Financial information

FNM S p A: Unaudited 2020 pro forma consolidated statement of comprehensive income as of December 31, 2020 of FNM

Società per Azioni

Headquarters in Milan – Piazzale Cadorna, 14

Social Capital € 230,000,000.00 iv

Unaudited pro forma consolidated statement of

Overall income

for the fiscal year ended December 31, 2020 of

FNM SpA

FNM Group

This document has been prepared by FNM SpA, on a voluntary basis, exclusively within the framework of the possible issue of bonds within the framework of the Euro Medium Term Note program of € 1,000,000,000, which was announced to the market on the 16th September 2021 (see the corresponding press release, available in the “Investor Relations – Press releases” section of the company’s website – www.fnmgroup.it).

1. INTRODUCTION

This document presents the unaudited pro forma statement of comprehensive income for the financial year ended December 31, 2020 of FNM SpA (hereinafter the “Society” Where “FNM“and, with its subsidiaries, the”Group” Where “FNM Group“) and the accompanying explanatory notes (the”Unaudited pro forma consolidated financial information“).

The unaudited pro forma consolidated financial information has been prepared to retroactively show the main effects of the following transactions on the Company’s consolidated statement of comprehensive income:

  • the acquisition of 82.4% of the capital of Milano Serravalle-Milano Tangenziali SpA (“BET“) by the FNM Group, which was completed on February 26, 2021; and
  • the unsecured facility used to finance acquisition mentioned above.

The operations described above are jointly referred to as “Transactions“.

No pro forma consolidated statement of financial position has been prepared because the effects of Transactions are already reflected in the consolidated statement of financial position as at June 30, 2021 included in the interim condensed consolidated financial statements of the Company at that date.

The objective of preparing Unaudited Pro Forma Consolidated Financial Information is to simulate, according to accounting principles consistent with those used for the preparation of the Group’s published historical consolidated accounts and in accordance with applicable legislation, the main potential effects of the Transactions on the consolidated statement of comprehensive income of the Company, as if the Transactions had taken place on January 1, 2020 for the purposes of the unaudited pro forma consolidated statement of comprehensive income for the year ended December 31, 2020.

The Unaudited Pro Forma Consolidated Financial Information deals with a hypothetical situation and, therefore, does not represent the actual financial position or operating results of the Group.

As mentioned above, the Unaudited Pro Forma Consolidated Financial Information represents a simulation, for information purposes only, of the main potential impacts that may arise from the

Unaudited pro forma consolidated statement of comprehensive income

for the fiscal year ended December 31, 2020

page 1

FNM Group

Transactions. In particular, as the pro forma information is prepared to retrospectively illustrate the effects of transactions that will occur subsequently, using generally accepted regulations and reasonable assumptions, there are limitations inherent in the nature of the pro forma information; therefore, if the Transactions had taken place on the date assumed above, the actual effects would not necessarily have been the same as those presented in the unaudited pro forma consolidated financial information.

The Unaudited Pro Forma Consolidated Financial Information is based on our current estimates and good faith assumptions regarding adjustments resulting from Transactions. The unaudited pro forma consolidated financial information is provided for informational purposes only and does not purport to represent or be indicative of the consolidated results of operations that the FNM group and MISE (the “Combined Group“) would have reported if the Transactions had been completed on the date presented, and is not, and should not be considered, representative of the future consolidated financial position or results of operations of the Combined Group, nor does it purport to project the Combined Group financial position at a future date or results of operations for a future period and should not be used for this purpose.

The Unaudited Pro Forma Consolidated Financial Information should be read in conjunction with:

  • the consolidated financial statements of the FNM Group for and for the years ended December 31, 2020 (hereinafter the “FNM 2020 Audited Consolidated Financial Statements“), prepared in accordance with International Financial Reporting Standards adopted by the European Union (“IFRS“), approved by the Board of Directors on March 18, 2021 and audited by PricewaterhouseCoopers SpA, which delivered its unqualified audit report on April 8, 2021;
  • the financial statements of MISE as of December 31, 2020 and for the years ended December 31, 2020 (hereinafter “MISE 2020 Audited Financial Statements“), prepared in accordance with the relevant requirements of the Italian Civil Code, as interpreted by the accounting standards issued by the Italian Accounting Board (hereinafter the”Italian GAAP“), approved by the Board of Directors of MISE on March 11, 2021 and audited by Ria Grant Thornton SpA, who issued her unqualified audit report on March 30, 2021.

Unaudited pro forma consolidated statement of comprehensive income

for the fiscal year ended December 31, 2020

page 2

FNM Group

2. OPERATIONS

A brief description of the Transactions is presented below.

2.1.ACQUISITION OF BET

On July 29, 2020, the FNM acquired 13.6% of the share capital of MISE, the stake held directly and indirectly by ASTM SpA in MISE, following the execution of the sale and purchase agreement signed on the same date ( the “First acquisition MISE“).

On February 26, 2021, the FNM finalized the acquisition of 82.4% of the capital of MISE, the entire stake held by the Lombardy Region in MISE, in execution of the sale and purchase agreement signed on November 3, 2020 (the “Second acquisition MISE“and, with the First MISE Acquisition, the”MISE acquisition“).

The planned consideration for the Acquisition of MISE amounted to € 604.8 million, of which € 526.5 million was paid in the first quarter of 2021.

2.2.TFINANCIAL DEBT

The MISE Acquisition was financed by a bridging loan of up to € 650 million granted to FNM by a pool of banks, which must be repaid in one installment no later than January 2022 (the “Bridge loanThe bridging loan was drawn on February 26, 2021 for 620 million euros.

Interest is calculated as the sum of Euribor plus a margin. Transaction costs related to the bridging loan amounted to 8.4 million euros.

Unaudited pro forma consolidated statement of comprehensive income

for the fiscal year ended December 31, 2020

page 3

This is an excerpt from the original content. To continue reading it, access the original document here.

Disclaimer

FNM SpA published this content on September 17, 2021 and is solely responsible for the information it contains. Distributed by Public, unedited and unmodified, on September 17, 2021 04:21:06 PM UTC.

Public now 2021

All news from FNM SPA
Sales 2021 466 million
547 million
547 million
Net income 2021 37.0 million
43.4 million
43.4 million
Net debt 2021 753 million
883 million
883 million
PER 2021 ratio 7.21x
Yield 2021 3.55%
Capitalization 270 million
317 million
316 million
VE / Sales 2021 2.19x
VE / Sales 2022 1.98x
Of employees 2 823
Free float 27.7%

Duration :

Period:

FNM SpA Technical Analysis Chart |  MarketScreener

Trends in technical analysis FNM SPA

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Evolution of the income statement

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Average consensus SOCKET
Number of analysts 1
Last closing price

€ 0.62

Average price target

€ 0.93

Spread / Average target 50.0%


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