According to Telecom Italia CEO Marco Patuano, the board will be entirely dedicated to examining the 2013 financial statements and to the performance of the first half of the year in view of the mid-August meeting on the accounts which, according to Mediobanca Securities, could offer some comforting note for shareholders: competition on mobile tariffs is less aggressive, the former incumbent could reserve some pleasant surprises. Patuano will then take the opportunity to inform the shareholders on the latest conflict between TI and Agcom. "We are ready to appeal, he said, against a retroactive hike."
"Go ahead, justice is there to be appealed - replied Angelo Cardani, president of the communications agency - Patuano makes bombastic statements but appealing is his right". Cardani added that the one on tariffs "is a public consultation, everyone will send comments and perhaps Patuano will too".
Apart from this long-standing controversy, the eve of the board of directors meetings, all things considered, was marked by flat calm, the same that reigns over the stock on the Stock Exchange, which closed at +0,38%. And yet, as we know, Telecom Italia's advice is never routine. Especially if one considers that, almost simultaneously, the top management of Telco, the holding company that holds 22,4% of the capital, will meet.
Of course, the two boards "are clearly separated" as Patuano underlined. But it doesn't take much to understand that, after the cancellation of the Italian shareholders (Generali, Intesa and Mediobanca) the meeting of the holding takes on a particular flavor. In short, it is a question of understanding what Telefonica intends to do. The Spanish group can proceed with the dissolution of Telco or go up to 100 percent. Complicating the puzzle is Telefonica's surprise decision to sell its share of the convertendo, subscribed last November. Is this a sign of disengagement? Or only, as Patuano maintains, "a demonstration of good faith" towards the Brazilian Antitrust?
In any case, asks Asati, the association of small Telecom shareholders, what will happen at the end of the year? “In the six months after the announced formal dissolution – writes Asati – Telco will still have 22.4% of Telecom's shares, of which Telefonica will own 15%, 5% without voting rights. After six months that 5% cannot be held by Telefonica. The question arises who will it be sold to? And again: are there any potential links, or possible financial underlyings, with the recent sale of the convertible? Is the Board clear what the possible scenario will be at the end of the year?”.
In reality, there are two hypotheses: Telco may be dissolved at the end of this year or at the deadline, February 28, 2015. It is easy for the Spaniards, barring twists linked to the decisions of the Brazilian Cadé, to maintain their participation at least until then direct 14% in TI.
Even more likely that Italian shareholders will sell their holdings on the market over time. In this context, TI's control structure is destined to remain unstable for the next 6/18 months, which offers unprecedented room for maneuver to the board that Asati asks to exploit, in particular the association is once again pressing for an agreement with Gvt in Brazil and asks to give a mandate to CEO Marco Patuano to reach an agreement.
Furthermore, as an alternative to the proposed sale of the towers, he is proposing a 'B' plan with the establishment of a company with a Telecom majority in which other telecommunications and TV operators could merge. 70 days after the appointment of the new board, the association of small shareholders also invites the appointment of Lucia Calvosa as lead independent, in the role previously held by Luigi Zingales. However, it seems unlikely that the board can satisfy the requests. In tomorrow's meeting in Rome there will be no talk of independent directors.
Brazil, on the other hand, will end up on the board's table but more to take stock of Tim Brasil's performance rather than any extraordinary operations: whether it is an agreement with Gvt or an offer for the Brazilian subsidiary of the Italian group. If anything, it should be a simple intermediate meeting in view of the six-monthly. As for Telco's board of directors, on the other hand, it will only serve to evaluate the procedures for demerging the holding company. All normal, in short. But at Telecom, normality is already news.
