S.E. Giulio Terzi Di Sant'agata Ministero Degli Affari Esteri Piazzale Della Farnesina, 1 I-00135 ROMA
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EUROPEAN COMMISSION Brussels, 15.03.2013 C (2013)1660 final PUBLIC VERSION This document is made available for information purposes only. Subject: State aid SA. 36092 (2013/N) – Rescue aid to RDB SpA – Italy Sir, 1. PROCEDURE (1) On 17 January 2012, Italy notified rescue aid to RDB SpA. The Commission services requested additional information by e-mail of 23 January 2013. Italy provided the information requested by e-mail of 24 January 2013. 2. DESCRIPTION 2.1. The beneficiary (2) RDB SpA designs, produces and installs construction prefabricates. The company is specialised in large buildings and structures, and its history goes back to the year 1908. RDB SpA is headquartered in Pontenure, province of S.E. Giulio Terzi di Sant'Agata Ministero degli Affari Esteri Piazzale della Farnesina, 1 I-00135 ROMA Commission européenne, B-1049 Bruxelles – Belgique Europese Commissie, B-1049 Brussel – België Telefono: 00-32-(0)2-299.11.11 Piacenza, region of Emilia Romagna - an area that is not eligible for regional aid during the period 2007-2013.1 (3) As of December 2012, RDB SpA had four productions sites, located respectively in: Monticelli d'Ongina – province of Piacenza, region of Emilia Romagna;2 Belfiore – province of Verona, region of Venezia;3 Tortoreto – province of Teramo, region of Abruzzo;4 and Bellona – province of Caserta, region of Campania.5 Only the first two of these production sites, i.e. Monticelli d'Ongina and Belfiore, were active as of December 2012. As of the same date, RDB SpA had 707 employees, of which 530 were in Cassa Integrazione Guadagni Straordinaria (CIGS).6 (4) RDB SpA holds participations of 91.05% and 91.67% respectively in: RDB Hebel SpA, which is specialised in concrete constructions, and RDB Terrecotte Srl, which is specialised in brick-covered constructions (laterizi faccia a vista).7 Both RDB Hebel SpA and RDB Terrecotte Srl are located in Pontenure, province of Piacenza, region of Emilia Romagna.8 Hereinafter, RBD SpA and these two controlled companies are referred to as 'the RDB group'. (5) The RDB group was considerably affected by the reduction of construction projects and payment delays in the context of the economic and financial crisis. The table below summarises the key financial indicators of the RDB group, based on the closed financial reports for 2010 and 2011, consolidated at the level of the group. At the time of the notification, only provisional financial reports for the first 6 months of 2012, for RDB SpA only, were available. As the RDB group was put in insolvency in 2012 (see recitals 6- 10 below), it no longer has the legal obligation of closing financial reports. The data below indicates efforts to reduce the high level of indebtedness of the group, but in spite of these efforts, from 2010 to 2011 the group's own equity registered a dramatic change, from EUR 134.1 in 2010 to –EUR 110.9 in 2011. 1 See National regional state aid map for Italy, approved by the Commission by Decision of 28 November 2007 in state aid case N 324/07 Italy, OJ C 90 of 11.4.2008, p. 4-, available at http://eur-lex.europa.eu/LexUriServ/LexUriServ.do?uri=OJ:C:2008:090:0004:0015:EN:PDF. 2 Not eligible for regional aid during the period 2007-2013 – see ftn. 1 above. 3 Not eligible for regional aid during the period 2007-2013 - see ftn. 1 above. 4 Commune eligible for regional aid up to a ceiling of 15% during the period 2007-2013 – see ftn. 1 above. 5 The whole region of Campania is an assisted area under Article 107(3)(a) TFEU during the period 2007-2013, with a maximum ceiling of regional aid for large undertakings of 30% - see ftn. 1 above. 6 Cassa Integrazione Guadagni Straordinaria (CIGS) is the Italian system whereby employees in companies in insolvency, restructuring etc., who interrupted their activity or work on a reduced basis, are paid part of the salaries they would have normally received by the State, on a temporary and limited basis. Further information available on http://www.inps.it/portale/default.aspx?itemdir=5796. 7 Further information about the RDB group and its members is available at www.rdb.it. 8 Not eligible for regional aid during the period 2007-2013 – see ftn. 1 above. 