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The European Commission is examining the Italian government’s controversial sale of shares in Monte dei Paschi di Siena last year, following claims that large investors were shut out of the bidding process.
UniCredit, Norway’s oil fund and BlackRock were among the investors that were interested in buying shares when the Treasury sold a 15 per cent stake last November but were told that the bidding had been already closed by Banca Akros, the small local bank that was running the process, according to several people familiar with the matter.
The shares instead went to four domestic buyers closely associated with the government’s ambition to build a third pillar of the Italian banking system to challenge UniCredit and Intesa Sanpaolo, the two biggest players in the market.
Rome has been reducing its stake in MPS through a series of sales that started in November 2023 to meet EU conditions linked to the nationalisation of the bank in 2017. In two previous sales, JPMorgan, Jefferies and Mediobanca had run the process and investors bought stock at the prevailing share price.
The Commission is looking into the details of the latest stake sale, following complaints, to examine whether the process was a fair and open market transaction, according to two people briefed on the details. This preliminary assessment could lead to the opening of a state aid investigation but no decision had been taken yet, the people cautioned.
A spokesperson for the European Commission declined to comment.
In the sale last year run by Banca Akros, shares went to its parent company Banco BPM — a lender that the Italian government had hoped to merge with MPS — and to asset manager Anima, which BPM had just offered to buy.
The remainder of the stake went to the billionaire Del Vecchio and Caltagirone families, who hold stakes in several large Italian financial groups.
All four investors paid a 5 per cent premium on the shares, according to a statement by the Treasury at the time.
The Italian government had initially planned to sell a 7 per cent stake in MPS, according to its statement announcing the sale. The next morning it said that 15 per cent of the Treasury’s stake had ultimately been sold.
Bankers familiar with the details of sale said no guidance on the order pricing was given to investors during the bidding which was “unusual”.
UniCredit — which has been battling to buy Banco BPM in the face of government opposition — placed an order to buy 10 per cent of the shares, a significant amount that would typically involve paying a premium. When Banca Akros returned its follow-up call, UniCredit was told the book was closed, according to people familiar with the matter.
Banca Akros was acting as sole book runner in a multibillion deal for the first time in its history. Bank of America and Citi had also been sounded by the Treasury to run the process before it opted for the small local bank, according to several people briefed on the details of the process.
Milanese prosecutors are also investigating the sale to make sure Italian taxpayers obtained the best possible deal, according to people familiar with the details of the investigation.
Last month Italian financial police seized documents from the Banca Akros offices in Milan, according to other three people. UniCredit chief executive Andrea Orcel spoke to prosecutors after the Financial Times reported that the bank had been excluded from the stake sale in December, according to several of the people.
UniCredit, Norway’s oil fund and BlackRock declined to comment.
Banca Akros said that it “conducted the sale transparently and according to the law with hundreds of institutional investors taking part through a digitalised platform”.
An Italian finance ministry official denied any impropriety in the bookbuilding process, which he said had followed “a market standard” used both internationally and for past share sales in Italy.
“There are accelerated bookbuilding [processes] everywhere around the world, and all and every one of these transactions are made the same way,” he said. “It’s a very standard procedure all over the world.”
While Italy had multiple bookrunners for past share sales, the finance ministry official said that for the MPS share sale, Banca Akros committed to the highest price. “In this case, nobody matched the price offered by Akros,” he said.
Soon after the stake sale, MPS launched a hostile takeover of larger rival and its longtime adviser Mediobanca, in which Caltagirone and the Del Vecchios are also the two largest investors. The European Central Bank’s approval for the deal is still pending.
UniCredit’s Orcel told Italian daily La Repubblica last week that the group had reported suspected irregularities in last year’s sale of the MPS stake to Italy’s financial regulator Consob.
Additional reporting by Barbara Moens
https://www.ft.com/content/d495bb61-46b9-4ba4-b129-448efbdf042a
