Monthly Disclosure Pursuant to art. 114, Paragraph 5, of Legislative Decree n. 58/98

Aug 31 2016

Milan, 31 August 2016 – 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 July 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, in particular on Alternative Asset Management, 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 July 2016 is -5.2 million euro, compared to -3.0 million euro at June 2016.

Prelios S.p.A. Net Financial Position at 31 July 2016 is -47.4 million euro, compared to -46.2 million euro at June 2016.

Following the extraordinary transaction previously described and ended in March 2016, the financial position improved by about 180 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.

Compared to the previous month, instead, Group Net Financial Position has worsened of about 2.2 million, mainly for payments of amounts due to overdue debtors.

 

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 12.6 million euro (12.1 million euro at June 2016), today reduced to 10.8 million euro following to payment of 1.8 million euro in August.

This situation falls within the scope of the customary business relations with Prelios Group suppliers.

Prelios S.p.A. past due trade payables total 4.9 million euro (4.3 million euro at June 2016), today reduced to 4.6 million euro following to payment of 0.3 million euro in August.

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”), and dealings with related parties other than intragroup dealings (“Other Related Parties”), in particular Pirelli & C. S.p.A. and its subsidiaries,  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 (asset and fund management and credit servicing) and the related property services, defined as real estate services (integrated property services that include property and project management (called “Integra”), brokerage services (called “Agency”) and property valuation services (called “Valuations”)), and following the loss of control by Prelios as a result of Intesa Sanpaolo S.p.A., Pirelli & C. S.p.A. and UniCredit S.p.A. entering the shareholding structure by virtue of their exclusive Euro 12 million capital increase concluded on 12 January 2016, 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”.

In view of the recent capital increase completed in March 2016 and the consequent change in the composition of the shareholding and ownership structures, the relevant corporate bodies of Prelios S.p.A. will shortly evaluate any changes or additions to be made to the scope of the parties considered "related" parties in these financial statements.

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 June 2016, reported below, is compared with the data that refer to last 31 March 2016 with regard to balance sheet data and with the data at 30 June 2015 with regard to income statement data. This is due to the fact that the Group’s internal invoicing cycle is essentially quarterly and no significant accounting provisions are made with subsidiary and associated companies in the intervening months. This especially affects operating Revenues and Costs, Financial Income and Charges, current Trade Receivables and Payables, which are items that do not therefore vary significantly in the intervening months.