Yes to the exclusive to Unipol, 2,1 billion in funding, remuneration to the Premafin board up to the approval of the 2012 budget and roadmap. The veil has been lifted on the complex agreement between Unipol and Premafin – Fondiaria Sai. The agreement document, promptly requested by Consob to provide the market with complete information on the transaction, was only published late in the evening. At the end of a day still dominated by the investigations launched by the Milan prosecutor's office into the Ligresti galaxy and by rumors about the worrying situation of the Fonsai insurance group arrived in recent days from judicial sources. There was talk of an "alarming" situation and an investigation "more complicated than that of San Raffaele". On the table of the prosecution there is the suspicion that the real estate transactions in conflict of interest between Fonsai and the Ligresti galaxy have impoverished the insurance group, even if for now the only alleged crime remains that of obstructing the Supervisory Authority.
THE INTERVIEWS IN THE PROSECUTOR'S OFFICE
Yesterday Fondiaria Sai harshly replied in a note: “Comparing the situation of Fondiaria Sai to that of well-known and serious legal cases is highly damaging to one's reputation. And it is producing negative impacts on the performance of the stock on the Stock Exchange”. To unravel the tangle of operations and conflicts of interest, the prosecutor's office has intensified talks in recent days. Yesterday the prosecutor Luigi Orsi, owner of the investigation, he heard the lawyers of the insurance group and today as a person informed of the facts also the deputy general manager of Isvap Flavia Mazzarella. Which suggests that there are also doubts about Isvap's control activity, which has never intervened in relation to real estate transactions in conflict of interest or consultancy in favor of the Ligresti. The lawyer of the Ge Capital fund, one of Premafin's creditors, also appeared in the prosecutor's office in the morning.
In judicial storm the Ligresti family, as expected, holds on. Jonella Ligresti not only does she not step back as president of Fondiaria Sai, a non-operative role after the resignation of operational powers last July, but she also remained among the candidates on Premafin's list for the renewal of the board. This sparked sparks among those who, like the creditor banks, would probably have preferred a sign of discontinuity. And some investors are already running away. There Alessandro Proto Consulting, who only last week announced that he held about 1% of Fonsai's capital as a strategic investment, made it known that he had sold all the shares in his possession excluding new purchases in the future: "The subjects interested in the company seem more interested to resolve personal issues than to enhance the industrial activity”, he explained. Meanwhile, after yesterday's debacle and this morning's negative start, Premafin shares (+0,88% after about +3%) and Fondiaria Sai (+6,6%) are recovering on the Stock Exchange.
DETAILS OF THE PREMAFIN-UNIPOL AGREEMENT
2,1 BILLION TO PREMAFIN AND FONSAI
The agreement published yesterday shows that the loans given by the banking system to Premafin and Fonsai amount to 2,1 billion. In detail, these are 1,05 billion euro of subordinated loans granted by Mediobanca to Fonsai, 322,5 million euro granted to holding company by seven banks led by Unicredit, 49 million from Banco Popolare and Bpm to the subsidiary Finadin, 100 million to Milano Assicurazioni. It's still. Banco Popolare has loan agreements with Immobiliare Milano Assicurazioni and Immobiliare Fonsai for a total of 48 million. Sai Investimenti Sgr, the group's asset management company, has two loan agreements for a total of 466 million euros, mainly due to Intesa, Unicredit and Mediobanca. At the expense of Marina di Loano there are 60 million towards Intesa and Bpm. If the more than 300 million euros of debts of Sinergia and Imco, the 'private' holding companies of the Ligrestis, upstream of the chain of control of Fonsai are also included in the calculation.
FEES FOR ONE YEAR TO THE PREMAFIN BOARD
Not only. It then emerges from the text that to the directors of Premafin, including the president Giulia Ligresti, who will resign in advance, as foreseen, will in any case receive the emoluments that they would have been entitled to until the natural expiry of their mandate (approval of the 2012 budget). In short, it is another year's salary which for Giulia Ligresti last year amounted to 2,12 million euros. But there will be sweets for many: for some Fonsai executives, the employment relationship in fact provides for end-of-mandate indemnities which total around 7,1 million euros in the event that the termination of the employment relationship takes place on the initiative of the company and 5,4 million if the termination occurs on the initiative of the manager.
IN THE CONTRACT THERE IS EXCLUSIVE TO UNIPOL
The document also shows that the exclusivity binding Premafin to Unipol is expressly governed by article 4 of the contract between the Bolognese company and the Ligresti holding company. This is the poisoned pill that has so far prevented Sator and Palladio from presenting their alternative recapitalization project to Unipol. Meanwhile Sator and Palladio have filed their own list
of candidates for the appointment of the corporate bodies of the insurance company in view of the meeting of 23, 24 April with Salvatore Bragantini first candidate on the list for the board and Giuseppe Angiolini for the board of statutory auditors.
ALREADY LATE ON THE TIMETABLE
Meanwhile, there is still a long way to go to concretely implement the Unipol-Fondiaria integration. And from the agreement we learn that the timing is now significantly behind the plan envisaged by Unipol in terms of defining the share swaps and the resolutions that Premafin must adopt in order to achieve the merger. The roadmap envisaged that the 15th March the boards of Milano Assicurazioni, Fonsai, Premafin and Unipol Assicurazioni establish the essential elements of the merger including the range of the share swap, that the Premafin board of directors also approve the financial statements and convene the shareholders' meeting for the capital increase reserved for Unipol. The Premafin board to approve the 2011 accounts and the increase reserved for Unipol is instead scheduled today. By the end of April, the original roadmap, which as mentioned has already been exceeded, awaits the measures by the authorities involved (Consob, Isvap, Banca d'Italia, Antitrust), after which the capital increases can start in May . Also at the end of May, the renewal of the boards of the companies of the Ligresti group is on the agenda with the entry of new directors approved by Unipol while by July it is expected ISVAP authorization to the four-way maxi-merger on which the shareholders' meetings will decide in August to then close the operation, with the signing of the merger deed, in November. Will they make it?
