Reti Bancarie

Reti Bancarie was an Italian financial holding company associated with Banca Popolare di Lodi, commonly known as Bipielle or BPL. It served as an intermediate corporate vehicle for a network of regional retail banks, credit-management businesses and international financial subsidiaries rather than as a stand-alone consumer banking brand. Its corporate development was tied to BPL's expansion and restructuring of banking assets during the early 2000s. The company's route to listing began in January 2003, when BPL acquired control of Banco di Chiavari e della Riviera Ligure from Banca Intesa. BPL purchased 69.62% of Banco di Chiavari's shares, representing 48,735,000 shares out of 70 million, for €405 million and made an offer for the remaining shares at €7 per share. BPL subsequently used its sub-holding company Bipielle Retail to build a broader retail-banking structure around the listed entity. In June 2003, Bipielle Retail held a controlling interest in Banco di Chiavari e della Riviera Ligure directly and through Bipielle Investimenti. A reverse merger between Banco di Chiavari and Bipielle Retail then transformed the listed company into the vehicle for a portfolio of regional banking and financial assets. The registered office moved to Lucca in Tuscany, and the company operated under the name Reti Bancarie Holding S.p.A. This transaction effectively brought a group of retail banking subsidiaries and related companies into a listed structure while preserving BPL's control. The portfolio included Banca Popolare di Crema, Banca Popolare di Cremona, Banca Popolare di Mantova, Banca Valori, Bipielle Società di Gestione del Credito, Bipielle International Holding and its associated businesses, Cassa di Risparmio di Lucca and its related savings banks, and Banca Caripe. Ownership varied by subsidiary, with Reti Bancarie holding either majority or substantial minority interests. The structure therefore combined regional branch banking, credit servicing, international banking services and savings-bank operations. The reverse merger materially changed the company's financial scale. At the end of 2003, Reti Bancarie reported shareholders' equity of approximately €1.316 billion, compared with approximately €216 million previously associated with Banco di Chiavari. Its share capital was also reorganized, falling from roughly €36.4 million to about €17 million as the number of shares was reduced from 70 million to 32,647,403. BPL retained effective control after the transaction. In May 2004, Reti Bancarie issued 15,975,818 new shares at €40 each to raise approximately €639 million for the privatization and capitalization of its retail subsidiaries. The issue increased the total number of shares to 48,623,221 and diluted BPL's holding to 66.90% at the end of 2004. Aurora Assicurazioni, a Unipol subsidiary, acquired a 5.79% stake from BPL and obtained exclusive rights for five years to distribute its insurance products through Reti Bancarie's retail banking network. Fondazione Cassa di Risparmio di Lucca also became a minority shareholder and entered into arrangements concerning its investment and its wider relationship with Cassa di Risparmio di Lucca. The corporate structure was short-lived. In 2005, transactions involving the Lucca savings bank reduced Reti Bancarie's holding in Cassa di Risparmio di Lucca to 46.28%, while related agreements included an option for the foundation's interest to be sold back to BPL. In 2006, BPL absorbed Reti Bancarie and the related intermediate holding company Bipielle Investimenti. Reti Bancarie shareholders received five BPL shares for each Reti Bancarie share. Aurora Assicurazioni subsequently sold its holding to Mediobanca. Following the absorption, Reti Bancarie ceased to exist as a separate listed holding company.

