Spaxs S p A : approves the reverse merger with Banca Interprovinciale

THE SHAREHOLDERS' MEETING OF SPAXS APPROVES THE REVERSE MERGER INTO BANCA INTERPROVINCIALE

Milan, 18 January 2019 - The Extraordinary Shareholders' Meeting of SPAXS, held today, has approved by unanimity of the attending shareholders the merger by incorporation of SPAXS into the subsidiary Banca Interprovinciale S.p.A., which will be renamed 'illimity Bank S.p.A.'.

The merger will allow for the full corporate integration between SPAXS and Banca Interprovinciale and will become effective upon listing of the illimity shares on the Italian Stock Exchange, MTA segment (Mercato Telematico Azionario) of Borsa Italiana. It should be noted that the request for admission to listing on the MTA was filed on November 30, 2018 and, at present, it is expected to be completed in the coming weeks.

It is recalled that the Shareholders' Meeting of SPAXS, a Special Purpose Acquisition Company (SPAC) promoted in January 2018, approved the Business Combination with Banca Interprovinciale last 8 August. The merger approved today represents the execution of the corporate journey approved by the shareholders of SPAXS at the last Shareholders' Meeting, by which all the resources raised in February 2018 by SPAXS with the admission to AIM Italia will be made available to illimity.

As set out in the Merger Project (available in the 'Business Combination/Shareholders' Meetings' Section of the website www.spaxs.it), as part of the merger, all the shares of Banca Interprovinciale will be cancelled and new illimity shares will be issued. SPAXS ordinary and special shares will be cancelled and replaced by new illimity ordinary and special shares, with the same characteristics as the SPAXS ordinary and special shares, in the ratio of 1 illimity ordinary share assigned in exchange for each SPAXS ordinary share, and 1 illimity special share assigned in exchange for each SPAXS special share. At the same time, holders of SPAXS conditional share rights, also cancelled upon completion of the merger, will be assigned 1 illimity conditional share right for each SPAXS conditional share right held. 

The current minority shareholders of Banca Interprovinciale (i.e. those shareholders other than SPAXS, that currently hold an aggregate shareholding amounting to approximately 0.83% of the Bank's share capital) will be assigned newly issued illimity ordinary shares in the ratio of 137.0726 illimity ordinary shares for each Banca Interprovinciale ordinary share, accounting for approximately 0.08% of the post-merger share capital.

The Shareholders' Meeting of Banca Interprovinciale was also held today and approved the merger and the amendments to its Articles of Association as necessary and appropriate for the implementation of the merger and simultaneous listing of the Bank. Moreover, considering that the merger will become effective on the listing of the illimity ordinary shares and conditional share rights on the MTA, the Bank's Shareholders' Meeting also approved the project for the admission to listing of such instruments on the MTA; this will take place upon completion of the authorisation procedure currently in progress and when the merger becomes effective. It should be recalled that, as part of the Bank's admission to listing on the MTA, the SPAXS ordinary shares and conditional share rights will be delisted from trading on AIM Italia.

Finally, the Bank's Shareholders' Meeting approved the 2019 remuneration policies and incentive plans, as well as all resolutions required for their implementation; at the same meeting, it also appointed the new Board of Statutory Auditors of the Bank.

The new Bank is already fully operational. In few weeks of activity in 2018, the NPL Division of the Bank purchased Euro 1.15 billion (gross book value) of NPL portfolios, granted Euro 50 million of NPL Financing and built the foundations of its servicing activity. The SME Division has also started its operations, originating new turnaround and crossover lending transactions to corporates for a nominal value of Euro 45 million, and has launched its activity in invoice lending through the partnership with Credimi, a leading fintech company in digital factoring. Finally, the Bank has started to invest in the development of the illimity digital direct bank and IT platform.

For more information:

Investor Relations
Silvia Benzi
[e-mail]
tel. [phone]
mob. [phone]
www.spaxs.it

Press Office: Ad Hoc Communication Advisors
Mario Pellegatta +39 335.303624 [e-mail]
Sara Balzarotti +39 335.1415584 [e-mail]

Nomad: Banca IMI S.p.A.
[e-mail]

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