Federconsorzi 2 - alias CAI SpA and CAI Real Estate Srl - is preparing in these days to attack the Agricultural Consortium of Siena and Arezzo, CAPSI.
#Clean spades, never enough.
Agricultural Consortium of Siena and Arezzo, CAPSI. The pearl of the Grand Duchy of Tuscany
The Agricultural Consortium of Siena and Arezzo (CAPSI) is one of the pearls of the farmers and breeders of the Grand Duchy of Tuscany. Real estate for € 70 million, according to a recent estimate by KPMG, and more than € 95 million in turnover. In substantial growth, with a trends positive amounting to +9 million € in the first half of 2021 (compared to the previous year) which is confirmed in July and August.
The Pearl it is characterized by the historic headquarters in the center of Siena (€ 15 million estimate) and the efficient management of real estate assets. But above all for the strategic value and the international reputation of excellent productions, among its 850 members. From cereals to wines (classic Chianti, Brunello di Montalcino, Vernaccia di San Gimignano, etc.), pecorino di Pienza and various sheep cheeses, Chianina and Cinta Senese and much more.
CAPSI, business plan
In January 2019 the Board of Directors of the Agricultural Consortium of Siena and Arezzo - which represented, with rare balance, the three agricultural confederations (Coldiretti, CIA, Confagricoltura) - approved a restructuring process, with the first objective of reducing the strong banking exposure (approx. € 30 million, out of 14 credit institutions). KMPG was tasked with presenting an industrial plan, approved by the Board of Directors already in the first half of 2019.
The industrial plan it was then updated, thanks to the 'cura Italia' decree (DL 118/2021), by introducing a reorganization plan to be agreed with the creditors (art. 67.3 bankruptcy law). With the aim of selling non-capital goods and defining settlement agreements with banks by 30.9.21. Plan certified by prof. Gianni Tarozzi. The operating results, meanwhile, exceeded the forecasts of the KPMG plan. Green light from the banks.
Federconsorzi 2 - CAPSI. 2019, first attempt at conquest
Halfway through 2019 Coldiretti's representatives on the Board of the Agricultural Consortium of Siena and Arezzo proposed to join the Federconsorzi 2 operation - alias CAI SpA (1) But the proponents themselves were not entirely convinced and the Board rejected by a majority the hypothesis of joining the bandwagon of Coldiretti's magic circle.
The presidents of the three provincial agricultural associations and their directors - Giacomo Neri for Coldiretti, Nicola Ciuffi for Confagricoltura, Valentino Berni for CIA - had in fact agreed to refine the pearl of the Grand Duchy with the industrial plan. Without the need to merge into CAI SpA, at the cost of losing identity and mutualism, sovereignty and value (2,3).
Agricultural Consortium of Siena and Arezzo, 2021. The will of the shareholders
the 29.6.21 the CAPSI shareholders' meeting voted unanimously:
- a Board of Directors made up of 9 directors (5 in Coldiretti, 2 in Confagricoltura, 2 in CIA). Who then attributed the presidency to Confagricoltura (Giuseppe Bicocchi) and the v. Presidency to CIA (Luca Marcucci),
- the chairmanship of the board of statutory auditors to Stefano Melchiorri. Who, combined, is also president of the board of auditors of the safe of Federconsorzi 2. That is the CAI Real estate Srl owned by De Benedetti, where CAPSI's 70 million properties are in danger of ending up (2,3),
- the 2020 financial statements, with its supplementary note. Therefore also the guidelines and the updating of the industrial plan.
Federconsorzi 2 - CAPSI. 2021, the trap
The five delegates of Coldiretti on the CAPSI Board of Directors, the day after the appointment, however, they immediately changed the cards on the table. With all due respect to the previous agreements between the three agricultural confederations (see above, paragraph Federconsorzi 2 - CAPSI. 2019, first attempt at conquest) and above all to the will expressed by the members who on 29.6.21 unanimously approved the supplementary note in the budget.
The first maneuver of Coldiretti's magic circle, through its 5 'toy soldiers' on site, is the challenge of the rehabilitation plan already being defined. The 'toy soldiers' immediately announced that they had asked 'at their expense' for an 'independent' opinion from prof. lawyer Fabrizio di Marzio. Who, it should be remembered, is a member of the Board of Directors of the Consorzi Agrari SCpA (founding partner of Federconsorzi 2), as well as head of the Legal Area of Coldiretti and 'creator' of Esiodo Srl which provides millionaire consulting services to CAI SpA (4 )
Chaos
The then president of CAPSI Giuseppe Bicocchi (Confagricoltura) asked for explanations from the president of Coldiretti Siena, Giacomo Neri, invoking respect for the previous agreements. Neri declared himself 'embarrassed' and announced his resignation, which however did not take place. Meanwhile, following the sudden death of Giuseppe Bicocchi, the vice-president Luca Marcucci (CIA) has temporarily assumed the presidency of CAPSI.
The precipitation of events seems to have induced the magic circle of Coldiretti to speed up the times. His five directors in CAPSI thus presented the 'disinterested' opinion of prof. lawyer Fabrizio Di Marzio who, curiously, disputes the industrial plan prepared by KPMG in the interest of the Agricultural Consortium of Siena and Arezzo. On the basis of having to discard the hypothesis of reorganization through the sale of non-instrumental properties, in order to apply an arrangement instead. (5)
Federconsorzi 2 - CAPSI. The new assault
The five councilors of Coldiretti have recently convened the CAPSI Board of Directors, where they express the majority, on 29.9.21. With an agenda that well expresses the wishes of Palazzo Rospigliosi and the business committee gathered around the Federconsorzi 2 operation:
- appointment of the new president,
- replacement of the director Ado Guerrini, appointed on 6.8.20, who had meanwhile restructured the Agricultural Consortium with better results than KPMG forecasts,
- adhesion to thereorganization project of agricultural consortia (CAI project)'.
