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Corporate events and Group structure

The intense activity of rationalising the Group's equity investments continued during 2006, leading to the disposal or liquidation of 24 investee companies, as well as 3 merger transactions, including the merger by incorporation of Geat Distribuzione Gas SpA within Hera SpA. In 2005, 23 disposals/liquidations of investee companies had already taken place, together with 2 merger/spin-off transactions.

The main M&A transactions which took place during 2006 are described below

 

Increase of the equity investment in Hera Luce Srl

On 17 January 2006, Hera SpA acquired the interest held by Gemmo SpA, amounting to 18% of the share capital, thereby achieving an equity investment of 87.3%, and subsequently, on 19 December 2006, Hera SpA subscribed a share capital increase - effective as at 1 January 2007 - freed up by means of the conferral in kind of the business segment pertaining to the public lighting activities in the Municipalities of Modena, Ferrara, Cesena, and other municipalities in Romagna. Following this transaction, the equity investment held by Hera SpA in Hera Luce Srl rose from 87.3% to 89.58%.

Incorporation of Flameenergy Trading Gmbh

On 19 April 2006, Hera Trading Srl (100% owned by Hera SpA) and VNG Erdgascommerz GmbH incorporated FlameEnergy Trading GmbH with equal shareholdings, an Austrian company with registered offices in Vienna, which is involved in the trading, transportation and supply of natural gas on the European markets ofAustria, Switzerland, France and Slovenia.

Acquisition of Hera Rete Modena Srl

On the basis of the preliminary agreement entered into on 13 March 2006, Hera SpA and Enel Distribuzione SpA signed a financial contract on 27 June 2006 for the purchase by Hera SpA of the entire equity investment in Hera Rete Modena Srl, a company which is involved in the distribution and sale of electricity throughout the area of 18 Municipalities in the Province of Modena.

This transaction was effective as from 30 June 2006.

Merger of Geat Distribuzione Gas SpA within Hera SpA

The Merger Deed for the incorporation within Hera SpA of Geat Distribuzione Gas SpA was stipulated on 29 June 2006, with statutory effects as from 1 July 2006; the latter company was fully controlled by the Municipality of Riccione and is involved in the distribution of gas to the same area.

Increase in the equity investment in Aspes Multiservizi SpA

On 27 July 2006, Hera SpA acquired a further equity investment in Aspes Multiservizi SpA, a company involved in the performance of energy - environmental services within the provincial area of Pesaro - Urbino; the investment came to 22.92% of the latter's share capital, and this takes the entire equity investment to 49.79%.


Acquisition of an equity investment in Sat SpA

On 18 October 2006, Hera SpA acquired 46.50% of SAT SpA's share capital, a company which is involved in the provision of environmental, gas distribution and integrated water cycle services in the municipal areas of Sassuolo, Formigine, Fiorano Modenese, Maranello and Serramazzoni.

Further transactions

Again during 2006, further transactions were carried out which involved companies already belonging to the Hera Group.

  • On 14 December 2006, Hera Comm Srl subscribed and freed-up a share capital increase in SGR Servizi SpA ofRimini by means of the conferral of the equity investment held in GAS Riccione SpA; the entire transaction was effective as at 1 January 2007.

 

Following this transaction, the equity investment held by Hera Comm in SGR Servizi SpA rose from 20% to 29.60522%;

  • on 19 December 2006, Hera SpA subscribed and freed-up a share capital increase in Romagna Compost Srl by means of the conferral in kind of the composting plant located in the Rio della Busca district of Cesena; the entire transaction was effective as at 1 January 2007.

 

Following this transaction, the equity investment held in Romagna Compost Srl rose from 60% to 94.51%.