PRESS RELEASE. The condition of the offer is that it is achieved a minimum 95% shareholding of the Banca Popolare di Intra share capital.

Transcription

1 PRESS RELEASE PURSUANT TO ARTICLES 114 OF D. LGS. N. 58 OF 24 FEBRUARY 1998 AND ART. 66 OF CONSOB REGULATION N /1999, AND SUBSEQUENT MODIFICATIONS Veneto Banca Holding s.c.p.a., subject to the approval of the Shareholders Meeting, intends to launch a voluntary public takeover bid for cash and share exchange on Banca Popolare di Intra S.p.A. s shares, in order to proceed with the delisting of its shares. The Offer consideration consists of one Veneto Banca Holding s.c.p.a. share and 3.50 Euros in cash, for every 2.6 shares of Banca Popolare di Intra tendered in the Offer. The condition of the offer is that it is achieved a minimum 95% shareholding of the Banca Popolare di Intra share capital. Montebelluna, April 29th, 2008 The Board of Directors of Veneto Banca Holding s.c.p.a. ( Veneto Banca Holding or Bidder ), that has met today, chaired by Dr. Flavio Trinca, resolved to proceed with the project of reorganisation of the Veneto Banca Group, and consequently to launch a voluntary public purchase offer, for cash and share exchange (the Offer ), on all of Banca Popolare di Intra S.p.A. ( Banca Popolare di Intra or the Issuer ) ordinary shares, currently not held by the Bidder, corresponding to a stake of about % of Banca Popolare di Intra s share capital. The Bidder will offer as consideration one share of Veneto Banca Holding and Eur3.50 in cash, for every 2.6 shares of Banca Popolare di Intra tendered in. The condition of the offer is that Veneto Banca Holding reaches a minimum stake of 95% of Banca Popolare di Intra s share capital. The decision to launch the public takeover and exchange bid is subject to the approval by the Shareholders Meeting of Veneto Banca Holding s.c.p.a. to amend the proxy ex art. 2443, granted to the Board of Directors, and the related authorisation by the Bank of Italy under Art.. 56 of D.Lgs. 385/1993 (the TUB ) (the Condition ). The Shareholders Meeting has been called for the 26th of May, 2008 on first meeting, and, if necessary, a second meeting will be called for the 27th of May, Therefore, the press release, in accordance with Art. 102 of the D.lgs. February 24th, 1998, n. 58 ( TUF ), will be issued upon fulfillment of the Condition; in fact only after the Condition is met, will the decision to launch the offer be fully effective, and from that moment on, the 20- day time limit to file the offer and the passivity rule as of Art. 104 of the TUF will be commencing. The Bidder will promptly inform the market upon fulfillment of the Condition. * * * Project of Reorganization of the Veneto Banca Group The conditional Offer is part of the project to reorganize the Group detailed in the industrial plan, which allows for the creation of three Bank Networks in the Italian market, through a process of integration of the banks currently in the Group, and precisely: - The North East Network Bank, operating mainly in the provinces of the Triveneto Region, which creation was formalized on the 1st of January, 2008 with the establishment of Veneto Banca S.p.A, integrating the network of branches conferred by

2 the Group Parent Company; - The South Network Bank, consisting of Banca Meridiana S.p.A., which has been operative for many years and which will continue with its strengthening process in Southeastern Italy; - The North West Network Bank, which is responsible for the development in the Lombardy-Piedmont regions, as well as for the expansion in the Liguria and Val d Aosta regions, and which will operate through Banca Popolare of Intra, following the merger of the networks of Banca di Bergamo and Banca Popolare di Monza e Brianza into Banca Popolare di Intra. In December, 2007, with the establishment of a co-ordination bank and with the conferral of the commercial network into Veneto Banca S.p.A, it was started the project aimed at transferring this structure to the Veneto Banca Group, following the guidelines of the industrial plan and in accordance with the size development achieved. In this light, as to the North West Network Bank, the Board of Directors decided to initiate a reorganization project through the public exchange bid for Banca Popolare di Intra shares aimed at de-listing the bank itself. Once this phase is concluded, the necessary operations for the merger through incorporation of Banca di Bergamo and Banca Popolare di Monza e Brianza into Banca Popolare di Intra, will be carried out. Within the reorganisation of the North West Network Bank, Veneto Banca Holding will promote the Offer in order to proceed with the de-listing of Banca Popolare di Intra. The above is consistent with the plans presented at the time of the partial pre-emptive public offer made during February-March, 2007, which, in case of pro-rata allocation, gave to the shareholders of Banca Popolare di Intra the right to tender any residual shares in Veneto Banca, starting from 30 June, 2010 in exchange of the issue of 1 share in Veneto Banca Holding share of Eur value, for every 2.6 Banca Popolare di Intra shares tendered. As a result, through the promotion of the Offer, all of Banca Popolare di Intra shareholders will now have the opportunity, to enjoy the benefits of exercising the warrants, which were offered only to those who took advantage of the Veneto Banca Holding s pre-emptive public offer for Banca Popolare di Intra shares of February 2007, instead of waiting until after the 30 June, Therefore, in order to proceed with the Offer and to extend to all Banca Popolare di Intra shareholders the right to tender their shares, and to bring forward the conferral right to this year (currently only allowed from 30 June, 2010 onwards) it is necessary to modify the proxy granted by the Extraordinary Shareholders Meeting of 23 January 2007 to the Board of Directors (pursuant to art Civil Code) to increase the share capital with the issue of up to a maximum of 5,500,000 Veneto Banca Holding ordinary shares, to be freed up through the conferral of Banca Popolare di Intra ordinary shares, at a rate of one Veneto Banca Holding common stock of for every 2.6 shares of Banca Popolare di Intra. Legal premises for the Offer Upon fulfillment of the Condition, the Offer will become a voluntary public purchase offer for cash and share exchange, in accordance and to the effects of Article 102 of the TUF, as pag. 2

