Obligation Astaldini 4.5% ( XS0881814411 ) en EUR

Astaldini

100 % ▼

Italie

XS0881814411 ( en EUR )

4.5% par an ( paiement annuel )

31/01/2019 - Obligation échue

Prospectus brochure de l'obligation Astaldi XS0881814411 en EUR 4.5%, échue

100 000 EUR

130 000 000 EUR

Astaldi était une entreprise italienne de construction et d'ingénierie, déclarée en faillite en 2018.

L'Obligation émise par Astaldini ( Italie ) , en EUR, avec le code ISIN XS0881814411, paye un coupon de 4.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 31/01/2019

Astaldi S.p.A.
(incorporated with limited liability under the laws of the Republic of Italy)
130,000,000 4.50 per cent. Equity Linked Notes due 31 January 2019
The issue price of the 130,000,000 4.50 per cent. Equity Linked Notes due 31 January 2019 (the "Notes") of
Astaldi S.p.A. (the "Issuer" or "Astaldi") is 100 per cent. of their principal amount.
Unless previously redeemed or purchased and cancelled as provided under the terms and conditions of the Notes
("Conditions"), the Notes will be redeemed at their principal amount on 31 January 2019 ("Maturity Date").
With effect from 31 January 2014 (the "Period Start Date") until the earlier of the date of redemption of a Note
and the Maturity Date, the holders of the Note ("Noteholders") may exercise their conversion right and receive,
at the option of the Issuer upon conversion of their Notes, new and/or existing ordinary shares of the Issuer, cash
or a mix of cash and new and/or existing ordinary shares of the Issuer - See "Terms and conditions of the Notes
- Settlement and Conversion" and "Terms and conditions of the Notes - Alternative Set lement Decision".
The Notes will bear interest from 31 January 2013 at the rate of 4.50 per cent. per annum payable semi-annual y
in arrear on 31 January and 31 July of each year commencing on 31 July 2013. Payments on the Notes will be
made in Euros without deduction for or on account of taxes imposed or levied by the Republic of Italy to the
extent described under "Terms and Conditions of the Notes -- Taxation".
The Issuer may, at its option, redeem al , but not some only, of the Notes at any time at their principal amount
together with accrued interest, in the event of certain tax changes as described under "Terms and Conditions -
Redemption and Purchase - Redemption for tax reasons" as well as in certain other circumstances (see "Terms
and Conditions- Redemption and Purchase").
Application has been made to admit the Notes to the official list of the Luxembourg Stock Exchange (the
"Luxembourg Stock Exchange") and for the Notes to be admitted to trading on the Luxembourg Stock
Exchange's Euro MTF Market (the "Euro MTF Market").
The Notes are in bearer form in principal amounts of 100,000 and are initial y represented by a global
certificate (the "Global Certificate"), without interest coupons, which has been deposited on the Closing Date
with a common depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société
anonyme ("Clearstream, Luxembourg"). Interests in the Global Certificate will be exchangeable for definitive
bearer Notes only in certain limited circumstances - see "Summary of Provisions relating to the Notes while
represented by the Global Certificate".
An investment in the Notes involves certain risks. For a discussion of these risks, see "Risk Factors" on
page 1.
The date of this Offering Circular is 31 May 2013

This Offering Circular comprises a prospectus for the purposes of the Luxembourg Act dated 10 July 2005. It
does not constitute a prospectus for the purposes of Article 3 of Directive 2003/71/EC, as amended (the
"Prospectus Directive").
This Offering Circular may only be used for the purpose for which it has been published.
To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the
information contained in this Offering Circular is in accordance with the facts and does not omit anything likely
to affect the import of such information.
This Offering Circular is to be read in conjunction with al documents which are deemed to be incorporated
herein by reference (see "Documents Incorporated by Reference"). This Offering Circular should be read and
construed on the basis that such documents are incorporated and form part of the Offering Circular.
The Issuer has not authorized the making or provision of any information or representation regarding the Issuer,
the Group, the Notes or the Ordinary Shares that is not contained in or not consistent with this Offering Circular
and, if given or made, such information or representation must not be relied upon as having been authorised by
the Issuer or any other person.
This Offering Circular (a) is not intended to provide the basis of any credit or other evaluation or (b) should be
considered as a recommendation by the Issuer or any other person that any recipient of this Offering Circular
should purchase any Notes. Each investor contemplating purchasing any Notes should make its own
independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of
the Issuer. This Offering Circular does not constitute an offer or invitation by or on behalf of the Issuer to any
person to subscribe for or to purchase any Notes or the Ordinary Shares.
Neither the delivery of this Offering Circular nor the offering, sale or delivery of the Notes shall in any
circumstances imply that the information contained herein concerning the Issuer is correct at any time
subsequent to the date hereof, or constitute any representation that there has been no adverse change, or any
event reasonably likely to involve any adverse change, in the affairs or condition (financial or otherwise) of the
Issuer since the date of this Offering Circular.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended,
(the Securities Act) and are subject to U.S. tax law requirements. The distribution of this Offering Circular and
the offer or sale of Notes may be restricted by law in certain jurisdictions. Persons into whose possession this
Offering Circular or any Notes may come must inform themselves about, and observe, any such restrictions on
the distribution of this Offering Circular and the offering and sale of Notes. For a description of certain of these
restrictions, see "Subscription and Sale".

