The board of Italy's loss-making RCS MediaGroup approved on Sunday the broad terms of a capital increase and a debt refinancing plan needed for its turnaround plan.
The publisher of Italy's newspaper Il Corriere della Sera, whose ownership groups some of Italy's biggest financial and industrial names, needs large financial resources to accelerate its digital transition and reverse losses over the next three years.
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RCS on Sunday reported a group's net loss of 509.3 million euros for 2012, and is seeking shareholders support for a cash call of up to 600 million euro ($786 million) by 2015, with a first tranche of 400 million euros by July.
The controlling group of shareholders includes investment bank Mediobanca , carmaker Fiat , tyre maker Pirelli , Italy's biggest retail bank Intesa Sanpaolo and leading insurer Generali .
The group's weak performances and Italy's worsening economy have raised concerns that some shareholders may be reluctant to spend the cash to take up their stake in the capital increase.
As of Friday, pledges from the members of the company's shareholder pact - which includes some of Italy's biggest corporate names and controls a 58 percent stake - had totalled around 44 percent of RCS's capital.
Fiat, Mediobanca and Pirelli, and Fonsai - another investor with 5.4 percent - have all indicated they will take part in the capital increase.
Several shareholders outside the pact have said they won't take part in the capital hike or are still undecided, raising concerns a sizeable mount of the shares on offer will go unsold.
Board member Paolo Merloni, a minority shareholder in the group, resigned over the plan on Sunday, RCS said.
However, RCS said Intesa Sanpaolo's investment arm Banca IMI, Centrobanca, BNP Paribas , Mediobanca and Banca Akros intend to participate in a guarantee consortium to subscribe eventual unsold shares.
Those lenders would participate for 166 million euros worth of ordinary shares, RCS said.
Some of the shareholders in the pact have also expressed the intention to take on eventual rights that other pact members may not exercise, it said.
The group also agreed with creditor banks Unicredit , Intesa Sanpaolo, Mediobanca, UBI Banca , Bnl-BNP Paribas and Banca Popolare di Milano to reschedule maturing loans worth 575 million euros.
The refinancing, which entails three new lines of credit due in three to five years, is conditional on the completion of a capital injection of at least 400 million euros, RCS said.
The publisher has seen revenue wither to 1.59 billion euros last year from 2.73 billion euros in 2007 as companies cut advertising spending in a recession and viewers continue to shift to the Internet.
RCS on Sunday said the restructuring costs linked to its business plan would weigh on first quarter results, which it expects to show a significant loss.
The capital increase, bank debt restructuring and new business plan to 2015 will be presented to investors on Monday.
Shareholders are expected to meet over the restrucuturing plan and the capital increase by the end of May, with a precise date to be decided when the board meets on April 28.
(Additional reporting by Jennifer Clark, Lisa Jucca, Claudia Cristoferi, Silvia Aloisi, editing by William Hardy and Diane Craft)