UNIPOL GROUP Corporate and functional reorganization plan · 2017. 1. 30. · The exchange ratio range has been set by Unipol BoD as: 0.431 / 0.511 Unipol ordinary shares for each

UNIPOL GROUPCorporate and functional reorganization plan

Bologna, 11 December 2006

1

Contents

2

3

11 Goals and transaction structure

4

Acquisition of the full control of Aurora

Holding business being separated from insurance business within Unipol Assicurazioni

Transaction timetable

2

The current structure of the Unipol Group

AURORAASSICURAZIONI

QUADRIFOGLIOVITA

INSURANCEINSURANCE BANCASSURANCEBANCASSURANCE

UNIPOLBANCA

BANKINGBANKING

66.66%

UNISALUTE98.48% (*)

LINEAR

NAVALEASSICURAZ.

100%(*)

99.80%

50%

50%

100%UNIPOL FONDI

86.15%

84.53% (*)

100%

Main companies

UNIPOL MERCHANT

BANCA PER LE IMPRESE

UNIPOL SGR

BNL VITA

Holding and Insurance Company

Transaction Perimeter

(*) Direct + indirect stake

3

Goals and transaction structure

Voluntary public tender offer for 33.34% stake in Aurora not owned by Unipol at a price of €2.45 per share, up to a total offer value of €751.3mHive-down of the insurance business of Aurora into a wholly owned companyMerger by incorporation of Aurora into Unipol – based on preliminary valuation analysis the exchange ratio is expected in a range between 0.431-0.511 ordinary Unipol shares and 0.266-0.315 privileged Unipol shares for each Aurora share

GOALSGOALS TRANSACTION STRUCTURETRANSACTION STRUCTURE

Acquisition of the full control (100%) of Aurora Assicurazioni

Hive-down of the insurance business of Unipol into a wholly owned company and incorporation of Unipol Assicurazioni S.p.A., wholly controlled (100%) by Unipol Gruppo Finanziario S.p.A.

Rationalization of the corporate structure within Unipol, by separating holding and insurance activities

4

InsuranceReinforce current market position and improveprofitability

BankingScale up and improve profitability

Corporate centre

Reinforce “holding functions” to increase integration and strengthen commercial co-ordination

Capital Management

Enhance value and identify external growth opportunities in line with the Group’s strategy and profitability targets

Buy-out of Aurora minoritiesBuy-out of Aurora minorities

Holding activities (in charge to Unipol Gruppo Finanziario S.p.A.) being separated from insurance business

Holding activities (in charge to Unipol Gruppo Finanziario S.p.A.) being separated from insurance business

Consistency with 2006-2009 Strategic Plan

The 4 strategic guidelines of the Plan* Actions included in the corporate and functional reorganization

* Approved by Unipol BoD on 13 September 2006

5

Contents

22

3

1


4




6

Aurora Assicurazioni — Current shareholding structure

AURORA ASSICURAZIONI

AURORA ASSICURAZIONI

UNIPOL ASSICURAZIONI

UNIPOL ASSICURAZIONI KORAKORA ARIETEARIETE FINSOEFINSOE MARKET*MARKET*

66.66% 9.99% 9.99% 7.02% 6.34%

* Around 130,000 shareholders

7

Public tender offer on 100% of Aurora Assicurazioni

Offer priceOffer price€2.45 per Aurora ordinary shareTotal offer value up to €751.3m

Terms and conditionsTerms and conditions

Consob’s approval of tender offer document

Method of financing

Method of financing

Group’s excess capital used to fund transaction

TimetableTimetableOffer to be launched after Consob’s approval of the tender offer documentationOffer period between mid-January and end-February 2007

8

Hive-down of the insurance business of Aurora Assicurazioni

At the end of the public tender offer the BoD of Aurora Assicurazioni will approve the hive-down of the insurance activities into a wholly owned company

The company structure will be as follows



‘OLD’AURORA ASSICURAZIONI

‘OLD’AURORA ASSICURAZIONI

‘NEW’AURORA ASSICURAZIONI

‘NEW’AURORA ASSICURAZIONI

X %

100%

MARKETMARKET

(SHAREHOLDERS WHO DID NOT TENDER THE SHARES)

Y %

(66.66% + PERCENTAGE ACQUIRED AT THE END OF THE PTO)

