GBL: a CVC block makes up 60% of the progress on Recordati, 10.98% of the capital would still be missing

On 15 October, CVC, GBL's partner in the offer for Recordati, signed an agreement outside the offer to buy a block of 1,372,657 shares, 0.66% of the capital, at €53, with delivery expected by 20 October at the latest. The block makes up 60% of the consortium's progress from 13 to 16 October, and once delivered, 10.98% of the capital would still be missing for the 66.67% threshold, five sessions before the close on 23 October. The final count, or a waiver of the threshold, will decide, together with the offer's other conditions, whether GBL takes its investment up to approximately 10% of its NAV.

Why it matters for GBL shareholders: on 22 May, GBL announced that it would invest up to approximately 10% of its NAV at 31 March 2026, then €13.3bn, alongside the CVC IX fund. At 30 June 2026, its NAV stood at €13,079m. Its vehicle, Black Mountain, holds 6,800,946 Recordati shares, 3.25% of the capital, the same number as in the offer document of 20 July and on 13 and 16 October: the purchases outside the offer are CVC's. Bought on the market for €350m according to GBL's half-year report, and valued at €349m at 30 June, these shares are part of that envelope. The block brings the consortium closer to the threshold, but 10.98% of the capital would still be missing five sessions before the close.

The threshold is read by adding two flows published separately. The first is acceptances, the shares tendered to the offer: 100,815,587 at 16 October according to the Teleborsa news agency, or 50.78% of the 198,525,562 shares targeted and 48.21% of the capital, which comprises 209,125,156 shares. Rossini, the controlling shareholder selling its stake, tendered 97,912,463 of them, 46.82% of the capital. Other shareholders had tendered 1.39% of the capital at 16 October, against 1.12% at 13 October, when Teleborsa counted 100,249,177 shares tendered. On 19 October, the last count known before this publication, Teleborsa counted 101,036,931, or 50.89% of the shares targeted. The second flow is purchases outside the offer, published by the offeror. CVC held 7,132,434 shares on 13 October, then 7,479,471 on the evening of 16 October, after buying 143,889 shares that day. Once the block is delivered, CVC would hold 8,852,128, 4.23% of the capital (Opulion calculation). The note of 15 October gave 8,708,239 shares after delivery: that figure predates the purchases of 16 October. Opulion reading, as in its analysis of 8 October, updated on 12 October: adding acceptances to all the shares held by CVC and Black Mountain gives 54.34% of the capital at 12 October, 54.60% at 13 October (114,182,557 shares), 55.04% at 16 October before the block (115,096,004) and 55.69% with it (116,468,661).

CVC also holds a total return swap (TRS), a contract that passes it the performance of up to 10,250,000 shares, entered into with UniCredit. The offer document provides for settlement in shares, subject to authorisations, with a right for CVC to request cash settlement, and on 6 October its maturity was pushed back to 2 November, after the close. Whether those shares count towards the threshold is the unknown. The same notice of 6 October set 16 October, the fifth session before the close, as the deadline to announce that the threshold had been met or waived so as to rule out a reopening of acceptances, under Article 40-bis of the Issuers' Regulation of Consob, the Italian market authority. The offeror's note of 16 October says nothing about the threshold, and the page of offer notes on Recordati's website carries no such announcement at 19 October. Opulion hypothesis: if the offer succeeds, a reopening would take place from 3 to 9 November, dates set 'if applicable', with payment on 17 November for those acceptances only. Shares tendered by 23 October would still be paid on 2 November.

One shareholder has said it will not tender: on 14 October, Palliser Capital announced that it would not tender its shares to the offer and asked Recordati's independent directors to say, by 5:30 pm on 16 October, whether they now considered the €53 price fair and recommended tendering. Its statement does not give the size of its stake.

For GBL shareholders, three facts will settle the matter, in this order: delivery of the block, expected by 20 October at the latest, the counter at 5:30 pm on 23 October, then the provisional results, by 7:29 am on 26 October at the latest, where the offeror will say whether the threshold has been met or waived. If the offer succeeds, the fourth will come with the first NAV struck after settlement on 2 November, at 31 December 2026: the total amount invested in Recordati.