COURT OF FROSINONE Bankruptcy Section Arrangement with Creditors R. C.P. n. 04/2014 COGEME SOLUZIONI & TECNOLOGIA S.P.A. IN LIQUIDATION Judge: Dr. Andrea Petteruti Judicial Commissioner: Lawyer Antonello Lucchese DISCIPLINARY OF THE SALE PROCEDURE OF COMPANY BUSINESS UNIT AND COMPANY SHAREHOLDINGS COGEME SOLUZIONI & TECNOLOGIA S.P.A. IN LIQUIDATION AND ARRANGEMENT WITH CREDITORS BACKGROUND: The company COGEME SOLUZIONI & TECNOLOGIA S.P.A. in liquidation and arrangement with creditors, headquartered in Patrica FR - (Italy), Fraction Pantane, Via Ferruccia n. 18, and registered office in Milan (Italy), Via degli Olivetani n. 10/12, C.F. and P. IVA: 10367480158, registered with the Register of Companies of Milan, REA n. 1368310, filed on 04.11.2014, before the Court of Frosinone, application for admission to a pre-bankruptcy arrangement with creditors, in compliance with art. 161, paragraph 6, Italian L.F. (Italian Bankruptcy Law). In compliance with the Decree issued on 05.06.2014 by the Court of Frosinone, Cogeme deposited, on 06.27.2014, the concordat proposed, of liquidation nature, the plan and the documents referred to paragraphs 2 and 3 of art. 161, Italian L.F. (Italian Bankruptcy Law), containing the update of the financial statements of the company and giving full details on the financial performance of the same. By order issued on 10.07.2014 and filed on 10.08.2014, the Court of Frosinone declared open the procedure of arrangement with creditors, delegating Dr. Simona Di Nicola, as Judge, and appointing Lawyer Antonello Lucchese, as Judicial Commissioner. Judge delegated to the Procedure is, today, Dr. Andrea Petteruti. Object of Cogeme, is as follows:
"Manufacture of precision metal parts and metal processing in general; assembly of mechanical parts with each other as well as the production of equipment and mechanical appliances; production and sale of plastic products for automotive applications and in general, wholesale kinds of hardware; trade of machines for the processing of metals in general and for the manufacture of products in plastic material; activity of real representation for marketed products. The company may carry out any investment, real estate, manufacturing, commercial and financial that the administrative body deems necessary or useful for the achievement of the social aim, including the issue of guarantees or other guarantees and equity investments in other companies whose purpose is similar or related business, specifying that financial assets can not still be prevalent, or to the public "; The "group" Cogeme operates in the international market "business to business" of the mechanical components for the sector "automotive" of high precision through four companies located respectively in Italy, Romania, India (and Brazil - not object of this sale). It is in the bankruptcy procedure, also in conformity with the requirements of society Cogeme, to give effect to the sale of the joint business unit and stakes of the same, to preserve the industrial, technical and commercial know-how, goodwill total value and relationships with customers and suppliers, as well as preservation of jobs. Given that there is no evidence to resolve in a positive assessment of art. 503, paragraph 2, Italian c.p.c. (Italian Civil Procedure Law), as it is believed that, by mode of particular disciplined sales eventually applied to this procedure and taking into account the characteristics of the compendium, it is likely that the sale can take place at a 50% higher price compared to the value of the property determined in accordance with art. 568, Italian c.p.c. (Italian Civil Procedure Law), is in the intentions of the bankruptcy procedure hesitate "Assets for Sale" promoting and disciplining a "competitive race" and setting as initial price auction the resulting value by the "due diligence" performed by the same Procedure expert. For the effect, with this disciplinary, it is meant to regulate the procedure for the sale of assets described below. OBJECT OF THE PROCEDURE FOR SALE The procedure relates to the sale of assets, as a result of better identified and / or described, and to ownership of the company Cogeme Soluzioni & Tecnologia S.p.A. in liquidation and in arrangement with creditors.
