PRESS RELEASE Clarifications on news published by the

PRESS RELEASE
Clarifications on news
published by the press
With reference to the news published today by some newspapers, the following is
hereby clarified.
A)
Shareholding
in
Banca
Antoniana
(‘Antonveneta’ or the ‘Bank’)
Popolare
Veneta
S.p.A.
In the second half of the 1990s, Unipol Assicurazioni started up a plan to diversify
its own activities in the banking - insurance sector by way of seeking corporate and
commercial alliances with leading banking groups, including:
(i)
setting up the Life company Noricum Assicurazioni S.p.A., a joint venture
with Cassa di Risparmio in Bologna (which then merged into the IMI San
Paolo Banking Group);
(ii)
setting up Quadrifoglio Vita S.p.A., a joint venture with Banca Agricola
Mantovana S.p.A. (now part of the Monte dei Paschi di Siena Banking
Group);
(iii)
acquisition from the Generali Group of 50% of BNL Vita S.p.A., an
insurance joint venture with the BNL Banking Group; and, lastly,
(iv)
implementation of a corporate and industrial alliance with the Banca
Popolare di Lodi Banking Group (‘BPL’), according to which some banks
controlled by Reti Bancarie Holding S.p.A. (sub-holding of the BPL
Group) sell the Life insurance products of Aurora AssicurazionI S.p.A.,
which is part of the Unipol Group.
The finalization of these commercial agreements to sell the Unipol Group’s Life
products through the banking network has always been coupled with the Unipol
Group acquiring a considerable stake in the share capital of the partner banks or in
the holdings controlling them, as detailed as follows:
-
acquisition of a shareholding in Cardine S.p.A. – then acquired by San Paolo
IMI S.p.A.;
-
acquisition of a shareholding in Banca Agricola Mantovana S.p.A. – then
replaced by a stake in the holding Banca Monte dei Paschi di Siena S.p.A.;
-
acquisition of a stake in the share capital of Banca Popolare di Lodi S.c.ar.l.
and Reti Bancarie Holding S.p.A.;
-
acquisition of a stake in Banca Nazionale del Lavoro S.p.A..
The bancassurance initiatives recorded in 2004 overall premium income for €3.6bn
(which are expected to increase to over €4bn in 2005), highlighting in this way the
strategic importance they have for the Unipol Group, both in terms of premium
income and economic results.
Considering such strategic importance, the Unipol Group has been looking for other
banking – insurance agreements, also with the purpose to replace the agreement
with Noricum Vita, terminated in 2003.
In this perspective, since 2003 contacts have been developed with Antonveneta as
well as with the Italian representatives of ABN AMRO in order to assess the
possibility to come to co-operation agreements with the Bank, once the agreements
between the Bank itself and Lloyd Adriatico S.p.A. had expired.
In this direction, Unipol Assicurazioni had, since long time, acquired a stake in
Antonveneta corresponding to 1.99% of the Bank’s share capital. From the end of
2004 to the beginning of 2005 the competition between Banca Popolare di Lodi and
ABN AMRO to acquire control over Antonveneta stepped up. In this scenario the
Unipol Group had therefore two options: the chance to reach banking – insurance
agreements with Antonveneta or with the Banca Popolare di Lodi Group, in
consideration of the news published by the press on the matter, which made think
of an integration between Reti Bancarie Holding and Antonveneta (see, as an
example, the article published by the newspaper Milano Finanza on
27 November 2004).
Also in order to make the position taken by Unipol Assicurazioni in the ownership of
the Bank transparent to the market, on 13 January 2005 Unipol Assicurazioni
acquired about 300,000 Antonveneta’s shares on the market, exceeding in this way
the threshold of 2% in the Bank’s share capital and disclosing to the market its
stake in Antonveneta (in accordance with Legislative Decree 58 of
24 February 1998 and with the Regulation on Issuers).
Following the launch of the PTO on Antonveneta by ABN AMRO on 30 March 2005
and the publication of the list to appoint the new members of Antonveneta’s Board
of Directors on 21 April 2005, which showed that the list submitted by ABN AMRO
included the managing director of Lloyd Adriatico S.p.A., it was deduced that ABN
AMRO might have already taken an orientation about the future insurance partner
for Antonveneta, should Antonveneta have acquired control of the bank. This
orientation prompted Unipol Assicurazioni to increase its stake in Antonveneta to a
level higher than Lloyd Adriatico, in order to increase its contractual strength both
as an alternative to Lloyd Adriatico with regard to ABN AMRO and i.r.o. the BPL
Group, also considering the considerable stake already held in Reti Bancarie
Holding.
With this purpose on 22 April 2005, subject to assessing with CONSOB whether any
odds to the increase of the Unipol Group’s shareholding in Antonveneta existed, a
purchase order for up to 5,000,000 shares was issued, which was carried out on
the MTA for 4,800,000 Antonveneta’s shares, corresponding to 1.67% of the Bank’s
share capital. After this acquisition the shareholding held by Unipol Assicurazioni in
Antonveneta was of 3.766% vs. 2.75% of Lloyd Adriatico.
In this respect, it is hereby clarified that all the purchases of Antonveneta’s shares
were carried out by using the liquidity available inside the Company, without
resorting to any fundraising.
The increase in the shareholding in Antonveneta had exclusive industrial aim; if not
achieved, the shareholding in the Bank would have turned into a financial
investment and therefore managed to get the utmost investment return.
B)
Shareholding in E-Archimede S.p.A.
Unipol Assicurazioni, through its subsidiaries Aurora Assicurazioni S.p.A. and Unipol
Merchant S.p.A., holds a stake in E-Archimede S.p.A.’s share capital of about 14%.
The rumours of alleged ‘agreements’ on transactions carried out by E-Archimede
S.p.A. with the Banca Popolare Italiana S.p.A. Group are completely groundless.
It is hereby clarified that the Unipol Group’s representative who sits on EArchimede’s Board of Directors did not attend the meeting of the aforesaid Board of
Directors held on 29 June 2005, when the acquisition of minority shareholdings
from the Banca Popolare Italiana Group were examined and resolved, neither did
he receive from Unipol Assicurazioni’s top management any information or
suggestion on the contents of the above mentioned Board Meeting.
Bologna, 14 December 2005
Unipol Assicurazioni S.p.A.
www.unipol.it
This announcement is not an offer of securities for sale in the United States, Canada, Japan, Australia or United
Kingdom or in any other country where such an offer is not permitted without specific authorizations by the competent
authorities or waivers to the same provisions (jointly, the "Other Countries"). The offer of securities described in this
announcement is not being made, directly or indirectly, in or into the Other Countries by use of postal services nor any
other means of communication or international commerce of the Other Countries (including, for example, the postal
service, the fax, the telefax, the e-mail, the telephone and the Internet) nor by of interstate or foreign commerce, or of
any facility of a national securities exchange of the Other Countries. The offer can not be accepted by any such use,
means, instrumentality or facility or form within the Other Countries.
Contacts
For the Press and other Media
For Institutional Investors
For Private Shareholders
Natale Arcuri
Report Porter Novelli
Tel +39 02 7015161
[email protected]
Adriano Donati
Unipol Assicurazioni
Tel +39 051 5076166
[email protected]
Roberto Giay
Unipol Assicurazioni
Tel +39 051 5077208
[email protected]
Please note that the original Press Release is in Italian. In case of doubt, the Italian version prevails.