Opinion regarding the estimation of the fair conversion ratio of saving shares into ordinary shares of Italcementi S.p.A.

Transcription

1 Opinion regarding the estimation of the fair conversion ratio of saving shares into ordinary shares of Italcementi S.p.A. This is an English unofficial courtesy translation of the original opinion prepared in Italian language. Please consider that only the original version in Italian language has legal value. Introduction and task. Italcementi S.p.A. ( ITC or the Company ) is a company listed on the MTA ( Mercato Telematico Azionario ) equity market managed by Borsa Italiana S.p.A. and operates in the cement sector. The Company is controlled by Italmobiliare S.p.A., which owns 60.36% of the ordinary share capital. ITC has two categories of stock securities, both of which are traded on the MTA: i) million ordinary shares, with a market capitalisation of 1,357 million 1 ; ii) million saving shares, with a market capitalisation of 439 million 2. ITC and its reference shareholder are planning a complex operation aimed at simplifying the ITC group which is based on the conversion of ITC savings shares into ordinary shares of the same company ( Transaction ). In the context outlined above, the Board of Directors ( Board ) of ITC, represented by its Chief Executive Officer, Mr. Carlo Pesenti, gave mandate to myself, Prof. Angelo Provasoli, university professor and chartered accountant, the task of drafting a professional opinion ( Opinion ) regarding the identification of the conversion ratio of savings shares into ordinary shares which, in the specific situation of ITC, can be considered fair from an economic and financial perspective, also taking into account evidence from previous similar transactions. 1 The capitalisation figure is calculated on the average price of the month preceding March 4 th 2014 ( 7.83). The number of securities specified above refers to outstanding shares. 2 The capitalisation figure is calculated on the average price of the month preceding March 4 th 2014 ( 4.17). The number of securities specified above refers to outstanding shares. 1

2 Subject and purpose. The specific subject of this Opinion is the conversion ratio which constitutes the exchange price for the Transaction. The Opinion does not cover any legal, procedural and market aspect. In accordance with the mandate, the purpose of the Opinion is to present data and other information to allow the Board and ITC shareholders to make a decision regarding the definition of a conversion ratio consistent with the market practices, the specific characteristics of the Transaction and the best interpretations of the doctrine and the empirical studies on the subject. This Opinion does not aim at defining the correct conversion ratio to be proposed to shareholders of ITC; this final decision is (and remains) under the competence and the responsibility of the ITC Board. Instead, the Opinion aims at illustrating and providing the relevant information framework for the Transaction in order to support the deliberating bodies of ITC in their decision. The Transaction in summary. Based on the information provided and as far as the purpose of the Opinion is mainly concerned, the conversion of ITC savings shares into ordinary shares is characterised by the following features: it is mandatory 3 ; it will not include any cash balance; it refers to savings shares, which have administrative and financial rights that are typical of this share category. According to the provisions of the Articles of Association, ITC saving shares 4 : i) do not have voting rights; ii) have the right, at the time of distribution of profits, to a dividend of up to 5% of their nominal value and benefit from a dividend increase of 3% of their nominal value in comparison with ordinary shares dividends; iii) benefit from an accumulation right in the two subsequent years in case of assignment of a 3 Moreover, and in the case that the special savings shareholders meeting does not approve the operation, the conversion proposal becomes optional. 4 Please refer to the Articles of Association of ITC, nn. 7 and 32. 2

3 dividend below the aforementioned thresholds; iv) in case of distribution of reserves, maintain the same financial rights as those of ordinary shares; v) are senior with respect to ordinary shares in case of share capital reduction following the coverage of losses and in the case of capital reimbursement; Starting from the Effective Transaction Date, the owners of the savings shares will lose their economic rights, privileges and category safeguards indicated in the Articles of Association of ITC (such as the right of undistributed dividend accumulation applicable to the net incomes of 2012 and 2013) and will acquire the administrative and financial rights of the ordinary shares; it considers January 1 st 2014 as the Effective Transaction Date. Reference date and documentation used. The analyses carried out are based on the information available at the date of the Opinion. Therefore, the formulated evaluations refer to the date at which the Opinion is prepared. The analyses are based on the economic and market information supplied by the management and by the financial advisors of ITC as well as on publicly available financial information (Consob, Italian stock exchange, Bloomberg, corporate documents, financial analysts, etc.). Methodological framework of the analyses. As said, the Transaction will result in the replacement of ITC savings shares with ITC ordinary shares. The Transaction, in other terms, determines an exchange of stock securities of different categories. As a result, the conversion ratio is conceptually derived from the comparison of the unitary values of the savings shares and the ordinary shares which are considered in the specific perspective of the Transaction. According to the economic and financial doctrine, the conversion ratio not only reflects the intrinsic values of the shares (ordinary and saving) at the reference date of the Transaction but also the expectations of the corresponding 3

