>>> RCS public offer by International Media Holding increased from EUR 0.7 to EU

RCS public offer by International Media Holding increased from EUR 0.7 to EUR 0.8 per share
With reference to the voluntary public tender offer concerning up to 403,937,789 ordinary shares of RCS MediaGroup S.p.A. ("RCS") launched by International Media Holding S.p.A. (respectively, the "Offer" and the '"Offeror"), we announce that today, the Offeror’s Board of Directors, having acknowledged (i) the bid increase announced to the market by Cairo Communication on 17 June 2016; and (ii) the press release issued to the market by RCS on 16 June 2016, resolved unanimously, among others, to increase the Price in accordance with art. 44, paragraphs 2 and 3 of the Issuers Regulation and to waive the Repayment of the Loans Condition.

In accordance with the resolution adopted by the Offeror, the Price per Share tendered to the Offer – originally equal to EUR 0.70 per Share – is increased to EUR 0.80 (the "New Price").

In consideration of such bid increase, the Total Maximum Amount is EUR 323,150,231.20.

The New Price is 14.3% higher than the Price per share originally offered (equal to EUR 0.70). On the basis of today's official stock exchange price of Cairo Communication ordinary share, equal to EUR 4.1721, the price offered by Cairo Communication implies a value of approximately EUR 0.668 per RCS share. Accordingly, as of the date hereof, the New Price, paid in cash, implies a premium of approximately 19.8% compared to the price offered in exchange of shares by Cairo Communication.

Furthermore, the New Price is 7.0% higher than RCS today's official stock exchange price, equal to EUR 0.7482.

With reference to the Repayment of the Loans Condition mentioned in point ii.(b) of Section A., Paragraph A.2 and Section F, Paragraph F.1.2 of the Offer Document, the Offeror announces, on the basis of the press release by RCS dated 16 June 2016 in connection with the execution of the amendment to the loan agreement in place, in accordance with the terms and conditions already disclosed by RCS on 18 May 2016, – in compliance with the resolution adopted – that the above-mentioned Condition of Effectiveness is deemed as waived.

Without prejudice to the foregoing representations on the New Price and the Repayment of the Loans Condition, all of the other terms and conditions of the Offer set forth in the Offer Document shall remain, in any case, unchanged, including the Conditions of Effectiveness of the Offer set forth under Section A, Paragraph A.2, as well as under Section F, Paragraph F.1.2 of the Offer Document, including the condition related to the Change of Control (i.e. "the undertaking, within the second Stock Market Trading Day prior to the Payment Date, by the lending banks of RCS under the loan agreement executed in June 2013 that have granted RCS lines of credit as at the Payment Date, of the commitment to the Offeror to unconditionally waive any power to ask for early repayment of the debt by reason of a change of control of RCS following the completion of the Offer").

With reference to the MAC Condition, as described in the Offer Document, the Offeror reserves the right, by the second Trading Day prior to the Payment Date, to take into account, among others, any possible impact arising from the United Kingdom exit from the European Union.

It should be recalled that should (i) one or more of the Conditions of Effectiveness fail to occur, (ii) the Offeror's not waive such Condition(s) of Effectiveness and (ii) therefore the Offer be not completed, the Shares will be released, by the first Trading Day following the announcement of the first failure of the Offer. Under such circumstances the Shares will be returned to the shareholders who had tendered their Shares, without any costs or expenses.

Furthermore, it should be noted that under art. 44, paragraph 7, of the Issuers Regulation (i) the acceptances of Cairo Communication Offer already received are revocable and (ii) if the Offer ends up prevailing, the RCS shareholders who have tendered their shares to the Cairo Communication Offer may revoke such acceptances and tender their shares to the Offer within five Stock Market Trading Days from the date of publication of the results of the Offer.

On the date hereof, the Offeror submitted to Consob, pursuant to article 37-bis and 44 paragraph 2 of the Issuers Regulation, the required integration of the guarantees for the exact performance of the Offer (Cash Confirmation Letter).

The Offeror will publish an amended acceptance form to reflect the New Price. The New Price will be applicable also to RCS shareholders who tendered their shares to the Offer before this press release. The execution of the previous acceptance form in its previous version prior to the publishing of such new acceptance form will also apply to the new more favourable terms and conditions of the Offer set forth in this press release.

Finally, the Existing Shareholders and International Acquisitions entered into an agreement amending the Co-Investment Agreement to take into account the New Price.

