Transcript Cassa Depositi e Prestiti S.p.A.

BANKING
NOVEMBER 18, 2014
Cassa Depositi e Prestiti S.p.A.
COMPANY PROFILE
Rome, Italy
Company Overview
Table of Contents:
COMPANY OVERVIEW
FINANCIAL HIGHLIGHTS
(AS REPORTED)
BUSINESS ACTIVITIES
DISTRIBUTION CAPACITY AND
MARKET SHARE
OWNERSHIP AND STRUCTURE
COMPANY MANAGEMENT
COMPANY HISTORY
PEER GROUP
RELATED WEBSITES AND
INFORMATION SOURCES
MOODY’S RELATED RESEARCH
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Analyst Contacts:
LONDON
+44.20.7772.5454
Cassa Depositi e Prestiti S.p.A. (CDP), an Italian joint-stock company under public control,
specialises in financing developmental infrastructure projects. As of 31 March 2014, CDP
reported a 47.8% share among public entities and public-law bodies active in lending in Italy.
As of 30 June 2014, it had total consolidated assets of €366.7 billion.
CDP mainly provides specialist services concerning the financing of developmental
infrastructure projects, including financial resources for public investments, infrastructure
schemes and large-scale public-sector projects. It services the Italian government, local
authorities and various other public entities. Furthermore, through the banking system, CDP
grants long-term loans to small and medium-size enterprises (SMEs) and businesses.
CDP was established by the Italian government in 1850 to finance public-sector projects.
Furthermore, since 1875, it has accepted retail savings deposits collected by the Italian post
office network (Post Italiane). In 2003, CDP became a joint-stock company, with a majority
of its shares owned by the Italian state. As of 19 May 2014, the Ministry of Economy and
Finance (MEF) owned an 80.1% stake in CDP.
Source: Company Reports (annual report Dec 2013, semi-annual report June 2014, base prospectus May 2014), Company
data, Moody’s research
This report, exclusively provided to you by
Moody’s, presents a convenient summary of
as reported, publicly available information.
The information is not adjusted for Moody’s
analytic purposes. For Moody’s Ratings,
Opinion and Analytics on this company,
please [Click here]. To access the latest
Moody’s Credit Opinion on this company,
please [Click here].
BANKING
Financial Highlights (as Reported)
Note: The financials presented below are those reported by the entity and are not adjusted for Moody’s
analytic purposes. For Moody’s generated ratios on Cassa Depositi e Prestiti S.p.A., please see
<Cassa Depositi e Prestiti S.p.A. page on moodys.com>.
EXHIBIT 1
Latest Full-Year Results
Cassa Depositi e Prestiti S.p.A.
(in € Million)
31-Dec-13
31-Dec-12
31-Dec-11
Total Assets
% Change
13/12
% Change
12/11
340,467
328,912
287,143
3.51
14.55
Total Shareholders’ Equity
23,501
21,056
18,349
11.61
14.75
Shareholders’ Equity Excluding Minority Interest
19,295
18,186
15,525
6.10
17.14
Net Income
2,899
3,235
2,345
(10.38)
37.96
Net Income Attributable to Equity Holders
2,501
2,927
2,167
(14.54)
35.04
Note: Consolidated figures are considered for all financials
Source: Moody’s research
EXHIBIT 2
Latest First-Half Results
Cassa Depositi e Prestiti S.p.A.
(in € Million)
30-June-14
30-June-13
% Change
14/13
Total Assets
366,689
339,907
7.88
Total Shareholders’ Equity
23,725
22,511
5.39
Shareholders’ Equity Excluding Minority Interest
19,484
18,538
5.10
1,180
1,641
(28.10)
964
1,435
(32.81)
Net Income
Net Income Attributable to Equity Holders
Note: Consolidated figures are considered for all financials
Source: Moody’s research
Business Activities
Since its inception, CDP has financed infrastructure projects carried out for the purpose of
development. Apart from providing services to the Italian government, local authorities and other
public entities, CDP grants long-term loans to strategically important SMEs. Since 1875, it has also
accepted retail savings deposits collected by the Poste Italiane network.
This publication does not announce
a credit rating action. For any
credit ratings referenced in this
publication, please see the ratings
tab on the issuer/entity page on
www.moodys.com for the most
updated credit rating action
information and rating history.