4 shareholders in relation to the values of their relative financial and administrative rights. Indeed, as a result of the conversion, savings shareholders will lose the (mainly financial) privileges which the law and the Articles of Association attribute to the category and, in return, will acquire the administrative rights pertaining to ordinary shareholders. On the contrary, the ordinary shareholders, both majority and minority, will see their administrative rights diluted but will benefit from a potential increase of their financial rights. In reality, the values of the rights which are acquired and lost by the ordinary and savings shareholders can assume measures which, both in absolute and relative terms, depend on the situations which are present in the specific conversion transactions. The values under consideration are indeed dependent on multiple economic and administrative factors; according to economic and financial theory, the primary factors are the following: i) expectations of future preferred dividends as formulated by the savings shareholders at the reference date of the conversion; ii) expectations relating to the potential marginal incidence of the voting rights which can be exercised by savings shareholders after the conversion in the ordinary and extraordinary shareholders meetings of the company; iii) expectations relating to the relative levels of value volatility and of liquidity of the ordinary and savings shares as well as to the prospects of value capital increase for the two categories of shares. In particular, it should be noted that the value that can be theoretically assigned to the administrative rights of ordinary shares tend to be greater when the dilution effect following the conversion could reasonably result in changes in the control structure; on the other hand, the value of financial rights that savings shareholders give away through the conversion may assume measures which, among others, are direct function of the expectations of the amount of the financial privileges which will be lost. From a market perspective, the conversion ratio is defined, as previously noted, by comparing the price of the ordinary share determined in different ways (spot or average price relative to significant periods of varying length) with the price 4

5 of savings shares coherently determined and typically increased by a premium in order to favour the savings shareholders. In substance, the determination of the conversion ratio will depend upon two elements that are partially correlated: a) the difference between saving and ordinary shares market prices (calculated with respect to ordinary shares). This difference, which is typically negative, is defined as the market discount ; b) the conversion premium attributed to the savings shares, which consists in an increase of the market price of the savings shares that is used as a reference for the ratio calculation 5. With regard to point a), as noted above, savings shares typically trades at a discount with respect to ordinary shares. The primary factors determining such discount are described by economic and financial theory as well as by empirical studies and researches on the matter. The main theoretical determinants of the differences between market prices of the two categories of shares are related to the value attributed to voting rights in connection with the control contestability of the company 6 ; the stake owned by the first shareholder 7 ; the financial privileges of 5 Calculated in percentage terms with respect to the price of the saving share. 6 Please refer, among others, to Ferretti R., Murgia M. and Sandri, S., Il valore delle azioni di risparmio: nuove evidenze empiriche ( The value of savings shares: new empirical evidence ), Finanza Imprese e Mercati, no. 3, 1993, pages ; Linciano N., Azioni di risparmio e valore del controllo: gli effetti della regolamentazione ( Savings shares and the value of controls: the effects of regulations ), Quaderni di Finanza, Consob, no. 53, December 2002, pages 7-11; Guatri L. and Bini M., Nuovo trattato sulla valutazione delle aziende, Università Bocconi Editore, 2005, pages Please refer, in particular, to Linciano N., Azioni di risparmio e valore del controllo: gli effetti della regolamentazione ( Savings shares and the value of controls: the effects of regulations ), Quaderni di Finanza, Consob, no. 53, December 2002, page 22. 5

