Rebel Generali investor ready for legal action in case of narrow AGM board defeat (updated)

Caltagirone SpA

06/04/2022 20:44

(Adds comments, background)
    By Carolyn Cohn, Pamela Barbaglia and Valentina Za
    LONDON, April 6 (Reuters) - A rebel investor in Generali
 GASI.MI  could mount a legal challenge if his bid to appoint
new top executives at Italy's largest insurer loses by a narrow
margin in a shareholder vote this month, the candidate to the
chairman role said.
    In an interview with Reuters, former Goldman Sachs  GS.N 
banker Claudio Costamagna said Generali investor Francesco
Gaetano Caltagirone could challenge in court a victory by the
opposite side at the April 29 AGM called to elect a new Generali
board if the margin is less than 6%.
    He also said the Caltagirone camp was "hopeful" of securing
the vote of Italy's Benetton family which owns around 4% of
Generali and is yet to take sides in the feud pitting the
construction magnate against Generali's board and its main
investor Mediobanca  MBDI.MI .
    The holding company of the Benetton family was not
immediately available for comment.
    The tussle for control of the Italian giant - which also
ranks as Europe's third largest insurer - has called into
question the reappointment of CEO Philippe Donnet, who was put
forward by Generali's board for a third mandate. 
    With a stake of more than 9%, Caltagirone is the
second-biggest investor in Generali, behind Mediobanca which
owns just under 13%.
    To counter Caltagirone's weight and that of fellow Italian
billionaire Leonardo Del Vecchio, who is Generali's No.3
investor with a stake of around 8%, Mediobanca has borrowed
shares in Generali to give it a 17.2% voting stake at the AGM.
    Mediobanca can also count on the vote of Italy's De Agostini
group, which plans to sell its 1.4% stake in Generali only after
the AGM and has expressed appreciation for Donnet. urn:newsml:reuters.com:*:nL8N2SD2UB
    Costamagna said Caltagirone would challenge a victory that
reflected merely Mediobanca's borrowed shares and the De
Agostini stake.
    "They have about 4.5% borrowed and ... the De Agostini stake
is already sold ... which means the day after the AGM they have
6% less," Costamagna said.
    "If they win by a margin of less than 6%, they're not going
to be legitimate anymore," he added.
    The International Securities Lending Association (ISLA)
advises against using borrowed shares to vote at shareholder
meetings.
    In 2018, ISLA said that it "has never condoned the practise
of borrowing securities for the sole purpose of voting."
    A source close to the matter told Reuters that ISLA had
already written to Mediobanca regarding the use of borrowed
shares. 
    Caltagirone and Generali declined to comment while
Mediobanca was not immediately available to comment. 

 (Reporting by Carolyn Cohn and Pamela Barbaglia in London and
Valentina Za in Milan; editing by Stephen Jewkes, Kirsten
Donovan)
 ((valentina.za@thomsonreuters.com; +39 02 6612 9526;))