Informazione
Regolamentata n.
0915-36-2026Data/Ora Inizio Diffusione 10 Settembre 2026 21:09:12Euronext Star Milan
Societa' :LANDI RENZO Utenza - referente :LANDIN02 - Cilloni Paolo Tipologia :1.1; 2.2 Data/Ora Ricezione :10 Settembre 2026 21:09:12 Data/Ora Inizio Diffusione :10 Settembre 2026 21:09:12 Oggetto :Execution of documentation relating to the
financial restructuring
Testo del comunicato
Vedi allegato
Press release
10 September 2026
www.landi renzogroup.com
1 Landi Renzo: execution of documentation relating to the financial restructuring
Cavriago (RE), 10 September 2026 The Board of Directors of Landi Renzo S.p.A. (the “ Company ” or “Landi Renzo ”), under the chairmanship of Stefano Landi, announces that on today’s date it has executed the Agreement in implementation of a certified restructuring plan pursuant to Article 56 of the Italian Crisis and Insolvency Code (Legislative Decree no. 14/2019, as amended, the “ CCII”) (the “Agreement ”) between the Company, its subsidiary Metatron S.p.A. (“ Metatron ”) and the financial institutions.
The Agreement provides, in summary, for a rescheduling of the maturities of the existing indebtedness, with repayment of the various debt components by 2030, together with measures for a partial debt write-
off with earn-out rights and for the conversion of a portion of the unsecured debt into hybrid participating financial instruments, in amounts equal to approximately Euro 12 million and Euro 13 million respectively.
It is also provided that, in the event of subsequent liquidity events or disposals of certain equity interests, including through predetermined asset valuation mechanisms, for the allocation of the relevant proceeds to the early repayment of the indebtedness in an order of priority agreed between the parties. For the entire duration of the Agreement, the Company shall assume informational and behavioural undertakings towards the creditors, customary for transactions of such nature, including compliance with certain financial covenants effective from June 2027.
The effectiveness of the Agreement is subject to the fulfilment of certain customary conditions precedent linked to fulfilments agreed with the creditors, as well as to the completion by 1st November 2026 of the extraordinary transactions provided for under the agreements entered into with Heliaca Investments and WFS Italia on 29 April 2026: the merger by incorporation of Metatron into Landi Renzo, the demerger of the Green Transportation Business Unit to a NewCo and the subsequent contribution of the latter to WFS Italia, following which Landi Renzo will hold a minority stake in WFS Italia, as well as a majority participation in SAFE S.p.A. and a minority participation in Krishna Landi Renzo India Private Limited.
The execution of the Agreement represents the successful conclusion of the Negotiated Settlement of the Corporate Crisis (CNC) procedure initiated by the Company and Metatron with the application filed on 7 August 2025, as confirmed by the final report of the independent expert, Prof. Avv. Antonio Rossi, drawn up pursuant to Article 17, paragraph 8, of the CCII, which was filed electronically with the Chamber of Commerce on 9 September 2026.
In the context of the negotiations with the Financial Institutions, the Company was assisted by EQUITA Debt Advisory as financial adviser, with a team led by Fabio Cassi, and by Giliberti Triscornia e Associati as legal adviser, with a team led by Maura Magioncalda. The Financial Institutions were assisted by CRCCD as legal adviser, with a team led by Antonio Lombardo. The restructuring plan underlying the Agreement was certified by Franco Carlo Papa.