6 savings shares 8 as well as the number (or capitalisation) of savings shares compared to ordinary shares 9. With regard to point b), the observation of previous comparable market transactions permits to conclude for the systematic presence of premia, even though economic and financial theory has not extensively dealt with this aspect 10. The premium is sometimes interpreted as an "incentive" for savings shareholders to participate in the conversion considering that the transaction, when compulsory, not only results in the cancellation of their shares, but also determines the termination of the corresponding category of shares 11. The conversion premium is typically determined by adjusting the data provided by past transactions to the peculiarities of each specific case. As a result, when making decisions in connection with potential conversion transactions, importance is given to average and/or median values of previous explicit or implicit premia. For the purposes of the determination of the conversion ratio, these data are linked to the prices of the shares of the two categories related to significant time periods. Evidence of premia used in historical conversion transactions, properly classified in homogeneous classes on the basis of specific variables, permit to identify relationships which, although not exhaustive, contribute to understand a significant portion of the determinants of past conversion ratios decisions. Such 8 Please refer to, among others, to Ferretti R., Murgia M. and Sandri, S., Il valore delle azioni di risparmio: nuove evidenze empiriche ( The value of savings shares: new empirical evidence ), Finanza Imprese e Mercati, no. 3, 1993, page 359; Linciano N., Azioni di risparmio e valore del controllo: gli effetti della regolamentazione ( Savings shares and the value of controls: the effects of regulations ), Quaderni di Finanza, Consob, no. 53, December 2002, page Please refer to, among others, to Linciano N., Azioni di risparmio e valore del controllo: gli effetti della regolamentazione ( Savings shares and the value of controls: the effects of regulations ), Quaderni di Finanza, Consob, no. 53, December 2002, page With regard to this point, please consider the contribution of Bigelli M., Le azioni di risparmio. Un analisi economica e gli effetti sulla governance dell impresa ( Savings shares. An economic analysis and the effects of governance on the company ), Il Mulino, 2003, pages Please refer to Bigelli M., Le azioni di risparmio. Un analisi economica e gli effetti sulla governance dell impresa ( Savings shares. An economic analysis and the effects of governance on the company ), Il Mulino, 2003, page

7 evidence is also useful in channelling the choice of conversion ratio should one base the decisions on market practices. Summary of analyses performed. Having taken into account the methodological framework above summarized, the undersigned performed technical in-depth analyses in two areas: i) analysis of the market discount of savings shares vs. ordinary shares of ITC; ii) analysis of conversion premia assigned in recent transactions. A summary of the two categories of analysis is described below. With regard to the market discount, analyses from different perspectives were performed. First of all, the market discount trends over the last three years of ITC savings shares were analysed. The key results derived from this analysis are the following (Attachment 1): during the period mentioned above, ITC savings shares traded at a significant discount with respect to the ordinary shares; the market discount remained relatively stable over time, though evidencing a tendency to decrease in more recent time. The average discount over three years, one year and six months is, respectively, equal to 50.8%, 48.4% and 46.9%. In the last six months, the discount averaged between 46% and 47%, with a spot figure of 45.4% on March 5 th The relative stability of the market discount in the last year, particularly in the last six months, appears to be significant. The market discount in the last six months is also substantially confirmed by the target price broker consensus (even if not much populated) of ordinary and savings shares of the company 12. The undersigned also analysed the market discount of ITC savings shares compared to the market discounts of savings shares listed on the MTA. A sample 12 Indeed, a comparison between the average target price in the last 12 months yields a discount of about 46% (source: Bloomberg consensus). 7

8 including industrial companies with a non-marginal market capitalisation of saving shares 13 compared to ordinary shares 14 was selected. The examined sample evidenced, in the last month, an average and a median discount of 36% and 34%, respectively. The market discount of ITC (close to 46%) is therefore higher than the intermediate data of the sample and close to the higher levels of current market discounts. With regard to the conversion premium, the undersigned analysed the conversion transactions which were conducted in Italy since the year For this purpose, a sample of transactions presenting similarities with the Transaction was selected. In particular, the following types of conversion transactions were taken into account: i) mandatory and voluntary; ii) stock exchange listed savings shares converted into listed ordinary shares, iii) no cash balance. The sample is made up of 17 transactions, distributed across a time period, as noted above, between 2000 and With regard to the sample analysed, the premia were calculated based on the monthly average price of savings shares. This time period was preferred to longer time periods or spot prices. The analysed transactions reveal an average premium of 15.8% (over one month) and a median of 16.2% (over one month). The premium data relative to this time period have the advantage of expressing the current performance of the security and to eliminate potential fluctuations in the very short term. The results of the analysis are reported in Attachment 2 of this letter. Furthermore, the analysis focused on specific subgroups (clusters). The selection criteria for the clusters are based on the variables that economic and financial 13 The threshold of reference was defined at 3%. 14 The sample was formed from seven savings shares: Buzzi Unicem, Danieli, Italmobiliare, RCS Mediagroup A, RCS Mediagroup B, Saes Getters, Telecom Italia. 8

