There is a great deal of manoeuvring on Autostrade per l’Italia (ASPI), one of Europe’s leading concessionaires for the construction and operation of toll highways. Actually the Italian Government is said aiming at replacing the two foreign funds Blackstone and Macquarie in ASPI’s shareholding structure with Italian investors willing to support an investment policy by the motorway group. A policy that has so far been hampered by a company statute that effectively blocks them, since it requires the distribution of all net profits in the form of dividends (apart from one-twentieth that goes to the legal reserve), unless the ordinary shareholders’ meeting resolves otherwise on each occasion (see here the text of the statute, art. 37).
This would be the real crux of the problem, which the Italian National Promotion Institution, Cassa Depositi e Prestiti (CDP), one of ASPI’s shareholders, had already explained to the other shareholders last March in a letter, unveiled by RAI’s TV programme Report. In thet letter CDP’s ceo, Dario Scannapieco, invited the funds to change the statute so that ASPI could carry out its necessary investment plan (see here the full text of the letter in this StartMag article).
The funds, however, are said not willing to agree. It is this shareholder diatribe that has therefore given the go-ahead to builder Matterino Dogliani, based in the Piedmont region, to step up in the picture. Actually Mr. Dogliani, through his family holding company, Fininc spa, is engaged mainly in the design and construction of large infrastructure and industrial works, from major road traffic arteries viaducts and tunnels, up to the steel industry, and as revealed on Monday 2 October by Bloomberg, studied an offer for buyig out ASPI, in partnership with an international fund, putting 8 billion euro on the table or 20 billion, including debt (on ASPI’s debt see a previous article by BeBeez). A figure, this, that compares with the equity value for 100% of ASPI of 9.3 billion euro (of which 200 million in bank commissions), on the basis of which the 88.06% stake of the group, previously held by Atlantia spa, had changed hands for 8.1 billion. It had been bought by Holding Reti Autostradali spa (HRA), the investment vehicle controlled by CDP Equity (51%) and the Blackstone Infrastructure Partners (24.5%) and Macquarie Asset Management (24.5%) funds (see a previous article by BeBeez). The rest of the capital is in the hands of the Appia consortium (Allianz and EDF), which has (6.94%) and the Chinese fund Silk road (5%),
Officially, however, there is nothing concrete about Fininc’s offer. Yesterday afternoon, sources at Palazzo Chigi, the headquarter of the Italian Government in Rome, stated that “The rumour reported by Bloomberg, according to which the Italian Government is aware of and intends to support an offer for Autostrade per l’Italia by the company Fininc, is totally without foundation“. That said, the denial concerns Fininc’s offer, but not the fact that there is a Government plan for a possible reorganisation of ASPI’s shareholding structure. And in fact, yesterday also saw a more favourable statement by the Italian Minister of Infrastructure and Transport, Matteo Salvini, on the sidelines of the inauguration of Expo Ferroviaria, who confirmed that the Government has no formal proposal on the table, but also said that, ‘these are obviously matters that concern private companies; however, if a large Italian company, healthy and liquid, manages to raise foreign capital to bring them to invest in the development of our country, for me it is only good news. I do not come into matters concerning private companies, but I am interested in the fact that ASPI invests, something it has not always done in past years’ (see here Radiocor).
In short, it seems true that something is happening, concerning ASPI. But whether it will come to anything concrete is a matter of time. Also because CDP Equity, Blackstone and Macquarie have entered into a shareholders’ agreement valid until May 2027 and accompanied by a lock-up agreement of the same duration, so they all have to agree on a possible change in the rules.
As for the numbers at stake, let us recall that ASPI closed the first half of the year ending 30 June 2023 with EUR 2.07 billion in revenues, an ebitda of EUR 1.22 billion and a profit of EUR 460 million, versus a net financial debt of around EUR 8.9 billion and shareholders’ equity of just under EUR 3 billion (see the Half-Year Report here), after closing FY 2022 Consolidated Financial Statements with Operating revenues of EUR 4.18 billion, ebitda of EUR 2.46 billion and net profit of EUR 1.15 billion, against net financial debt of EUR 8.1 billion and shareholders’ equity of EUR 3.47 billion (see here the 2022 Consolidated Financial Statements).
Fininc spa, which is 68.79% owned by Matterino Dogliani, holds own shares for 13.7% of the capital and is posssed for the remainder by Fiorenzo (5.15%), Claudio (4.64%), Oreste (4.64%) and Antonino Dogliani (3.09%), closed 2022 with revenues of around EUR 305 million, a gross operating margin of around 15 million, against a net financial debt of around 141 million and a shareholders’ equity of 995 million (see the Leanus report here, after registering for free). The company clearly could not cope with a bid for ASPI on its own, but it could certainly offer itself as an aggregator of other entrepreneurs’ interests and, above all, find one or more infrastructure funds interested in accompanying it in the operation.
