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15/10/2012

Hera shareholders approve merger with Acegas-Aps

Hera - AcegasAps
 

Shareholders have approved a deal creating Italy's second-largest multi-utility, as well as a capital increase to enable FSI to take a stake in the new group. Mr Giovanni Perissinotto and Mr Cesare Pillon have joined the Board of Directors to represent the municipalities of Trieste and Padua.

Merger with Acegas-Aps Holding given green light
The integration of Hera and Acegas-Aps is now a reality. Today, the extraordinary shareholders' meeting of Hera S.p.A. met in a single call to approve the incorporation of Acegas-Aps Holding S.r.l. (which controls 62.69% of Acegas-Aps S.p.A.) into Hera S.p.A.
Meanwhile, the shareholders' meeting of Acegas-Aps Holding S.r.l. also met and, in light of the resolutions taken by the Municipal Councils of Trieste and Padua, approved the merger project by a unanimous vote. The Municipalities of Trieste and Padua also resolved to subscribe to the current shareholders' agreement of 21 December 2011, which binds together Hera's public shareholders, and to sign up to the governance agreements relating to Acegas-Aps S.p.A. The same shareholders' meeting also approved the financial statements for the year ending 30 June 2012 and resolved to distribute dividends equal to €6,000,000.00.

Solid business plan and strong ties with the local area
The package of measures decided in today's meetings triggers the framework agreement signed on 25 July 2012 by the shareholders of Acegas-Aps Holding S.r.l. and the Board of Directors of Hera S.p.A., which is designed to forge Italy's second-largest multi-utility company from the two local operators. The resulting company will boast a value of production exceeding €4.5 billion, with more than two million customers and a solid financial base.
There is a strong business rationale for the planned merger, given the two groups' positions in their local areas, which will allow the combined entity to drive improvements as a result of its consolidated leadership in Waste and Network Services. This will be based on the high quality industrial infrastructure that both groups bring to the table, improved investment capacity and service efficiency/quality in the regulated and competitive sectors given the increased size of the business and opportunities for synergies, and the consolidation of their respective commercial presences in the energy sector.
The new group will therefore become the leading operator in north-eastern Italy - an area with both a strong business and tourism presence. With an area-wide presence and robust industrial facilities, the new entity will be able to drive a further improvement in the services available to its customers.

Exchange ratio for incorporation of Acegas-Aps Holding decided
The merger project was approved on the basis of a share exchange ratio equal to 0.76266304 Hera ordinary shares for a nominal €1.00 of Acegas-Aps Holding S.r.l. share capital, plus a cash payment equal to €0.01812273 per nominal €1.00 of Acegas-Aps Holding S.r.l. share capital. The merger, which will result in Hera S.p.A. holding 62.69% of Acegas-Aps S.p.A., will be legally effective as of 1 January 2013. Hera S.p.A. shares to be issued as a result of the share exchange ratio will give shareholders standard rights to distribution of profits and the same rights as holders of shares in circulation at the time of issue, i.e. the effective merger date.

Capital increase for a cash and stock tender offer on residual Acegas-Aps shares
Upon completion of the merger by incorporation of Acegas-Aps Holding S.r.l., Hera S.p.A will launch a cash and stock tender offer for all Acegas-Aps S.p.A. ordinary shares at a ratio of 4.15994709 newly-issued Hera ordinary shares for each Acegas-Aps S.p.A. share, which have a nominal value of €5.16 each, minus the cash consideration equal to €0.2734235227 due for each Acegas-Aps S.p.A. share used in taking up the offer.
In order to service the cash and stock tender offer, the extraordinary shareholders' meeting also approved a capital increase pursuant to Article 2441, paragraph 4, subparagraph 1 of the Italian Civil Code. The cash increase may be carried out over one or more occasions and in any number of tranches, divisible in general and within each tranche, for a nominal maximum of €84,833,826.00. Up to 84,833,826 ordinary shares may be issued, each with regular dividend rights and the same characteristics as those in circulation on the issue date. Article 5 of the company Articles of Association will be updated to reflect the capital increase. The shareholders also authorised the Board of Directors to calculate the premium in accordance with international accounting standards and market practices.
The capital increase must be carried out by 31 December 2014.

