The shareholders' agreements between Gpi and Malacalza do not hinder the bond convertible into Pirelli shares. This is the opinion of the Professor Franco Rings which was asked for a pro veritate opinion by Gpi itself, the holding company that controls Camfin, in the board meeting held on 5 September last. "The shareholders' rules - reads the opinion - could in no case constitute an obstacle to the approval and execution of the transaction by the competent corporate bodies", said Anelli.
Firstly why “the issue by Camfin of a bond loan convertible into Pirelli shares in Camfin's portfolio (not contributed to the Pirelli blocking syndicate), as it constitutes an executive deed of the commitments undertaken by Camfin with the lending banks, functional to the return to the agreed exposure limits, is not subject to the consultation procedure envisaged by the shareholders' agreements between Camfin shareholders for the hypotheses of divestment of Pirelli shares, and does not determine, in the event of dissent by Malacalza Investimenti with respect to this transaction, neither any legal impediment to the execution of the transaction itself nor the activation of the exit procedure through the demerger of Gpi envisaged by the framework agreement between the shareholders of Gpi ”.
Furthermore, if the execution of the transaction "should result in an increase in Camfin's debt exposure (which would occur in the event that the funding raised as a result of the loan subscription was not entirely destined to extinguish the debt to the banks, with the consent of the latter), the implementation of the procedure of mere prior consultation between the shareholders envisaged by article 6 of the shareholders' agreement relating to Camfin would be required, which establishes that the consultation takes place at least 3 days in advance of the date of the board of Camfin which must resolve on the operation”.
And finally, only if the increase in exposure exceeds the threshold of 40 million euros, specifies Rings, the consent of all the participants in the shareholders' agreement would be required, as foreseen in article 4 of the pact. The shareholders' rules, states the jurist, "however, could in no case constitute an obstacle to the deliberation and execution of the transaction by the competent corporate bodies of Camfin, nor affect in any respect the validity and effectiveness of the acts performed by Camfin itself and the rights purchased from third parties". The board of directors of the holding company took note of this opinion and thus resolved to endorse these conclusions and to abide by them, for the purposes of the conduct to be implemented.
