INVITATION TO EXPRESS INTEREST FOR THE ACQUISITION OF
THE REAL ESTATE OWNED BY EUR S.PA.
EUR S.p.A., with main office in Rome, Largo Virgilio Testa, n. 23, registered on the
Registro delle Imprese of Rome, Fiscal Code n. 8004580583, VAT n. 02117131009,
GRANTED THAT
(A)
EUR S.p.A. (hereinafter, ‘Eur’ or the ‘Company’) is a company 90% owned
by the “Ministero dell’Economia e delle Finanze” (Italian Ministry of Economy
and Finance) and 10% by “Roma Capitale” (Municipality of Rome);
(B)
On 12 December 2014, the Company submitted to the Court of Rome a
request for admission to “concordato preventive” proceedings (composition with
creditors), pursuant to article 161, par. 6, of Decree no. 267 of 16 March 1942
(hereinafter ‘Bankruptcy Law’). The Court of Rome, with its own decision of
23 December 2014, granted the Company’s request and authorized Eur to
submit a final draft of ‘concordato preventivo’, or, alternatively, a debt restructuring
agreement (‘accordo di ristrutturazione dei debiti’), pursuant to article 182-bis of the
Bankruptcy Law, by the deadline of 24 April 2015.
(C)
In this context and for the purposes of the industrial plan that the Company is
settling, Eur is currently considering to put up for sale some buildings of its
own property and in particular, the following real estate (hereinafter, the ‘Real
Estate’):
(i)
Palazzo della Scienza Universale, located in Rome, Piazza G.
Marconi, Viale Cristoforo Colombo, Viale Asia, Via Sthendal, Via della
Civiltà Romana, with an overall area of 41.343 mq of gross area, over
four floors and a not covered area of 2.178 mq;
(ii)
Palazzo delle Arti e Tradizioni Popolari, located in Rome, via Piazza
G. Marconi, Viale Cristoforo Colombo, Viale Civiltà del Lavoro, Piazza
J.F. Kennedy, Via Montaigne, Via della Civiltà Romana with an overall
area of 32.465 of gross area, over four floors and a not covered area of
3.403 mq;
(iii)
Palazzo Mostra dell’Autarchia e del Corporativismo, located in
Rome, Piazzale degli Archivi di Stato, Via dell’Arte, Via dell’Archivio di
Stato, Via del Poggio Laurentino, Piazzale R. Schuman, Via
dell’Architettura with an overall area of 73.561 of gross area, over five
floors and a not covered area of 9.865 mq;
(iv)
Palazzo dell’Arte Moderna, located in Rome, Piazza G. Marconi, Viale
Cristoforo Colombo, Viale Asia, Via Tolstoj with an overall area of
25.844 of gross area, over four floors and a not covered area of 1.803
mq;
(v)
Palazzo Mostra dell’Agricoltura e delle Bonifiche (edificio Nord),
located in Rome, Via dell’Arte, Viale dell’Aeronautica, with an overall
area of 10.434 of gross area, over five floors and a not covered area of
2.182 mq;
(vi)
Palazzo Mostra dell’Agricoltura e delle Bonifiche (edificio Sud),
located in Rome, Via dell’Arte, Viale dell’Aeronautica, Viale dei Pirenei
with an overall area of 9.696 of gross area over five floors and a not
covered area of 3.073 mq.
(vii)
Hotel annexed to the new Congress and Convention Center,
located in Rome, viale Europa with an overall area of 41.000 of gross
area over eighteen floors, including a basement, and a parking on the
second basement, with an overall area of 5.000 mq., in addition to other
outdoor appliances.
(D)
In this regard, the Company has already received expressions of interest from
certain qualified parties, who met the requisites set out in the following
paragraphs of the present invitation (hereinafter, ‘Invitation’), and,
accordingly, Eur has allowed those parties to carry out the Due Diligence,
accessing the Data Room set up by the Company, as well as to carry out sit
visit at the Real Estate.
(E)
Given the above, Eur intends to further solicit the market, seeking for
expression of interests in accordance with the present Invitation, in order to
ascertain the existence of further parties interested in purchasing one or more
Real Estate.
(F)
Parties who express their interest in compliance with the present Invitation will
be admitted to carry out the Due Diligence with reference to the relevant Real
Estate, accessing the Data Room arranged by the Company, as well as to carry
out site visit at the Real Estate.
(G)
During the Due Diligence, the admitted parties will receive instructions to
submit their binding offer in order to purchase one or more Real Estate.
Granted this, Eur
INVITES
all candidates interested in the acquisition of one or more of the aforementioned Real
Estate to express their interest according to the following procedure.
1.
Procedure and terms to express interest for the acquisition of Real
Estate.
