Rome, 30 July 2014 - Cassa depositi e prestiti Spa (CDP) announces that the Board of Directors, chaired by Franco Bassanini, today approved the disposal to State Grid International Development Limited (SGID) – a company wholly owned by State Grid Corporation of China – of a 35% stake in CDP RETI Spa, at a price not lower than Euro 2,101 million.
CDP RETI is a wholly owned subsidiary company of CDP which holds a 30.000% stake in SNAM Spa, the integrated Italian Group operating in the regulated gas sector.
Before the closing of the transaction, CDP will complete the contribution to CDP RETI of its 29.851% stake held in TERNA Spa, the Italian leading electricity transmission grid operator.
In connection with the transaction, CDP RETI will enter into a Euro 1,500 million new financing (45% of which provided by CDP and the remaining 55% by a pool of third party banks).
It is foreseen that the agreement between CDP and SGID will be signed tomorrow, while the closing of the transaction is expected within a short time frame, following the approvals by government and antitrust authorities, where applicable.
SGID will be granted corporate governance rights that will allow to protect its investment in the company. Specifically, SGID will be entitled to appoint two out of five board members and one out of three members of the board of statutory auditors of CDP RETI, and will have a veto right with respect to the resolutions adopted by both the Board of Directors and the Shareholders Meeting of CDP RETI concerning certain selected matters. In order to enhance the business cooperation between the Parties, CDP and the Investor agree that, based on the needs of the Company, the Investor will be entitled to propose one or two candidates to participate in the business operations of CDP RETI to be taken into consideration for hiring by the competent corporate body of CDP RETI.
Furthermore, SGID will be entitled to designate a board member respectively to the board of both SNAM and TERNA.
The parties agreed on a lock-up of their respective holdings in CDP RETI for a period of 2 years starting from the closing. At the end of such period, any disposal of a stake by one party is subject to the right of first offer of the other party.
Today the Board of Directors approved also to carry on with the process for the disposal of the other 14% stake in CDP RETI to other Italian Institutional Investors which have no governance request, such as Banking Foundations and Pension Funds. The process relating to the disposal of a portion of the residual shares, addressed in particular to the Banking Foundations, will be carried out by CDP in the next weeks and could be completed also simultaneously with the closing of the described transaction.
CDP PROFILE: Cassa depositi e prestiti is a joint-stock company under public control: 80.1% Ministry of the Economy and Finance;18.4% bank foundations; 1.5% treasury shares. It manages a major share of the savings of Italians –postal savings – which represent its main source of funding. It uses its resources to finance the investments of public entities, the development of infrastructure and to support the Italian economy and national enterprises. CDP is the main shareholder of ENI Spa, TERNA Spa, and SNAM Spa.
STATE GRID PROFILE: State Grid Corporation of China (“SGCC”), established on 29 December 2002, is a state-owned enterprise andis the largest utility company in the world ranked as the world’s 7th largest company in the 2014 Fortune Global 500. The mission of the company is to provide safe, economical, clean and sustainable electric power for social and economic development. The company's core businesses are the construction and operation of power network that covers 26 provinces, autonomous regions and municipalities of China. Its service area represents 88% of the national territory, supported by more than 1,500,000 employees to serve a population of over 1.1 billion. SGID is a wholly owned subsidiary of SGCC and the sole platform to execute overseas asset investment and operation for SGCC. SGID has a number of investments in the countries and regions of the Philippines, Brazil, Portugal, Australia and Hong Kong.