The capital increase of Fondiaria Sai and Unipol is under way. The two boards of directors approved the start-up on 9 July and until 27 July of the offer on the Stock Exchange of the rights to subscribe to the planned capital increases. Transactions which at the moment still remain subordinated to the Consob exemption on the mandatory takeover bid on Premafin and the subsidiary Milan, expected by tomorrow morning, and the signing of the guarantee contract with the banks adhering to the consortium by the day prior to the offer. However, both Fonsai and Unipol's boards of directors adjourned in the afternoon to resolve on the issue price of the shares, the exact number of ordinary and savings shares to be issued and the relative assignment ratio under option.
Then continue with the integration with Unipol: the Fonsai board of directors confirmed the resolutions voted on 11 June by majority vote to continue with the activities for the definition of the terms and conditions of the operation to integrate the Bologna proposal. They voted against Salvatore Bragantini, Jonella Ligresti and Gioacchino Paolo Ligresti.
Meanwhile, 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. In a joint note, the two holding companies also specified that they had notified the appeal to all interested parties.
The Unipol option also collected the positive opinion of the Committee of independent directors. An opinion expressed by the majority and which, in addition to confirming the opinion given on 11 June, confirmed the concreteness of the integration operation with Bologna also in the light of events subsequent to that date. These include the new agreement between Unipol and Premafin with which the indemnity agreement and the limitation of the right of withdrawal were amended on 25 June to meet Consob requests, as well as the convocation by Premafin of the shareholders' meeting at the request of the custodian the judicial proceedings of the shareholder trusts of the holding company which, however, is accompanied by Premafin's will to implement the capital increase approved reserved for Unipol in any case.
Ultimately for the Committee the Unipol option appears "a fortiori to be - also in the light of the latest developments - the hypothesis that guarantees the greatest probability of carrying out the necessary recapitalization of the Company, in compliance with the recovery plan presented to ISVAP”.
However, the Committee also examined the latest offer presented by Sator and Palladio last June 28 but "considered supported in this sense by the considerations of the advisor Citi, that the same - even in its new formulation, while presenting the profiles of interest from a financial point of view repeatedly highlighted - is still characterized by a high degree of uncertainty, with particular reference to its effective practicability from a negotiation, authorization and decision-making point of view".
In any case, the board resolved to "continue with the activities aimed at verifying the feasibility of the alternative hypothesis in the event that, for whatever reason, the Integration Transaction should not be implemented".
