PRESS RELEASE
START OF THE PREPARATORY ACTIVITIES IN ORDER TO EXERCISE
THE POWER TO INCREASE THE SHARE CAPITAL, RESERVED FOR BANCA CARIGE'S
ENTITLED SHAREHOLDERS FOR A MAXIMUM AMOUNT UP TO EUR 800,000,000.00 –
SYNDICATE OF BANKS SELECTED
REPAYMENT OF SUBORDINATED LOAN CONVERTIBLE INTO “BANCA CARIGE
1.50% 2003-2013” ORDINARY SHARES
NEW APPOINTMENTS AT BANCA CARIGE GROUP SUBSIDIARIES
Genoa, 20 February 2014 – Start of the preparatory activities in order to exercise the power to
increase the share capital, reserved for Banca Carige's entitled shareholders for a maximum amount
up to EUR 800,000,000.00 – The Board of Directors of Banca Carige was met today, before the chairman
Mr. Cesare Albani, in order to ask further information on the disposal plan of the asset of the Company which
is functional for the capital requirements of the Company, as the market has already been informed,
pursuant to the disposal, finalized on 30 December 2013, of Carige Asset Management SGR to Arca SGR –
which focuses on the disposal of the subsidiaries Carige Vita Nuova and Carige Assicurazione.
Banca Carige, with the support of the advisors Banca Leonardo and Mediobanca – Banca di Credito
Finanziario, is proceeding with the commitment and determination in the relationships among those
operators who have shown a preliminary interest in order to obtain information on such companies.
It is therefore at this time expected that the disposal process is underway, although it is not possible to
predict its conclusion in the short-term nor in a timeframe which is consistent with the capital requirements of
Gruppo Carige, nor in an acceptable timeframe for the Company and its shareholders. Banca Carige has
started the preparatory activities to exercise the power to carry out the share capital increase reserved for
Banca Carige's entitled shareholders, for a maximum amount up to EUR 800,000,000.00, granted on 29
April 2013 by the Extraordinary Shareholders’ Meeting to the Board of Directors and to be exercised before
31 March 2014.
In this context, Banca Carige communicates that the Company has executed pre-underwriting agreements
with Mediobanca – Banca di Credito Finanziario S.p.A. (as Global Coordinator and Joint Bookrunner),
Citigroup Global Markets Ltd., Credit Suisse Securities (Europe) Ltd., Deutsche Bank A.G. London Branch
and UniCredit Corporate & Investment Banking (as Co-Global Coordinators and Joint Bookrunners), and
COMMERZBANK and Nomura International Plc. (as Joint Bookrunners).
Such syndicate may be extended to other financial institutions.
By means of such of pre-underwriting agreements, the banks have undertaken – subject to standard terms
and conditions for such type of transactions – to participate in a syndicate of banks in relation to the
aforementioned capital increase through the execution with Banca Carige, prior to the launch of the rights
issue, of an underwriting agreement for the purposes of underwriting Banca Carige’s ordinary shares not
subscribed for at the end of the auction offer relating to the unexercised option rights, up to a maximum
amount of EUR 800,000,000.00.
Banca Carige has been assisted in the promotion of the syndicate of banks by Mediobanca – Banca di
Credito Finanziario S.p.A.. The law firm d’Urso Gatti e Bianchi acts as legal advisor of the Company and
Clifford Chance acts as legal advisor of the syndicate of banks.
Repayment of subordinated convertible loan “Banca Carige 1.50% 2003-2013” into ordinary shares Banca Carige's Board of Directors further announces that -with its resolution of 12 February 2014- the Bank
of Italy authorised repayment of the subordinated convertible loan "Banca Carige 1.50% 2003-2013” into
ordinary shares.
The Board has therefore determined the methods for repayment of the loan. On 10 March 2014, the
subordinated loan holders will be paid an aggregate amount of EUR 11,488,377.70, inclusive of: principal
(for a nominal value of EUR 9,880,402.50), a 16% repayment premium on principal (totalling Euro
1,580,864.40), in addition to interest earned on the coupon accrued from 1 January 2014 until 10 March
2014 (for an amount of EUR 27,610.80).
New appointments at Banca Carige Group subsidiaries - Banca Carige's Board of Directors has
acknowledged the resignation of members of the Boards of Directors of some of its subsidiaries and
proceeded with their replacement.
At Banca Carige Italia, outgoing directors, Ms. Evelina Christillin and Ms. Elena Vasco, have been replaced
by Mr. Roberto Pani and Mr. Giovanni Battista Pittaluga.
At Cassa di Risparmio di Savona, outgoing directors Ms. Raffaella Orsero and Mr. Aldo Dellepiane, will be
replaced by Mr. Alessandro Repetto, who will take on the role of Deputy Chairman, and Mr. Alessio Albani.
At Carige Vita Nuova, Mr. Giovanni Battista Pittaluga was designated to serve as Chairman, following
resignation of current Chairman, Mr. Guido Alpa.
At Carige Assicurazioni, Mr. Luigi Gastaldi, former Deputy Chairman, was appointed to serve as Chairman
in replacement of the outgoing Chairman, Mr. Guido Alpa, whereas Mr. Remo Checconi, a former Director,
will serve as Deputy Chairman.
Banca Carige S.p.A
Communications
Antonello Amato
Alfredo Majo
tel. +39 010 579 2697
+39 010 579 3380
mobile +39 335 140 4426
e-mail: antonello.amato@carige.it
alfredo.majo@carige.it
Ad Hoc
Communication Advisors
Giorgio Zambeletti
Sara Balzarotti
tel. +39 02 760 67432
mobile +39 335 141 5584
e-mail: giorgio.zambeletti@ahca.it
sara.balzarotti@ahca.it