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TAR - Press release pursuant to Article 41, paragraph 6, of the Issuers’ Regulation - Final results of the reopening of terms confirm the provisional results

Company: Bper Banca Date: 2025-07-28 Language: English Register to download
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| Informazione<br>Regolamentata n.<br>0043-116-2025 | Data/Ora Inizio Diffusione<br>28 Luglio 2025 20:30:03 |                                                                                                                                                                  | Euronext Milan |
|---------------------------------------------------|-------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------|
| Societa'                                          | :                                                     | BPER BANCA                                                                                                                                                       |                |
| Identificativo Informazione<br>Regolamentata      | :                                                     | 208459                                                                                                                                                           |                |
| Utenza - referente                                | :                                                     | BPERN04 - Anselmi                                                                                                                                                |                |
| Tipologia                                         | :                                                     | REGEM                                                                                                                                                            |                |
| Data/Ora Ricezione                                | :                                                     | 28 Luglio 2025 20:30:03                                                                                                                                          |                |
| Data/Ora Inizio Diffusione                        | :                                                     | 28 Luglio 2025 20:30:03                                                                                                                                          |                |
| Oggetto                                           | :                                                     | Press release pursuant to Article 41, paragraph<br>6, of the Issuers' Regulation - Final results of<br>the reopening of terms confirm the provisional<br>results |                |

Testo del comunicato

Vedi allegato

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**NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.**

# **VOLUNTARY PUBLIC TENDER AND EXCHANGE OFFER LAUNCHED BY BPER BANCA S.P.A. FOR ALL THE SHARES OF BANCA POPOLARE DI SONDRIO S.P.A.**

\*\* \* \*\*

## **PRESS RELEASE**

**pursuant to Article 41, paragraph 6, of Regulation no. 11971/1999 as subsequently amended (the "Issuers' Regulation")**

# **FINAL RESULTS OF THE REOPENING OF TERMS CONFIRM THE PROVISIONAL RESULTS**

**BPER BANCA S.P.A., FOLLOWING COMPLETION OF THE REOPENING OF TERMS PERIOD, CROSSES 80.69% OF THE SHARE CAPITAL OF BANCA POPOLARE DI SONDRIO S.P.A.:**

- **FINAL RESULTS OF THE REOPENING OF TERMS: OVERALL, 80.35% OF THE SHARE CAPITAL OF BANCA POPOLARE DI SONDRIO S.P.A. WAS TENDERED TO THE OFFER LAUNCHED BY BPER BANCA S.P.A;**
- **BPER WILL HOLD A TOTAL OF NO. 365,843,545 SHARES OF BANCA POPOLARE DI SONDRIO S.P.A., EQUAL TO 80.69% OF THE RELEVANT SHARE CAPITAL;**
- **THE PAYMENT DATE OF THE REOPENING OF TERMS WILL OCCUR ON 1 AUGUST 2025.**

*Modena – 28 July 2025.* With reference to the voluntary public tender and exchange offer (the "**Offer**") pursuant to Articles 102 and 106, paragraph 4, of Legislative Decree 24 February 1998, No. 58, as subsequently amended and supplemented (the "**CFA**"), launched by BPER Banca S.p.A. (the "**Offeror**" or "**BPER**"), on all the ordinary shares of Banca Popolare di Sondrio S.p.A. (the "**Issuer**" or "**BP Sondrio**"), including the treasury shares directly and indirectly held, from time to time, by BP Sondrio, other than the shares of BP Sondrio already held by BPER, following the press release on provisional results of the Reopening of Terms of the Offer of last 25 July (date on which the period of the Reopening of Terms ended), BPER announces the final results of the Reopening of Terms of the Offer.

The terms with initial capital letter in this press release, unless otherwise defined, have the meaning attributed to them in the offer document of the Offer, approved by Consob with resolution 23581 on 4 June 2025, and published on 5 June 2025 (the "**Offer Document**"), as well as in the Press Release on 3 July 2025 (as defined below), available, *inter alia*, on BPER's website [\(https://group.bper.it\)](https://group.bper.it/).

Please note that the Offer was amended, pursuant to Articles 36 and 43 of the Issuers' Regulations, on 3 July 2025, by increasing the Consideration through a cash component of

1/5

### *Not for release, publication or distribution, in whole or in part, directly or indirectly in United States of America, Australia, Canada, or Japan*

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Euro 1.00 for each BP Sondrio Share tendered to the Offer, as announced to the market on the same date (the "**Press Release on 3 July 2025**").

## **Final results of the Reopening of Terms**

Based on the final results communicated by Equita SIM S.p.A. (in its capacity as Intermediary In Charge of Coordinating the Collection of Acceptances) during the Reopening of Terms period ended on last 25 July, No. 100,660,069 BP Sondrio Shares, representing a percentage equal to approximately 22.28% of the Shares Subject to the Offer and approximately 22.20% of the share capital of BP Sondrio, have been tendered to the Offer.