The business unit (hereinafter the Business Unit) under lease (hereinafter the Contract Rent), signed on 05.13.2014 in the deed of Notary Dr. Angelo Busani, Rep. 28519 - Rec. 13433, made exclusively from goods, items and reports listed below and further described in annexes, which can be viewed through the "Data Room" for this purpose prepared: a) Goodwill and trademark "COGEME"; b) software licenses, website, trademarks as well as the additional assets, including archives and technical documentation, plans, drawings, programs, certifications and technology in general possessed by COGEME; c) machinery, specific and generic (including office equipment), equipment, and general and specific industrial and commercial equipment (including mobile walls, furniture and fixtures, miscellaneous minor); d) cars and vehicles in general; e) inventories of the stock (including raw materials, consumables, semi-finished products, work in progress and finished goods but not including products with low handling) (collectively, the "Stock"); f) contracts with customers and suppliers, including engagement letters, framework agreements, contracts and orders; g) employment relationships, as in the analytical list of names entered in the "Data Room"; h) contracts for service with Cogeme Romania and Cogeme India; i) contracts for supply of electricity, gas, water and telephone services and insurance contracts entered into by COGEME afferent to the business unit itself as well as all other possible contractual relationships necessary for the proper exercise of enterprise of the business unit; l) consultancy contracts; m) shareholding representing 100% capital of Cogeme Set Ro, headquartered in Micesti Arges Country - Romania; n) shareholding representing 79.99% capital of Cogeme Precision Parts India Private Limited, headquartered in Pune - India; the sale of the business unit does not include (by way of example): existing cash Cogeme S & T Spa;
Cogeme all claims of any kind under any name, no matter what the cause, the title or the origin, even if closely related to the exercise of the business unit; disputes in court and out of court (including labor ones) in progress at the date of signing of the Act of Purchase; the stake in Cogeme Brazil; real estate ownership in which the business activity is; machinery acquired with financial leasing contracts; machinery acquired with funding under Italian Law Sabatini (Italian Law n. 1329, 11/28/1965). ===== Following authorization decision made by the Court of Frosinone on 05.11.2014, Cogeme has signed on 05.13.2014, with the company TCH S.r.l., an Italian Company, with registered capital of 100.000,00, C.F. and P. Iva: 08304200960, based in Vicenza (VI), Via Strada Statale Padana Verso Verona n. 6, a contract, which became effective on 06.15.2014, through whom it was granted to the same TCH S.r.l. the rent of Business Unit of Cogeme S & T S.p.A. in liquidation and the usufruct on investments in companies subsidiaries (India and Romania). All assets, shareholdings, and rights, included in the aforementioned lease of company, are the subject of this sale. The duration of the mentioned Agreement Rent, with the main purpose of preserving the integrity of the structure of production and employment levels of the company, is equal to n. 12 months, with effect from the date of 06.15.2014, with tacit renewal for another six months and so for every subsequent expiration. Currently it is extended until 12.15.2015. Under art. 15.2 of the Agreement of Rent, it was reserved for the company TCH S.r.l. the preemption right pursuant to art. 3, c. 4, Italian L. 223/1991, for the purchase of that business unit as well as in investments in Cogeme Romania and Cogeme India, as more fully described in the documentation included in the established "Data Room". With reference to the aforementioned "Preemption Right" in art. 15.2, Contract Rent, subject to amendment authorized by order issued on July, 6, 2015, in the event that a third party formulate a viable proposal for the acquisition of the business unit, and in investments in subsidiaries, for a total value not exceeding 25.000.000,00 (Euros twentyfivemillion / 00), resulting contractor in the eventual competitive bidding, TCH S.r.l. can exercise its right of preemption within ten days of receipt of the
notification to be sent by registered mail by Cogeme in Arrangement with Creditors to TCH S.r.l., in compliance with the provisions of the Contract of Rent (thus subject to change). In case of bids from third parties, exceeding 25.000.000,00 (Euros twentyfivemillion / 00), the company TCH S.r.l. can exercise its right of preemption within 30 days from the date of receipt of the notification to be sent by registered mail by Cogeme in Arrangement with Creditors to TCH S.r.l.. Assets for Sale as first identified are better identified and described in the acts of the procedure and in the annexes included in the dedicated "Data Room" (on the website: http://www.procedure.it/concordatocogemesetspa) (by way of example: the proposed concordat, the descriptive surveys, appraisals, even sworn, about Sale of Goods, annexed to the proposal for an arrangement, the descriptive assessments and appraisals contained on attestation under art. 161, paragraph 