PUBLIC NOTICE FOR THE PLACEMENT OF THE UNOPTED SHARES
1. Contracting body – GEAC SpA – Registered office at Strada Provinciale 20 n. 1 – 12038 Savigliano (CN) – Fraz. Levaldigi – VAT number, Registration with the Cuneo Chamber of Commerce and Tax Code: 00210940045.
2. General news
2.1 Characteristics of the GEAC Spa Company
(to) The company “GEAC SpA” has obtained the assignment of the total and twenty-year management of the Cuneo International Airport issued with Interministerial Decree no. 56 of the Minister of Infrastructure and Transport in agreement with the Minister of Economy and Finance, registered at the Court of Auditors on April 17, 2014.
(b) The Extraordinary Shareholders’ Meeting of GEAC SpA, held on 12 December 2020, resolved:
– the share capital increase from Euro 2,300,000.00 up to the amount of Euro 5,300,000.00, through the issue against payment of a maximum number of 30,000,000 shares with a par value of Euro 0.10 each;
– to implement the proposal to increase the share capital in the following ways:
I. the entire amount of the resolved increase was offered as an option to shareholders in proportion to the shares held pursuant to art. 2441, c. 1, of the Civil Code;
II. The exercise of the option right, to be completed with the subscription and payment in the social funds of the minimum amount provided for by art. 2439 of the Civil Code, could be exercised by the deadline of February 28, 2021, in compliance with the terms of publication of the offer pursuant to the law, as the publication of the resolution to increase the share capital in the Register of Companies must be considered an offer to shareholders, pursuant to art. 2441 of the Civil Code. The residual payments relating to the subscriptions made will be paid in the manner established by the Board of Directors;
III. the shareholders must specify, together with the exercise of the option they are entitled to, the desire to exercise the right of pre-emption on any shares that may have remained unexercised, pursuant to Article 2441, paragraph 3 of the Civil Code;
IV. The deadline for exercising any pre-emption requested by the opting shareholders will be set by the Board of Directors;
V. the enjoyment of the new shares issued will start from the date of their subscription.
VI. In the event of failure to request or exercise the right of pre-emption on the shares that have not been opted, with the same shareholders’ meeting resolution, the Board of Directors was granted the right to place them also with third parties, at the same issue price, by the final deadline of 31 (thirty-first) December 2021 (two thousand and one). If the capital increase had not been fully subscribed within the aforementioned term, the share capital should have been considered increased by an amount equal to the subscriptions collected up to that date.
(c) As of February 28, 2021, the shareholder Levaldigi Hi-Tech Srl partially exercised the option right, subscribing to 6,650,000 newly issued shares, equal to a nominal value of € 665,000. Shareholders interested in subscribing the shares that were not opted as of February 28, 2021 were required to communicate, at the same time as their subscription, their willingness to subscribe for any shares that remained unexercised. No one exercised the right of pre-emption on the unexercised shares and therefore, at the expiry of the aforementioned date, no. 23,350,000 shares, equal to a par value of € 2,335,000.00.
(d) With a resolution of 12 December 2020, the Shareholders approved the new bylaws of GEAC SpA ( sub 1).
(And) With the resolution referred to in letter (d), the shareholders’ meeting confirmed to the Board of Directors the task of drawing up the documents necessary to place the unexercised shares with third parties, giving the administrative body the appropriate powers, including the ” experimentation of a public tender procedure in compliance with current legislation.
2.2. Purpose and object of the selection procedure
(f) The selection procedure concerns the placement of a share package with a nominal value equal to a total of Euro 2,335,000.00 of GEAC SpA , with registered office in Provincial Road 20, n. 1 – Savigliano (CN) – Fraz. Levaldigi – VAT number, Registration with the Chamber of Commerce of Cuneo and CF: 00210940045, consisting of n. 23.350.000 shares, to be subscribed and released in cash by paying a nominal price of € 0.10 each, to be made within the terms indicated below. The resolved capital increase is divisible and therefore subscription offers are allowed for only a part of the shares not taken up.
(g) The selection procedure does not require the opinion of the Ministry of Transport and ENAC pursuant to and by effect of the combined provisions of art. 5, c. 9, of the Legislative Decree. n. 50/2016 and of the art. 2, paragraph 4, of the Ministerial Decree of 12 November 1997 n. 521, being the placement of a minority stake in the share capital with third parties. The selection procedure is based on the general principles of competition, transparency, publicity and non-discrimination.