FT : Government shelves plans to sell RBS and Lloyds shares

Government shelves plans to sell RBS and Lloyds shares - http://on.ft.com/28TgW3G

The sale of billions of pounds of taxpayer-owned shares in bailed-out UK banks has been shelved as a result of stock market turmoil spurred by the vote to leave the EU.
Plans to start the sale of £2bn of retail shares in Lloyds Banking Group over the next six months have been dropped owing to economic uncertainty following the referendum result, according to government advisers, dealing a blow to UK taxpayers.

Similar attempts to offload the 73 per cent stake in Royal Bank of Scotland as well as £17.5bn of loans issued by defunct lender Bradford & Bingley will also be pushed back, they said.
Shares in stocks in the banking sector plummeted on Friday on worries about their operations outside the EU. Shares in Lloyds dropped by a fifth, closing at 57p, well below the government’s break-even price of 73.5p.
Mark Garnier, a Conservative MP who sits on the Treasury committee, told the Financial Times: “All the work to repair share prices has been undone in one day. Any major share sale is a non-starter with this uncertainty. Plus we have political uncertainty with the leadership changes.”
He added that the knock-on impact in European markets shows “the uncertainty goes far and wide”.
Chancellor George Osborne had planned a “Tell Sid”-style sale of £2bn Lloyds shares in 2016, which would have finally offloaded the government’s stake in the bank eight years after the financial crisis.
Mr Osborne was expected to launch the share sale this autumn if the referendum outcome had been to remain in the EU. A spokesman for Lloyds said that “this was a matter for government”.
In the last Budget, Mr Osborne unveiled a blueprint for selling £17.5bn of former Bradford & Bingley loans, which would be the largest asset sale by a government in Europe.
The chancellor also kicked off the UK’s largest ever privatisation with the sale of a 5.2 per cent stake in RBS last August at 330p a share, incurring a £1.1bn loss for taxpayers.
RBS shares closed at 205.3p on Friday. The bank is already facing problems with offloading Williams & Glyn, the retail and commercial lender with 300 branches. RBS must carve out the bank by the end of next year as a condition of European Commission rules for receiving a bailout.
Questions are now being raised by investors over RBS’s ability to strike a binding agreement to sell the business by year end 2016 following the referendum results.

Even though the UK has voted to leave Europe, RBS is expected to still attempt to sell Williams & Glyn. The deal remains in place as it was made before the decision to leave the EU.
RBS has already been criticised for failing to begin the sale of Williams & Glyn in the first half of the year as planned, after months of technology complications.
The market upheaval and economic uncertainty will also put at risk government plans to sell the Bradford & Bingley loans, most of which are linked to buy-to-let investments.
Shares in buy-to-let focused lenders, such as Aldermore, plunged by up to 30 per cent on Friday.
Chirantan Barua, an analyst at Bernstein, told the FT after the vote results that “London is going to get absolutely hammered”, adding that “the buy-to-let guys are the biggest single short today”.
The Treasury was not immediately available for comment.

>>> British Exit From EU Not Inevitable, Despite Referendum

http://bit.ly/28SMGry (Better to click on this link and read it with all medias on the website)

British Exit From EU Not Inevitable, Despite Referendum

IN THE FIRST HOURS after the British public voted to exit the European Union, amid all sorts of triumphal statements and recriminations, one declaration was notably absent: the formal notification to the EU that the United Kingdom intends to leave the organization, which is required to start the clock on negotiations for a departure.

Prime Minister David Cameron, who led the failed campaign to convince voters to stay in the EU, told the public that an exit would not happen soon, as he intended to resign in three months and leave it to his successor to decide “when to trigger Article 50″ of the union’s basic agreement, the Lisbon Treaty, which says that a member state has two years after declaring its desire to leave to negotiate the terms of its exit.

Speaking to the press a short time later, the man considered most likely to be prime minister in October, Boris Johnson, the former mayor of London, also seemed in no hurry to get the process started.

“In voting to leave the EU, it is vital to stress that there is no need for haste,” Johnson said, “and indeed, as the prime minister has just said, nothing will change over the short term, except that work will have to begin on how to give effect to the will of the people and to extricate this country from the supranational system.”

Given that the popular mandate his side had just won was summed up in a single word on the backdrop behind him, “Leave,” it seemed odd that Johnson made no mention of the fastest way to get that process started, by pressing for an immediate Article 50 declaration.

That fact did not escape observers in other parts of Europe, like the former foreign minister of Sweden, Carl Bildt.

