Milan, 31 January 2017 – In compliance with the request sent by Consob on 13 September 2012, pursuant to article 114, paragraph 5, of Legislative Decree 58/1998, the following information is provided on Prelios S.p.A. and its Group, as at 31 December 2016.
Prelios has completed the first phase of the process of repositioning the Group as a “pure management company”, by separating the Investments business sector from the asset management and real estate services sector following the finalization of the well-known extraordinary contribution and capital increase transaction ended in March 2016, which has significantly improved the Net Financial Position of the Group. In particular, the transaction consisted of the transfer of the Investments business unit to Focus Investments S.p.A., an associated company of Prelios S.p.A., Intesa Sanpaolo S.p.A., UniCredit S.p.A. and Pirelli & C., together with the transfer of most of the total debt.
Therefore, the Prelios Group is now focused on the services sector through independent operating companies and is a leading platform of asset management and real estate services, offering a full and integrated range of services for the enhancement of third-party portfolios.
1) Net Financial Position, with current and non-current items reported separately.
Prelios Group Net Financial Position at 31 December 2016 is -6.5 million euro, compared to -7.5 million euro at November 2016.
Prelios S.p.A. Net Financial Position at 31 December 2016 is -41.5 million euro, compared to -38.5 million euro at November 2016.
Following the extraordinary transaction previously described and ended in March 2016, the financial position improved by about 178.4 million Euro compared to the situation at 31 December 2015, mainly as a result of the cash flows generated by the Centauro transaction in the total amount of 194.1 million Euro, of which (i) 134.1 million Euro as an effect of the spin-off of the Investment platform primarily related to the transfer of most of the corporate debt and (ii) 60.0 million Euro from the completion of the capital increase. This dynamic, which depicts cash flows at Group level, had already partly emerged at Prelios S.p.A. level at 31 December 2015.
2) Past due payables, recorded by category (financial, trade, tax, social security and amounts due to employees) and any associated actions by creditors (reminders, injunctions, suspended deliveries, etc.):
Prelios Group past due trade payables total 9.9 million euro (12.3 million euro at November 2016), today reduced to 6.1 million euro following to payment of 3.8 million euro in January.
This situation falls within the scope of the customary business relations with Prelios Group suppliers.
Prelios S.p.A. past due trade payables total 3.5 million euro (5.5 million euro at November 2016), today reduced to 3.0 million euro following to payment of 0.5 million euro in January.
There are no legal disputes, court proceedings or suspended deliveries associated with the above items. Any payment reminders are part of normal business relations.
There are no past due amounts of a financial or tax nature, or amounts due to social security institutions or to employees.
3) Prelios Group and Prelios S.p.A. dealings with Related Parties:
Dealings with related parties consisting of subsidiary companies of Prelios S.p.A. or joint ventures and its associated companies (“Intragroup Dealings”), are of a trade and financial nature, falling within normal business operations, and are at arm’s length. There are no atypical and/or unusual transactions.
It should be further noted that, following the well-known extraordinary transaction that separated the real estate investments and co-investments from the alternative investment management activities and real estate services, the Prelios Group has recognised - with continuity of accounting values - the subsidiary Focus Investments S.p.A (beneficiary of the spin-off) using the equity method. Accordingly, the result of Focus Investments S.p.A. is recognised under “Income from equity investments”.
Following the aforementioned transaction and consequent change in the company shareholding and ownership structure, the Company had informed that the competent company bodies would evaluate any changes or additions to be made to the scope of the parties considered “related” to the company.
Following the unanimous favourable opinion of the Related-Party Transactions Committee (the “RPT Committee”, which is solely composed of Independent Directors) on the current shareholding of Prelios, the Company’s Board of Directors, convened on 10 November 2016, has decided – among other things – to no longer include Pirelli & C. S.p.A. (“Pirelli”) among the related parties of the Company and to confirm that the Company is not a related party of Intesa San Paolo S.p.A. (“Intesa”) and UniCredit S.p.A. (“UniCredit”).
Moreover, the Company has thought it best to voluntarily adopt in any case an ad hoc regulation for specific transactions with Intesa, UniCredit and Pirelli (hereinafter, also referred to as the “Relevant Shareholders”) which, very briefly, provide that (i) the transactions with the Relevant Shareholders be adequately monitored; (ii) in case of particularly important transactions, corresponding to those of major importance pursuant to the related parties regulation, the same measures set out in the Procedure for Related-Party Transactions (the “RPT Procedure”), adopted by the Company and required in case of qualified transactions of major importance, be applied; (iii) in case of transactions that do not fulfil the aforementioned prerequisites, although in the amount of more than Euro 1 million, the RPT Committee be informed thereof; the RPT Committee will be entitled to request any explanations and/or clarifications, and, if necessary, provide indications on any measures that might be appropriate to adopt/use, keeping into account the nature and the characteristics of the specific transactions and of the relevant circumstances.
The RPT Procedure adopted by Prelios and the aforementioned regulation for the transactions with Intesa, UniCredit and Pirelli have been published on the Internet site of the Company.
A summary of the relationships possibly occurred with the Relevant Shareholders will be indicated in the Annual Financial Report.
It should be noted that the disclosure concerning the dealings with associated companies, joint ventures and other companies of Prelios Group as well as Prelios S.p.A. subsidiaries, relating to December 2016, reported below, is compared with the data that refer to last 30 September 2016 with regard to balance sheet data and with the data at 31 December 2015 with regard to income statement data.