The Banca Regionale Sant'Angelo S.p.A., Banca Popolare Santa Venera S.p.A. and Leasingroup Sicilia S.p.A. confirm guidelines for the merger
Exchange ratio: 34 Banca Regionale Sant'Angelo shares every 5 Banca Popolare Santa Venera shares
Acireale, March 13th 2002 - In today's meeting the Boards of Directors of the Banca Regionale Sant'Angelo, Banca Popolare Santa Venera and Leasingroup Sicilia - all of them are Credito Valtellinese Group member companies - have confirmed the guidelines for the merger of the Banca Popolare Santa Venera and Leasingroup Sicilia into the Banca Regionale Sant'Angelo. Following the approval by the competent authorities, the merger will be submitted to the stockholders' extraordinary General Meetings on May 16th 2002 (first call) and on May 22nd (second call).
The exchange ratio, fixed also on the basis of the advisor KPMG Corporate Finance's assessment, is as follows: 6.8 new shares of the Banca Regionale Sant'Angelo per each of the Banca Popolare Santa Venera shares, which means 34 new shares of the Banca Regionale Sant'Angelo every 5 shares of the Banca Popolare Santa Venera.
The merger is part of a wider plan for the reorganization of the Credito Valtellinese Group's branch network in Sicily. The plan is aimed at establishing a new member bank, which will efficiently serve any area of the island and support the development of Sicily's economy. Uniting the existing networks will lead to the creation of a more competitive structure benefiting from the synergies and scale economies, nevertheless characterized by the principles that have inspired the business tradition of the merging companies. In all, the new bank will dispose of a network including 134 branch offices in Sicily and will play a prominent role within the island economy. Also the new member bank's organizing structure is focusing on its core business, while any of the Group's instrumental companies is taking care of the activities and initiatives undertaken in its specific branch of business: Bancaperta S.p.A. is entrusted with activities in the fields of asset management, e-banking, bank-insurance, corporate finance and private banking; Deltas S.p.A. is responsible for the Group's co-ordination and supervision; Bankadati S.p.A. and Stelline S.p.A. operate in the fields of information technology and real estate respectively.
The Boards of Directors of the companies involved in the merger have confirmed the guidelines for the plan, fixed in accordance with art. 2501-bis of the Italian Civil Code. In detail, the merger will take place as follows: the Banca Popolare Santa Venera is merging into the Banca Regionale Sant'Angelo (6.8 new shares of the Regionale Sant'Angelo per each of the Santa Venera shares, which means 34 new shares of the Regionale Sant'Angelo issued every 5 shares of the Santa Venera. Then, the Leasingroup Sicilia is merging into the Banca Regionale Sant'Angelo in its turn.
As for the financial position of the companies involved, figures refer to the asset and liability statement as at December 31st 2001.
As the Leasingroup Sicilia's capital stock is currently shared out between the Banca Regionale Sant'Angelo and the Santa Venera, after the merger of the Santa Venera into the Banca Regionale Sant'Angelo, the Leasingroup Sicilia's capital stock will be entirely hold by the Sant'Angelo.
So, the second merger is only involving the cancellation of this complete stockholding (in accordance with art. 2504 quinquies of the Civil Code and there will be no exchange ratio. As regards the merger of the Banca Popolare Santa Venera into the Sant'Angelo, an extraordinary General Meeting will be called by the latter to confirm a capital increase up to € 51,246,570 at the most, through issue of 5,124,657 new shares worth € 10 each (nominal value, start of dividend entitlement on January 1st 2002). The new bank will be called Credito Siciliano, with a capital stock of € 95,825, 570 representing 9,582,557 shares worth € 10 each. The company, controlled - both directly and indirectly through the Credito Artigiano S.p.A. - by the parent bank Credito Valtellinese S.c. a r.l., will provide banking and financial services in accordance with art. 116 Law 58/98.
The shares can be exchanged at any Banca regionale Sant'Angelo and Banca Popolare Santa Venera branch office as from the first business day following the merger in accordance with art. 2504 bis Civil Code, except for the shares subject to dematerialization, which will be cancelled and replaced. The shareholders owning a number of shares that is not divisible by the exchange ratio will be offered exchange services allowing them to make a round number of shares, which is appropriate for the exchange.
