Times are short, but a new board of directors will need to establish the conditions for the RCS increase, already set for 28 April. The 400 million operation (plus 200 million in 2015) will in any case take place by July, to ensure the group's business continuity. The positive outcome is in any case guaranteed by the umbrella of the banking guarantee consortium (Banca IMI, Centrobanca, Bnp Paribas, Mediobanca and Banca Akros) which has pledged 166 million. Meanwhile today the stock collapses in Piazza Affari: -5,8% around 13pm.
But the long Sunday board had to take note of Diego Della Valle's objections, via letter, against the prospect of a highly dilutive operation by the current shareholders. Francesco Merloni thinks the same way, who resigned from the board and will not participate in the increase (like Generali) which will in any case change the proprietary balance of the publishing group.
So far, in fact, seven shareholders in the agreement have guaranteed participation in the increase: Mediobanca, Fiat, Unipol-Fonsai, Pireli, Intesa, Mittel and Edison. In all 44% of the share capital (against the current 58%). In addition to Merloni's no, there is silence from the Pesenti group (yesterday Carlo Pesenti did not participate in the board of directors). Some of the shareholders, including Fiat, have anticipated their willingness to subscribe to the non-opted part of the agreement.
What will the non-agreement partners do? Della Valle sees the dilution of the stake linked to the methods of the operation as smoke and mirrors: his stake could be diluted, in the event of non-acceptance, from 8,6 to 2,3%. He similares the position of the group's leading shareholder, Giuseppe Rotelli (yesterday absent from the board) which could drop from 16,5 to 4,4%.
However, the operation is necessary, judging by the numbers. The Rcs Media Group board of directors revealed that the loss for 2012 was 509,3 million, compared to the negative result of 322 million in 2011, after write-downs of fixed assets for 435,1 million (349,2 million in 2011). For this reason, the official note reads, the RCS MediaGroup Board of Directors has launched the bank debt refinancing operation and the outline of the proposal to the Extraordinary Shareholders' Meeting for the recapitalization of the Company for a total maximum of 600 million euros.
"The worsening of the unfavorable general economic situation and the profound transformation of the publishing industry has conditioned and continues to have a significant impact on the Group's results, requiring rapid implementation of the 2013-2015 Development Plan, previously approved" reads the note from which shows the confirmation that 2013 will also be a difficult year. Hence the need for capital injections: "in this context and in support of the objectives of the Development Plan, the refinancing operation was approved for 575 million euro of the maturing bank debt - continues the note -, with the subscription of a term sheet with the creditor banks which links the disbursement of the loan to the effective subscription and release of the capital increase - for an amount of at least 400 million euro and the outline of the proposed recapitalization of the company was approved for a maximum 600 million euros”.
Today, CEO Piero Scott Jovane will illustrate the business plan to the financial community. And he will take stock of the divestments chapter. Yesterday's board of directors judged the two proposals for magazines that arrived on the CEO's table as unsatisfactory, while the sale of Dada is approaching. On the other hand, a battle is looming over the real estate disposals given the resistance of the editorial offices to move from via Solferino. But this "hot potato" could be left to the new RCS that will emerge after the increase, increasingly linked to the Mediobanca-Fiat tandem or, better, Exor, given the probable shift of the stake from the industrial company to the financial parent company (choice linked to the merger future Fiat/Chrysler). And to the new industrial partner who is being talked about with increasing insistence to make the group's turnaround possible.
