THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF THE HOLDERS OF THE NOTES DENOMINATED “€750,000,000 7.125% SENIOR NOTES DUE 2020" (ISIN CODES: XS1000393899 AND XS1000389608) ISSUED BY ASTALDI S.P.A. THE NOTEHOLDERS ARE THEREFORE INVITED TO CONSULT IMMEDIATELY FINANCIAL AND LEGAL ADVISORS ON THE ACTIONS TO BE TAKEN.
The Board of Directors of Astaldi S.p.A. (“Astaldi” or the “Company”) met today and resolved the deferment to 17 March 2020, at 12:00 p.m. (CET) at the Company’s registered office in Via Giulio Vincenzo Bona no. 65, Rome, of the Meeting (the ’“Meeting”) of the holders of the notes denominated “Euro 750,000,000 7.125% Senior Notes due 2020” (Codes ISIN: XS1000393899 and XS1000389608) issued by Astaldi S.p.A. (“Astaldi” or the “Company”), formerly convened on second call on 10 March 2020, at 12:00 p.m. (CET) in Rome to discuss and resolve on Astaldi’s composition proposal on a direct going concern basis. For the sake of clarity, it should be noted that the date of the third call, if needed, remains unchanged at 24 March 2020, at 12:00 p.m. (CET), at the Convention Center (Centro Congressi) of Hotel Cristoforo Colombo, Via Cristoforo Colombo, 710, 00144, Rome, Italy.
The resolution was taken in the light of the worsening of the COVID-19 epidemiological emergency, considering the additional measures recently adopted by the public authorities with the Italian Prime Minister Decree (“D.P.C.M.”) dated 8 March 2020, and taking into account that the expected attendees and the personnel required for the correct conduct of the meeting work could most likely lead those present to a number incompatible with the current requirements for public health protection.
Therefore, the postponement was decided in order to allow to those who have not already done so, to cast their vote electronically, without physically attending the Meeting, in line with the invitation to adopt this voting method already expressed by the Company on 5 March 2020, through the publication of a special press release available on the Company’s website www.astaldi.com (Section Media-Press Releases). To this end, the Company reminds the noteholders that it is possible to express one’s vote by sending electronic instructions (to be provided to the relevant Clearing System through the bank, broker or other intermediary through which one's notes are held). These instructions may be sent not later than 10:00 a.m. (CET) on 16 March 2020, in the manner set out in the notice of call published on 16 January 2020 (the “Notice Call”) and in the proxy solicitation information memorandum published on the same date.
Finally, it should be noted that, for those who have already cast their vote, the possibility still remains of modifying or revoking said instructions not later than 11:59 p.m. (CET) for revocation instructions, if any, and not later than 10:00 a.m. (CET) for modifications, if any, respectively, of the day prior to the date set for the noteholders’ meeting on the new call and, therefore, on 16 March 2020, in case of second call, and on 23 March 2020, in case of third call, if needed.
During the Meeting, the Notary Public and the Common Representative of Noteholders will ascertain the votes electronically cast. The results of the voting shall be announced in the terms and in the manner provided for by the law.
For additional information regarding the Meeting, reference should be made to the Notice of Call available on the Company’s website, www.astaldi.com, Section “Governance–Shareholders/Bondholders Meetings” as well as, inter alia, at Astaldi’s registered office and at the centralised storage mechanism, called “1Info”, available at the address www.1info.it.
Please also note that, if the noteholders have questions regarding the items on the agenda, they can ask them within the third day of trading days of the Luxembourg Stock Exchange prior to the date of the meeting on second call (i.e. on 12 March 2020). The questions, jointly with the suitable documents allowing the identification of the person entitled to vote at the record date (i.e. on 14 February 2020), must be submitted to the Company in writing by registered letter with return receipt sent to the Company’s registered office, or by email to the address obbligazionisti.astaldi@morrowsodali.com. The questions received by the above-mentioned deadline and which result relevant to the items on the agenda will be answered at the latest on the same date of the Meeting through publication on the Company’s website www.astaldi.com (Section “Governance–Shareholders/Bondholders Meetings), with the faculty for the Company of providing a unified answer to the questions having the same content.
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