Italy’s regulator has its first victory against Vivendi as Mediaset shares moved to blind trust

12 April 2018 | Alan Burkitt-Gray

The Italian telecoms and media regulator has won a significant victory in its battle with Vivendi by forcing the French media group to offload shares in Mediaset.

Vivendi last night transferred two-thirds of its shares in the TV company, controlled by Silvio Berlusconi, to a blind trust.

The Italian telecoms regulator, Autorità per le Garanzie nelle Comunicazioni (AGCom), told the French media group Vivendi a year ago to reduce its shareholding in Mediaset to below 10% – because it was concerned that it was both a dominant shareholder in Mediaset as well as the largest shareholder in Telecom Italia (TIM), the incumbent telecoms operator.

The Italian government has expressed concern that TIM – and its critical infrastructure, including both the national fibre network and the Sparkle international network – is controlled by a French company. Vivendi insisted at one time that it did not exercise control over TIM, just as a year ago it insisted it had no influence over Mediaset.

With yesterday’s decision, Vivendi has conceded a significant point to the regulator over Mediaset.

A year ago AGCom gave Vivendi until 18 April 2018 – next Wednesday – to resolve the situation over Mediaset. Last night AGCom announced that Vivendi had offloaded a 19.19% share in Mediaset, representing 19.95% of the voting rights, to a blind trust, Simon Fiduciaria SpA.

That leaves Vivendi, said AGCom, “a direct shareholding of less than 10% of the votes that can be exercised at the shareholders’ meeting of Mediaset”.

At the same time Vivendi has told the regulator that it has agreed with Simon Fiduciaria and its sole shareholder, Ersel SIM, “the management procedures of the transferred shares”. This agreement “establishes that the administrative rights inherent to this share package will be exercised by the manager in a discretionary and autonomous way by Vivendi in line with the provisions of the compliance measures”.

So ultimately Vivendi still owns the shares. However, according to the regulator, “no conduct can be carried out that would allow [Vivendi] to exert a significant influence on the Mediaset company”.

But what is Simon Fiduciaria and Ersel, the company that now controls an almost 20% stake in Mediaset, the largest commercial broadcaster in Italy? According to Bloomberg, usually excellent in identifying directors and senior executives, “Simon Fiduciaria SpA does not have any key executives recorded”. Company information site Hoovers puts its revenue at $3.6 million, though does not give a year or a quarter for that.

The company is based behind a door – with 18 bell-pushes on its entry-phone – in a narrow street in Turin.

The shareholder, Ersel, says on its website: “Ersel represents the development and continuation of over 80 years’ experience in asset management. Since 1936 the share capital of the group companies has been entirely held by the founder’s family; a choice for independence that has been pursued with determination and which provides a guarantee of responsible and autonomous judgment in making investment decisions.”

It adds: “Ersel SIM SpA, which is 100% controlled by Ersel Finanziaria SpA, owned by the Giubergia family, is the operating parent company of the Ersel Group. It offers professional and tailored services on all matters relating to assets, from asset management to advice on tax and inheritance issues and corporate finance or extraordinary finance operations.”

The Italian version of Wikipedia says that a London branch was set up in 2011 as a “company dedicated to the management of funds under Luxembourg law, and shortly after, Guido Giubergia began to develop the project to transform Ersel into a bank”.