UniCredit S.p.A. ("UniCredit" or the "Bank") and Premafin Finanziaria S.p.A. - Holding di Partecipazioni ("Premafin") announce that an agreement ("the Agreement") has been reached, instrumental to the already announced recapitalization of Fondiaria SAI and of its group.
Also in light of the consolidated relationship between the Bank and the leading insurance Group, the Agreement is aimed at allowing Premafin to proceed with the capital strengthening of the subsidiary and to allow the Bank to acquire a stable qualified minority shareholding, with the possibility to benefit from the increase of value in the medium-long term.
More in detail, the main elements of the Agreement include:
1. Should the Board of Directors of Fondiaria-SAI, in accordance with the authority granted by the AGM held on 26 January 2011, approve a capital increase of € 450 million (the "FS CAPITAL INCREASE"), the Bank will underwrite an amount corresponding to a stake, post capital increase, of 6.6% of the ordinary share capital (the "TARGET SHAREHOLDING" and, overall, the "UNDERWRITING COMMITMENT").
2. Premafin will sell option rights to the Bank in an amount that will enable it to fulfill the Underwriting Commitment.
3. The overall investment of the Bank will amount to € 170 million broken down as follows:
(i) the Underwriting Commitment, meaning the amount necessary to underwrite the target shareholding at the issue price; and
(ii) the contribution for the purchase of the rights from Premafin, corresponding to the difference between € 170 million and the investment for the Underwriting Commitment.
4. Premafin will allocate the contribution received from the sale of the underwriting rights to finance the FS Capital Increase so as to retain a direct and indirect interest of at least 35% of the ordinary share capital following the capital increase (hereafter the "PREMAFIN STAKE").
5. If, as at 31 December 2016, the value of the Premafin Stake, computed on the basis of the average share price of the previous 6 months (the "FORWARD VALUE"), is higher than the value of the same stake computed on the basis of the Theoretical Ex-Rights Price of the Capital Increase (the "STARTING PRICE"), Premafin will pay the Bank a premium equal to 12.5% of the difference between the Forward Value and the Starting Value, on the understanding that:
(i) the share price used to calculate the Forward Value shall not be more than € 12;
(ii) if the average share price used to calculate the Forward Value is above € 9.5, for the portion of the premium due for the price range between € 9.5 and € 12, the premium will be 10%.
6. Even if Premafin does not manage or coordinate the activities carried out by Fondiaria-SAI, Premafin and the Bank will stipulate a three-year Shareholders Agreement ensuring Premafin's dominant influence and granting the Bank the typical rights and prerogatives of a minority shareholder, including:
(i) the Bank will designate three Fondiaria-SAI directors, two of which will join the Executive Committee, and one of whom will become the chairman of any committees requiring an independent member; the Bank will also designate the Chairman of the Board of Statutory Auditors, where no minority slate is presented;
(ii) decisions regarding certain transactions (e.g. approval of the business plan, qualified investments, divestments, and financing) will be taken by the Board of Directors of Fondiaria-SAI, which will resolve by simple majority, except for decisions regarding certain extraordinary transactions (e.g. certain capital transactions, material transactions concerning the perimeter of Gruppo Fondiaria-SAI activities) on which the Board of Directors will decide subject to the favourable opinion of a committee comprised of independent directors, including the independent director designated by the Bank;
(iii) capital transactions pursuant to section 2441, paragraph V of the Civil Code will require the Banks' prior consent;
(iv) the Bank may transfer its stake in Fondiaria-SAI; however, in the event of a sale, the Bank's rights, as envisaged in the Shareholders Agreement, will not be transferred; in addition the Shareholders Agreement will terminate if the Bank's stake falls to below 4% of the ordinary share capital;
(v) if Premafin sells more than 10% of its stake in Fondiaria-SAI, the Bank shall have a tag-along right.
The Agreement also envisages certain changes to the financing contract underwritten between Premafin, UniCredit and the other financing banks on 22 December 2004, and subsequently supplemented and amended most recently on 22 December 2010 (the "Financing Contract"), whose finalization require the approval of the financing banks.
The Agreement is therefore conditional upon Consob's confirmation, by 30 June 2011, that there is no obligation of a mandatory public offer on Fondiaria-SAI in respect of the execution of the Agreement, and the fulfillment, by the same date, of the necessary waivers pursuant to the Financing Contract.
Milan, March 22, 2011
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