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UBI Banca

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Unione di Banche Italiane S.p.A.
UBI Banca
Company typeSubsidiary
IndustryFinancial services
PredecessorBanche Popolari Unite
Founded1 April 2007; 17 years ago (2007-04-01)
Defunct12 April 2021; 3 years ago (2021-04-12)
FateAcquired by Intesa Sanpaolo
Headquarters
  • Bergamo, Italy (registered office)
  • Brescia, Italy (second office)
Number of locations
Decrease 1,812 branches in Italy (June 2018)
Key people
Services
  • Retail banking
  • Corporate banking
  • Asset management
  • Leasing and factoring
Decrease €691 million (2017)
Total assetsIncrease €127.37 billion (2017)
Total equityIncrease €9.23 billion (2017)
Number of employees
Decrease 21,414 (2017)
ParentIntesa Sanpaolo
Capital ratioIncrease 11.56% (CET1)
RatingMoody's
Websiteubibanca.it
Footnotes / references
UBI Banca's 2017 consolidated financial statement[1]

Unione di Banche Italiane S.p.A., commonly known for its trading name UBI Banca,[2] was an Italian banking group, the fifth largest in Italy by number of branches. It was formed on 1 April 2007 from the merger of the Banche Popolari Unite (trading as BPU Banca) and Banca Lombarda e Piemontese banking groups.

UBI Banca shares were listed on the Borsa Italiana and included in the FTSE MIB (the blue chip index) until it was taken over by its larger Italian rival Intesa Sanpaolo in September 2020.[3][4]

History

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Palazzo del Monte di Pietà in Milan, former local office of UBI Banca

Banche Popolari Unite

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Banche Popolari Unite, trading as BPU Banca, was formed by the merger of Banca Popolare di Bergamo – Credito Varesino Group with Banca Popolare Commercio e Industria Group, both Popular Bank (Italian: Banca Popolare), a kind of urban co-operative bank in Italy, in 2003.[5] Their subsidiaries at that time were Banca Popolare di Ancona, Cassa di Risparmio di Fano (Carifano), Banca Popolare di Luino e di Varese and Banca Carime. Although the two groups merged, Banca Popolare di Bergamo and Banca Popolare Commercio e Industria were re-incorporated as a subsidiary in the form of società per azioni.[citation needed]

Carifano was sold back to the minority shareholders of Banca Popolare di Ancona in 2005.[6]

In 2006 the board of directors of Banche Popolari Unite agreed another merger with another Italian banking group Banca Lombarda.[7]

Unione di Banche Italiane

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The UBI Banca Group was formed on 1 April 2007 from the merger of the BPU Banca Group and the Banca Lombarda Group.[8] The Group operates mainly on the retail market[citation needed] and is present in most regions of Italy, although its focus is primarily on northern Italy. The parent company has its headquarters in Bergamo.[citation needed]

On 20 January 2015 the Council of Ministers issued a decree-law which requires Popular Banks (Italian: Banca Popolari) with assets of greater than €8 billion to demutualize into a società per azioni.[9] In the same year UBI Banca was demutualized.[10][11]

On 27 June 2016, the business plan for 2019–20 was announced. The subsidiaries Banca Popolare di Bergamo, Banco di Brescia, Banca Popolare Commercio e Industria, Banca Regionale Europea, Banca Popolare di Ancona, Banca Carime and Banca di Valle Camonica would be absorbed by parent company UBI Banca in 2016–17.[12]

On 12 January 2017 UBI Banca submitted a binding bid of €1 to buy Nuova Banca delle Marche, Nuova Banca dell'Etruria e del Lazio and Nuova Cassa di Risparmio di Chieti (the three banks that were rescued on 22 November 2015 by Italian National Resolution Fund, a fund that was mandatory contributed by the banking sector, and was managed by the Bank of Italy), with conditions that the three banks would be recapitalized for an estimated €450 million by the fund, as well as selling some of the target banks' non-performing loans (NPLs) to lower the size of their risk-weighted assets to below €10.6 billion, increase coverage ratio for the NPLs (i.e. more write down and provision), and a minimum of CET1 ratio of 9.1%. UBI Banca would also recapitalized for a maximum of €400 million to counter-weight the effect of bad will (negative goodwill).[2][13] On 18 January the bid was accepted and signing the contract.[14] On 10 May, the transaction was completed.[15] On the same day, a plan to merge the 3 banks into UBI Banca was also announced.[15] In June 2017, about 167 million number of new shares were offered to the existing shareholders for €2.395 each (a discount compared to market value), to raise aforementioned €400 million for the completion of the acquisition of the 3 banks.[citation needed]

