Form of Offer
To
Alitalia - Linee Aeree Italiane S.p.A. in a.s.
Alitalia Servizi S.p.A. in a.s.
Largo Amilcare Ponchielli, 6
00198 – Rome (Italy)
To the kind attention of the Extraordinary Commissioners
Binding, unconditional and irrevocable offer for the purchase of the real estate properties owned by Alitalia - Linee Aeree Italiane S.p.A. and/or Alitalia Servizi S.p.A. all under extraordinary administration (hereinafter, the “Offer”)
With reference to the call for expression of interest relating to the sale of the real estate properties (hereinafter, the “Properties”) owned by Alitalia - Linee Aeree Italiane S.p.A. and Alitalia Servizi S.p.A. all under extraordinary administration (hereinafter, the “Sellers”), the undersigned, [●], in his/her capacity as [●] of the Company [●], with registered office in [●], registered at the Companies’ Registry of [●] with No. [●], fiscal code/VAT code [●] (hereinafter, the “Offering Company”),
DECLARES THAT
the Offering Company irrevocably and unconditionally undertakes to purchase the following Properties from the Sellers, jointly or severally, following the full or partial award in accordance with the applicable rules, through the execution of the sale and purchase agreement which will be drafted in compliance with the sale procedure, for the consideration set out below (hereinafter, the “Purchase Price”), plus taxes:
[Note: Please indicate only the lots for which the offer is made]
Lot No. 1 (portion of the building located in Sesto San Giovanni (Milan), via XXIV maggio n. 8/10) - Purchase Price: EUR (in numbers) (in letters)
Lot No. 2 (portion of the building located in Barcellona (Spain), Avenida Diagonal no. 403) - Purchase Price: EUR (in numbers) (in letters)
Lot No. 3 (Land with the entire bulding ("fabbricato cielo terra") located in Rome (Italy), viale Alessandro Marchetti no. 120) - Purchase Price: EUR (in numbers) (in letters)
Lot No. 4 (Land with the entire bulding ("fabbricato cielo terra") (Hangar 7), located in Fiumicino (Rome - Italy), Via Ezio Bevilacqua – airport area) - Purchase Price: EUR (in numbers) (in letters)
Lot No. 5 (Land with the entire bulding ("fabbricato cielo terra") (motor workshop and changing room), located in Fiumicino (Rome - Italy), Via Ezio Bevilacqua – airport area) - Purchase Price: EUR (in numbers) (in letters)
Lot No. 6 (Entire building (“fabbricato cielo-terra”) located in Sesto San Giovanni (Milan), via XXIV maggio n. 6) - Purchase Price: EUR (in numbers) (in letters)
or, if applicable, for the Purchase Price which may be offered during the auction, as resulting from the minutes of the meeting drafted by the Notary Public.
The Offering Company:
- undertakes to keep this Offer valid, effective, binding and irrevocable until h 24:00 of 30th September 2014;
- undertakes to fully pay to the relevant Seller the Purchase Price, if applicable, in the amount offered during the auction, within the date of execution of the sale and purchase agreement, by way of a wire transfer to the bank account indicated by the relevant Seller with the same value date;
- It is understood that the Offers shall cease to have effect only upon expiry of the term contained therein or, if shorter, the term which may be communicated in writing by the Sellers. Therefore, the acceptance by the Sellers of another Offer before the expiry of the above mentioned terms shall not cause the other Offers submitted to cease to have effect. In any case, if, for any reason whatsoever, the transfer of the Properties to the awarded offeror cannot be completed, the Sellers shall have the right to award the Properties to the second best Offer received (and, subsequently, to the next Offers with the highest consideration, as the case may be);
- expressly accepts that in any case, the execution of the sale and purchase agreement will be subject to the prior approval by the Italian Ministry of Economic Development, upon consultation with the Supervisory Committee;
- expressly accepts that the sale and purchase agreement of the Properties will be executed in accordance with the terms and conditions set forth in the procedure letter sent by the Sellers and attached to this Offer, for full acceptance of its content;
- in particular, referred to the contents and execution of the sale and purchase agreement the offeror accepts that:
a) the sale and purchase agreement will be executed before the Notary Public to be indicated by the Sellers, who reserve the right to indicate, with respect to Properties located abroad, a Notary Public operating in the jurisdiction where the Properties are located. In any case, if the sale and purchase agreement is executed before an Italian Notary Public, all the formalities required in order to make the sale and purchase agreement executed in Italy effective in the jurisdiction where the Properties are located, shall be the purchaser’s own responsibility;
b) the sale and purchase agreement will be executed in Italian. If the Sellers decide to execute the sale and purchase agreement before a non-Italian Notary Public, the Sellers shall be entitled to request a sworn translation into Italian of the sale and purchase agreement, even if such translation is not required under local laws;
c) the sale and purchase agreement may be executed in the form of a public deed or notarized private deed, at the Sellers’ discretion;
d) the sale and purchase agreement will be executed in the text which will be drafted by the Sellers together with the Notary Public, in accordance with the provisions, terms and conditions set forth herein, it being understood that:
- the consideration shall be paid by the purchaser to the Sellers before the execution of the sale and purchase agreement and the Sellers will waive any mortgage right under the applicable laws;
- the sale shall refer to each of the Properties as a whole (a corpo), therefore, in derogation to Article 1538 of the Italian Civil Code, any difference in the measuring of the area of the relevant Properties, which may be ascertained after the sale, will not entail any variation of the consideration;
