Interview with the chairman and Giovanni Costantino

A turning point at Tisg – here’s why I’m leaving: ‘Data falsified by senior managers’

KPMG’s independent findings on the marine company will be handed over to the public prosecutor and Consob today

Admiral Panorama 53 davanti al cantiere Tisg

6' min read

Translated by AI
Versione italiana

6' min read

Translated by AI
Versione italiana

Giovanni Costantino, founder and owner of Tisg - The Italian Sea Group, which has been in difficulty for months due to cost overruns on current contracts, is leaving the board of directors and pointing the finger at the company’s top management, which, according to independent investigations by KPMG, Costantino reports, has created a sort of “parallel company”, with manipulated financial figures.

He’s leaving after 17 years – why?

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Together with my son Gianmaria, I felt it appropriate to resign from the board. Following the discovery of a far-reaching fraud, it was necessary to take extraordinary measures. Having led the negotiated resolution of the crisis and commissioned the forensic due diligence – which is now nearing completion – I felt that a clean break was the best course of action to enable the company I founded to continue with its recovery programme, to ensure business continuity and to best serve the interests of creditors and other stakeholders. The board as a whole will, however, remain in office on an interim basis until 10 September, after which the general meeting will determine its new composition.

Tisg has been in serious difficulty for months, with its debt currently standing at 400 million. In February, it reported that the company had incurred cost overruns on its contracts. Subsequently, the chairman, Filippo Menchelli, and the vice-chairman, Marco Carniani, resigned. How did it come to this?

Tisg is a listed company and, according to the September figures released in November, it had 60 million in cash; according to my calculations – based on documents that later turned out to be forged – this figure should have been around 90 million in January. The full extent of the crisis became apparent in February, when we realised that we did not have sufficient funds in the bank to pay salaries: the cash balance, which, according to forecasts, should have been around 90 million, actually stood at just over 2. We immediately commissioned KPMG to carry out a forensic due diligence investigation and, as a precautionary measure, suspended several senior executives, including those you have mentioned. We began to realise that, by circumventing all the required controls, substantial off-budget expenditure had emerged. Following the initial investigations, the chairman and the vice-chairman resigned. It will be up to the judicial authorities to determine any culpability, but specific responsibilities have certainly come to light. For us, it was a dramatic wake-up call. Being deceived by our closest managerial colleagues is an extremely painful experience.

It is said that you always attend board meetings. Is it possible that you didn’t realise that the costs of the contracts were rising?

It is true that constant presence and oversight are well-known traits of mine, which have also led me to equip the company with a management system of the sort used by the world’s largest multinationals, at considerable expense. But when top-level managers collude to circumvent the strict control systems, there is no possible defence. It is difficult to defend oneself against friendly fire.

In 2021, you acquired Perini Navi for 80 million. A price deemed too high by other shipyards involved in the tender. Then, in 2024, there was the Bayesian shipwreck, which you considered a serious blow to the brand’s image, resulting in the loss of three clients – so much so that you initiated legal proceedings to seek compensation. Could it be that the acquisition of that shipyard had a negative impact on Tisg’s accounts?

Perini Navi – specifically the brand and the property division, and certainly not the company itself – was acquired by Tisg in January 2021, following a competitive auction organised by the Court of Lucca. Those who claim it was overvalued are forgetting that other qualified bidders stopped just short of that figure, at 78 million, so the valuation of the brand was not incorrect. Of course, the sinking of the Bayesian – which, first and foremost, caused a human tragedy against which any economic consideration pales into insignificance – was also a disaster for Tisg. We have suffered very significant reputational and financial damage. Of course, we have claimed damages, but the value of Perini Navi is indisputable and, in any case, the investment has nothing to do with budget overruns.

Through GC Holding, you injected 25 million into TISG. But how do you explain that the safeguards designed to protect the governance of a listed company were circumvented with apparent ease?

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My contribution of 25 million was what was necessary and right for me to do; I would like to emphasise that it was not compulsory. As regards controls, the existence of procedures and committees – even if they are properly established and functioning – is not sufficient when the data feeding the control system is altered through coordinated conduct; I would describe this as a parallel system. According to the findings of the independent investigations, which will, as of today, be made available to the investigating magistrates (at the Genoa Public Prosecutor’s Office, ed. ) and the supervisory bodies, I have been the victim of an extremely elaborate scheme. We are talking about forged signatures, altered bank statements, falsified reports – and I shall stop there, as the list would be a very long one. Could I personally have done more? Probably yes, with the benefit of hindsight. But that would not have enabled me to uncover such a carefully orchestrated scheme on the part of the top managers. Of that I am certain.

As part of the restructuring, you asked the shipowners to renegotiate the contracts. However, this approach proved unworkable, so you opted for a composition with creditors.

I would like to clarify that we have requested a renegotiation of the financial terms exclusively from those shipowners whose vessels are currently under construction. These are vessels whose value is now significantly higher than the contractually agreed prices. This is entirely due to cost overruns resulting from the increase in production costs that has occurred in the meantime. With those who had already taken delivery of their vessels, we have dealt exclusively with matters relating to after-sales. The negotiated settlement has enabled us to enter into agreements with over 300 suppliers and four shipowners, as well as to deliver the first 50-metre Panorama and launch the second 53-metre Panorama. This was the best we could do: to proceed further and complete the restructuring, a more far-reaching instrument was required. I would add that working within a protected framework, such as the negotiated settlement, enabled KPMG to carry out its independent audit and, secondly, to bring the falsified administrative data into line with reality.

Under the framework agreement, you will be required to submit a definitive crisis management plan. What will the key points be?

The plan must be based on a number of key pillars: completing economically viable contracts whilst terminating the others; renegotiating, in an orderly manner, those contracts that require rebalancing; ensuring the continued supply of finance and materials to ongoing contracts; renegotiating bank and trade debt; structurally reducing costs and capital employed; and divesting any non-strategic assets. A capital increase in the region of 100 million is one of the options. And it is my intention, until 10 September, to oversee the project’s ongoing development with a plan that will enable Tisg to overcome the crisis, whilst preserving its values as far as possible, in the best interests of creditors, employees and the wider supply chain.

The share price has fallen by 78 per cent in six months and by 25 per cent in the last month: what message does this send to investors?

I cannot ask those who have invested in Tisg to place their trust in us solely on the basis of reassuring statements. The market has suffered a very significant loss, and shareholders are entitled to verified data, a determination of who is responsible, and a plan that is realistically achievable. The first message is therefore one of transparency: we have disclosed the true scale of the crisis, and we will continue to report on significant developments in accordance with the applicable regulations. The second message is that the controlling shareholder has already made €25 million available through an interest-free loan, thereby assuming direct exposure during the most critical phase. The third is that future value will not depend on the share price’s past performance, but on the ability to preserve the brands, rebuild real margins and provide the company with renewed capital and governance. I cannot promise either a return to listing or the absence of dilution. I can commit to ensuring that every solution is assessed in the interests of business continuity and all stakeholders, within the framework of the procedure and under the supervision of the relevant bodies.

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