9 theory consider to be relevant in explaining market discount and, indirectly, the conversion premia of savings shares. The criteria used for the composition of the clusters are the following: autonomy of the shareholder in deciding whether to adhere or not to the offer, and therefore with a separation of the mandatory conversions (12) from the voluntary ones (5); stability of the shareholding structures of the issuer, with a distinction between conversions in which the first shareholder holds more than 50% of the ordinary shares (13) and other transactions in which the first shareholder holds less than 50% of the ordinary capital (4); relative weight, in terms of market capitalisation, of savings shares vs. ordinary shares, to take into consideration the potential effect of a possible dilution of control following the conversion. A distinction was made between transactions in which the weight of the savings shares (compared to the ordinary shares) was greater than 20% (7) from the others (10); implementation of the conversion, with a distinction between transactions in which the conversion was implemented with a one to one ratio (10) and those which were realised on the basis of a ratio that was less than one (7). This analysis intended to measure the premium recognised in each cluster whose characteristics were most similar to those of the Transaction, which is characterized by the following factors: i) mandatory conversion (in its primary form); ii) presence of stable control, with the first shareholder holding 60% of the ordinary share capital; iii) significant relative weight of the market cap of the savings shares and equal to c.32% of ordinary shares market cap; iv) a conversion ratio of less than one. The summary data relative to the various clusters are reported in Attachment 3. The analyses reveal that conversion premia are, on average, higher than the overall average for mandatory conversion transactions (17.1% over one month) as 9

10 well as for those in which the conversion ratio is less than one (18.8% over one month). The premia, on the other hand, are lower when transactions are realised in the presence of a shareholder with stable control (14.0% over one month) as well as when savings shares represent a significant weight in terms of relative market capitalisation (14.4% over one month). This evidence, even taking into consideration the limits due to the limited number of sample elements, appears to present similarities with the results found by the economic and financial theory. On the basis of the above mentioned analyses, it is possible to draw an initial useful indication for the estimation of premia and, indirectly, for the conversion ratios. In fact, and with respect to previous transactions that are characterised by elements in common with the Transaction, it is possible to identify a significant range of premia, based on the minimum and maximum average premia of the clusters above mentioned, after rounding, between 14% and 19% over the 1- month average. To complete the above analysis, an attempt was made to understand if, in previous transactions, the premia could be considered statistically correlated to certain potentially relevant factors. With regard to this point, it was observed that, in those cases in which market discount, in periods close to the date of the transaction, was not greater than 25%, conversions are typically realised with a premium that leads to a conversion ratio of one. In these cases, the conversion ratios are proportional to the market discounts. As a result, in these transactions, there is a very close correlation between market discount and premium offered. For this reason, the undersigned studied in greater detail the relations between potentially relevant variables in transactions where the conversion ratio was less than one, as will most likely occur in the case in question. Based on a linear regression analysis, the undersigned, despite the already mentioned limit for samples composed by a limited number of elements, noted that the conversion premium tends to have values which retain a good level of significance with respect to the following variables: 10

11 the percentage stake of ordinary share capital held by the first shareholder. In particular, the regression highlights that an increase in the stake in the ordinary capital held by the first shareholder results in a decrease in the conversion premium offered to owners of saving shares; the relative weight (in terms of market cap) of the savings compared to the ordinary shares, The regression highlights that an increase in the relative weight of savings shares results in a a decrease in the conversion premium offered to owners of saving shares. The correlations evidenced by the regression analysis (Attachment 4), when applied to the case under analysis, yield conversion premia ranging from 18.7% to 19.4% based on 1-month average. Limits of the analyses. This Opinion must be interpreted in light of the limits described below. When conducting the analyses, we have relied upon the truthfulness, accuracy and completeness of all the information that was utilised (either internal or public), without conducting any autonomous verification of this data. An assessment relative to the reasonableness of the proposed conversion conditions essentially depends upon the market performance of the securities in question (ordinary and savings shares), both in terms of volumes and intensity of trading, as well as in terms of the quotes themselves. As a result, this document and its conclusions could change on the basis of significant changes in market conditions. An assessment relative to the reasonableness of the proposed conversion conditions also essentially depends on observations of market practices pertaining to the recognition of premia in similar transactions in the recent past. With regard to this point, it should be noted that the meaning and the effective comparability of past transactions with respect to the one under analysis is intrinsically subject to limitations; these include the fact that recent transactions were limited in 11