CAI SpA and CAI Real Estate Srl, the leap into the dark
The members of the Board of Directors and the board of statutory auditors of the Agricultural Consortium of Siena and Arezzo, it seems, until a couple of weeks ago they would not have received any documents useful to understand the fundamentals or the details of the CAI SpA and CAI operation Real Estate Ltd.
It is foreshadowed therefore the risk of yet another leap in the dark whose decision it is doubtful will be remitted to the Board of Directors alone. All the more so if the members have approved a different path. It is worth underlining some elements of law and issues of merit.
Right
Law 410/1999 provides for the possibility for agricultural consortia to 'participate' in joint stock companies on the sole conditions that they hold the majority of votes in the ordinary meeting, and that the SpAs exercise activities in favor of the members of agricultural consortia in compliance with their mutualistic purposes' ( art 2-bis, as reformed by law 123/17, art. 2.3).
The bylaws of CAI SpA however, provides for a strengthened quorum (85%) for decisions on 'relevant meeting matters'. And the minority shareholder BF SpA, again according to the bylaws, is endowed with powers of control which in turn inhibit the other shareholders from exercising a power corresponding to the majority of votes in the ordinary shareholders' meeting. (6)
Merito
On the merits, the 850 members of the Agricultural Consortium of Siena and Arezzo should keep in mind what happened to the first four Agricultural Consortia that joined the Federconsorzi 2 operation:
- the value of their properties was drastically devalued, as well as their shareholdings in CAI Real Estate Srl, in favor of the financial shareholders (2,3). In an operation where a possible tax evasion (or fraud) is envisaged for a dozen million euros, (7)
- the identity and autonomy of their operational choices appear in turn destined to be wrecked in the name of a pharaonic project managed by others, in which various entities participate whose interests cannot obviously coincide with those of the individual local contexts.
Provisional conclusions
Italians Farmers and breeders, workers and citizens do not delude themselves. What is good for Coldiretti's magic circle is not always good for Italy, as it idealizes'what commands' (8,9).
Dario Dongo
Footnotes
(1) Dario Dongo. Federconsorzi 2 aka CAI SpA, a bit of clarity. GIFT (Great Italian Food Trade). 15.3.21/XNUMX/XNUMX, https://www.greatitalianfoodtrade.it/idee/federconsorzi-2-alias-cai-spa-un-po-di-chiarezza
(2) Dario Dongo. Federconsorzi 2 and CAI Real Estate, the real estate treasures of the Agricultural Consortiums. GIFTS (Great Italian Food Trade). 27.3.21/XNUMX/XNUMX, https://www.greatitalianfoodtrade.it/idee/federconsorzi-2-e-cai-real-estate-i-tesori-immobiliari-dei-consorzi-agrari
(3) Dario Dongo. Federconsorzi 2, 21 million euros burned to agricultural consortia in the bonfire of finance. #Clean shovels. GIFTS (Great Italian Food Trade). 30.3.21/XNUMX/XNUMX, https://www.greatitalianfoodtrade.it/mercati/federconsorzi-2-21-milioni-di-euro-bruciati-ai-consorzi-agrari-nel-falò-della-finanza-vanghepulite
(4) Dario Dongo. Federconsorzi 2, AgriRevi, AIPO (Unaprol). Gold business for Coldiretti's magic circle. GIFTS (Great Italian Food Trade). 3.6.21/XNUMX/XNUMX, https://www.greatitalianfoodtrade.it/idee/federconsorzi-2-agrirevi-aipo-unaprol-affari-d-oro-per-il-cerchio-magico-di-coldiretti
(5) The composition procedure, provided for in the bankruptcy law in article 182 and in turn updated by the 'cura Italia' decree, offers more space to the negotiating imagination of the parties. That is, it lends itself to complex operations, functional to the interests represented by prof. lawyer Of Marzio
(6) 'The CAI shareholders' agreements, although they provide that 'the veto of Bonifiche ferraresi cannot be exercised with reference to resolutions concerning matters and interventions for mutual purposes' have as their object the exercise of the right to vote in the CAI company, place limits on the transfer of the related shares and, above all, have as their object or effect the exercise of a dominant influence by Bonifiche Ferraresi over CAI ' (excerpt from question Hon. Saverio De Bonis to the Senate of the Republic. Inspection Union Act no. 4-04693. Published on 28.12.20, in session no. 284. http://www.senato.it/japp/bgt/showdoc/18/Sindisp/0/1187643/index.html)
(7) Dario Dongo. Federconsorzi 2, CAI Real Estate Srl. Evasion or millionaire tax fraud? #Clean shovels. GIFTS (Great Italian Food Trade). 7.7.21/XNUMX/XNUMX, https://www.greatitalianfoodtrade.it/idee/federconsorzi-2-cai-real-estate-srl-evasione-o-frode-fiscale-milionaria-vanghepulite
(8) Dario Dongo. Germina Campus, the Coldiretti holding company that speculates on farmers. #Clean shovels. GIFTS (Great Italian Food Trade). 13.6.21/XNUMX/XNUMX, https://www.greatitalianfoodtrade.it/idee/germina-campus-la-holding-di-coldiretti-che-specula-sugli-agricoltori-vanghepulite
(9) Dario Dongo. Public administration, loyalty to the state or to Coldiretti? #Clean shovels. GIFTS (Great Italian Food Trade). https://www.greatitalianfoodtrade.it/idee/pubblica-amministrazione-fedeltà-allo-stato-o-a-coldiretti-vanghepulite
Dario Dongo, lawyer and journalist, PhD in international food law, founder of WIISE (FARE - GIFT - Food Times) and Égalité.
