UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Via Goito, 4
00185 Rome, Italy
Attn: Roberta Melfa
+39 06 4221 2126
with copies to:
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
Attn: William D. Regner, Esq.
(212) 909-6000
Receive Notices and Communications)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.þ
Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. | 26874R108 |
1 | NAMES OF REPORTING PERSONS Cassa depositi e prestiti S.p.A. | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Italy | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 1,056,179,478 (1) | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 1,056,179,478 (1) | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
1,056,179,478 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
26.4%(2) | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
Page 2 of 8
Item 1. | Security and Issuer |
Item 2. | Identity and Background |
(i) | name; | ||
(ii) | business address; | ||
(iii) | present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and | ||
(iv) | citizenship. |
Item 3. | Source and Amount of Funds or Other Consideration |
(i) | 1,632,624,218 shares of ENEL S.p.A. (“ENEL”), representing 17.36% of ENEL’s share capital, with a value of €6,606,740,423; |
Page 3 of 8
(ii) | 457,138,500 shares of Poste Italiane S.p.A. (“Poste Italiane”), representing 35% of Poste Italiane’s share capital, with a value of €3,288,715,946; and | ||
(iii) | 709,987 shares of STMicroelectronics Holding NV (“STM Holding”), representing 50% of STM Holding’s share capital, and indirectly corresponding to 125,352,377 shares of STMicroelectronics NV (“STM”), representing 13.77% of STM’s share capital, with a value of €810,917,062. |
Item 4. | Purpose of Transaction |
Item 5. | Interest in Securities of the Issuer |
Page 4 of 8
(i) | objection to the purchase, by parties who are subject to the shareholding limit, of shareholdings that represent at least 3% of the share capital consisting of shares with the right to vote in ordinary shareholders’ meetings, where there is a prejudicial effect caused by the transaction to the vital interests of the State. In the event of a failure to comply with directions to assign these shares, the Regional Administrative Court of Lazio, at the request of the MEF, will order the sale of the shares representing the significant shareholding; | ||
(ii) | objection to the signing of certain finance agreements in the event that at least 3% of the share capital consisting of shares with the right to vote in ordinary shareholders’ meetings is represented in the agreements; | ||
(iii) | appointment of a Director with no right to vote in Board meetings; and | ||
(iv) | vetoing, if duly justified by an actual prejudicial effect to the vital interests of the State, of resolutions to dissolve the Company, transfer the company, merge, demerge, transfer the registered office overseas, change the company purpose, amend the bylaws in a way that withdraws or modifies the powers detailed above. |
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item 7. | Material to be Filed as Exhibits |
Page 5 of 8
CASSA DEPOSITI E PRESTITI S.p.A. | ||||
By: | /s/ Giovanni Gorno Tempini | |||
Name: | Giovanni Gorno Tempini | |||
Title: | Chief Executive Officer | |||
Page 6 of 8
Name | Present Principal Occupation and Name and Address of Employer | |
Directors | ||
Franco Bassanini | Chairman of the Board of Directors of CDP | |
Giovanni Gorno Tempini | Chief Executive Officer of CDP | |
Cristian Chizzoli | Director of CDP Lecturer of Corporate Economics and Management, Università Bocconi, Milan, Italy Member of the Board of Directors of Mediocredito Italiano S.p.A., Milan, Italy Member of the Board of Directors of Fondazione Fiera Milano, Milan, Italy | |
Cristiana Coppola | Director of CDP Chairman and Chief Executive Officer of Mirabella SG S.p.A., Cricignano di Aversa (CE), Italy Chairman of Marina di Castello S.p.A., Cricignano di Aversa (CE), Italy Member of the Board of Directors of Aluiss, Rome, Italy Member of the Board of Directors of IMI Fondi Chiusi, Bologna, Italy | |
Piero Gastaldo | General Secretary (Chief Executive Officer) of Compagnia di San Paolo, Turin, Italy | |
Ettore Gotti Tedeschi | Director of CDP Chairman of Istituto per le Opere di Religione, Città del Vaticano, Italy Chairman of F2i SGR S.p.A., Milan, Italy Member of the Board of Directors of CDP Investimenti SGR S.p.A., Rome, Italy Chairman of Santander Consumer Bank S.p.A., Turin, Italy Senior Country Head Santander | |
Vittorio Grilli | Director General of the Treasury of the Ministry of Economy and Finance, Rome, Italy | |
Nunzio Guglielmino | Director of CDP Vice Deputy Governor of the Council of Europe Development Bank, Strasbourg, France Vice Chairman of Poste Italiane S.p.A., Rome, Italy Chairman of Europa Gestioni Immobiliari S.p.A., Rome, Italy Vice Chairman of Fondazione Banco Sicilia, Palermo, Italy | |
Mario Nuzzo | Director of CDP Professor of civil law, Università “LUISS — Guido Carli”, Rome, Italy Chairman of Foundation of Cassa di Risparmio della Provincia di Teramo, Teramo, Italy Member of the Board of Directors of ACRI — Associazione Casse di Risparmio Italiane, Rome, Italy Member of the Board of Directors of SINLOC S.p.A., Padova, Italy Legal Representative of Studio Legale Prof. Aw. Mario Nuzzo e Associati, Rome, Italy |
Page 7 of 8
Maria Cannata | General Director of the Public Debt Department of the Ministry of Economy and Finance Additional Director for the Separate Account System of CDP | |
Giovanni De Simone | Additional Director for the Separate Account System of CDP Director of ENPAM, Rome, Italy Statutory Auditor of ASL Roma E, Rome, Italy Statutory Auditor of Equitalia Nomos S.p.A., Turin, Italy Statutory Auditor of Federazione Nazionale Rugby, Rome, Italy Alternate Member of the Commissione tecnica paritetica per l’attuazione del federalismo fiscale, Rome, Italy | |
Romano Colozzi | Councillor for the Budget, Finance and Institutional Relations of the Lombardia Region, Milan, Italy | |
Guido Podestà | President of the Province of Milan, Milan, Italy | |
Giuseppe Pericu | Additional Director for the Separate Account System of CDP Member of the Board of Directors of Fondazione Istituto Italiano di Tecnologia, Genova, Italy | |
Executive Officers | ||
(who are not directors) | ||
Matteo del Fante | General Manager — CDP | |
Bernardo Bini Smaghi | Head of Facilitated Credit & Economic Support — CDP | |
Cristiano Cannarsa | Head of Financing — CDP | |
Francesco Ceci | Head of Finance — CDP | |
Vladimiro Ceci | Head of Risk Management — CDP | |
Vincenzo Malitesta | Head of Internal Auditing — CDP | |
Angelo Mariano | Head of Public Entities — CDP | |
Roberta Melfa | Head of Legal & Corporate Affairs — CDP | |
Claudio Mez | Head of Lending — CDP | |
Andrea Novelli | Head of Administration, Planning & Control — CDP | |
Guido Rivolta | Head of Institutional Relations & External Communications — CDP |
Page 8 of 8