Other Notices

Notice category:: Other Notices
Notice type:: Other Notices
Publication date:: 31 August 2023
Edition:: The London Gazette
Notice ID:: 4431854
Notice code:: 2301
Issue number:: 64160
Page number:: 17465

IN THE HIGH COURT OF JUSTICE

Claim No. CR-2023-001437

BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES

INSOLVENCY AND COMPANIES LIST (ChD)

BEFORE: Mr Justice Trower

DATED: 25 August 2023

IN THE MATTER OF CIMOLAI S.P.A.

AND IN THE MATTER OF LUIGI CIMOLAI HOLDING S.P.A.

AND IN THE MATTER OF THE COMPANIES ACT 2006

ORDER

UPON THE APPLICATION made by Cimolai S.p.A. (“Cimolai”) and Luigi Cimolai Holding S.p.A. (“LCH” and, together, the “Plan Companies”) by the Part 8 Claim Form dated 16 March 2023 (the “Claim Form”).

AND UPON READING the Claim Form and evidence filed in support thereof, including the draft restructuring plan between Cimolai and the Cimolai Plan Creditors (the “Cimolai Plan Document”) and the draft restructuring plan between LCH and the LCH Plan Creditors (the “LCH Plan Document” and together the “Plan Documents”) promulgated by the Plan Companies pursuant to Part 26A of the Companies Act 2006 (the “Act”) and the Explanatory Statement dated 17 July 2023 distributed pursuant to section 901D of the Act (the “Explanatory Statement”).

AND UPON HEARING Adam Al-Attar and Lottie Pyper for the Plan Companies.

AND UPON the Court having adopted in this Order (save where terms are otherwise expressly defined) the abbreviations, words, definitions and phrases and rules of interpretation contained in the Explanatory Statement and the Plan Documents.

AND UPON the sole shareholder of LCH, Mr Luigi Cimolai, having undertaken by a deed of undertaking dated 24 July 2023 to, among other things, agree to provide the Shareholder Commitment.

IT IS ORDERED THAT:

1. The Court hereby sanctions the Cimolai Restructuring Plan between Cimolai and the Cimolai Plan Creditors as set out in the First Schedule hereto.

2. The Court hereby sanctions the LCH Restructuring Plan between LCH and the LCH Plan Creditors as set out in the Second Schedule hereto.

3. The Plan Companies or their solicitors shall deliver, as soon as reasonably practicable, a copy of this Order to the Registrar of Companies for England and Wales and to The Gazette for publication.

SERVICE

The Court has provided a sealed copy of this Order to the serving party:

Kirkland & Ellis International LLP, 30 St. Mary Axe, London, EC3A 8AF

DATED 25 August 2023

FIRST SCHEDULE

The Cimolai Plan Document

THE RESTRUCTURING PLAN

Claim No. CR-2023-001437

IN THE HIGH COURT OF JUSTICE

BUSINESS AND PROPERTY COURTS OF

ENGLAND AND WALES

INSOLVENCY AND COMPANIES LIST (ChD)

IN THE MATTER OF

CIMOLAI S.P.A.

and

IN THE MATTER OF THE COMPANIES ACT 2006

RESTRUCTURING PLAN

(UNDER PART 26A OF THE COMPANIES ACT 2006)

BETWEEN

CIMOLAI S.P.A.

AND

EACH OF ITS PLAN CREDITORS

(AS DEFINED HEREIN)

1 Preliminary

Recitals

1.1 Cimolai S.p.A. is a joint stock company incorporated under the laws of Italy, having its registered office at Rome (RM), Viale Pasteur No. 49 and operating office in Porcia (PN), Corso Lino Zanussi no. 26, and registration number 01507200937 with the Companies Register of Rome (the “Company”).

1.2 The Company filed the Concordato Proposal on 20 February 2023. The Restructuring Plan is a parallel process to the Concordato Proposal.

The purpose and effect of the Restructuring Plan

1.3 The purpose of the Restructuring Plan is to implement the Concordato Proposal in its entirety as a matter of English law. As a result, the Restructuring Plan will effect a compromise and arrangement between the Company and its Plan Creditors in accordance with the terms of the Concordato Proposal.

1.4 To effect the compromises and arrangements that form the Concordato Proposal, each Plan Creditor will be bound by the applicable Restructuring Documents (including for the avoidance of doubt the terms of the Concordato Proposal Document).

2 Definitions and Interpretation

2.1 Definitions

In this Restructuring Plan, unless defined otherwise, the following terms shall have the following meaning:

“Act” means the Companies Act 2006 (as amended from time to time) (UK).

“Al Bayt Disputes” means ongoing disputes and proceedings relating to the Al Bayt Joint Venture. “Al Bayt Joint Venture” means the GSIC JV entered into by Cimolai pursuant to a joint venture agreement dated 18 November 2013 (as subsequently amended and supplemented) (with Cimolai’s share being 20%) together with Galfar Al Misnad Engineering and Contracting WLL (with a share of 40%) and Webuild S.p.A. (formerly Salini Impregilo, with a share of 40%).

“Assessment Claims” means the Plan Claims assessed as at the Assessment Date for the purposes of the Concordato Proposal.

“Assessment Date” means 19 October 2022.

“Business Day” means a day (other than a Saturday or Sunday) on which banking institutions in London and Italy are open for general business.

“Chair” means the chairman (as such term is used in the Act) of the Plan Meetings appointed pursuant to the Convening Order.

“Claim” means any claim or claims (including any contingent or disputed claims) in respect of any Liability of the Company to a Plan Creditor or any other claim or claims in respect of any Liability of the Company, including in each case (without limitation) any Assessment Claims, any claim or claims in relation to any Liability of the Company in respect of loss or damage suffered or incurred, whether directly or indirectly, as a result of or in connection with such Liability (including, for the avoidance of doubt, where relevant any interest accruing on, or accretions arising in respect of, such claims).

