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Fonsai, debacle on the Stock Exchange: Consob takes time on prospectuses, increases are postponed

After the heavy start due to the steeply discounted price increases, a new tile for the large Unipol - The Commission has not yet received the authorization provision for the publication of the prospectuses - Paolo Ligresti attacks Mediobanca and Unicredit - the Pm Orsi meets the custodian of the Trust of Premafin – Proto is a candidate for strong partner of Fonsai.

Fonsai, debacle on the Stock Exchange: Consob takes time on prospectuses, increases are postponed

It's a debacle on the stock market for the insurance hub. Fonsai was again suspended due to an excess of 19% and Milano Assicurazioni returned to trading, after the volatility auction, down 10%. Premafin sells 6,4% while the board of directors is still in progress with the dissolution of the agreement with Unicredit on Fonsai as requested by the Antitrust on the agenda. Unipol also collapsed by 8,4%. The downward suspensions had already begun at the start of negotiations after the boards of Fonsai and Unipol communicated the prices of the capital increase. For Unipol the discount was 27,2% with respect to the theoretical ex-right price of the ordinary shares and 27,57% of the preference shares, calculated on the basis of the official Stock Exchange price on 5 July 2012. For Fonsai the discount is was 24,7% for ordinary and 24,9% for savings.

THE INCREASE OF FONSAI AND UNIPOL SLIDES

After the confirmation of the exemption from the takeover bid for Milano Assicurazione, which arrived in the morning, a new and unexpected halt to the schedule was recorded in the afternoon, while the deadline of 20 July when the exclusivity agreement with Unipol will expire is approaching. From Consob, which has chosen the path of greater insights, in fact the approval measure has not arrived for the publication of the information prospectuses. The two companies reported this in a statement. The calendar expected to start on Monday 9 July but was subject to the release, by today's morning, of the provision by Consob. Which certainly won't even arrive this afternoon. The Commission, Fonsai learned, "will not issue the provision authorizing the publication of the information prospectus today" and, therefore, today's resolution, with which the Board of Directors defined the terms of the capital increase cannot be considered effective”. Thus, the updating of the timing of the execution of the capital increase remains in the verification phase, "in agreement with the banks of the guarantee consortium in the process of being set up".

PAOLO LIGRESTI'S LUNGE: CONTINUED PRESSURE FROM MEDIOBANCA AND UNICREDIT

Between yesterday and today there have been new moves by the players involved in the match. Yesterday Sator and Palladio have appealed to the Lazio Regional Administrative Court against the provision with which Isvap authorized Ugf and Finsoe to acquire control of Premafin and its subsidiaries. Today the lunge came from Salvatore Bragantini, independent director elected from Sator's list, e Paul Ligresti who voted against the resolution taken by the Fonsai board of directors on the price increase by raising doubts about the guarantee consortium. Among the reasons, the fact that "the adhesions of the banks to the Consortium are not known, which have yet to be formalized", they argued, "they could still ask for significant modifications to the terms of the contract" and that "the contract with the Guarantee Consortium - contrary to market practice – does not give sufficient certainty as to the effective receipt of the amounts necessary to carry out the capital increase”.

But Paolo Ligresti, through the vehicle Limbo Invest, launches a new attack also against the Premafin board of directors arguing, in a letter, that Mediobanca and UniCredit have "exceeded the limits of protecting their rights" and Premafin's board of directors "suffered from its strong influence". Furthermore, Salvatore Ligresti's son maintains that "the Unipol transaction - as is clear to all - was conceived, structured and, as far as Premafin is concerned, effectively imposed by Mediobanca and UniCredit, Premafin's main creditors and of the Fonsai group" and that "the strong and continuous pressure exerted in recent months by these banks, including through public and private threats of enforcement of the pledges and consequent bankruptcy of Premafin (..), ground the serious suspicion that the decisions of the BoD of Premafin "have actually been hired" by the banks and that "therefore the Board has not fulfilled its duties of independence". Meanwhile, the judiciary also remains in the field and new surprises are not excluded. Today, in the late morning, the prosecutor Luigi Orsi met with the Guardian of Premafin's offshore trusts, Alessandro Della Chà, who asked for the convening of a meeting to review and possibly revoke the capital increase reserved for Unipol, also asking to suspend its execution until the assembly. Premafin, accepting the first request, however confirmed its willingness to proceed in the meantime with the increase reserved for Unipol.

PROTO, IN FONSAI WE WILL BE A STRONG PARTNER

The financier Alessandro Proto, CEO of Proto Organization, also makes himself heard again, reiterating his no to the Sator-Palladio offer: “We have been saying for weeks that the Sator-Palladio offer did not have the right requisites to enter the development of Fonsai and finally the various protagonists of this endless story that seems to have come to an end have also noticed it. We are ready. We have 200 million euros to invest in the insurance company and we will see how much such an investment will amount to in terms of shares". Proto is thus a candidate to be a "strong and decisive shareholder but, he said, above all we will follow the strategic line set by Unipol with which we have already started the first contacts". The financier then reiterates that behind the Proto Organization there are "foreign investors who believe in Italy and banks with which we have made agreements based on medium-long term investment strategies".

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