BMps and Banca C.R.Asti sign agreement on Biverbanca
The Board of Directors of Banca C.R.Asti has today resolved to accept the proposed amendments and integrations to the sale and purchase agreement (the “Agreement”) entered into by and between Banca C.R.Asti and Banca Monte dei Paschi di Siena on 26 June 2012, concerning the transfer of 60.42% of Biverbanca's capital to Banca C.R.Asti.
As a result of the acceptance, the Parties have signed an Addendum to the Agreement which essentially provides for Banca Monte dei Paschi di Siena to waive proceeding with the initially agreed assignment of Biverbanca's stake in the Bank of Italy (i.e. 6,300 shares held by Biverbanca in the capital of the Bank of Italy, accounting for 2.1%), against a price surcharge (which shall not exceed the maximum amount of Euro 100 mln) to be paid subject to certain legislative and/or regulatory events occurring by the tenth anniversary of closing, which may: lead to an increase in the appraisal value of the afore-mentioned shareholding in the Bank of Italy with respect to its carrying value and enable it to qualify for inclusion in regulatory capital. Banca C.R.Asti has at the same time accepted to waive any deadlines originally set out in relation to the transaction.
The Agreement also provides for the possibility to replace the price surcharge with the transfer of Bank of Italy's shares, subject to certain prerequisites being met on the date of the third anniversary of closing.
Without prejudice to Biverbanca shareholders' pre-emptive rights as set out in the Articles of Association, the Agreement has -by way of these waivers- become effective, even in the absence of other actions by third parties, subject under all circumstances to the required approvals from the relevant authorities.
