1 Parco Eolico Casalduni House S.R.L. a Limited Liability Company
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Parco Eolico Casalduni House S.r.l. a limited liability company incorporated under Italian law having its registered office in Viale Abruzzo, 410, 66100 Chieti (CH), Italy Share capital of euro 40,000 fully paid-in Tax code, VAT number and registration number with the companies’ register of Chieti-Pescara under number 01527100620 R.E.A. no. 189160 Admission Document in connection with the application for admission to trading of the financial instruments named “Euro 49,100,000 Secured Notes due 31 December 2029" ISIN IT0005432122, issue price: 100% (the “Notes”) The Notes are reserved to Qualified Investors, are issued in dematerialised form (forma dematerializzata) in accordance with article 83-bis and subsequent of the Italian Legislative Decree no. 58 of 24 February 1998 as amended and supplemented from time to time (the Financial Law) and the Regulation issued by the Bank of Italy and CONSOB on 13 August 2018, as amended and supplemented from time to time (the BoI/CONSOB Regulation) and will be held through and accounted for in book entry form with the central securities depository and management system managed by Monte Titoli S.p.A. CONSOB AND THE ITALIAN STOCK EXCHANGE HAVE NOT EXAMINED NOR APPROVED THE CONTENT OF THIS ADMISSION DOCUMENT This admission document is dated 23 December 2020. 1 Contents Clause Page 1 DEFINITIONS ................................................................................................................................ 3 2 PERSONS RESPONSIBLE .......................................................................................................... 3 3 KEY FEATURES ........................................................................................................................... 4 4 RISK FACTORS ............................................................................................................................ 8 5 INFORMATION ABOUT THE ISSUER ....................................................................................... 21 6 USE OF THE PROCEEDS .......................................................................................................... 24 7 ADMISSION TO TRADING AND DEALING ARRANGEMENTS ................................................ 25 ANNEX 1 ............................................................................................................................................... 26 Financial statements .............................................................................................................................. 26 ANNEX 2 ............................................................................................................................................... 27 Terms and Conditions of the Notes ....................................................................................................... 27 2 1 DEFINITIONS In this Admission Document and save where the context requires otherwise, the following words and expressions, unless otherwise specified, shall have the meaning attributed to them in the terms and conditions of the Notes attached hereto as Annex 2. 2 PERSONS RESPONSIBLE 2.1 The Issuer is the only responsible for the information provided under this Admission Document. 2.2 The Issuer states that this Admission Document has been subject to appropriate review as to its completeness, consistency, and understandability. To the best of the knowledge of the Issuer (which has taken all reasonable care to ensure that such is the case), the information contained in this Admission Document for which the Issuer takes responsibility is in accordance with the facts and does not contain any omission likely to affect the import of such information. 2.3 Pursuant to the Subscription Agreement the Notes will be subscribed by the Initial Noteholders. No conflicts of interest exist between the Issuer and the Initial Noteholders. 3 3 KEY FEATURES The following is a summary of the main information on the transactions and assets underlying the Notes. It has to be read as an introduction to this Admission Document and is qualified in its entirety by reference to the information presented elsewhere in this Admission Document. Certain terms used in this section, which are not defined, may be found in other sections of this Admission Document, unless otherwise stated. 3.1 Principal Parties (i) (A) Rivage Euro Debt Infrastructure High Return, represented by Rivage Investment SAS as fund manager, with registered office in 5 Rue Drouot, 75009 – Paris (FR), registered with the register of trade and companies of Paris under number 522660877, Italian fiscal code number 97881530154; and (B) Foresight Group S.C.A. SICAV-SIF, Société d`Investissment à Capital Variable - Fonds d'Investissement Spécialisé, with registered office in L-2320 Luxembourg, 68-70 Boulevard de la Pétrusse, registration number with the Company Register of Luxembourg with number B220950. Italian fiscal code number 97822570152, represented by its shareholder Foresight Group S.