“Concordato Proposal” means the Company’s proposta di concordato preventive (concordato proposal for composition with creditors in business continuity) pursuant to Article 84 of Legislative Decree no. 14 of 12 January 2019 (Italy), the terms of which are set out in the Concordato Proposal Document, which was filed with the Court of Trieste in Italy on 20 February 2023, as subsequently amended on 29 April 2023 and 30 June 2023.

“Concordato Proposal Document” means the plan document setting out the terms of the Concordato Proposal originally dated 20 February 2023 (the “Original Concordato Proposal Document”), as supplemented and amended by the First Supplemental Concordato Proposal Document and Second Supplemental Concordato Proposal Document.

“Convening Order” means the order dated on or around 14 July 2023 made by the Court in the matter of the Company and in the matter of the Companies Act 2006 directing that the Plan Meetings be convened for the purposes of considering and, if thought fit, approving (with or without modification) the Restructuring Plan.

“Court” means the High Court of Justice of England and Wales.

“Demoted Unsecured Claim” means any Claim against the Company held by a Demoted Unsecured Creditor.

“Demoted Unsecured Creditor” means:

(a) the Mortgage Creditors in respect of the Unsecured Portion of their Claim with respect to the Mortgage Loans;

(b) FRIE Financing Creditors in respect of the Unsecured Portion of their Claim with respect to the FRIE Financing;

(d) tax authorities which are owed VAT accrued by foreign branches (France, Luxembourg and Switzerland) in respect of the Unsecured Portion of their Plan Claims (as described in the Concordato Proposal Document);

(e) creditors relating to VAT refunds payable to suppliers in respect of the Unsecured Portion of their Plan Claims (as described in the Concordato Proposal Document); and

(f) creditors relating to municipal and provincial taxes, duties and levies in respect of the Unsecured Portion of their Plan Claims (as described in the Concordato Proposal Document).

“Disputed Unsecured Claims” means any Claim against the Company held by a Disputed Unsecured Creditor.

“Disputed Unsecured Creditor” means:

(g) Ballinger & Co Ltd;

(h) Ebury Partners Belgium SA/NV;

(i) GPS Capital Markets Ltd;

(j) Macquarie Bank Europe DAC;

(k) Mediobanca Banca di Credito Finanziario S.p.A.;

(l) Natwest Markets Plc;

(m) Natixis;

(n) Deutsche Bank AG;

(o) Morgan Stanley & Co International Plc;

(p) Global Reach Markets B.V.;

(q) Cornèr Banca;

(r) JB Drax; and

(s) the Al Bayt Joint Venture.

“English Law Proceedings” means the Court proceedings brought against the Company by the Disputed Unsecured Creditors (excluding the Al Bayt Joint Venture, Global Reach and Corner Bank) in connection with their respective derivative contracts entered into with the Company.

“Excluded Liabilities” means each of the following:

(t) any Liabilities incurred after the Assessment Date;

(u) Liabilities which are preferred liabilities as a matter of Italian law, including payables to employees, VAT payments to suppliers and certain other debts, which will be paid in full as a result of their preferential status as a matter of Italian law; and

(v) Liabilities in respect of subordinated debt owed to affiliated companies which will be released in full on or promptly following the Plan Effective Time.

“Existing Documents” means any document evidencing or giving rise to the Liabilities owed by the Company to any Plan Creditor (in its capacity as such).

“Explanatory Statement” means the explanatory statement to the Restructuring Plan dated on or about 14 July 2023 required to be provided to the Plan Creditors pursuant to section 901D of the Act.

“First Supplemental Concordato Proposal Document” means the supplemental plan document dated 30 May 2023 (in respect of the amendment to the Concordato Proposal on 29 April 2023) supplementing and amending the terms of the Original Concordato Proposal Document.

“Foreign Law Proceedings” means the Court proceedings brought against the Company by Global Reach and Corner Bank (as Disputed Unsecured Creditors) in connection with their respective derivative contracts entered into with the Company.

“FRIE” means the Fund for Economic Initiatives in Italy.

“FRIE Financing” means loans entered into by the Company which relate to public financing administered by FRIE entered into by the Company.

“FRIE Financing Creditors” means creditors in respect of the FRIE Financing.

“Group” means the Shareholder, the Company and its subsidiaries (from time to time).

“JB Drax” means JB Drax Honorè (DIFC) Limited as counterparty in respect of the JB Drax Derivative Contract entered into by the Company as (guarantor).

“JB Drax Derivative Contract” means the derivative contract entered into by the Shareholder (as primary debtor) and the Company (as guarantor) with JB Drax.

“JB Drax Proceedings” means the Court proceedings brought by JB Drax against the Shareholder and the Company in respect of the JB Drax Derivative Contract.

“Judicial Commissioner” means Alberto Cimolai as the judicial commissioner appointed by the Court of Trieste in relation to the Concordato Proposal.

“LCH Concordato Proposal” means the Shareholder’s proposta di concordato preventive (concordato proposal for composition with creditors in business continuity) pursuant to Article 84 of Legislative Decree no. 14 of 12 January 2019 (Italy), the terms of which are set out in the LCH Concordato Proposal Document, which was filed with the Court of Trieste in Italy on 20 February 2023, as subsequently amended on 9 May 2023 and 30 June 2023.

“LCH Concordato Proposal Document” means the plan document setting out the terms of the LCH Concordato Proposal originally dated 20 February 2023, as supplemented and amended on 30 May 2023 and 30 June 2023.

“Liability” or “Liabilities” means any present or future obligation, liability, claim, debt, claims for specific performance, damages or restitution, counterclaims, suits, rights of action, or rights whatsoever or howsoever arising, including, without limitation, for the payment of money or the performance of an act or obligation or any failure to perform any obligation or any omission, whether for negligence, breach of duty, breach of trust or misrepresentation or otherwise, whether in respect of principal, interest or otherwise, whether actual or contingent, whether fixed or undetermined, whether admitted or disputed, whether known or unknown, whether owed jointly or severally and whether owed as principal, surety or in any capacity whatsoever and whether it arises at common law, in equity or by statute, in England and Wales or in any other jurisdiction under whatever applicable law, under any legal theory, and in any manner whatsoever.

