Banca Sistema spa, one of Italy’s leading independent banks specialized in financing and managing trade receivables owed by the Italian Public Administration, filed yesterday (see here the press release) a request with Borsa Italiana for the admission to list and trade its ordinary shares on the Mta.
Admission has been ask for the Star, a special segment dedicated to midsize companies with a capitalization of less than 1 billion euros, which voluntarily adhere to and comply with high transparency and high liquidity requirements and have corporate governance in line with international standards.
Banca Sistema also filed a request with Consob, the Italian markets authority, for the approval of the Prospectus concerning the Public Offering and listing of its shares.
The decision to list the bank had been announced a few days ago after the ordinary meeting of the shareholders who also voted the 2014 financial statements (see here the press release).
The global offering will consist both in a public and in an institutional offering. The sole global coordinator is Barclays Bank. Barclays, Banca Akros, Intermonte sim and Jefferies are Joint bookrunners. Banca Akros acts also as lead manager for the public offering, while Intermonte acts also as sponsor and specialist.
The offering will consist both in a sale of shares owned by some of the actual shareholders and by a capital increase. Free float will be at least as much as 35% of the bank’s capital as this is the minimum free float requested by Borsa Italian in order to accept a listing on its Star segment.
Banca Sistema spa was once called Banca Sintesi and was the object of a management buy-in structured in 2011 by ceo Gianluca Garbi (former ceo of MTS market and head of public sector business at Commerzbank).
Back then Banca Sintesi was sold by Cassa di Risparmio di San Miniato to British private equity Rbs Special Opportunities Fund (who now owns a 46.69% stake, through Sof Luxco sarl), to bank foundations CR di Alessandria, CR di Pisa and Fondazione Sicilia (who now own a 8,45% stake each); and to the managers (who own a 26.38% stake, through the newco Società di gestione delle partecipazioni di Banca Sintesi; the new is in turn controlled by a 50% stake by ceo Garbi). So it is reasonable to expect that the most part of the shares’ sale will come from the portfolio of Rbs fund.
Proceeds from the offering will be used to finance the fast growing business of the bank (see here FY 2014 Financial Statements). Banca Sistema recorded a net consolidated income of 19.5 million euro in 2014 (from 7 millions in 2013) and a gross income of 29.7 millions (from 12.2 millions). This increase was primarily due to the good performance of the factoring business. As a result of the above, the Roe amounted to 48% at December 31st, 2014 (compared to 32% in 2013).
The bank maintains an adequate level of capitalization with a Total Capital Ratio equal to 15.9% (compared to 13.6% in 2013) and a had total assets equal to 2.1 billions (up 4% from 2 billions in 2013.
During the same period, deposits from customers increased to 881 millions in 2014 (up 23% from 718 millions in 2013) and the net banking income amounted to 64.5 millions (up 76.5% from 36.6 millions).
The strategy of the bank is not to bring systematically legal actions against debtor Public Administrators while preferring a non-litigation approach focused on the negotiation of agreements for repayment plans. The turnover (the gross amount of credits acquired to give funding to companies) was equal to 1.2 billion euro, a 5.2% increase compared to the previous year. Including credits managed for third parties, the total turnover was equal to 1.5 billions.
Banca Sistema was born as a bank specialized in financing and managing of trade receivables owed by the Italian Public Administrations but since 2014 the bank has also begun to offer a wider range of products and services including the acquisition of carefully selected portfolios of non-recourse personal loans secured through the assignment of a portion of the borrower’s salary or pension income, and the offering of loans to small and medium-sized enterprises which are guaranteed by the Italian Ministry of Finance.