The reason could be that Johnson has something very different in mind: a negotiated compromise that would preserve most of the benefits of EU membership for British citizens and businesses but still satisfy the popular will to escape the attendant responsibilities and costs.

In this context, it is important to keep two things in mind. First, it was Johnson himself who suggested, when he joined the Leave campaign in February, that a vote to depart could be used as a stick to negotiate not a full departure from the EU, but a better deal for the UK. “There is only one way to get the change we need, and that is to vote to go, because all EU history shows that they only really listen to a population when it says ‘No,'” Johnson wrote then. “It is time to seek a new relationship, in which we manage to extricate ourselves from most of the supranational elements.”

Second, as the legal blogger David Allen Green has explained clearly, the measure Britons just voted for “was an advisory not a mandatory referendum,” meaning that it is not legally binding on the government. No matter who the prime minister is, he or she is not required by the outcome to trigger Article 50. And, despite what senior figures in the EU and its other states might say, there is no way for them to force the UK to invoke Article 50.

What all this means in practice is that, while it would be political suicide for any leader to try to avoid acting to satisfy the popular will expressed at the ballot box, there is some wiggle room for a new government to try to find a compromise arrangement that would satisfy a larger share of the population than just the slim majority of voters who demanded separation.

As he makes up his mind on whether to seek the premiership, and considers how to appeal to the nearly half of the British population that wanted to stay in the EU, Johnson did not have to go far to get a sense of the seething outrage in parts of the country, like London, that voted overwhelmingly against leaving. Walking out of his home on Friday, Johnson was booed and jeered by some of his neighbors, who chanted, “scum” and “traitor.”

He might also have caught his father, Stanley Johnson, appearing on television on Friday to discuss the results, wearing a T-shirt with the word “Remain” on it, making it clear that even within the politician’s own family, pro-Europe sentiment was strong.

Then there is also the fact that, as Matthew Parris notes in a column on the bizarre politics of what comes next in London’s Times, “about 160 of the 650 MPs elected last year want Britain to leave the EU. The overwhelming majority of Westminster MPs believes that leaving would be a mistake. Many believe it would be a very grave mistake. Not a few believe it would be calamitous.” Because of that, Parris observes, “Our experiment in direct democracy is hurtling towards our tradition of representative democracy like some giant asteroid towards a moon.”

Given that a two-thirds majority of the current Parliament opposes leaving the EU, Parris suggested, a new general election next year was almost inevitable, further delaying even the start of the process.

While it is hard to predict just what the mood in the country might be then, there were also signs on Friday of an ugly current of xenophobia inspired by the Leave campaign’s rhetoric against immigration that a new prime minister will have to reckon with.

After the financial markets reacted to the vote for a British exit from the EU as predicted, with a sharp drop in the value of the British pound, some Leave voters instantly regretted their decisions.

Meanwhile, other senior figures in the Leave campaign started to retreat from central elements of their platform — like the promise that money saved on EU membership dues would be used to shore up the National Health Service and there would be a halt in the flow of migrant workers from abroad.

So, as the BBC explained concisely, at this stage it remains entirely possible that the deal eventually worked out could result in an association agreement that is not all that different from full membership in the EU.

On the other side of the negotiating table, though, will be European leaders eager to ensure that a deal with the British is not so favorable for the defectors that it might encourage separatists in other nations.

>>> US Close Dow -3.39% S&P -3.59% Nasdaq -4.12% Russell -3.81%

Closing Market Summary: U.S. Stocks Follow Global Bourses Lower Post-Brexit

The major averages ended a tumultuous session on a sharply lower note, selling off after the United Kingdom surprised markets by voting to leave the European Union. The move had widespread implications throughout capital markets as the S&P 500 (-3.4%) tumbled 75 points, losing the most points since September 1, 2015. Today's trade featured a flight from risk assets, a bid in safe havens, and the underperformance of the heavily-weighted financial (-5.4%), technology (-4.3%), industrial (-4.0%), and consumer discretionary (-3.6%) sectors. The Nasdaq Composite (-4.1%) ended its day behind the S&P 500 (-3.6%) and the Dow Jones Industrial Average (-3.4%).

Global equity markets tumbled overnight as participants reacted to a surprise result from yesterday's Brexit vote. The "Leave" camp carried the referendum after receiving 51.9% of last night's vote. In response, European indices paced the retreat as investors looked ahead to the multi-year legal process of withdrawing the UK from the EU. Additionally, foreign exchange markets were in focus as the pound sank to a three-decade low (1.3231) against the dollar. 