12 number and that individual transactions may have differing characteristics or justifying reasons. As a result, this analysis has to necessarily use, as a reference, the sample of conversion transactions that were implemented in recent years (the only ones available and relative to the Italian market), despite knowing that these transactions could be partially different from the one under analysis; as a result, information derived from the analysis of these transactions can yield a preliminary order of premium magnitude which can be useful to identify, in this specific Transaction, the premium to be proposed. Conclusions. Based on the analysis of the relevant conversion transactions implemented in Italy between 2000 and 2013, and on the basis of the aforementioned documentation and with the limits noted above, the following conclusions can be drawn: a) average market discount of ITC savings shares with respect to ITC ordinary shares is essentially stable. The average discount, in fact, is included between c.46% and c.48% in the past year and between c.46% and c.47% in the last 6 months; b) given the relative stability of market discount, it appears reasonable to assume, as a reference for the calculation of premia and conversion ratios, the average prices of saving shares and discounts in the month prior to March 4 th Given this time period, the average discount of the savings shares was equal to 46.7%, thereby corresponding to a conversion ratio of 0.533x; c) analysis of data from the sample of relevant conversion transactions during the period revealed the following: i. the average premium (over one month) recognised in the transactions relative to the entire sample was equal to 15.8%; ii. the average premia (over one month) recognised in the same period for transactions grouped into clusters on the basis of factors significant for 12

13 this transaction (mandatory conversion, majority shareholder with a quota >50%, market capitalisation of savings shares with respect to ordinary shares of >20%, conversion ratio <1) is included between 14% and 19%; iii. an analysis of the existing correlation between average conversion premia (over one month) and i) the percentage stake of the first shareholder, ii) the market capitalisation of savings vs. ordinary shares, pointed out, for the cluster of transactions characterised by conversion ratios <1, premia ranging between 18.7% and 19.4%. The table below summarises the data of the average premia (one month) described above. Table no. 1: Summary of conversion premia for the sampled transactions. Range of conversion 1 month average Premium Share conversion ratio Average Sample from 2000 to today 15.8% 0.617x Cluster of mandatory conversions 17.1% 0.624x Cluster with majority shareholder >50% 14.0% 0.607x Cluster with market cap savings/ord >20% 14.4% 0.610x Cluster with share conversion ratio <1 18.8% 0.633x Regressions Majority shareholder vs premium of one month 18.7% 0.633x Market cap savings/ord vs premium of one month 19.4% 0.636x The information which was collected and reported above suggests, first of all, to use, as primary reference to determine the conversion ratios in the Transaction, the range included within the minimum and maximum averages of the clusters described above (14%-19%), with a central value that is close to the overall average of the sample (15.8%). 13

14 An in-depth analysis of the data, implemented through a regression analysis for the factors that appear relevant in the current case, reveals, however, that conversion premia can be allocated within the upper part of the aforementioned range and even exceed its upper limit (18.7%-19.4%). Given these analyses, it seems reasonable to set, for this Transaction, a conversion premium based on the upper limit of the aforementioned range (19%) as primary point of reference. As a result, the range of conversion ratios that are pertinent to this Transaction can be reasonably allocated in a range whose primary point of reference is 0.634x. The Board of Directors may therefore autonomously assume this ratio (0.634x) as the primary value of reference, and applying potential rounding, even upwards, in order to incorporate all the conditions that are specifically connected to this Transaction. The table below illustrates the implicit premia 15 for conversion ratios that are in a range close to 0.634x and coherent with the above mentioned conclusion. Table no. 2: Summary of implicit premia in the range of conversion ratios between 0.630x and 0.650x. Share conversion ratio 0.630x 0.635x 0.640x 0.645x 0.650x Premium vs spot 15.4% 16.3% 17.2% 18.1% 19.0% Premium vs 1 month average 18.2% 19.2% 20.1% 21.0% 22.0% Premium vs 3 month average 17.7% 18.6% 19.5% 20.5% 21.4% Premium vs 6 month average 18.6% 19.5% 20.5% 21.4% 22.4% Milan, March 5 th 2014 Prof. Angelo Provasoli 15 Premia calculated with respect to the official spot price of March 5 th 2014 (source: ITC site) and the official average quotes of the past month (source: Bloomberg) as well as the last quarter and half-year prior to March 4 th