3, Italian L.F., the Contract of Rent, the irrevocable offer to purchase by TCH, budgets and balance sheets of the Join and the estimated valuations prepared by consultants appointed by the bodies of the Procedure, the report ex art. 172, Italian L.F. (here understood as all recalled and later also called: the "Attachments"). In accordance with the provisions of the Contract of Rent, Cogeme received from TCH S.r.l. an irrevocable offer, dated June, 20, 2014, for the purchase of the Business Unit and the ownership of investments in Cogeme Romania and Cogeme India. Price offered by TCH S.r.l. is 23.500.000,00 (plus any charges and tax law) and is secured by a guarantee issued by the parent company Palladio Finanziaria S.p.A., headquartered in Vicenza, Strada Statale Padana Verso Verona n. 6 - CF: 03402170249. AUCTION CALENDAR AND AUCTION BASE PRICES Operations relating to the first experiment of sale, without immediate competitive auction, of the before described goods, will be held in Frosinone (Italy) - Via Anagni n. 15 at the office of Judicial Commissioner Lawyer Antonello Lucchese, with the Sales Delegate Lawyer Annamaria Petricca, on September, 01, 2015, 11:00 am, at the auction base price of 28.800.000,00 (Euros twentyeightmillioneighthundredthousand / 00) plus expenses and tax law. In case of lack of offers for the day fixed for the first sales experiment, operations relating to the Second experiment of sale, without immediate competitive auction, of the before described goods, will be held in Frosinone (Italy) - Via Anagni n. 15 at the office of the Judicial Commissioner Lawyer Antonello Lucchese, with the Sales Delegate Lawyer Annamaria Petricca,
on September, 07, 2015, 11:00 am, at the auction base price of 23.500.000,00 (Euros twentythreemillionfivehundredthousand / 00) plus expenses and tax law. TYPE AND METHODS FOR SUBMISSION OF BIDS For participation in each of the aforementioned sale experiments, interested parties (hereinafter: the "Bidders") must comply with the following requirements: each bidder, in order to be admitted to the sale, shall deposit, in a sealed envelope with sealing wax or equivalent instruments, suitable to provide security against tampering and uniquely with the Clerk of the Bankruptcy Court of Frosinone - Via Fedele Calvosa n. 1 - the purchase offer no later than the final deadline of 12.00 on the day, no holiday, prior to the date set for the execution of sales transactions (except Saturday). Offers submitted later will not be accepted. Each bidder, in order to be admitted to the sale, will have to deposit the offer personally or by means of a lawyer holding a special authority. In the event of a bid submitted by more parties, the same shall be deposited personally by all bidders or by a lawyer holding a special authority. In case of failure to comply with this requirement, the offer will not be accepted. It 's not permitted to submit bids for person and / or companies to be appointed. It 's not permitted to submit bids that are conditional, in whole or in part, in terms of any kind. Under penalty of disqualification, the offer, to be drawn up exclusively in Italian, must indicate and / or contain: the number of the Insolvency Procedure, an indication of the offered price (not less than base price) and a description of the goods for sale for which the offer is presented, with the specification that will not be accepted offers to purchase Partial or non-unitary Assets for sale, subject to competitive hesitance (the business unit, and stakes). Bank cashier s check, of an amount equal to 20% of the price offered, as a deposit, payable to: Arrangement with Creditors Cogeme S & T S.p.A. R.G. C.P. 04/2014 - Court of Frosinone. Copy of a valid identity document and a copy of the tax code of the bidders, as well as a business profile updated with the value of certification from which emerge the powers devices of the bidder, as well as copy of a valid identity document of the bidder in the name and on behalf of company. In the event that the offer is made by a lawyer holding a special authority, such power of attorney must be filed
together with the deed of participation, in original or certified copy and, if the warrant is issued by a legal entity registered in the Register of businesses, a business profile with updated certification values from which emerge the powers devices. Express declaration by the bidder to have read all the documentation concerning the corporate assets for sale, subject to competition, in particular the Agreement of Rent, the irrevocable Proposal of Purchase of TCH and the annexes and all the documentation relating to the investments, the proposed agreement and its annexes, the Declaration and its annexes, the Report pursuant to art. 172, Italian L.F., and its annexes, included on the website dedicated to this purpose. Otherwise offer will be declared inadmissible. The offer made is irrevocable and, in case of presentation of a single valid bid, goods for sale will be permanently awarded to the person who submitted the same bid, even if the bidder is not present or declares to give up the day of sale. Other forms of submission of the bid are not allowed. The deposit of the offer remains at the sole risk of the bidder where, for whatever reason, this