2 (in million EUR) 2010 2011 EBITDA 1.0 -71.4 Revenue from sales 201.3 138.6 Registered capital 42.98 57.85 Reserves 93.51 89.85 Own equity 134.1 -110.9 Total debt 296.55 220.96 Net financial debt -117.0 -68.3 Debt/equity 2.21 -1.99 (6) Against this background, the group leader RDB SpA was declared insolvent by judgment of 13 July 2012 by the Court of Piacenza. By ruling of 13 Augusta 2012, the Court of Piacenza opened the special administration procedure (Amministrazione Straordinaria) for RDB SpA. (7) In the Italian legal system, large companies in insolvency for which the court establishes that there are perspectives of recovery may be placed under this special administration procedure. This procedure, governed by the Law Decree (Decreto Legislativo) 270/99,9 allows large insolvent companies to continue their activity under the supervision of court-appointed administrators (Commisari Straordinari), with a view to either being restructured or being sold to third parties as an on-going concern. (8) By Ministerial Decree of 17 September 2012, the Italian Ministry of Economic Development (Ministero per lo Sviluppo Economico) appointed three Special Commissioners (Commisari Straordinari) to administrate RDB SpA throughout the special administration procedure. (9) The special administration procedure established by Law Decree 270/99 foresees that, within two months from the opening of the special administration procedure, the appointed Special Commissioners must present to the Ministry of Economic Development a Report proposing either that the company be sold based on a program for the sale of the company assets (programma di cessione dei beni aziendali10), or that the company be restructured, on the basis of a restructuring plan lasting no longer than 2 years. (10) In the case of RDB SpA, the Special Commissioners presented this Report on 17 December 2012. The Report proposes sale of the company assets within a programma di cessione. The Special Commissioners note that the alternative of restructuring would require a large recapitalisation, which does not seem realistic in the current economic and financial context. At the time of the notification the Ministry of Economic development had not yet taken a decision on the Report. Should the proposal of the Special Commissioners of a programma di cessione for RDB SpA be approved, then, under Art. 66 of the Decreto Legislativo 270/99, the programma di cessione must be completed 9 Published in the Gazzetta Ufficiale n. 185 of 9 August 1999. 10 Art. 27, comma 2, of the Decreto Legislativo 270/99. 3 within 12 months from its approval. This period may be prolonged up to maximum 3 months if proven necessary for finalising the sale to third parties. (11) In parallel with the above-described developments, the two controlled subsidiaries of RDB SpA, i.e. RDB Hebel SpA and RDB Terrecotte Srl, were also declared insolvent by ruling of the Court of Piacenza of 10 August 2012. By ruling of 11 December 2012, the Court of Piacenza added the two controlled subsidiaries into the special administration procedure of the leader of the group, RDB SpA. The entire RDB group is currently under the supervision of RDB SpA's three Special Commissioners. (12) It is also noted that, at the time when RDB SpA was admitted to insolvency, it held a participation of 50% into a Joint-Venture entitled RDB El Seif Company Ltd. The other 50% of the Joint-Venture was owned by the Saudi Arabian company El Seif Commercial Investment Company. In November 2012, RDB SpA sold its 50% participation into this Joint-Venture to the Saudi Arabian partner. 2.2. The notified measure (13) Italy notified a state guarantee covering 100% of a credit line of EUR 25 million, to be used as follows: EUR 15 million for financing the working capital needed for continuing operations, and EUR 10 million for bid/performance/advance payments (fidejussioni a sostegno di operazioni commerciali) which guarantee to the clients completion of their orders. No fee will be charged for this guarantee. (14) The terms and conditions of the actual financing are still not defined, but the Italian authorities commit that the financing shall be granted at an interest rate comparable to those of loans to healthy firms, and in any event, above the reference rate adopted by the Commission for Italy. Hence the 1-year IBOR rate increased with at least 100 basis points will be applied.11 (15) The state guarantee shall be issued on 1 May 2013, for six months, i.e. until 1 November 2013. Within 4 months from the opening of the credit line, the beneficiary must present either a restructuring or liquidation plan, or confirm the contractual engagement to reimburse the financing until expiry of the guarantee. (16) The Italian authorities have also confirmed that neither RDB SpA nor the members of RDB group have received any rescue or restructuring aid in the ten years preceding the notification. 11 In line with the Communication from the Commission on the revision of the method for setting the reference and discount rates, OJ C 14 of 19.01.2008, p. 6 (hereafter: "the 2008 Reference Rate Communication"). 4 3. ASSESSMENT 3.1. Existence of state aid (17) Article 107(1) TFEU stipulates that any aid granted by a Member State or through state resources in any form whatsoever, which distorts or threatens to distort competition by favouring certain undertakings or the production of certain goods and affects trade among Member States is incompatible with the internal market.