RCS INCREASE: I PARTICIPATE. AND YOU? WHY NOT? TODAY PATTISTI COMPARISON. AND ROTELLI MAKES HAMLET
“Do you participate? I do, you don't, why not?" The RCS pact supporters will be tempted, in today's meeting, to resort to the torment of the unforgettable Enzo Iannacci to defuse a catchphrase that is much less entertaining but which has been hanging over the wallets of what remains of the RCS parlor since time immemorial: the increase in capital for the publishing group, whose troubles, aggravated by the publishing crisis, have been dragging on since the disastrous Spanish campaign.
Today, in fact, the members of the pact which controls 58,138% of the capital will have to pronounce on their intentions. In other words: 1) let people know, first of all, whether or not they intend to participate in the increase; 2) declare whether or not it intends to exercise the right to subscribe to the rights not opted by the participants in the agreement as provided for in the agreement; 3) discuss the possible extension of the pact to new members. Among these stands out Andrea Bonomi, president of Investindustrial and of the supervisory board of Bpm, who is ever closer to Mediobanca.
The outcome of the meeting on Friday between the banks exposed to the group undoubtedly contributed to making the meeting less dramatic. The banks, which have refused to create a "classic" guarantee syndicate (i.e. committed to guaranteeing the success of the operation), have made themselves available to guarantee the success of the operation in proportion to their debt exposure creditors Banca Intesa (about 300 million, 4,297% shareholder), followed by Unicredit. Mediobanca (13,699% shareholder) is exposed for around fifty million. Thanks to this lifeline, the board of directors was able to convene for the last week of May, the assembly that will approve the budget and will kick off the long-awaited and necessary increase.
In fact, to avoid bankruptcy, it is necessary to inject capital into the via Solferino coffers. For this reason, after a lot of hesitations, the board of directors on 26 March gave the green light to a "light" operation: 400 million by July and another 200 in 2015. The bare minimum to safeguard business continuity and have access to new lines credit from banks (Intesa Sanpaolo, Ubi, Unicredit, Bpm, Bnl) for a medium-term loan for a total amount of 575 million euros which will contribute to the restructuring of the 800 million debt that the company owes to banks, while the The missing 225 million will be repaid with most of the proceeds from the capital increase.
It is the compromise reached after a long confrontation between Fiat, Mediobanca, Intesa, the Pesentis and Pirelli on one side and the creditor banks, Unicredit in the front row, which to renegotiate the debts were asking for a larger capital increase or higher interest. RCS currently pays very low interest on the debt, equal to 2%: it is very unlikely that the next loan agreements will maintain such a favorable rate.
But the problems didn't end there. Thanks to the difficult economic situation, which makes money an increasingly rare commodity, there are not a few shareholders who have serious doubts about participating in the increase: on the one hand because Rcs Mediagroup would need much more ammunition to attempt a real financial and industrial turnaround and don't just float under the pressure of debt; on the other hand because investors who can neither hope for dividends nor capital gains, nor, as is right, hope to have a say in management.
Hence the list of "cold" partners both inside and outside the pact. Edizione Holding has already announced that it does not intend to participate in the operation. Giuseppe Rotelli himself, the relative majority shareholder who a few months ago "blew" the Toti family stake from Diego Della Valle, has not yet decided whether to participate in the capital increase. The Merloni group is "cold" among the partners in the pact, while Unipol is available at the end, which inherited the Fondiaria stake. Others stand at the window. Up to now, however, the performance of the share has been conditioned by the limited free float and by the frequent rumors about possible news within the circle of major shareholders, linked by a shareholders' agreement which will expire in February 2014. Today, with the prospect of to widen the purse strings in July, things could change.
In short, there is still thick fog on the increase pending the disclosure of the exact loss for the 2012 financial year, which recorded worsening accounts compared to the first estimates: consolidated revenues down to 1,598 billion, compared to 860 billion in 2011. EBITDA before non-recurring income and charges decreased to 61 million from 163 in 2011. EBITDA after non-recurring income and expenses decreased to 1,3 million from 142 million. Forecasts of estimated revenues for 2015 have also been reduced: 1.500 million, to the same level as those of 2012.
In this regard, the industrial plan elaborated by CEO Pietro Scott Jovane foresees the growth of digital activities which will pass from 14% of turnover in 2012 to 25% in 2015 and the simultaneous decrease in costs (100 million less).
Ebitda will grow from 4% of revenues in 2012 to 10% in 2015, i.e. to 160 million euros. While the investments planned for the period amount to 300 million euros, including extraordinary expenses such as restructuring costs. An expense to be financed with capital increases and real estate sales, which are also anything but easy.