i

CERTAIN DEFINED TERMS

References to the "Issuer" are to Astaldi S.p.A.; references to the "Group" are to the Issuer and its consolidated
subsidiaries.
References to "Italy" are to the Republic of Italy; references to "EUR", "" or "Euro" are to the single currency
introduced at the start of the third stage of the European Economic and Monetary Union pursuant to the Treaty
establishing the European Community, as amended and references to "USD", "U.S. dollars" or "US$" are to the
lawful currency of the United States.
Except where indicated, references to "IFRS" in this Offering Circular are to International Financial Reporting
Standards as adopted by the European Commission for use by companies listed on markets in the European
Union (see "Summary Financial Information Relating to the Group").

ii

INFORMATION FROM PUBLIC SOURCES
Certain information included in the sections "Risk Factors" and "Business of the Group" derives from
information and data publicly released by official sources and other sources that are believed to be reliable.
Astaldi has not independently verified such information, does not guarantee their accuracy and completeness
and accepts no responsibility in respect of such information, other than that this information has been accurately
reproduced and that, accordingly, as far as Astaldi is aware and is able to ascertain from information published,
no facts have been omit ed that would render the reproduced information inaccurate or misleading.
iii

TABLE OF CONTENTS
CERTAIN DEFINED TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II
INFORMATION FROM PUBLIC SOURCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
TERMS AND CONDITIONS OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE REPRESENTED BY THE GLOBAL
CERTIFICATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
BUSINESS OF THE GROUP. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
THE ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
SUMMARY CONSOLIDATED FINANCIAL INFORMATION RELATING TO THE GROUP . . . . . . . . . . 78
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
DESCRIPTION OF THE ORDINARY SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100