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NOVEMBER 18, 2014
In 2003, CDP became a joint-stock company. One key change accompanying the transformation was
the creation within the same legal entity of two separate business areas: the Gestione Separata,
comprising all CDP’s public-interest activities; and the Gestione Ordinaria, comprising the financing
of infrastructure for public services (i.e., project finance), for which CDP competes in the open
market.
Concerning its Gestione Separata activities, CDP is charged with the following: financing publicsector entities; managing the postal savings of Italian citizens, which are guaranteed by the state;
COMPANY PROFILE: CASSA DEPOSITI E PRESTITI S.P.A.
BANKING
managing strategic equity stakes transferred by the state to CDP; and participating in funding of
various domestic development programmes and other public-interest projects on behalf of the
government.
As for its segment reporting, CDP’s activities are organised into the following two business units:
Business and Finance Areas; and Equity Investments and Miscellaneous.
Business and Finance Areas: This segment, which accounted for 64.2% of CDP’s operating income in
the financial year ended 31 December 2013 (2013), includes the following areas:
»
The Public Entities area, which provides lending products and services to public entities and other
legal bodies through ordinary loans, flexible specific-purpose loans and unsecured loans.
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The Finance area, which manages CDP’s treasury operations and funding activities. It engages in
sourcing, investing and monitoring liquidity for the company. It also contributes to strategic asset
liability management and manages financial risk at the operational level, noting however that
CDP is not active in trading activities.
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The Public Interest Lending area, which provides financial services for public projects sponsored
by public bodies for which the financial sustainability has been verified.
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The Financing area, which provides investment financing for work, plant, infrastructure and
networks used for public services or in reclamation projects (including energy, local public
transport, multi-utilities and health care).
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The Economic Support area, which manages subsidised credit instruments established by specific
legislation and economic support instruments.
Equity Investments and Miscellaneous: This segment comprises the bank’s activities related to
investment and divestment of investment fund units and shareholdings, and transactions for the
rationalisation of the investment portfolio. It also includes the costs of other functions. In 2013, this
segment accounted for 35.8% of CDP’s operating income.
Source: Company Report (annual report Dec 2013), Company data, Moody’s research
EXHIBIT 3
Business Unit
(% of Operating Income, unconsolidated, for 2013)
Equity Investments and
Miscellaneous
35.8%
Business and Finance Areas
64.2%
Source: Company Report (annual report Dec 2013, Pg: 336)
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COMPANY PROFILE: CASSA DEPOSITI E PRESTITI S.P.A.
BANKING
Distribution Capacity and Market Share
CDP operates throughout Italy and abroad to support the export activities of Italian companies. As a
state-owned entity with a public-interest mission, CDP is a frequent lending counterparty for publicsector organisations.
As of 31 March 2014, CDP reported a 47.8% share among the public entities and public-law bodies
engaged in lending in Italy (31 December 2013, 47.1%).
Source: Company Report (semi-annual report June 2014), Moody’s research
Ownership and Structure
As of 19 May 2014, CDP was a joint-stock company under public control, with 80.1% of its shares
owned by the MEF. As of that date, 18.4% of CDP’s share capital was owned by several banking
foundations (fondazioni), and the remaining 1.5% stake was held in treasury shares. As of 19 May
2014, CDP reported 296,450,000 ordinary shares in issue.
According to Italian law, majority ownership of CDP must remain with the Italian government, while
fondazioni and other public and private entities are allowed to hold only minority stakes. Furthermore,
CDP statutes specify that “only banks and other supervised financial intermediaries approved by the
board of directors” can become minority shareholders, and stipulate that any shareholder (other than
the government) can hold only 5% or less of CDP shares.
CDP is the parent company of the CDP Group, which comprises CDP, CDP GAS Srl, CDP RETI
S.p.A. (CDP RETI), SACE S.p.A., Fintecna S.p.A., CDP Immobiliare Srl, Quadrante S.p.A., Simest
S.p.A., CDP Investimenti SGR S.p.A. (CDPI SGR), Terna S.p.A. and Fondo Strategico Italiano
S.p.A. (FSI), and their subsidiaries and associates.
