INVITATION TO EXPRESS INTEREST FOR THE ACQUISITION OF THE REAL ESTATE OWNED BY EUR S.PA.

Transcription

1 INVITATION TO EXPRESS INTEREST FOR THE ACQUISITION OF THE REAL ESTATE OWNED BY EUR S.PA. EUR S.p.A., with main office in Rome, Largo Virgilio Testa, n. 23, registered on the Registro delle Imprese of Rome, Fiscal Code n , VAT n , GRANTED THAT (A) (B) (C) EUR S.p.A. (hereinafter, Eur or the Company ) is a company 90% owned by the Ministero dell Economia e delle Finanze (Italian Ministry of Economy and Finance) and 10% by Roma Capitale (Municipality of Rome); On 12 December 2014, the Company submitted to the Court of Rome a request for admission to concordato preventive proceedings (composition with creditors), pursuant to article 161, par. 6, of Decree no. 267 of 16 March 1942 (hereinafter Bankruptcy Law ). The Court of Rome, with its own decision of 23 December 2014, granted the Company s request and authorized Eur to submit a final draft of concordato preventivo, or, alternatively, a debt restructuring agreement ( accordo di ristrutturazione dei debiti ), pursuant to article 182-bis of the Bankruptcy Law, by the deadline of 24 April In this context and for the purposes of the industrial plan that the Company is settling, Eur is currently considering to put up for sale some buildings of its own property and in particular, the following real estate (hereinafter, the Real Estate ): (i) Palazzo della Scienza Universale, located in Rome, Piazza G. Marconi, Viale Cristoforo Colombo, Viale Asia, Via Sthendal, Via della Civiltà Romana, with an overall area of mq of gross area, over four floors and a not covered area of mq; (iv) Palazzo delle Arti e Tradizioni Popolari, located in Rome, via Piazza G. Marconi, Viale Cristoforo Colombo, Viale Civiltà del Lavoro, Piazza J.F. Kennedy, Via Montaigne, Via della Civiltà Romana with an overall area of of gross area, over four floors and a not covered area of mq; Palazzo Mostra dell Autarchia e del Corporativismo, located in Rome, Piazzale degli Archivi di Stato, Via dell Arte, Via dell Archivio di Stato, Via del Poggio Laurentino, Piazzale R. Schuman, Via dell Architettura with an overall area of of gross area, over five floors and a not covered area of mq; Palazzo dell Arte Moderna, located in Rome, Piazza G. Marconi, Viale Cristoforo Colombo, Viale Asia, Via Tolstoj with an overall area of of gross area, over four floors and a not covered area of mq;

2 (D) (E) (F) (G) (v) (vi) (vii) Palazzo Mostra dell Agricoltura e delle Bonifiche (edificio Nord), located in Rome, Via dell Arte, Viale dell Aeronautica, with an overall area of of gross area, over five floors and a not covered area of mq; Palazzo Mostra dell Agricoltura e delle Bonifiche (edificio Sud), located in Rome, Via dell Arte, Viale dell Aeronautica, Viale dei Pirenei with an overall area of of gross area over five floors and a not covered area of mq. Hotel annexed to the new Congress and Convention Center, located in Rome, viale Europa with an overall area of of gross area over eighteen floors, including a basement, and a parking on the second basement, with an overall area of mq., in addition to other outdoor appliances. In this regard, the Company has already received expressions of interest from certain qualified parties, who met the requisites set out in the following paragraphs of the present invitation (hereinafter, Invitation ), and, accordingly, Eur has allowed those parties to carry out the Due Diligence, accessing the Data Room set up by the Company, as well as to carry out sit visit at the Real Estate. Given the above, Eur intends to further solicit the market, seeking for expression of interests in accordance with the present Invitation, in order to ascertain the existence of further parties interested in purchasing one or more Real Estate. Parties who express their interest in compliance with the present Invitation will be admitted to carry out the Due Diligence with reference to the relevant Real Estate, accessing the Data Room arranged by the Company, as well as to carry out site visit at the Real Estate. During the Due Diligence, the admitted parties will receive instructions to submit their binding offer in order to purchase one or more Real Estate. Granted this, Eur INVITES all candidates interested in the acquisition of one or more of the aforementioned Real Estate to express their interest according to the following procedure. 1. Procedure and terms to express interest for the acquisition of Real Estate. 2