3 modified by the Legislative Decree of the 19 th of November, 2007 n. 229 (the OPA Decree ) and, until the coming into force of the rules and guidelines of implementation that are expected to be issued according to what provided in the OPA Decree, also in accordance with the current implementation guidelines provided for in the Consob s Issuers Regulations ( Regolamento Emittenti ), as they may be applicable. The Bidder Veneto Banca Holding, will be the Bidder. This company is established under Italian law as a cooperative joint stock company, with headquarters in Montebelluna (TV). Financial instruments of the Offer The offer is for a maximum of 13,319,246 ordinary shares of Banca Popolare Intra (the Shares ) representing approximately % of the Issuer s outstanding fully paid share capital, that is, the entire capital owned by third parties (excluding, therefore, the 42,972,062 ordinary shares, already directly held by Veneto Banca Holding). Consideration per share and total offer consideration For every 2.6 shares tendered, Veneto Banca holding will pay to each shareholder accepting the offer the following in consideration: - 1 share of Veneto Banca Holding (currently valued at Eur 35.50, as of resolution of the Shareholders Meeting of 19 April, 2008 in accordance with Art Italian Civil. Code and with Art. 6 of the By-laws of the Bidder); and - Eur 3.50 in cash The overall consideration per share implies a valuation of each share of Banca Popolare di Intra equal to It will be possible to accept the Offer with lots of at least 5 shares, and appropriate mechanisms will be identified to manage odd lots. This valuation includes a premium of % to the official share price as of 24 April, 2008, as well as the following premiums based on the average of the official prices of the reference periods considered below: Period Premium % 1 month % 3 months % 6 months % 12 months % In case of full participation to the Offer, the Bidder will recognise an overall consideration of approximately 199,788, Euros distributed as follows: (i) About Eur 181,858, (about % of the overall Consideration) through the tender of a maximum of 5,122,787 ordinary shares of Veneto Banca Holding equal to a stake of about 8.09% of its current ordinary share capital; pag. 3

4 (ii) Eur17,929, (8.974% of the overall Consideration) in cash. Funding methods for the operation Considering the modest entity of the investment and the size of Veneto Banca Holding, which guarantees sufficient liquidity to cover the part of the Offer in cash, the Bidder intends to use exclusively available internal resources, without therefore resorting to any form of external financing. To guarantee the obligations undertaken with the Offer as to the cash portion, the Bidder intends to pledge government bonds into a dedicated security deposit, with special management, opened in his own central headquarters, for a current market value that fully covers the cost of the transaction; or, alternatively, will guarantee fulfillment of its payment obligations through a contract executed with a primary merchant bank. Conditions for the Offer The launch of the Offer is subject to the fulfillment of the Condition consisting in the approval by the Shareholders Meeting of the modification to the proxy granted by the Extraordinary Shareholders Meeting of 23 January, 2007 to the Board of Directors (pursuant to Art of the Italian Civil Code) to increase the share capital with the issue of up to a maximum of 5,500,000 Veneto Banca Holding ordinary shares to be freed up through the conferral of Banca Popolare di Intra common stocks, at a rate of one Veneto Banca Holding common stock for every 2.6 ordinary shares of Banca Popolare di Intra. This will give the right to tender their holdings to all Banca Popolare di Intra shareholders, and will bring forward to this year the right to exercise that option. Once the offer is launched, it will be subject to Veneto Banca Holding reaching a minimum overall shareholding threshold of 95% of the share capital of Banca Popolare di Intra. This threshold, which gives the right for the residual part of Intra shares to be purchased from shareholders, is instrumental to the success of the reorganization project which provides for the delisting of Banca Popolare di Intra. The Condition can be waived. De-Listing Purchase Obligations and Purchase Rights The Offer aims at the acquisition of the entire share capital of Banca Popolare di Intra and at the revocation of the quotation of Banca Popolare di Intra shares from the Telematic Stock Market organized and managed by the Italian Stock Exchange. Should the Bidder hold a participation of over 95% of the outstanding and fully paid share capital of the Issuer, at the end of the Offer period, further to the tendering of shares to the Offer and purchases made outside the Offer, the Bidder declares, as of today s date, its intention to exercise its right to purchase any remaining Shares at a price that will be set in accordance with Arts. 108 and 111 of the TUF. If the percentage indicated above is reached exclusively further to the Offer, and if the Bidder pag. 4

5 has acquired, further to the same Offer, securities representing at least 90% of the voting share capital, the consideration of the Purchase Obligation will be equal to the Offer Consideration. In the other cases, the consideration will be determined by Consob, considering also the previous semester s market price and the Offer Consideration. Timetable Subject to meeting of the Condition, the Offer will be carried out around next July, following Consob approval to the publication of the Offer document. Legal Counselor The Bidder is assisted by Studio Chiomenti, as legal advisor for the Offer. For more information: Mirella Piva, mirella.piva@venetobanca.it Carlo Torresan, carlo.torresan@venetobanca.it Valentina Gatto, valentina.gatto@venetobanca.it pag. 5