CALL TO EXPRESS INTEREST | Opera Don Uva Amministrazione Straordinaria

CALL TO EXPRESS INTEREST

IN THE PURCHASE AND/OR LEASE OF THE BUSINESS OF THE BUSINESS AND RELATED ACTIVITIES

OF THE ECCLESIASTICAL ORGANISATION, CONGREGAZIONE ANCELLE DELLA DIVINA PROVVIDENZA

[COMPLETE VERSION]

The Extraordinary Commissioner for the Ecclesiastical Organisation, Congregazione Ancelle della Divina Provvidenza in Extraordinary Administration

Whereas:

The Ecclesiastical Organisation, Congregazione Ancelle della Divina Provvidenza, operates in the health sector and owns hospitals in the municipalities of Bisceglie, Foggia and Potenza;
on 19 December 2013 the Ministry of Economic Development admitted the Congregazione delle Ancelle della Divina Provvidenza to the Extraordinary Administration procedure in accordance with article 2, paragraph 2 of Law Decree n° 347 of 23 December 2003 turned into law and amended, by Law n° 39 of 18 February 2004 and appointed Bartolomeo Cozzoli, asExtraordinary Commissioner ;
on 21 January 2014 Trani law-court declared that the Congregazione delle Ancelle della Divina Provvidenza was insolvent in accordance with article 2, paragraph 2 of Law Decree n° 347 of 23 December 2003 turned into law and amended, by Law n° 39 of 18 February 2004;
the Extraordinary Commissioner is currently drafting the programme (the “Programme“) as per articles 54 et seq of Legislative Decree n° 270 of 8 July 1999 and article 4 of the Law of 18 February 2004;
in order for the Company to continue its activities and, in accordance with the provisions of article 8 of Law Decree n° 347 of 23 December 2003 turned into law and amended by Law n° 39 of 18 February 2004, in order to draw up the programme as per article 54 of Legislative Decree n° 270/99 in accordance with the requirements set out in article 27 of said Legislative Decree, the Extraordinary Commissioner intends to initially assess all those interested in purchasing and/or leasing the entirety or part of the company and the activities organised by the Congregazione delle Ancelle della Divina Provvidenza (the “Company Perimeter“).

in order to gather useful elements and information for drawing up the Programme, the Extraordinary Commissioner intends to seek expressions of interest which, inter alia, should the Programme approved by the Ministry of Economic Development have as its purpose the sale and/or lease of all or part of the company and/or business units [and/or holdings] held by the organisation which is currently in Extraordinary Administration (hereinafter, the totality of the business units [and/or holdings] held by the organisation are defined as the “Company”), may be used for purposes of identifying potential purchasers in respect of the holdings and procedure/s to be adopted for purposes of the possible sale and/or lease of the company, as well as to determine in greater detail the perimeter/s of the possible subject matter/s of the possible sale and/or lease. By way of non-limiting example, it should be noted that the Company comprises the following business units:

BISCEGLIE SITE

Ortophrenic Institute and Disabled and Disabled – Geriatric Area (area resulting from the remaining psychiatric patients who were not released as a consequence of Law 180 and 833) – 561 patients as of 31 May 2014;
30 Hospital beds for acute cases in the areas of Neurology, Cardiology and Pulmonology;
70 Intensive Rehabilitation Hospital beds code 56;
60 Alzheimer and correlated Dementia Rehabilitation Hospital beds;
240 RSA Geriatric and Disabled Hospital beds of which 20 currently covered by agreement with local health authorities;
Villa S. Giuseppe Functional Rehabilitation Facility: Rehabilitation Facility pursuant to article 26 on a residential basis (70 Hospital beds of which 20 Hospital beds subject to Post Acute-Care Intensive Rehabilitation Treatments), on an outpatient basis (10 treatments/per day) and on a domiciliary basis (75 treatments/per day);
20 Hospital beds Cancer Hospice.

