On April 5, 2018 the board of directors of CDP approved CDP’s acquisition of a minority stake in the Issuer. On February 14, 2019 the board of directors of CDP resolved to authorize the acquisition of additional Ordinary Shares of the Issuer. CDP’s intent is to be a long-term shareholder, insofar as this investment falls within the institutional mission of CDP to support strategic national infrastructures in Italy and is intended to show CDP’s support for development and value creation initiatives undertaken by the Issuer in a sector that is of primary interest for the country.
CDP reserves the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time:
| | (i) | to acquire additional securities of the Issuer, dispose of some or all of the Ordinary Shares or such other securities, in each case in open market or private transactions, block sales or otherwise, and review or reconsider its position, change its purpose, take other actions or formulate and implement plans or proposals with respect to any of the foregoing; and |
| | (ii) | to take a variety of actions with respect to its investment, including, purely by way of example and without limitation, support for extraordinary corporate transactions such as a merger, reorganization or sale of assets involving the Issuer or any of its subsidiaries, changes in the board of directors of the Issuer, changes in the present capitalization or dividend policy of the Issuer or other changes in the Issuer’s business or corporate structure, in each of the cases above also communicating with the Board of the Issuer, members of management and/or other stockholders. |
Except as described in Item 6 and this Item 4, CDP does not currently have any plans or proposals that relate to or would result in any such actions.
CDP intends to review its investment in the Issuer from time to time on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s securities in particular, as well as other developments.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER. |
Item 5 (a) – (b)
As of the date of this report, CDP beneficially owns 1,073,500,000 Ordinary Shares, representing approximately 7.1% of the Issuer’s Ordinary Shares based upon 15,203,122,583 Ordinary Shares outstanding, which is the total number of Ordinary Shares outstanding as of September 30, 2018 as reported in the Issuer’s Report of Foreign Private Issuer filed on Form 6-K with the Securities and Exchange Commission on November 28, 2018.
With respect to the persons referenced in Item 2 above, to the best of CDP’s knowledge, as of the date hereof, no such person beneficially owns Ordinary Shares of the Issuer.
(b)
The responses of CDP with respect to Rows 7, 8, 9 and 10 of the cover page of this Schedule 13D that relate to the number of shares which CDP has sole power to vote or to direct the vote, shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition are incorporated herein by reference.
(c)
Except for the transactions described in this Schedule 13D, including those set forth on Schedule II, during the past 60 days there have been no other transactions in the securities of the Issuer effected by CDP or, to the best of CDP’s knowledge, the persons or entities referenced in Item 2 above.
(d)Except as set forth in this Schedule 13D, to the knowledge of the Reporting Person, no person had the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Ordinary Shares covered by this Schedule 13D.