3. Subjects admitted to the selection
Private law subjects possessing the participation requirements referred to in point 3.1 of this Selection Notice are eligible to submit offers.
3.1 Participation requirements
Competitors must demonstrate, under penalty of exclusion, the possession of the following general requirements.
The subjects who intend to demonstrate the correct and legitimate origin of all the declarations indicated below, will be able to certify them pursuant to art. 46 and 47 of Presidential Decree no. 445/2000 and subsequent amendments provided they are accompanied, pursuant to art. 38 of the same legislation, from a copy of the identity document of the subscriber, in the awareness of the criminal sanctions pursuant to art. 76 of the aforementioned legislation.
The subscriber of the following declarations must be the same subscriber of the offer, who may also make the declarations referred to in letters c), d), And), g), h) declaring as well as for himself, also in the name and on behalf of other subjects required to issue the declarations (expressly indicating for those who make the declaration and therefore assuming the related responsibility) or such declarations may be made directly by the various interested parties to whom the statements themselves refer.
The possession of the general requirements occurs if the candidate validly certifies:
a) who is not in a state of bankruptcy, compulsory liquidation, arrangement with creditors or in relation to which proceedings are underway for the declaration of one of these situations;
b) that no proceedings are pending against him for the application of one of the preventive measures referred to in Article 3 of Law no. 1423 of 27 December 1956, (now art. 6 of Legislative Decree no. 159 of 2011) or one of the impediments provided for by art. 10 of the Law of 31 May 1965, n. 575 (now art. 67 of Legislative Decree no. 159 of 2011); the exclusion and prohibition operate if the pending procedure concerns the owner or the technical director, if it is a sole proprietorship; the partners or the technical director in the case of a general partnership, the general partners or the technical director in the case of a limited partnership, the administrators with powers of representation or the technical director or the sole shareholder, natural person, or the majority shareholder, in the case of a company with fewer than four shareholders, in the case of another type of company;
c) that no final conviction has been pronounced against him, or a criminal decree that has become irrevocable, or a sentence of application of the penalty, upon request for serious crimes to the detriment of the State or the Community affecting professional morality ; however, the conviction, with a final judgment, for one or more crimes of participation in a criminal organization, corruption, fraud, money laundering, as defined by the community acts cited in art. 45, paragraph 1, EEC directive 2004/18. The exclusion and prohibition operate if the sentence or decree has been issued against: the owner or the technical director in the case of a sole proprietorship; the shareholders or the technical director, in the case of a general partnership; general partners or the technical director in the case of a limited partnership; of the directors with power of attorney or of the technical director or the sole shareholder who is a natural person, or the majority shareholder in the case of a company with fewer than four shareholders, in the case of another type of company or consortium. In any case, the exclusion and prohibition also apply to subjects who left office in the year preceding the date of publication of the call for tenders, if the company does not demonstrate that there has been complete and effective dissociation of the criminally sanctioned conduct. In any case, exclusion and prohibition do not operate when the offense has been decriminalized or when rehabilitation has taken place, or when the offense has been declared extinct after the sentence or in case of revocation of the sentence itself;
d) that he has not committed serious infringements duly ascertained to the safety regulations and to any other obligation deriving from employment relationships, resulting from the data in the possession of the Observatory;
e) that he has not committed gross negligence or bad faith in the execution of the services entrusted by the contracting authority that announces the tender and that he has not committed a serious error in the exercise of his professional activity;
f) who has not committed serious violations, definitively ascertained, with respect to the obligations relating to the payment of taxes and duties, according to Italian law or that of the State in which he is established;
g) that he is not registered in the computer file for having presented false declaration or false documentation regarding the relevant requirements and conditions for participation in tender procedures and for the award of subcontracts;
h) who has not committed serious violations, definitively ascertained, to the rules on social security and welfare contributions, according to Italian law or the law of the State in which he is established;
i) certifying that they are in compliance with the rules governing the right to work of the disabled (Article 17 of Law No. 68 of 12 March 1999);
l) that the disqualification sanction pursuant to art. 9, c. 2, letter c), of Legislative Decree n. 231 of June 8, 2001 or other sanction that involves the prohibition of contracting with the public administration including the disqualification measures pursuant to art. 36-bis, c. 1, of Legislative Decree no. 223 of 4 July 2006, converted, with amendments, into Law no. 248 of 4 August 2006 and art. 14 of Legislative Decree. n. 81 of 2008;
m) that he is not registered in the computer file for having submitted false declaration or false documentation for the purpose of issuing the SOA certification;
n) who is not, nor has been found, in the last five years, in any of the situations envisaged by art. 2447, 2482-bis and 2482-ter of the Civil Code.
