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SEA Group structure and investments in other companies

Direct and indirect investments of SEA SpA at December 31, 2017 


(*) With regards to SEA’s investment in AA2000, reference should be made to Note 6.5 of the separate financial statements of SEA SpA.
(**) In February 2018, SEA SpA submitted a request for withdrawal from SITA SC.

The SEA Group included the following companies in liquidation at December 31, 2017:

  • Consorzio Milano Sistema in liquidation (10% SEA SpA).

It should be noted that:

  • on July 10, 2017 the Shareholders' Meeting approved the liquidator's final statement of accounts and related distribution plan for the company SEA Handling, a wholly-owned subsidiary of SEA S.p.A. The company was removed from the Companies Register on July 25, 2017;
  • the liquidation of Consorzio Malpensa Construction was concluded on October 31, 2017 with the presentation and approval of the liquidator's final statement of accounts and shareholders’ distribution plan Malpensa Construction.

Share Capital structure

The share capital of SEA amounts to Euro 27,500,000, comprising 250 million shares of a par value of Euro 0.11, of which 137,023,805 Class A shares, 74,375,102 Class B shares and 38,601,093 other shares.

The Class A shareholders upon divestment resulting in the loss of control must guarantee Class B shareholders a right to co-sale. Class A shareholders have a pre-emption right on the sale of Class B shares. 

At December 31, 2017, SEA does not hold treasury shares. The ownership structure is as follows:

PUBLIC SHAREHOLDERS 9 entities/comp.
Municipality of Milan (*) 54.81%
Province of Varese 0.64%
Municipality of Busto Arsizio 0.06%
Other public shareholders 0.08%
Total 55.59%

2i Aeroporti SpA 35.75%
F2i Sgr SpA (**) 8.62%
Other private shareholders 0.04%
Total 44.41%

(*) Holder of Class A shares
(**) On behalf of F2i – second Italian Fund for infrastructure

ownership structure

On February 15, 2018, the shares held by the Province of Varese were purchased by 2i Aeroporti S.p.A. Accordingly, as at the date of approval of this report, public shareholders held a 54.9% interest and private shareholders a 45.1% interest.

Following the issuance of the bond designated “SEA 3 1/8 2014-2021” on April 17, 2014 and the admission to listing of the notes on the regulated market organised and managed by the Irish Stock Exchange, the Company qualified as a Public Interest Entity (PIE) as defined in Article 16, paragraph 1, letter a) of Legislative Decree No. 39/2010.