Anyone who refuses Cattolica’s rescue policy from Assicurazioni Generali
All the latest news in Cattolica Assicurazioni struggling with harmony (not appreciated by everyone in Verona) with Assicurazioni Generali
The waters in Verona do not subside and not because of the bad weather that has hit the Veneto region. After the Court of Venice rejected the appeal of some shareholders against the entry, with 24.4% of the share capital, of Generali into Cattolica Assicurazioni, during the weekend – according to milanofinanza.it – the shareholders' agreement Api allegedly presented a complaint to Consob asking it to assess the obligation of the Lion to request a takeover bid. In fact, they argue, the participation with 300 million euros in the capital increase – equal to 500 million euros – requested from Cattolica by IVASS will involve the transfer to Trieste of almost one third of the value of the capital increase reserved within two years.
WHAT THE API UNION AGREEMENT REQUESTS FROM CONSOB
According to reports from milanofinanza.it, among the elements cited in the complaint to Consob is the fact that the assets, currently managed by the asset management structure of the Veronese group, would be transferred to the asset management company of Generali: they would fly to Trieste – again for dissenting members – about 9-18 million per year. News would also come for the business related to the health sector which would be coordinated by Welion, a subsidiary of the Lion, as well as for reinsurance and information technology, areas in which the two companies plan to develop synergies. In short, for the shareholders' agreement, Api Generali would take the helm of Cattolica and for this reason they ask the Commission chaired by Savona to “assess the obligation not to exempt Generali from the public purchase offer”.
The website of the economic newspaper recalls how in recent months the same Api had brought up Consob denouncing irregularities in the meetings and later the Verona Public Prosecutor had notified notices of guarantee to the president Paolo Bedoni, the current CEO Carlo Ferraresi and the secretary of the board on the hypothesis of the crime of unlawful shareholders' influence.
WHO AND WHY DID YOU CONTACT THE COURT OF VENICE
As we said, only a few days ago the Court of Venice also expressed itself to which some riotous shareholders or 34 small shareholders – equal to 0.18% of the total, with a total ownership of 54,418 shares equal to 0.03% of the total, as Cattolica announced – including Michele Giangrande, candidate of the dissidents for the position of CEO (went to the general manager Carlo Ferraresi), Maurizio Zumerle, president of the small shareholders of Cattolica, Enzo Zambelli and Monsignor Giorgio Benedetti, president of the Diocesan Institute for the Support of the Clergy of Verona, supported by local entrepreneurs and politicians. According to the applicants, the problem is that the shareholders did not provide adequate information at the meeting and the late and poor communication made to the vote would have weighed on the vote. Furthermore, the right of option was limited without explaining the reasons. Basically – as stated in the appeal of the resolution – “extremely important information (ie the partnership project with Generali) was received only after the deadline for voting at the meeting, set for 24 June”.
WHAT JUDGE TOSI DECIDED
The judge of the Court of Venice, Lina Tosi, however, rejected the appeal, asserting – according to what Cattolica herself reported in a note – that the convocation of the assembly of 27 June was made in accordance with the law and considering any violations to be remedied, in any case not the subject of the dispute, such as the subscription of the capital increase by Generali before the transformation of Cattolica from a cooperative into a joint stock company, approved by the shareholders' meeting of 31 July.
It should be remembered that the board of directors of the Venetian company a few days later approved the exercise of the delegation in part, i.e. for 300 million euros, in favor of Generali and in part, for the other 200 million, in favor of all shareholders. An operation on which no time can be wasted, they specified in Verona after the rejection of judge Tosi, highlighting how the Insurance Supervisory Institute has set "a very close deadline – September 30, 2020 – as the maximum within which the capital increase must be carried out ".
The Court of Venice quantified the possible damage for the plaintiff shareholders at 280 thousand euros up to the total loss of the value of the shares held. "An individual damage for some certainly not serious – they underlined by the insurance company – and in any case for all well restorable by Cattolica".
THE BIRTH OF CATHOLIC HOUSE
Speaking of dissenting members, it should be remembered that on 4 July, in Verona, Casa Cattolica was presented, an initiative aimed at coordinating those who are against the landing of Generali in the city of Verona. “We are here today because Cattolica was sold off to Generali. I believe it is a disguised takeover bid because Generali takes over the management of the company, at a price of 350 million ”, said the president of the Api trade union agreement, Paola Boscaini. In Casa Cattolica, which also has an office where disgruntled small shareholders are received, the Apaca shareholders' association, chaired by Maurizio Zumerle, converges – in addition to the Api syndicate agreement; the Verona Network Association; Apindustria Verona; Innoval Association; Veneto Sì Tav Association – Veneto Infrastructure Committee. Paolo Paternoster, a member of the Lega Nord from Verona, also spoke at the presentation. Moreover, the Veronese insurance group in recent weeks filed a complaint against Casa Cattolica accusing it of misinforming the company and its shareholders.
This is a machine translation from Italian language of a post published on Start Magazine at the URL https://www.startmag.it/economia/chi-rifiuta-in-cattolica-la-polizza-di-salvataggio-di-assicurazioni-generali/ on Tue, 01 Sep 2020 07:44:19 +0000.