>>> Parmalat being prepared for delisting by Lactalis following purchase of 6.17

Parmalat being prepared for delisting by Lactalis following purchase of 6.175% stake
04 DEC 2018
Parmalat [BIT:PLT], the Italian dairy group issued the following press release yesterday, 3 December, noting that it was being prepared for a delisting by its controlling shareholder French dairy group Lactalis following the purchase by Lactalis subsidiary Sofil of a 6.175% stake in the Italian company.
Notice is hereby given that today Sofil S.a.s. (“Sofil”) – a company of the Lactalis Group – purchased a block of no. 114,546,237 ordinary shares of Parmalat S.p.A. (“Parmalat” or also the “Issuer”), representing 6.175% of the Issuer’s share capital, at a price equal to Euro 2.85 per share (the “Acquisition”).
The settlement of the Acquisition shall occur on December 5, 2018 (the “Completion Date”).
The completion of the Acquisition entails, considering the overall stake already owned in Parmalat by Sofil and by the persons acting in concert with Sofil (no. 1,662,787,476 ordinary shares corresponding to 89.631% of the share capital), the achievement of an overall stake of no. 1,777,333,713 ordinary shares of Parmalat’s share capital corresponding to 95.805% and therefore the exceeding of the 90% threshold under Art. 108, Par. 2, of the Legislative Decree no. 58/1998 (“TUF”).
Pursuant to Art. 108, Par. 2, TUF and to Art. 50 of the Consob Regulation no. 11971/1999 (the “Issuers’ Regulation”), Sofil communicates its intention not to restore a sufficient float to ensure the regular trend of trading of Parmalat’s ordinary shares.
As a result of the above it is arisen on Sofil, together with the persons acting in concert with Sofil, the obligation to purchase from the remaining shareholders who will request (the “Obligation to Purchase”) all the remaining outstanding ordinary shares with exclusion of the no. 2,049,096 treasury shares (the “Remaining Shares“) within the specific procedure for the fulfillment of the Obligation to Purchase (the “Procedure for the Fulfillment of the Obligation to Purchase”). At the date hereof, the Remaining Shares are no. 75,766,868, representing about 4.084% of Parmalat’s share capital. The number of the Remaining Shares may be increase as a consequence of the possible issue and allocation of new ordinary shares within the remaining tranches of the capital increase (approved by the extraordinary general meeting of the Issuer on March 1, 2005 and extended with the resolution dated February 27, 2015) including (a) the tranches reserved to the creditors pursuant to the provisions of the Proposal of Composition with Creditors; (b) the tranche to service the exercise of the outstanding “Warrant Ordinary Shares Parmalat S.p.A. 2016-2020”.
The fulfillment of the Obligation to Purchase will entail the delisting of Parmalat’s ordinary shares from the Italian Stock Exchange organized and managed by Borsa Italiana S.p.A., according to the applicable terms and procedures of law.
Sofil will exercise its squeeze out right pursuant to Art. 111 TUF following the fulfillment of the Obligation to Purchase. Pursuant to Art. 50, Par. 10, Issuers’ Regulation, Sofil will file with Consob, under the regulation terms, an application for the determination of the price for the fulfillment of the Obligation to Purchase. Pursuant to Art. 108, Par. 4, TUF and to Art. 50, Par. 7, Issuers’ Regulation, the price that will be recognized to the owners of the Remaining Shares that will submit requests for sale within the Procedure for the Fulfillment of the Obligation to Purchase will be equal to the higher between: (i) the highest price paid by Sofil and/or by the persons acting in concert with Sofil for the purchase of Parmalat’s ordinary shares during the last 12 months before the Completion Date; and (ii) the average weighted market price of the last 6 months prior to the Completion Date.
On this respect, please note that the higher price paid by Sofil and by the persons acting in concert with Sofil for the purchase of Parmalat’s ordinary shares in the last 12 months is equal to the price agreed for the Acquisition, equal to Euro 2.85 per share.
Sofil will draft an information document pursuant to Art. 50-quinquies Issuers’ Regulation that will be published, under the terms of law, before the beginning of the period for the submission of the requests for sale within the Procedure for the Fulfillment of the Obligation to Purchase.
In case of allocation – following the delisting – of Parmalat’s ordinary shares to the creditors pursuant to the provisions of the Proposal of Composition with Creditors, Sofil will grant to each of such creditors an irrevocable put option right to sale such shares at a price per share equal to the price of the Obligation to Purchase.
Parmalat has a market cap of EUR 5.24bn

>>> US After Hours Summary: RH +20%, SMAR +4% are higher, while CRUS -


After Hours Summary: RH +20%, SMAR +4% are higher, while CRUS -7% and COUP -3% are lower following earnings/guidance

After Hours Gainers:

