Credito Valtellinese: Board of Directors approves capital increase plan
Sondrio, December 12, 2006: The Board of Directors of Credito Valtellinese, parent company of the Credito Valtellinese Group, met today with Giovanni De Censi acting as chair, and approved a plan for equity reinforcement to be activated through a free capital increase and a capital increase by payment, to be offered to shareholders; they will be called to the extra-ordinary general meeting scheduled for February 9-10, 2007.
The proposed operation is expected to take place the day after the deadline for converting the third and final tranche of the "Credito Valtellinese 2.8% 2004-2007 Convertible Bond" into shares. This provides the possibility of reaching 107,106,586 shares in circulation by April 30, 2007, in the event that the aforementioned issue of bonds is entirely converted. The operation can be divided into the following areas.
1) Free share capital increase for a maximum total of € 53,553,293 par value, through the increase in the par value of shares from € 3.00 to € 3.50, and through the partial use of the revaluation reserve cited in Law no. 266 of December 23, 2005.
2) Increase in share capital by payment, through the issue of a maximum of 53, 553, 293 new ordinary shares at € 3.50 par, entitlement starting January 1, 2007, offered as stock options to shareholders. These include the holders of shares issued upon conversion of the third and final tranche of the Credito Valtellinese 2.8% 2004-2007 Convertible Bond, expiring April 19, 2007, for a ratio of one new share for every two already held. The price of € 9.00 - € 11.00 will be determined by the Board of Directors upon executing the operation, based on the relevant assembly authorization.
The inclusion of a maximum of 42,842,634 warrants at no extra cost, attached to the shares issued through the increase in capital by payment, for a ratio of 2 warrants to be exercised in 2008, and 2 in 2009, for every 5 ordinary shares subscribed. Said warrants shall give holders the right to subscribe for one newly-issued share for every warrant in their possession, for an amount equal to that of the average price listed for Credito Valtellinese shares on the MTA of the Italian Stock Exchange, during the 3 months before the period for exercising the warrant reduced by 20%.
A subsequent increase in share capital accompanying the exercise of the previously mentioned warrants, through the issue of a maximum of 42,842,634 new ordinary shares of € 3.50 par.
3) Inclusion of bonus shares, with a ratio of one new share for every 10 subscribed for during the increase in capital by payment (section 2), for shareholders who will have had these shares in their possession until July 12, 2008, when the 100th anniversary of Banca Piccolo Credito Valtellinese will be celebrated.
Another increase in free share capital to follow, for a maximum total of € 18,743,653 through the issue of a maximum of 5,355,329 new shares (bonus shares) with a par value of € 3.50 each, to be implemented through the partial use of the remaining revaluation reserves.
The increase in free capital described in section 1 will be carried out accordingly by the beginning of May 2007, upon the completion of transactions related to the conversion of the Credito Valtellinese 2.8% 2004-2007 Convertible Bond into shares, before this offer expires and after the 2006 dividends are paid.
Stock options for the new shares connected to the increase in capital by payment (section 2) offered to shareholders, will be carried out accordingly in May 2007, subject to necessary authorizations from relevant supervisory authorities. The 2008 - 2009 warrants may be exercised during the period of April 15-30 in both 2008 and 2009.
The increase in free capital cited in section 3, to be activated through the issuing of bonus shares, will be carried out accordingly by July 30, 2008.
The general meeting for shareholders will discuss the proposal to grant the Board of Directors authorization on determining the terms, conditions, and means of transaction, in particular the determination of a definite price for the issuing of shares through the increase in capital by payment (section 2), as well as for requesting the approval to list warrants included with the new shares on the Italian Stock Exchange, even after they have been issued, and finally for the possible creation of a consortium for guarantees and/or listing.
All other information will be communicated to the market as soon as it is made definite.
Upon conclusion of the various phases of activation, the proposed operation will decide accordingly on an overall increase in equity totalling € 990 million(2), and will approve the pursuit of a combination of goals, with regard to necessary conditions of stability in terms of economics, equity, and finances, in keeping with the guidelines of the new 2007 - 2010 Strategic Plan, which will be officially approved by the Board of Directors by this February.
Making progress in creating value for the medium-term period, conforming to expansion plans carried out in the last few years, the new Strategic Plan confirms the pursuit of a growth strategy which will prove to be stable and sustainable over time:
Based on the growth rates recorded for the Group's various activities, the total capital ratio should remain well above the official minimum, and is expected to reach levels exceeding 10% for the 2007 - 2010 period.
The free capital, rising significantly, is estimated at € 1.7 billion for December 31, 2010, as compares to the 572 million as at December 31, 2006.
The Board of Directors has also approved a proposal concerning certain statutory modifications with the main goal of completing the plan to revise the parent company's governance. This was approved by the Board of Directors on May 11, 2006, later scheduling an extra-ordinary general meeting for the approval of amendments aimed at adapting the constitution to the provisions of the law on savings and related by-laws.
For further information, contact:
Tiziana Camozzi
Telephone 0280.637.471
fax 0280.637.398
Email: camozzi.tiziana@creval.it
Raffaella Premoli
Telephone 0280.637.403
fax 0280.637.297
Email: premoli.raffaella@creval.it
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1. The operation is a hypothetical structure based on the full conversion of the third and final tranche of the "Credito Valtellinese 2.8% 2004-2007 Convertible Bond, and thus, generally assumes a total of 107,106,586 shares in circulation as at April 30, 2007.
The third share of capital for the bond issue, totalling € 400 at par value, will be able to be converted to 55 ordinary Credito Valtellinese shares during the period of March 19 - April 19, 2007 (see art. 8 of the terms and conditions of the bond issue).
2. Based on the following hypotheses:
- complete subscription for the increase in capital in exchange for payment (section 2), which will translate to a maximum of 53,553,293 shares, taking an issue price of € 10.00 per share over the course of 2007;
- exercise of all of the 2008 and 2009 warrants, which will translate to the issuing of a maximum of 21,421,317 shares in 2008, taking a price of € 10.40 (which presumes an average listing price of € 13.00), and a maximum of 21,421,317 for 2009, at a price of € 10.80 (which presumes an average listing price of € 13.50).
3. With regard to the present situation, Moody's has recently assigned the following ratings to the parent company Credito Valtellinese and the subsidiary Bancaperta S.p.A., giving them a stable outlook:
Long Term Rating BAA1
Short Term Rating P-2
Bank Financial Strenght C-