“Mortgage Creditors” means creditors in respect of the secured portion of Liabilities owed by the Company in relation to the Mortgage Loans.

“Mortgage Loans” means loans entered into by the Company which are guaranteed by mortgages on real estate owned by the Company and by special voluntary lien on systems and machinery of the Company.

“Plan Attorney” has the meaning given to that term in Clause 4.1.

“Plan Claims” means the Secured Claims, the Demoted Unsecured Claims, the Unsecured Claims and the Disputed Unsecured Claims but does not include any Claims in respect of Excluded Liabilities.

“Plan Consideration” means the consideration to be allocated to each of the Plan Creditors, as applicable, pursuant to the terms of and as set out in the Concordato Proposal Document.

“Plan Effective Time” means the time at which the Concordato Proposal is irrevocably and definitively sanctioned by the Court of Trieste.

“Plan Portal” has the meaning given to such term in the Explanatory Statement.

“Plan Meetings” means each meeting of the relevant Plan Creditors to vote on the Restructuring Plan convening pursuant to the Convening Order (and any adjournment of such meeting).

“Proceedings” means any process, suit, action, legal or other proceeding including without limitation any arbitration, mediation, alternative dispute resolution, judicial review, adjudication, demand, execution, distraint, restraint, forfeiture, re-entry, seizure, lien, enforcement of judgment or enforcement of any security.

“Registrar of Companies” means the registrar of companies in England and Wales within the meaning of the Act.

“Released Party” means each of the following:

(w) the Company;

(x) the Shareholder; and

(y) any other member of the Group.

“Restructuring” means the financial restructuring of the Group in accordance with and as implemented through the Restructuring Plan, the Concordato Proposal Document and the other Restructuring Documents, and any and all compromises, arrangements, and/or agreements with persons that are not parties to the Restructuring Plan, as described in the Explanatory Statement.

“Restructuring Documents” means:

(z) this Restructuring Plan;

(aa) the Concordato Proposal Document; and

(bb) all other documents, agreements and instruments contemplated by the Restructuring Plan and/or the Concordato Proposal Document as necessary or desirable (as determined by the Company, acting reasonably) to implement or consummate the Restructuring.

“Restructuring Completion Time” means the time at which the Restructuring is fully implemented and completed in accordance with the terms of the Concordato Proposal Document and in, any event, on or before 31 December 2029.

“Restructuring Plan” means, the restructuring plan proposed by the Company under Part 26A of the Act in its present form or with or subject to any modifications, additions or conditions approved or imposed by the Court or approved in accordance with the terms of the Restructuring Plan.

“SACE” means SACE S.p.A., the Italian credit finance agency which issued Garanzia Italia pursuant to Law Decree no 23/2020.

“SACE Financing” means loan agreements entered into by the Company with financial institutions, as described in the Concordato Proposal Document, in each case guaranteed by SACE (pursuant to the Garanzia Italia) covering 90% of the total financed amount.

“SACE Financing Creditors” means the creditors in respect of the SACE Financing.

“Sanction Hearing” means the hearing of the Court on whether or not to sanction the Restructuring Plan, which took place on 25 August 2023.

“Sanction Order” means the order of the Court sanctioning the Restructuring Plan under section 901F of the Act.

“Second Supplemental Concordato Proposal Document” means the supplemental plan document dated 30 June 2023 (in respect of the amendment to the Concordato Proposal on 30 June 2023) supplementing and amending the terms of the Original Concordato Proposal Document (as supplemented and amended by the First Supplemental Concordato Proposal Document).

“Secured Claim” means the Secured Portion of any Claim against the Company held by a Secured Creditor.

“Secured Creditor” means (a) Mortgage Creditors in respect of the Secured Portion of their Claim relating to the Mortgage Loans; (b) FRIE Financing Creditors in respect of the Secured Portion of their Claim relating to the FRIE Financing and (c) SACE in respect of the Secured Portion of its Claims relating to the SACE Financing.

“Secured Portion” means, in respect of a Secured Creditor, the portion of that Secured Creditor’s Claims, which represents the value, as at the Assessment Date, of the property of the Company that is subject to a security interest granted in favour, or for the benefit, of that Secured Creditor.

“Shareholder” means Luigi Cimolai Holding S.p.A., a joint stock company incorporated under the laws of Italy, its registered office in Rome (RM), Viale Pasteur no. 49 and operating office in Porcia (PN), Corso Lino Zanussi no. 26, and registration number 02396610301 with the Companies Register of Rome.

“Termination Date” means the earlier of: (i) the Restructuring Completion Time; (ii) the date on which the Concordato Proposal is rejected by the Court of Trieste; or (iii) the date on which the Concordato Proposal is validly terminated in accordance with applicable Italian bankruptcy law (other than by reason of limbs (i) and (ii) above).

“Unsecured Claim” means any Claim against the Company held by an Unsecured Creditor.

“Unsecured Creditor” means all unsecured creditors of the Company including but not limited to the following creditors (but excluding the Disputed Unsecured Creditors and creditors in respect of Excluded Liabilities):

(cc) suppliers of the Company, as described in the Concordato Proposal Document;

(dd) smaller companies in respect of certain payables (including receivables claimed by smaller companies), as described in the Concordato Proposal Document;

(ee) Argentex Group PLC, Alpha FX Europe Limited (Malta), Hamilton Court Foreign Exchange Limited, Western Union International Bank GmbH and AFEX Corpay Markets Europe LTD as counterparties in respect of derivative contracts entered into by the Company that are not disputed;

(ff) SACE Financing Creditors in respect of the SACE Financing not guaranteed by the SACE-issued Garanzia Italia and certain of the remaining SACE Financing;

(gg) bondholders in respect of €40,000,000 2.4% amortising notes due 7 February 2027 issued by the Company on 7 February 2020;

(hh) Group companies in respect of intercompany commercial receivables, as described in the Concordato Proposal Document;

(ii) directors in respect of fees payable, as described in the Concordato Proposal Document; and

(jj) banks and other lenders in respect of other debts, as described in the Concordato Proposal Document.

