Intesa Sanpaolo announces that it has filed with Consob, on Friday 6 March, the document relating to the voluntary public exchange offer launched on Ubi Banca, on all the ordinary shares of the Bergamo-Brescia bank. "Following the reduction of Ubi Banca shares in the Intesa Sanpaolo Group portfolio - explains a note -, deriving from transactions carried out or to be carried out on customer orders within the ordinary operations of the Intesa Sanpaolo Group and attributable to agreements existing up to the date of the press release of 17 February 2020 issued by the Offeror pursuant to Article 102, paragraph 1, TUF, the maximum number of shares of the Offeror to be issued to service the Offer, which was reported in the aforesaid press release, is adjusted”.
The offer therefore has as its object maxims n. 1.144.285.146 ordinary shares of UBI Banca, listed on Borsa Italiana. The number of UBI Shares subject to the offer includes the entire share capital of UBI Banca and has therefore increased, with respect to what is indicated in the communication of the offer, following the reduction of the ordinary shares of UBI Banca in the portfolio of the Intesa Sanpaolo Group. “It should be remembered that the bidder will pay the UBI Banca shareholders who adhere to the PEO – the Intesa note goes on – a consideration exclusively in shares equal to 1,7000 shares of the newly issued bidder (with no par value, having regular entitlement and the same characteristics as the ordinary shares of Intesa Sanpaolo SpA already outstanding at the date of issue, shares that will be listed on the Mercato Telematico Azionario) for each UBI share tendered in acceptance of the offer”.
In the event of full acceptance of the offer, i.e. in the event that all the no. 1.144.285.146 UBI Shares object of the offer are brought in acceptance of the same, will be assigned to members n. 1.945.284.755 newly issued Intesa Sanpaolo shares, corresponding to approximately 10% of the share capital of the bank headed by Carlo Messina, assuming that the capital increase to service the Offer has been fully subscribed (fully diluted).
“The offer is promoted exclusively in Italy – still provided for by Intesa Sanpaolo -, since the issuer's ordinary shares are listed exclusively on the Mercato Telematico Azionario, and is addressed, on a non-discriminatory basis and on equal terms, to all shareholders holding UBI shares”.