Press release
10 September 2026
www.landi renzogroup.com
2 As regards corporate law aspects, the Company availed itself of law firm Legance, with a team led by Alberta Figari.
Draft financial statements as of 31 December 2024 and 31 December 2025
It is recalled, as communicated to the market on 6 August 2026, that the Board of Directors, on the same date, approved the draft separate financial statements as of 31 December 2024 and 31 December 2025, as well as the consolidated financial statements as at the same reference dates, the delays having been caused by the need to await the completion of steps essential for the correct assessment of the going concern assumption. Following the positive resolution of two of the three uncertainties that had been identified by the Board of Directors when assessing the going concern assumption in connection with the approval of the draft financial statements as of 31 December 2024 and 31 December 2025, and in particular (i) the execution of the agreement in implementation of a certified restructuring plan pursuant to Article 56 of the CCII with the lending institutions in the context of the restructuring plan and (ii) the release of the final report of the Negotiated Settlement of the Corporate Crisis by the Expert, pursuant to Article 17, paragraph 8, of the CCII, the Board of Directors has today taken note of such circumstance, finding that for the purposes of the going concern assumption the only remaining material uncertainty is that connected with the completion of the extraordinary transaction with Westport Fuel Systems Italia S.r.l. (“WFS Italia ”) (including the corporate reorganisation transactions consisting of the merger of Metatron into Landi Renzo and the demerger of the “Green Transportation” business of Landi Renzo into a NewCo wholly owned by Landi Renzo and the subsequent contribution of the NewCo to WFS Italia) within the timeframe set out in the agreement executed with the counterparty (end of October 2026), at values consistent with those set out in the aforementioned restructuring plan and in line with the binding Investment Agreement executed with WFS Italia which is subject to certain conditions precedent, the occurrence of some of which depends on events outside the Company’s control. It follows, therefore, that the Board of Directors has amended and re-approved the draft separate and consolidated financial statements as of 31 December 2024 and 31 December 2025 solely to reflect the occurrence of two of the three main uncertainties relevant for the purposes of the going concern assumption, without making any numerical changes.
Income statement and balance sheet schedules and the statutory net financial position as of 30 June
2026
In the context of the preparation of the report drawn up pursuant to Article 2446 of the Italian Civil Code and Article 74, paragraph 1, of the regulation adopted by Consob resolution no. 11971 of 1999 as subsequently amended and supplemented (the “ Issuers' Regulation ”), the Board of Directors has today approved the separate income statement and balance sheet schedules of the Company as of 30 June 2026, showing positive shareholders’ equity of Euro 3,382,313 and a positive period result of Euro 2,795,670. The balance sheet schedules are attached to this press release and the data have not been
Press release
10 September 2026
www.landi renzogroup.com
3 audited by the auditing firm.
Report drawn up pursuant to Article 2446 of the Italian Civil Code and Article 74, paragraph 1, of the regulation adopted by Consob resolution no. 11971 of 1999 as subsequently amended and
supplemented
As already communicated to the market on 6 August 2026, the Company, as at 31 December 2024, recorded a loss of Euro 75,750,343.78 exceeding one third of the share capital, thus triggering the provisions of Article 2446 of the Italian Civil Code. The financial year 2025 also closed with a loss of Euro 12,684,651. The period result as at 30 June 2026 is positive and equal to Euro 2,795,670. Therefore, as at the most recent date, a situation of losses exceeding one third of the share capital persists, but not of a magnitude so as to reduce the share capital below the statutory minimum. The Board of Directors has today approved the Report pursuant to Article 2446. The report, together with the comments of the Board of Statutory Auditors, is being made available to the public today together with the remaining shareholders’ meeting documentation.
This press release is a translation. The Italian version prevails.
Landi Renzo is a global leader in the sustainable mobility and natural gas, biomethane and hydrogen infrastructure sectors. The Group is renowned for the extent of its international activities in over 50 countries, with export sales of almost 90%. Landi Renzo S.p.A. has been listed on Euronext Milan since June 2007.
