of line of business, as follows:
Structure of main European players: Abertis Abertis was created in 2003 from the merger between Acesa, Iberpistas (previously acquired by the Acesa group) and Aurea, creating a total managed network of around 1,500 km.During 2006, as part of a consortium with other investors, Abertis acquired 100% of SANEF (Société des Autoroutes du Nord et de l’Est de la France), expanding the managed motorway network from 1,500 km to over 3,200 km. The group also operates in the airport management sector through the subsidiary TBI, and in the logistics and car parking sectors through other group companies.At year-end 2006, as part of its diversification strategy Abertis acquired a 32% shareholding in Eutelsat Communications, the listed holding company of the group of the same name, and one of the world’s leading satellite broadcasting operators.
Structure of main European players: Ferrovial The Ferrovial group is one of Europe’s leading diversified groups, with sales of over €12bn in 2006, 40% of which was earned in the construction sector, 35% in the service sector (road and infrastructure maintenance, waste treatment, facility management, handling, etc.), and the other 25% in activities managed under concession.The concession business consists mainly of activities carried out through the main sub-holding company CINTRA, which manages 2,500 km of toll motorway stretches and car parks, and BAA, acquired during 2006 following a takeover bid (and subsequent delisting), which operates in airport management.
Structure of main European players: Vinci Vinci, the leading European construction group by sales (€26bn in 2006), operates in the civil and infrastructure building sector, in the construction and development of electricity and telecommunication networks, and the construction and management of roads and motorways.As a result of the consolidation of the shareholding originally owned in ASF (and Escota), which took place after the takeover bid made in 2006, the group currently manages over 4,300 km of toll motorways under concession (including the stretches relating to Cofiroute). Group structure consists of a holding company controlling sub-holding companies/dedicated operating companies in each segment of its business.
Structure of main European players: Eiffage The Eiffage group is the third largest operator in the French construction sector after Vinci and Bouygues, leader in the BTP sector with a total turnover of over €10bn.The listed parent company owns shareholdings in around 200 dedicated companies operating in the infrastructure construction sector as well as in the energy and concession sector.During 2006, in a joint operation with Macquarie, the group bought a majority share in the capital of APRR (Autoroutes Paris Rhin Rhône), a listed company and the second-largest French operator with approximately 2,300 km of motorways managed.
Stock market prices The performance of ASTM and SIAS share prices since 21 December 2006, when the reorganization was announced, reflects substantial approval by the market:
Financial terms of deal
Criteria adopted
Expert valuation and fairness opinion Furthermore, with respect to the above valuations, the Boards of Directors of ASTM and SIAS, in compliance with the provisions of the Italian Civil Code, also referred to the following for the purpose of calculating the financial terms of the deal: - “Appraisal Report” drawn up by the expert appointed by the Court of Turin2 following a joint request made by ASTM and SIAS pursuant to:
- Article 2343 of the Italian Civil Code, with regard to the value of the assets being contributed to SIAS (SATAP and Road Link Holdings)
- Article 2343-bis of the Italian Civil Code, with regard to the value of the assets being sold to HPVdA
- average stock market prices over the past six months (as at 20 December 2006) of SIAS shares, pursuant to Article 2441, paragraph 6 of the Italian Civil Code, according to which “the performance of shares over the last six months” must be taken into consideration for listed shares when determining the issue price for capital increases which exclude option rights.
The same expert was also appointed jointly by ASTM and SIAS on a voluntary basis, to provide a valuation of the issue price of SIAS shares so as to ensure uniformity of valuation in relation to the assets being contributed, and the values of the remaining transactions not included in the Appraisal Report.Morgan Stanley and Credit Suisse, respectively appointed by ASTM and SIAS, issued fairness opinions on the values on which the individual transactions provided for in the Plan have been based.
Value of ranges identified
Summary of transaction values Based on the valuations carried out by the expert, all of which fall within the range identified, the values used as the basis for each transaction comprised in the Plan are as follows:
Further considerations The valuations used as the basis for the contributions in kind did not take into account the expected effects of the following factors, among others:- For SIAS:
- changes to existing current capital structure;
- improvement in EV/EBITDA multiple and increase in EPS;
- greater traffic expected on the motorway section managed by SALT as a result of potential construction of the new Parma-Nogarole Rocca stretch (CISA 2);
- like-for-like reduction in cost of borrowing, as a result of (i) normalization of financial flows at consolidated level, and (ii) possibility of company obtaining a rating;
- expected increase in floating stocks and liquidity of the shares;
- creation of critical mass almost double the current level in terms of value and network managed;
- concentration of geographically contiguous assets in a vehicle company (HPVdA), which will encourage other shareholders of the companies involved to take equity interests on an aggregation logic basis, and where such an aggregation would be of interest;
- greater financial capacity aimed at supporting new investments in the motorway sector.
Further considerations (cont.) - For SATAP:
- greater traffic expected due to the new Asti-Cuneo stretch possibly starting up, interconnected with the A21 Turin-Alessandria-Piacenza section managed by SATAP;
- greater flow of traffic as a result of the potential construction and start up of the new Broni-Mortara (Stroppiana) stretch, also interconnected to the A21 section;
- synergies resulting from management of the A4 Turin-Milan stretch located along the Lisbon-Kiev Corridor 5;
- further upside associated with the new Exhibition Complex in Milan;
- reduction of the cost of borrowing as mentioned above.
Changes to capital structure
SIAS Group: changes in main indicators
Stock market prices following announcement of financial terms
Conclusions
Conclusions Operation “Network” represents the first stage of a gradual strategic process aimed at equipping the ASTM-SIAS group with a company structure which is suitable to enable the next stages to take place:- through SIAS, consolidation of presence in the motorway concession sector in Italy while at the same time pursuing international development strategy;
- through ASTM, start-up of a gradual diversification strategy aimed at becoming the leading player in Italy and, progressively, one of the main players at European level, in the infrastructure, services and concessions sectors.
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