FOGGIA SITE

Ortophrenic Institute and Disabled and Disabled – Geriatric Area (area resulting from the remaining psychiatric patients who were not released as a consequence of Law 180 and 833) – 256 patients as of 31 May 2014;30 Hospital beds for acute care in the areas of Neurology, Cardiology and pulmonology;
50 Intensive Rehabilitation Hospital beds code 56;
60 Alzheimer and correlated Dementia Rehabilitation Hospital beds;
240 RSA Geriatric and Disabled Hospital beds of which 120 currently covered by agreement with Foggia health authorities;
S. Maria multi-functional Centre – Rehabilitation Facility: Rehabilitation Facility pursuant to article 26 on a residential basis (40 Hospital beds), semi-residential (40 treatments), Hospital beds, on an outpatient basis (40 treatments/per day) and on a domiciliary basis (25 treatments/per day);
14 Cancer Hospice Hospital beds of which 12 currently covered by agreement with Foggia health authorities.

POTENZA SITE

273 Hospital beds (Rehabilitation Socio-Health Centre, formerly Ortophrenic Institute and Disabled and Disabled – Geriatric Area) – 230 patients as of 31 May 2014;
24 Intensive Rehabilitation Hospital beds code 56;
16 Intensive Rehabilitation Hospital beds code 60;
24 Hospital beds Alzheimer Centre;
97 RSA Geriatric and Disabled Hospital beds;
24 Hospital beds for Disabled RSA per patients remaining from psychiatric wards.

In consideration of the foregoing and having considered the matter, the Special Administrator

ASKS

all those interested in submitting an expression of interest for the Company, to send a written communication to the Extraordinary Commissioner in accordance with the procedures, terms and conditions set out below. The expression of interest may be made by individuals or legal entities, whether Italian or foreign who, in accordance with the legislation in force in their country of origin, meet the following requirements, where applicable: (i) they must not be subject to liquidation; (ii) they must not be subject to insolvency procedures or any other procedure denoting a state of insolvency, crisis or cessation of business activity or enforced management, in accordance with the legislation in their country of origin; (iii) they must not be subject to sanctions involving any prohibition on dealings with public authorities in accordance with the legislation in force in their respective country of origin. Presentation of expression of interest will not be allowed in the case of persons yet to be nominated, or acting as trustees or on behalf of third parties. Similarly, those finding themselves in one of the situations subject to control or a connection with another company taking part in the procedure may not participate.

Those interested must send their expression of interest drawn up in writing, in Italian or English, by means of registered mail with return receipt addressed to “Amministrazione Straordinaria della Congregazione Ancelle della Divina Provvidenza Via G. Bovio n. 80 – 76011 BISCEGLIE (BT) ITALIA – RISERVATA alla c.a. del Commissario Straordinario” with the reference “Manifestazione di Interesse in relazione alla vendita e/o affitto del Complesso Aziendale” (expression of interest regarding the sale and/or lease of the Company” or otherwise by means of certified electronic mail to the certified mail address: commissariostraordinariocdp@pec.it, by or before 2 pm (Italian time) on the date August 25, 2014 together with the following documents and declarations.

The expression of interest must be signed by the legal representative of the Interested Party or by a duly authorised legal representative.

It is necessary to enclose with the expression of interest, for information purposes, the following declarations and documents, drawn up in Italian or English:

(a) a brief profile of the activity performed by the person concerned and, by the group to which they belong, if any;

(b) a copy of the deed of incorporation and the applicable bylaws of the party concerned;

The Extraordinary Commissionerreserves the right to ask those interested, if necessary, to complete or provide clarification with regard to the contents of the certificates, documents and declarations submitted.

The expression of interest shall be received, by means of registered mail with return receipt or otherwise by certified electronic mail, by or before 2 pm (Italian time) on the date August 25, 2014 . It should be noted that those who had already expressed interest in the company perimeter prior to the date on which this notice is published shall reformulate their expression of interest in the manner set out above. Publication of this notice and receipt of the expression of interest and all related activities does not give rise to any liability of any type whatsoever on the part of the Congregazione Ancelle della Divina Provvidenza and/or the Special administrator, including on pre-contractual grounds. This notice constitutes solely a call to express interest, and does not constitute a call to bid or an offer to the public in accordance with article 1336 of the civil code, or a call to raise funds from the public pursuant to article 94 et seq of Legislative Decree n° 58/1998. It remains agreed that any decision regarding the sale and/or lease of the Company is in all cases subject to the authorisation of the Ministry of Economic Development, after consulting with the Supervisory Committee. This notice is subject to Italian law and the law-court of Trani shall have sole jurisdiction with regard to any and all disputes pertaining to it. This notice is published in Italian and English.

The Extraordinary Commissioner

Bartolomeo Cozzoli – Attorney at-law