Reti Bancarie emerged from the restructuring of Banca Popolare di Lodi's expanding retail-banking interests in the early 2000s. The key starting point was BPL's January 2003 acquisition of control of Banco di Chiavari e della Riviera Ligure from Banca Intesa. BPL acquired 48,735,000 shares, equivalent to 69.62% of the target's 70 million shares, for €405 million and offered €7 per share to the remaining shareholders. BPL also absorbed the banking activities associated with the transaction. BPL then used Bipielle Retail as an intermediate vehicle. By June 2003, Bipielle Retail was controlled by BPL both directly and through Bipielle Investimenti and held 87.26% of Banco di Chiavari. A reverse merger between the two companies placed the retail-banking assets into the listed company. The registered office moved to Lucca, Tuscany, and the company adopted the Reti Bancarie Holding S.p.A. identity. The transaction made the listed entity a central holding company for BPL's regional retail-banking network. The assets brought together under Reti Bancarie included majority interests in Banca Popolare di Crema, Banca Popolare di Cremona, Banca Popolare di Mantova and Banca Valori. The group also controlled or held significant interests in Bipielle Società di Gestione del Credito, Bipielle International Holding, Bipielle Bank (Suisse), Bipielle International UK, Bipielle Servizi, Cassa di Risparmio di Lucca, the related savings banks of Livorno and Pisa, and Banca Caripe. The portfolio combined branch banking, credit management, international financial services and savings-bank activities. The 2003 transaction substantially enlarged the financial base of the listed company. Reported shareholders' equity at the end of that year was approximately €1.316 billion, compared with approximately €216 million for the former Banco di Chiavari structure. The company also reorganized its capital, reducing the share count from 70 million to 32,647,403 and reducing nominal share capital from approximately €36.4 million to approximately €17 million. BPL retained 79.23% of Reti Bancarie after the reverse-merger structure was established. In May 2004, Reti Bancarie issued 15,975,818 new shares at €40 each. The issue increased the share count to 48,623,221 and raised approximately €639 million, supporting the capitalization and privatization of the retail subsidiaries. BPL's interest was diluted to 66.90% at the end of 2004. Aurora Assicurazioni, a subsidiary of Unipol Assicurazioni, acquired 2,816,000 shares, equal to 5.79%, from BPL for €173.4 million. Aurora also received exclusive rights for five years to distribute its insurance products through the retail banks held by Reti Bancarie. Fondazione Cassa di Risparmio di Lucca acquired 500,550 shares, equal to 1.029%, for €20 million. Its investment was accompanied by an agreement providing a minimum return linked to six-month Euribor plus 0.40% and an arrangement under which BPL would repurchase the shares. In 2005, the foundation exchanged its Reti Bancarie shares with BPL in connection with the acquisition and recapitalization of Cassa di Risparmio di Lucca. These transactions reduced Reti Bancarie's interest in the savings bank to 46.28%, while a put-option arrangement addressed the foundation's remaining position in Cassa di Risparmio di Lucca. Reti Bancarie's independent existence ended in 2006. BPL absorbed both Reti Bancarie and Bipielle Investimenti as part of a further simplification of its intermediate holding structure. Shareholders received five BPL shares for each Reti Bancarie share. Aurora Assicurazioni later sold its interest to Mediobanca. After the absorption, Reti Bancarie no longer operated as a separate listed holding company or independent brand.

• 2006

  Absorption by Banca Popolare di Lodi

  [1]Reti Bancarieen.wikipedia.org

  BPL absorbed Reti Bancarie and Bipielle Investimenti, exchanging five BPL shares for each Reti Bancarie share.

• 2005

  Restructuring of the Cassa di Risparmio di Lucca holding

  [1]Reti Bancarieen.wikipedia.org

  Transactions with Fondazione Cassa di Risparmio di Lucca reduced Reti Bancarie's holding in Cassa di Risparmio di Lucca to 46.28% and were accompanied by a put-option arrangement.

• 2004

  Capital increase

  [1]Reti Bancarieen.wikipedia.org

  Reti Bancarie issued 15,975,818 new shares at €40 each, raising approximately €639 million and diluting BPL's ownership to 66.90% by year-end.

• 2003

  BPL acquires Banco di Chiavari control

  [1]Reti Bancarieen.wikipedia.org

  Banca Popolare di Lodi acquired 69.62% of Banco di Chiavari e della Riviera Ligure from Banca Intesa for €405 million and launched an offer for the remaining shares.

• 2003

  Reverse merger and creation of the Reti Bancarie holding structure

  [1]Reti Bancarieen.wikipedia.org

  Bipielle Retail combined with Banco di Chiavari through a reverse merger. The registered office moved to Lucca and the company became Reti Bancarie Holding S.p.A.