15 - Attachment 1 - Prof. Angelo Provasoli

16 Figure 1a Price changes for savings and ordinary shares of ITC in the period from January 2011 March % Volume ord (% nosh) Ordinary % 8 2.0% % 2 0.0% 0 Mar 2011 Oct 2011 May 2012 Dec 2012 Jul 2013 Feb 2014 Spot 1 month 3 month 6 month 1 year 3 year Average price Ord Average price Sav Market discount 45.4% 46.7% 46.5% 46.9% 48.4% 50.8% ADTV ord (NOSH) 0.14% 0.12% 0.13% 0.15% 0.21% ADTV risp (NOSH) 0.17% 0.13% 0.12% 0.13% 0.14% Note: The spot price is the official price on March 5 th 2014 (source: ITC site): the average prices are calculated by referring to the official prices for the period prior to March 4 th 2014 (source: Bloomberg). Figure 1b Market discount for savings shares with respect to ordinary shares of ITC in the period January March Price ord Average rolling discount 3m Average rolling discount 3 years Discount Ord vs Sav Average rolling discount 6m 64.0% 60.0% % 52.0% % 44.0% % Mar 2011 Oct 2011 May 2012 Dec 2012 Jul 2013 Feb 2014

17 - Attachment 2 - Prof. Angelo Provasoli

18 Table no. 2 Conversion premia applied in operations within Italy in the period Announcement Type of Conversion premium Company date conversion 1 day 1 month 3 month 6 month Exor feb-13 Mandatory 10.2% 14.7% 14.4% 17.5% Fiat industrial ott-11 Mandatory 37.2% 33.6% 33.7% 28.6% Fiat auto ott-11 Mandatory 27.9% 26.7% 24.4% 20.0% Caltagirone mag-07 Mandatory -2.6% -0.4% 0.4% -0.6% Valentino FG nov-05 Mandatory 17.6% 20.2% 22.8% 23.6% Indesit mar-05 Voluntary 5.7% 7.5% 7.3% 7.5% Saes Getters lug-04 Voluntary 10.0% 16.7% 13.5% 13.8% Intek dic-03 Mandatory 3.1% 2.3% 1.4% 1.4% Finnat set-03 Mandatory 22.9% 20.6% 19.6% 19.3% NGP mag-03 Mandatory 2.4% 11.5% 28.7% n.d. IFIL mar-03 Voluntary 13.1% 15.4% 17.4% 16.8% Cofide dic-01 Mandatory 11.0% 5.8% 4.2% 8.8% Alleanza nov-01 Mandatory 28.9% 32.1% 41.7% 50.4% Merloni mar-01 Voluntary 10.5% 18.4% 19.4% 20.4% Buzzi Unicem nov-00 Voluntary 0.4% 4.8% 6.7% 13.1% Recordati set-00 Mandatory 13.6% 16.2% 10.1% 13.5% CIR set-00 Mandatory 14.8% 21.6% 26.1% 32.2% Average 13.3% 15.8% 17.2% 17.9% Median 11.0% 16.2% 17.4% 17.1%

19 - Attachment 3 - Prof. Angelo Provasoli

20 Table no.3 Cluster analysis. N. of Conversion premia Cluster Type of conversion transactions 1 day 1 month 3 month 6 month 1 Mandatory % 17.1% 19.0% 19.5% Voluntary 5 7.9% 12.6% 12.9% 14.3% 2 Shareholder with quota >50% % 14.0% 15.9% 17.1% Shareholder with quota <50% % 21.6% 21.3% 20.3% 3 Weight of savings shares >20% % 14.4% 14.0% 16.8% Weight of savings shares <20% % 16.7% 19.4% 18.8% 4 Share conversion ratio < % 18.8% 17.9% 18.0% Share conversion ratio = % 13.6% 16.6% 17.8% Source: Bloomberg

21 - Attachment 4 - Prof. Angelo Provasoli

22 Regression no. 1 - Statistical relation between premium offered at one month and the quota of majority shareholder. 35.0% premium at one month 30.0% 25.0% 20.0% 15.0% y = x R² = % 20.0% 30.0% 40.0% 50.0% 60.0% 70.0% 80.0% majority ordinary shareholder Regression no. 2 - Statistical relation between premium offered at one month and the relative weight of savings shares versus ordinary shares. 35.0% premium at one month 30.0% 25.0% 20.0% 15.0% y = x R² = % 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% Mkt Cap savings / ordinary