does not happen within the time prescribed. If so, only filing date certified by the Registry of the Court of Frosinone will be considered valid. Bids received after date of expiration will not considered valid in any case. These bids will be considered as not filed at the aims of participation in the competitive procedure and its completion. OPENING METHOD OF THE ENVELOPE, EXAMINATION OF BIDS AND CONDUCT OF SALES OPERATIONS. At the presence of bidders it will be proceeded, in the office of Judicial Commissioner Lawyer Antonello Lucchese (site in Frosinone (Italy) - Via Anagni, n. 15), with the Sales Delegate Lawyer Annamaria Petricca, to open the envelopes containing the bids and to the subsequent operations necessary to achieve the award of Goods for Sale. Each entity who presented an offer must attend, either directly or through its delegate with special power of attorney notarized, the opening of the envelopes and offerings.
In case of submission of a single bid for the purchase of goods for sale, award will be done to the sole bidder, with the respect of the preemption right granted to the Company TCH S.r.l.. In case of presentation of more valid offers, there will be, simultaneously, a race which has as its base price the higher offered. Minimum increase will be equal to 100.000,00. Contractor for Sale of Goods will be considered the subject who will have offered the highest price at the outcome of the competition. In the event that all bidders declare not want to participate in the tender, or do not appear, goods will be awarded to the party submitting the highest bid. RULES OF PAYMENT OF THE BALANCE PRICE The signing of the final deed of transfer (hereinafter the: ''Act of Purchase") will be made once ended period for exercising the Right of Preemption on the part of the Company TCH S.r.l. and the completion of the procedure laid down by art. 47, Italian L. 428/1990. The contractor shall pay, together with the conclusion of the ''Act of Purchase", the residue hammer price (i.e.: the price mentioned in the report of award less the deposit paid, plus charges and tax law) by bank cashier s check payable to the Arrangement with Creditors C.P. n. 04/2014 - Court of Frosinone - or by bank transfer on the Procedure current account. In case of non-payment of the balance due, contractor is immediately revoked and permanently lose the deposit, deposited together with the bid. Alternatively, the payment of the bid price will be made by n. 6 (six) monthly installments of the same amount. Prerequisite to be admitted to a payment of the purchase price in installments is the simultaneous release (for the amount in installments) of bank guarantee on first demand (in original), issued in favor of the Procedure by a primary Credit Institution, where explicitly provided for: the waiving the benefit of preventive enforcement of the principal debtor (art. 1944, paragraph 2, Italian Cod. Civ.) (Italian Civil Law); the express waiver of any exception due to the principal debtor (art. 1945, Italian Cod. Civ.) (Italian Civil Law) and the express waiver of any exception regarding the bond matures in art. 1957,
Italian Cod. Civ. (Italian Civil Law), as well as the operability of the guarantee within fifteen days, with simple written request by Insolvency Procedure. In such a case, will be inserted, in the act of transfer, the retention of title clause of all goods for sale, until full payment of the balance due, in accordance with art. 1523, Italian Cod. Civ. (Italian Civil Law). In cases in which the contractor exercises his right to payment by installments of the price, the first installment shall be paid - in the same way mentioned above - on signing of the Act of Purchase. The contractor also must provide - on signing of the Act of Purchase to payment of the costs of registration and transfer of property and to the notary, which are and will be fully paid by the bidder. It will likewise be paid by the contractor the costs of cancellation of any registrations and / or prejudicial transcripts on goods. It must be specified that the securities deposited by any other bidders admitted to the competition will be retained and will be allowed to return to their not successful bidders only after the signing of the Act of Purchase. It should also be noted that the securities provided for participation in the sale will be used by the Procedure, subject to specific Judge authorization. =================== Following the positive outcome of the experiment of sale, documentation will be deposited, in accordance with art. 107, paragraph 5, Italian L.F. (Italian Bankruptcy Law). After the terms of art. 108, Italian L.F. (Italian Bankruptcy Law), without the sale is prevented or suspended and simultaneously spent also the deadline for the possible exercise of the Right of Preemption, the successful bidder will be convened and will be given a term, at the choice of Procedure, for drawing the final Act of Purchase. Procedure must adopt, at its sole faculty, until the conclusion of the Purchase action, suspension and / or revocation and / or cancellation of the sale, even under articles 107 and 108, Italian L.F. (Italian Bankruptcy Law). =======================
