Intesa Sanpaolo gets votes to amend one of two series of tier 1 notes

By Marisa Wong

Los Angeles, June 13 – Intesa Sanpaolo SpA announced the results of the June 10 meetings for holders of its €750 million of 6.25% additional tier 1 notes with a call date on May 16, 2024 (ISIN: XS1614415542) and €1.25 billion of 7.75% additional tier 1 notes with a call date on Jan. 11, 2027 (ISIN: XS1548475968).

The company launched its consent solicitation on May 24, asking holders to approve amendments to the relevant conditions of the notes to introduce a contractual recognition of bail-in clause that would bring the notes in line with regulations and harmonize them with the issuer’s other outstanding additional tier 1 instruments.

Intesa Sanpaolo obtained the necessary consents to amend the 7.75% notes but did not receive enough votes in favor of the proposal from holders of the 6.25% notes, according to announcements on Monday.

The principal amount of 7.75% notes outstanding for the purposes of the quorum at the meeting was €1,238,826,000. The votes on the extraordinary resolution to amend the notes were cast as follows:

• 1,122,304 votes, corresponding to €1,122,304,000 nominal amount of notes, were cast on the extraordinary resolution;

• 1,073,199 votes, corresponding to €1,073,199,000 nominal amount, were cast in favor, representing 95.62% of the votes cast;

• 48,581 votes, corresponding to €48,581,000 nominal amount, were cast against, representing 4.33% of the votes cast; and

• 524 votes, corresponding to €524,000 nominal amount, abstained, representing 0.05% of the votes cast.

The principal amount of 6.25% notes outstanding for the purposes of the quorum of the meeting was €743,258,000. The votes on the extraordinary resolution to amend the notes were cast as follows:

• 485,074 votes, corresponding to €485,074,000 nominal amount, were cast on the extraordinary resolution;

• 349,103 votes, corresponding to €349,103,000 nominal amount, were cast in favor, representing 71.97% of the votes cast;

• 135,971 votes, corresponding to €135,971,000 nominal amount, were cast again, representing 28.03% of the votes cast; and

• There were no abstained votes.

The issuer will pay a consent fee of 20 basis points to holders of the 7.75% notes who voted in favor of the proposed amendments.

In order to form a quorum at the meetings, noteholders representing or holding more than half the outstanding principal amount had to be represented. In order for the extraordinary resolution to pass, votes in favor had to be in excess of three-quarters of the votes cast.

To give noteholders more time to submit consent instructions that would be eligible for the consent fee, the company had extended the consent fee deadline to 11 a.m. ET on June 7, from 11 a.m. ET on June 1, coinciding with the expiration of the consent solicitation, as previously reported.

BofA Securities Europe SA (+33 1 87 70 10 57 or DG.LM-EMEA@bofa.com), Banco Santander, SA (+44 7418 70 9688, 7708 31 5191, tommaso.grospietro@gruposantander.com or alex.pilkington@gruposantander.com) and Intesa Sanpaolo SpA IMI CIB Division (+39 02 72612726 or IMILiability.Management@intesasanpaolo.com) are the solicitation agents.

Kroll Issuer Services Ltd. (+44 20 7704 0880 or intesa@is.kroll.com) is the tabulation agent.

The financial services company is based in Turin, Italy.

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