GES.A.P. Spa is the airport management company for Palermo’s “Falcone Borsellino” Airport. It has a fully paid up share capital of € 21,579,370.00 and company assets (including the share premium account) of € 36,910,639.50 distributed between the Regional Province of Palermo, the Municipality of Palermo, the Chamber of Commerce of Palermo, the Municipality of Cinisi, Confindustria Palermo (Italian Employers’ Association) and other minor partners.
In July 2010 the ENAC Board of Directors approved the GESAP Operating Agreementwhich can be said to be the main instrument for four-year planning and tariff trend regulation for airport infrastructures. Then, after having passed the Ministry of Transport and the NARS (Ministry of Economy)’s assessment as a result of its infrastructural investment plan and its quality and environmental protection plan for the management company and traffic expectations in the set period, it went on to obtain CIPE’s approval on August the 3rd of the following year. Given the fact that it took about five months to get CIPE resolution n. 60/2011 through to the Court of Auditors for due filing, this is in the general scheme of things, reasonable length of time.
As a result of this, ENAC and GESAP were prevented from signing the Operating Agreement until 18th of January; on that very same day, ENAC’s Director General sent a note filed under reference n. 07204/DG to the Ministry of Transport and the Ministry of Economy requesting endorsement via the appropriate inter-ministerial decree; indeed, regulations rule that new tariffs become effective within 20 days of publication of decrees on the Official Gazette of the Italian Republic.
But, when Legislative Decree n. 1 of 24th January was introduced, (Urgent Provisions for competition, infrastructural development and competitiveness) the whole process came to a standstill because the innovations made to airport rights regulations had failed to consider on-going procedures which were severely jeopardised as a consequence.
Fortunately a solution was on its way in the form of Legislative Decree n. 5 of 9th February 2012 (Urgent Provisions on simplification and development) published on insert n. 27 to the Official Gazette of the Italian Republic n. 33 of 9th February 2012. To be specific, salvation arrived in the vest of article 22, paragraph 2 which provided for: “The transposition of the EC/2009/12 directive regarding airport rights, as per Chapter II, articles from 71 to 82, of decree law n. 1 of 24th of January 2012, that in any case allows for the completion of procedures already underway with regard to the stipulation of operating agreements with airport management companies, pursuant to articles 11-new article 9, of the decree law n. 203 of 30th September 2005 converted, with amendments, by law n. 248 of 2nd December 2005 and 17, paragraph 34 b, of the decree law n. 79 of the 1st of July 2009, converted with amendments by law n. 102 of 3rd of August 2009. Such procedures must reach their conclusion by and not after 31st December 2012 and in any case, the duration of operating agreements drawn up according to the provisions of the first period is set in compliance with applicable Italian and European Community regulations and their relevant tariff guidelines.”
So after all these tribulations and the setbacks caused by Legislative Decree n. 1 of the 24 January 2012, the go-ahead for signature of the inter-ministerial decree endorsing the ENAC GESAP Operating Agreement Contract could finally be given thanks to article 22, paragraph 2 of April 7th 2012 of the Legislative Decree n. 5 of the 9 February 2012 with publication on the Ordinary Insert n. 69 on the Official Gazette n. 82 of the 6th April, of Law n. 35 of 4th April 2012 which converted Legislative Decree n. 5/2012.
Once the signatures were placed on the inter-ministerial decree on 18thJune 2012, it was filed at the Court of Auditors on 3rdof August and published on the Official Gazette of the Republic of Italy n. 202 of 30thAugust. Pursuant to the above provisions, the new airport tariffs of the 2011-2014 Operating Agreement only came into effect on 19th September 2012 thus covering for 27 months rather than the intended 48 months.
After holdups and delays lasting almost two years and in a bid to facilitate the four year Investment Plan, the long-suffering shareholders passed a motion on 5th December 2012 for a paid increase in share capital from euros 21,579,370.00 to euros 25,246,365.05,with an overall premium of euros 26,333,494.25, to be paid in two instalments with the specification that the paid increase in share capital was to be deemed one single sum and, if on 30th June 2014 at least euros 1,000,822.05 has been underwritten, it had to be considered accomplished and completed pursuant to article 2439 second paragraph of the Italian Civil Code.
In the event of full underwriting of the said increase in share capital, the company assets (including the share premium account) will come to about 67 mln euros.