The sale of the business unit, and Investments in Subsidiaries, Assets as described before, will take place in the state of fact and law on which such goods and rights are at the time of delivery. The sale is not subject to the rules relating to the guarantee against defects or lack of quality and it will can not be revoked for any reason. Consequently, the existence of any defects, lack of quality or difference, including, for example, those related to administrative authorizations, or any needs arising from the adaptation of plant and equipment and / or equipment, for whatever reason are not considered, although hidden, but not highlighted in the documents made available to and / or from the Insolvency Procedure, can not give rise to any compensation, indemnity or reducing the price, having this also be taken into account in drawing up the auction base price. Excluded from the sale all credits earned prior to the date of signing of the final act of purchase. Movable property, equipment, machinery and equipment, will be transferred free of weights and / or constraints. Any adjustment of to the current regulations in the field of prevention and safety, so as those related to ecological and environmental protection, and in general any adjustments to the current regulations, will be borne by the buyer of the goods covered by this sale, who will bear any fees and charges, exonerating the seller from any warranty and / or liability and / or contingent, also not expected in this regard. The submission of an offer to buy, therefore, results in the express acceptance of the terms stated above. In particular, the bidder offer will result in acceptance: I) about Business Unit: of all the assets belonging to the compound, as described before, and in any case included and identified in the Contract of Rent and its Appendices, without exception, as seen and liked in the state of fact and law on which they are, and, in particular, without limitation, in intangible assets and property, equipment, with indemnifies of the Cogeme also from charges related to compliance with environmental laws, urban planning, fiscal and taxation; of the obligation to take all staff employed at Cogeme (currently employed by TCH S.r.l. under the Contract of Rent) with start and end of the union consultation procedure in art. 47, Italian Law 428/1990. of all contracts relating to the management of the company (without limitation and not exhaustive: contracts with customers and suppliers, service contracts, maintenance contracts, service, administration of natural gas and technical, to supply electric power, agency, insurance, consulting
contracts and rental, better specified in the Contract of Rent and its Appendices) that currently exist, in which the contractor will take over automatically, with the signing of the Act of Purchase. Of the obligation to purchase, excluding any and all exceptions, even the stock existing at the date of sale, whose consistency and price will be calculated according to the regulations in art. 3.3 of the Contract of Rent. In particular, the successful bidder will be borne, with the presentation of the bid, the obligations imposed on the grantor against TCH S.r.l., if the consistency of the store proves, in the Final Report, greater than the Initial (as defined in the Contract of Rent). Of the obligation to sign with Cogeme a lease for the property complex in which the work referred to Business Unit in the Contract of Rent is done, with effect from the date of signing of the act of purchase, according to the text substantially compliant with those set out in Annex "K" of the Irrevocable Purchase Proposal (made by TCH S.r.l.), with the annual fee to lease amounting to 150.000,00 (Euros onehundredfiftythousand / 00) plus charges of law and accessories. The explicit rejection by the "Assets for Sale" of all equipment purchased from Cogeme by resorting to leasing contracts (leasing) and loans governed by the Italian Law Sabatini, even if functional to the continuation of the Business Unit, as, by way of example, described and listed in the annexes to doc. 31 and documents 35 to 47 of the proposed concordat filed on June, 27, 2014. It is to specify that such machines are currently in possession of TCH S.r.l. and that the presentation of the bid will result in the express waiver by the contractor to enforce any right, claim, demand, claim, action, and exception relating to the unavailability of these assets and their non-inclusion in the scope of the competitive sale. II) About investments: of the factual, legal, law, economics, equity, fiscal, tax and financial conditions in which are Cogeme Set Ro and Cogeme Precision Parts India Private Limited in the awarding and the signing of the Act of Purchase. In particular, the contractor agrees, with the presentation of the bid, to indemnify Cogeme any exception, charge, complaint, right, action or compensation in connection with (i) the accuracy intrinsic and extrinsic of business data related to these investments; (ii) the existence, also manifested later Act of Purchase, of any operating losses or contingent liabilities, for whatever purpose, reason or cause, also resulting from tax audits and / or fiscal and / or exchange, of any kind, relatively to the positions held prior to the date of signing of the Act of Purchase.