“Unsecured Portion” means, in respect of a Secured Creditor, the total amount of all its Claims against the Company as at the Assessment Date; less the Secured Portion of such Claims.

2.2 Interpretation

In this Restructuring Plan, unless the context otherwise requires or otherwise expressly provides:

(a) references to Clauses and Schedules are references to the Clauses of, and Schedules to, the Restructuring Plan;

(b) references to a person shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(c) references to an enactment, a statute or statutory provision or any subordinate legislation include the same as subsequently modified, amended, supplemented or re-enacted from time to time and to any instrument or order made from time to time under such enactment, statute, statutory provision or subordinate legislation;

(d) references to an agreement, deed or document shall be deemed also to refer to such agreement, deed or document as amended, supplemented, restated, varied, replaced and/or novated (in whole or in part) from time to time and to any agreement, deed or document executed pursuant thereto;

(e) references to an agreement, deed or document shall include any schedules, annexes and appendices to such agreement, deed or document;

(f) references to (or to any specified provision of) the Restructuring Plan shall be construed as references to the Restructuring Plan as in force for the time being;

(g) the singular includes the plural and vice versa and words importing one gender shall include all genders;

(h) headings to Clauses are for ease of reference only and shall not affect the interpretation of the Restructuring Plan;

(i) unless otherwise stated, all references in the Restructuring Plan to times are to London time;

(j) the term “including” is without limitation;

2.3 “€”, “EUR”, and “euro” denote the currency of those member states of the European Union that adopt or have adopted, and in each case continues to adopt, the euro as their lawful currency in accordance with the legislation of the European Community relating to Economic and Monetary Union.

3 Effectiveness of the Restructuring Plan

3.1 This Restructuring Plan provides for a compromise and arrangement between the Company and each of its Plan Creditors in respect of all the Plan Claims such that they shall receive equivalent treatment to their proposed treatment under the Concordato Proposal.

3.2 This Restructuring Plan shall implement the Concordato Proposal in its entirety and the terms of the Concordato Proposal (as set out in the Concordato Proposal Document) shall be incorporated into this Restructuring Plan such that (without limitation):

(a) the Plan Claims of the Plan Creditors shall be compromised in accordance with paragraph 11 of the Original Concordato Proposal Document, as supplemented by paragraph 3 of the Second Supplemental Concordato Proposal Document (and as reflected and described in the Concordato Proposal);

(b) the Company shall waive its right to commence, take or continue any English Law Proceedings or any Foreign Law Proceedings in respect of any Disputed Unsecured Creditor (other than JB Drax and the Al Bayt Joint Venture) which:

(i) votes in favour of the Concordato Proposal and Restructuring Plan; and

(ii) submits to the jurisdiction of the Court of Trieste in respect of the Concordato Proposal; and

(c) the Company shall not waive its right to commence, take or continue the JB Drax Proceedings or the Al Bayt Disputes irrespective of whether JB Drax or the Al Bayt Joint Venture:

(i) votes in favour of the Concordato Proposal and Restructuring Plan; and/or

(ii) submits to the jurisdiction of the Court of Trieste in respect of the Concordato Proposal.

3.3 The terms of the Restructuring Plan shall:

(a) apply to all Plan Claims and bind all Plan Creditors and their respective permitted successors and assigns and the Company; and

(b) apply to each other person that has undertaken to be bound by the terms of the Restructuring Plan and bind their respective successors and assigns.

3.4 Subject to Clause 11 (Effect of Termination) below, the Restructuring Plan shall become effective on and from the Plan Effective Time in accordance with its terms.

3.5 The Company shall promptly notify the Plan Creditors in writing of the effectiveness of the Restructuring Plan as soon as reasonably practicable following the occurrence of the Plan Effective Time.

3.6 Each of the Plan Creditors acknowledges and agrees that if the Concordato Proposal Document terminates in accordance with applicable Italian bankruptcy law (other than as a result of the Restructuring Completion Time having occurred), then the Restructuring Plan shall terminate and the execution, delivery or release of any deed, document or agreement in accordance with, or pursuant to, the Restructuring Plan shall be rescinded (insofar as legally possible) and deemed never to have become effective, and each relevant Plan Creditor and member of the Group, to the extent legally and practically possible, shall be put back into the position it was in prior to the date on which such deed, document or agreement was executed, delivered or released (as applicable), and each Plan Creditor and member of the Group shall, and shall use all reasonable efforts to procure that any necessary other party shall, execute such documents and perform such acts and things as may be required in order to do so.

4 Implementation of the Restructuring

4.1 With effect on and from the Plan Effective Time, in consideration of the rights provided to the Plan Creditors under this Restructuring Plan and notwithstanding any term of any relevant document, each Plan Creditor (including any person to whom a Plan Creditor has transferred its rights in respect of its Plan Claims after the Assessment Date):

(a) authorises, appoints, instructs, and empowers, and shall for all purposes be treated as having authorised, appointed, instructed, and empowered, the Company, as its lawful attorney and agent (the “Attorney”) of that Plan Creditor (or any person to whom a Plan Creditor has transferred its rights in respect of its Plan Claims after the Assessment Date) in respect of, represented by any duly authorised representative, to:

(i) enter into, sign, execute, notarise and, release (or authorise the release) and deliver (whether as a deed or otherwise), on behalf of each Plan Creditor (including any person to whom a Plan Creditor has transferred its rights in respect of its Plan Claim, to the extent applicable), the Restructuring Documents to which that Plan Creditor will be a party, for and on behalf of that Plan Creditor, such that each Plan Creditor will become a party to and be bound by those Restructuring Documents;

(ii) sign, execute and deliver all such deeds, documents, agreements, instruments, notices, transfers or instructions scheduled to, referred to in and/or contemplated by the Restructuring, including any Restructuring Documents, in each case which are required to be executed and/or delivered by or on its behalf, as the Company considers reasonably necessary or desirable to implement the Restructuring;

(iii) take any such other action as may be reasonably necessary or desirable to give effect to the terms of the Restructuring Plan and the Restructuring Documents to which they will be a party, to the extent required in order to give effect to the terms of the Restructuring Plan and the Restructuring Documents;

