Sunday, November 1, 2015

Telecom, to the counts in the assembly – Il Sole 24 Ore

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This article was published on November 1, 2015 at 8:13.

Xavier Niel, the owner of Iliad, rose to 15.1% of Telecom Italy, with a “long position” (as stated by Consob) but in potential theory is, since it’s built with derivatives. Not all the same, however, because in addition to options entitling to purchase shares from mid-2016 up to straddle in 2017, there is also a different contract: an equity swap on 5.1% of Telecom. Why? The strange movements as shareholders incumbent Consob has opened an investigation in all fields, which also concerns the nature of contracts and ownership of voting rights. The official communications for now only emerges that the “participation of the overall long 15.143% of the capital with voting rights” is divided into two blocks. And that is: “participation potential equal to 10.033% of the share capital with voting rights arising from the execution of six different contracts call option (the right to purchase, ed.) Which provide for the following settlement dates according to certain terms and conditions: a contract relative to a 4,889% required by Regulation (ie payment, ed.) on 21 June 2016; a contract relating to a 0.998% under the rules in five installments in a previous business day and three working days following September 21, 2017 “; three contracts for the ” 1,049% ‘each with adjustable stessse mode five days around the date of 26 March 2017, 26 June 2017, 13 January 2017. The second block concerns “other long positions” for unspecified ” 5.109% of the share capital with voting rights. ” A maneuver articulated, therefore, with payment dates moved beyond time. But you do not have information on the actual dates of marketability of the rights acquired. And most importantly, there is no clarity on the reasons for this climb “virtual”, the first in the history of the Milan Stock Exchange. Consob has still not completed its work and is consequently restricted to reiterate that the issue “is the attention of the office.”

It does not appear random, however, that 5.1% is linked to an equity swap. From reconstructions carried out on the market it get the impression that in fact it is derivative, but easily convertible into shares. Enough in theory, 24 hours to have the underlying shares to an equity swap and, exceeded the threshold of 5%, according to law, a shareholder may call a meeting. Signs that this is beginning to happen already gather on the market, with institutional investors in early warning.

To do what? A logic to change a board that does not reflect the evolution of the membership, but where apparently the shareholder of reference – that is Vivendi with 20.03% – is not going to make their voices heard in the board prior to its expiry in spring of 2017, unless it be expressly invited to integrate the board of directors, as stated in an interview with “Corriere della Sera” by CEO Arnaud de Puyfontaine. Even the options may have a different nature: if they were “American” – as would seem more logical in the context – the shares would be “callable” in the space of three days, allowing the French challenger to come up with a position that, to keep the items , it could get to even and perhaps surpass the group chaired by Vincent Bolloré. Again, however, there seems to be an intention to cross the threshold OPA: so at least seems to think the stock market, where Telecom has calmed Friday.

A situation still smoky, therefore, and destined to have an immediate impact on the game that has Metroweb between counterparties also the CDP, and that is the state. Instead to open the exclusive as asked by the board Telecom, it will go towards parallel negotiations still preliminary. The two shareholders of Metroweb – the private infrastructure fund F2i and the Italian Strategic Fund (FSI) of the Deposits and Loans Fund – had signed with Vodafone and Wind a letter of intent is not binding, non-exclusive, which expired yesterday, and that, at this point , it will be renewed as it stands until the end of year. This way, the current plan on the table about the wiring of the main centers of Italian citizens, fifty, without the use of public aid. What remains to be determined is the actual commitment of the two operators to bring together customers on new infrastructure, therefore a sort of “minimum guaranteed”. On the other hand, Telecom, on Monday held a meeting between the CFO Piergiorgio Peluso, Mauro Maia F2i and Barnabas Ravanne, where it was agreed that it is necessary to reformulate a new business plan in light of changes introduced after the break contacts last spring . It then continues on two tracks, without (so far) final decisions.

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