1
ANNEX 2
TO THE CALL FOR EXPRESSIONS OF INTEREST FOR THE SALE PROCEDURE OF 100% OF THE SHARE CAPITAL OF THE COMPANY TO BE FORMED GRANDI STAZIONI RETAIL S.P.A. AND SIMULTANEOUS GRANT TO THAT COMPANY OF THE RIGHTS TO ECONOMIC EXPLOITATION OF COMMERCIAL AND ADVERTISING SPACES IN THE MAIN ITALIAN TRAIN STATIONS.
FORM FOR EXPRESSION OF INTEREST
Annex 2
Form for Expression of Interest [1]
Messrs
[Ferrovie dello Stato Italiane S.p.A.
Piazza della Croce Rossa n. 1
Roma 00161]
[Eurostazioni S.p.A.
Via Montello 10
Rome 00195]
c/o Rothschild S.p.A.
Via Santa Radegonda 8
Milano 20121
SUBJECT: Expression of Interest for the sale procedure of 100% of the share capital of the company to be formed Grandi Stazioni Retail S.p.A. and simultaneous grant to that company of the rights to economic exploitation of commercial and advertising spaces in the main Italian train stations.
______, with registered offices in ______, share capital Euro ______, (in words:______), entered in the Companies Register of the Chamber of Commerce, Industry, Crafts and Agriculture (or equivalent) of ______, under no. ______, Tax Code no. ______(or equivalent), and VAT code ______(or equivalent), represented by ______, acting as ______, legal representative/company officer (rule out non-applicable option), hereinafter the “Company”[2],
WHEREAS
•the call for Expressions of Interest (hereinafter the “Call”) was published on November 16, 2015 for the sale procedure of 100% of the share capital of the company to be formed Grandi Stazioni Retail S.p.A. and simultaneous grant to that company of the rights to economic exploitation of commercial and advertising spaces in the main Italian train stations (hereinafter the “Procedure”);
•the Company intends to take part in said Procedure;
Given all the above, the undersigned Company, as represented above, hereby
EXPRESSES
•its interest in being admitted to take part in the Procedure.
To this end, the undersigned Company, as represented above
DECLARES
•that for the receipt of any notice/decision concerning the Procedure and/or any request for clarification and/or integration of the documentation submitted for participation in the Procedure, its address shall be ______and declares to want to receive all communications at email address ______or (alternatively,) to expressly authorize sending notices to the following fax no.: ______and states that Mr. .______shall be the Company's contact for this Procedure;
•it has read and accepts the content of the Call and all its clauses, none excepted, and has taken into account all other circumstances relevant to taking part in the Procedure;
•it is aware that, pursuant to the provisions in the Call, this expression of interest must be unconditional and without reservation.
COMMITS
•If awarded, following its filing of a binding offer[3], to purchase the entire amount of the company share being transferred, by paying the price offered, under the terms and conditions as set forth.
In accordance with the content of par. VI) of the Call, for the purposes mentioned above, the following is attached [4][5]:
(Option 1, valid for Companies incorporated in Italy and in countries within the European Union) Declaration of Compliance [pursuant to Italian Presidential Decree 445 of 28 December 2000], written in Italian or English based on the form in Annex 3 and Annex 4 to the Call ("Declaration of Compliance form"), or (Option 2,valid for Companies incorporated in countries outside the European Union) a declaration [sworn, or, for countries in which such a declaration does not exist, a statement made before a competent judicial or administrative authority , a notary or a qualified professional body of their country or before a public officer of an Italian Consulate or Embassy], written in English in accordance with Annex 5 of the Call (“Form for declaration of requisites for non-EU resident”); [with reference to this last point, rule out non-applicable option]
copy of articles of incorporation, current bylaws and certificate of incorporation or equivalent documentation. (N.B. For investment funds, taking part in the Procedure, in addition to the above documentation related to the management company, the expression of interest must also be accompanied by a copy of the fund rules or other equivalent document suitable to judge the ability of the fund to make the investment, at least with specific reference to the authorized fields of investment and the remaining duration of the investment fund);
list of the names, positions and date of expiry of term of office of each member of the administrative bodies, supervisory bodies and any other relevant corporate body of the undersigned Company. (N.B. Investment funds taking part in the Procedure, in addition to the above data relating to the management company, must provide the names of the members of the management boards of the fund).