(iv) agree on their behalf any amendments to the Restructuring Documents to which they will be a party (and any amendments to the order of the steps contemplated by the Concordato Proposal) which the Attorney may deem necessary or desirable in order to ensure that:

(A) they reflect the terms of the Restructuring Plan, the Concordato Proposal Document and the transactions intended to be entered into in order to effect the Restructuring;

(B) any blanks are completed (including, without limitation, any dates, times, bank account details, notice provisions or legal entity names), lists of parties and/or signature blocks;

(C) the information and categories of information contained, or referred to, in any formula, schedule, annex or similar, signature blocks, parties provisions, notice details or blanks in those Restructuring Documents (including details of any exposures, commitments or principal claims) reflect the relevant information and categories of information as of the applicable date;

(D) the Restructuring Documents take into account any modification of, or addition to, the Restructuring Plan and/or the Restructuring Documents approved or imposed by the Court in accordance with Clause 10.1 (Modifications to the Restructuring Plan);

(E) those Restructuring Documents may be duly executed and delivered; and/or

(F) those Restructuring Documents are legal, valid, binding and enforceable upon the parties to them;

(v) grant powers of attorney (whether governed by English law or the laws of any other jurisdiction) with the same scope as those authorisations and directions provided by the Plan Creditors pursuant to this Clause 4 for the benefit of any specified person in order to sign, execute, notarise, apostille, and/or deliver all such deeds, documents, agreements, instruments, notices, transfers or instructions scheduled to, referred to in and/or contemplated by the Restructuring, including any Restructuring Documents, in each case which are required to be executed and/or delivered by or on its behalf, as the Company considers reasonably necessary or desirable to implement the Restructuring; and

(vi) carry out any related or ancillary actions that it considers necessary or desirable for the purposes of implementing the Restructuring, provided that such related or ancillary actions are in accordance with the Restructuring Plan;

(b) ratifies and confirms any actions that:

(i) the Attorney (acting by its director(s), officer(s), or other duly appointed representative as may be authorised by the Attorney from time to time for this purpose) may have taken or may take under the power of attorney granted pursuant to Clause 4.1(a); and

(ii) the Chair may have taken or may take in connection with the conduct of the Plan Meetings (including any exercise of discretion in accordance with the Explanatory Statement) provided that such actions are in accordance with the terms of the Restructuring Plan;

(d) agrees that save in the event of fraud, gross negligence and/or wilful misconduct, not to take any proceedings against any member of the Group (and its respective directors and officers) in respect of actions such member of the Group may have taken or may take in connection with the implementation of the Restructuring.

4.2 The authority granted under Clause 4.1(a) in favour of the Attorney shall be treated for all purposes whatsoever and without limitation as having been granted by deed.

4.3 Any transfer forming part of the Restructuring Plan shall be effected by means of the Concordato Proposal Document or by means of executing a form of transfer or other instrument or instruction of transfer falling within Clause 4.1(a)(ii) above.

5 Implementation of the Concordato Proposal

The Restructuring shall be implemented in accordance with the terms of the Concordato Proposal Document and shall become effective from the Plan Effective Time.

6 Calculation of Entitlements

Plan Creditors’ entitlements to Plan Consideration shall be calculated in accordance with the Concordato Proposal Document and the claims confirmation process under the Concordato Proposal as supervised by the Judicial Commissioner.

7 Registration of Sanction Order

As soon as reasonably practicable following the granting of the Sanction Order by the Court, the Company shall deliver the Sanction Order to the Registrar of Companies in accordance with Part 26A of the Act or advertise the same in the Gazette as may be required.

8 Releases

8.1 With effect from the Plan Effective Time, each Plan Creditor shall, irrevocably and unconditionally, fully and finally, waive, release and discharge forever to the fullest extent permitted by applicable law, any and all Liabilities, in each case that were ever owed, may be owing to or may hereafter become owing to it or any of its Related Parties, in any capacity whatsoever, by or from any and all Released Parties whatsoever, whensoever or howsoever arising, in connection with or by reason of or resulting directly or indirectly from a Released Party’s Assessment Claims or participation in the preparation, discussions, negotiation, sanction, execution or implementation of the Restructuring, this Restructuring Plan, and/or the other Restructuring Documents and all and any documentation ancillary or related thereto (including, without limitation, any steps, acts, or omissions for the purposes of achieving a restructuring transaction with respect to the Group and participation in any discussions and negotiations with stakeholders of the Group in any capacity, the execution of any Restructuring Document and the carrying out of the steps and transactions contemplated therein and in accordance with their terms).

8.2 Each release, waiver, and discharge effected by the terms of this Clause 8 shall not extend to any Liability:

(a) arising or resulting from gross negligence, wilful misconduct or fraud;

(b) against any Adviser arising under, or relating to, a duty of care owed to such Adviser’s client or arising under a duty of care to another person which has been specifically and expressly accepted or acknowledged in writing by that Adviser;

(d) for the avoidance of doubt, (other than in accordance with the terms of the Restructuring Plan or any Restructuring Document) owed to a Disputed Unsecured Creditor.

8.3 A Released Party shall be entitled to enforce and enjoy the benefit of and rely upon this Clause 8 whether or not it is a party to this Restructuring Plan. The parties to this Restructuring Plan shall not be entitled to rescind or vary any term of this Clause 8 in a manner prejudicial to a Released Party without the consent of the relevant Released Party.

8.4 On and from the Plan Effective Time, each Plan Creditor shall not commence or continue, or instruct, direct or authorise any other person to commence or continue any Proceedings in respect of or arising from any of the Claims released pursuant to this Clause 8.

8.5 On and from the Plan Effective Time, any and all of JB Drax’s Claims against the Shareholder (as primary debtor) in respect of the JB Drax Derivative Contract shall be compromised, and related Liabilities released, in the same manner as provided for under the LCH Concordato Proposal.

