Significant events occurred during the year
Banca IFIS transparently and timely discloses information to the market, constantly publishing information on significant events through press releases. Please refer to the “Investor Relations\Press Releases” section on the website www.bancaifis.it for complete details.
Here below is a summary of the most important events:
Merger of Fast Finance S.p.A.
On 19 January 2012 the Board of Directors of Banca IFIS approved the project to merge Fast Finance S.p.A. into Banca IFIS S.p.A. and on 23 January the related authorisation application was submitted to the Bank of Italy, which allowed the transaction on 18 April 2012.
In the first days of June, the relevant governing bodies of the companies approved the merger.
On 29 June 2012 the merger deed executed before a notary public on 27 June 2012, when the transaction legally took effect, was filed in the Companies Registers of Venice. The accounting and tax effects took effect as from 1 January 2012.
Banca IFIS agreed to and signed an agreement concerning the relations with the former managers of the merged company. Pursuant to this agreement, in light of the new Group's structure, the remunerations originally established in the Framework Agreement, containing the guidelines for the Toscana Finanza Group takeover plan, shall be substantially paid in advance.
Significant purchase of Government Bonds
On 20 January 2012 Banca IFIS announced that in January 2012 it had made significant purchases of government bonds, more than doubling the value of the sovereign-debt securities portfolio compared with the amount recorded as at 30 September 2011.
During the year, the Bank purchased further government bonds for a total amount purchased in the year of 6.630,7 million Euro.
Significant purchase of NPL portfolios
On 27 January 2012, the Bank announced it had completed the purchase of portfolios for a total book value of approximately 1.100 million Euro within the scope of NPL transactions. These transactions, conducted with the consumer credit divisions of two large international banking groups with offices in Italy, amount to more than 100.000 positions overall and represent loans mainly due from Italian natural persons.
During the year period the Bank acquired further portfolios for a par value of 674 million Euro.
Italian Government-backed bonds
In January 2012, the Bank increased its portfolio of assets eligible for refinancing operations with the Eurosystem by issuing and repurchasing 138 million Euro of bonds that the Italian Government had guaranteed for a three-year period and 69 million Euro of bonds the Government had guaranteed for a five-year period.
Resignation of a member of the Board of Directors
On 25 May 2012 the Independent Director Roberto Cravero submitted his resignation to Banca IFIS's Board of Directors with effect as from 23 May 2012, following implementation of Article 36 of Legislative Decree 201/2011 converted into Law 214/2012 on the "interlocking ban".
At the reporting date, this Director was not co-opted.
New organisation of Committees
Following the resignation of the Independent Director Roberto Cravero, Banca IFIS's Board of Directors, convened on 20 September 2012, approved the new composition of the Internal Audit Committee and the Committee dealing with Board members’ and Management’s remuneration and possible stock option plans.