Source: Company Reports (annual report Dec 2013, base prospectus May 2014, semi-annual report June 2014), Moody’s research
Subsidiaries and Associates
As of 30 June 2014, CDP’s equity investments were as follows:
EXHIBIT 4
Cassa Depositi e Prestiti S.p.A.
Company
Registered Office
% Held
Listed Companies
Eni S.p.A.
Rome
25.76
Terna S.p.A.
Rome
29.85
SACE S.p.A.
Rome
100.00
CDP RETI S.p.A.
Rome
100.00
Fintecna S.p.A.
Rome
100.00
Fondo Strategico Italiano S.p.A.
Milan
77.70
CDP GAS Srl
Rome
100.00
CDP Immobiliare Srl
Rome
100.00
Unlisted Companies
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COMPANY PROFILE: CASSA DEPOSITI E PRESTITI S.P.A.
BANKING
EXHIBIT 4
Cassa Depositi e Prestiti S.p.A.
Company
Registered Office
% Held
Simest S.p.A.
Rome
76.00
Quadrante S.p.A.
Rome
100.00
Sinloc S.p.A.
Turin
11.29
Istituto per il Credito Sportivo
Rome
2.21
F2i SGR S.p.A.
Milan
16.52
CDP Investimenti SGR S.p.A.
Rome
70.00
Fondo Italiano d’Investimento SGR S.p.A.
Milan
12.50
Europrogetti & Finanza S.p.A. in liquidazione
Rome
31.80
Inframed Infrastructure societè par actions simplifièe à capital variable (Inframed Fund)
Paris
38.92
Galaxy S.àr.l. SICAR
Luxembourg
40.00
2020 European Fund for Energy, Climate Change and Infrastructure SICAV-FIS Sa (Marguerite Luxembourg
Fund)
14.08
Other Equity Investments
European Energy Efficiency Fund SA, SICAV-SIF (EEEF Fund)
Luxembourg
A units
12.90
B units
2.04
F2i - Fondi Italiani per le Infrastrutture
Milan
A units
8.10
C units
0.04
Fondo Italiano d'Investimento
Milan
20.83
Fondo Investimenti per l'Abitare
Rome
49.31
F2i - Secondo Fondo Italiano per le Infrastrutture
Milan
13.25
Fondo Immobiliare di Lombardia - Comparto Uno (formerly Abitare Sociale 1)
Milan
6.11
PPP Italia
Turin
14.58
FIV Plus
Rome
100.00
FIV Extra
Rome
100.00
Source: Company Report (semi-annual report June 2014)
Company Management
Company Management
Current Title
Giovanni Gorno Tempini
CDP: Chief Executive Officer and Managing Director;
Fondo Strategico Italiano S.p.A.: Chairman;
CDP RETI: Administrator;
Collegio San Carlo (Milan): Board Member;
AIFI (Italian Private Equity and Venture Capital Association): Member of the General Council
of Private Equity;
Ca 'Foscari International College: Member of the Scientific Committee;
Ca 'Foscari Foundation: Member of the Strategic Board;
MP3 Observatory of Bocconi (PPP Monitor): Member of the Steering Committee;
SDA Bocconi School of Management’s MBA Program: Professor of Public-Private Partnership
Andrea Novelli
CDP: General Manager;
Snam S.p.A.: Member of the Board of Directors
As of 14 Oct 2014
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NOVEMBER 18, 2014
COMPANY PROFILE: CASSA DEPOSITI E PRESTITI S.P.A.