9 Stay of Proceedings

9.1 On and from the Plan Effective Time up to and including the Termination Date (other than by reason of the Restructuring Completion Time occurring, in which case the following undertakings shall continue past the Termination Date), each Plan Creditor (in each case, on behalf of itself and each of its successors and assignees) irrevocably and unconditionally undertakes that it will not:

(a) exercise any rights, remedies, powers or discretions (including any action to enforce any guarantee) under or in respect of any Existing Documents (or instruct any other person to do the same);

(b) commence, take or continue, or support any person commencing, taking or continuing, or instruct any person to commence, take or continue any Proceeding or other judicial, quasi-judicial, administrative or regulatory process in any jurisdiction whatsoever against any Released Party; and/or

(c) seize, attach and/or enforce or execute liens or judgments against the Company’s or any other member of the Group’s property or transfer, encumber, or otherwise dispose of or interfere with the Company or any other member of the Group’s assets or agreements to the extent such actions affect the Company’s or any other member of the Group’s assets in any jurisdiction (or instruct any other person to do the same), in each case arising out of or in connection with:

(i) the negotiation, preparation, implementation and/or consummation of the Restructuring Plan and the Restructuring Documents;

(ii) the execution of the Restructuring Documents; and/or

(iii) the execution of the Restructuring Plan or the taking of any steps or actions necessary or desirable to implement the transactions contemplated in the Restructuring Plan and the Restructuring Documents and the carrying out of the actions, steps and transactions contemplated by the Restructuring Plan.

9.2 However, this Clause 9 shall not:

(a) in any way impair or prejudice any rights of any Plan Creditor arising under any Restructuring Document (including as a consequence of non-compliance with the terms of any Restructuring Document, other than if such non-compliance or the consequences thereof have been expressly waived by the relevant Plan Creditor) or any remedy in respect of such right;

(b) apply to any claim or liability in respect of gross negligence, fraud or wilful misconduct by any Released Party; or

(c) in any way impair or prejudice any rights of a Plan Creditor to seek directions or an adjudication of the court in relation to the terms of the Restructuring Plan,

in each case, other than as contemplated by, and in accordance with, the terms of the Restructuring Plan or any Restructuring Document or with the intent of giving effect to the Restructuring and the Restructuring Documents, which for the avoidance of doubt includes the continuation by the Company of (i) the JB Drax Proceedings, (ii) the Al Bayt Disputes and/or (iii) the English Law Proceedings or Foreign Law Proceedings in respect of any other Disputed Unsecured Creditor which does not vote in favour of the Concordato Proposal and Restructuring Plan or submit to the jurisdiction of the Court of Trieste in respect of the Concordato Proposal.

10 General Restructuring Plan Provisions

10.1 Modifications of the Restructuring Plan

The Company may, at the Sanction Hearing, consent on behalf of itself and all of its respective Plan Creditors to any modification of, or addition to, this Restructuring Plan and / or any of the other Restructuring Documents or to any terms or conditions that the Court may think fit to approve or impose and which are otherwise necessary for, or assist with, the purpose of implementing the Restructuring, provided that such modification, addition, term or condition could not reasonably be expected directly or indirectly to change any right or obligation of or impose an additional obligation (by reference to such rights or obligations as are contemplated at the date of the Explanatory Statement) on any Plan Creditor or have a material adverse effect on the interests of any Plan Creditor under the Restructuring Plan. However, if such modifications could reasonably be expected directly or indirectly to change any right or obligation of or impose an additional obligation (by reference to such rights or obligations as are contemplated at the date of the Explanatory Statement) on any Plan Creditor or have a material adverse effect on the interests of a Plan Creditor, then a Company may not give such consent without the prior written consent of that Plan Creditor.

10.2 Assignments or transfers

(a) All Plan Claims shall be determined as at the Assessment Date. Neither Company shall be under any obligation to recognise any assignment or transfer of rights, benefits or interests in any Plan Claim after the Assessment Date for the purposes of calculating Plan Claims and neither Company has any obligation hereunder to any person other than the applicable Plan Creditors, provided that, where the relevant Company has received from the relevant parties notice in writing of such assignment or transfer prior to the Plan Effective Time, such Company may, in its sole discretion and subject to the production of such other evidence in relation to such assignment or transfer as it may reasonably require and to any other terms and conditions which such Company may consider necessary or desirable, agree to recognise such assignment or transfer for the purposes of calculating Plan Claims.

(b) Any assignee or transferee of a Plan Creditor shall be bound by the terms of the Restructuring Plan as a Plan Creditor.

(c) Each Plan Creditor acknowledges and agrees that, in the event that any Plan Creditor transfers or assigns its Plan Claim, the Company may, on or prior to the Plan Effective Time, make such amendments to the Restructuring Documents, in each case to the extent necessary solely to reflect the change in ownership of a Plan Claim.

(d) Each Plan Creditor authorises the relevant Company to consent to and enter into any amendments to the Restructuring Documents which are made in accordance with this Clause 10.

10.3 Obligations on days other than a Business Day

If any obligation is to be performed under the terms of the Restructuring Plan on a date other than a Business Day, the relevant obligation shall be performed on the next Business Day.

11 Effect of Termination

The Restructuring Plan will terminate if the Termination Date occurs (other than by reason of the Restructuring Completion Date occurring), upon which:

(a) the terms of and the obligations on the parties under or pursuant to the Restructuring Plan shall lapse and the execution, delivery or release of any deed, document, agreement, compromise and arrangement provided by the Restructuring Plan and any other documents relating to the Restructuring shall be of no effect and the rights of each Plan Creditor and the Company will not be affected and will be reinstated and remain in full force and effect, such that each Plan Creditor and the Company will be put back into the position it was in prior to the date on which such deed, document, agreement comprise or arrangement was executed delivered or released (as applicable); and

(b) the Plan Attorney shall immediately cease to be the agent and attorney of any Plan Creditor.

12 Notice

12.1 Any notice or other written communication to be given under or in relation to the Restructuring Plan shall be given in the English language in writing and shall be deemed to have been duly given if it is delivered by hand, email, posted on the Plan Portal, fax, pre-paid recorded delivery or international courier to the address or email address as set out below (or as may be notified by notice to Plan Creditors from time to time).

