Sale of 2,804,940 stock options belonging to Credito Artigiano to the parent company Credito Valtellinese, as part of the capital increase of Banca dell'Artigianato e dell'Industria, a bank in the Credito Valtellinese Group operating in the province of Brescia and in Veneto.
The transaction
Intended objectives
Sale price of BAI stock options and effects of the transaction
For further information, contact:
Alberto Della Penna
Tiziana Camozzi
The Boards of Credito Valtellinese and Credito Artigiano, at meetings respectively held on 19 July 2005 and 26 July 2005, examined, agreed upon, and approved the content of a transaction aimed at reorganising the shareholding structure for the control chain of their jointly owned subsidiary Banca dell'Artigianato e dell'Industria S.p.A. (referred to below as "BAI").
At present, Credito Valtellinese directly holds 1,693,556 ordinary shares in BAI, accounting for approximately 21.991% of its share capital. Credito Artigiano (which is subject to the control of Credito Valtellinese), holds in turn 2,804,940 ordinary shares in BAI, accounting for approximately 36.422% of the share capital of this Brescia-based bank.
Partly as a result of the public acquisition offer that Credito Valtellinese made in recent months for BAI shares and convertible bonds, the portion of BAI share capital not owned by the Credito Valtellinese group is currently split between 106 shareholders.
The aforementioned objective of rationalising shareholdings within the CV Group will be attained by Credito Artigiano selling Credito Valtellinese the stock options resulting from the share capital increase which BAI will carry out by the end of September.
Specifically, as has already been publicly announced, as part of BAI's project to expand its activity in the region of Veneto, the company has approved a share capital increase in multiple tranches, the first of which will amount to a maximum of approximately €40,431,522.00 - €29,803,829.76 as share capital and €10,627,722.24 as an issue premium - with the issue of 5,775,936 new ordinary shares in a ratio of three new shares for every four shares owned on the date of execution, slated for 1 August.
Based on the size of its shareholding and of the approved share capital increase, at the date of execution Credito Artigiano will be allocated 2,804,940 stock options, which can be used to buy 2,103,705 shares, to be sold to the parent company Credito Valtellinese.
With regard to Credito Artigiano, the company's Board of Directors has decided not to exercise the stock options it is entitled to for the first tranche of the BAI share capital increase, given current projects for development of internal lines which the bank is progressively introducing, and the related need for balanced allocation of assets in the implementation of these plans. For this reason, the Board agreed to sell its options to the parent company, which had already passed a resolution indicating its willingness to buy them.
The expected change in percentages of ownership of BAI share capital will also give BAI--the only company in the Group that has been excluded from this regime--the opportunity to take part in "national tax consolidation", rationalising the group structure in this way as well.
Credito Artigiano will sell its 2,804,940 stock options to Credito Valtellinese at an overall price of approximately €240,000, a sum calculated using Credito Artigiano's book value for ordinary BAI shares as a reference to determine the theoretical value of the stock options. The transaction will not have significant economic, equity-related, or financial effects at the Group level. One should also note that this transaction will be carried out under the system of participation exemption, and therefore, any capital gains or losses will be irrelevant for tax purposes.
Upon completion of the transaction, after the parent company's subscription of the share capital increase, which will entail an overall expenditure of €23.6 million, and in the hypothetical situation that all 108 current shareholders subscribe to the increase in proportion to their quota, the expected shareholding structure will be the following: Credito Valtellinese 37.600%, Credito Artigiano 20.813%, other shareholders 41.587%.
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