Trevi Fin Industriale

Capital/Financing Update • Jan 31, 2022

Informazione Regolamentata n. 0262-4-2022		Data/Ora Ricezione 31 Gennaio 2022 19:27:48	Euronext Milan
Societa'	:	TREVI GROUP
Identificativo Informazione Regolamentata	:	156957
Nome utilizzatore	:	TREVIN04 - Sala
Tipologia	:	REGEM
Data/Ora Ricezione	:	31 Gennaio 2022 19:27:48
Data/Ora Inizio Diffusione presunta	:	31 Gennaio 2022 19:27:49
Oggetto	:	PURSUANT TO ART. 114 OF THE LEGISLATIVE DECREE No. 58/98	INFORMATION REQUIRED BY CONSOB
Testo del comunicato

Vedi allegato.

INFORMATION REQUIRED BY CONSOB PURSUANT TO ART. 114 OF THE LEGISLATIVE DECREE No. 58/98

Cesena, January 31, 2022 – Trevi - Finanziaria Industriale S.p.A. ("Trevifin" or the "Company") as requested by Consob on December 10, 2018 pursuant to art. 114 of the Legislative Decree No. 58/98, ("TUF"), communicates, at the end of every month, the following updated information at the end of the previous month:

• a) the Company and the Group's net financial position, with separate disclosure of the short-term position and the medium/long-term position;
• b) the Company and the Group's overdue payables, analysed by nature (financial, commercial, tax, social security and employees) and any related creditors' reaction initiatives (payment reminders, injunctions, suspensions of supplies, etc.);
• c) the Company and the Group's main variations in the transactions with related parties compared to the approved last annual or semi-annual financial report pursuant to Art.154-ter of TUF;

Below, the information at December 31, 2021.

a) The Company and the Group Net Financial Position at December 31, 2021.

The Net Financial Position of the Company at December 31, 2021 amounts to Euro 115.2 million. Here below are reported both the Total financial position as per Consob n.5/21 of 29 april 2021, and the total net financial position of the Company.

	(In Thousands of Euro)
	Description	31/12/2021	30/06/2021	Variazioni
	A Cash	1.555	2.235	(680)
B	Cash equivalents	0	0	0
C	Other current financial assets	57.631	57.631	0
	D Cash and cash equivalents (A+B+C)	59.186	59.866	(680)
E	Current financial liabiltiies	115.815	110.641	5.174
F	portion of non-current financial liabilities)	2.638	2.487	151
G	current financial debt (E+F)	118.453	113.128	5.325
H	Net current financial position (G-D)	59.267	53.262	6.005
I	Non-current financial liabiltiies	15.964	17.502	(1.538)
J	Debt instruments issued	50.000	50.000	0
	K Trade payables and other non-current liabilities	0	0	0
L	Non-current financial debt (I+J+K)	65.964	67.502	(1.538)
M	Total financial position (H+L) (as per Consob n.5/21 of 29 aprile 2021)	125.231	120.764	4.467

Under the agreements reached with MEIL to which the Oil & Gas Division was sold on 31 March 2020, in the first days of April 2020 the Parent Trevifin provided a loan of Euro 10 million to MEIL Global Holdings BV, with three-year bullet repayment. Therefore this loan, starting from 01/04/2022, will be classified in the current financial assets. Here below the representation that includes this amount.

M	Total financial position (H+L) (as per Consob n.5/21 of 29 aprile 2021)	125.231	120.764	4.467
	N Other non current financial assets	10.000	9.967	33
O	Total Net financial position (M-N)	115.231	110.797	4.434

The Group Net Financial Postition at December 31, 2021 amounts to Euro 253.5 million. Here below are reported both the Total financial position as per Consob n.5/21 of 29 april 2021, and the total net financial position of the Group.

	(In Thousands of Euro)
	Description	31/12/2021	30/06/2021	Variazioni
	A Cash	83.343	75.367	7.976
B	Cash equivalents	2.529	2.478	51
C	Other current financial assets	1.347	1.349	(2)
	D Cash and cash equivalents (A+B+C)	87.219	79.194	8.025
E	Current financial liabiltiies	253.234	250.890	2.344
F	portion of non-current financial liabilities	15.388	16.541	(1.153)
G	current financial debt (E+F)	268.622	267.431	1.191
H	Net current financial position (G-D)	181.403	188.237	(6.834)
I	Non-current financial liabiltiies	32.064	34.928	(2.864)
J	Debt instruments issued	50.000	50.000	0
	K Trade payables and other non-current liabilities	0	0	0
L	Non-current financial debt (I+J+K)	82.064	84.928	(2.864)
M	Total financial position (H+L) (as per Consob n.5/21 of 29 april 2021)	263.467	273.165	(9.698)

Under the agreements reached with MEIL to which the Oil & Gas Division was sold on 31 March 2020, in the first days of April 2020 the Trevi Group provided a loan of Euro 10 million to MEIL Global Holdings BV, with three-year bullet repayment. Therefore this loan, starting from 01/04/2022, will be classified in the current financial assets. Here below the representation that includes this amount.

