THE LAZIO TAR SAID NO TO PALLADIO AND SATOR. TODAY UNIPOL AND FONSAI AWAIT THE OK FROM CONSOB
The second section of the Lazio Regional Administrative Court rejected the requests of Sator and Palladio who asked for the suspension of the provision with which Isvap authorized Finsoe and Unipol to acquire control of Premafin and its subsidiaries. The administrative court ruled that there are no reasonable grounds to suspend the operation until any procedural defects have been removed.
Unipol thus wins the first round of the week which could be decisive for the fate of the insurance hub. Tomorrow, in fact, Consob will have to decide whether or not to give the go-ahead to the prospectuses for the Unipol and Fonsai capital increases, already halted a week ago. However, Isvap's decision makes it highly unlikely that Unipol and its creditor banks will grant a possible extension of exclusivity beyond 20 July at Premafin's request.
In the meantime, the links of the guarantee consortia are tightening up with the aim of being ready to go for the launch of the increase as early as next Monday, 16 July. The greatest burden will fall on Mediobanca and Unicredit while, according to rumors, other institutions involved (Deutsche Bank, Nomura, Crédit Suisse, Barclays and Ubs) have reduced their commitment. Morgan Stanley's response is still awaited. Complicating the game was the decision by the Fitch agency to withdraw the rating from Fonsai and Milano Assicurazioni.
Meanwhile, the ups and downs of shares on the Stock Exchange continue. Yesterday the Fonsai share lost 4,89%, closing at 63,25 euros against 84,15 euros last Thursday, when the price of the increase was set. Unipol also fell -3,18% to 14,32. However, Fonsai's general manager, Piergiorgio Peluso, has already made it known that the terms of the capital increase "should not reasonably change".
THE IMPREGILO SHAREHOLDERS' MEETING WILL BE HELD TODAY. THE JUDGE REJECTED IGLI'S APPEAL
The great confrontation can be held. Judge Vincenzo Perozziello of the civil court of Milan rejected the appeal filed by Igli (Gavio group, a 29,96% shareholder of Impregilo) against the collection of proxies made by Salini in view of the construction company's shareholders' meeting, scheduled for Tomorrow. The meeting can therefore take place as envisaged for the renewal of the board of directors, unless otherwise decided by the shareholders, considering that the court has set a new hearing to review the matter on 22 August next. In yesterday's hearing, it is noted that it was not possible to hear all the parties involved.
Meanwhile, the Lazio Regional Administrative Court has postponed Igli's appeal "to the merits" in which Consob is asked to intervene on Salini so that he can manifest his possible conflict of interest in the collection of proxies in view of the meeting . The appeal requested that the administrative judge urge Consob to remove "any information asymmetry existing between the solicitation of proxies promoted by Igli and that promoted by Salini".
The long series of controversies that preceded the meeting, requested by Salini to revoke the company's board of directors, does not end here. To inflame the eve even more is a statement from the president of Igli, i.e. Bruno Binasco himself, who has always been the operational soul of the Tortona group, who in a note hopes that "tomorrow at the Impregilo meeting only shareholders with the shares actually owned”. Basically, suspects Beniamo Gavio's trusted manager, after the deposit of the shares (which took place by law 10 days before the meeting), some shareholders would have sold a large amount of shares. For this reason, writes Binasco, “I hope that tomorrow Impregilo's shareholders' meeting will be attended and voted only by shareholders with the shares actually owned. It would be very serious if the future of Impregilo were decided by people who have sold their holdings".
Beyond the exchange of accusations and counter-accusations, it now seems certain that one of the first Italian proxy fights will take place tomorrow in Milan, with no holds barred or attempted compromises under the table. There will certainly be the crowd of big occasions: the 29,98% controlled by Igli is contrasted by a share of similar consistency by the challenger Salini. But the minorities, for once, will be the real tip of the balance: twenty-four from the vote, just over 80% of the capital is deposited with the company. The Amber fund alone will present itself with a 9% stake, with the declared intention of acting as the needle in the balance.
On the agenda, as mentioned, is the request by the Salini group to revoke the current board, chaired by the vice president of Unicredit Fabrizio Palenzona, and the appointment of a new board, led by Claudio Costamagna, ex Goldman Sachs . Behind the clash of armchairs there is a conflict of strategies. Salini proposes Impregilo's exit from businesses that are not consistent with the construction business. In this way, thanks in particular to the sale of the entire package in the Brazilian Ecorodovias, the company could create, together with Salini itself, a player in the construction field of at least European dimensions. In the meantime, shareholders would be rewarded with a substantial extra dividend made possible by the resources freed up by the divestitures.
Igli, 100% controlled by ASTM chaired by Gian Maria Gros-Pietro, is in total disagreement with this approach: motorway concessions, it is the thesis, are not only consistent with Impregilo's business but represent a common form of payment by of the clients. Not only. As the parable of Brazil demonstrates, highway management is good business. In any case, Impregilo is preparing to hold only 10% of the Brazilian company, while remaining in the syndicate agreement with the local partner, a guarantee for future business in a country with a high growth rate. Lastly, Impregilo opposes the super-dividend proposed by Salini with the proposal to buy back treasury shares at values close to the maximum. Igli, for his part, made it known that he will renounce the exercise of the same buyback, which will have two consequences: higher income for the minor shareholders but, above all (after the cancellation of the delivered shares) the increase in the stake held by the Igli itself over the threshold of 30 per cent, without the obligation of a takeover bid.
Finally, don't overlook Amber's position. The fund, according to rumors, intends to maneuver to optimize the income for minorities. That is, according to conjectures, he could vote in favor of the Salini motion trusting in Igli's reaction. Despite the official denials, the company of the Gavio group, which in the meantime has acquired Brebemi's capital, could react with the launch of a takeover bid. In short, a game that could reserve surprises after the battle with no holds barred to rake proxies and consents amidst accusations of all kinds. From those of Igli on the shares that have now left the Salini circle to Salini's reply which claims against the role of Mediobanca, which has always been close to the Gavio group which would maneuver in favor of Tortona. So far the duel has benefited minority shareholders who, in an asphyxiated Stock Exchange, have been able to count on the share's revaluation of 35% in the last six months. Starting tomorrow, however, things could change: no contender can really govern against a 30% shareholder.
