There is the green light from the European Central Bank, MPS has the authorization to purchase a check participation in Mediobanca and indirect in Mediobanca Premier and Compass Banca. The ECB has also released the green light to acquire a participation in Mediobanca at the same time whose value exceeds 10% of the group surveillance heritage and in the significant indirect participations. This is communicated by Monte dei Paschi in a note.
What the ECB asks
In detail, the ECB gave two authorizations to Siena:
- Buy a control participation directly in Mediobanca and an indirect one in Mediobanca Premier (the former Chebanca) and in Compass
- detect a share in Mediobanca whose value exceeds 10% of the group supervisory heritage and in the significant indirect participations.
This second ok is the most important for the Sienese bank.
In fact, if a bank acquires an activity that is worth more than 10% of its supervisory heritage, vigilance must give a specific clearance, because this operation significantly affects the patrimonial profile and risk. It is an important step in the context of the procedures for the purchase of qualified participations.
The green light of the ECB arrives on scheduled times and, if there is also the ok from Consobwill allow the operation to leave in early July to close in August. Just to exercise the delegation of capital increase and formally open the adhesion period the MPS board will meet on Thursday 26.
The conditions to be respected
However, there are a series of conditions that MPS will have to respect:
- The bank must, whatever the share acquired, present to the ECB an integration plan within six months from the check of Mediobanca;
- This plan must include impacts on capital, funding, digitization and cybersecurity, indicating any deviations from the initial hypotheses (synergies, costs, operational losses, starting);
- The Capital Plan must contain a basic and an adverse scenario, with mitigation actions and evaluations on feasibility and timing;
- The ICT organization must be described, including current and future architectures, data flows, agreements with third parties, controls, operational continuity and data quality;
- The bodily governance structure of the new group must be detailed, including organizational structure, organs of the subsidiaries, internal control system, salary policies and aggregation of risk information;
- The plan must indicate the timing of the integration activities and a governance framework to monitor its implementation.
Following the resolution of the Assembly of last April 17, the Board of Directors will meet the June 26, 2025 for the exercise of the delegation for the capital increase for the Ops.
The plan in the event of a minority share
And if MPS does not exceed the 50% of Mediobanca? The ECB has a plan B ready; Within three months from the conclusion of the operation, Siena will have to provide the central bank:
- a report of the Board of Directors, shared with the review company, which confirms the de facto control;
- Alternatively, a plan of the Board of Directors on the strategic approach to participation, with criteria, objectives, timing and operating passages;
- A declaration on any intention to climb over 50%, with the estimated impact on assets.
In essence, the CEO of the Sienese Luigi Lovaglio will have to communicate to the supervision if he intends to keep the control quota the same, and if he intends to make use of the rule on the residual opa, so he could buy 5% the year of Mediobanca on the stock exchange to then take the majority.
