Press Release
VOLUNTARY PUBLIC EXCHANGE OFFER (the “OFFER”) LAUNCHED BY BANCA MONTE DEI PASCHI DI SIENA S.P.A. ON THE ORDINARY SHARES OF MEDIOBANCA - BANCA DI CREDITO FINANZIARIO SOCIETÀ PER AZIONI
Detachment of the coupons relating to the MPS dividend and the Mediobanca interim dividend and resulting technical adjustment of the exchange ratio of the Offer
Siena, 20 May 2025 - Following the communication pursuant to Article 102 of Legislative Decree 58/1998 as subsequently amended and supplemented (the “TUF”) and Article 37 of the Regulation adopted by Consob with resolution No. 11971/1999 as subsequently amended and supplemented (the “Issuers’ Regulation”), published on 24 January 2025 (the “102 Communication”) announcing the decision of Banca Monte dei Paschi di Siena S.p.A. (“MPS”) to promote the Offer on the shares of MEDIOBANCA - Banca di Credito Finanziario Società per Azioni (“Mediobanca”), MPS hereby announces the following.
As previously disclosed to the market, effective 19 May, the shares of MPS and Mediobanca are being traded on an ex-dividend basis as a result of:
- (i) the detachment of the coupon relating to the dividend resolved by the Shareholders’ Meeting on 17 April 2025 (equal to Euro 0.860 per MPS share, the “MPS Dividend”), and
- (ii) the detachment of the coupon relating to the interim dividend (based on the results as of 31 December 2024) resolved by the Mediobanca’s Board of Directors on 8 May 2025 (equal to Euro 0.560 per Mediobanca share, the “Mediobanca Interim Dividend”).
As indicated in the Communication 102, the consideration for the Offer was equal to No. 2.300 newly issued ordinary shares of MPS. The 102 Communication also provided, inter alia, that “If, prior to the Payment Date (as defined below), the Issuer and/or the Offeror should pay(s) a dividend (including an interim dividend) and/or make a distribution of reserves to its shareholders, or in any event the ex coupon (cedola) relating to dividends resolved upon but not yet paid by the Issuer and/or MPS, as the case may be, is detached from the Mediobanca Shares and/or the MPS shares, the Consideration shall be adjusted to take into account the dividend distributed (or the interim dividend) or the reserve distributed”.
Therefore, following the payment of the MPS Dividend (equal to Euro 0.860) and of the Mediobanca Interim Dividend (equal to Euro 0.560), both of which will take place on 21 May 2025, the technical adjustment is equal to 0.23 MPS shares for a total of 2.533 MPS shares for each Mediobanca share tendered in the Offer.
Finally, it should be noted that, as also stated in the Communication 102, this adjustment is purely technical in nature and consequential to the payment of dividends. Therefore, the exchange ratio may be subject to further technical adjustments, as indicated in the Communication 102.