à r.l., Société à responsabilité limité, with registered office in L-2320 Luxembourg, 68-70 Boulevard de la Pétrusse, registration number with the Company Register of Luxembourg with number B220274, in their respective capacities as Initial Noteholders; (ii) Banca Finanziaria Internazionale S.p.A., in its capacities as Calculation Agent and Principal Paying Agent; (iii) Bondholders S.A., in its capacities as Noteholders’ Representative and Security Agent; and (iv) the Issuer. 3.2 Description of the Plant The plant is a wind farm for a total capacity of 34,65 MW, with a related production of 122.431 MWh (the “Plant”). It will consist of N° 10 (ten) wind turbine generators (“WTGs”), type SG132 3465 kW + 50Hz, with all technical certifications (including Type Certificate) necessary to comply with applicable law. The Issuer is a limited liability company incorporated under Italian law, belonging to the Toto Group. In particular, the Issuer is wholly controlled by Renexia PECH S.p.A. and has been established with the specific purpose of carrying out the construction and operation of the Plant. Renexia PECH SpA is a joint stock company incorporated under Italian law, entirely owned by Renexia S.p.A., which is the Toto Group’s entity dedicated to the development of energy projects. The Issuer has been authorized to the construction of the Plant pursuant to article 12 paragraph 3 of Italian legislative decree No. 387/2003, by way of single authorization issued by the Campania Region by way of the Executive Decree (Decreto Dirigenziale) No. 28, dated 22 March 2016 (the “Single Authorization”), as rectified by way of the Executive Decree (Decreto Dirigenziale) No. 10, dated 22 February 2017, published on the Official Gazette No. 17, dated 27 February 2017 and as modified by way of the Executive Decree (Decreto Dirigenziale) No. 465, dated 27 November 2019. The Plant shall be built by Renexia Services S.r.l. (the “EPC Contractor”), a limited liability company incorporated under Italian Law, belonging to Toto Group and controlled by Renexia S.p.A., which have already completed similar plants, pursuant to an engineering, procurement and construction agreement entered into with the Issuer (the “EPC Contract”). The construction activities of the Plant will be started by the fourth quarter of 2020 and the full construction process will have a duration of 15 (fifteen) months from the notice to proceed to the suppliers selected by the EPC Contractor. With reference to the main suppliers involved into the realization of the Plant, among other, the EPC Contractor has selected, respectively: 4 (i) Siemens Gamesa Renewable Energy Eolica S.L. Unipersonal, incorporated under Spanish law and Siemens Gamesa Renewable Energy Wind S.r.l. an Italian limited liability company, together and on a joint and several basis, for the supply, transportation, installation and testing of WTGs of the Plant. Moreover, Siemens Gamesa Renewable Energy Wind S.r.l. has entered into with the Issuer an agreement concerning some operational and maintenance services in relation to the Plant which shall be provided by the supplier upon the Plant has been completed; (ii) Siemens Energy S.r.l., a limited liability company incorporated under Italian law, for the supply of electromechanical works and, in particular, the construction of a MV/HV 30/150 transformation substation for connection of the Plant to the National Transmission Grid; and (iii) Nexans Gmbh, a company incorporated under German law, or Prismiam S.p.A., a joint stock company incorporated under Italian law, for the supply of land MV cables, fiber optic cables and their needed accessories. Moreover, upon completion of the Plant, the EPC Contractor and Siemens Gamesa Renewable Energy Eolica S.L. will provide the Issuer with some operational and maintenance services in relation to the Plant. The Plant has received an incentive tariff, pursuant to article 14 of Ministerial Decree 4 July 2019, following the tender held on the basis of the tender notice of 29 May 2020. 3.3 Contractual Structure The contractual structure can be summarised through the following main documents: (A) Finance Documents: (i) the “Subscription Agreement” detailing the obligations of the Issuer and the Initial Noteholders in relation to the issue and the purchase of the Notes by the Initial Noteholders; (ii) the Terms and Conditions; (iii) the “Arranging Fee Letter” and the “Noteholders’ Representative Fee Letter” detailing the fees payable by the Issuer in the context of the issuance of the Notes; (iv) the “Agency Agreement”