Acquisition by Intesa Sanpaolo

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On 17 February 2020, Carlo Messina, CEO of Intesa Sanpaolo, unexpectedly announced the launch of a voluntary public exchange offer for 4.9 billion euro towards UBI Banca. The initial proposal provided that for every ten shares of UBI Banca, seventeen newly issued Intesa Sanpaolo shares will be paid with a premium of 27.6% compared to the listing on the Stock Exchange on Friday 14 February 2020 (ex-dividend). Furthermore, on 27 April 2020, Intesa Sanpaolo, which with the success of the transaction gains access to three million UBI customers, submitted to the extraordinary shareholders' meeting the proposal for a capital increase in support of the voluntary public exchange offer, with a favorable vote of the same.[16]

Group structure

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The group is composed of the following companies: :

  • an internet bank that specialises in the management of individual and family investments, IWBank Private Investments
  • companies which operate in the following:
    • salary-backed personal loans: Prestitalia
    • asset management: UBI Pramerica
    • factoring: UBI Factor
    • leasing: UBI Leasing
  • one service company: UBI Sistemi e Servizi (UBISS)
  • minority interests/joint venture
    • Lombarda Vita, an insurance company
    • Aviva Vita, an insurance company

Geographic distribution

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Despite one of the 5 largest banks of Italy by total assets, As of 2015, the banking network of UBI Banca was only concentrated in the regions which member banks were came from. For example, a market share of over 15% in Calabria (Banca Carime), between 5 and 15% in Apulia, Basilicata, Campania (Banca Carime and Banca Popolare di Ancona), Marche (Banca Popolare di Ancona), Lombardy (ranked second: Banco di Brescia, Banca Popolare di Bergamo, Banca Popolare Commercio e Industria and Banca di Valle Camonica), Piedmont and Liguria (Banca Regionale Europea). Market share in other regions were below 5% or even below 2%.[17]

Governance

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UBI Banca has adopted a two tier governance system with two boards, a supervisory board and a management board. (pursuant to articles 2409g and following of the Italian Civil Code)

Shareholders

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Article 120 of the consolidated finance law states that persons holding more than 3% of the share capital in a share issuer which has Italy as its member state of origin must notify this to the company and to the Consob (Italian securities market authority).

On the basis of Consob (Italian securities market authority)[18] communications, on 7 February 2017 the following investors possessed shareholdings of greater than 2%:

The two banking foundations gained part of their shares due to 2017 absorption of Banca Popolare Commercio e Industria and Banca Regionale Europea into UBI Banca.

Shareholders' agreement

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Some of the shareholders also signed shareholders' agreements, represented 17.04% voting rights in 2016.[19]

As at 14 March 2017, "Patto dei Mille" represented 3.001% shares,[20] while rival syndicate "Sindacato Azionisti UBI Banca SpA" represented 13.64% shares;[21] Fondazione Banca del Monte di Lombardia, Fondazione Cassa di Risparmio di Trento e Rovereto and Cattolica Assicurazioni belongs to "Sindacato Azionisti UBI Banca SpA".[21]

The shareholders' agreement made the syndicate was the largest shareholder, followed by Fondazione Cassa di Risparmio di Cuneo and Silchester International Investors.