Companies trading higher in after hours in reaction to earnings/guidance: RH +20%, SMAR +4.4%

Companies trading higher in after hours in reaction to news: SIFY +1.9% (thinly traded, initiated with Buy rating and $4 tgt at Maxim Group based on data center-centric and telecom services growth in India), TTWO +0.6% (rebounding from today's 6% decline)

After Hours Losers:

Companies trading lower in after hours in reaction to earnings/guidance: CRUS -6.6% (lowers Q3 revs guidance due to recent weaknesses in the smartphone market), COUP -2.6%

Companies trading lower in after hours in reaction to news: KRNT -8.2% (announces launch of 3.13 mln stock offering by selling shareholder Fortissimo Capital ), APHA -5.8% (continued weakness following short-seller report), FRAC -3.5% (announced secondary offering by stockholders of approx 5.2f mln shares of common stock; intends to repurchase from the underwriter 520,000 shares), AAPL -0.8% (following CRUS guidance), ATVI -0.3% (continued weakness; was also removed from Best Ideas List at Wedbush)

>>>US Close Dow +1.13% S&P +1,09% Nasdaq +1.51% Russell +1,02% VIX 16,40 -9.3%

Closing Market Summary: Stocks Extend Rally on Trump-Xi Trade Ceasefire

The S&P 500 extended last week's rally by 1.1% on Monday, as investors breathed a sigh of relief that U.S.-China trade relations did not worsen over the weekend. Meanwhile, the Dow Jones Industrial Average gained 1.1%, the Nasdaq Composite gained 1.5%, and the Russell 2000 gained 1.0%.

President Trump and President Xi agreed at their Saturday dinner meeting to suspend further tariff actions for 90 days, during which time further negotiations will be conducted with an aim of trying to settle disagreements over structural trade issues. National Economic Council Director Larry Kudlow told reporters the 90-day clock will start Jan. 1 and expects changes across a broad range of issues to happen "very quickly."

Stocks retreated from their best levels, though, reined in by an underlying sense that the morning's positive reaction to the Trump-Xi agreement to suspend further tariff actions was probably an overreaction since nothing concrete was achieved in terms of resolving the most important structural trade issues between the two countries. Also, the specter of moving the tariff rate to 25% (from 10%) on $200 billion of Chinese goods continues to hang there as a stick in the event an acceptable deal to the U.S. is not struck within the 90-day deadline.

Nevertheless, the stock market still had a solid day with the energy (+2.3%), consumer discretionary (+2.2%), information technology (+2.1%), and material (+1.8%) sectors outperforming the broader market.

WTI crude bounced 4.3% to $53.06/bbl to help lift the oil-sensitive energy group. Contributing to crude's advance was an upbeat growth perspective from the trade ceasefire and Canadian province Alberta's decision to cut oil production by 325,000 barrels per day, or 8.7%, starting in January to help curtail excess supply. Separately, Qatar surprisingly announced plans to withdraw from OPEC to focus on gas production; Qatar has been a member of OPEC since 1961.

Within the consumer discretionary space, heavyweights Amazon (AMZN 1772.36, +82.19) and Nike (NKE 77.94, +2.82) helped carry the sector with strong gains of 4.9% and 3.8%, respectively. Auto stocks also had a solid showing amid some trade tension relief.

President Trump tweeted Sunday evening, "China has agreed to reduce and remove tariffs on cars coming into China from the U.S. Currently the tariff is 40%." Larry Kudlow noted in a Reuters interview on Monday that he expects China to reduce car tariffs to zero. Ford Motor (F 9.60, +0.19) and General Motors (GM 38.46, +0.51) added respective gains of 2.0% and 1.3%.

Chip stocks also had a notably strong performance on Monday, as the Philadelphia Semiconductor Index rose 2.7%. Advanced Micro (AMD 23.71, +2.41, +11.3%), which led the S&P 500 in gains on Monday, provided strong support for the index and the tech sector. Apple (AAPL 184.82, +6.24) also contributed to the tech sector's advance with a strong gain of 3.5%.

Conversely, the real estate (+0.4%), communication services (+0.1%), and consumer staples (-0.1%) sectors finished at the bottom of the sector standings. Notable laggards from each respective sector included American Tower (AMT 163.08, -1.41, -0.9%), Verizon (VZ 58.16, -2.14, -3.6%), and PepsiCo (PEP 118.98, -2.96, -2.4%). Verizon was downgraded to 'Neutral' from 'Overweight' at JP Morgan. 

In M&A news, pharmaceutical company Tesaro (TSRO 73.50, +27.12) soared 58.5% after it agreed to be acquired by UK-based GlaxoSmithKline (GSK 38.61, -3.26, -7.8%) for roughly $5.1 billion. Also, Tribune Media (TRCO 44.98, +4.72) gained 11.7% after Nexstar (NXST 88.32, +5.68, +6.9%) agreed to acquire the media company for $46.50/share in a cash transaction that is valued at $6.4 billion.