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1.1. Parties eligible to apply for this position may be both Italian and foreign
candidates, that carry a legal entity, following the home-country legislation, or
investment funds.
1.2. The expression of interest must be subscribed by a legal representative duly
authorized. If the expression of interest is submitted by groups of companies,
rules stated in the following § 2.3. must be observed.
1.3. No interested party is allowed to submit, directly or indirectly, individually or
jointly with other candidates, more than one expression of interest for each
Real Estate.
1.4. Candidates that at the time of their application are in liquidation, or are
undergoing a bankruptcy procedure or any other procedure that may show
insolvency state, the ceasing of the activity or subjected to coercive
management will not be allowed to apply.
1.5. Parties interested in applying for the purchase of one or more Real Estate
according to the present Invitation (hereinafter, ‘Procedure’) and fulfilling all
the above-mentioned requirements shall send a letter to express their interest,
either in Italian or English, together with the required documentation indicated
at the following § 2.1, all in a closed envelope mentioning “Expression of Interest
Real Estate Eur”. The envelope will be delivered by hand or sent through either
registered mail or express email to main office of the Company at the
following address: Via Ciro il Grande, no. 16, 00144-Rome, to the Chief
Executive Officer.
1.6. The deadline for submitting the expressions of interest is not later than March
23th, 2015 by close of business.
1.7. Parties sending the letter to express interest (together with the required
documentation) and underwriting the Confidentiality Agreement (Annex n. 1 Confidentiality Agreement), and the Data Room Regulation (Annex n. 2 - Data
Room Regulation), and fulfilling all the requirements mentioned in the present
Invitation, will be granted access the Data Room until April 10th, 2015. Besides,
those parties will be allowed to carry out site visit at the Real Estate regarding
which they submitted the expression of interest, in accordance with timing and
conditions communicated at a later stage by the Company or by its consultants.
2.
Minimum content for the application.
2.1. The expression of interest must be written in a letter form, undersigned by the
legal representative of the candidate or by a person with the legal power to
bind the candidate itself. The expression of interest must also include the
proper documentation proving the signing power of the legal representative as
well as the following documentation:
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(i)
a short illustration of the motivations behind the interest in the
acquisition;
(ii)
a short profile of the activities carried out by the interested party with the
documentation proving its financial soundness.
(iii)
a copy of the Italian version of the present Invitation, signed on every
single page and undersigned by the legal representative to confirm the
acceptance of all the conditions mentioned;
(iv)
a copy of the Italian version of the Confidentiality Agreement (Annex n.
1 - Confidentiality Agreement) signed on every single page and
undersigned by the legal representative to confirm the acceptance of all
the conditions mentioned;
(v)
a copy of the Italian version of the Data Room Regulation (Annex n. 2 –
Data Room Regulation), signed on every single page and undersigned by
the legal representative to confirm the acceptance of all the conditions
mentioned;
(vi)
the declaration, using the form available on the Eur website, by which
the legal representative of the candidate, or another person with the legal
power to bind the candidate itself, declares:
•
that all the qualification required for the participation to the
Procedure are met;
•
the non-existence, for the interested party, of liquidation
procedures, bankruptcy procedures and coercive management, or
any other procedure that could show insolvency state or the
ceasing of the activity;
•
that the interested party is committed, in case of continuation of
the Procedure, to disclose the necessary documentation for the
verification, also through self-certification, of the non-existence of
impedimental conditions as stated in the Italian anti-mafia law or
in any other rule;
•
name, phone number, address and e-mail address, where possible,
of the references of the interested candidate or, equivalently, in the
case of a application coming from a Consortium, of the common
reference (“Head of Consortium”), entrusted by each
component;
•
the assent to treatment of submitted personal data;
•
the acceptance for the terms and conditions provided by the
present invitation.
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2.2. Candidates submitting correctly the expression of interest and fulfilling all the
requirements, might be asked to send a copy, in Italian or English, before or
after the Due Diligence, of the following documents:
(i)
complete identification data of the interested candidate/s;
(ii)
the certificate of incorporation and the articles of association in force of
the interested candidate/s or the equivalent documentation for foreign
companies;
(iii)
certification of registration to the companies registration office or
equivalent documentation for foreign companies, issued no earlier than
60 days before the publication of the present invitation;
(iv)
list of the corporate bodies’ components (Board of Directors, Board of
Auditors, or other relevant corporate bodies);
(v)
financial statements and, if any, consolidated financial statements of the
last two years, other (if any) approved documentation regarding the year
2014, and where possible, financial statements and consolidated financial
statements for the last two years of the controlling company/ies, or
rather, for those companies that were set up during the last two years, all
available financial statements. All documents must be accompanied by
the proper documentation coming from the corporate bodies, as well as
by any supplementary certification; in the event that participant is a fund,
in addition to the above mentioned documents with regard to the
management company, the asset management reports or other equivalent
documents for the last two years. In the case of parties which have been
in existence for less than two years, the above mentioned documents
must be delivered to the extent available;
(vi)
any indication regarding legal and/or financial advisors and/or other
advisors that will assist the subject during the Procedure;
(vii)
declaration of truthfulness and validity of the aforementioned
documents.
