ASTALDI S.P.A. 
By PRESS RELEASE
Astaldi S.p.A. offers Euro 100 million equity-linked bonds to qualified investorsRome, January 24, 2013 - Following the approval of its Board of Directors held on January 23, 2013 at
7 p.m., Astaldi S.p.A. ("Astaldi" or the "Company") is launching today an offering of Euro 100 million equity-linked bonds due January 31, 2019 (the "Bonds"). The offer is made exclusively to Italian and international qualified investors outside the U.S., Canada, Australia and Japan, therefore excluding any form of public offering in any jurisdiction including Italy.
The Bonds will initially be issued for a principal amount of Euro 100 million, which may be subsequently increased by up to Euro 15 million (for a total principal amount of up to Euro 115 million) at the option of the Company on the pricing date and further increased by no later than 3 business days prior to closing by up to Euro 15 million (for a total principal amount of up to Euro 130 million) pursuant to the exercise in full of the over-allotment option granted to the Joint Bookrunners.
The proceeds of the Bonds will be used by the Company to fund growth opportunities as outlined in its strategic guidelines, as published on November 15, 2012 as well as for general corporate purposes.
Following pricing, Astaldi's Board of Directors will call an Extraordinary General Meeting ("EGM") to approve a dedicated capital increase (the "Capital Increase") for the issue of new ordinary shares of nominal value Euro 2 each, with exclusion of shareholders' pre-emption rights, pursuant to Article 2441, paragraph 5, of the Italian Civil Code to serve as underlying to the Bonds.
Starting from one year after the issue date of the Bonds, bondholders may apply for the conversion of the Bonds into Astaldi shares, subject to EGM approval of the Capital Increase. At maturity (6 years from the issue date of the Bonds), the Bonds will be redeemed at their principal amount unless previously redeemed, converted, or purchased and cancelled.
Any conversion may be also satisfied at Astaldi's option (the "Cash Settlement Option") by a payment in cash or in a combination of ordinary shares and cash. The amount to be paid by the Company under the Cash Settlement Option would depend upon the price of Astaldi's shares at such time.
Fin.Ast S.r.l., in its capacity as majority shareholder of Astaldi, with more than 52% of Astaldi's issued ordinary share capital at the date hereof, has (i) expressed a favourable view and support for, the transaction (ii) confirmed its undertaking to vote at the EGM in favour of the Capital Increase , and (iii) agreed to enter into lock-up obligations customary for similar transactions for a period from the date hereof until 90 days after the issue date of the Bonds.
Purchase orders from qualified investors that are also shareholders of Astaldi (including Fin.Ast S.r.l., the majority shareholder in Astaldi) may receive priority treatment in the allocation process.
Fin.Ast S.r.l., in its capacity as qualified investor, has also announced its intention to subscribe for up to
Euro 13 million principal amount of the Bonds.
The Bonds will be issued at par and will bear interest payable semi-annually in arrear at a fixed rate, within a range between 4.125% to 4.625% per annum payable in equal instalments on 31 January and 31
July each year.
The conversion price for the Bonds is expected to be set at a premium comprised between 30% and 35% to the volume weighted average price of the Company's ordinary shares on Borsa Italiana from launch to pricing.
The Bonds will be issued in the denomination of Euro 100,000.00 each. The final terms of the Bonds will be determined following the bookbuilding and will be announced as soon as practicable thereafter.
An application for the listing of the Bonds on the non-regulated market of the Luxembourg Stock
Exchange, the Euro-MTF Luxembourg, will be made by the Company.
Banca IMI S.p.A., BNP Paribas and The Royal Bank of Scotland plc are acting as Joint Bookrunners and
Joint Lead Managers for the placement of the Bonds.
Chiomenti Studio Legale have advised Astaldi as to matters of Italian law, Clifford Chance Studio
Legale Associato have advised the Joint Bookrunners as to matters of English and Italian law.
* * *
Astaldi Group is the leading General Contractor in Italy whose activities include the design, construction and management of public infrastructures and major civil engineering works, mainly in the segments of transport infrastructure, energy production plants, civil and industrial engineering and plant building. Listed on the Italian Stock Exchange since 2002, it is on the 89th position in the list of the Top Global Contractors. It ended 2011 financial year with an order backlog of more than EUR 10 billion and a turnover of EUR 2.4 billion, an EBITDA of EUR 259 million, an EBIT of EUR 201 million, and a net profit of EUR 71 million; the net debt of 2011 financial year is of an amount of EUR 479,7 million, net of treasury shares.
Currently Astaldi Group works in 6 regions worldwide, including Italy, Middle Europe (Poland, Romania, Russia) and Turkey, Middle East (Saudi Arabia, Oman), Maghreb (Algeria), Latin America (Venezuela, Peru, Chile, Central America) and North America (Canada, USA).