4. Presentation of offers
Persons wishing to participate in the selection procedure must submit their offers in the following terms.
The subjects referred to in point 3 of this announcement are admitted.
The interested parties, if having their registered office or residence abroad, must elect domicile in Italy, in order to receive the communications relating to this selection procedure.
Interested parties must submit, starting from the date of publication of this notice and until the end of the capital increase procedure, i.e. until 31 December 2021, its offer drawn up in written form in Italian, accompanied by a copy of the documents indicated below in Italian in a closed envelope, bearing the reference “ Offer for the purchase of the unexercised shares of the company GEAC SpA “,addressed to GEAC SpA – Provincial Road 20 no. 1 – 12038 Savigliano (CN) – Fraz. Levaldigi.
The same subject may submit one or more offers temporally subsequent to the first, provided that they are submitted within the maximum deadline of 31 December 2021.
4.1. Contents of the package
Two separate envelopes must be inserted inside the package:
ENVELOPE A “Administrative documentation”;
ENVELOPE B “Economic offer”.
All envelopes must be sealed.
The package can be delivered by registered letter of the postal service, private courier or delivery agency, or delivered by hand, from Monday to Friday from 9.00 to 17.00 to the administrative office of GEAC SpA – Provincial Road 20 n. 1 – 12038 Savigliano (CN), Fraz. Levaldigi.
Tenders not delivered by hand must be addressed to: GEAC SpA – Provincial Road 20 n. 1 – 12038 Levaldigi – Savigliano (CN). It must be indicated on the envelope“ Offer for the purchase of the unexercised shares of the company GEAC SpA “ .
The sending of the package and its reception is at the total risk of the sender competitor.
The competitor must indicate on the outside of the package the postal address and ordinary e-mail address, or the certified e-mail address to which any communication must be sent.
4.2 Envelope A – Administrative documentation
In Envelope A the following documents must be contained, written in Italian, under penalty of exclusion:
to) declaration by the competitor, by self-certification accompanied by the personal identity document of the undersigned declarant, of possession of the participation requirements, as defined in point 3 of this Announcement;
b) documentation certifying the economic, patrimonial and financial soundness of the competitor (by way of example but not limited to: latest approved financial statements, chamber of commerce certificate referring to the presence of qualified shareholders of reference, cadastral surveys, bank certificates, etc.);
c) in the case of an individual: certificate of residence, with translation into Italian in the case of foreign subjects; in the case of a company: a valid certificate of incorporation, or equivalent certificate in the case of a foreign subject, certifying the validity of the corporate offices and the indication of the names of the subjects who hold administrative and control functions and the related powers, with translation into language Italian in the case of foreign subjects;
d) copy of the resolution or resolutions that have given the signatory of the Offer the necessary power to present it in the name and on behalf of the Offeror, if not already resulting from the certificates produced in any case;
And) indication of the domicile elected in Italy and of the ordinary e-mail address or certified e-mail address, signed by the legal representative of the bidder;
f) the confidentiality commitment signed for full acceptance by the legal representative of the competitor;
g) copy of this Notice, initialed on each page and signed on the last page for full acceptance of the conditions.
4.3. Envelope B – Economic offer
The economic offer contained in the Envelope B contains the proposal for the total purchase of the unexercised shares referred to in this notice on the basis of the issue price of the shares, equal to € 0.10 per share. It is specified that this purchase proposal is formally equivalent to a formal and irrevocable communication of the subscription of share capital, subject to the suspensive condition of acceptance of the offer.
5. Criteria for awarding and evaluation of offers
The evaluation of the offers takes place promptly upon their presentation on the basis of two criteria:
- qualitative, selecting the best offers based on the economic, equity and financial characteristics emerging from the documentation referred to in art. 4.2, letter b).
- temporal, selecting the offers on the basis of their moment of presentation.
The offers will be evaluated in this way and will be satisfied until the available shares are exhausted.
The contracting body verifies the admissibility of the offers received. It therefore proceeds promptly to evaluate the accepted offers, definitively accepting those that simultaneously satisfy the two criteria referred to in the previous period. The award will be made even in the presence of only one valid offer.