3 1.1. Parties eligible to apply for this position may be both Italian and foreign candidates, that carry a legal entity, following the home-country legislation, or investment funds The expression of interest must be subscribed by a legal representative duly authorized. If the expression of interest is submitted by groups of companies, rules stated in the following 2.3. must be observed No interested party is allowed to submit, directly or indirectly, individually or jointly with other candidates, more than one expression of interest for each Real Estate Candidates that at the time of their application are in liquidation, or are undergoing a bankruptcy procedure or any other procedure that may show insolvency state, the ceasing of the activity or subjected to coercive management will not be allowed to apply Parties interested in applying for the purchase of one or more Real Estate according to the present Invitation (hereinafter, Procedure ) and fulfilling all the above-mentioned requirements shall send a letter to express their interest, either in Italian or English, together with the required documentation indicated at the following 2.1, all in a closed envelope mentioning Expression of Interest Real Estate Eur. The envelope will be delivered by hand or sent through either registered mail or express to main office of the Company at the following address: Via Ciro il Grande, no. 16, Rome, to the Chief Executive Officer The deadline for submitting the expressions of interest is not later than March 23 th, 2015 by close of business Parties sending the letter to express interest (together with the required documentation) and underwriting the Confidentiality Agreement (Annex n. 1 - Confidentiality Agreement), and the Data Room Regulation (Annex n. 2 - Data Room Regulation), and fulfilling all the requirements mentioned in the present Invitation, will be granted access the Data Room until April 10 th, Besides, those parties will be allowed to carry out site visit at the Real Estate regarding which they submitted the expression of interest, in accordance with timing and conditions communicated at a later stage by the Company or by its consultants. 2. Minimum content for the application The expression of interest must be written in a letter form, undersigned by the legal representative of the candidate or by a person with the legal power to bind the candidate itself. The expression of interest must also include the proper documentation proving the signing power of the legal representative as well as the following documentation: 3

4 (i) a short illustration of the motivations behind the interest in the acquisition; a short profile of the activities carried out by the interested party with the documentation proving its financial soundness. a copy of the Italian version of the present Invitation, signed on every single page and undersigned by the legal representative to confirm the acceptance of all the conditions mentioned; (iv) a copy of the Italian version of the Confidentiality Agreement (Annex n. 1 - Confidentiality Agreement) signed on every single page and undersigned by the legal representative to confirm the acceptance of all the conditions mentioned; (v) a copy of the Italian version of the Data Room Regulation (Annex n. 2 Data Room Regulation), signed on every single page and undersigned by the legal representative to confirm the acceptance of all the conditions mentioned; (vi) the declaration, using the form available on the Eur website, by which the legal representative of the candidate, or another person with the legal power to bind the candidate itself, declares: that all the qualification required for the participation to the Procedure are met; the non-existence, for the interested party, of liquidation procedures, bankruptcy procedures and coercive management, or any other procedure that could show insolvency state or the ceasing of the activity; that the interested party is committed, in case of continuation of the Procedure, to disclose the necessary documentation for the verification, also through self-certification, of the non-existence of impedimental conditions as stated in the Italian anti-mafia law or in any other rule; name, phone number, address and address, where possible, of the references of the interested candidate or, equivalently, in the case of a application coming from a Consortium, of the common reference ( Head of Consortium ), entrusted by each component; the assent to treatment of submitted personal data; the acceptance for the terms and conditions provided by the present invitation. 4

