IT IS A PROCESS ON THE EXCHANGE DURING THE WEEKEND
EVEN MILAN INSURANCE TAKES TIME IN FONSAI'S WAKE
Negotiations to the bitter end over the weekend with the mandate entrusted by the board of directors on Thursday to Emanuele Erbetta, after the first interim meeting with the CEO of Unipol Cimbri yesterday in Mediobanca. Fondiaria Sai (whose board of directors could already meet again tomorrow while the shareholders will meet on Tuesday) aims to review the swaps according to a report that would bring Unipol to 60% of the new post-integration group against the 66,7% desired by the Bologna-based company. A general go-ahead for the integration project, however conditional on a new revision of the values which was also shared yesterday by the board of directors of the subsidiary Milano Assicurazioni. With the markets closed after a lengthy council meeting, the company announced that it "at the moment does not recognize elements impeding the continuation of the negotiations, even though it has not taken any definitive decision regarding the proposed integration". The decision will depend on the negotiation of "an exchange ratio suitable for minority shareholders". Decisions, the company is keen to point out, which comply with the indications of the Independent Directors Committee. The solution to the impasse, however, is also probable through a revision of the Premafin debt restructuring plan through the total conversion by the creditor banks of the debt into equity.
ROLLER COASTER STOCKS, FONSAI -8,75%
BETWEEN STALL OF THE EXCHANGES AND LUNGE OF THE PROSECUTOR
While awaiting the outcome of the board of directors, the Milano Assicurazioni stock limited the drop by 2,80%, with Fonsai instead peaking at -8,75% after being suspended downwards and Premafin at -10,13%. Unipol was also bad, closing in the red by 7,3%, on a day in which the All Share index closed up by 0,80% and the other insurance companies closed in positive territory (+0,98% for Generali , Cattolica Assicurazioni +0,49%, Vittoria Assicurazioni +1,12%). In the last week, the stocks of the Ligresti galaxy have been on a roller coaster, moving in no particular order: on Thursday, for example, Fonsai closed up by 2,04% while Milano Assicurazioni, Premafin and Unipol closed down respectively by 2,33%. by 6,54% and 2,83%. Just two days earlier, on Tuesday 17th, all three stocks boosted their hikes: Fondiaria Sai +38,89%, Unipol +23,73% and Milano Assicurazioni +17,7%. On the same day, the public prosecutor filed for the bankruptcy of Im.co and Sinergia, the Ligresti holding companies through which the swirl of real estate sales passed which, according to the prosecutor's hypothesis, may have impoverished the insurance group. What is certain is that for the markets, in the absence of certain values on the exchange rate, it is increasingly difficult to navigate such a complex situation, where the already complicated four-way merger plan to ferry Fondiaria Sai out of the shallows is increasingly intertwined with the developments of judicial investigations that have tightened the knot around Salvatore Ligresti, head of the family empire that has dominated the galaxy of insurance companies and real estate holding companies.
LIGRESTI SUGGESTED FOR THE CRIME OF TRIGGING
PM ORSI, THE FOREIGN TRUSTS ARE STILL ACTING ON THE WILL OF THE LIGRESTI
After the crime of obstructing the supervisory bodies, Thursday evening the Milan Public Prosecutor's Office put Salvatore Ligresti in the register of suspects also for the crime of market manipulation while the Guardia di Finanza seized 20% of Premafin shares in the hands of tax haven trusts EverGreen and The Heritage managed by Giancarlo De Filippo, also under investigation for insider trading, and according to the prosecutor's office attributable to the Ligresti family. The investigating magistrate writes in the preventive seizure decree: Giancarlo De Filippo as trustee of The Heritage Trust and as asset manager of The Ever Green Trust and Salvatore Ligresti as head of the family that controls the Premafin group and as the subject to whom De's action refers Filippo carried out manipulation of the Premafin share market in the form of purchases of these shares carried out in the closing auctions of the MTA by the companies Darlis Anstalt, Alembert Associates and Okanda Stiftung, companies referred to the foreign trusts The Heritage Trust and The Ever Green Trust, subjects who conceal the interest of the Ligresti family, controlling shareholder of Premafin. Transactions that were capable of "artificially and continuously sustaining the closing auction price, as well as the official price, over the entire period between 2 November 2009 and 16 September 2010". In this way they caused a significant alteration in the price of Premafin shares "whereas, as a result of the fraudulent manoeuvre, they artificially caused the market price of Premafin shares to diverge (-28%) with respect to the NAV (-62%)".