Of the obligation to fulfill, with expenses fully placed at its own expense, the formalities relating to the cancellation of the usufruct granted on investments in favor of TCH S.r.l. under the Contract of Rent. ACCEPTANCE OF THE PROPOSAL ADVANCED THROUGH "IRREVOCABLE OFFER" PRESENTED BY TCH S.R.L. BY A MEMORANDUM DATED 06.20.2014 AND SUBSEQUENT AMENDMENTS. If the second sale without auction, set for the date of September, 07, 2015, at the base price of 23.500.000,00 (Euros twentythreemillionfivehundredthousand / 00) went empty, the Arrangement with Creditors R. C.P. 04/2014 Court of Frosinone Company Cogeme Soluzioni & Tecnologia S.p.A. in liquidation will provide to transfer immediately the goods on sale in this competitive process to the Company TCH S.r.l., by virtue of Irrevocable Offer to Purchase dated 06.20.2014 and its next modifications, with the eventual more modifications and supplements which can be decided by the Procedure, at the price of 23.500.000,00 (Euros twentythreemillionfivehundredthousand / 00). PUBLICATION OF DOCUMENTS REGARDING THE PROCEDURE A notice of sale containing a brief summary of the provisions of this "disciplinary" will be issued: once in the newspaper: "ITALIA OGGI", at least 30 days before the first auction; once in the newspaper: "THE FINANCIAL TIMES", at least 30 days before the first auction; once by notice board of the Court of Frosinone, at least 10 days before the first auction; once by up-loading the website: www.astegiudiziarie.it, at least 30 days before the first auction, and there it will remain until the signing of the final act of sale; once on the official website of the company Cogeme S & T S.p.A., at least 30 days before the first auction, and there it will remain until the signing of the final act of sale. A "data room" (on the website: http://www.procedure.it/concordatocogemesetspa) containing all data related to the subject of this competitive procedure was prepared in order to provide (subject to obtaining the necessary credentials to access confidential) any information regarding the size of the Business Unit, goods and rights forming part of the same, about the content of the Contract of Rent in place, its Appendices descriptive of the business, the Irrevocable Purchase Proposal received, with the Annexes concerning the proposed concordat, the Attestation and their attachments, the report ex art. 172, Italian L.F., and its Annexes, mode of participation in the sale and access to all other documentation useful to evaluate the presentation of offers to buy.
Judicial Commissioner reserves the right to amend this specification and / or supplement to the documentation available on the dedicated website up to five days before the completion of the first auction. For information, contact: - Judicial Commissioner - Lawyer Antonello Lucchese (office in 03100 - Frosinone (Italy) - Via Anagni n. 15), at the following addresses: PEC address: concordato.cogemesetspa@procedurepec.it E-mail address: lucchese.lfmlegal@libero.it - Sales Delegate (delegated on 07.10.2015) Lawyer Annamaria Petricca (office in 03100 Frosinone (Italy) Via Aldo Moro n. 87), at the following addresses: PEC address: avv.annamaria.petricca@interfreepec.it E-mail address: avvocatopetricca@interfree.it ========================== Informations and data acquired concerning the Procedure will be handled in compliance with current Italian privacy legislation.