Banks

Ops Mediobanca, Mps shareholders' meeting says yes to the increase with 86% of the votes

Siena holds 73.6% of the capital. Caltagirone first private shareholder with 9.96%. 99% approval of the balance sheet

by L.D.

FILE PHOTO: View of the logo of Monte dei Paschi di Siena (MPS), the oldest bank in the world, in Siena, Italy, August 11, 2021. Picture taken August 11, 2021. REUTERS / Jennifer Lorenzini/File Photo

4' min read

4' min read

Green light from the Mps shareholders' meeting for the takeover bid for Mediobanca. The capital increase to service the Ops on Mediobanca was voted by 86.48% of those present. A very large majority vote, which made it possible to approve the proxy to the Board of Directors for the increase, which in the extraordinary part required the favourable vote of two-thirds of those present. Against was 11.81% of those present.

As of this morning, 73.6% of the capital was present in Siena. This was just under 75%, which was considered a 'safety' threshold for the management so that the penultimate item on the agenda, the capital increase, could pass with relative security. Opening the meeting, chairman Nicola Maione emphasised the bank's decision to hold the meeting 'in the open': 'the choice of the presence method is a sign of our bank's attention to shareholders'. Maione then added: 'Mps is a patrimony of the country, the positive results are the result of the constant commitment of the board of directors, the CEO and all our employees, men and women with a great attachment to Monte and to whom my most sincere thanks go'.

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Ok to the balance sheet with 99.98% of the capital

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The Ordinary Shareholders' Meeting of Monte dei Paschi di Siena approved the balance sheet results for 2024. In attendance at the vote was 73.59% of the capital, with approximately 99.98% voting in favour, 0.02% against, 0.010% abstaining and 0.0001% not voting, as announced by chairman Nicola Maione.

Caltagirone first private partner

In the meantime, as the shareholders' meeting passes, the weights in the shareholding structure are becoming more precise. Delfin and the Caltagirone group, the bank's largest private shareholders, have increased their respective holdings ahead of today's shareholders' meeting. Delfin increased its shareholding from 9.7% to 9.86% of the capital, while the Caltagirone group confirmed its strengthening, rising from 5.02% to 9.96% of the capital, thus assuming the role of Rocca Salimbeni's leading private shareholder. The shareholdings of Mef (11.73%) Banco Bpm (5%) and Anima (3.99%) remained unchanged.

The favourable shareholders

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The bank's top management can count on the almost certain support of around 55% of the bank's capital. For the resolution to pass, it will need the support of two-thirds of the shareholders present. A turnout of less than 75% of the capital therefore makes a vote in favour of the increase very likely. Voting in support of the increase will in fact be the main shareholders, whose representatives are present on the board that voted unanimously for the project: they are the MEF (11.7% of the capital), Caltagirone (9.96%) and Delfin (9.86%). Outside the board, but declaring themselves in favour of the recapitalisation and thus the takeover bid on Mediobanca, are Banco Bpm (5%) and Anima (4%), as well as the banking foundations (1.5%) and Algebris (1%). Favourable votes are also expected from Enpam (2%) and Inarcassa (3%). Among the funds, Pimco (1.5%) and Norges Bank (2.6%) have anticipated their positive vote, as has the California Teachers' Pension Fund, while some large US investors with small stakes (New York City Comptroller, Sba Florida, Calvert, Calstrs, Cpp Investments) will reject the operation.

CEO Lovaglio: 'More than ready to join forces with Mediobanca'

"The set of results we have achieved shows that our bank is more than ready to lead a new process of industrial development that by joining forces with Mediobanca can create value immediately to the benefit of all shareholders and stakeholders," said Mps CEO Luigi Lovaglio, speaking at the meeting. "I think this meeting," he said, "is destined to mark a very important stage in the industrial and strategic development of our bank, which has in its DNA a strong vocation for innovation and growth.

Rossi (Fond. Mps): "Ops courageous innovation and great opportunity to create a third pole"

"We welcome wholeheartedly the public exchange offer with Mediobanca shares proposed at today's extraordinary shareholders' meeting, which represents a courageous innovation in an often standardised panorama such as that of banking, as well as a great opportunity for the creation of a third Italian banking pole, indispensable in our opinion in a context of necessary European consolidation," commented the president of the Monte dei Paschi di Siena Foundation, Carlo Rossi, in his speech at the Mps shareholders' meeting.

Offer on Mediobanca 'already adjusted'

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Meanwhile, as stated in the replies to the written questions received from Mps shareholders, it emerges that Mps believes "that, as things stand, the offer" on Mediobanca "is already adequate, and there is a firm conviction that this is a great opportunity for shareholders of both entities with a strong earnings and dividend profile. Therefore, at the moment, no decisions have been made regarding any increase in the offer price'. Should 'such a decision be taken, the different hypotheses and their implications will be carefully evaluated, providing the market with the most complete and transparent information in this regard'.

And on the targets in terms of adhesions, Mps "confirms the objective of achieving at least 66.67%" of Mediobanca's capital, a shareholding "that also represents one of the conditions for the effectiveness of the offer", albeit renounceable, but believes that "the strategic objectives" of the offer "will be achievable even in the event of a scenario that envisages the acquisition of 51% of Mediobanca's share capital".

"No agreement with Caltagirone"

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"There is no agreement with the Caltagirone Group". So says Mps in a written answer, published ahead of the shareholders' meeting, to a shareholder's question asking whether the statement on Generali's non-pivotal role in the third pole with Mediobanca is not due to the existence of de facto agreements between Mps and the Caltagirone Group and whether there is no partition project between Mps and Caltagirone after the acquisition of Piazzetta Cuccia. To a further question on whether Mps intended to dispose of all or part of the Generali shareholding held by Mediobanca, the Siena-based institution explained: 'The shareholding in Generali represents a diversified revenue share for the new group. Any decision regarding this shareholding will be taken in due course in the best interests of the Company and our shareholders'.

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