Federconsorzi 2 – aka CAI S.p.A. and CAI Real Estate S.r.l. – is preparing these days to storm the Agricultural Consortium of Siena and Arezzo, CAPSI.
#CleanSpades, 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 farmers and ranchers in the Grand Duchy of Tuscany. Real estate assets of € 70 million, according to recent KPMG estimate, and more than € 95 million in sales. Substantial growth, with a positive trend attested at +9 mln € in the first half of 2021 (compared to the previous year) that is confirmed in July and August.
The pearl is characterized by its historic headquarters in downtown Siena (€ 15 million estimate) and efficient property management. But above all because of the strategic value and international reputation of excellent productions, among its 850 members. From cereals to wines (Chianti classico, Brunello di Montalcino, Vernaccia di San Gimignano, etc.), Pienza’s pecorino cheese and various ovine caci, 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)-decided on a restructuring path, with the first goal of reducing the strong bank exposure (approx. € 30 million, out of 14 banks). KMPG was being tasked to present a business plan, which was approved by the Board as early as the first half of 2019.
The business plan was then updated, thanks to the ‘cure Italy’ decree (Decree Law 118/2021), through the introduction of a recovery plan to be agreed with creditors (Art. 67.3 Bankruptcy Law). With the aim of selling the non-capital assets and finalizing settlement agreements with banks by 9/30/21. Plan attested by Prof. Gianni Tarozzi. Operating results, meanwhile, exceeded KPMG plan forecasts. Green light from banks.
Federconsortia 2 – CAPSI. 2019, first attempt at conquest
Mid-2019 Coldiretti representatives on the Board of Directors of the Agricultural Consortium of Siena and Arezzo proposed to join the Federconsorzi 2 operation – aka CAI S.p.A. (1) But the proponents themselves were not entirely convinced, and the BoD rejected by a majority vote the idea of joining the Coldiretti magic circle bandwagon.
In fact, the presidents of the three provincial agricultural associations and their directors-Giacomo Neri for Coldiretti, Nicola Ciuffi for Confagricoltura, and Valentino Berni for CIA-had agreed to spruce up the pearl of the Grand Duchy with the business plan. Without the need to merge into CAI S.p.A., at the cost of losing identity and mutualism, sovereignty and value (2,3).
Agricultural Consortium of Siena and Arezzo, 2021. The will of the members
On 6/29/21, the CAPSI membership meeting voted unanimously:
– a 9-member board of directors (5 in Coldiretti, 2 in Confagricoltura, 2 in CIA). He then gave the presidency to Confagricoltura (Giuseppe Bicocchi) and the v.presidency to CIA (Luca Marcucci),
– The chairmanship of the board of auditors to Stefano Melchiorri. Who, combination, is also chairman of the board of auditors of Federconsorzi 2’s safe. That is, CAI Real estate S.r.l. participated by De Benedetti, where CAPSI’s 70 million properties are likely to go (2.3),
– The 2020 budget, with its accompanying notes. Therefore, also the guidelines and update of the business plan.
Federconsortia 2 – CAPSI. 2021, the trap
Coldiretti’s five delegates to the CAPSI Board of Directors, however, immediately turned the tables in the aftermath of their appointment. So much for previous agreements between the three agricultural confederations (see above, section Federconsorzi 2 – CAPSI. 2019, first attempt at conquest) and especially the expressed will of the members who unanimously approved the notes to the financial statements on 6/29/21.
The first maneuver of Coldiretti’s magic circle, through its 5 ‘toy soldiers’ on the ground, is the contestation of the redevelopment plan that is already in the making. The ‘soldiers’ immediately announced that they had sought ‘at their own expense’ an ‘independent’ opinion from Prof. Lawyer Fabrizio di Marzio. Who, it should be recalled, is a member of the board of directors of the Società Consortile Consorzi Agrari S.C.p.A. (a founding member of Federconsorzi 2), as well as head of Coldiretti’s Legal Area and ‘creator’ of Esiodo S.r.l., which provides multimillion-dollar consulting services to CAI S.p.A. (4)
Chaos
The then CAPSI president Giuseppe Bicocchi (Confagricoltura) asked Coldiretti Siena president Giacomo Neri for an explanation, calling for compliance with previous agreements. Neri declared himself ’embarrassed’ and announced his resignation, which did not happen, however. Meanwhile, following the sudden death of Giuseppe Bicocchi, vice-president Luca Marcucci (CIA) has provisionally assumed the presidency of CAPSI.
