AXA S.A. (“AXA”), which currently owns a stake in Banca Monte dei Paschi di Siena S.p.A. (the “Bank”) amounting to 100,008,907 shares (held directly or indirectly, representing c.7.94% of the Bank’s share capital) today announces the launch of the disposal of 100,000,000 shares in the Bank, in a private placement by way of an accelerated bookbuilding (the “Offering”) reserved to institutional investors. Following the expected completion of the Offering, AXA will retain (directly or indirectly) 0.0007% of the Bank’s share capital.
As a long-standing joint venture partner of the Bank, AXA supported the Bank by participating in its most recent capital increase as a financial investment. As AXA does not wish to seek representation on the board at the Bank’s upcoming Shareholders’ Annual General Meeting, or influence the Bank's broader long-term strategy, AXA believes it is timely to sell its participation purchased in the capital increase.
The Offering does not impact in any way AXA's partnership with the Bank or AXA's commitment to the Italian market.
The final terms of the Offering are expected to be announced on Tuesday, February 28, 2023 at the latest. The settlement and delivery of the shares is expected to take place on or around March 2, 2023.
The Bank’s shares are listed on the regulated market of Euronext Milan (ISIN IT0005508921).
This press release is for information purposes only and does not, and shall not, constitute an offer to sell or a solicitation of an offer to buy or subscribe any securities of Banca Monte dei Paschi di Siena S.p.A. (the “Bank”) nor a solicitation to offer to purchase or to subscribe securities of the Bank in any jurisdiction, including in France and Italy. No reliance may be placed for any purpose on the information contained in this announcement. The information in this announcement is subject to change.
Any investment decision to buy shares in the Bank must be made solely on the basis of publicly available information regarding the Bank. Such information is not the responsibility of AXA S.A.
No person has authorised any offer to the public of securities of the Bank in any Member State of the European Economic Area. With respect to any Member State of the European Economic Area (each a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, securities of the Bank may only be offered in the Relevant Member States (i) to any legal entity which is a qualified investor as defined in the Commission Regulation EU (2017/1129), as amended (the “Prospectus Regulation”); or (ii) in any other circumstances falling within Article 1(3) and 4(2) of the Prospectus Regulation provided that no such offer will result in a requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Regulation.
This press release is addressed and directed only (i) to persons located outside the United Kingdom, (ii) to investment professionals (“Investment Professionals”) as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (iii) to people designated by Article 49(2) (a) to (d) of the Order or (iv) to any other person to whom this press release may otherwise lawfully be communicated pursuant to applicable law (the persons mentioned in paragraphs (i), (ii), (iii) and (iv) all deemed relevant persons (the “Relevant Persons”)).
The offer and sale of the securities referred to in this press release has not been, nor will be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and the securities may not be offered or sold in the United States absent such registration or an applicable exemption from the registration requirements of the Securities Act. There will be no public offering of the securities in the United States in connection with this transaction.
The distribution of this press release into certain jurisdictions may be restricted by law. No action has been taken by AXA S.A. that would permit an offering of the Bank’s shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this press release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Release, publication or distribution of this press release is forbidden in any country where it would violate applicable laws or regulations. Neither this press release nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, South Africa or Japan or any other jurisdiction where such action would be unlawful. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian, South African or Japanese or other applicable securities laws.
Certain statements contained herein may be forward-looking statements including, but not limited to, statements that are predictions of or indicate future events, trends, plans, expectations or objectives. Undue reliance should not be placed on such statements because, by their n ature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause AXA’s actual results to differ materially from those expressed or implied in such forward-looking statements. Please refer to Part 5 - “Risk Factors and Risk Management” of AXA’s Universal Registration Document for the year ended December 31, 2021 and “Operating Highlights – Risk Factors” on page 7 of AXA’s Half Year Activity Report as of June 30, 2022 (the “Half Year 2022 Activity Report”) for a description of certain important factors, risks and uncertainties that may affect AXA’s business and/or results of operations. AXA undertakes no obligation to publicly update or revise any of these forward-looking statements, whether to reflect new information, future events or circumstances or otherwise, except as required by applicable laws and regulations.