Unipol — Major Shareholding Notification 2023

Sep 27, 2023

Informazione Regolamentata n. 0265-68-2023		Data/Ora Inizio Diffusione 27 Settembre 2023 17:38:51	Euronext Milan
Societa'	:	UNIPOL
Identificativo Informazione Regolamentata	:	181533
Nome utilizzatore	:	UNIPOLN10 - Nerdi
Tipologia	:	3.1
Data/Ora Ricezione	:	27 Settembre 2023 17:38:50
Data/Ora Inizio Diffusione	:	27 Settembre 2023 17:38:51
Oggetto	:	Press release Unipol – Launch of a transaction to purchase ordinary shares of Banca Popolare Di Sondrio S.p.A.
Testo del comunicato

Vedi allegato.

NOT TO BE DISSEMINATED, PUBLISHED OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS. IN ADDITION, THIS PRESS RELEASE (AND THE INFORMATION CONTAINED HEREIN) DOES NOT CONTAIN OR CONSTITUTE AN OFFER TO BUY OR SELL OR SUBSCRIBE FOR SECURITIES OR A SOLICITATION TO SELL OR TO BUY OR SUBSCRIBE FOR SECURITIES OR A PROMOTIONAL MESSAGE.

UNIPOL GRUPPO S.P.A. ANNOUNCES THE LAUNCH OF A TRANSACTION TO PURCHASE ORDINARY SHARES OF BANCA POPOLARE DI SONDRIO THROUGH A REVERSE ACCELERATED BOOK-BUILDING PROCEDURE EXCLUSIVELY ADDRESSED TO QUALIFIED INVESTORS AND FOREIGN INSTITUTIONAL INVESTORS

Bologna, 27 September 2023

Unipol Gruppo S.p.A. ("Unipol") announces its intention to purchase an amount of 46,300,000 ordinary shares of Banca Popolare di Sondrio S.p.A. ("BPSO" or the "Bank"), equal to approximately 10.2% of the Bank's share capital (the "Shareholding").

To this end, Unipol has mandated Equita SIM S.p.A. and Mediobanca - Banca di Credito Finanziario S.p.A, as authorized intermediaries and joint bookrunners, to purchase the Shareholding, through a reverse accelerated bookbuilding procedure, at a price per share not exceeding Euro 5.10, to be launched immediately and which Unipol reserves the right to close at any time (the "Transaction" or the "RABB").

The Transaction is intended only for (a) qualified investors (as defined in Article 34-ter, paragraph 1(b) of the Regulation adopted by Consob Resolution No. 11971 of May 14, 1999 on issuers and Annex 3 of the Regulation adopted by Consob Resolution No. 20307 of February 15, 2018 on intermediaries) and (b) foreign institutional investors (other than U.S. persons as defined in Regulation S of the United States Securities Act of 1933, as amended, and investors established in the United States of America and Japan and any other country in which the offering of financial instruments is not permitted in the absence of authorizations by the competent authorities, subject to any exemptions provided by applicable laws), who are intending to sell shares of the Bank.

The acquisition of an amount equal to 46,300,000 BPSO shares, equal to approximately 10.2% of the share capital, is a condition precedent to the successful completion of the Transaction; however, Unipol reserves the right to accept offers for a total number of shares lower than the above.

The final amount of shares purchased and the purchase price will be announced upon completion of the Transaction.

Unipol already holds - through its subsidiary UnipolSai Assicurazioni S.p.A. - approximately 9.5% of the share capital of BPSO and has obtained the necessary authorizations and clearances from the European Central Bank and other competent Italian and foreign Supervisory Authorities to acquire a qualified shareholding, exceeding 10% of the Bank's share capital. Taking into account the relevant applicable regulations and the authorizations received, the direct or indirect shareholding that Unipol may hold in BPSO may be equal to 19.99% of the latter's share capital, net of treasury shares.

The increased stake in the Bank will enable the Unipol Group (i) to consolidate its industrial and corporate partnership with BPSO in the Life and Non-Life bancassurance business, strengthening its approach from a strategic perspective, (ii) to increase the stability of the BPSO Group's shareholding structure for the successful pursuit of its business plan objectives, and (iii) to stimulate the Bank's evolution in accordance with best market practices.

Unipol Gruppo S.p.A.

Unipol is one of the biggest insurance groups in Europe and the leading company in Italy in the non-life insurance sector, (especially in the MV and health businesses), with total premiums of €13.6bn, of which €8.3bn in non-life and €5.3bn in life (2022 figures). Unipol adopts an integrated offer strategy and covers the entire range of insurance products, operating primarily through the subsidiary UnipolSai Assicurazioni. The Group is also active in direct MV insurance (Linear Assicurazioni), transport and aviation insurance (Siat), health insurance (UniSalute) and supplementary pensions and covers the bancassurance channel (Arca Vita and Arca Assicurazioni). It also manages significant diversified assets in the property, hotel (Gruppo UNA), medical-healthcare and agricultural (Tenute del Cerro) sectors. Unipol Gruppo S.p.A. is listed on the Italian Stock Exchange.