UBI Banca

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UBI Banca
Native name
Unione di Banche Italiane S.p.A.
listed Società per Azioni
Traded as BITUBI
ISIN IT0003487029
Industry Financial services
Founded
  • 2003 (BPU)
  • 2007 (UBI)
Headquarters
  • Bergamo, Italy (registered office)
  • Brescia, Italy (second office)
Number of locations
1,531 branches in Italy, six abroad (2016)
Key people
Products Retail banking, asset management, financial leasing, factoring
Profit Increase €116.765 million (2015)
Total assets Decrease €117.200 billion (2015)
Total equity Increase €9.982 billion (2015[1])
Owner
Number of employees
Decrease 17,511 (2016)
Capital ratio 12.08% (CET1)
Rating Moody's
Website Official website (in Italian & English)
Footnotes / references
data in consolidated basis

Unione di Banche Italiane, branded as UBI Banca, is 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 (BPU) and Banca Lombarda e Piemontese banking groups.

UBI Banca shares are listed on the Borsa Italiana and are included in the FTSE MIB index (the blue chip index).

The bank[edit]

Banche Popolari Unite[edit]

BPU Banca was formed by the merger of Banca Popolare di Bergamo – Credito Varesino Group with Banca Popolare Commercio e Industria Group. 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.

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

Unione di Banche Italiane[edit]

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

On 20 January 2015 the Council of Ministers issued a decree-law which requires People's banks (Italian: Banca Popolari) with assets of greater than €8 billion to demutualize into Società per Azioni. The decree, published on 24 January, was then converted into law with Law No. 33 of 24 March 2015. UBI Banca is one of the banks to which the new legislation applies. On 10 October 2015, the General Meeting of the Registered Shareholders that met first in extraordinary session in Brescia approved the proposal for transformation of UBI Banca into a S.p.A.[3] The resolution was passed in the presence of 5,032 Registered Shareholders (of which approx. 2,500 physically present), representing 20.91% of the share capital; there were 4,975 votes in favour, representing 20.88% of the share capital or 98.87% of votes cast, 26 votes against and 31 abstentions. Starting from 12 October 2015, when the transformation resolution was filed with the Bergamo Company Registrar, UBI Banca is S.p.A.[4]

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.[5]

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 about €450 million by the fund, as well as selling the banks' non-performing loans (NPLs) in order 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 €400 million in order to counter-weight the effect of bad will (negative goodwill).[6] On 18 January the bid was accepted and signing the contract.[7]

Group structure[edit]

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
    • Lombarda Vita, an insurance company
    • Aviva Vita, an insurance company
    • Aviva Assicurazioni Vita, an insurance company

Geographic distribution[edit]

Despite one of the 5 largest banks of Italy by total assets, the banking network of UBI Banca was only concentrated in the regions which member banks were came from, such as 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%.[8]

Governance[edit]

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)

Honorary Chairman: Giuseppe Vigorelli

The Supervisory Board

  • Chairman Andrea Moltrasio
  • Senior Deputy Chairman Mario Cera
  • Board members:
    • Armando Santus (Deputy Chairman)
    • Pietro Gussali Beretta (Deputy Chairman)
    • Francesca Bazoli
    • Letizia Bellini Cavalletti
    • Piepaolo Camadini
    • Alessandra Del Boca
    • Giovanni Fiori
    • Patrizia Giangualano
    • Paola Giannotti
    • Gian Luigi Gola
    • Lorenzo Renato Guerini
    • Giuseppe Lucchini
    • Sergio Pivato

The Management Board:

  • Chairman: Letizia Brichetto Arnaboldi Moratti
  • Deputy Chairman: Flavio Pizzini
  • Chief Executive Officer and General Manager: Victor Massiah
  • Board members:
    • Silvia Fidanza
    • Osvaldo Ranica
    • Elvio Sonnino
    • Elisabetta Stegher

Shareholders[edit]

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)[2] 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[edit]

Some of the shareholders also signed shareholders' agreements, represented 17.04% voting rights in 2016.[9]

As at 14 March 2017, "Patto dei Mille" represented 3.001% shares,[10] while rival syndicate "Sindacato Azionisti UBI Banca SpA" represented 13.64% shares;[11] Fondazione Banca del Monte di Lombardia, Fondazione Cassa di Risparmio di Trento e Rovereto and Cattolica Assicurazioni belongs to "Sindacato Azionisti UBI Banca SpA".[11]

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

References[edit]

  1. ^ "2015 Bilancio Consolidato" (PDF) (in Italian). UBI Banca. 11 March 2016. Retrieved 13 March 2016. 
  2. ^ a b "Listed companies - Ownership UNIONE DI BANCHE ITALIANE SPA". CONSOB. 7 February 2017. Retrieved 13 February 2017. 
  3. ^ http://www.ubibanca.it/contenuti/file/comunicato%2010_10_20151.pdf
  4. ^ http://www.ubibanca.it/contenuti/file/Press%20Release%2012102015.pdf
  5. ^ "UBI Banca: 2019/2020 Business Plan" (PDF). UBI Banca. 27 June 2016. Retrieved 27 September 2016. 
  6. ^ "UBI Banca: binding offer for the purchase of the 3 Target Bridge Institutions" (PDF). UBI Banca. 12 January 2017. Retrieved 19 January 2017. 
  7. ^ "Sale of good banks to UBI" (PDF). Bank of Italy. 18 January 2017. Retrieved 19 January 2017. 
  8. ^ "Fact Sheet" (PDF). UBI Banca. 30 September 2015. Retrieved 20 April 2016. 
  9. ^ "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. 
  10. ^ "Patto dei Mille: Update list of Participants" (PDF). UBI Banca. 14 March 2017. Retrieved 17 March 2017. 
  11. ^ a b "Sindacato Azionisti UBI Banca SpA: Update list of Participants" (PDF). UBI Banca. 13 March 2017. Retrieved 17 March 2017. 

External links[edit]