The major U.S. averages gapped lower at the beginning of the session as the heavyweight financial (-5.4%), technology (-4.3%), and industrial (-4.0%) sectors dragged on the broader market. To be fair though, all six cyclical sectors experienced heavy selling pressure as a flight from risk assets resulted in losses between 3.5% (energy) and 5.4% (financials). A downturn in crude oil added to the negative tenor as a rally in the buck weighed on the dollar-denominated commodity. For its part, WTI crude ended its pit session lower by 5.0% ($47.60/bbl; -$2.52). The S&P 500 (-3.6%) ended off its worst level of the day, but below prior technical support at the 2050 price level. 

The economically-sensitive financial sector (-5.4%) moved lower in sympathy with European banking names as Deutsche Bank (DB 14.72, -3.12) experienced its largest daily point loss since 2008. Elsewhere, Lloyds Banking (LYG 3.33, -1.01) and Royal Bank of Scotland (RBS 5.43, -2.06) lost 23.3% and 27.5%, respectively. On the home front, Dow component Goldman Sachs (GS 141.86, -10.80) ended its day at the bottom of the price-weighted index. The broader sector fell 5.4% today, extending its yearly loss to 7.4%.

The high-beta chipmakers demonstrated relative weakness, evidenced by the 5.8% decline in the PHLX Semiconductor Index. The growth-sensitive group experienced pressure as Skyworks (SWKS 61.61, -5.60) plunged 8.3%. In the broader technology sector (-4.3%), large cap component Microsoft (MSFT 49.86, -2.05) fell 4.0%.

In the consumer discretionary space (-3.6%), retail names ended ahead of the broader sector as the SPDR S&P Retail ETF (XRT 41.10, -0.90) declined 2.1%. On the flipside, PVH (PVH 93.55, 9.19) fell 8.9% after the company reported that net revenue generated from inside the United Kingdom constituted 3.0% of its total net revenues. Separately, travel names weighed as large cap component Priceline (PCLN 1232.14) fell 11.4%.

The U.S. Dollar Index (95.48, +1.95) ended broadly higher as the euro and the pound finished with substantial losses against the buck. The euro/dollar pair declined 2.4% (1.1111) while sterling plunged 8.1% against the dollar (1.3676).

The Treasury complex settled off its session high as the yield on the 10-yr note finished lower by 17 basis points at 1.57%.

Today's participation was above the recent average as more than 1.1 billion shares changed hands on the NYSE floor. The Russell 2000 (-3.7%) likely contributed to the increased volume ahead of this evening's annual rebalancing.

Today's economic data was limited to Durable Orders for May and the final reading of Michigan Consumer Sentiment for May:

  • The advance report on durable goods disappointed as new orders declined 2.2% month-over-month (consensus -0.6%) while orders excluding transportation declined 0.3% (consensus +0.1%).
    • The disappointment is deep-seated for several reasons.
    • First, orders declined in almost every category.
    • Secondly, business investment continued to flag, evidenced by a 0.7% decline in new orders for nondefense capital goods excluding aircraft, which followed a 0.4% decline in April.
    • Third, shipments of nondefense capital goods excluding aircraft, which factor into the GDP report, were down 0.5%, reversing most of a 0.6% increase in April.
    • On a year-over-year basis, new orders excluding transportation are down 0.5% while orders for nondefense capital goods excluding aircraft are down 3.5%.
    • The decline in May featured a 34.1% drop in orders for defense aircraft and parts. Overall, though, new orders for transportation equipment declined 5.6%, led by a 2.8% drop in orders for motor vehicles and parts.
    • Some other prominent order declines were seen in primary metals (-1.4% after a 0.7% decline in April), fabricated metal products (-0.3% after a 3.6% increase in April), machinery (-0.2% after a 2.0% decline in April), electrical equipment, appliances, and components (-0.1% after a 0.2% decline in April).
  • The final reading for the University of Michigan Consumer Sentiment Survey revealed a dip to 93.5 from the preliminary reading of 94.3. consensus estimate was pegged at 94.0.
    • The final reading for June was below the final reading of 94.7 for May and below the 96.1 reading seen for June 2015.
    • It was said in the release that consumers were a bit less optimistic in late June due to rising concerns about prospects for the U.S. economy.
    • Those concerns showed up in the Index of Consumer Expectations, which slipped to 82.4 from 84.9 in May.
    • The Current Economic Conditions Index actually ticked up to 110.8 from 109.9. That is the highest reading for this index since January 2007.
    • Separately, consumers' inflation expectations for the next 12 months were left unchanged at 2.4%.

