ASTM GROUP Half Year Financial Report 30 June 2021
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ASTM GROUP Half Year Financial Report 30 June 2021 Contents Introduction Board of Directors and Board of Statutory Auditors 2 Alternative performance measures 4 ASTM S.p.A. Shareholding 5 Main financial highlights 7 Half Year Management Report COVID-19 Pandemic 10 Significant operations 13 Economic, equity and financial data 19 Financial income 24 Group structure and business segments 25 Results of operation 26 Regulatory framework, relations with the granting body and toll rates 38 Risk factors and uncertainties 39 Segment information 40 Other specific information pursuant to current regulations 41 Significant subsequent events 41 Business outlook 42 Condensed Consolidated Half Year Financial Report as at 30 June 2021 Separate Financial Statements: - Balance Sheet 45 - Income Statement 46 - Cash Flow Statement 47 - Statement of changes in Shareholders’ equity 48 General information 50 Principles and scope of consolidation 51 Valuation criteria 56 Notes: - Operating segments 69 - Concessions 70 - Information on the Balance sheet 71 - Information on the Income statement 110 - Other information 112 Certification of the Consolidated Financial Statements pursuant to Art. 154-bis of Italian 129 Legislative Decree 58/98 Independent Auditor's Report 131 1. Introduction Introduction Board of Directors and Board of Statutory Auditors Public Limited Company Share capital: € 70,257,447.50 fully paid-up Tax code and registration with the Turin Register of Companies no: 00488270018 Registered Office in Turin – Corso Regina Margherita 165 Website: http://www.astm.it e-mail: [email protected] Management and coordination: Nuova Argo Finanziaria S.p.A. MEMBERS OF THE BOARD Chairman OF DIRECTORS Alberto Rubegni Vice Chair Franco Moscetti (1) Chief Executive Officer Umberto Tosoni (2) Directors Caterina Bima (5) Giulio Gallazzi (1) Giuseppe Gatto (3) Patrizia Michela Giangualano (3) Venanzio Iacozzilli Fabiola Mascardi (4) Valentina Mele (4) Stefano Mion Andrea Giovanni Francesco Pellegrini (3) Barbara Poggiali (4) Giovanni Quaglia Micaela Vescia (1) BOARD OF STATUTORY AUDITORS Chairman Andrea Bonelli Acting Auditors (5) Piera Braja Pellegrino Libroia Alternate Auditors Roberto Coda Gasparino Ferrari Luisa Marina Pasotti (1) Member of the "Appointments and Remuneration Committee" (2) Director responsible for the Internal Audit and Risk Management System (3) Member of the "Audit and Risk Committee" (4) Member of the "Sustainability Committee (5) Member of the “Supervisory Body” INDEPENDENT AUDITORS PricewaterhouseCoopers S.p.A. MANAGER IN CHARGE OF DRAWING UP Alberto Gargioni THE CORPORATE ACCOUNTING DOCUMENTS TERM OF OFFICE The Board of Directors were appointed for three financial years by the Ordinary Shareholders’ Meeting on 12 February 2020 and its term of office will expire with the Shareholders’ Meeting that will be held for the approval of the 2022 Financial Statements. The Board of Statutory Auditors were appointed for three financial years by the Ordinary Shareholders’ Meeting on 25 May 2020 and its term of office will expire with the Shareholders’ Meeting that will be held for the approval of the 2022 Financial Statements. The Independent Auditors were appointed by the Ordinary Shareholders’ Meeting on 28 April 2017 and are in office for nine financial years. Their term of office will expire with the Shareholders’ Meeting that will be held for the approval of the 2025 Financial Statements. POWERS OF COMPANY OFFICERS The Chairman, appointed by the Board of Directors on 18 February 2020, exercises the powers conferred on him on the same date. The Vice-Chairman (appointed by the Board of Directors on 18 February 2020) was granted powers to be exercised in case of absence or impediment of the Chairperson. The Chief Executive Officer was appointed by means of a Board resolution dated 18 February 2020 and exercises the management powers granted to him by law and the Articles of Association. 2 Introduction Half Year Financial Report as at 30 June 2021 3 Introduction Alternative performance measures To allow improved assessment of economic management trends and the equity and financial situation, in addition to the conventional financial benchmarks established in the IAS/IFRS international accounting standards, the ASTM Group also uses some Alternative Performance Measures (hereafter, also “APMs”). The APMs presented in the Half Year Management Report are considered relevant for assessing the overall operating performance of the Group, the operating segments and the individual Group companies. In addition, the APMs are considered to provide better comparability over time of the same results, although they are not a replacement or an alternative to the results provided in the “Consolidated Financial Statements” according to the IAS/IFRS (official or reported data). With reference to the APMs relating to the consolidated results, it should be noted that, in the “Economic, equity and financial data” section, the ASTM Group presents restated