AMENDMENT TO THE TERMS AND CONDITIONS OF THE SUPER-SENIOR NOTES DENOMINATED “EURO 75,000,000.00 SUPER-SENIOR SECURED PIYC FLOATING RATE NOTES DUE 12 FEBRUARY 2022”
(ISIN: IT0005359267)
Certain amendments to the terms and conditions of the super-senior notes denominated “Euro 75,000,000.00 Super-senior Secured PIYC Floating Rate Notes due 12 February 2022” (ISIN IT0005359267) issued by Astaldi S.p.A. on 12 February 2019 were approved today by the relevant Meeting of Noteholders.
Such amendments are necessary for obtaining the necessary financing to implement the Company's composition with creditors plan (piano concordatario)
On the date hereof, in implementation of the provisions of the composition with creditors plan (piano concordatario) of Astaldi S.p.A (“Astaldi” or the “Company”), the meeting of the noteholders of the “Euro 75,000,000.00 Super-senior Secured PIYC Floating Rate Notes due 12 February 2022” (the “Notes” and the “Meeting of Noteholders”), held as a 100% quorate meeting without formal notice of call (assemblea in forma totalitaria), unanimously resolved to approve certain amendments to the terms and conditions of the Notes (the “Terms and Conditions of the Notes”), as already resolved and approved by the Board of Directors of Astaldi held on November 21, 2019 (the “Board of Directors”).
The Notes are super-senior (prededucibili) pursuant to article 111 of the of Royal Decree 267 of 16 March 1942, as amended from time to time, secured and non-convertible.
The amendments include (i) the increase of the maximum aggregate nominal amount of the Notes up to Euro 190,000,000.00, in order to allow Astaldi to issue, in one or more tranches, by February 11, 2020, further Notes for an amount up to Euro 115,000,000.00; (ii) the confirmation and extension of certain existing security; and (iii) the granting of new security in favour of the holders of the Notes (in particular, security over certain receivables of Astaldi and of a company controlled by Astaldi) (the “New Security”).
The amendments to Terms and Conditions of the Notes also include certain further amendments necessary or appropriate to ensure the consistency of the Terms and Conditions of the Notes with the provisions set forth in the composition with creditors plan (piano concordatario) following the admission of Astaldi to the composition with creditors procedure on a direct going concern basis (procedura di concordato preventivo in continuità aziendale diretta) by the Court of Rome on August 5, 2019.
Following the abovementioned amendments to Terms and Conditions of the Notes, the denomination of the Notes is amended to “Up to Euro 190,000,000.00 Super-senior Secured PIYC Floating Rate Notes due 12 February 2022”.
The Board of Directors and the Meeting of Noteholders resolved to approve such amendments to the Terms and Conditions of the Notes, to issue the abovementioned further tranches of the Notes and to grant the New Security following the authorisation of the Court of Rome of August 5, 2019, which authorised Astaldi to incur further super-senior debt in order to support the financial needs of the Company until the validation (omologa) of the composition with creditors plan (piano concordatario) (please see the relevant press release dated August 5, 2019, available on the website www.astaldi.com, Section Media // Press Releases).
For further information on the amendments to the Terms and Conditions of the Notes, please refer to the minutes of the Meeting of Noteholders which will be made available to the public on Astaldi’s website (www.astaldi.com, Section Governance // Shareholders/Bondholders Meeting) by the date provided by current legislation.
The summary report of the votes of the Meeting of Noteholders will be made available to the public on the same Astaldi website (www.astaldi.com, Section Governance // Shareholders/Bondholders Meeting) by the date provided by current legislation.
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