BANKING
Board of Directors
Affiliation
Franco Bassanini
CDP: Chairman of the Board of Directors;
Fimpa S.p.A. and Risberme S.p.A.: Director;
Astrid Servizi Srl: Director and Managing Director;
InfraMed Infrastructure Fund: Vice Chairman of the Investor Board;
Metroweb Italia S.p.A.: Chairman;
Metroweb S.p.A.: Member of the Board;
Societa’ Italiana Condotte per l’Acqua S.p.A.: President of the Supervisory Board;
2020 European Fund for Energy, Climate Change and Infrastructure SICAV-FIS SA
(Marguerite Fund): Member of the Supervisory Board;
European Long Term Investors Association: Vice Chairman
Giovanni Gorno Tempini
See above
Maria Cannata
CDP: Member of the Board of Directors;
MEF: General Director of the Public Debt Department;
Scuola Archeologica Italiana di Atene and ANAS S.p.A.: Board Member
Mario Nuzzo
CDP: Member of the Board of Directors;
Foundation of Cassa di Risparmio della Provincia di Teramo: Chairman;
Associazione Casse di Risparmio Italiane and Sinloc S.p.A.: Member of the Board of
Directors
Olga Cuccurullo
CDP: Member of the Board of Directors;
IPZS S.p.A., Fondazione Centro Sperimentale di Cinematografia and InvImIt SGR S.p.A.:
Board Member
Francesco Parlato
CDP: Member of the Board of Directors;
Finmeccanica S.p.A.: Member of the Board of Directors
Antimo Prosperi
CDP: Member of the Board of Directors;
MEF: Director General of Directorate VI, Financial Transactions – EU litigation, of the
Treasury Department;
Ferrovie dello Stato Italiane S.p.A., IPZS S.p.A., Concessionaria Servizi Informativi
Pubblici (CONSIP) S.p.A. and Investimenti Immobiliari Italiani Società di Gestione del
Risparmio (InvImIt SGR) S.p.A.: Member of the Board of Directors appointed by MEF
Alessandro Rivera
CDP: Member of the Board of Directors;
Poste Italiane S.p.A.: Member of the Board of Directors and Chairman of the
Compensation Committee;
STMicroelectronics: Member of the Board of Directors and Member of the Nominating
and Corporate Governance Committee and of the Compensation Committee
Marco Giovannini
CDP: Member of the Board of Directors;
CONFINDUSTRIA Alessandria, Guala Closures S.p.A., Guala Closures Mexico, Guala
Closures Brasil Ltda, Guala Closures Argentina SA, Guala Closures Bulgaria AD, Guala
Closures Tools AD and Pharma Trade Srl: President;
Solar Investment Group Srl, Goglio S.p.A., Mperience Srl, SWAN Srl, Guala Closures
International BV, Guala Closures India Pvt Ltd., Guala Closures UK Ltd., Guala Closures
New Zealand Ltd., Guala Closures China BV, Guala Closures Australia Holdings Pty Ltd.
And Beijing Guala Closures Ltd.: Member of the Board of Directors;
Consorzio Proplast within the Guala Closure Group: Member of the Board;
Guala Closures Ukraine LLC and Guala Closures North America Ltd.: Chairman of the
Board of Directors
Additional Directors
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NOVEMBER 18, 2014
Vincenzo La Via (General
Manager of the MEF)
CDP: Member of the Board of Directors;
MEF: Director General
Roberto Ferranti (Additional
Director on behalf of the
General Accountant of the
Republic of Italy)
CDP: Member of the Board of Directors;
Board of Statutory Accounts, Registro Italiano Navale, Agenzia Nazionale per la
Sicurezza del Volo and Agenzia delle Entrate: Chairman;
Federazione Italiana Nuoto: Member of the Supervisory Board
COMPANY PROFILE: CASSA DEPOSITI E PRESTITI S.P.A.
BANKING
Board of Directors
Affiliation
Piero Fassino
CDP: Member of the Board of Directors;
Turin: Mayor;
ANCI Piedmont, ANCI, Teatro Regio and Fondazione per la Cultura: Chairman;
Torino Città Capitale Europea: Honorary Chairman;
Associazione Torino Internazionale: Co-Chairman;
Foundation Venaria Reale and Foundation ISI: Advisor to the Board of Directors
Massimo Garavaglia
CDP: Member of the Board of Directors;
Lombardia Informatica S.p.A.: Chairman of the Supervisory Board
As of 2 July 2014
Supervisory Board appointed pursuant to Legislative Decree No. 231 of 8 June 2001 (Decree 231)
Giuseppe Cannizzaro
CDP: Chairman of the Supervisory Board
Vincenzo Tommaso Milanese
CDP: Member of the Supervisory Board
Vincenzo Malitesta
CDP: Member of the Supervisory Board
As of 19 May 2014
Board of Statutory Auditors
Affiliation
Angelo Provasoli
CDP: Chairman of Board of Statutory Auditors
Luciano Barsotti
CDP: Standing Auditor
Andrea Landi
CDP: Standing Auditor
Ines Russo
CDP: Standing Auditor
Giuseppe Vincenzo Suppa
CDP: Standing Auditor
Angela Salvini
CDP: Alternate Auditor
Giandomenico Genta
CDP: Alternate Auditor
As of 2 July 2014
Source: Company Report (base prospectus May 2014), Company data
Company History
CDP was established by the Italian government in 1850 to finance public-sector investments. In 1863,
CDP acquired similar institutions elsewhere in Italy, establishing a new business unit to grant loans to
Italian local governments to finance infrastructure projects and to provide financial support for debt
restructuring.
