Opas Mps: from BlackRock to Norges, here’s who (and why) voted in favour of Intesa Sanpaolo’s capital increase

A clear and resounding ‘yes’ from the shareholders’ meeting. But also an overwhelming vote in favour – and this is perhaps the even more important point – from the market. Intesa Sanpaolo’s CEO, Carlo Messina, has secured a double victory at Thursday’s meeting. For behind the shareholders’ almost unanimous vote lies, above all, the support of a very large proportion of institutional investors, many of whom also hold stakes in MPS. This overlap could, in the long run, tip the balance decisively in Ca’ de Sass’s favour in the contest between the two proposals.

You only have to look at the figures. The capital increase to fund the OPAS was approved by 97 per cent of the capital present, which represented 63.9 per cent of the total capital. However, as reported by Radiocor, almost 70 per cent of the shareholders present were institutional investors, compared with just under 30 per cent who were foundations.

Now: even if we were to assume, for the sake of argument, that all of the approximately 3 per cent of votes against came from the funds, the support from institutional investors is virtually unanimous. Over 95 per cent of the institutional investors present must necessarily have voted in favour. In short, the green light came not only from the foundations – whose support was widely expected – but above all from the institutional market. And that is the first point.

The second point concerns those who are simultaneously on both sides of the deal. Not all individual voting disclosures are available yet, but yesterday’s rough figures make it almost certain that the major investment giants – which also hold stakes in MPS – will vote in favour. These include BlackRock (which holds around 5.1 per cent of Ca’ de Sass and just under 5 per cent of MPS); Vanguard (3.5 per cent and 2.6 per cent); Norges Bank (1.2 per cent and 3.1 per cent), which has, moreover, publicly declared its vote in favour of the Intesa capital increase, and Amundi (1.2 per cent and 2.3 per cent). However, the group of investors in favour of the Intesa vote (who also hold shares in MPS) is broader. According to information gathered by *Il Sole 24 Ore*, this group also includes Geode Capital (1 per cent and 1.5 per cent in MPS); Arrowstreet Capital (around 0.5 per cent in both); JPMorgan (0.5 per cent and 0.2 per cent); and State Street (0.5 per cent and 0.3 per cent). Added to these are residual holdings attributable to Charles Schwab. The situation regarding UBS Asset Management, which holds around 0.9 per cent in Ca’ de Sass and is believed to hold a smaller stake in Siena as well, remains to be clarified. Overall, the pool of ordinary shareholders accounts for around 14–15 per cent of the share capital in both banks. That is just under a quarter of the share capital present at the Intesa shareholders’ meeting.

What will the funds that backed the Milanese bank yesterday do when, on 29 October – this time in their capacity as shareholders of MPS – they are called upon to vote on the two counter-takeover bids for Banco BPM and Banca Generali proposed by CEO Luigi Lovaglio in defence of Intesa itself? Yesterday’s vote is indicative, not least because, all other things being equal, financial exposure is what counts. And for many large investors with holdings in both banks, their exposure to Ca’ de Sass is significantly higher due to the difference in market capitalisation. This does not mean that the outcome is a foregone conclusion. Funds may take different positions, even within the same manager, and holdings may be spread across vehicles with different strategies. Proxy advisers will also play an important role; they have yet to give their views on MPS. What is certain, however, is that yesterday in Turin, investors accepted the dilution necessary to finance the OPAS. In doing so, they implicitly expressed an opinion on the relationship between price, synergies and expected returns, including cash. And the (favourable) verdict was virtually unanimous. In just over a month and a half, the question will be a different one: namely, whether Siena’s alternative proposal is capable of creating more value than the offer already put on the table by Messina. In short, Lovaglio will have to convince the market that rejecting Intesa’s OPAS is more advantageous than accepting it. For now, the initial response is clear: the market has given its unreserved approval to Messina’s proposal. By the end of October, we shall see what happens at MPS.