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Main transactions during the period and events subsequent to 30 June 2009

On 18 April 2008 the Board of Directors of the company approved the new Group company organisation which envisages:

  • the merger by incorporation of the Group Parent Ansaldo STS SpA (ASTS) of the two subsidiaries Ansaldo Trasporti - Sistemi Ferroviari SpA (ATSF) and Ansaldo Segnalamento Ferroviario SpA (ASF)
  • the liquidation and dissolution of the Dutch sub-holding company Ansaldo Signal NV (ASNV), transferring to Ansaldo STS the equity investments and all the other existing assets and legal relations.

The date of efficacy of the merger by incorporation of ATSF and ASF into Ansaldo STS SpA was 1 January 2009 for civil law, accounting and tax purposes. It was made by cancelling all the shares of Ansaldo Trasporti Sistemi Ferroviari and Ansaldo Segnalamento Ferroviario with no share capital increase by the merging company Ansaldo STS since it is a company wholly owned by it. The goal pursued with the merger is the rationalization of the operating activities performed by the Group in Italy by concentrating in one single company, the simplification of the current chain of control over the subsidiaries and the decrease of the costs associated with the group's company structure.

Regarding the dismissal of Ansaldo Signal N.V., since on 27 June 2008 the Dutch legislator implemented the Directive on cross-border merger operations with the issue of Deed no. 260/261, determined to proceed with the merger by incorporation of the subsidiary ASNV into Ansaldo STS SpA. The merger will be completed in compliance with Directive 2005/56/EC regarding cross-border merger operations of limited liability companies, implemented in Italy by Legislative Decree no. 108/2008 and, in the Netherlands, by Legislative deed no. 260/261 of 27 June 2008 and, residually, by the relevant national regulations. The proposed merger project was approved on 5 May 2009 by the Board of Directors of ASNV and on 6 May 2009 by the Board of Directors of Ansaldo STS.
Later, on 24 April 2009 the Board of Directors of Ansaldo STS approved the transaction.
The merger will be achieved by cancelling all the shares making up the share capital of ASNV and with no share capital increase of the merging company Ansaldo STS, as it is a wholly-owned company of Ansaldo STS. The purpose of the merger is the simplification of the current chain of control of Ansaldo STS, reducing costs and duplicates connected with middle subholding companies in the Group’s corporate structure companies, as ASNV is presently. This merger is also consistent with Ansaldo STS’s role and business strengthening process. The concentration in only one company of the management of equity investments at present performed by ASNV allows a clear decrease in the costs connected with the group business structure and prevents duplicates of company skills, time delays and complications deriving from the application of two separate regulations. The transaction will be performed during 2009 based on the financial statements of the two companies at 31 December 2008. The real legal effects of the transaction will be effective from the date of registration of the merger deed with the Register of Enterprises of the merging company, or any other date as may be indicated in the merger deed.

From 1 January 2009 the rebranding process of Group companies was completed with the change of the company name of the American subsidiary into “Ansaldo STS USA”, of its subsidiaries into “Ansaldo STS USA International Co.”, “Ansaldo STS USA International Projects Co.” and “Ansaldo STS Canada Inc.”. In order to keep a historical trademark in the US, such as “Union Switch & Signal”, Transcontrol Co., a subsidiary of Ansaldo STS USA Inc., changed its company name into “Union Switch & Signal Inc.”. Starting from 4 May 2009, Dominique Athanassiadis is the new Chief Executive Officer of Ansaldo STS France S.A..

In March 2009 Ansaldo STS, through the subsidiary Ansaldo STS Malaysia Sdn Bhd, acquired 40% of the share capital of Balfour Beatty Ansaldo Systems Jv Sdn Bhd, a company organised under the laws of Malaysia with the purpose of performing the contract for the supply and operation of signalling, telecommunications and electrification systems on the new railway line linking Ipoh to Padang Besar in North Malaysia. Under the shareholders’ agreements in force, Ansaldo STS Malaysia Sdn Bhd and Balfour Beatty Rail Sdn Bhd (holding the remaining 60% of the share capital of Balfour Beatty Ansaldo Systems Jv Sdn Bhd) have 50% of votes each at Shareholders’ and Board of Directors’ meetings.

