Questions relating to any authorization obligations by IVASS and communication for Consob purposes
That in the ears of Francesco Caltagirone had arrived that the legal office of the Generali had relied on a large law firm to study the moves of the Pact and so knock on the door of Ivass And Consob to turn on a beacon on the various timescales for leaving the Board of Directors and purchases of securities?
Someone in the City Milanese supposes this, because after Friday the businessman from Rome announced his intention to withdraw “with immediate effects” from the consultation agreement with the holding from Leonardo Del Vecchio andPiedmontese institutiontoday, in the first useful board of directors of General after the dissolution of the agreement between Caltagirone and the other two shareholders, the directors of Lion have resolved “to present ad Ivass the question whether the overall shareholding acquired by the group Caltagironefrom Crt Foundation and from Delfinequal to 16.309% of the capital, is subject to authorization pursuant to the legislation on insurance in relation to the joint acquisition of qualifying holdings, however above 10%“.
Thus a note from the Trieste company which underlines how the board “also resolved to invest Consob of the question if such acquisition is subject to the communication obligations in orderamong other things, to future programs pursuant to current legislation for those who, even in concert, exceed one percentage of 10% of the share capital and whether there have been information asymmetries relevant to the market “.
In essence, the board of the Lion resolved to ask questions on one side a Ivass and on the other a Consob. As for theInsurance supervisory authoritythe question put on the table is as follows: Generali asked whether the 16.3% acquired by the agreement “is subject to authorization pursuant to the legislation on insurance in relation to the joint acquisition of qualified shareholdings, in any case exceeding 10 % “.
In other words – according to what it is possible to reconstruct – the knot would be the following: the pact that linked Caltagirone, Del Vecchio and the Crt Foundation was a simple consultation agreement, as has always been defined by all these subjects, or did it go so far – based on the events of the last few months – to be something more by acting “in concert”?
In this case in fact it would be served the ok Ivass to exceed 10%. Chapter Consob. In this case – again according to experts on the subject – the theme is the concert and the reference is Article 120 of Tufwhich underlines how “on the occasion of the purchase of a stake in listed issuers equal to or greater than the thresholds of 10%, 20% and 25% of the relative capital … the person making the communications must declare the objectives it intends to pursue over the next six months“.
More specifically “the methods of financing the acquisition, if it acts alone or in concert; if it intends to stop its purchases or continue them as well as if it intends to acquire control of the issuer or in any case exercise influence on the management of the company and, in such cases , the strategy it intends to adopt and the operations to implement it; its intentions with regard to any agreements and shareholders’ agreements to which it is a party; whether it intends to propose the integration or revocation of the issuer’s administrative or control bodies “.
Because of this Generali has decided to invest Consob “of the question whether this acquisition is subject to the disclosure obligations with regard, inter alia, to future plans pursuant to current legislation for those who, even in concert, exceed a percentage of 10% of the share capital and whether there have been market-relevant information asymmetries “. However, Philippe Donnet’s move seems to come out of time.
Finally, theat today’s (ordinary) meeting of board Generali also served to reorganize the board committees after the resignations of the directors Caltagirone, Romolo Bardin, and Sabrina Pucci, in some way considered to be of the Crt area even if the Foundation has denied connections, drawing on the current administrators. It also took into account the resignation from the Related Party Transactions Committee presented by Paolo Di Benedetto.
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