Press release

The ENAV Board of Directors approves the Company's Dividend Policy

The Board of Directors approves the Company's Dividend Policy

These written materials are not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any state of the United States and the District of Columbia) or in Australia, Canada or Japan.

 

The ENAV Board of Directors – chaired by Ferdinando Franco Falco Beccalli – has approved a dividend policy for future financial years, as set out below. For the year ending on 31 December 2016, the Board intends to propose the distribution of a dividend of 95 million euro, within the limits prescribed by the applicable legislation and subject to the required Shareholders’ approval at the next Annual General Meeting. For the subsequent financial years, ENAV’s dividend policy will be based on a percentage expected to be no less than 80% of the normalised free cash flow, defined as consolidated net profit plus amortisation and depreciation (gross of operating subsidies and equipment grants), less normalised investments (i.e. excluding financial investments) gross of equipment grants. The proposed dividend distribution and, in general, ENAV’s ability to distribute dividends in subsequent years, will in any case remain subject, inter alia, to its operating and financial results, overall market conditions and the required financial flexibility necessary to ensure the achievement of its corporate purpose and its compliance with applicable laws and regulations. As a consequence, despite the approval of the above dividend policy, it cannot be assumed that dividends will actually be distributed and it is not possible to predetermine with certainty the actual amount. The above dividend policy may result in an annual distribution in excess of the company’s distributable net profit, in which event distributable reserves could be used. Further, in line with the provisions of ENAV’s Code of Self-Regulation, the Board of Directors has appointed the members of the ‘Nomination and Remuneration Committee’ and of the ‘Risk-Control and Related Parties Committee’ which will take office on the first day that the company’s common shares are listed on the Italian Stock Exchange (MTA).

 

The composition of the Committees shall be as follows:

 

Nomination and Remuneration Committee:

  • Mr. Stefano Siragusa - Chairman 
  • Mr. Nicola Maione - Member 
  • Mr. Alessandro Tonetti - Member

 

Risk-Control and Related Parties Committee:

  • Mr. Nicola Maione - Chairman 
  • Mr. Stefano Siragusa - Member 
  • Prof. Mario Vinzia - Member

Notice

Some of the information in these materials may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company and its Group. You can identify forward looking statements by terms such as "expect", "believe", "anticipate", "estimate", "intend", "will", "could," "may" or "might", the negative of such terms or other similar expressions. The Company wishes to caution you that these statements are only predictions and that actual events or results may differ materially. The Company does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of the Company, including, among others, general economic conditions, the competitive environment, rapid technological and market change in the industries the Company operates in, as well as many other risks specifically related to the Company and its operations.

Any securities that may be offered by ENAV S.p.A. may not be offered or sold in the United States unless they are registered under the U.S. Securities Act of 1933, as amended, or exempt from registration. ENAV S.p.A. has not and does not intend to register the securities in the United States or to conduct a public offer of the securities in the United States.

This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the " Order ") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as " relevant persons ").

The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

This communication has been prepared on the basis that any offer of securities in any Member State of the European Economic Area (“ EEA ”) which has implemented the Prospectus Directive (each, a “ Relevant Member State ”), other than the public offer made in Italy contemplated in the Italian prospectus once the prospectus has been approved by the competent authority in Italy and published and notified to the relevant competent authority in accordance with the Prospectus Directive, and in respect of which the Company has consented in writing to the use of the prospectus (the “ Permitted Public Offer ”), will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of securities. Accordingly, any person making or intending to make any offer of securities in a Relevant Member State other than the Permitted Public Offer, may only do so in circumstances in which no obligation arises for the Company or any of the Managers to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. The expression "Prospectus Directive" means Directive 2003/71/EC (this Directive and amendments thereto, including Directive 2010/73/EC, to the extent implemented in the Relevant Member State, together with any implementing measures in any member state).