In the first six months, Ansaldo STS also made through the subsidiary Ansaldo STS Australia an alliance agreement with Australian Rail Track Corporation to implement projects for signalling systems aiming at improving capacity, reliability and efficiency of corridors for coal transportation owned or managed by ARTC in New South Wales and Victoria. Revenues expected by Ansaldo STS for orders issued in pursuance of this agreement amounted to some EUR 153 million for the next three years. In the reporting period, Ansaldo STS obtained:

  • a contract for the construction designing and building of electrical/rail systems for the Naples Metro (Line 1) for EUR 53.7 million. The achievement of these additional projects will allow Ansaldo STS to increase significantly the overall value of the orders for the construction of the works of the Naples Metro. Ansaldo STS is already a Concessionaire for the Municipality of Naples of the designing and construction of all the civil and technological works of the entire Line 6, including the signalling and automation system and the relevant rolling stock, for an overall countervalue of EUR 533 million;
  • an order for the Taipei Metro with a value of EUR 214.2 million for the supply of electromechanical systems of the transport system. The project, which includes the related concern AnsaldoBreda for the supply of vehicles, has an overall economic value of EUR 334 million. The customer is DORTS (Department Of Rapid Transit Systems), expression of the local government of the Municipality of Taipei. The agreement covers the first stage of the Taipei Metro Circular Line and envisages a turnkey integrated system for the construction of the electromechanical works and the supply of the rolling stock for a 15.5 km-long line, with 14 stations (13 in viaduct and one underground), 17 vehicles and one depot. The line will be constructed using driverless technology with the CBTC (Communications - Based Train Control) radio system, the most advanced signalling system for metropolitan transport. The contract between the customer and the grouping of Ansaldo STS and AnsaldoBreda is expected to be signed in the first days of April, and operations are expected to begin within the end of 2015;
  • as Group parent agent of the Temporary Business Grouping formed with SIELTE SpA and SITE SpA, contract with Rete Ferroviaria Italiana SpA for the detailed and construction engineering and for the implementation of the Central Calculator System in the Palermo station. The overall amount of the new contract amounted to more than EUR 25 million of which Ansaldo’s share is EUR 19 million;
  • a contract for the supply to Siemens of ERMTS Level 2 onboard equipment for an overall value of EUR 16.8 million. ERMTS level 2 onboard equipment will be installed on 15 high-speed new-generation trains (Velaro D), built by Siemens and property of Deutsche Bahn AG, and will allow to manage the international passenger transport among Germany, Belgium and France. Thanks to the new contract, Ansaldo STS is now the only Company in Germany to having been awarded contracts for the supply of wayside ERTMS systems (through High Speed signalling systems) and onboard ERTMS systems (through the supply of safety equipment). The new order acquired represent to Ansaldo STS a further important step to strengthen its presence in Germany, the European market with the widest railway network;
  • through the subsidiary Ansaldo STS USA, a contract worth USD 25.8 million for the Long Island Railroad (LIRR) Harold and Point Central Instrument Location Interlocking Project;
  • in a consortium with Cobra the renewal of the 4-year contract for maintenance services on ETCS equipment and signalling on the 460-km long Madrid-Lleida line. The share of works of Ansaldo STS amounted to some EUR 33 million;
  • as leader of the temporary business grouping with AnsaldoBreda, the Company was selected by the General Contractor Saudi Binladin Group for the designing, construction and operation of the automated metro system to be built at the campus of the “Princess Norah Bint Abdurahman” Women’s University in Riyadh. The share of works of Ansaldo STS amounted to some EUR 149 million;
  • these days, the Ansaldo STS Group awarded an order of EUR 541 million for the construction of signalling, telecommunications and feed systems for the Ras Ajdir - Sirt coastline and the one to the mainland Al-Hisha – Sabha line, for a total 1,450 kms. Under the project of the Libyan transport company, the most innovative technologies of the sector, such as ERTMS/ETCS and GSM-R will be applied.

With effect from the closing of the market on Friday 20 March 2009, following the ordinary six-month review of the stocks included in the S&P/MIB index, Standard & Poor’s included Ansaldo STS’s shares in the S&P/MIB basket (now FTSE MIB). The FTSE MIB stock index represents the performance of the major 40 stocks listed on the MTA, selected on the basis of business representation, liquidity of the stock and capitalisation of the stock on the market.