2.3. In the case of the interest to the operation being expressed by a Consortium or
a Newco, the individuals participating to the Consortium or the shareholders
of the Newco will have to set up a joined application, undersigned by their
authorized legal representatives, in which they will have to indicate the
designated individual as the common mandate holder for the completion of
the procedure (“Consortium Head”). Individuals of the Consortium, or
rather the shareholders of the Newco, will be jointly and severally responsible
for the obligations set forth in the present Invitation and arising from the
participation to the Procedure. The documents mentioned in point 2.1 and 2.2
will have to be submitted by all members of the Consortium. In addition to
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this, a copy of the agreements regulating the relation existing between the
members of the Consortium will have to be submitted. If the interest is
expressed through a Newco, the relative percentage held by each shareholder
in the capital of the Newco will have to be specified.
2.4. Following methodologies that will be presented during a further state of the
Procedure, it will be possible to modify the composition of the Consortium,
the structure of the set up NewCo or to be set up, with the participation of
new subjects, or rather aggregations of single parties that have already applied.
In these cases, the new candidates potentially entering the Consortium or the
shareholding structure of the NewCo will have to meet the requirements and
will have to submit the required documentation according to what is stated in
the present invitation. Eur reserves the right to verify the meeting of the
requirements aforementioned and the consistency of the letters of expression
of interest coming from the new candidates.
2.5. At any point in time during the Procedure, Eur reserves in any case the right to
ask for further documentation useful and necessary in order to evaluate the
meeting of requirements in order to attend the Procedure.
2.6. Eur will verify the meeting of the aforementioned requirements of the
interested candidates and the conformity of the letters of application to the
requirements of the present Invitation, so as to be admitted to the Due
Diligence. In any case, Eur reserves any right to further evaluate and select the
interested parties for the purposes of admission to the Procedure.
3.
Nature of the invitation to express interest
3.1. This announcement exclusively represents an invitation to express interest, and
neither an invitation to make an offer, nor an offer under article 1336 of the
Italian Civil Code, or a solicitation of public saving under articole 94 and
following, of Law Decree n.58, of February 24th, 1998.
3.2. Publication of this Invitation and receiving applications do not represent for
Eur any form of commitment or obligation, with respect to the candidates, to
carry out the procedure, nor, for those, the right for any kind of fulfillment
from Eur in any way.
3.3. Eur reserves the right to:
(i)
withdraw at any time from the negotiations, at whatever stage these may
be;
(ii)
suspend, interrupt, temporarily or definitively, contacts with one or more
than one or all the participants to the Procedure;
(iii)
modify, cancel, prolong, extend, and/or suspend, at any time, this
Procedure;
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(iv)
4.
select the buyer at its unquestionable discretion, even among third
parties not attending this Procedure, without setting the conditions for
the interested subjects to bring up against Eur any claim in the form of
compensation or indemnity. It is understood that the sale transaction will
be completed in any case only after the positive execution of
administrative fulfillments, where necessary.
Various
4.1. The treatment of data submitted by candidates will take place according to the
instructions of Law Decree n. n. 196 of 30 June, 2003, granting complete
privacy to the candidates that apply. Treatment of data has the sole purpose to
allow the control process for the eligibility of the candidates to take part in the
Procedure, as well as to ensure a fair development of the Procedure. Eur S.p.A.
will be responsible for the treatment of this data and, according to art. 7 of
Law Decree n.196 of 30 June 2003, the candidate will be entitled to exercise its
right against him.
4.2. This invitation and the entire Procedure are regulated by the Italian law; for
any controversy that could arise with respect to the interpretation pertaining to
these matters, the Court of Rome will be the exclusive competent institution.
4.3. The content of this Invitation is available in full at Eur website, at the page
www.eurspa.it/property_sale.
4.4. The Italian version of this invitation and all its annexes prevails over any other
version or abstract in a different language.
4.5. By submitting the application, the candidates clearly and unconditionally accept
what provided and reported in this Invitation.
4.6. For any clarification or further information, interested parties will have to
exclusively contact, in written form, at the following email address:
[email protected], mentioning in the object: “Procedure Real Estate
Eur – Request of Information”.
Roma, 11 marzo 2015
EUR S.P.A.
CEO
dott. Gianluca Lo Presti
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