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BFF, a letter from Basilico and other shareholders to the Board of Directors: "Factoring is essential. The entry of new shareholders is welcome, but assessing the bank's true value is crucial."

BFF Bank shareholders are urging the Board of Directors not to rush a factoring sale and to preserve the bank's value by avoiding discounted sales. They also address the risk of a "breakup" and the potential loss of independence.

BFF, a letter from Basilico and other shareholders to the Board of Directors: "Factoring is essential. The entry of new shareholders is welcome, but assessing the bank's true value is crucial."

The future of Bff Bank it cannot depend only on the price of the stock on the stock market, but the assessment of the bank's true value is crucial. This is the message from shareholders, including Paul Basil, former founder of Kairos, Marco Dragon, Giampaolo Cagnin e Alessandro Del Bono, in letter sent to the Board of Directors and the Board of Statutory AuditorsA position taken while the dossier on the remains open bank restructuring, following the inspection by the Bank of Italy, further adjustments to the loans and the appointment of two commissioners.

The possible sale of some assets is also on the table. Initially, a solution with Bpm bank e Amco, but according to the most recent rumours Piazza Meda would have taken a step back, leaving room for Bper, while Amco remains interested in factoring. The risk of the bank being "broken up" is one of the themes that runs through the letter. For shareholders, however, the issue isn't another institution's entry into the capital or governance: the priority is that any transaction preserve the value of assets e Bff's independence.

BFF shareholders: "There's no need to sell quickly."

The letter, dated August 18, 2026, starts from first half results, judged positively. BFF remains profitable, has exceeded earnings expectations, continues to generate capital, and has ample liquidity. The credit front also shows signs of improvement, and regulatory provisions peaked earlier than expected.

Shareholders, therefore, do not feel the need to quickly sell the portfolio. The bank would have time to decide how to intervene. This position is reinforced by the words of CEO Giuseppe Sica, who ruled out the need for a capital increase and capital problems at least until 2028, also indicating a significant expected reduction in arrears in Poland. "Based on these communications, we have maintained our investment in the bank," the shareholders wrote.

Factoring: a structural solution, not a discount sale

The crux of the matter is above all how to manage the Factoring as a Financial Tool for Managing Seasonal Fluctuations in TruckingAccording to the letter, there are no substantial problems with the quality of the loans: they are tied to selected originators and have primarily public administrations as the final debtors. The difficulties, however, concern payment delays and the rules requiring the bank to set aside more resources, even when there is no actual financial loss. While awaiting a new strategy, the shareholders are therefore asking for protection of the bank's best customers and its expertise.

Among the solutions there is the progressive transfer of problem loans to a separate structure, such as a company or fund, with BFF retaining management. Shareholders could participate pro rata in the capital, with AMCO potentially also participating in the unsubscribed portion.

The letter also proposes a new agreement with the Public Administration, including through a potential settlement of the additional amounts related to payment delays. According to shareholders, the impact on BFF would be limited thanks to the resources already set aside. The goal is to stabilize a business that is also important for the Italian economy, allowing public sector suppliers to convert receivables into liquidity and continue operating.

However, the shareholders are asking that management and collection of public credits remain rely on regulated Italian intermediariesA counterparty that isn't independent of the debtor might, in fact, be rejected by major clients and shift flows to third-party operators, especially foreign and unregulated ones. Regulated management would also help limit risks such as non-existent or recurrently assigned receivables, corruption, and the transfer of taxable income abroad. 

“Don't sell out factoring and don't let the stock market lead you”

If other solutions are not viable, the shareholders indicate a progressive reduction in factoring as an alternative, allowing the portfolio to be depleted as the receivables are collected. The priority, however, is avoid sales to third parties at too low pricesA discounted sale, they explain, would not solve the factoring problem and could lead to profitable and low-risk assets being sold at a low price, transferring value to buyers, including potential hedge funds. A price that is too low could also raise doubts about the quality of BFF's remaining loans and new business, negatively impacting the bank's overall perception.

The same reasoning applies to the titleAccording to shareholders, corporate communications, regulatory uncertainty, and management instability have contributed to BFF's significant discount to historical values ​​and fair value. For this reason, current stock market price should not become the reference for the Board of Directors for strategic decisions.

The letter also estimates the value of individual activitiesPayments and security services, based on the approximately €120 million in pre-tax profit indicated by the CEO, would be worth around €1 billion. For Spain and Eastern Europe, based on 2025 net profits of over €30 million and approximately €25 million, respectively, a value of approximately €250 million each is estimated. Reducing factoring would free up at least part of the capital currently tied up in the business.

Opening to banks, but BFF must remain independent

Finally, the shareholders define BFF: A Strategic Asset for Italy, not only for factoring but also for payments and security services, which guarantee access to the payment system for many medium-small banks and could also play a role with the digital euro.

Independence The bank's security is considered essential to maintaining the confidentiality of commercially sensitive payment information. The letter notes that the Istituto Centrale delle Banche Popolari, from which these activities historically originated, had diversified ownership, without a single bank in a controlling position. For this reason, shareholders see positively a possible entry of banks in capital and governance, provided that it brings value to BFF, for example through synergistic activities such as the custodian bank, and above all does not compromise its independence.

The letter ends with a warning: any decisions that would pass the burden on to the shareholders damages related to the low price of the title may be contested in the appropriate locationsThe hope is instead that the board of directors, shareholders, and administrators appointed by the Supervisory Authority will be able to protect the interests of shareholders and the stability of the bank, maintaining the solidity of the three activities considered essential: payments, factoring, and custodian bank.

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