Art. 185. Issue of bonds and debt securities by the project company
1. In order to create a single infrastructure or a new service of public utility, the project company set forth in Article 184, as well as the companies who are parties to a public-private partnership agreement in accordance with Article 3, paragraph 1, clause eee), can issue bonds and debt securities, including in derogation of the limits set forth in Articles 2412 and 2483 of the Italian Civil Code, provided they are intended to be underwritten qualified investors as defined pursuant to Article 100 of Legislative Decree No. 58 of 24 February 1998, except that the above qualified investors shall be understood in any case as also including the companies and other legal entities that are controlled by qualified investors in accordance with Article 2359 of the Italian Civil Code. Such bonds and debt securities can be dematerialized and may not be transferred to parties who are not qualified investors as defined above. Articles 2413, 2414-bis, first and second paragraphs, and from 2415 to 2420 of the Italian Civil Code, shall not apply to the securities issued in accordance with this Article.
2. The tender documentation must clearly indicate and distinctly highlight a warning regarding the high-risk profile associated with the transaction.
3. The bonds and debt securities, until the start of the licensee’s operation of the infrastructure or until the expiration of such bonds and debt securities, can be guaranteed by the financial system, by foundations and private funds, in the manner established by a Decree of the Minister of the Economy and Finance, together with the Minister of Infrastructures and Transportation.
4. The provisions set forth in paragraphs 1, 2 and 3 shall also apply to the companies operating in the management of the services set forth in Article 3-bis of Law Decree No. 138 of 13 August 2011, converted, with modifications, by Law No. 148 of 14 September 2011, the companies holding authorizations for the construction of infrastructures for the transportation of gas and storage concessions set forth in Articles 9 and 11 of Legislative Decree No. 164 of 23 May 2000, the companies holding authorizations for the construction of infrastructures that are part of the Development Plan of the National Electricity Grids, the companies holding authorizations for the realization of electronic communications networks set forth in Legislative Decree No. 259 of 1° August 2003, and the companies that hold individual licenses for the installation and supply of public telecommunications networks set forth in the above Decree No. 259 of 2003, as well as holders of the authorizations set forth in Article 46 of Law Decree No. 159 of 1° October 2007, converted, with modifications, by Law No. 222 of 29 November 2007. For the purposes of this paragraph, the decree set forth in paragraph 3 shall be adopted together with the Minister of Economic Development.
5. The guarantees, collateral and personal security, and of any other nature including assignments of collateralized credit, for purposes of guarantees assisting the bonds and debt securities can be set up in favor of the underwriters or even of one of their representatives, who shall be entitled to exercise in the name and on behalf of the underwriters all of the substantive and procedural rights related to such guarantees.
6. The provisions set forth in this Article shall not affect Article 194, paragraph 12, of this Code, in relation to the general contractor’s right to issue bonds as established herein.
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