- the Properties will be sold together with all appurtenances, accessions, fixtures, rights, actions, reasons, active and passive easements, including any potential easement under Article 1062 of the Italian Civil Code, obligations and ties (also of a real, construction and urban nature), with no exceptions, as due to/owned by the Sellers, and which will be accepted by the purchaser, which will succeed to the Sellers in all the relevant obligations;
- with the sole exception of the warranty of free and clear title and for the construction and urban declarations which are mandatory under the applicable laws for the sale of real estate assets, the Sellers will not provide any representation or warranty in relation to the sale of the Properties. In particular, the Properties will be sold as “seen and accepted” (“visti e piaciuti”), in their current factual, repair, legal, urban, construction and rental state, with the exclusion of any warranty for any potential defects in the same, absence of qualities, aliud pro alio and/or the compliance of the Properties with the laws and regulation in force relating to plant engineering, construction, town planning, land and security, ecology and environmental health, prevention of accidents and fire. The Sellers shall bear no responsibility for the lack or non-delivery of any technical documents relating to the Properties, such as, without limitation, cadastral, construction and urban documents, plant engineering, habitability/safeness documents, being also excluded any warranty of the Sellers for the presence of the conditions required for the issuance of the above documents and certificates. Furthermore, the Sellers shall have no obligation to deliver any other document relating to the Properties, with the sole exception of such documents which are mandatory for the validity of the sale and purchase agreement. In any case, the Sellers shall bear no responsibility for any events and circumstances relating to the Properties which may have been inferred from the information made available to the potential purchasers during the due diligence;
- the cancellation of any potential burden on the Properties pursuant to Article 64 of Legislative Decree No. 270/1999 will be at the purchaser’s expense, it being understood that the Sellers will cooperate with the purchaser for the prompt submission of the relevant request to the Italian Ministry of the Economic Development;
- the delivery of the Properties will take place simultaneously with the execution of the sale and purchase agreement. All the active and passive effects of the sale, the costs, expenses, burdens and risks related to the ownership, possess, maintenance and custody of the Properties shall be borne by the purchaser starting from such date;
- all current and future taxes and duties arising from the sale of the Properties (also those potentially related to inspections carried out at a later time by the tax authorities in relation to the fiscal regime applicable to the sale) shall be borne by the purchaser, who will keep the Sellers harmless and indemnified from any direct and/or indirect damage which they may suffer in such respect;
- the sale and purchase agreement will be governed by Italian law and the Court of Rome shall have exclusive jurisdiction over any dispute arising out thereof.
- expressly accepts the provisions of the call for expression of interests;
- expressly accepts to bear all the costs related to the sale and purchase of the Properties, including the fees of the Notary Public.
The Offering Company declares:
- that the effectiveness of this Offer is not subject to any authorization or approval by the competent corporate bodies of the Offering Company or by any regulatory or administrative authority, or to any other authorization or approval;
- that the financial resources relating to the payment of the Purchase Price have been already identified and are currently available to the Offering Company;
- that the Offering Company is not subject to any insolvency or winding-up proceedings or to any other proceedings showing a state of insolvency, crisis, or interruption of business activities or to temporary receivership, and that no such proceedings or actions have been started or threatened in writing to be commenced;
- that the Offering Company is not subject to any to sanctions that give rise to a prohibition to contract with the public administration under the laws of the relevant country of origin;
- that the Offering Company is not in one of the situations of control or affiliation with another company participating to the sale procedure and/or whose Expressions of Interests and/or Offers are imputable to a single decision-making body;
- to have full knowledge of the regulation applicable to the Properties and to the sale and purchase of the same from the Sellers, and to have full understanding of the investment to be carried out;
- to have decided to purchase the goods subject of this Offer, following an independent and free decision, in connection with what had been deemed to be the Offering Company’s own convenience.
The following documents are attached to this Offer:
- original of the [bank guarantee / bank drafts] provided as a security for the Offer [in the event of an offer for more than one Property, thesecurity must be provided for each of the properties for which the offer is made];
- original/notarized copy of the power of attorney/deed/document granting to the legal representative/special attorney of the Offering Company the relevant powers to submit the Offer (and, if necessary, to participate to the auction to submit higher offers and to give the additional security required through a bank check);
[Place and date]
SEAL/SIGNATURE
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