Second act of the legal battle between Unicredit and the Government, started following the exercise of the Golden Power on the OPS for Banco BPM, blocked by the stakes placed by the MEF on the operation, which ultimately forced the Piazza Gae Aulenti Institute to withdraw the Public Exchange Offer (OPS) on Banco BPM and change the fate of the banking risk.
Unicredit appeals to the Council of State
Unicredit, according to rumors reported by sources close to the dossier, currently not confirmed by the Institute, has filed the appeal with the Council of State on the TAR ruling relating to the Golden Power. The management’s objective would be to “clarify”.
The news that Unicredit’s management was considering appealing to the Council of State, which circulated insistently in the operating rooms yesterday, had set the stock on the stock exchange in turmoil, gaining well over 3%.
The TAR’s decision
In mid-July, the Lazio Regional Administrative Court had “partially” accepted Unicredit’s appeal against the exercise of the Golden Power, which had placed limits on the OPS on Banco BPM. The Administrative Court of Lazio, in particular, had accepted two points of the appeal presented by the bank against the Prime Ministerial Decree (Dpcm) on the Golden Power and had “rejected” two others, which were considered legitimate.
Among the two canceled points was the time reference (5 years) of the request “not to reduce for a period of five years the loan/deposit ratio practiced by Banco BPM and UniCredit in Italy, with the aim of increasing loans to national families and SMEs”. The second canceled point concerned the obligation to maintain the level of the project finance portfolio. However, there was no comment on the prescription of the Prime Ministerial Decree which imposed Unicredit’s exit from Russia and on the need to maintain Anima’s investments in Anima’s Italian assets.
Brussels’ doubts
The TAR’s decision was then followed by the intervention of the European Commission, which expressed doubts about the correct exercise of the Golden Power on the OPS for Banco BPM.
Brussels had in fact given 20 days to the MEF to present its observations regarding the Prime Ministerial Decree on Golden Power, to dispel the doubt that the exercise of the power violated European legislation on mergers, as:
“the adoption and entry into force of the decree, in its current form, without prior communication to the Commission, violates the specific communication and suspension obligations provided for in this provision, and the decree, in its current form, is contrary to EU rules on the free movement of capital, to the exclusive competence of the ECB as a prudential supervisory authority pursuant to Article 127, paragraph 6, TFEU and the SSMR, as well as to the legislation on financial services, including the CRD Directive, the Oicvm, the Mifid II directive and the Gefia directive”.
Conso’s suspension and abandonment of the OPS
The decision of the TAR and the concomitant findings of the EU then pushed Consob to suspend the OPS for 30 days, due to the “situation of uncertainty created”, which did not allow investors “to reach a well-founded opinion on the offer”. A decision which ultimately led the Piazza Gae Aulenti Institute to withdraw the offer.