The precipitation of events seems to have prompted Coldiretti’s magic circle to speed up. Its five advisors in CAPSI thus presented the ‘disinterested’ opinion of Prof. Lawyer Fabrizio Di Marzio which, interestingly, disputes the business plan prepared by KPMG in the interest of the Agricultural Consortium of Siena and Arezzo. Alleging that redevelopment through sale of non-instrumental properties should be discarded, and instead an arrangement should be applied. (5)
Federconsortia 2 – CAPSI. The new assault
The five Coldiretti board members last convened the CAPSI board, where they express the majority, on 9/29/21. With an SO that well expresses the wishes of Palazzo Rospigliosi and the business committee gathered around the Federconsorzi 2 operation:
– appointment of new president,
– replacement of director Ado Guerrini, appointed on 6.8.20, who had meanwhile restructured the Agricultural Consortium with better results than KPMG predicted,
– Accession to the ‘agricultural consortia reorganization project (CAI project)‘.
CAI S.p.A. and CAI Real Estate S.r.l., the leap into the dark.
Members of the board of directors and the board of statutory auditors of the Consorzio Agrario di Siena e Arezzo apparently did not receive any useful documents until a couple of weeks ago to understand the fundamentals nor the details of the CAI SpA and CAI Real Estate Srl transaction.
The risk is thus foreshadowed of yet another leap in the dark whose decision is doubtful to be referred to the BoD alone. All the more so if the members have approved a different path. It is worth pointing out some elements of law and issues of substance.
Right
Law 410/1999 provides the possibility for agrarian consortia to ‘participate’ in joint-stock companies under the sole conditions that they hold a majority of votes in the ordinary meeting, and that the S.p.A. carry out activities for the benefit of members of agrarian consortia in accordance with their mutualistic purposes’ (Art. 2-bis, as reformed by Law 123/17, Art. 2.3).
CAI S.p.A.’s bylaws, however, provide for a strengthened quorum (85 percent) for decisions on ‘relevant meeting matters.’ And the minority shareholder BF SpA, again according to the bylaws, is endowed with controlling powers that in turn inhibit other shareholders from exercising power at the ordinary meeting that corresponds to a majority of votes. (6)
Merit
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 real estate was drastically written down, as were their stakes in CAI Real Estate S.r.l., in favor of financial partners (2.3). In an operation where possible tax evasion (or fraud) of a dozen million euros is foreshadowed, (7)
– identity and the autonomy of their operational choices appear, in turn, destined to founder in the name of a pharaonic project managed by others, in which various entities participate whose interests clearly cannot coincide with those of individual local contexts.
Interim conclusions
Farmers and ranchers, workers and citizens have no illusions. What is good for the Coldiretti magic circle is not always good for Italy, as idealized by ‘the one in charge‘ (8.9).
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) Dario Dongo. Federconsorzi 2, 21 million burned at agricultural consortia in finance bonfire. #CleanSpades. GIFT (Great Italian Food Trade). 3/30/21, 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). Golden business for Coldiretti’s magic circle. GIFT (Great Italian Food Trade). 3.6.21, https://www.greatitalianfoodtrade.it/idee/federconsorzi-2-agrirevi-aipo-unaprol-affari-d-oro-per-il-cerchio-magico-di-coldiretti
(5) The arrangement procedure, provided for in the bankruptcy law in Article 182 and itself updated by the ‘cure Italy’ decree, offers more room for the parties’ negotiating imagination. That is, it lends itself to complex operations that are functional to the interests represented by Prof. Di Marzio, lawyer
(6) ‘The CAI shareholders’ agreements, although they provide that ‘Bonifiche ferraresi’s veto cannot be exercised with reference to resolutions concerning matters and interventions with a mutual purpose’ have as their object the exercise of voting rights in the CAI company, place limits on the transfer of the relevant shares, and, above all, have as their object or effect the exercise of a dominant influence of Bonifiche ferraresi over CAI’ (Excerpt from question Hon. Saverio De Bonis to the Senate of the Republic. Act of Inspection No. 4-04693. Published on 12/28/20, 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. Million-dollar tax evasion or fraud? #CleanSpades. GIFT (Great Italian Food Trade). 7.7.21, https://www.greatitalianfoodtrade.it/idee/federconsorzi-2-cai-real-estate-srl-evasione-o-frode-fiscale-milionaria-vanghepulite
(8) Dario Dongo. Germina Campus, Coldiretti’s holding company speculating on farmers. #CleanSpades. GIFT (Great Italian Food Trade). 6/13/21, 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? #CleanSpades. GIFT (Great Italian Food Trade). 27.6.21 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.
Laboratory technician, passionate about the production and distribution of food products, consumer information and culinary art.
