Bologna, 29th January 2012 - Unipol Gruppo Finanziario S.p.A.
("UGF") hereby declares that it has today stipulated an
Agreement ("the Agreement") with Premafin Finanziaria Holding
di Partecipazioni S.p.A. ("Premafin") regarding the parties'
mutual commitment to draw up an integration plan ("the
Integration Plan") for the merger of Fondiaria Sai S.p.A.
("Fondiaria Sai"), Unipol Assicurazioni S.p.A. ("Unipol
Assicurazioni"), Premafin and Milano Assicurazioni S.p.A.
("Milano Assicurazioni").
The stipulation of the Agreement is the outcome of the
verification activities and enquiries carried out following
the co-signing of the letter of intent with the Ligresti
family that was announced to the market on 13th January
2012.
The Integration Plan aims to safeguard the current and future
solvency of Premafin and Fondiaria Sai, while at the same
time creating a national operator of primary importance in
the insurance sector that will be capable of competing
effectively with its main national and European competitors.
It also aims to generate value for all the shareholders of
the companies involved in the Plan.
As part of the Integration Plan, Premafin is expected to
increase the share capital reserved to UGF by a maximum of
€400m (the "Premafin Capital Increase"), a move that will be
carried out in order to provide Premafin with the financial
resources necessary to allow Premafin and its subsidiary
Finadin S.p.A. to participate, for their pertaining stakes,
in the Fondiaria Sai capital increase to be proposed by the
Board of Directors to the Extraordinary Shareholders'
Meeting.
The Premafin Capital Increase - that will lead to Premafin
being controlled by UGF with a consequent dilution of the
current main shareholders - will constitute, together with
the Merger, a key element in the recovery plan to be enforced
by Premafin, in accordance with article 49 of the Issuers'
Regulation, that aims to reorganise its debt exposure and
re-balance its own financial situation.
By underwriting a reserved capital increase, UGF's financial
commitment will therefore run exclusively and entirely within
Premafin, reinforcing its financial structure and so
benefiting the activities of the insurance companies owned by
the latter.
UGF's commitment to the underwriting of the Premafin Capital
Increase is subject to the fulfilment of several suspensory
conditions by 20th July 2012, including receipt
of the required authorisations issued by the supervisory
bodies, of the permit from the Antitrust Authority and of a
specific decision by which Consob will confirm that the
acquisition by UGF of the control of Premafin will not
determine any obligation on the part of UGF to launch a
public tender offer for the shares of Premafin, Fondiaria Sai
and Milano Assicurazioni.
Unipol Gruppo Finanziario S.p.A.
Legal Office via Stalingrado, 45 - 40128 Bologna (Italy) - tel. +39 051 5076111 - fax +39 051 5076666
Share Capital Euro 2,699,066,930.11 entirely paid-up - Bologna Companies Register - Tax Code and VAT number
00284160371 - Economic and Administrative Index no. 160304
Lead Company of Gruppo Assicurativo Unipol, which is enrolled in the Register of Insurance Groups at no. 046
www.unipol.it
UGF's commitment is also subject to the fact that, in
underwriting the Premafin Capital Increase, it will succeed
in gaining a shareholding in Premafin that is adequate to
pursue UGF' objectives in the Integration Plan, and in any
case more than two thirds of the Premafin's voting rights
share capital.
By virtue of the recapitalisation activities described above,
the new group emerging from the aforementioned integration
will provide the financial resources necessary to support its
development plans and the industrial actions deemed necessary
to recreate value in the insurance core business.
The Agreement also includes standard provisions pertinent to
operations that lead to the acquisition of control, and in
particular, rules concerning the activities to be carried out
in preparation for the Premafin Capital Increase, the
so-called temporary management of Premafin, Fondiaria Sai,
Milano Assicurazioni and their main subsidiaries, as well as
the resignation of the board members currently in office and
the relative release from liabilities, with effect from the
date on which the aforementioned Capital Increase is signed.
The Agreement was sent to Fondiaria Sai today for its
evaluation.
Today the Board of Directors at UGF has also decided to hold
another meeting by the middle of February to proceed in
calling an Extraordinary Shareholders' Meeting, so that the
Board can be empowered to increase the UGF share capital by a
maximum amount of €1,100m.
As required by the Agreement and in order to accelerate the
implementation of the Integration Plan, in the next few days
Unipol Assicurazioni will set up a technical committee with
Fondiaria Sai, Premafin and Milano Assicurazioni to discuss
the details of the Integration Plan and the associated
company merger.
Based on the timeline currently in place, the Boards of
Directors of Premafin, Fondiaria Sai, Milano Assicurazioni
and Unipol Assicurazioni will meet in March to approve the
basic terms and elements of the Merger. Extraordinary
Shareholders' Meetings of UGF and Fondiaria Sai will also be
held in March to discuss the respective increases in share
capital.
The Extraordinary Shareholders' Meeting of Premafin to
approve the Premafin Capital Increase is expected to be held
at the beginning of May and the share capital increases of
UGF and Fondiaria Sai will be carried out by the end of May,
with the entire Integration Plan scheduled for completion by
the end of 2012.
Unipol Gruppo Finanziario S.p.A. www.unipol.it
2
Contacts
Institutional and Media Relations Investor Relations
Stefano Genovese Adriano Donati
Unipol Gruppo Finanziario Unipol Gruppo Finanziario
Tel +39 06 47771207/335 5889763 Tel +39 051 5077933
stefano.genovese@unipol.it press@unipol.it
investor.relations@unipol.it
Carla Chiari
Unipol Gruppo Finanziario
Tel +39 02 51815021/338 7207314 carla.chiari@unipol.it
Tel +39 06 6792929/335 8304078
Giovanni Vantaggi g.vantaggi@barabino.it
Tel +39 02 72023535/328 8317379
Unipol Gruppo Finanziario S.p.A.
Legal Office via Stalingrado, 45 - 40128 Bologna (Italy) - tel. +39 051 5076111 - fax +39 051 5076666
Share Capital Euro 2,699,066,930.11 entirely paid-up - Bologna Companies Register - Tax Code and VAT number
00284160371 - Economic and Administrative Index no. 160304
Lead Company of Gruppo Assicurativo Unipol, which is enrolled in the Register of Insurance Groups at no. 046
www.unipol.it
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Press Release - Integration Agreement Unipol-Premafin-FondiariaSai |