12.2 The addresses for notices are as follows:

(a) in the case of the Company, to Kirkland & Ellis International LLP, at email address: project_c@kirkland.com; and

(b) in the case of any other person, any address set forth for that person in any agreement entered into in connection with the Restructuring Plan.

12.3 Any notice or other written communication to be given under the Restructuring Plan shall be deemed to have been served:

(a) at the time of delivery if delivered personally;

(b) at the time of transmission if sent by email;

(d) 3 Business Days after the time and date of posting if sent by international courier; or (

e) when posted on the Plan Portal.

12.4 The accidental omission to send any notice, written communication or other document in accordance with Clauses 12.1 to 12.3 (inclusive), or the non-receipt of any such notice by any Plan Creditor, shall not affect the provisions of the Restructuring Plan.

13 Governing law and jurisdiction

13.1 The Restructuring Plan and any non-contractual obligations arising out of or in connection with them shall be governed by, and construed in accordance with, the laws of England and Wales and each Plan Creditor hereby agrees that the Court shall have exclusive jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute which may arise out of or in connection with the Explanatory Statement or any provision of the Restructuring Plan, or out of any action taken or omitted to be taken under the Restructuring Plan or any non-contractual obligations arising out of or in connection with the Restructuring Plan. For such purposes each Plan Creditors irrevocably submit to the jurisdiction of the Court, provided, however, that nothing in this Clause 13.1 shall affect the validity of other provisions determining governing law and jurisdiction as between the Company and the Plan Creditors, whether contained in any contract or otherwise.

13.2 The Restructuring Plan shall take effect subject to any prohibition or condition imposed by law.

DATED 25 August 2023

SECOND SCHEDULE

The LCH Plan Document

THE RESTRUCTURING PLAN

Claim No. CR-2023-001437

IN THE HIGH COURT OF JUSTICE

BUSINESS AND PROPERTY COURTS OF

ENGLAND AND WALES

INSOLVENCY AND COMPANIES LIST (ChD)

IN THE MATTER OF

LUIGI CIMOLAI HOLDING S.P.A.

and

IN THE MATTER OF THE COMPANIES ACT 2006

RESTRUCTURING PLAN

(UNDER PART 26A OF THE COMPANIES ACT 2006)

BETWEEN

LUIGI CIMOLAI HOLDING S.P.A.

AND

EACH OF ITS PLAN CREDITORS (AS DEFINED HEREIN)

1 Preliminary

Recitals

1.1 Luigi Cimolai Holding S.p.A., is a joint stock company incorporated under the laws of Italy, its registered office in Rome (RM), Viale Pasteur no. 49 and operating office in Porcia (PN), Corso Lino Zanussi no. 26, and registration number 02396610301 with the Companies Register of Rome (the “Company”).

1.2 The Company filed the Concordato Proposal on 20 February 2023. The Restructuring Plan is a parallel process to the Concordato Proposal.

The purpose and effect of the Restructuring Plan

2 Definitions and Interpretation

2.1 Definitions

In this Restructuring Plan, unless defined otherwise, the following terms shall have the following meaning:

“Act” means the Companies Act 2006 (as amended from time to time) (UK).

“Assessment Claims” means the Plan Claims assessed as at the Assessment Date for the purposes of the Concordato Proposal.

“Assessment Date” means 19 October 2022.

“Business Day” means a day (other than a Saturday or Sunday) on which banking institutions in London and Italy are open for general business.

“Chair” means the chairman (as such term is used in the Act) of the Plan Meetings appointed pursuant to the Convening Order.

“Claim” means any claim or claims (including any contingent or disputed claims) in respect of any Liability of the Company to a Plan Creditor or any other claim or claims in respect of any Liability of the Company, including in each case (without limitation) any Assessment Claims, any claim or claims in relation to any Liability of the Company in respect of loss or damage suffered or incurred, whether directly or indirectly, as a result of or in connection with such Liability (including, for the avoidance of doubt, where relevant any interest accruing on, or accretions arising in respect of, such claims).

“Cimolai” means Cimolai S.p.A, a joint stock company incorporated under the laws of Italy, having its registered office at Rome (RM), Viale Pasteur No. 49 and operating office in Porcia (PN), Corso Lino Zanussi no. 26, and registration number 01507200937 with the Companies Register of Rome.

“Cimolai Concordato Proposal” means Cimolai’s proposta di concordato preventive (concordato proposal for composition with creditors in business continuity) pursuant to Article 84 of Legislative Decree no. 14 of 12 January 2019 (Italy), the terms of which are set out in the Cimolai Concordato Proposal Document, which was filed with the Court of Trieste in Italy on 20 February 2023, as subsequently amended on 29 April 2023 and 30 June 2023.

“Cimolai Concordato Proposal Document” means the plan document setting out the terms of the Cimolai Concordato Proposal originally dated 20 February 2023, as supplemented and amended on 30 May 2023 and 30 June 2023.

“Concordato Proposal” means the Company’s proposta di concordato preventive (concordato proposal for composition with creditors in business continuity) pursuant to Article 84 of Legislative Decree Number no. 14 of 12 January 2019 (Italy), the terms of which are set out in the Concordato Proposal Document, which was filed with the Court of Trieste in Italy on 20 February 2023, as subsequently amended on 29 April 2023 and 30 June 2023.

“Concordato Proposal Document” means the plan document setting out the terms of the Concordato Proposal originally dated 20 February 2023 (the “Original Concordato Proposal Document”), as supplemented and amended by the First Supplemental Concordato Proposal Document and Second Supplemental Concordato Proposal Document.

“Convening Order” means the order dated on or around 14 July 2023 made by the Court in the matter of the Company and in the matter of the Companies Act 2006 directing that the Plan Meetings be convened for the purposes of considering and, if thought fit, approving (with or without modification) the Restructuring Plan.

“Court” means the High Court of Justice of England and Wales.

“Disputed Unsecured Claims” means any Claim against the Company held by the Disputed Unsecured Creditor.

“Disputed Unsecured Creditor” means JB Drax.