An intermediate, group-controlled holding company used to consolidate and organize Banca Popolare di Lodi's regional retail-banking and related financial-services assets in a listed corporate structure.

• Retail banking · 2003

  Regional retail-bank portfolio

  Reti Bancarie's central business was the ownership and coordination of regional Italian retail banks. Its portfolio included Banca Popolare di Crema, Banca Popolare di Cremona, Banca Popolare di Mantova and Banca Valori, with ownership stakes varying by institution. The holding-company model allowed BPL to organize these local banking franchises under one listed structure rather than operate them as a single national consumer brand.

• Credit management · 2003

  Bipielle Società di Gestione del Credito

  Bipielle Società di Gestione del Credito was the group's credit-management and servicing business within the Reti Bancarie portfolio. Reti Bancarie held a direct majority interest, with an additional interest held through Cassa di Risparmio di Lucca. The business broadened the holding company's scope beyond branch banking into the management of credit-related activities.

• International financial services · 2003

  Bipielle International Holding

  Bipielle International Holding grouped international financial activities associated with the BPL network. The reported portfolio included Bipielle Bank (Suisse), Bipielle International UK and Bipielle Servizi. Reti Bancarie held a substantial majority interest in the holding company, giving the listed vehicle exposure to financial operations outside its Italian regional-bank base.

• Savings banking · 2003

  Cassa di Risparmio di Lucca portfolio

  Reti Bancarie held a controlling interest in Cassa di Risparmio di Lucca at the time the portfolio was assembled, together with interests connected to Cassa di Risparmio di Livorno and Cassa di Risparmio di Pisa. Subsequent transactions with the Lucca foundation reduced the holding to 46.28% in 2005 and formed part of the restructuring preceding BPL's absorption of Reti Bancarie.

• Bancassurance · 2004

  Insurance distribution partnership

  Through its retail-bank network, Reti Bancarie provided a distribution channel for insurance products supplied by Aurora Assicurazioni, a Unipol subsidiary. The arrangement accompanied Aurora's minority investment in Reti Bancarie and granted Aurora exclusive distribution rights in the network for five years.

• 2006

  Absorption into Banca Popolare di LodiM&A

  Background

  BPL simplified its intermediate holding-company structure by combining Reti Bancarie and Bipielle Investimenti with the parent group.

  Action taken

  BPL absorbed Reti Bancarie, exchanging five BPL shares for each Reti Bancarie share.

  Aftermath

  Reti Bancarie ceased to exist as a separate listed holding company. Aurora Assicurazioni later sold its holding to Mediobanca.

  Source

• 2004

  Capital increase to support retail-subsidiary restructuringOther

  Background

  Reti Bancarie sought additional capital to support the capitalization and privatization of its retail subsidiaries.

  Action taken

  The company issued 15,975,818 shares at €40 per share, increasing the total share count to 48,623,221.

  Aftermath

  The issue raised approximately €639 million and reduced BPL's ownership to 66.90% at the end of 2004. Aurora Assicurazioni acquired a 5.79% stake and received exclusive insurance-distribution rights for five years.

  Capital raised. Approximately €639 million (May 2004)

  Source

• 2003

  Use of a reverse merger to create a listed retail-banking holding companyM&A

  Background

  BPL needed a listed structure through which to organize the regional retail banks and financial businesses assembled after its acquisition of Banco di Chiavari.

  Action taken

  Bipielle Retail was combined with Banco di Chiavari e della Riviera Ligure through a reverse merger, and the registered office was moved to Lucca under the Reti Bancarie Holding identity.

  Aftermath

  The transaction created a listed holding company with a substantially larger asset base and a portfolio of regional banks, credit-management operations and international financial businesses.

  BPL acquisition price for 69.62% of Banco di Chiavari. €405 million (21 January 2003)

  Source

1. 1Reti Bancarieen.wikipedia.org