Caltagirone rises again in Mps, shareholders' OK to change bylaws

While Mps gives the green light to the statute, Francesco Gaetano Caltagirone tightens his grip on Mps. The Roman financier and major shareholder in Siena's shareholder structure has in fact increased his stake by 1.2% to 11.45%. An important message, which confirms the builder's intention to consolidate his presence in the capital of the Sienese bank, where he has room to move and grow further, aiming - at least on paper - at 20%.

We will see over time what will happen. In the meantime, what is certain is that Caltagirone together with the other major private shareholders - Delfin (17.5%) and Banco Bpm (3.7%) - have given the green light to the amendments to the statute that redesign the governance architecture and expand the management flexibility of the bank. At 68.01% of the capital, the vote was plebiscite on the individual points addressed, with percentages in favour exceeding 99% of the votes cast. A foregone conclusion, it must be said, despite a context not devoid of uncertainties and disagreements on the bank's future. Of note was the absence at the meeting of the Mef, which chose not to deposit its shares. No comment was made by the Ministry on a decision that, moreover, is in line with the non-participation in the vote at the last board meeting on 28 January, which gave the go-ahead to the rules for defining the board's list. In those days, Via XX Settembre had let it filter its support for the plan of CEO Luigi Lovaglio and the industrial project presented to the ECB, reaffirming at the same time that it had no intention of expressing its own representative in the corporate bodies.

The central point of the amendments approved yesterday is the introduction of the board list, which will allow the outgoing board to present its own list of candidates for the renewal of the body ahead of the 15 April shareholders' meeting. Alongside this juncture, the bylaws eliminate the limit on directors' terms of office and no longer rule out the reappointment of chairman Nicola Maione - plus the OK for the appointment of two vice-chairmen - and introduce more flexibility on the bonus policy, reducing allocations to reserves to the legal minimum. A move, this one, that allows for the full distribution of profits in the future.

Important changes, however, will now have to go through the scrutiny of the ECB, which is responsible for the final authorisation and imprimatur on the list of candidates for the board, called upon to obtain recognition of fit and proper. It is realistic that Frankfurt's approval will therefore come after the presentation of the business plan, expected at the end of the month, and after the filing of the board candidates, the deadline for which is 5 March, i.e. 40 days before the shareholders' meeting, as imposed by the new Capital Law.

It is therefore realistic that the games in Siena will be defined in the last week of February, in a game that will see the governance issue intertwined with the industrial one. Managing director Luigi Lovaglio continues to work on the dossier announced to the market a year ago, which envisages the merger with Mediobanca and the possible delisting of Piazzetta Cuccia, with the separation of private and investment banking activities. The project enjoys the approval of the ECB and is consistent with the various options included in the prospectus presented to the market at the time of the takeover bid on Mediobanca. On the other hand, however, it does not receive the support of Caltagirone himself and clashes with an unfavourable market condition, given that Mediobanca's share price continues to run (see article on page).