financial statements that differ from those envisaged by the IAS/IFRS included in the Condensed Consolidated Half Year Financial Report; therefore the restated consolidated income statement, consolidated financial position and the net financial indebtedness contain, in addition to the economic-financial and equity data governed by the IAS/IFRS, certain indicators and items derived therefrom, although not required by said standards and therefore called “APMs”. The main APMs presented in the Management Report and a summary description of their composition, as well as a reconciliation with the corresponding official data, are provided below: a) “Turnover”: differs from “Total revenues” in the schedule of the Condensed Consolidated Half Year Financial Report in that it does not consider (i) revenues for the design and construction of IFRIC 12 and (ii) the fee/additional fee payable to ANAS. b) “Value of production”: the value of production for the EPC sector represents revenues for works and planning, changes to works to order, revenues for sales of materials and the provision of services. c) “Gross operating margin” (EBITDA): is the summary indicator of profitability deriving from operating activities and is determined by subtracting from the “Total revenue” all recurring operating costs, excluding amortisation and depreciation, provisions and write-downs of intangible and tangible assets. “EBITDA” does not include the balance of financial items and taxes. d) “Operating income”: measures the profitability of total capital invested in the company and is determined by subtracting the amortisation and depreciation, provisions and write-downs of intangible and tangible assets from the “EBITDA”. e) “Net invested capital”: shows the total amount of non-financial assets, net of non-financial liabilities. f) “Backlog”: the orders not yet performed by the EPC sector. g) “Net financial indebtedness”: is the indicator of the net invested capital portion covered by net financial liabilities and is determined by “Current and non-current financial liabilities”, net of “Current financial assets”, “Insurance policies” and “Current receivables for “terminal value”). h) “Financial indebtedness - ESMA”: represents the net financial position prepared in compliance with the European Securities and Markets Authority (ESMA) Guidelines of March 2021. i) “Operating cash flow”: indicates the cash generated or absorbed by operating activities and is calculated by adding to the profit for the period the amortisation and depreciation, adjustment to the provision for restoration/replacement of non- compensated revertible assets, the adjustment of the employee benefits provision, the provisions for risks, the loss (profit) of companies accounted for by the equity method and the write-downs (revaluations) of financial assets, and by deducting the capitalisation of financial expenses. 4 Introduction ASTM S.p.A. Shareholding As at 30 June 2021, the Company’s capital amounts to € 70,257,447.50, composed of 140,514,895 Ordinary Shares with no nominal value. Below is ASTM’s shareholding structure as at 30 June 2021. no. shares % of share capital Shareholder held held ASTM (treasury shares) Nuova Argo 7.64% NAF 2 S.p.A. (2) 66,937,880 47.64% Finanziaria Nuova Argo Finanziaria S.p.A.(3) 60,887,327 43.33% Nuova Treasury shares(1) 10,741,948 7.64% Codelfa Nuova Codelfa S.p.A. (2) 1,947,740 1.39% TOTAL 140,514,895 100.00% (1) ASTM S.p.A. 6.10%, Sina S.p.A. 1.53% and Ativa S.p.A. 0.02% (2) a fully held subsidiary of Nuova Argo Finanziaria S.p.A. NAF 2 (3) 57.6% of the share capital of Nuova Argo Finanziaria S.p.A. is held by Aurelia S.r.l., with the remaining 42.4% held by Mercure Investment S.a.r.l. Below are the main events that occurred during the reference period with regards to shareholding structures. ✓ OPA NAF 2 On 20 February 2021, NAF 2 S.p.A. (the “Offerer” or “NAF2”), issued, pursuant to and in accordance with article 102, paragraph 1 of the Consolidated Finance Law (“TUF”) and article 37 of the Issuers Regulation, a voluntary public tender offer (“OPA” or “Offer”) with the aim of: (i) acquiring all the Ordinary Shares (the “Shares”) of ASTM - after deducting (a) the 60,449,417 Shares held by Nuova Argo Finanziaria S.p.A. (of which 58,501,677 directly and 1,947,740 indirectly through Nuova Codelfa S.p.A.), (b) the 2,385,650 Shares held by Mercure Investment S.à r.l. and (c) the 10,741,948 Treasury Shares held by ASTM - that total 66,937,880 ASTM Shares, representing 47.638% of the incorporating - Company’s Share Capital; and (ii) obtaining the delisting of the Shares from the Electronic Stock Market, organised and managed by Borsa Italiana S.p.A. The acceptance period agreed upon with Borsa Italiana S.p.A. began on 13 April 2021 and ended on 24 May 20211. On 27 May 2021 the definitive figures for the OPA were announced, that is the acceptance of 59,662,202 Shares, representing approximately 42.460% of ASTM’s Share Capital, for a total value of € 1,670,541,6562. Taking into account the investments held by NAF 2, Nuova Argo Finanziaria S.p.A., Nuova Codelfa S.p.A.