Genoa – On 29th the meeting votes the agreement with which the Ligurian bank renounces the action against the two former directors and the US fund, protagonists in 2017 of the sale of the insurance branch
This latter front is in particular subject to a barrage of pre-meeting questions from the members, among others also of the former first shareholder Malacalza Investimenti, and it is, it now emerges for the first time in the report of the board of directors prepared for the meeting, subject to an economic shield guaranteed to the US investment fund Apollo in the agreement of the commissioners . The institute, explains the board of directors Carige in particular, has undertaken to “hold harmless” the buyer of the insurance companies on which the liability action has taken place, as regards possible “harmful consequences” linked to the continuation of the cause and in the Carige’s victory case. The action in Castelbarco and Montani on the sale of Carige’s insurance companies to Apollo had been voted by the Carige assembly in 2017, with the institute at that time under the guidance of Giuseppe Tesauro and Guido Bastianini. In November 2019 Carige, under the management of the commissioner, transacted with Apollo and both gave up the ongoing actions, with the bank’s commitment to bring this new agreement to the meeting as soon as possible. The report of the board of directors in view of the meeting traces the stages and the state of the art of the legal battle, but indicates that if the judgment continued for the failure of the assembly to go ahead and was finally decided against the two directors, in the agreement the At the same time, the bank “undertook to indemnify the Apollo group in relation” to the possible “detrimental consequences for Apollo in the event of conviction of the former directors and consequent involvement of the companies of that group as jointly liable persons. In the hypothesis “of a victorious outcome for the bank, the relative economic advantage for the same could be diminished due to the fulfillment of this commitment”, therefore indicates the board of directors appointed at the end of January and expression of the Interbank Deposit Protection Fund and Trentino Central cashier bank.
On the renunciation of action against Castelbarco and Montani, at the time of the events, president and chief executive officer of the Ligurian financial institution, the former first member Malacalza Investimenti presented 11 questions, and asked without success to know the text of the settlment agreement: «A strategic agreement» which “Does not lend itself to full and total disclosure”, they answer from Carige. Malacalza then asked whether “as a settlement agreement for a joint action” resolved by the shareholders ‘meeting, the settlment agreement should not be subjected “to the prior express approval of the shareholders’ meeting”. Carige replies, recalling that during the commissioner the assembly function was suspended, that he had “in no way renounced” the liability action to be considered “fully divisible with respect to the compensation claim filed against the Apollo group companies”. The former first shareholder therefore presses on the possible nullity of the settlment agreement due to the lack of prior approval of the meeting, or the invalidity of the resolution. Malacalza’s questions are also highly legal, and all of this immediately makes one think of the request for compensation for over 480 million from Fitd, Ccb and Carige herself against the rearrangement at the end of 2019. The first hearing is scheduled for September 15. In addition to the Malacalza action, the causes of about forty small shareholders grouped around the initiative of the shareholder Franco Corti will also be discussed. In view of the assembly, Corti himself presented a whole series of questions, sinking directly on the particularity of a resolution linked to a document actually signed by the commissioners: «The resolution was taken taking into account the interest of the company as a whole and following of extensive and in-depth discussion, which took place following the outcome of all the legal and substantive investigations on the subject “, reply from Carige.
The waiver of the liability action was voted by the board of directors at the end of April: that lawsuit, dating back to three years ago, had been the first declaration of war by the traction bank Malacalza against previous operations. He involved Castelbarco, Montani, Apollo, Amissima Holdings and Amissima Assicurazioni (the latter two, the former insurance companies of the Carige group) for a total of over 1.2 billion euros of alleged damages deriving from the sale of the insurance branch to the American fund, and the subsequent attempt by Apollo to scale the bank through a capital increase of 550 million. In December 2018, the civil court of Genoa rejected all the bank’s requests, underlining that “it can certainly be argued in the abstract that the sale of the investments would have been more convenient if carried out under different conditions, but the fact that after all the attempts described in this result has not been achieved, and instead the sale with Apollo in known terms has been obtained, shows that better conditions were not realistically obtainable “. Regarding the proposed capital increase of Apollo, which provided for the purchase at the stock exchange price of the previous day, or 0.464 euros per share, the college had not “recognized a defamatory effect”, judging the offer calibrated on a “parameter objective, commensurate with the stock market value, moreover with reference to a price which in retrospect has proven to be anything but despicable ». The liability action was voted in 2017, with the institute under the guidance of Giuseppe Tesauro and Guido Bastianini. The Genoa court had pronounced in December 2018, in November 2019, as mentioned, Carige transacted with Apollo and both gave up the ongoing actions, with the bank’s commitment to obtain authorization from the assembly, which will arrive on May 29.
Among other things, the same meeting will be called to resolve on the grouping of shares, suspended from trading from January 2019: the proposal is to group over 755 billion ordinary shares and 25,542 savings shares in the ratio of 1 new share for every 1,000 held. The grouping is preparatory for the return to the stock exchange, which is not yet planned and subject to the authorizations of the authorities.