“Excluded Liabilities” means each of the following:

(a) any Liabilities incurred after the Assessment Date;

(b) Liabilities which are preferred liabilities as a matter of Italian law, including payables to employees, VAT payments to suppliers and certain other debts, which will be paid in full as a result of their preferential status as a matter of Italian law; and

(c) Liabilities in respect of subordinated debt owed to affiliated companies which will be released in full on or promptly following the Plan Effective Time.

“Existing Documents” means any document evidencing or giving rise to the Liabilities owed by the Company to any Plan Creditor (in its capacity as such).

“Explanatory Statement” means the explanatory statement to the Restructuring Plan dated on or about 14 July 2023 required to be provided to the Plan Creditors pursuant to section 901D of the Act.

“First Supplemental Concordato Proposal Document” means the supplemental plan document dated 30 May 2023 (in respect of the amendment to the Concordato Proposal on 29 April 2023) supplementing and amending the terms of the Original Concordato Proposal Document.

“Group” means the Company and its subsidiaries (from time to time).

“JB Drax” means JB Drax Honorè (DIFC) Limited as counterparty in respect of the JB Drax Derivative Contract entered into by the Company (as primary debtor).

“JB Drax Derivative Contract” means the derivative contract entered into by the Company (as primary debtor) and Cimolai (as guarantor) with JB Drax.

“JB Drax Proceedings” means the Court proceedings brought by JB Drax against the Company and Cimolai in respect of the JB Drax Derivative Contract.

“JB Drax SFP” means the new quasi-equity instrument to be issued by the Company to Cimolai and certain other Group members pursuant to the terms of the Restructuring.

“Judicial Commissioner” means Alberto Cimolai as the judicial commissioner appointed by the Court of Trieste in relation to the Concordato Proposal.

“Liability” or “Liabilities” means any present or future obligation, liability, claim, debt, claims for specific performance, damages or restitution, counterclaims, suits, rights of action, or rights whatsoever or howsoever arising, including, without limitation, for the payment of money or the performance of an act or obligation or any failure to perform any obligation or any omission, whether for negligence, breach of duty, breach of trust or misrepresentation or otherwise, whether in respect of principal, interest or otherwise, whether actual or contingent, whether fixed or undetermined, whether admitted or disputed, whether known or unknown, whether owed jointly or severally and whether owed as principal, surety or in any capacity whatsoever and whether it arises at common law, in equity or by statute, in England and Wales or in any other jurisdiction under whatever applicable law, under any legal theory, and in any manner whatsoever.

“Plan Attorney” has the meaning given to that term in Clause 4.1.

“Plan Claims” means the Unsecured Claims and the Disputed Unsecured Claims but does not include any Claims in respect of Excluded Liabilities.

“Plan Consideration” means the consideration to be allocated to each of the Plan Creditors, as applicable, pursuant to the terms of and as set out in the Concordato Proposal Document.

“Plan Effective Time” means the time at which the Concordato Proposal is irrevocably and definitively sanctioned by the Court of Trieste.

“Plan Portal” has the meaning given to such term in the Explanatory Statement.

“Plan Meetings” means each meeting of the relevant Plan Creditors to vote on the Restructuring Plan convening pursuant to the Convening Order (and any adjournment of such meeting).

“Proceedings” means any process, suit, action, legal or other proceeding including without limitation any arbitration, mediation, alternative dispute resolution, judicial review, adjudication, demand, execution, distraint, restraint, forfeiture, re-entry, seizure, lien, enforcement of judgment or enforcement of any security.

“Registrar of Companies” means the registrar of companies in England and Wales within the meaning of the Act.

“Released Party” means each of the following:

(a) the Company;

(b) Cimolai; and

“Restructuring” means the financial restructuring of the Group in accordance with and as implemented through the Restructuring Plan, the Concordato Proposal Document and the other Restructuring Documents, and any and all compromises, arrangements, and/or agreements with persons that are not parties to the Restructuring Plan, as described in the Explanatory Statement.

“Restructuring Documents” means:

(d) this Restructuring Plan;

(d) the Concordato Proposal Document; and

(e) all other documents, agreements and instruments contemplated by the Restructuring Plan and/or the Concordato Proposal Document as necessary or desirable (as determined by the Company, acting reasonably) to implement or consummate the Restructuring.

“Restructuring Completion Time” means the time at which the Restructuring is fully implemented and completed in accordance with the terms of the Concordato Proposal Document and, in any event, on or before 31 December 2029.

“Restructuring Plan” means, the restructuring plan proposed by the Company under Part 26A of the Act in its present form or with or subject to any modifications, additions or conditions approved or imposed by the Court or approved in accordance with the terms of the Restructuring Plan.

“Sanction Hearing” means the hearing of the Court on whether or not to sanction the Restructuring Plan, which took place on 25 August 2023.

“Sanction Order” means the order of the Court sanctioning the Restructuring Plan under section 901F of the Act.

“Second Supplemental Concordato Proposal Document” means the supplemental plan document dated 30 June 2023 (in respect of the amendment to the Concordato Proposal on 30 June 2023) supplementing and amending the terms of the Original Concordato Proposal Document (as supplemented and amended by the First Supplemental Concordato Proposal Document).

“Termination Date” means the earlier of: (i) the Restructuring Completion Time; (ii) the date on which the Concordato Proposal is rejected by the Court of Trieste; or (iii) the date on which the Concordato Proposal is validly terminated in accordance with applicable Italian bankruptcy law (other than by reasons of limbs (i) and (ii) above).

“Unsecured Claim” means any Claim against the Company held by an Unsecured Creditor.

“Unsecured Creditor” means all unsecured creditors of the Company including but not limited to the following creditors (but excluding the Disputed Unsecured Creditors and creditors in respect of Excluded Liabilities):

(e) creditors in respect of certain unsecured loans of the Company, as described in the Concordato Proposal Document;

(f) suppliers of the Company, as described in the Concordato Proposal Document; and

(f) the sole director of the Company relating to accrued compensation, as described in the Concordato Proposal Document.

2.2 Interpretation