The Federconsorzi 2 transaction, aka CAI S.p.A. and CAI Real Estate S.r.l., burned 21 million euros in the bonfire of finance.
Serious doubts had already been expressed about the legitimacy of the participation of agricultural consortia in CAI SpA, in the lack of effective majority voting power in ‘relevant meeting matters,’ as well as in the absence of statutory mutualistic purposes. (1)
The CAI Real Estate S.r.l. maneuver proves to be even more devious, as the contributions of the four Agricultural Consortia (Tyrrhenian, Emilia, Adriatic, South Central) were cut by € 10 million and their shareholding was reduced by an additional € 11 million. Insight.
CAI Real Estate S.r.l., 11 million euro gift to financial partners
Coldiretti’s magic circle, as it turned out, (2) welcomed three business companies (or financial partners) into CAI Real Estate (or CAI RE) S.r.l:
– AgriCorporateFinance (ACF) Srl, the ‘aircraft carrier’ of Coldiretti’s ‘Green Enterprise’ scattered throughout Italy,
– Romed SpA, the ‘safe’ of the financier with the ups and downs of Carlo De Benedetti, and
– IPI SpA, itself run by members of De Benedetti’s circle.
Financial partners subscribed cash shares for respective € 4.5 million (ACF Srl), € 4 million (Romed SpA), € 4 million (IPI SpA). These correspond to 6.59%, 5.86% and 5.86%, respectively, of the total social assets (€ 68,215,385). Nevertheless, the CAI RE shareholders’ meeting agreed to allocate all rights, both property and administrative, in different proportions to individual contributions. (3) AgriCorporateFinance Srl thus obtained a de facto 15% share, Romed and IPI 10% each (see Fig. 1).
Fig. 1 – CAI Real Estate S.r.l., corporate shares and property rights, administrative
The result is an instant return on investment of more than 11 million for financial partners. Corresponding to this is an equally large capital loss for the Consorzi Agrari – Tirreno, Emilia, Adriatico, Centro Sud, and SCCA p.a. (Società Consortile dei Consorzi Agrari per azioni) – which in a clause in meeting minutes lost 20 percent of their holdings.
11 million, the mystery gift
Corporate rights, as a rule, correspond to shares, and shareholdings are allocated in proportion to contributions. The Civil Code, moreover, allows individual shareholders to be granted, in the articles of incorporation, ‘special rights concerning the administration of the company or the distribution of profits‘ (Article 2468). However, some questions remain to be clarified:
– Can an assembly resolution be equated with the certificate of incorporation?
– if the intention of the members was to amend the articles of incorporation, why does it not refer to its supplementation or amendment in the Agenda, or in the minutes themselves?
– is it possible to assign not ‘particular rights‘, administrative or patrimonial (as per Art. 2468 Civil Code), but all rights, in a share other than contributions?
– why does the Chamber of Commerce registration report the shareholdings of CAI RE S.r.l.’s trading companies in the amounts consistent with their actual contributions and not those allocated to them by resolution 27.7.20? Most importantly,
– How do you justify the €11 million gift from the Agrarian Consortia to AgriCorporateFinance, Romed and IPI? The assets contributed by the Agricultural Consortia in CAI Real Estate S.r.l. were the subject of sworn reports on 20.11.19. (4) Does a systematic and uniform reduction of about 20.4 percent in farmers’ holdings 8 months after the sworn estimates of their heterogeneous contributions express an awareness of a possible falsity of the expert reports, in marked excess? (5)
CAI Real Estate S.r.l., € 10 million surcharge to Agricultural Consortia only
Added to the gift of €11 million is a surcharge of €10 million on the holdings of agricultural consortia only, not also to trading companies. (6) That is, farmers’ contributions were cut by 10 million euros. Another anomaly that is really hard to understand. All the more so considering that CAI Real Estate S.r.l. was a newly established company, presumably lacking goodwill value, moreover, founded by the very Società Consortile dei Consorzi Agrari (SCCA) joint-stock company.
In practice, representatives of agricultural consortiums have given away about half of the value of their tangible real estate assets to financial partners. It is certainly not easy to navigate through the clauses of tens of thousands of deeds, including articles of incorporation and deeds of conveyance, but this is the gist. But it is necessary for farmers and ranchers to know where their treasures have gone at the behest of those who boast of looking after the interests of ‘Italian agriculture.
Back home Lelli
Gianluca Lelli then finally returns home. To the many conflicts of interest (1) the head of Coldiretti’s economic area now also adds the legal representation of AgriCorporateFinance (ACF) S.r.l., the first financial partner of CAI Real Estate S.r.l., which a few days ago moved its headquarters right to Palazzo Rospigliosi. It all adds up, except for the civil code.
ACF S.r.l. after all is a favorite creature of Coldiretti’s magic circle. Privileged, compared to those of Carlo Benedetti, because it not only shares its headquarters with CAI Real Estate S.r.l. but also provides it with administrative and management services. Ad abundantiam, he also appointed its general manager Mario Conti (formerly general manager of SIS S.p.A. – later acquired by B.F. S.p.A. – and before that director of Consorzio Agrario di Perugia).
#CleanSpades.
Dario Dongo
Notes
(1) Dario Dongo. Federconsorzi 2 aka CAI SpA, some clarity. GIFT(Great Italian Food Trade). 3/15/21, 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 Consorzi Agrari. GIFT(Great Italian Food Trade). 3/27/21, https://www.greatitalianfoodtrade.it/idee/federconsorzi-2-e-cai-real-estate-i-tesori-immobiliari-dei-consorzi-agrari
(3) CAI Real Estate Srl, minutes of meeting 27.7.20, article 9
(4) Notary deed Andrea Mosca 20.11.19, rep. 10568
(5) On 7/30/20 – with the transformation of CAI (Consorzi Agrari d’Italia) from a S.r.l. to a S.p.A. – the appraised value of the contributions in CAI RE S.r.l. of the four Consorzi Agrari was reconfirmed, with reports ad hoc in turn signed by the appraisers appointed by SCCA p.a. and B.F. S.p.A. In this way, among other things, CAI S.p.A. and B.F. S.p.A. itself consolidated in the financial statements the values estimated by the appraisers they selected
(6) CAI Real Estate Srl, minutes of meeting 27.7.20, introduction, item 11
Dario Dongo, lawyer and journalist, PhD in international food law, founder of WIISE (FARE - GIFT - Food Times) and Égalité.