TechnicalityTechnicality

9

‘Old’ Aurora Assicurazioni shareholders who did not tender the shares will be given ordinary and privileged Unipol Assicurazioni shares according to the present proportion between the two categories of shares (61.9% ord., 38.1% priv), on the basis of the exchange ratio reflecting the assessment of the two companies based on commonlyused valuation methodsThe exchange ratio range has been set by Unipol BoD as:● 0.431 / 0.511 Unipol ordinary shares for each Aurora ordinary share● 0.266 / 0.315 Unipol preference shares for each Aurora ordinary shareThe final exchange ratio will be approved by the BoD of Unipol and of the ‘Old’ Aurora, which will approve the merger planThe Board of Directors’ meetings will be held on 15 March 2007

Merger by incorporation of the ‘Old’ Aurora Assicurazioni into Unipol Assicurazioni

Exchangeratio

Exchangeratio


Prior authorization by ISVAP which shall authorize the ‘New’ Aurora (beneficiary company of the insurance business hive-down by ‘Old’Aurora) to engage in insurance activities and become assignee of ‘Old’Aurora’s insurance business

TimetableTimetableExtraordinary General Meetings to approve the transaction by the end of April 2007

10

Unipol Group after the mergerMain companies

AURORAASSICURAZIONI

QUADRIFOGLIOVITA


UNIPOLBANCA

BANKINGBANKING

100%

UNISALUTE98.48%

LINEAR

NAVALEASSICURAZ.

100%

99.80%

50%

50%

100%UNIPOL FONDI

86.15%

84.53%

100%

UNIPOL MERCHANT


UNIPOL SGR

BNL VITA

Holding and Insurance company

Transactionperimeter

11

Contents

2

33

1


4




12

Hive-down of insurance business of Unipol Assicurazioni

Unipol Assicurazioni’s BoD will approve the hive-down of all the insurance activities into a NEWCO wholly owned and ad hoc set upFollowing the success of the transaction, the company structure will change as shown below:

UNIPOL GRUPPO FINANZIARIO S.P.A.(‘OLD’

UNIPOL ASSICURAZIONI)

UNIPOL GRUPPO FINANZIARIO S.P.A.(‘OLD’

UNIPOL ASSICURAZIONI)

‘NEW’UNIPOL ASSICURAZIONI

‘NEW’UNIPOL ASSICURAZIONI

100%

TechnicalityTechnicality


The transaction takes effect if the right of withdrawal (to which Unipol shareholders are entitled following amendment to the corporate purpose) is not exercised for a total amount exceeding €100m, or 2.5% of the capital to be potentially withdrawn. The withdrawal price is equal to the arithmetic average of the closing prices recorded in the 6 months previous to the notice convening the Extraordinary General Shareholders’ Meeting.Prior authorization by ISVAP

13

Unipol Group at the end of the transaction

AURORAASSICURAZIONI

QUADRIFOGLIOVITA


UNIPOLBANCA

BANKINGBANKING

100% 50%

50%

100%UNIPOL FONDI

86.15%

84.53%

100%

UNIPOLGruppo Finanziario S.p.A.

UNIPOLASSICURAZIONI

100%

Main companies

UNIPOL MERCHANT


UNIPOL SGR

BNL VITA

Permanent stake: 50.2% of ordinary shares (31% of the total share capital)

27.84%

HOPA P&V Group(BE)

JP MORGAN(USA)

BNPPARIBASMPS

5.40% 1.43%4.50%4.59%56.24%

HOLMO

FINSOE

~100% Other insurance companies

14

Contents

2

3

1

Transaction timetable44




15

Indicative transaction timetable

11 December 2006 Announcement of transaction

Second halfDecember

Publication of the notice convening Unipol’s EGM for the approval of the amendments to company articles of association

First halfJanuary/February

Tender offer period

First half March Settlement of shares tendered under the terms of the offer

First half March Unipol and Aurora BoD meetings to approve merger plan and exchange ratios

Second half April Unipol EGM to approve amendments to articles of association and merger planAurora EGM to approve merger plan

Second half May Deadline for Unipol shareholders to exercise their right of withdrawal

End-May Hive-down of Unipol Assicurazioni from Unipol Gruppo Finanziario S.p.A.

End-July Completion of merger of ‘Old’ Aurora into Unipol Gruppo Finanziario S.p.A.Assignment of Unipol shares to Aurora’s former shareholders

16

DISCLAIMER

This presentation contains information relating to

forecasts of figures, results and events which

reflect the current management outlook, but these

could differ from what actually happens owing to

events, risks and market factors that it is presently

impossible either to know or to predict.

Documents

UNIPOL GROUP Corporate and functional reorganization plan · 2017. 1. 30. · The exchange ratio range has been set by Unipol BoD as: 0.431 / 0.511 Unipol ordinary shares for each