For the prosecutor Luigi Orsi, initiator of the investigation, De Filippo's reasons on the operation of the trust are implausible and, as he writes in the seizure request, he believes that "Consob has well-founded reason to believe that foreign trusts move still in the orbit of Salvatore Ligresti's will”. In fact, Consob had reported to the Milan Public Prosecutor's Office not only the hypothesis of obstacle to the supervisory bodies but also that of manipulation of the price of the Premafin share. In his request for seizure, the prosecutor thus reconstructs the history of foreign trusts, from the friendship between De Filippo and Ligresti to Ligresti's declaration to Consob on his exit from the trust in 2003, from the series of real estate transactions between the companies controlled by De Filippo and some of the Ligresti, to the documentation relating to trusts held by De Filippo to which, however, he was formally extraneous. And he states: "on the basis of the elements summarized above, it is reasonable to conclude that since 2003 The Heritage Trust and The Ever Green Security Trust have been managed by Giancarlo De Filippo in a manner consistent with the interests of Salvatore Ligresti and in accordance with guidelines attributable to him ”.
THE FOREIGN COMPANIES OF THE CHILDREN ALSO ARE BEING EVALUATED BY BEARS
THE TURIN PROSECUTOR OPENS A FILE
Not only. On Friday afternoon, prosecutor Orsi met some senior Consob officials. The public prosecutor, as it emerges, now intends to also investigate the behavior of the three Luxembourg companies owned by Ligresti's sons who hold 30% of Premafin. These are Limbo, Paolo Ligresti, Hike Securities, Jonella Ligresti and Canoe, Giulia Ligresti, which each own 10,349% of Premafin. The objective is to understand whether the behavior of the three Luxembourg holding companies, whose business is allegedly managed by a trust company based in Milan, has been correct.
The ballet around the Premafin shares is justified by the need to keep the price of the shares high, since the Ligrestis, through the Sinergia group (therefore including Imco), had set up the shares as collateral for "substantial debts" to bank creditors Premafin. And this is because, the prosecutor's request for seizure of the shares explains, the credit relations between Sinergia-Imco and the lending banks provided for covenants by reason of which the decrease in the price of the Premafin shares would have imposed the repayment of the credits or the additional guarantees.
In the meantime, the Turin prosecutor's office, in concert with the Milanese prosecutors, has also opened a file on Fonsai, in the wake of the Milan investigation into the Premafin group, a decision which is motivated by the fact that Fonsai has its registered office in the Piedmontese capital. For the moment there are no suspects and no crime hypotheses have been formulated. But it is very probable that in the coming days, in addition to acquiring the investigation papers, the prosecutors will begin to listen to the first witnesses (and it is not excluded that another crime may emerge, that of false accounting following the Isvap complaint on provisions for insufficient claims reserves in 2010).
AT THE WINDOW WAIT FOR HARPS
THE MONEY IS THERE AND THE OFFER IS IMPROVEMENT
But there are those who are at the window waiting to be able to take advantage of the moves of the prosecutors. Last Monday, the same day in which Premafin approved Unipol's integration offer, Sator and Palladio moved their pawns again. "The agreement envisaged by Unipol lacks any legal, economic, industrial and financial reason", it is aimed only at guaranteeing unacceptable privileges to the Ligresti and at avoiding the bankruptcy of Premafin", they stated with the aim of warning the board and statutory auditors. A preventive denunciation that reminds the directors of the duty to act in the exclusive interest of the company and the statutory auditors to supervise and provide the necessary clarifications to the shareholders' meeting with the utmost urgency. Unipol's response was not long in coming. The company has mandated its lawyers to protect themselves from the information in the press release released by Sator and Palladio. But Arpe and Menguzzo didn't flinch and reiterated: “We made an offer, also in quantitative terms, which binds 450 million euros in favor of Premafin for the rescue of FonSai. The money is ready and the offer is currently valid until April 30th – said Arpe – We are waiting to see what the next steps and resolutions will be”.