Therefore, the final results above are the same as the provisional results of the Reopening of Terms announced in the Press Release on the Provisional Results of the Reopening of Terms of the Offer of 25 July 2025 .

Considering (i) the No. 263,633,476 BP Sondrio Shares, representing a percentage equal to approximately 58.15% of the share capital of BP Sondrio, already tendered to the Offer during the Acceptance Period, (ii) the No. 1,550,000 Issuer Shares, representing a percentage equal to approximately 0.34% of the Issuer's share capital, held directly by the Offeror, (iii) that in the period between the Offer Document Date and today's date the Offeror has not purchased BP Sondrio Shares outside the Offer, as a result and due to the Offer, including the Reopening of Terms period, on the Payment Date of the Reopening of Terms (*i.e.*, 1 August 2025) the Offeror will hold a total of No. 365,843,545 BP Sondrio Shares, representing a percentage equal to approximately 80.69% of BP Sondrio's share capital.

It should be noted that, based on the above results, the conditions for the delisting of the Issuer pursuant to Articles 108, paragraphs 1 and 2 of the CFA and/or Article 111, paragraph 1, of the CFA have not been met, and therefore the Shares will continue to be traded on Euronext Milan.

The Offeror will hold a stake higher than 66.67% of the share capital of BP Sondrio, which will allow BPER to dispose of sufficient votes to approve the resolutions in the Issuer's Extraordinary Shareholders' Meeting, including the Merger.

### **Overall Consideration and the Payment Date of the Reopening of Terms**

The Overall Consideration for each BP Sondrio Share tendered to the Offer during the Reopening of Terms period is represented by the share Consideration - indicated in the Offer Document - equal to 1.450 newly issued ordinary shares of BPER in execution of the Capital Increase Reserved to the Offer, and the Cash Consideration equal to Euro 1.00.

In order to pay the Consideration in shares to the shareholders of BP Sondrio who have tendered in the Offer during the Reopening of Terms, in execution of the Capital Increase Reserved to the Offer, BPER will issue No. 145,957,100 BPER Shares, equal to 7.49% of BPER's share capital on the Payment Date of the Reopening of the Terms. Following such issue, the subscribed and paid-in share capital of BPER will be represented – considering also the BPER Shares already issued on 18 July 2025 as a result of the Acceptance Period of the Offer - by No. 1,949,849,964 ordinary shares.

### *Not for release, publication or distribution, in whole or in part, directly or indirectly in United States of America, Australia, Canada, or Japan*

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The payment of the Overall Consideration will be settled on the Payment Date of the Reopening of Terms (*i.e.*, 1 August 2025), that is the fifth Trading Day following the end of the Reopening of Terms period, against the transfer of the right of ownership of the BP Sondrio Shares, free from encumbrances and liens of any kind and nature, whether real, obligatory or personal, in favor of the Offeror, according to the methods described in Section F, Paragraph F.6 of the Offer Document (including with reference to the treatment of any Fractional Parts).

For the BP Sondrio Shares tendered during the Reopening of Terms, payment of the Cash Amount of the Fractional Part to the adherents will be made within 18 August 2025, as further provided for in Section F, Paragraph F.6 of the Offer Document.

\* \* \* \* \*

For further information regarding the Offer, please refer to the Offer Document and to the Exemption Document, as well as to the Press Release on 3 July 2025, available, *inter alia*, on BPER's website [\(https://group.bper.it\)](https://group.bper.it/).

\* \* \* \* \*

For any request or information regarding the Offer, holders of BP Sondrio shares can use the dedicated email account [\(ops.popso@investor.sodali.com\)](mailto:ops.popso@investor.sodali.com) or contact the toll-free number from Italy 800 137 281, alternatively from abroad +39 06 85870343, and the WhatsApp number +39 340 4029760. These channels will be effective from Monday to Friday from 9:00 to 18:00 (Central European Time). The reference website of the Global Information Agent is [\(https://transactions.sodali.com/\)](https://transactions.sodali.com/).

