Detecció i derivació es duu a terme,
QUINS ELEMENTS HA DE CONTEMPLAR L’ESTRATÈGIA D’ACCIÓ COMUNITÀRIA EN ELS EQUIPAMENTS EN PROXIMITAT
compared to 31
stDecember 2006
Apart from the effects of the merger by incorporation of the Banca Lombarda e Piemontese Group for which the section “Strategic Lines of Development” may be consulted, there have been no modifications to the consolidation area compared to 31st December 2006, if exception
is made for a few changes in the percentage of shares owned and in particular for the change resulting from the listing of IW Bank.
Banca Carime Spa: UBI Banca acquired 0,0016% of the share capital from minority shareholders bringing the controlling interest as at 30th June 2007 to 85,8268% (85,8252%
in December 2006);
Banca Popolare di Ancona Spa: the Parent Bank purchased small quantities of shares amounting to 0,0349% of the share capital, increasing its controlling interest to 99,2129% (99,1780% at the end of the year);
Banco di San Giorgio Spa: the Parent Bank acquired 0,0073% of the share capital on the “Alternative Trading System” to bring its investment up from 34,6206% in December 2006 to 34,6279% at the end of June. The bank is controlled by the Group which holds a 90,9602% interest;
BY YOU Spa: the exercise of the first two put options (representing 10% of the share capital) was concluded on 12th February 2007, after the necessary authorisations had been
received from the Bank of Italy, with resulting payments made by the former BPU Banca amounting to 6,5 million euro. On the following 17th May a third option on a further 5%
was exercised for a payment of 3,25 million. The investment therefore rose from 20% at the end of the year to 35% as at 30th June 2007. (Nevertheless, the proportion considered
for consolidation purposes was 40%, as specified in footnote to the preceding list);
IW Bank Spa: on 18th May 2007 the Initial Public Offer on the ordinary shares of the
company was concluded having received: authorisation from Borsa Italiana Spa on 7th May
for admission of its shares for trading on the Expandi market (organised and managed by Borsa Italiana), the authorisation from CONSOB (Italian securities market authority) for the publication of the share prospectus for the Initial Public Offer on 8th May and authorisation,
again from the CONSOB on 17th May to publish the supplement to the share prospectus.
The Global Offer regarded a maximum of 13.385.000 of the ordinary shares, of which a maximum of 7.000.000 shares were obtained from the increase in the share capital with option rights excluded (resolved by an Extraordinary General Meeting of 9th October 2006
and designed to create floating shares) and a maximum of 6.385.000 shares offered for sale by Centrobanca Spa and by Qwerty Spa (the company owned by the directors and management team which held 29% of the Bank). The latter had also granted the co- ordinator of the Global Offer an option to be exercised if the shares offered were fully taken up for the purchase, at the offer price, of an additional maximum number of 1.338.000 shares.
Applications for 95.630.547 shares were received under the Global Offer from 8.756 applicants.
20On 23rd April 2007 a General Meeting of the Shareholders resolved to replenish the losses of the company (76%
controlled by Multiservice Holding Srl), deciding at the same time to reconstitute the share capital raising it to 200.000,00 euro with 25% paid up. On 16th July 2007, a General Meeting of the Shareholders resolved to dissolve
On the basis of the applications received, a total of 14.723.000 shares were allotted to 3.910 applicants: 7.000.000 of the shares came from the increase in the share capital decided by the bank at the service of the offer, 6.385.000 came from the sale by Centrobanca and by Qwerty and 1.338.000 from the exercise of the over allotment option. No shares were purchased by members of the consortium for the public offer and by the members of the consortium for the institutional placement under guarantee pledges to underwrite the issue. Payment for shares took place on 23rd May 2007 at the price of 4,60
euro per share and trading commenced on the same day.
The proceeds resulting from the increase in the share capital at the service of the Global Offer calculated on the basis of the offer price, net of commissions and fees paid to the consortium for the Public Offer and to the consortium for the Institutional Placement, amounted to 31,2 million euro. The proceeds resulting from Global Offer, again net of commissions and fees paid to the consortiums already mentioned and calculated on the basis of the offer price, amounted on the other hand to 59,7 million.
The gain recorded by the UBI Banca Group, net of taxes and gains attributable to minority interests, recognised within “Profits on the disposal of equity investments”, amounted to 20,5 million euro.
As a result of the increase in the share capital for the offer (with the issue of 7.000.000 new shares), at the end of the first half the share capital of IW Bank was comprised of 73.619.180 ordinary shares with a nominal value per share of 0,25 euro (3.028.145 shares with a nominal value of 5 euro in December 2006).
It will be recalled in this respect that:
- the bank had fractioned the nominal value of its shares in the last week of December reducing the value from 5 to 0,25 euro. While this operation left the total nominal value of the share capital unchanged at the end of the year, it raised the number of shares from 3.028.145 to 60.562.900;
- on 27th March 2007, the bank also increased its share capital through the issue of
6.056.280 shares with a nominal value of 0,25 euro at the service of a stock option plan,
(resolved by an Extraordinary General Meeting of 7th March 2006), after the
beneficiaries, two directors and 21 employees of the bank, had exercised their options in full on 27th December 2006. The shares allotted were initially privileged for the
distribution of profits and without voting rights, but acquired the status of normal ordinary shares following the listing on a regulated market.
During the course of the first half, the percentage control held by the Group therefore fell from 71% in December 2006 (51% held by Centrobanca and 20% by the Parent Bank) to 50,1% as at 30th June 2007, of which 33,6469% held by Centrobanca and 16,453% by UBI
Banca.
Mercato Impresa Spa: on 11th April 2007, the Parent Bank purchased 832 shares
(previously allotted under a stock option plan in November 2006), bringing the percentage of control up from 98,5332% at the end of the year to 98,5570% as at 30th June 2007.