5 2.2. Candidates submitting correctly the expression of interest and fulfilling all the requirements, might be asked to send a copy, in Italian or English, before or after the Due Diligence, of the following documents: (i) (iv) (v) (vi) (vii) complete identification data of the interested candidate/s; the certificate of incorporation and the articles of association in force of the interested candidate/s or the equivalent documentation for foreign companies; certification of registration to the companies registration office or equivalent documentation for foreign companies, issued no earlier than 60 days before the publication of the present invitation; list of the corporate bodies components (Board of Directors, Board of Auditors, or other relevant corporate bodies); financial statements and, if any, consolidated financial statements of the last two years, other (if any) approved documentation regarding the year 2014, and where possible, financial statements and consolidated financial statements for the last two years of the controlling company/ies, or rather, for those companies that were set up during the last two years, all available financial statements. All documents must be accompanied by the proper documentation coming from the corporate bodies, as well as by any supplementary certification; in the event that participant is a fund, in addition to the above mentioned documents with regard to the management company, the asset management reports or other equivalent documents for the last two years. In the case of parties which have been in existence for less than two years, the above mentioned documents must be delivered to the extent available; any indication regarding legal and/or financial advisors and/or other advisors that will assist the subject during the Procedure; declaration of truthfulness and validity of the aforementioned documents In the case of the interest to the operation being expressed by a Consortium or a Newco, the individuals participating to the Consortium or the shareholders of the Newco will have to set up a joined application, undersigned by their authorized legal representatives, in which they will have to indicate the designated individual as the common mandate holder for the completion of the procedure ( Consortium Head ). Individuals of the Consortium, or rather the shareholders of the Newco, will be jointly and severally responsible for the obligations set forth in the present Invitation and arising from the participation to the Procedure. The documents mentioned in point 2.1 and 2.2 will have to be submitted by all members of the Consortium. In addition to 5

6 this, a copy of the agreements regulating the relation existing between the members of the Consortium will have to be submitted. If the interest is expressed through a Newco, the relative percentage held by each shareholder in the capital of the Newco will have to be specified Following methodologies that will be presented during a further state of the Procedure, it will be possible to modify the composition of the Consortium, the structure of the set up NewCo or to be set up, with the participation of new subjects, or rather aggregations of single parties that have already applied. In these cases, the new candidates potentially entering the Consortium or the shareholding structure of the NewCo will have to meet the requirements and will have to submit the required documentation according to what is stated in the present invitation. Eur reserves the right to verify the meeting of the requirements aforementioned and the consistency of the letters of expression of interest coming from the new candidates At any point in time during the Procedure, Eur reserves in any case the right to ask for further documentation useful and necessary in order to evaluate the meeting of requirements in order to attend the Procedure Eur will verify the meeting of the aforementioned requirements of the interested candidates and the conformity of the letters of application to the requirements of the present Invitation, so as to be admitted to the Due Diligence. In any case, Eur reserves any right to further evaluate and select the interested parties for the purposes of admission to the Procedure. 3. Nature of the invitation to express interest 3.1. This announcement exclusively represents an invitation to express interest, and neither an invitation to make an offer, nor an offer under article 1336 of the Italian Civil Code, or a solicitation of public saving under articole 94 and following, of Law Decree n.58, of February 24th, Publication of this Invitation and receiving applications do not represent for Eur any form of commitment or obligation, with respect to the candidates, to carry out the procedure, nor, for those, the right for any kind of fulfillment from Eur in any way Eur reserves the right to: (i) withdraw at any time from the negotiations, at whatever stage these may be; suspend, interrupt, temporarily or definitively, contacts with one or more than one or all the participants to the Procedure; modify, cancel, prolong, extend, and/or suspend, at any time, this Procedure; 6

7 (iv) 4. Various select the buyer at its unquestionable discretion, even among third parties not attending this Procedure, without setting the conditions for the interested subjects to bring up against Eur any claim in the form of compensation or indemnity. It is understood that the sale transaction will be completed in any case only after the positive execution of administrative fulfillments, where necessary The treatment of data submitted by candidates will take place according to the instructions of Law Decree n. n. 196 of 30 June, 2003, granting complete privacy to the candidates that apply. Treatment of data has the sole purpose to allow the control process for the eligibility of the candidates to take part in the Procedure, as well as to ensure a fair development of the Procedure. Eur S.p.A. will be responsible for the treatment of this data and, according to art. 7 of Law Decree n.196 of 30 June 2003, the candidate will be entitled to exercise its right against him This invitation and the entire Procedure are regulated by the Italian law; for any controversy that could arise with respect to the interpretation pertaining to these matters, the Court of Rome will be the exclusive competent institution The content of this Invitation is available in full at Eur website, at the page The Italian version of this invitation and all its annexes prevails over any other version or abstract in a different language By submitting the application, the candidates clearly and unconditionally accept what provided and reported in this Invitation For any clarification or further information, interested parties will have to exclusively contact, in written form, at the following address: vendita.immobili@romaeur.it, mentioning in the object: Procedure Real Estate Eur Request of Information. Roma, 11 marzo 2015 EUR S.P.A. CEO dott. Gianluca Lo Presti 7