\*\* \* \*\*

*THIS PRESS RELEASE SHALL NOT BE RELEASED, PUBLISHED OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN (OR ANY EXCLUDED COUNTRY). THE INFORMATION PROVIDED IN THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL ANY SECURITIES OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE UNITED STATES OF AMERICA, IN ANY EXCLUDED COUNTRY OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER OR SOLICITATION IS NOT AUTHORISED OR TO ANY PERSON WHO IS NOT PERMITTED BY LAW TO MAKE SUCH OFFER OR SOLICITATION.*

*The voluntary public tender and exchange offer described in this press release has been launched by BPER Banca S.p.A. on all the ordinary shares of Banca Popolare di Sondrio S.p.A.*

*This press release does not constitute an offer to purchase, subscribe, sell or exchange the shares of Banca Popolare di Sondrio S.p.A.*

*The Offeror published the Offer Document and an exemption document which Banca Popolare di Sondrio S.p.A.'s shareholders shall carefully examine.*

*The Offer is launched exclusively in Italy and has been made, on a non-discriminatory basis and on equal terms, to all shareholders of Banca Popolare di Sondrio S.p.A. The Offer has been promoted in Italy because Banca Popolare di Sondrio S.p.A.'s shares are listed on Euronext Milan, organized and managed by Borsa Italiana S.p.A. and is subject to the obligations and procedural requirements provided by Italian law.*

*Not for release, publication or distribution, in whole or in part, directly or indirectly in United States of America, Australia, Canada, or Japan* 

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*The Offer is not and will not be made in the United States (or will not be directed at U.S. Persons, as defined by the U.S. Securities Act of 1933, as subsequently amended), Canada, Japan, Australia and any other jurisdictions where making the Offer therein would not be allowed without any approval by any regulatory authority or without any other requirements to be complied with by the Offeror (such jurisdictions, including the United States, Canada, Japan and Australia, are jointly defined the "Excluded Countries"), neither by using national or international instruments of communication or commerce of the Excluded Countries (including, for example, postal network, fax, telex, e-mail, telephone and internet), nor through any structure of any of the Excluded Countries' financial intermediaries or in any other way. The Offeror reserves the right to make offers separately to shareholders of Banca Popolare di Sondrio S.p.A. who are U.S. Persons as defined in the United States Securities Act of 1933, as subsequently amended.*

*A copy of this press release, the Offer Document, as well as any other document relating to the Offer, including the exemption document, or portions thereof, is not and shall not be sent, nor in any way transmitted, or otherwise distributed, directly or indirectly, in the Excluded Countries. Anyone receiving the aforesaid documents shall not distribute, forward or send them (either by post or by any other means or instrument of communication or commerce) in the Excluded Countries.*

*Any tender to the Offer resulting from solicitation carried out in violation of the above restrictions will not be accepted.*

*This press release, the Offer Document, as well as any other documents relating to the Offer, including the exemption document, do not constitute or are not part neither of an offer to buy or exchange, nor of a solicitation to offer to sell or exchange financial instruments in the United States or in the Excluded Countries. Financial instruments cannot be offered or sold in the United States unless they have been registered pursuant to the U.S. Securities Act of 1933, as subsequently amended, or are exempt from registration. Financial instruments offered in the context of the transaction described in this press release will not be registered under the U.S. Securities Act of 1933, as subsequently amended, and BPER Banca S.p.A. does not intend to carry out a public offer of such financial instruments in the United States.* 

*No financial instruments can be offered or transferred in the Excluded Countries without specific approval in compliance with the relevant provisions applicable in such countries or without exemption from such provisions.*

*This press release may only be accessed in or from the United Kingdom (i) by persons having professional experience in matters relating to investments falling within the scope of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as subsequently amended (the "Order"), or (ii) by companies having high net assets and by persons to whom the press release can be legitimately transmitted because they fall within the scope of Article 49(2) paragraphs from (a) to (d) of the Order (all these persons are jointly defined "relevant persons"). Financial Instruments described in this press release are made available only to relevant persons (and any solicitation, offer, agreement to subscribe, purchase or otherwise acquire such financial instruments will be directed exclusively at such persons). Any person who is not a relevant person should not act or rely on this press release or any of its contents.*

*Tendering in the Offer by persons residing in jurisdictions other than Italy may be subject to specific obligations or restrictions imposed by applicable legal or regulatory provisions of such jurisdictions. Recipients of the Offer are solely responsible for complying with such laws and, therefore, before tendering in the Offer, they are responsible for determining whether such laws exist and are applicable* 

### 4/5 *Not for release, publication or distribution, in whole or in part, directly or indirectly in United States of America, Australia, Canada, or Japan*

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 *by relying on their own advisors. The Offeror does not accept any liability for any violation by any person of any of the above restrictions.*

BPER Banca S.p.A.

This press release is also available in the storage mechanism *EmarketStorage*.

*Contact information*:

| Investor Relations         | Corporate and Regulatory Affairs | Media Relations        |                                      |
|----------------------------|----------------------------------|------------------------|--------------------------------------|
| investor.relations@bper.it | governance.marketabuse@bper.it   | mediarelations@bper.it | www.bper.it - https://group.bper.it/ |

*Not for release, publication or distribution, in whole or in part, directly or indirectly in United States of America, Australia, Canada, or Japan* 

| Fine Comunicato n.0043-116-2025<br>Numero di Pagine: 7 |
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