MPS-Mediabanca, green light for the capital increase for the OPS

Green light from the board of Banca Monte dei Paschi di Siena atcapital increase according to the public exchange offer on Mediobanca. In execution of the delegation conferred by the extraordinary assembly of 17 April 2025, the Board of Directors of the Sienese Institute has approved the increase in the share capital paid for a total of 13,194,910,000 euros, beyond the surcharge, with an emission of 2,230,000,000 ordinary shares.

The operation announced months ago by Monte dei Paschi di Siena had taken the financial world by surprise. Acceleration on the public exchange offer to purchase a check participation in Mediobanca, And indirect in Mediobanca Premier and Compass Banca, came after the clearance of the ECB, but under certain conditions.

The capital increase and the next steps

The resolution of the share capital increase was approved by the board chaired by Nicola Maione at the end of a long meeting on the evening of Thursday 26 June.

The public exchange offer could begin Between 7 and 14 July And it could be closed in August, or be continued until mid -September.

Waiting for the timing to be established, the next step involves sending the prospectus to the Consobwhich will have 5 days to approve it.

The document, with the terms of the duration of the OPS, will arrive at board of Mediobanca. Within 5 days of opening the stock exchange, the board will meet to disseminate the press release of the issuer.

Adhesions to OPS

Pending the start date and end of the public exchange offer, rumors have already started to circulate who could join.

The contributions of the Delphin packages (19.8%) and the Caltagirone group (9.9%), also members of MPS, and of the pension funds (5%) were fine, while it is not clear whether the shareholders oriented to abstain to the Assembly of Mediobanca on Banca Generali, such as the Benetton (2%), will be convinced to exchange their shares with those of the Monte dei Paschi di Siena.

By the unrealized and reported items by The sun 24 hoursInstead, it seems that Mediolanumwho belongs to the Doris family and also to the Berlusconi family, would be willing to sell the participation in Mediobanca.

The authorization of the ECB

The authorization of the ECB had arrived on the MPS Stock Exchange on Mediabanca on Mediobanca on Mediobanca, which had given the green light to any altitude, is the 66.6% bar located by the Sienese institute, but also to 51% or a lower share.

In giving the green light to the operation, the European Central Bank has however established conditions, among which the main one is represented by the sending of an integration plan at the end of the OPS and, within six months of the acquisition control, capital impacts, fundraising, digital principals and cybersecurity, synergies and integration costs, starting, specifying any changes compared to the initial hypotheses.

The plan, formulated by considering both a basic and adverse scenario, will have to among the requirements, also contain the soil of corporate governance of the new group, including organizational structure, organs of the subsidiaries, internal control system, remuneration policies and aggregation of risk information.

In case MPS decides to acquire one minority shareThe ECB must be sent within three months a certified report on the de facto control, or alternatively a strategic plan for the acquired participation, clarifying if the 50% threshold is expected and with what asset impact.