Share capital increase enabling Fondo Strategico Italiano (CdP) to take a stake in the new group
On 3 September, Hera S.p.A. accepted a proposal from Fondo Strategico Italiano S.p.A., a subsidiary of Cassa Depositi e Prestiti (CdP), to join Hera's shareholding structure with a stake that could amount to around 6% of share capital.
FSI will acquire its stake by providing new funding for the Group, having agreed to take up any shares left unsubscribed (or to buy rights options) following an 80-million-share optional capital increase set to take place in the coming twelve months. The transaction will get under way following the finalisation of the integration with Acegas-Aps and once all necessary and appropriate clearances from the relevant authorities have been received.
In order to service the transaction, which will strengthen the group's capital structure in view of further growth opportunities and the major challenges that the multi-utility sector will have to address in the coming years, the extraordinary shareholders' meeting resolved to authorise the Board of Directors (pursuant to Article 2443 of the Italian Civil Code) to increase share capital against payment, on one or more occasions and by tranches, by a nominal total of €80,000,000.00. This corresponds to a maximum of 80,000,000 ordinary shares with regular dividend rights and the same characteristics as those in circulation at the issue date, offered as options to existing shareholders in accordance with Article 2441, paragraphs 1, 2 and 3 of the Italian Civil Code.
The Board of Directors may carry out the capital increase within a maximum of three years from 15 October 2012. The extraordinary shareholders' meeting also granted the Board of Directors all necessary powers to decide, on each occasion, the procedures, terms and conditions for the capital increase, in accordance with applicable laws and regulations. As such, the Board may decide: the issue price (and any premium) of new shares, the number of shares to be issued, the option allocation ratio and the exact value of the capital increase. The decision to use the authorisation pursuant to Article 2443 of the Italian Civil Code is designed to ensure that the Board of Directors has the appropriate flexibility and time to carry out the transaction under the best possible market conditions, bearing in mind the uncertainty and volatility of stock markets. As a result of this resolution, Article 5 of the Articles of Association has also been amended.

Alterations to the Articles of Association
The extraordinary shareholders' meeting also resolved to amend Articles 7, 16, 17 and 26 of the Articles of Association, and to introduce a transitory clause.
The alterations concern:

  • The rule that majority public ownership of the share capital of Hera S.p.A. may also be achieved via equity investments in share capital from public bodies or authorities (other than municipalities, provinces or consortia established under Article 31 of Italian Legislative Decree 267/2000) or from companies that are majority-owned, including indirectly, by public bodies or authorities (other than municipalities, provinces or consortia established under Article 31 of Italian Legislative Decree 267/2000), with consequent amendments to the procedures for appointing members of the Board of Statutory Auditors.
  • Increasing the number of members of the Board of Directors from 18 to 20 in order to enact the governance agreements entered into under the framework agreement between Hera S.p.A. and Acegas-Aps Holding S.r.l. of 25 July 2012, and consequently increasing the number of members of the Board of Directors appointed from the list with the most votes from 14 to 16.
  • The addition of a transitory clause, effective as of the date of the ordinary shareholders' meeting to approve the financial statements for the year ending 31 December 2013, providing for the reduction from 20 to 15 of the number of members of the Board of Directors, the reduction from 16 to 12 of the number of members of the Board of Directors from the majority list, and the reduction of the resolution quorum for Board decisions on certain matters from 3/4 of standing members to 2/3 of standing members plus one. The alterations to the Articles of Association are designed to allow the Board of Directors to operate more efficiently, with a view to cutting costs and complying with the governance agreements set out in the aforementioned framework agreements.

Hera S.p.A. shareholders who did not participate in the adoption of these resolutions do not have the right to withdraw, since none of the situations described in Article 2437 of the Italian Civil Code are applicable in this case.

The Articles of Association with the altered Articles 5, 7, 16, 17 and 26, and the new transitory clause, will enter into force as of the effective date of the merger approved above.

Appointment of directors and alternate statutory auditor
In accordance with the provisions of the aforesaid framework agreement of 25 July 2012, the ordinary shareholders' meeting appointed Mr Giovanni Perissinotto and Mr Cesare Pillon as members of the Board of Directors as of the effective date of the merger of Acegas-Aps Holding S.r.l. into Hera S.p.A.
The new directors will remain in office until the date of the shareholders' meeting called to approve the financial statements for the year ending on 31 December 2013.
The shareholders' meeting also appointed Mr Daniele Montroni to the Board of Directors, replacing Mr Nicodemo Montanari, who has resigned. The curriculum vitae of Mr Daniele Montroni is available on Hera's website (www.gruppohera.it).
In addition, Mr Massimo Spina was appointed alternate statutory auditor, replacing Mr. Stefano Ceccacci, who has resigned. Mr Spina's curriculum vitae is also available on Hera's website (www.gruppohera.it).

 
Online since 15-10-2012 at 13:54
 
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