Sponsorship

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UBI Banca, via Banco di Brescia, was the main sponsor of football club Brescia Calcio.[22] After all banking subsidiaries/brands became defunct, UBI Banca was the main sponsor of the reserve team of Bergamo-based Atalanta B.C., as well as the "official bank" of the whole club.[23] The contract with Brescia was also extended, which UBI Banca itself became the main sponsor.[24]

References

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  1. ^ "2017 Consolidated Financial Report" (PDF). UBI Banca. 2018. Archived from the original (PDF) on 4 September 2018. Retrieved 4 September 2018.
  2. ^ a b Sanderson, Rachel (13 January 2017). "UBI Banca offers just €1 to buy 3 rescued Italian banks". Financial Times. Retrieved 19 February 2018.
  3. ^ Il Sole 24 ore. Ubi diventa di Intesa Sanpaolo: le adesioni all’Ops volano al 72%.
  4. ^ "Intesa conquista Ubi con il pieno di adesioni. Messina: "Tutti vincitori"".
  5. ^ "Banche Popolari Unite" (in Italian). Borsa Italiana. 23 March 2007. Retrieved 20 February 2018.
  6. ^ "A Intesa il controllo di CariFano". La Repubblica (in Italian). Rome: Gruppo Editoriale L'Espresso. 25 March 2005. ISSN 2499-0817. Retrieved 19 February 2018.
  7. ^ FT Alphaville (14 November 2006). "BPU, Banca Lombarda boards approve merger". Financial Times. Retrieved 19 February 2018.
  8. ^ "UBI Banca". Argomenti section. Il Sole 24 Ore (in Italian). Retrieved 19 February 2018.
  9. ^ Fonte, Giuseppe (21 January 2015). "Italy's Renzi presents landmark banking reform". Reuters. Retrieved 19 February 2018.
  10. ^ "Archived copy" (PDF). Archived from the original (PDF) on 4 March 2016. Retrieved 14 October 2015.{{cite web}}: CS1 maint: archived copy as title (link)
  11. ^ "Archived copy" (PDF). Archived from the original (PDF) on 4 March 2016. Retrieved 14 October 2015.{{cite web}}: CS1 maint: archived copy as title (link)
  12. ^ "UBI Banca: 2019/2020 Business Plan" (PDF). UBI Banca. 27 June 2016. Retrieved 27 September 2016.
  13. ^ "UBI Banca: binding offer for the purchase of the 3 Target Bridge Institutions" (PDF). UBI Banca. 12 January 2017. Retrieved 19 January 2017.
  14. ^ "Sale of good banks to UBI" (PDF). Bank of Italy. 18 January 2017. Retrieved 19 January 2017.
  15. ^ a b "Closing of the deal to purchase the three Bridge Banks, new names and Senior Management appointments" (PDF). UBI Banca. 10 May 2017. Retrieved 14 May 2017.
  16. ^ "Ecco l'offerta a sorpresa di Intesa Sanpaolo su Ubi Banca". ansa.it. ansa.it. 18 February 2020. Retrieved 13 April 2021.
  17. ^ "Fact Sheet" (PDF). UBI Banca. 30 September 2015. Retrieved 20 April 2016.
  18. ^ "Listed companies – Ownership UNIONE DI BANCHE ITALIANE SPA". CONSOB. 7 February 2017. Retrieved 13 February 2017.
  19. ^ "ABSTRACT OF AN AGREEMENT CONCERNING THE EXERCISE OF VOTING RIGHTS IN THE SHAREHOLDERS' MEETING CONVENED FOR 2ND APRIL 2016 OF UBI BANCA S.P.A., IN ACCORDANCE WITH ART. 122, PARAGRAPH 1 OF LEGISLATIVE DECREE NO. 58/1998" (PDF). UBI Banca. 4 March 2016. Retrieved 13 February 2017.
  20. ^ "Patto dei Mille: Update list of Participants" (PDF). UBI Banca. 14 March 2017. Retrieved 17 March 2017.
  21. ^ a b "Sindacato Azionisti UBI Banca SpA: Update list of Participants" (PDF). UBI Banca. 13 March 2017. Retrieved 17 March 2017.
  22. ^ "RINNOVATA LA PARTNERSHIP TRA UBI E BRESCIA CALCIO" (in Italian). Brescia Calcio. 21 August 2013. Retrieved 5 June 2017.
  23. ^ "UBI Banca è "Official Bank" Atalanta B.C." (Press release) (in Italian). Atalanta B.C. 1 July 2017. Retrieved 3 July 2017.
  24. ^ "Brescia Calcio e UBI Banca insieme nel progetto dedicato alle scuole" (Press release) (in Italian). Brescia Calcio. 27 June 2017. Retrieved 3 July 2017.
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