iv

RISK FACTORS
Investing in the Notes involves risks. Prospective investors should carefully consider the risks described below
before making an investment decision. The occurrence of any of these risks could have a material adverse ef ect
on the Issuer's or the Group's business, financial condition or results of operations. Moreover, if any of these
risks occur, the market value of the Notes and the likelihood that the Issuer will be in a position to fulfil the
payment obligations under the Notes may decrease, in which case the holders of the Notes may lose all or part
of their investment. The risks and uncertainties described below and elsewhere in this Offering Circular are not
the only ones facing the Group. Additional risks and uncertainties which are not currently known to the Issuer,
or that the Issuer currently believes are immaterial, may also impair the business operations of the Issuer or the
Group and have a material adverse effect on their business, financial condition or results of operations. The
sequence in which the risk factors are presented below is not indicative of their likelihood of occurrence or the
scope of their financial consequences on the business, financial condition or results of operations of the Issuer
or the Group. Capitalised terms used under the caption "Risk Factors relating to the Notes" but not previously
defined have the meanings assigned to them in "Terms and Conditions of the Notes".
Risk Factors Relating to the Issuer and the Group
The global economic downturn may cause the Group's customers to cancel, postpone or scale back existing
or future projects
Although Astaldi has diversified its client portfolio, expanding more recently its business in the private sector as
well as opening to new markets which have not suffered as much the global downturn, the majority of the
Group's revenues is derived from public and regulated sectors which are currently affected by the global current
economic downturn. Notwithstanding such sectors typically have a more flexible response to the immediate
effects of the downturn, a persistent or harsher global economic crisis may result in governments facing
significantly reduced tax revenue and budget deficits, which could prevent them from funding capital
investment and asset maintenance projects. Moreover, governments or local public authorities may call off or
vary projects not already contracted, or exercise their right to terminate contracts or vary their terms in order to
reduce costs. The global economic downturn has also caused a credit crunch and some customers of the Group
may require large liquidity in order to fund the commencement, continuation and/or expansion of capital
investment and asset maintenance projects, including those that are served by the Group's operations.
Therefore, some of the Group's customers may choose to call off, postpone or scale back their capital
investment, which would impact the Group's existing and future backlog. Furthermore, should there be any
further downturn or if current economic conditions do not improve, the Group may experience difficulties to
finance private-public partnerships ("PPPs") or other infrastructure projects. Such actions and events may have
a material adverse effect on the Issuer's and the Group's business, financial condition and results of operations.
The sectors in which the Issuer and the Group operate are dependent on the investment policies of public
commitments
The core businesses of the Group are dependent on the governments' and local public authorities' policies with
regard to investment in transport, civil and social infrastructures through direct contracts, joint ventures and
PPPs. A substantial part of the Group's revenue is typically derived from contracts with public sector customers
and in order to counterbalance this risk, Astaldi has diversified its client portfolio increasing more contracts
with private clients. Even so, the governments and local public authorities of the countries where the Group
operates may decide in the future to change certain of their policies and programmes, including reducing
present or future investment transport infrastructure or other areas in which the Group would expect to compete
for work. Said governments and authorities could also change their procurement methodologies, which could
have an adverse impact on the Group, if the new methodologies entail additional commercial risks or involve
reduced margins. Accordingly, if there are changes in governmental policies, programmes or procurement
methodologies, the Group may be unable to maintain the level of its backlog or the profitability thereto with a
potential material adverse effect on the Issuer's and the Group's business, financial condition and results of
operations.
The Group operates in various international markets which may have inherent risks
As of 31 December 2012 the Group generated 60.7% of its operating revenues from activities conducted outside
Italy. In particular, the Group is active in Europe (including Turkey), the Americas (North, South and Latin
America), the Maghreb (Algeria) and Middle-East, which at the same date accounted, respectively, for 33.9%,
15.3%, 8.1% and 3.4% of the total operating revenues of the Group. Operating in such markets include political
risks relating to governmental actions or policies, such as embargoes or the seizure of assets or bank accounts,
1