M	Total financial position (H+L) (as per Consob n.5/21 of 29 aprile 2021)	263.467	273.165	(9.698)
	N Other non current financial assets	10.000	10.147	(147)
O	Total Net financial position (M-N)	253.467	263.018	(9.551)

Please note that the net financial position of the Company and Group have been not yet audited by the Auditors in the contest of the 2021 annual financial report.

The main changes in the Group Net Financial Position as of December 31, 2021 compared to June 30, 2021 are due to the flow generated by operating activities for the payment of trade payables to suppliers of goods and services, for the collection of trade receivables and for the payment of financial payables to leasing companies. The cash increase is of about 8 Euro million. The increase of current loans and other current financial liabilities is of about 2.3 Euro million.

The Net Financial Position of the financial statements of the Company at June 30, 2021 and December 31, 2021 includes the partial write-down of intercompany financial receivables; this effect does not generate any impact in the consolidated Net Financial Position.

It should be noted that:

• during 2020, the Company has completed the capital strengthening along with the restructuring of the financial debt under the agreement ex article 182 bis IBL signed with the main financing banks of the Group on August 5, 2019 (the "Restructuring Agreement") and approved by decree of the Court of Appeal of Bologna on January 10, 2020. In the context of the overall financial measures, according to the Restructuring Agreement, the financial indebtedness of the Company, as well as of the subsidiaries of Trevi S.p.A. and Soilmec S.p.A., has been consolidated and rescheduled for the majority until December 31, 2024 and the interest rate applicable to the same has been reduced;
• on January 31, 2021, the Company informed the market that, on the basis of the preliminary information available at that date in relation to management performance in year 2020, strongly influenced by the negative effects caused globally by the spread of the Covid-19 pandemic, affected the Group's activity, in order to deal with the foreseeable failure to comply with one of the financial covenants provided for under the Restructuring Agreement in particular the ratio of net financial debt to consolidated recurring EBITDA;
• on February 24, 2021, Trevifin informed the market about the start of interlocutions with banks adherents to the Restructuring Agreement identifying the necessary changes to existing agreements to cope with the foreseeable failure to comply with one of the financial covenants provided for under the Restructuring Agreement on the occasion of the next approval of the consolidated financial statements for the year 2020. Furthermore, on the basis of preliminary information on the Company's performance in the financial year ended at December 31, 2020, and further analyses currently underway on the Company's prospects in the current market context, which is strongly influenced by the effects caused globally by the spread of the Covid-19 pandemic, there appears to be a general slowdown in the achievement of the objectives identified in the 2018-2022 business plan, which at present do not seem to be entirely achievable within the timeframe considered;
• on April 23, 2021, the Board of Directors approved the updated business plan 2021-2024 taking into consideration the slowdown in the financial year ended at December 31,2020 and Trevi Group's prospects in the current market context, which is strongly influenced by the effects caused globally by the spread of the Covid-19 pandemic (the "Updated Business Plan"). The business plan has been revised both in the quantitative objectives and in its time projection, until the year 2024, in accordance with the original strategic lines and confirming the achievement of the initial recovery goals, though a longer period of time compared to the original forecasts;
• on July 14, 2021, The Board of Directors of the Company approved a moratorium agreement and standstill ("Standstill Agreement"), at the end of the negotiation process with banks. The Standstill Agreement signed on 05 August 2021, provides the suspension until December, 31 2021, of some of the original Restructuring Agreement obligations, including the obligations to meet the financial covenants on the next test dates and the obligation to repay certain instalments debts falling due the relevant period.