For more information please contact: Alessandra Onorati - Astaldi S.p.A. Tel. +39 06 41766389
Head of External Relations and Investor Relations a.onorati@astaldi.com
www.astaldi.com
IMPORTANT NOTICE:
THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO PURCHASE ANY SECURITIES IN THE UNITED STATES. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE LAWS OF ANY STATE WITHIN THE U.S., AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR FOR THE ACCOUNT OR BENEFIT OF ANY U.S. PERSONS AS THAT TERM IS DEFINED IN THE U.S. SECURITIES LAWS, EXCEPT IN A TRANSACTION NOT SUBJECT TO, OR PURSUANT TO AN APPLICABLE EXEMPTION FROM, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY STATE SECURITIES LAWS. THIS DOCUMENT MAY NOT BE DISTRIBUTED OR SENT INTO THE UNITED STATES, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES DESCRIBED HEREIN WOULD BE PROHIBITED BY APPLICABLE LAWS AND SHOULD NOT BE DISTRIBUTED TO UNITED STATES PERSONS OR PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES. NO OFFERING OF THE SECURITIES IS BEING MADE IN THE UNITED STATES.
THIS IS NOT AN OFFER TO SELL, NOR A SOLICITATION OF AN OFFER TO BUY AND ANY DISCUSSIONS, NEGOTIATIONS OR OTHER COMMUNICATIONS THAT MAY BE ENTERED INTO, WHETHER IN CONNECTION WITH THE TERMS SET OUT HEREIN OR OTHERWISE, SHALL BE CONDUCTED SUBJECT TO CONTRACT.
NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE AS TO, OR IN RELATION TO, AND NO RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED BY BANCA IMI S.P.A., BNP PARIBAS AND THE ROYAL BANK OF SCOTLAND PLC ("THE JOINT BOOKRUNNERS") OR BY ANY OF THEIR RESPECTIVE OFFICERS OR AGENTS OR AFFILIATES AS TO OR IN RELATION TO THE ACCURACY OR COMPLETENESS OF THIS DOCUMENT, OR ANY OTHER WRITTEN OR ORAL INFORMATION MADE AVAILABLE TO ANY INTERESTED PARTY OR ITS ADVISERS AND ANY LIABILITY THEREFORE IS HEREBY EXPRESSLY DISCLAIMED.
THE JOINT BOOKRUNNERS ARE ACTING ON BEHALF OF THE COMPANY AND NO ONE ELSE IN CONNECTION WITH THE BONDS AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE JOINT BOOKRUNNERS OR FOR PROVIDING ADVICE IN RELATION TO THE BONDS.
COPIES OF THIS DOCUMENT ARE NOT BEING, AND MUST NOT BE, MAILED, OR OTHERWISE FORWARDED, DISTRIBUTED OR SENT IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH MAILING OR DISTRIBUTION WOULD BE ILLEGAL, OR TO PUBLICATIONS WITH A GENERAL CIRCULATION IN THOSE JURISDICTIONS, AND PERSONS RECEIVING THIS DOCUMENT (INCLUDING CUSTODIANS, NOMINEES AND TRUSTEES) MUST NOT MAIL OR OTHERWISE FORWARD, DISTRIBUTE OR SEND IT IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH MAILING OR DISTRIBUTION WOULD BE ILLEGAL OR TO PUBLICATIONS WITH A GENERAL CIRCULATION IN THOSE JURISDICTIONS.
THIS DOCUMENT IS ONLY ADDRESSED TO AND DIRECTED, IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHICH HAVE IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A "RELEVANT MEMBER STATE"), AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC) ("QUALIFIED INVESTORS"). EACH PERSON WHO RECEIVES THIS DOCUMENT WILL BE DEEMED TO HAVE REPRESENTED, ACKNOWLEDGED AND AGREED THAT IT IS A "QUALIFIED INVESTOR" WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE.
UNITED KINGDOM
IN ADDITION, IN THE UNITED KINGDOM, THIS DOCUMENT IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE
"ORDER") AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS DOCUMENT MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OTHER THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS.
ITALY
THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO THE PUBLIC IN ITALY OF FINANCIAL PRODUCTS AS DEFINED UNDER ARTICLE 1, PARAGRAPH 1, LETTER (T) OF LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY 1998, AS AMENDED (THE "ITALIAN FINANCIAL ACT").
AS THE SECURITIES WILL BE ISSUED IN A MINIMUM DENOMINATION OF €100,000 AND WILL NOT
BE LISTED ON AN ITALIAN REGULATED MARKET, NO DOCUMENTS OR MATERIALS RELATING TO THE SECURITIES HAVE BEEN OR WILL BE SUBMITTED TO THE CLEARANCE PROCEDURE OF THE COMMISSIONE NAZIONALE PER LE SOCIETÀ E LA BORSA ("CONSOB").
THE OFFER OF THE SECURITIES WILL BE CARRIED OUT IN THE REPUBLIC OF ITALY AS AN EXEMPTED OFFER PURSUANT TO ARTICLE 100 OF THE ITALIAN FINANCIAL ACT AND ARTICLE 34- TER, PARAGRAPH 1 OF CONSOB REGULATION NO. 11971 OF 14 MAY 1999, AS AMENDED.
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