or to riots, terrorism and armed conflicts; social risks, such as strike action or civil disturbances; economic and
financial risks arising from currency devaluation, currency shortages or payment default. Even though the
Group has in place a policy on risk management, the occurrence of any of the foregoing circumstances, could
have a material adverse effect on the Issuer's and the Group's business, financial condition and results of
operations.
The Group is exposed to the risks associated to legal proceedings
Due to the nature of its business, the Issuer and its subsidiaries are involved in a number of legal, regulatory and
arbitration proceedings involving claims by and against them arising out of the ordinary course of their
business. While it is not feasible to predict or determine the ultimate outcome of these proceedings, whenever
there are circumstances that give rise to well-founded expectations by third parties that the Issuer or its
subsidiaries are responsible for or have to take on responsibility vis-à-vis the fulfilment of any obligation, the
Group has made consistent allocations to risk provisions, recognized in liabilities in the Group's financial
statements. However, the Group bases its estimates on the effect of the outcome of litigation on expectations,
beliefs and assumptions on future developments that are subject to inherent uncertainties. Accordingly, in the
event that the provisions relating to litigation are insufficient, any losses or expenditures deriving from such
limited coverage could have a material adverse effect on the Issuer's and the Group's business, financial
condition and results of operations.
The Group faces risks deriving from the estimates on timing and costs made when bidding on contracts
A substantial part of the Group's activities is carried out on the basis of contracts that involve payment
determined at the date in which the contract is awarded. Therefore, success of the Group will depend on
identifying key issues and risks with respect to potential projects and ensuring that the contractual arrangements
in relation to each project adequately safeguard the Group against such risks (such as pricing, availability of raw
materials and labour costs). All prospective acquisitions and bids undergo a risk classification procedure. Al
bids are assessed by a Proposal Review Committee made up of competent specialists. Risk managers watch
over projects from bid preparation through contract award to handover to the client. Risk is fairly distributed
among the contract parties. Projects are not approved until there are binding offers from subcontractors for key
trades and materials. Escalator clauses can be used to reduce the risk of price increases. This approach supports
the Group in its aim to further reduce risk in the construction business through partnership-based contracting
models. Nevertheless, unanticipated increases in costs in relation to these and other areas may reduce profit
margins to the extent that such increases cannot be passed on to customers or along the supply chain. The
contracts agreed by the Group usual y also involve delivery in accordance with specified milestones on agreed
delivery dates and payment of penalties in case of delay (usual y calculated on the basis of the number of days
of delay). In connection with its investment in PPP concessions, the Group may be exposed, to the extent not
mitigated by specific instruments, to the risk that inflation will reduce its profitability in circumstances where
the Group's on-going costs increase by inflation beyond that by which revenue increases. If the risk
management strategies employed by the Group fail to identify key risks or accurately estimate costs and
timetables, or do not adapt quickly enough to new risks or other changes in the market, this could have a
material adverse effect on the Issuer's and the Group's business, financial condition and results of operations.
The Group is exposed to risks connected to the quantification and cashing of claims
Frequently the Group incurs costs higher than expected, attributable, directly or indirectly, to its clients. In such
cases, the Group issues claims seeking the payment by the client of the higher costs, in addition to the payments
already due under the relevant contracts. The recognition, quantification and cashing of such claims generally
requires the Group to follow elaborate procedures and often recourse to court of law or arbitration proceedings.
Although the management of the Issuer believes that the procedures in place can effectively manage present and
future claims, in the event such claims be granted for amounts substantial y lower than those expected by the
Issuer, there could be a potential material adverse effect on the Issuer's and the Group's business, financial
condition and results of operations.
The Group operates through consortium, joint ventures and minority partnerships which exposes it to
liability based on acts or omissions of its partners
The Group carries a majority of its activities through partnerships with other primary operators, through
consortium, joint ventures and partnership companies. These partnership structures may potentially expose the
Group to the risk related to the performance of the other partners. Further, the Group may be dependent on the
expertise of such partners in assessing certain of the costs of the contract. In the event that such partners are
2

unable to perform as required or provide the expected expertise, the Group may be unable to perform their
obligations under the contract or may be subject to unexpected increased costs. Further, any disagreements
between the Group and its third-party partners with regard to the terms or procedures or management of any
project may impede the Group's ability to complete the development of certain projects on time.
In addition, the Group may be jointly and severally liable for the acts or omissions of their partners. Therefore,
non-fulfilment by the other partners could result in non-collection of amounts owed, in the Group having to find
a replacement or undertaking the task itself, which could result in time delays and additional costs, or in the
Group being called to satisfy requests of fulfilment or of compensation, which could have a material adverse
effect on the Issuer's and the Group's business, financial condition and results of operations.
The Group is exposed to risks connected to the carrying out of the works through sub-contractors and
suppliers
The Group participates in projects as general contractor or subcontractor, either as a member of a consortium,
joint venture or other form of group participation. As a consequence, the Group depends upon the continued
availability and satisfactory performance of third parties, including subcontractors and suppliers, for many
aspects of the works delivered. Although contracts with sub-contractors and suppliers usually provide for
indemnification if such parties were not to perform their obligations satisfactorily, such indemnification may
not cover the financial losses in attempting to fulfil the contract. Therefore, if subcontractors or suppliers of the
Group underperform or fail to perform their obligations under a contract, the Group could be financial y
responsible, with a potential material adverse effect on the Issuer's and the Group's business, financial
condition and results of operations.
Additionally, when the Group serves as a subcontractor on a project it is dependent on the effective
performance of the relevant contractor for whom it works. If a contractor fails to adequately manage projects,
the Group may be unable to perform its duties in relation to the project. Further, if a contractor fails to secure
payment from a customer for amounts due in connection with a project, the Group may experience a delay in
receiving payment for work it has completed. Therefore, ineffective management of a project by a contractor for
whom the Group is carrying out work could have a material adverse effect on the Issuer's and the Group's
business, financial condition and results of operations.
The Group faces risk related to the trends in the price of raw materials
The fluctuation, which in some cases may be considerable, in the price of some raw materials may entail an
increase in the costs of production. Even though the Group tends to neutralize such fluctuations through
diversified procurement policies, framework agreements with strategic suppliers, contractual price review
clauses and the use of ad hoc action by local governments, the possible occurrence of such fluctuations could
have a material adverse effect on the Issuer's and the Group's business, financial condition and results of
operations.
The Group is exposed to potential liabilities and reputational risks deriving from failures of its health safety
and environmental policies
The Group is involved in significant and complex construction projects which require the continuous
monitoring and management of health, safety and environmental risks. While the Group has adopted strict
health, safety and environmental policies and procedures in order to minimize such risks, there can be no
assurance that a failure in such policies and procedures will not occur. Any failure in health and safety practices
or environmental risk management procedures that results in serious harm to employees, subcontractors, the
public or the environment could subject the Group to investigations, prosecutions and/or civil litigation, each of
which could be costly for the business in terms of fines, settlements and management time. Such a failure could
also subject the Group to adverse publicity and have an impact on its reputation and its ability to win new
business, with a potential material adverse effect on the Issuer's and the Group's business, financial condition
and results of operations.
The Group faces liability and reputational risks in case of accidents in relation to its projects
The Group provides professional design and construction services for complex works. If a catastrophic event,
such as the collapse of a bridge, tunnel or building or a derailment, occurred at one of the projects in relation to
which the Group has provided professional design, construction or engineering services, the Group may be held
liable if such an event is found to be caused by professional negligence. Such liability may be increased if the
event would result in the personal injury or death of one or more employees of the Group, employees of other
3

