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Beni Stabili S.P.A. Siiq

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Beni Stabili S.P.A. Siiq THIS DOCUMENT IS A TRANSLATION OF THE ITALIAN VERSION OF THE REGISTRATION DOCUMENT APPROVED BY CONSOB AS COMPETENT HOME MEMBER STATE AUTHORITY AND IS MADE UNDER THE SOLE RESPONSIBILITY OF BENI STABILI S.P.A. SIIQ BENI STABILI S.P.A. SIIQ Registered office at Via Piemonte 38, Rome Rome Company Register entry number: 00380210302 – Tax Code and VAT No: 04962831006 Authorised share capital equal to €296,375,353.30, of which €191,630,290.40 subscribed and paid up, broken down into 1,916,302,904 ordinary shares Subject to the management and coordination of Foncière des Régions S.A. REGISTRATION DOCUMENT The Registration Document was filed with Consob on 25 September 2014, following approval communicated by the latter in its Note No 0076175/14 dated 25 September 2014. The publication of the Registration Document does not entail any opinion being provided by Consob as to whether the proposed investment is appropriate and the data and information contained therein are suitable. This Registration Document is available free of charge to the public at the registered office of Beni Stabili S.p.A. SIIQ at Via Piemonte 38, Rome, and at the website www.benistabili.it [PAGE PURPOSELY LEFT BLANK] Registration Document – Beni Stabili S.p.A. SIIQ WARNING In the light of the financial situation of the Company and of the Group, this “Warning” paragraph provides certain information considered important for investors to understand the background and risks of the operation. For detailed information on the risk factors relating to the Issuer, see Chapter IV “Risk Factors” of the Registration Document. Pursuant to Regulation 809/2004/EC and the definition of working capital – as “the means by which the Issuer obtains the cash resources necessary to meet the obligations falling due” – contained in the ESMA/2013/319 Recommendations, the Issuer declares that at the Securities Note Date the Group’s working capital is not sufficient to fully meet its net financial requirement, amounting to €226 million, for the next 12 months (This financial requirement includes, inter alia, the bridge loan of €150 million taken out by the Issuer to cover the non-recurring costs associated with the early repayment of the debt on the ImSer Portfolio and intended to be repaid with the income from the Capital Increase – for more information on the purposes of this, see Chapter III, Paragraph 3.4 “Reasons for the Offer and use of income” of this Summary Note). In order to cover this requirement, as provided for in the context of the operation for early repayment of the debt on the ImSer Portfolio, the Issuer intends firstly to use the net proceeds from the Capital Increase, which in the event of a full subscription are estimated at around €147 million, and to enter into ordinary refinancing operations (with or without buildings as collateral), or to use, in case of need, revolving lines of credit already granted, amounting to €204 million (see Chapter IV, Paragraph 4.1.4 “Risks associated with the financial situation of the Group”, and Chapter V, Paragraph 5.1.5.2 “Operation for early repayment of the debt on the ImSer Portfolio” of the Registration Document). Finally, if necessary, the Company could also take further measures by rescheduling the timing of investments planned for its properties and included in the above-mentioned financial requirement for the next 12 months. Notwithstanding the above, if the Capital Increase were not fully subscribed and if the Company were unable to successfully complete the currently planned additional initiatives to cover the Group’s net financial requirement for the 12 months following the Securities Note Date, the Company might not have sufficient cash flows available for the immediate needs of its activities, which might therefore be affected by this, with consequent adverse effects on the Group’s assets and liabilities, financial position or profits and losses. For a more detailed explanation of the risks and further information about the financial resources of the Beni Stabili Group, see Chapter IV, Paragraph 4.1.4 “Risks associated with the financial situation of the Group”, and Chapter X, Paragraph 10.1 “Financial resources of the Issuer” of the Registration Document. 1 Registration Document – Beni Stabili S.p.A. SIIQ [PAGE PURPOSELY LEFT BLANK] 2 Registration Document – Beni Stabili S.p.A. SIIQ CONTENTS DEFINITIONS .................................................................................................................................................. 9 GLOSSARY .................................................................................................................................................... 13 1. RESPONSIBLE PERSONS ................................................................................................................. 15 1.1 PARTIES RESPONSIBLE FOR THE REGISTRATION DOCUMENT ................................................. 15 1.2 DECLARATION OF RESPONSIBILITY ........................................................................................... 15 2. STATUTORY AUDITORS .................................................................................................................. 16 2.1 ISSUER’S STATUTORY AUDITORS ................................................................................................ 16 2.2 INFORMATION ON RESIGNATIONS, CANCELLATION OF ENGAGEMENT OR FAILURE TO RENEW THE INDEPENDENT AUDITOR’S ASSIGNMENT ............................................................... 16 3. SELECT FINANCIAL INFORMATION ........................................................................................... 17 3.1 FINANCIAL INFORMATION ON PRIOR YEARS ............................................................................. 17 3.2 ALTERNATIVE PERFORMANCE INDICATORS .............................................................................. 21 4. RISK FACTORS .................................................................................................................................. 25 4.1 RISK FACTORS RELATED TO THE ISSUER AND THE BENI STABILI GROUP ............................... 25 4.1.1 Risks connected with the income performance of the Beni Stabili Group....................... 25 4.1.2 Risks connected with maintaining the SIIQ tax treatment............................................... 26 4.1.3 Risks connected with the impacts on the results for the financial year in progress resulting from the early repayment of the ImSer Portfolio loan and the entry into force of certain tax regulations under Decree-Law 133/2014 ........................................ 30 4.1.4 Risks connected with the financial situation of the Group .............................................. 31 4.1.5 Risks connected with sources of financing ...................................................................... 32 4.1.6 Risks connected with the geographical concentration of the Property Portfolio of the Beni Stabili Group ..................................................................................................... 35 4.1.7 Credit risk from the concentration of leasing transactions ............................................. 35 4.1.8 Risks connected with any withdrawal or failure to renew leases by tenants ................... 37 4.1.9 Risks connected with changes in the value of properties ................................................ 39 4.1.10 Risks connected with the uncertainties in determining the value of properties .............. 40 4.1.11 Risks connected with interest rate trends ........................................................................ 41 4.1.12 Risks connected with pending legal proceedings ............................................................ 43 4.1.13 Risks connected with the SIIQ tax treatment ................................................................... 44 4.1.14 Risks connected with the failure to complete property development projects ................. 44 4.1.15 Risk connected with the reliance on key executives ........................................................ 45 3 Registration Document – Beni Stabili S.p.A. SIIQ 4.2 RISK FACTORS RELATED TO THE SECTOR IN WHICH THE ISSUER AND THE BENI STABILI GROUP OPERATE ........................................................................................................... 46 4.2.1 Risks connected with property market performance ....................................................... 46 4.2.2 Risks related to uninsurable events ................................................................................. 47 4.2.3 Risks connected with property-related environmental issues .......................................... 47 4.2.4 Risks connected with changes in laws and regulations applicable to companies of the Beni Stabili Group ..................................................................................................... 48 4.2.5 Risks connected with the current economic situation ..................................................... 48 5. INFORMATION ON THE ISSUER ................................................................................................... 50 5.1 HISTORY AND DEVELOPMENT OF THE ISSUER .......................................................................... 50 5.1.1 Issuer’s legal and business name .................................................................................... 50 5.1.2 Issuer’s place of registration and registration number ................................................... 50 5.1.3 Issuer’s date of establishment and duration ...................................................................
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