If the times for the capital increase of the Premafin holding were to lengthen, Fonsai will take immediate action in order to verify alternative solutions that allow the pursuit of the recapitalization objective requested by Isvap. This was stated by Fonsai CEO Emanulele Erbetta in the extraordinary shareholders' meeting of Fondiaria Sai called to repeat the resolution of the March 19 meeting on the capital increase.
THE CONSEQUENCES OF THE MOVE OF THE JUDICIAL GUARDIAN OF THE TRUST SHAREHOLDERS OF PREMAFIN
The situation of the insurance hub has become even more complicated after yesterday the judicial custodian of the trusts Ever Green and The Heritage has asked to urgently convene an extraordinary meeting for the "review and possible revocation" of the resolution passed by the meeting of 12 June which had approved the capital increase of 400 million euro reserved for Unipol. Increase functional to the recapitalization of FonSai and the integration with the Bologna-based group.
The two trusts account for 20% of the holding and Premafin will probably have to convene the extraordinary assembly. “Should Premafin decide not to implement the resolution of 12 June and consequently to suspend the increase reserved for Unipol – explained Erbetta – also the timing of the execution of the FonSai capital increase should consequently be reviewed. The board's job is to identify the area of recapitalization of FonSai. On the one hand there is an encouraging and interesting industrial result. On the other hand there is a problem, which has remained, of re-capitalisation. So our focus is on finding the way to repatrimonialisation”. Erbetta nonetheless signaled that Fonsai is waiting to hear the outcome of Premafin's assessments, and only after that will it be possible to assess the impact that these requests have on the forecasts of the agreement with Unipol. In the meantime, he assured, the company is working towards a quick launch of the expected 1,1 billion capital increase.
HARPS AND MENEGUZZO READY FOR PRESSING
AMBER SIDES WITH UNIPOL
However, Arpe and Meneguzzo would be at the door again. Sator's representative, Sabrina Scotti, announced at the meeting that in the next few days the two funds will again illustrate an offer” and that they will challenge the ISVAP authorization of 20 June last for Unipol Gruppo Finanziario's entry into Premafin-Fonsai before the Tar. “The attitude of incomprehensible closure with respect to the offer of the two funds, which required a mere commitment to evaluate the proposals – Scotti pointed out – cannot be reconciled with Fonsai's interest in not excluding a priori any useful option for its recapitalisation. It is therefore possible to think that this attitude is symptomatic of the desire to favor different and pre-established interests”. In short, Sator and Palladio will not let go and will use "every instrument of protection envisaged by the law, including liability actions against directors who have taken decisions harmful to the company's interest and their rights".
Today the Amber fund, a shareholder with a lower stake of 1,65%, which had intervened in mid-October with a complaint to the board of statutory auditors, took sides in favor of the Unipol reorganisation. "We believe it is risky as well as dangerous for the company and for the market to further postpone a merger also considered by the directors to be undelayable", said Amber's representative during the meeting.
Assise that was convened for fear that the previous resolution could be challenged, given the communication only at a later time of the existence of an agreement between Premafin and Unipol relating to the indemnity agreements, and the company therefore decided to ask for the vote again of the partners. The members of the Ligresti family are absent, including the vice president of the company Jonella and the councilor Paolo. Yesterday night di Fonsai resolved to convene the ordinary shareholders' meeting, to be held no later than the deadline of 25 September, with the company liability action on the agenda. The CEO and the general manager will take care of the formulation of a detailed proposal for action and subsequently the recipients of the actions, the individual reprehensible conduct and the damage caused will be identified. The picture of Fonsai shareholders that emerges from the meeting is unchanged: Premafin with 35,7% of the ordinary share capital and Fonsai itself with 3,91%. Unicredit has 6,98%, Palladio 5,002%, Sator (Arepo) 3,01%. On the Stock Exchange Fonsai rises by 1,33%, Premafin by 1,74% and Unipol falls by 0,95%.
