The MPS assembly gave the green light for the capital increase at the service of the offer on Mediobanca. This is a key step in an operation that could change the face and structure of Italian finance, bringing under the control of Siena that Mediobanca that for years has been the symbol of tricolor capitalism. Without forgetting that Piazzetta Cuccia is the largest shareholder, with 13% of the capital, of Generali that in a few days (April 24) will have to renew the top management in a meeting where sparks are expected to fly. On Leone, however, the Sienese bank has clarified, “there is no agreement” of sharing the share with the Caltagirone group.
All the numbers of the assembly
86,48% of the capital present voted in favor of the increase, the votes against were instead equal to 11,84 of the capital. 73,79% of the capital was present at the meeting. According to the commitments and rumors of the day before, all the main shareholders (about 55% of the total capital of the bank) voted in favor of the increase: these are the Mef (11,7%), Caltagirone (9,96%) and Delfin (9,86%). In favor of the recapitalization and therefore of the takeover bid on Mediobanca, also Banco Bpm (5%) and Anima (4%), as well as the banking foundations (1,5%) and Algebris (1%). Yes from the pension funds: Enpam (2%) and Inarcassa (3%). Among the funds. Pimco (1,5%), Norges Bank (2,6%) and the California Teachers' Pension Fund supported the increase, while some large US investors with small stakes (New York City Comptroller, SBA Florida, Calvert, Calstrs, CPP Investments) rejected the operation.
Lovaglio: “Mediobanca ideal partner, aggregation will create value immediately”
“I think that this meeting is destined to mark a very important stage for the future development of the bank, which has in its DNA a strong vocation for innovation and growth,” CEO Luigi Lovaglio told the shareholders present at the meeting, illustrating the 2024 financial statement data. With its strong capital base and thanks to the results achieved, the bank “is ready to lead a new process of industrial development with Mediobanca and can create value immediately“, continued Lovaglio.
And regarding the vote on the capital increase, the banker explained: “We ask shareholders to support a transformation opportunity that delivers value long-term through growth and attractive financial returns with a strong and resilient balance sheet to withstand any economic scenario like the one we are experiencing. Three years ago we asked investors to support us by subscribing to the €2,5 billion increase and those who did so were rewarded. We are committed to doing the same with this transaction,” Lovaglio added, anticipating that the ops should start between June and July.
Lovaglio, who spoke of an operation with “an industrial logic”, promised the members “a significant creation of value”. With the marriage between the two institutions “we will have such a patrimonial strength that we will be able to distribute 100% of the profits, strengthening the heritage. This is our project: it has no other motivation”. Piazzetta Cuccia “represents an ideal partner for us for the value represented by its brand and the heritage of excellent skills that have made its history,” concluded Lovaglio.
Lovaglio: “Generali contribution to revenues, no agreement with Caltagirone”
Mediobanca's participation in Generali “will be a contribution to revenues from a different source, it is important to have it but the strategic game is with the businesses where we are complementary with Mediobanca" Lovaglio then reiterated. The Lion company was also mentioned in one of the written answers that Monte dei Paschi gave to the shareholders before the meeting. Between Monte dei Paschi and the Caltagirone group "there is no agreement" of the division of Mediobanca's share in Generali, should the takeover bid for Piazzetta Cuccia go through, Banca Senese said. Responding to a further question on the possible sale, in whole or in part, of the Generali shareholding held by Mediobanca, Mps explained that “the stake in Generali represents a diversified share of revenues for the new group. Any decision regarding this shareholding will be taken in due course in the best interest of the Company and our shareholders”.
Mps: “No to relaunch, adequate offer on Mediobanca”
"At the moment Mps believes that the offer for Mediobanca is already adequate”, Siena said when speaking of a possible relaunch. “There is a firm belief that this is a great opportunity for the shareholders of both entities with a strong growth profile both in terms of profits and dividends”. Therefore, the bank continues, “at the moment, no decisions have been made regarding any increases in the consideration for the offer. In the event that such a decision were to be made, the various hypotheses and the related implications will be carefully evaluated, providing the market with the most complete and transparent information in this regard, as required by the applicable regulations”, concludes Mps.
As for the target threshold to be reached in OPS, Monte dei Paschi has announced that the hypothesis of controlling a Mediobanca's 51% stake "is a theoretical case at the moment, since we have indicated an offer acceptance threshold of 66,67%”.
Caltagirone rises to 9,96% and becomes the first private shareholder
During the meeting, President Nicola Maione reviewed the bank's shareholder structure. The major private shareholders of MPS have increased their respective stakes: the group Delfin holds 9,86% of the capital, with a slight rounding compared to the previous 9,7%, while Caltagirone rose to 9,96% of the capital, becoming the first private shareholder of Rocca Salimbeni. The shareholdings of Mef (11,73%), Banco Bpm (5%) and Anima (3,99%) remain unchanged.
Maxi lawsuit worth 741 million against Mps by Caltagirone shareholders
In the answers provided by the bank to the shareholders present at the meeting, MPS revealed that six members of the Caltagirone group, the company's first private shareholder with 9,9% of the capital, have filed a maxi 741 million lawsuit against Monte dei Paschi.
“Six companies of the Caltagirone group brought a lawsuit against Banca Mps in 2022 at the Court of Rome to request compensation for the alleged damage of approximately 741 million suffered as a result of the investments made between 2006 and 2012 in bank shares", Siena explained. "The Bank - he added - defended itself by promptly contesting all the opposing claims and objecting, among other things, that they are time-barred". "At present, there are no pending negotiations for the amicable settlement of the judgment", concluded MPS. It should be remembered that between 2009 and 2012 Francesco Gaetano Caltagirone was vice president of Montepaschi.
The bank also spoke about the ongoing economic relations with the group headed by the Roman publisher. Immobiliare Caltagirone has economic relations with the bank due to the payment by Rocca Salimbeni of rental fees relating to 7 properties for instrumental use (branches) under rental agreements signed several years before the Caltagirone group entered the shareholding structure. For these rental agreements, an amount equal to approximately 2024 million was invoiced in 2,4.
Green light also for budget and dividend
In ordinary session, the assembly of Monte dei Paschi gave green light also for the 2024 budget of the institute, closed with a net profit of 1,92 billion. The members in favor are equal to 99,98% of the capital present. The members against are members who hold 0,02% of the capital present. The net assets of the bank at the end of 2024 is 11,28 billion made up of 7,45 billion of share capital, 1,85 billion of reserves, another 53 million of valuation reserves in addition to the operating profit. The 2024 budget, Lovaglio stated at the meeting, "records a marked acceleration of the operating performance thanks to the commercial activities with our customers, who are our point of reference, in addition to highlighting a strong solid capital position".
Ok also to the dividend dividend equal to 0,86 euros per share. The coupon will be detached on May 22, with payment scheduled for the 24th. The second item on the agenda of the ordinary part of the meeting relating to the remuneration policy. Finally, the integration of the board of directors and the changes to the statute were approved.
