Saxa Gres S.p.A.: Acquisition of 27.7% of Saxa Gres by A2A Ambiente

Anagni, Italy (pta036/20.04.2021/15:03 UTC+2) PRESS RELEASE
relating to the acquisition of 27.7% of Saxa Gres by A2A Ambiente S.p.A.,
to the bank financing arranged by Illimity Bank S.p.A.,
and to "Prestito Obbligazionario Grestone Bond a Tasso Fisso - Scadenza 2026" (ISIN: IT0005418436) (the "Bond") issued by Saxa Gres S.p.A.

On 15 April 2021 "A2A Ambiente S.p.A." ("A2A") has completed the purchase of 27,7% of the corporate capital of SAXA GRES S.p.A. (the "Issuer" or the "Company"). International funds Blue Bay and Bardin Hill, which had been investors in the Company since 2015, have made their equity available to A2A through Manufacturing Renaissance Italian Solutions PLC, the holding company of Mr. Francesco Borgomeo and of its financial investors (the "A2A Transaction").

A2A has also acquired the majority shareholding of the companies created by the Company to promote the development of waste-to-energy plants within the premises of the Company.

A2A had undertaken on 5 January 2021 to such purchase (https://www.a2a.eu/en/a2a-joins-saxa-gres), subject to the fulfillment of some conditions precedent, among which obtaining the consent of the relevant creditors to restrict all the mortgages over the lands necessary for the construction of the waste-to-energy plants. Some of such mortgages constituted part of the securities of the Bond, as indicated in the terms and conditions of the Bond ("Terms and Conditions of the Bond" or "Terms and Conditions").

On 31 March 2021 certain credit institutions including, inter alios, Illimity Bank S.p.A. ("Illimity") as arranging bank, have completed the granting to the Issuer and to Saxa Grestone S.p.A. of certain loans and other forms of financial support (that had been in part already delivered) for a total amount of Euro 27,500,000, with a potential further Euro 2,000,000 still available.

Besides Illimity, participating banks include Bancanagni, Banca Popolare del Cassinate, Banca Popolare di Fondi, and Banca Popolare del Frusinate (with Illimity, the "Lending Banks").

In order to decide on certain issues related to the above-mentioned transactions, the Company had convened a bondholders' meeting, by means of a notice published in the Official Gazette Part II No. 21 of 18 February 2021 and, on the same date, on the Company's website (https://www.saxagres.it/category/comunicati), in order to decide upon certain issues related to no. (i) and (ii) above. On 5 March 2021 at 17:00 (CET), the bondholders' meeting was regularly held and approved, with approximately 70% of the Bonds currently outstanding, with reference to no. (i), to restrict the mortgages registered at the Conservatoria dei Registri Immobiliari of Frosinone on 6 August 2020 under no. 1088 e 1089, in conjunction with the purchase by A2A of the 27,7% of the corporate capital of the Issuer. Furthermore, in order to define the entire transaction referred at no. (ii), the bondholders' meeting approved the signing of the intercreditor agreement which will be entered into by the bondholders, through the common representative, and the Lending Banks. The agreement aims, among other things, to regulate the mutual rights and obligations and to coordinate an hypothetical enforcement of the common securities by both the bondholders and the Lending Banks. To this end, the bondholders have acknowledged the recognition of loans and other forms of financial support to the Issuer, in part already delivered, for a final total of Euro 27,500,000 (with a potential further Euro 2,000,000 still available) and agreed to the equalisation of certain securities of the Bond.

A similar bondholders' meeting was successfully held also on 5 March 2021 for "Prestito Obbligazionario Grestone Bond a Tasso Fisso - Scadenza 2023" (ISIN: IT0005339194), with reference to the release of mortgages required by A2A.

Prestito Obbligazionario Grestone Bond a Tasso Fisso - Scadenza 2026" (ISIN: IT0005418436) has currently 117.178 bonds issued for a notional amount of Euro 117.178.000.
"Prestito Obbligazionario Grestone Bond a Tasso Fisso - Scadenza 2023" (ISIN: IT0005339194) has currently 4.384 bonds issued for a notional amount of Euro 4.384.000.

The Company takes this opportunity to thank the bondholders who attended the meetings and the Lending Banks.

The Company further informs that it is still possible to subscribe the Bond and that, therefore, it will continue to identify further potential qualified investors (as required by the Terms and Conditions) until the maximum amount set out in the Terms and Conditions of the Bond will be reached. To this end and for further details, bondholders and potential professional investors might contact the investor relator of the Company, Mr. Daniele Bartoccioni Menconi, at email address finanza@saxgres.it to receive more information on the Bond and the relevant Terms and Conditions.

With reference to the A2A Transaction:

"This deal is another step forward in our journey of growth in the environmental sector and a significant development opportunity for the management of the entire waste cycle - had declared already on 5 January 2021 Renato Mazzoncini, CEO of A2A - Our experience and leadership in the treatment and recovery of materials and energy allows our Group to efficiently combine circular economy and production processes to serve the community and protect the environment".

Francesco Borgomeo, president and CEO of Saxa Gres, had also showed great satisfaction: "sustainability research, development, and innovation are the future for every company that wants to play a leading role in the market. We made an early start and a company like A2A entering into our share capital highlights the extraordinary growth potential of a circular economy in the world of urban paving and waste treatment".

Anagni, 20 April 2021

Saxa Gres S.p.A.

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Emitter:	Saxa Gres S.p.A. Via Osteria della Fontana n. 69 A-B-C 03012 Anagni Italy
Contact Person:	Daniele Bartoccioni Menconi
Phone:	+44 7429 089 879
E-Mail:	Finanza@saxagres.it
Website:	www.saxagres.it
ISIN(s):	IT0005325110 (Share) IT0005418436 (Bond)
Stock Exchange(s):	Vienna Stock Exchange (Vienna MTF)