Since 1875, CDP has accepted retail savings deposits collected by the Post Italiane network. In 1928,
CDP’s role was extended to include the provision of finance to local public-sector organisations in
regions, provinces and municipalities.
In 1983, CDP was granted full organisational autonomy, and in 1993, it became a separate legal
entity.
In 2002, CDP established Infrastrutture S.p.A., a wholly owned subsidiary, to finance infrastructure
and other major public works-related projects in cooperation with the wider banking system. In 2003,
CDP became a joint-stock company with majority shares owned by the Italian state. As of 19 May
2014, the MEF owned an 80.1% stake in CDP.
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NOVEMBER 18, 2014
COMPANY PROFILE: CASSA DEPOSITI E PRESTITI S.P.A.
BANKING
In September 2005, CDP acquired a 29.99% share in Terna S.p.A., the parent company of Terna
Group. Terna S.p.A. transmits and distributes electricity throughout Italy. In 2009, CDP established
CDPI SGR in cooperation with Associazione delle Fondazioni bancarie e Casse di Risparmio S.p.A.
and the Italian Banking Association to support the Italian social housing sector. As of 30 June 2014,
CDP owned a 70.0% stake in CDPI SGR.
In August 2011, CDP established FSI, a holding company in which CDP Group held an 80% stake as
of 19 May 2014, with the aim of investing in companies that are strategically important for the Italian
economy. In December 2011, CDP acquired an 89% stake in Trans Austria Gasleitung GmbH, the
exclusive operator of the Austrian segment of the gas pipeline connecting Russia and Italy, through its
wholly owned subsidiary CDP GAS Srl.
In October 2012, CDP, through its wholly owned investment vehicle CDP RETI, acquired a stake of
30% plus one share of Snam S.p.A. from Eni S.p.A. for approximately €3.5 billion. In November
2012, CDP acquired a 100% stake in SACE S.p.A., a 100% stake in Fintecna S.p.A., and a 76% stake
in Simest S.p.A. from the MEF.
In July 2014, CDP signed an agreement to sell 35% of its stake in CDP RETI to State Grid
Corporation of China. The transaction is expected to be completed by the end of 2014.
In September 2014, an agreement was signed to transfer the stake held in Trans Austria Gasleitung
(TAG), through CDP’s wholly owned subsidiary CDP GAS, to Snam. The transfer operation will be
executed through a share capital increase of Snam, reserved in favor of CDP GAS, that will transfer, as
compensation, its holding in TAG.
Source: Company Reports (annual report Dec 2012, semi-annual report June 2014, base prospectus May 2014, financial statements
Dec 2011 and Dec 2010, group financial statements Dec 2010), Company data, Moody’s research
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COMPANY PROFILE: CASSA DEPOSITI E PRESTITI S.P.A.
BANKING
Peer Group
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Caisse Des Depots et Consignations
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Kreditanstalt fuer Wiederaufbau
Related Websites and Information Sources
For additional information, please see:
»
the company’s website: www.cdp.it
»
the regulator’s website: www.bancaditalia.it
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Moody’s Related Research
Credit Opinion:
»
Cassa Depositi e Prestiti S.p.A.
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this report and that more recent reports may be available. All research may not be available to all clients.
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NOVEMBER 18, 2014
COMPANY PROFILE: CASSA DEPOSITI E PRESTITI S.P.A.
BANKING
Report Number: 177444
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NOVEMBER 18, 2014
COMPANY PROFILE: CASSA DEPOSITI E PRESTITI S.P.A.