The Board of Directors, meeting today in Verona under the chairmanship of Paolo Bedoni, having acknowledged the outcome of the option offer pursuant to Article 2437-quater of the Italian Civil Code, already communicated to the market on 30 November 2020, resolved , with a view to a quick definition of the withdrawal procedure, to proceed directly with the redemption by purchasing the shares held by the shareholders who legitimately exercised the right of withdrawal, for a total of no. 20,577,624 shares and therefore to recognize to them the value established in the event of withdrawal of € 5.47 per share, with a maximum term for the liquidation in favor of the shareholders on January 31, 2021, using the available reserves for this purpose from profits, more precisely by withdrawing the relative amount from the extraordinary reserve. The Company reserves the right to communicate in the continuation of the procedure the precise terms and conditions for the settlement of the redemption transaction by purchase.
The repurchase by Cattolica of these shares subject to withdrawal, corresponding to an outlay of € 112,559,603, would have a detrimental impact on the Group’s Solvency II Ratio equal to approximately 8 percentage points. As a result of and as a result of this repurchase, the Company would hold no. 27,902,475 treasury shares, equal to 12.2% of the share capital.
The Board of Directors has also given a mandate to the Chief Executive Officer to verify the legitimacy of certain positions of shareholders subject to dispute in the context of the withdrawal procedure, for a maximum value of approximately € 3 million, and to assess their possible acceptance, screening them case by case, with the consequent relative increase in the number of shares to be purchased.
The Board also approved the proposed reorganization of the Chief Executive Officer, Carlo Ferraresi. The new organizational structure identified by the head of the company is aimed at defining a new Group structure that is more streamlined and functional to business strategies, customers and market challenges, which has radically changed during this year characterized by the strong impacts linked to the Coronavirus .
At the conclusion of the 2018-2020 three-year business plan, the company and Valter Trevisani concluded their professional collaboration by mutual agreement.
In the same session, the Board of Directors appointed Marco Lamola as Deputy General Manager with a specific focus on the Agent Network.
In addition to Lamola, the three Deputy General Managers will continue to report directly to the Chief Executive Officer: Nazareno Cerni with responsibility for Non-Motor Damage and Reinsurance; Samuele Marconcini with the role of COO to whom the Claims will report in addition to the previous responsibilities; and Atanasio Pantarrotas, CFO of the Group with the addition of the M&A structure.
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