Separately, U.S. Treasuries had a much better day than many participants might have expected in the face of some optimism in the stock market. The 2-yr yield added one basis point to 2.82%, and the 10-yr yield lost two basis points to 2.99%. Meanwhile, the U.S. Dollar Index declined 0.3% to 96.99. The resiliency of the Treasury market reflected a more practical awareness that an agreement to keep talking is still a long way from an economically-material solution on major trade issues.

Reviewing Monday's economic data, which included the ISM Index for November and Construction Spending for October:

  • The ISM Manufacturing Index for November checked in at 59.3% (consensus 57.2%) versus 57.7% for October, led by strength in the New Orders Index.
    • The key takeaway from the report is that it reflects an acceleration in national manufacturing activity at a time when concerns have been picking up about a general growth slowdown. Accordingly, it can help mitigate some of the slowdown concerns and potentially foster an improved outlook for Q4 GDP growth. According to the ISM, the past relationship between the PMI and overall economy indicates the November reading corresponds to a 4.9% increase in real GDP on an annualized basis.
  • Total construction spending declined 0.1% in October (consensus +0.3%) following a downwardly revised 0.1% decline (from 0.0%) in September.
    • The key takeaway from the report is that the weakness was driven by a decline in new single-family construction, providing further evidence of the softening in housing market activity.

Looking ahead, investors will receive Auto and Truck Sales for November throughout the day.

  • Nasdaq Composite +7.8% YTD
  • Dow Jones Industrial Average +4.5% YTD
  • S&P 500 +4.4% YTD
  • Russell 2000 +0.9% YTD

FT : Mike Ashley calls for 20% tax on online sales

Mike Ashley calls for 20% tax on online sales
Sports Direct chief tells MPs mainstream high street is ‘already dead’

Mike Ashley, the chief executive of Sports Direct, told MPs that they should impose a 20 per cent tax on online sales in a bid to save bricks-and-mortar stores.

Appearing in front of the committee for housing, communities and local government, Mr Ashley said it was pointless discussing what high streets might look like in 2030, which is the committee’s remit, since outside of London’s main shopping district and some shopping centres, the sector was already in crisis.

“The mainstream high street as we think about it today — not Oxford Street, not Westfield — is already dead. Dead. They can’t survive. Their patient has died,” he said. “They are in the bottom of the swimming pool, dead.

“The high street has to change what it offers consumers. What people were doing before will not be right now and I can guarantee will not be right in the future.”

The entrepreneur, who is also the owner of Newcastle United football club, said retailers were being hobbled by “prehistoric rents that are no longer correct” and that councils should be able to offer five-year holidays on business rates in return for retailers matching that pound for pound with investment in stores, with penalties to deter manipulation. “People cheat,” he shrugged. “That’s what businesses do.”

He reserved special ire for what he termed “the web boys” for hollowing out Britain’s high streets. “Debenhams didn’t suddenly become a bad retailer,” he said, referring to the difficulties at the department store group in which he owns a 29 per cent stake.

Mr Ashley proposed a 20 per cent tax on the online sales of those retailers for whom online revenue accounts for more than 20 per cent of the total, cheerfully admitting that this would hurt his own company. “You have to tax the internet for the good of the high street. Tax the web boys 20 per cent. And I’ve already said I have a £400m online business, so that’s going to be a big bill,” he said, urging lawmakers to do “something cataclysmic” that would force even Amazon to invest in physical retail.

His proposal was immediately criticised by Mark Price, the former head of Waitrose, who tweeted that it “just put legacy players with underinvested internet offerings at an advantage”. The British Retail Consortium has also rejected the idea of a blanket tax on online sales.

In an occasionally bad-tempered session — he accused MPs of “showboating” when they asked him about Sports Direct’s use of zero-hours contracts — he refused to give commitments regarding the number of House of Fraser stores that might be kept open or jobs retained.

“House of Fraser has got to be a totally different business to what it was,” he said, adding that “only God” could promise to keep all 59 stores open. “I’m not Father Christmas. I believe I’m a very fair guy. But you can’t get me to predict a number when there are so many variables going in.”

Asked whether the social impact of closing stores kept him awake at night, he scoffed that he only thought about such things during working hours and decisions on store closures were taken by a wider group of people. “I’m not sitting in my office stroking a white cat.”

Closer co-operation with Debenhams remains a prospect. “I told them to work together, they should work together,” he said. “Why on earth don’t House of Fraser and Debenhams do more together now. Say it was buying together — that’s very simple. Saves on logistics.”

Asked if this meant stores could end up closing in areas where there was an overlap, he said: “You’ll end up with just one [store] anyway if the market isn’t right.”