While Piazza Affari tries to recover part of Friday’s losses (Ftse Mib + 1.11%), the stock of Banca Popolare di Sondrio soars by 6.40% to 3.59 euros per share and 1.63 billion market cap. The Valtellinese bank has called the shareholders’ meeting for 28 December in view of the transformation into a joint stock company and set the withdrawal price at 3.755 euros.
The board of directors of the Popolare di Sondrio has therefore set the date for the first call of the assembly for 28 December (29 December in second call) for the transformation of the bank into a joint stock company and the consequent adoption of the new statute after authorization. of the European Central Bank obtained on November 16, thus respecting the deadline of December 31 for the conversion into an SpA indicated by law.
The withdrawal price was set at € 3.755, which is approximately 11% above the closing market value on Friday. On the basis of what is indicated in the report of the board of directors on the shareholders’ meeting proposals and as defined by law, the board may “limit or postpone, in whole or in part and without time limits, the reimbursement to the outgoing shareholder”.
Also in the light of “the uncertain prospects of the economic and financial scenario”, and written in the Report on the proposals relating to the agenda in the extraordinary part, “it is specified that it may not be possible to make own funds available for the total or partial repayment of shares subject to withdrawal not absorbed by the option offer and by the market “. If the amount “eventually identified by the administration … was not sufficient to reimburse all the shares for which the withdrawal had been exercised … and the bank’s intention to limit the reimbursement, in accordance with the provisions of the specific statutory provision adopted in compliance with article 28, paragraph 2-ter, of the Consolidated Banking Act and with the instructions of the Supervisory Authority “.
In that case, “the bank will proportionally repay the shares subject to withdrawal up to the amount possibly available on the basis of the liquidation value … The remaining shares will be made available again to withdrawals”. The popular vote prefers to limit the right to reimbursement of the shares, without postponing the closure of the liquidation procedure over time.
The latter hypothesis, envisaged by the implementing provisions issued by the Bank of Italy, “would entail the inalienability constraint of the shares subject to withdrawal for an indefinite period of time, with consequent impossibility for the holder to benefit from any positive trend on the stock exchange “. This is also to the “benefit of the bank, which thus has the opportunity to complete the liquidation of the shares subject to withdrawal in strict terms, without maintaining elements of uncertainty about the actual size of its capital resources”.
The decision of the board will be taken once the amount of the shares subject to withdrawal is known. However, warns Pop Sondrio, “taking into account elements such as the current level of capital of the bank, the average level of capital of the main European banks, the evidence of the stress test, further possible capital headwinds and the uncertain prospects of the economic and financial scenario , it may not be possible to make own funds available for the total or partial redemption of the shares subject to withdrawal not absorbed by the offer in option and by the market “.
This morning Equita Sim confirms the hold rating and the 4.3 euro target price on the stock, while Bestinver analysts write that, despite a 10% premium compared to the current market price, they do not bet on the popular “based only on reasons for withdrawal, because the banking authority has always limited the quantity of withdrawal certificates in order not to affect the financial structure of the institutions in the transformation from coop to spa “. Bestinver believes that Sondrio has, however, a certain appeal on the M&A side “given its role in the Bper universe, with Unipol shareholder of both parties and Bper partner of Sondrio in practically any non-banking business”. (All rights reserved)

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