copies of statutory financial statements for the last three financial years (2012, 2013, 2014) and, if applicable, consolidated financial statements of the undersigned Company or at least of the group of which the concerned party is a member. (N.B. Investment funds taking part in the Procedure must also provide the latest management report or other equivalent document, besides, with respect to investment funds, the financial statements mentioned above relating to the management company);
list of shareholders and details of control structure of the undersigned Company, as applicable, including the parent companies reaching back to the top of the control chain or, for listed companies or at least with a broad shareholder base, a description of the shareholder structure and a list of shareholders holding controlling stakes or greater than 10%, stating their quotas. (N.B. Investment funds taking part in the Procedure, in addition to the above documentation relating to the management company, must provide the names of parties holding quotas greater than 20% of the fund, if available);
a short profile containing information on the activities carried out by the undersigned Company and, if applicable, by the group and/or its parent company, specifying the activities carried out in the fields of management and economic exploitation of commercial and advertising spaces, including significant economic and financial data thereof; (N.B. If the participant is a fund, the above information may be provided with reference to companies in which the fund has an equity investment or to all the holders of shares in the fund exceeding 20% of the fund itself);
documentation proving the compliance with the minimum economic, financial and capital requirements stated above at the date of the expression of interest, and a commitment to maintain them throughout all stages of the Procedure;
a brief description of the motivation for investment in Grandi Stazioni Retail S.p.A. and any other information justifying the interest of the undersigned Company to purchase 100% of the share capital of Grandi Stazioni Retail S.p.A.;
declaration of non-existence of dissolution or bankruptcy proceedings or of any similar activity related to insolvency or termination of business or of being subjected to compulsory management. (N.B. If the participant is a fund, the indication referred to above shall be provided with reference to its management company);
declaration containing a commitment not to engage in any conduct or acts that may adversely affect the Procedure;
non disclosure agreement (the "Non disclosure agreement") written in Italian or English based on the form in Annex 6 and Annex 7 of the Call, filled in all its parts, entirely completed, initialed on each page and signed by the legal representative of the undersigned Company (or by a company officer vested with appropriate powers) for full acceptance thereof[6].
a copy of the Call, initialed on each of its pages and signed by the representative of the signer of this document, for full acceptance thereof[7];
a simple copy of appropriate documentation to show the necessary powers of the signer of the Expression of interest, of the Declaration of compliance and of the Non-disclosure agreement;
declaration of the undersigned Company authorising Ferrovie dello Stato Italiano S.p.A., Eurostazioni S.p.A. and Rotschild S.p.A. to process its personal and/or corporate data in order to verify the suitability of the parties to take part in the Procedure, as well as the proper operation thereof, pursuant to and in accordance with Italian Legislative Decree 196 of 30 June 2003;
indication of the financial advisors or other consultants who advise or assist the undersigned Company;
declaration by the undersigned Company on the truthfulness, completeness and validity of the documents referred to above.
Sincerely,
______, on ______
Date / Place
______
Company name
______
(Signature of the legal representative or of a
company officer vested with appropriate powers)
N.B.: THIS DECLARATION MUST BE SIGNED AND PROVIDED WITH A PHOTOCOPY OF A VALID IDENTIFICATION DOCUMENT OF THE SIGNER, ISSUED BY THE ITALIAN AUTHORITIES OR BY SUITABLE FOREIGN AUTHORITIES. If the party taking part in the procedure is a group or a newco or a consortium or a temporary group of companies THIS DECLARATION MUST BE SIGNED by a legal representative (or by a company officer vested with appropriate powers) of each member organization and accompanied by a photocopy of a valid identification document of each signer, issued by the Italian authorities or by suitable foreign authorities.
[1] In compliance with par. VI) of the Call, the Expression of Interest and the required documentation must be provided in Italian, or, for parties whose registered office is not in in Italy, in English. If the documentation is provided in languages other than Italian or English, it must be accompanied, under penalty of exclusion, by a translation into Italian or English certified true to the original text by the Italian diplomatic or consular authorities of the country in which it was prepared or by an official translator, and in any case the text in Italian or English shall prevail.
[2] In compliance with par. IV) of the Call, the parties that may request to take part in the Procedure may be Italian or foreign, with a legal personality under the laws of their country, including investment funds, on their own or as a group - at this stage or at later stages of the Procedure - on the basis of pooling agreements or similar forms of cooperation, and also by means of special corporate organizations, consortia or temporary corporate groupings. Natural persons and/or associations and/or other forms of association other than those listed above will not be admitted to the Procedure.
[3] The above without prejudice to the absolute right of Ferrovie dello Stato Italiano S.p.A. and Eurostazioni S.p.A. to modify, suspend, postpone, cancel, terminate or not to award the Procedure at any time without the parties making any claim against the Advisor, Ferrovie dello Stato Italiano S.p.A., Eurostazioni S.p.A. and Rete Ferroviaria Italiana S.p.A., FS Sistemi Urbani S.r.l. (and Rotschild S.p.A.) and their representatives, officers, employees or consultants, for any reason, even under Articles 1337 and 1338 of the Italian Civil Code.
[4] In compliance with par. VI) of the Call, the required documentation must be provided in Italian, or for parties whose registered office is not in in Italy, in English. If the documentation is provided in languages other than Italian or English, it must be accompanied, under penalty of exclusion, by a translation into Italian or English certified true to the original text by the Italian diplomatic or consular authorities of the country in which it was prepared or by an official translator, and in any case the text in Italian or English shall prevail.
[5] In compliance with par. VI) of the Call, if the interest to purchase is expressed by multiple parties of a group, a consortium or a temporary group of companies to be founded, or by a newco, the requirements and the documents that must be provided with the expression of interest must be provided by each of them.
[6] Note that for parties taking part in the Procedure as a group or as a temporary groups of companies to be founded, the Non-disclosure Agreement must be signed by each member.
[7] Note that for parties taking part in the Procedure as a group or as a temporary groups of companies to be founded, the copy of the Call must be signed by each member.