The Standstill Agreement also regulates new utilizations during this period of existing bonding facilities, in order to support the business through the acquisition of new contracts and the continuation of existing ones in line with the provisions of the updated business plan. According to the Standstill Agreement, the updated business plan has been subject to an independent business review by a primary advisor;

• on 22 December 2021, in the context of the above mentioned discussions, the guidelines of a possible new financial restructuring proposal were illustrated to the Group's financing banks, which include, among the other things (i) a capital strengthening to be implemented through a cash capital increase of Euro 20 million and a debt-to-equity swap of Euro 60 million of bank debt, (ii) the rescheduling of medium/long-term credit lines until 2026, with modification of the relevant financial covenants, and (iii) the extension to 2026 of the maturity of the 2021-2024 so-called minibond. Together with the financial restructuring proposal, a request was submitted to the financing banks in order to extend from 31 December 2021 to 30 April 2022, the duration of the Standstill Agreement. The Company intends to continue the discussions with the financing banks and the main shareholders, with the intention of defining a financial restructuring proposal shared by all stakeholders and consistent with the strategic plan objectives defined by the management. The contents of such proposal, once agreed, will be promptly disclosed to the market.

It should also be noted that, the accounting standard IFRS 9 has been applied on the residual portion of the financial indebtedness following the capital increase implemented on May 2020 through the debt-to-equity swap of banks' financial credits for a total amount of Euro 284,1 million, as well as following the repayment provided by the financial restructuring plan. In such respect, it should be noted that, following the failure to comply with the financial covenants provided under the Restructuring Agreement at December 31, 2020, in accordance with IFRS9, bank debts covered by the agreement have been represented in the Net Financial Position with a short term maturity, while the original deadline December 31, 2024 remains unvaried.

b) The following are the Company and the Group's overdue payables analysed by nature (financial, commercial, tax, social security and employees) and any related creditors' reaction initiatives (payment reminders, injunctions, suspensions of supplies, etc.).

	Trevi Finanziaria Industriale S.p.A.	Trevi Group
in thousands of Euro	31/12/2021	31/12/2021
Financial liabilities	-	20.447
Trade payables	4.739	36.771
Tax liabilities		41
Social security liabilities
Payables to employees
Total overdue liabilities	4.739	57.259

As of December 31, 2021 the creditors reaction can be summarized as follow:

• in relation to the Company, there are no situations of shortage of supplies; some reminders have been received from suppliers in relation to commercial relationships. The aggregate value of these positions is approximately Euro 0.6 million and have been settled;
• in relation to the Trevi Group, there are no situations of shortage of supplies; some reminders and injunctions have been received from suppliers in relation to commercial relationships. The aggregate value of these positions is approximately Euro 1.4 million, of which approximately Euro 0.6 million have been settled and approximately Euro 0.8 million for which the defintion is ongoing.

The following are the main variations occurred among the Company and the Group related parties with respect to the last annual financial report:

Trevi-Finanziaria Industriale S.p.A.:

(In thousands of Euro)

Non-current/current financial receivables from subsidiaries	31/12/2021	30/06/2021	Variation
Trevi S.p.A.	17.383	17.383	(0)
Soilmec S.p.A.	40.248	38.548	1.700
Other	0	1.700	(1.700)
TOTAL	57.631	57.631	(0)
Non-curren/current t financial payables from subsidiaries	31/12/2021	30/06/2021	Variation
Trevi S.p.A.	0	0	0
Altri	4.238	4.039	199
TOTALE	4.238	4.039	199
Current trade receivables from subsidiaries	31/12/2021	30/06/2021	Variation
Trevi S.p.A.	19.011	20.003	(992)
Soilmec S.p.A.	12.898	15.118	(2.220)
Other	17.165	17.064	101
TOTAL	49.074	52.185	(3.111)
Current trade payables to subsidiaries	31/12/2021	30/06/2021	Variation
Trevi S.p.A.	9.836	9.673	164
Soilmec S.p.A.	6.260	6.713	(453)
Other	4.752	5.060	(308)
TOTAL	20.848	21.446	(598)
Revenues from sales and services	31/12/2021	30/06/2021	Variation
Trevi S.p.A.	4.508	1.825	2.684
Soilmec S.p.A.	3.285	1.420	1.865
Other	3.853	1.584	2.269
TOTAL	11.646	4.829	6.817
Consumption of raw materials and external services	31/12/2021	30/06/2021	Variation
Trevi S.p.A.	174	104	71
Soilmec S.p.A.	8	16	(9)
Other	120	0	120
TOTAL	302	120	182
Financial income	31/12/2021	30/06/2021	Variation
Trevi S.p.A.	370	184	187
Soilmec S.p.A.	911	446	465
Other	61	36	25
TOTAL	1.342	665	676