The opening of the envelopes and the described evaluation process relating to each individual offer will be carried out at the latest by the second working day following the presentation of each individual offer, at the premises of GEAC SpA
6.Contracting commission
The Contracting Commission, composed of n. 3 experts, will be appointed by Geac Spa after the publication of this notice. The experts will be chosen on the basis of their respective professional experiences and in relation to their experience within the company GEAC SpA, in order to best judge the offers presented. The Commission will meet promptly at the company’s headquarters or by audio conference, whenever an offer is received from each individual competitor.
7.Information documentation available to competitors
For the purpose of formulating the offer, the contracting entity makes available the following information elements relating to the Company:
- information on the Company’s activities and the main balance sheet and financial data (copy of the Company’s bylaws; copy of the Company’s statutory financial statements and tax returns for the last three approved financial years);
- information on Airport Certification and on the Certification of ground activities and services;
- copy of the airport total management agreement signed by GEAC Spa.
The information listed above can be consulted at the Company’s registered office by accessing one data room specially prepared. This access will be allowed in compliance with the equal treatment of interested parties who request it and in a transparent and non-discriminatory manner. There data room it will be set up at the registered office of the company GEAC SpA – Provincial Road 20 n. 1 – 12038 Levaldigi – Savigliano (CN), – tel +39 0172.741510 – fax +39 0172.741535 e-mail: amministrazione@cuneoairport.com, by appointment to be requested at least two days in advance of the date.
8. Final award
A copy of the results of the procedure will be sent to all parties who have submitted an offer at the end of the evaluation procedure referred to in Article 5 above.
The payment of the capital by the successful bidder, net of any amount already paid as a voluntary guarantee to any probative support of the requisites referred to in art. 4.2, must be entirely carried out, even more tranches , by 31 December 2021, by bank transfer to the following primary bank account IBAN: IT95 K 06305 46852 000020104577 – BIC: SARCIT2S c / o Cassa di Risparmio di Savigliano Bank. Alternatively, the sums can be paid into another company current account in agreement with the company itself.
In the event of failure to pay within the aforementioned term, the successful bidder will be deemed to have lapsed from the award and the Company will retain the sums already paid up to that date as a penalty.
9.Information
The processing of data sent by the interested parties will take place in compliance with the provisions of EU Regulation 2016/679 – GDPR concerning the protection of the processing of personal data. Pursuant to said Regulation, the processing of personal data will take place lawfully and according to correctness and transparency, in accordance with the provisions of the Regulation itself in order to protect the rights of the subjects who submit offers and the confidentiality of their data. The data received will be processed exclusively to allow the identification of the private shareholder and the verification of his reliability and suitability, as well as the correct execution of the Procedure. The Company GEAC SpA will be the data controller and the data processor will be the President Giuseppe Viriglio, towards whom each interested party can assert the rights referred to in sections 2, 3 and 4 of Chapter III of the 2016 EU Regulation. / 679 – GDPR.
The personal data that you provide us will be kept for the purposes of the aforementioned public notice.
Your personal data will be processed and stored through the use of tools and procedures suitable to guarantee its security and confidentiality, both by using analog / paper supports and with the aid of IT supports and tools.
The conditions, terms and any other prescription contained in the Call are considered essential and their non-compliance, or any delay in the delivery of offers, will result in exclusion from the selection procedure. Corrections, additions, modifications or regularizations of applications or documents after their presentation are allowed only at the express and unquestionable request of the Company, in compliance with current legislation.
Any communication to the Company relating to the Notice and the Selection Procedure must be addressed as follows: GEAC SpA – Provincial Road 20 n. 1 – 12038, Fraz. Levaldigi – Savigliano (CN), under the responsibility of the President / General Manager.
10. Responsible for the procedure:
The General Manager of GEAC SpA – Dr. Anna Maria Milanese
e-mail: amministrazione@cuneoairport.com – tel: +39 0172.741519 – fax: +39 0172.741535.
11.Procedures for appeal.
The parties will submit disputes arising from this announcement or in relation to it to the mediation attempt provided for by the Conciliation Service of the Piedmont Arbitration Chamber.
In the event that the attempt fails, all disputes arising from this announcement or in relation to it, will be resolved by arbitration according to the Regulations of the Chamber of Arbitration of Piedmont, by a single arbitrator or by three arbitrators, appointed in accordance with these Regulations. .
Levaldigi, 03/29/2021
The general director
Anna Maria Milanese
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