ITALY/INTERNATIONAL. Autogrill Group’s directors today approved a major corporate reorganisation, flagged earlier this year as a move to separate the Italian F&B operations from the company’s core business in other markets. When we reported the initial move in April, members of the investment community suggested it could be the precursor to a fresh round of M&A activity in the travel F&B sector (see below).
The Reorganisation Project will see the creation of three limited liability companies, whose corporate capital will be held by Autogrill – specifically Autogrill Italia, Autogrill Advanced Business Service and GTA. These will each be converted into joint stock companies, effective from 1 January 2018.
Autogrill will contribute capital of €156,498,497 into Autogrill Italia, representing payment for the divisible capital increase, with a share premium.
Autogrill Advanced Business Service, which will perform support functions related to group subsidiaries, will have a contribution of €3,203,815 from the parent company.
Autogrill will contribute €333,176,172 to the GTA division (which will subsequently change its name to Autogrill Europe). This unit will include the departments covering Southern Europe and Continental Europe and also the shareholdings – currently held directly by Autogrill – in a number of national companies. These are: Autogrill Austria GmbH (Austria), Autogrill België NV (Belgium), Autogrill Czech s.r.o. (Czech Republic), Holding de Participations Autogrill S.a.s. (France), Autogrill Deutschland GmbH (Germany), Autogrill Hellas E.P.E. (Greece), Autogrill Poland Sp. z o.o. (Poland), Autogrill gostinstvo in trgovinad.o.o. (Slovenia), Autogrill Iberia S.L.U. (Spain) and Autogrill Schweiz A.G. (Switzerland).
Once the Reorganisation Project is completed, Autogrill will manage its geographical presence through the following wholly-owned subsidiaries: HMSHost Corporation, managing group activities in North America and International; Autogrill Europe, managing business in Continental and Southern Europe, plus Autogrill Italia.
The details were previously outlined on 28 September. Autogrill said that its Reorganisation Project will provide it with “more flexibility to better develop alliances/joint ventures in the different business areas”.
It would also allow it to communicate a better understanding of the company to investors, to improve corporate governance and to redefine the structure “in line with its international and multi-channel nature”.
As noted above, when the plan was first revealed in April, it was seized upon by some investors as a signal that Autogrill would eventually sell one or more of the divisions that it planned to separate.
Equity research group Kepler Cheuvreux said at the time: “The operation will simplify Autogrill’s corporate structure with the listed parent company just carrying out administration and management activities of the operating subsidiaries in Italy, the rest of Europe and HMSHost (where the North American and international business is concentrated).
“Before this operation, any deal involving the separation of the Italian business was made difficult by the operating status of the holding company (the Italian business being “inseparable” from the listed parent company). When completed, Autogrill would have full flexibility to buy/sell/combine any of its activities with other sector players, such as Elior or SSP.”
In September the same analyst noted that once the restructuring is complete, “Autogrill might become more suitable for a deal in the industry … this could provide room for diversification and synergies.”
We will bring you more news on this developing story soon.