subcontractors working on the project or members of the public, or in environmental harm, and/or extensive
damage to third party property. Such incidents could subject the Group to claims for personal injury, wrongful
death, property damage or claims by customers, subcontractors, governments, employees or members of the
public, which could lead to the payment of extensive damages, and result in significant adverse publicity and
reputational harm. Liability and the adverse publicity thereto could lead to a loss of business and could have a
material adverse effect on the Issuer's and the Group's business, financial condition and results of operations.
The Group is exposed to risks stemming from a limited number of customers
Each year a significant portion of the Group's operating revenue is generated from contracts with a limited
number of clients. In particular, for the year ended 31 December 2012, approximately 60% of the Group's
revenues were generated from its first ten clients. Although such concentration of clients like governments and
public entities is customary in the industry in which the Group operates, any changes in infrastructure
investment policies or the allocation of resources set aside by main customers could have an adverse effect on
the Issuer's and/or Group's financial condition or results of operations.
Additionally, the Group may either be contractually required to, or the management of the Issuer decide to,
accommodate requests of customers to cancel, delay or adjust the scope of any given project. To the extent that
such cancellation, delay or adjustment regards one or more large projects, this could have an adverse effect on
the Issuer's and/or Group's financial condition or results of operations.
The Group may suffer uninsured losses or material losses in excess of insurance coverage
Even though the Group has an insurance cover which it believes is adequate for its business, the scope of the
insurance policy coverage may be insufficient to cover all the risks which may from time to time arise. Further,
it is possible for claims to fall outside the scope of the coverage, exceed the monetary limit of the relevant
policy, for the underwriters to fail, or for coverage to be vitiated, in any case leaving the Group exposed to a
portion or even the entirety of the relevant claim. In any of these circumstances where the Group faces liabilities
not covered by insurance, such liabilities may have an adverse effect on the Issuer's and/or the Group's cash
flow or profitability.
The Group operates in mature industries that are experiencing heightened competition and consolidation. As
a result the Group may experience significant pricing pressure
The Group operates in highly competitive markets. The principal factors affecting competition in the relevant
industries include product reliability, technological proficiency, ease of system configuration, applications
expertise, adoption of international standards, engineering support and local presence and price. The Group
successfully competes relying on technical and project management expertise, competitive pricing, availability
of raw materials and labour as well as on reputation. Nevertheless, in response to the recent economic
downturn, there has been a significant reduction in privately-funded work being commissioned, and
consequently a number of the Group's competitors are turning to public sector work to try to improve their
backlog. In these increasingly competitive markets, If the Group's competitors were to offer more favourable
pricing, payment or other contractual terms, warranties or functionality which the Group do not currently
provide, the Group might need to lower prices or offer other favourable terms in order to compete successfully,
which could have a material adverse effect on the Issuer's and the Group's business, financial condition and
results of operations.
The Group is subject to the covenants deriving from committed loans
As of 31 December 2012, the Group has taken out commit ed loans with several credit institutions for an
outstanding approximate amount of EUR 800 million. Please see "Business of the Group Material Loans".
Non-compliance with the above mentioned covenants, if not recovered within the grace period specified within
the agreements, may entail the termination of the relevant loan and therefore the acceleration, by the financing
banks, of loan repayments. The occurrence of such event could have adverse effects on the economic and
financial situation of the Issuer and/or the Group. In addition, the need to maintain within certain limits the ratio
between net financial position and Group equity and the ratio between net financial position and EBITDA,
could limit the possibility to execute certain activities or investments without the prior approval of the banks
(such approval cannot be unreasonably withheld), causing the loss of business or investment opportunities for
the Issuer and/or the Group, with a potential material adverse effect on the Issuer's and the Group's business,
financial condition and results of operations.
4