LANDI RENZO
Paolo Cilloni
CFO and Investor Relator ir@landi.it Media contacts : Community Silvia Tavola – 338 6561460 Lucia Fava – 366 5613441
landirenzo@community.it
Press release
10 September 2026
www.landi renzogroup.com
4 INCOME STATEMENT AND BALANCE SHEET SCHEDULES AND THE STATUTORY NET FINANCIAL POSITION
AS AT 30 JUNE 2026
(Euro)
ASSETS 30/06/2026 unaudited 31/12/2025
Non-current assets
Land, buildings, plant, machinery and other equipment 5,239,146 6,053,757 Development costs 4,913,745 5,567,914 Goodwill 6,367,039 6,367,039 Other intangible assets with a finite useful life 1,744,853 2,626,041 Assets relating to rights of use 1,522,139 2,359,140 Equity investments in subsidiaries 34,597,656 33,522,985 Equity investments accounted for using the equity method 3,527,569 3,431,300 Other non -current financial assets 42,754 68,840 Deferred tax assets 13,230,133 7,461,282 Total non -current assets 71,185,034 67,458,298
Current assets
Trade receivables 23,706,549 22,588,928 Receivables from subsidiaries 18,446,683 16,624,994 Stock 28,901,755 28,451,760 Other receivables and current assets 3,809,244 3,490,690 Current financial assets 2,527,023 2,587,008 Cash and cash equivalents 5,879,959 7,989,385 Total current assets 83,271,213 81,732,765
TOTAL ASSETS 154,456,247 149,191,063
SHAREHOLDERS’ EQUITY AND LIABILITIES 30/06/2026 unaudited 31/12/2025
Equity
Share capital 23,525,881 23,525,881 Other reserves -22,939,238 -10,242,913 Profit (Loss) for the period 2,795,670 -12,684,651
TOTAL EQUITY 3,382,313 598,317
Non-current liabilities
Non-current bank borrowings 0 0 Other non -current financial liabilities 2,020,126 4,039,833 Non-current liabilities for rights of use 519,337 883,745 Provisions for risks and charges 15,623,251 16,938,699 Defined benefit schemes for employees 921,397 892,811 Non-current liabilities relating to derivative financial instruments 36,796 120,775 Total non -current liabilities 19,120,907 22,875,863
Current liabilities
Current bank borrowings 82,699,390 80,249,780 Other current financial liabilities 8,952,777 8,732,402 Current liabilities for rights of use 1,181,397 1,655,132 Amounts payable to suppliers 29,228,486 26,151,149 Amounts payable to subsidiaries 4,485,343 2,402,149 Tax liabilities 442,663 1,237,726 Other current liabilities 4,962,971 5,288,545 Total current liabilities 131,953,027 125,716,883
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES 154,456,247 149,191,063
Press release
10 September 2026
www.landi renzogroup.com
5 (Euro)
30/06/2026 unaudited
Revenue from sales and services 45,376,277 Other revenue and income 311,890 Cost of raw materials, consumables and goods, and change in inventories -26,409,935 Costs for services and use of third -party assets -10,288,185 Staff costs -6,805,793 Provisions, write -downs of receivables and other operating expenses -769,664 Gross operating profit 1,414,590 Depreciation, amortisation and impairment losses -4,606,269 Net operating profit -3,191,679 Financial income 25,890 Financial expenses -3,410,369 Foreign exchange gains (losses) 201,900 Income (Expenses) from equity investments 2,838,127 Income (expenses) from equity investments accounted for using the equity method 171,766 Profit (Loss) before tax -3,364,365
Tax 6,160,035
Profit (Loss) for the year 2,795,670
Press release
10 September 2026
www.landi renzogroup.com
6 (Thousands of Euro) 30/06/2026 unaudited 31/12/2025 A. Cash 5,880 7,989 B. Cash equivalents 0 0 C. Other current financial activities 2,527 2,587 D. Cash (A + B + C) 8,407 10,576 E. Current financial debt -83,799 -83,115 F. Current portion of non -current financial debt -9,035 -7,522 G. Current financial debt (E + F) -92,834 -90,637 H. Net Current financial debt (G - D) -84,427 -80,061 I. Non current financial debt -2,576 -5,044 J. Debt instruments 0 0 K. Trade payables and other non -current liabilities 0 0 L. Non current financial debt (I + J + K) -2,576 -5,044 M. Net financial debt (H + L) -87,003 -85,105
Fine Comunicato n.0915-36-2026 Numero di Pagine: 8