Trevi Group

(In thousands of Euro)

Non-current/current financial receivables	31/12/2021	30/06/2021	Variation
Porto Messina S.c.a.r.l.	715	716	(1)
Pescara Park S.r.l.	632	632	0
Other	0	0	0
TOTAL	1.347	1.348	(1)

Trade receivables and other current assets	31/12/2021	30/06/2021	Variation
Parcheggi S.p.A.	3	79	(77)
Sofitre S.r.l.	0	1.001	(1.001)
Other	0	0	0
Sub-total	3	1.080	(1.078)
Porto di Messina S.c.a.r.l.	810	810	0
Nuova Darsena S.c.a.r.l.	1.651	1.573	78
Trevi S.G.F. Inc. per Napoli	1.861	1.861	0
Trevi Nicholson JV	0	51	(51)
Sep Sefi Trevi	2.551	3.213	(661)
Other	225	216	9
Sub-total	7.099	7.724	(625)
TOTAL	7.101	8.804	(1.703)

Trade payables and other current liabilities	31/12/2021	30/06/2021	Variation
I.F.C. L.dt	173	156	17
Sofitre S.r.l.	0	208	(208)
Sub-totale	173	364	(191)
Nuova Darsena S.c.a.r.l.	0	0	0
Porto di Messina S.c.a.r.l.	228	236	(8)
Trevi S.G.F. Inc. per Napoli	44	44	0
Sep Sefi Trevi	0	0	0
Other	140	140	0
Sub-total	413	420	(7)
TOTAL	585	784	(199)

Revenues from sales and services	31/12/2021	30/06/2021	Variation
I.F.C. S.r.l	0	0	0
Parcheggi S.p.A.	126	46	80
Sub-total	126	46	80
Sep Sefi-Trevi	0	0	0
Trevi Nicholson JV	2.350	2.208	142
Other	537	288	249
Sub-totale	2.889	2.496	393
TOTAL	3.015	2.542	473
Consumption of raw materials and external services	31/12/2021	30/06/2021	Variation
Porto di Messina S.c.a.r.l.	0	0	0
Nuova Darsena S.c.a.r.l.	0	0	0
Other	114	54	60
TOTAL	123	54	69

Please note that the relations with the Company and the Group related parties have been not yet audited by the Auditors in the contest of the 2021 annual financial report.

The C.F.O., Massimo Sala, in his position as the Director responsible for drawing up the Company's accounting statements, hereby declares, pursuant to Article 154-bis, paragraph 2 of the TUF, that the information contained in this press release accurately represents the figures contained in the Company's accounting records.

This press release contains forward-looking statements. These statements are based on the current estimates and projections of the Group, relating to future events and, by their nature, are subject to an intrinsic component of risk and uncertainty. Actual results may differ materially from those contained in such statements due to a variety of factors, including continued volatility and further deterioration of capital and financial markets, changes in macroeconomic conditions and economic growth and other changes in business conditions, in addition to other factors, the majority of which is beyond the control of the Group.

About Trevi Group:

Trevi Group is a worldwide leader in the field of soil engineering (special foundations, soil consolidation, recovery of polluted sites), in the design and marketing of specialized technologies in the sector and in the construction of automated, underground and multi-storey car parks. The Group was established in Cesena in 1957; it has around 70 companies and, with its dealers and distributors, is present in 90 countries. Internationalization, integration and the continuous exchange between its two divisions are among the reasons for the success of the Trevi Group: Trevi, which carries out special foundations and soil consolidation works for large infrastructure projects (subways, dams, ports and docks, bridges, railway and highway lines, industrial and civil buildings) and Soilmec, which designs, manufactures and markets machinery, systems and services for underground engineering.

The parent company (Trevi – Finanziaria Industriale S.p.A.) has been listed on the Milan stock exchange since July 1999.

For further information:

Investor Relations: Massimo Sala - e-mail: investorrelations@trevifin.com

Group Communications Office: Franco Cicognani - e-mail: fcicognani@trevifin.com - T. +39 0547 319503

Press Office: Mailander Srl - T. +39 011 5527311

Carlo Dotta – T. +39 3332306748 - c.dotta@mailander.it

Giovanni Santonastaso - T. +39 3480383798 – g.santonastaso@mailander.it

Federico Unnia - T. +39 3357032646 – federico.unnia@libero.it