In the current economic downturn it may be more difficult for the Group to have access to credit
The credit crisis that has affected the banking system and the financial markets and the subsequent worsening of
macroeconomic conditions, including a global reduction in consumption and industrial production, has given
rise to restricted conditions for accessing credit, reduced liquidity in the financial markets and severe volatility
in stock and bond markets. Limitations to the Group's ability to raise the funds necessary to carry out its
activities on terms which are favourable or difficulties in obtaining financings on terms which are favourable
could have an adverse effect on the Issuer and/or Group activities and on their economic and financial situation.
Risks related to the trend of the exchange rates
As of 31 December 2012, the Group's activities in countries outside the Euro-area1 accounted for over 60 per
cent. of the Group's operating revenues. The Group seeks to mitigate such exposure to foreign currency
exchange risk by managing the level of its cash inflows and outflows denominated in foreign currencies and
through hedging instruments. However, sharp fluctuations in exchange rates in the short-medium term could
involve an increase in costs, which could have an adverse effect on the Issuer's and the Group's business,
financial condition and results of operations. A recent example of the exchange rate risk is the devaluation of
the Venezuelan bolivar in February 2013. In fact, the official exchange rate changed from 4.3 bolivars to the
dollar to 6.3. Even so, Astaldi has been able to contain losses thanks to the Group's long experience within
Venezuela and its knowledge of the market. Astaldi has a "local market" business model which has taken into
account such phenomena when representing margins. When assessing its projects the Astaldi Group uses a cost
to cost criteria and takes into consideration risk coefficients as well as implemented specific procedures that
tend to neutralise as far as possible any devaluation consequences.
The Group faces counterparty risks
Certain customers and joint venture partners, either in the private or in the public sector, may become insolvent
or elect to default under their contracts. This risk is increased in the current economic downturn. In case of
default on payment obligations the Group may be unable to collect the amounts owed, in which case some or all
of such amounts would need to be writ en off. Furthermore, if a counterparty, becomes insolvent or is otherwise
unable to meet its obligations in connection with a particular project, the Group will need to find a replacement
to carry out that party's obligations or, alternatively, fulfil the obligations itself, which may (but will not
always) increase the costs and cause delays. A default by a financial counterparty in respect of contracts, such
as bank facilities, could also impose costs on the Group the need to replace such facilities, incurring in
additional costs thereto. Accordingly, any significant defaults or performance delays on the part of commercial
and financial counterparties could increase costs or liabilities for the Group, which would adversely impact its
profitability and financial condition.
The Group is subject to various and complex regulation
The jurisdictions in which the Group operates impose a number of complex, demanding and evolving legal,
administrative and regulatory requirements which relate to, among other matters, administrative laws, tax laws,
planning, building, land use, fire, health and safety, environment and employment.
Further, national and local laws and regulations relating to such mat ers are often complex and fragmentary, and
their application and interpretation by the relevant authorities is sometimes unpredictable and inconsistent. This
causes difficulties and uncertainties for companies operating in the sector, and may give rise to litigation, all of
which and may have a material adverse effect on the Group's business, financial condition and results of
operations.
Violations of or changes in relevant law, regulations or policies, or the interpretation thereof, may delay or
increase the cost of ongoing projects or subject the Group to penalties, fines, criminal prosecutions, civil claims
or other unforeseen costs.
Risk Factors Relating to the Notes
The Notes may not be a suitable investment for all investors
Each potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:

1 In this context Euro-area means those countries which have adopted the Euro as their currency.
5