FT : LSE-Deutsche Börse deal said to be at risk because of Brexit

LSE-Deutsche Börse deal said to be at risk because of Brexit

The London Stock Exchange Group’s planned $20bn merger with Deutsche Börse is at risk of collapse after the UK’s decision to leave the EU dramatically reframed the terms of the deal, according to two advisers familiar with the talks.
Executives on both sides fear the UK vote will put overwhelming pressure on German watchdogs to block the deal because the combined company will be based in London, according to the people.

“This deal is dead. The Germans won’t allow it,” said one disconsolate backer of the transaction.
However, both companies said on Friday they were committed to the deal’s agreed and binding terms, irrespective of the vote. The outcome did not affect the “compelling strategic rationale” of their deal, they said in a joint statement.
A combination of Europe’s two largest exchange operators by market capitalisation would create a derivatives and securities trading powerhouse able to take on the world’s largest markets operators.
Investors’ uncertainty over the deal’s future helped push LSE shares down 8.5 per cent to £24.98, while Deutsche Börse shares dropped 5.1 per cent. Analysts also noted the deal’s valuation had changed because the LSE reports earnings in sterling, which lost about 10 per cent in value overnight.
Under the all-share deal, LSE shareholders would own 45.6 per cent of the combined group while Deutsche Börse shareholders would own 54.4 per cent.
In spite of efforts to press on with the deal, politicians in Germany have frequently expressed concern that oversight of part of their critical market infrastructure could be headquartered outside the EU.
People close to Deutsche Börse insisted the deal was not in danger, while conceding that there would be another round of hurdles to overcome.
Chief among them is likely to be European Central Bank’s demands that the future clearing of euro-denominated derivatives transactions takes place inside the EU. That would entail routing trades through Frankfurt, rather than London, which could unbalance the delicate power-sharing agreement.
The regional government of Hessen is also expected to redouble efforts to wrest influence away from London, which is proposed as the location of the merged group’s headquarters.
Its economics minister Tarek Al-Wazir was quick to zero in on the implications of the UK’s vote for the transaction.
“We are looking at all aspects of the stock exchange transaction . . . When a new aspect appears, then we will also look at this aspect carefully as well,” he said in a brief interview posted on his Facebook page.
“Of course, there are now a couple more questions — such as the possibility of carrying out our supervisory duties, depending on where the headquarters is. We will now look at precisely these questions in an orderly and scrupulous manner, and without hurry,” he wrote.
Carsten Kengeter, Deutsche Börse chief executive and Xavier Rolet, his opposite number at the LSE, spoke to each other in a lengthy, early morning phone call on Friday. They remain “absolutely committed to this transaction”, according to one person briefed on the call.
Joachim Faber, Deutsche Börse’s supervisory board chairman, will lead a six-person referendum committee drawn from the boards of both companies, to work through the challenges, starting next month.
LSE shareholders are due to vote on the deal on July 4. Owing to the structure of the deal and local regulations, Deutsche Börse will not hold a shareholder meeting but make a tender offer for shareholders that closes on July 12.
“The decision of the UK to leave the EU makes it ever more important to maintain and foster ties between the UK and Europe,” said Mr Faber in a statement on Friday.

(Handelsblatt) Schäuble's Secret Brexit Plan

Schäuble's Secret Brexit Plan

Finance Minister Wolfgang Schäuble has already made preparations for a Brexit, according to a document obtained by Handelsblatt. Germany is willing to negotiate an association agreement with Britain, but wants to avoid making too many concessions that would give incentives for other states to follow suit.


The German government aims to push for the European Union to negotiate an association agreement with Britain once it leaves the E.U., but wants to avoid making too many concessions that would give incentives for other states to follow suit, according to an internal German finance ministry paper seen by Handelsblatt.

An association treaty spells out trading rules and other regulations between the European Union and a non-E.U. country, for instance whether import tariffs apply to certain goods or services.

A treaty with Britain, once it had left the European Union, should not offer too much leeway to Britain in gaining access to the European Union’s internal market, said the ministry’s document, of which Handelsblatt has obtained a copy.

The document, prepared by Finance Minister Wolfgang Schäuble’s department, is called “German strategy regarding Brexit.” Eight pages long, the paper details how the government wants to deal with Britain as it leaves the European Union.

To deter other European countries from leaving the bloc, the European Union “should refrain from setting wrong incentives for other member states when renegotiating relations,” said the paper, which is entitled “German strategy regarding Brexit”