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Back comunicato 23 ottobre 2017
Approved the Draft Terms of the merger through absorption of CARIFE SIM into OPTIMA SIM
We hereby inform that today the Board of Directors of the brokerage companies CARIFE SIM S.p.A. ("CARIFE SIM"), based in Ferrara, and OPTIMA S.p.A. SIM ("OPTIMA SIM"), based in Modena, have approved the Draft Terms governing the merger through absorption of CARIFE SIM into OPTIMA SIM.
Both companies belong to the BPER Banking Group, based in Modena, holding through its Parent Company the entire share capital of both OPTIMA SIM (directly), and CARIFE SIM (currently indirectly through its subsidiary Nuova CARIFE).
This transaction is aimed inter alia at simplifying and rationalizing the distribution, organizational and governance structure of the BPER banking Group, as well as at achieving synergies in terms of operational efficiency.
The Draft Terms - drawn up under a simplified procedure pursuant to Article 2505 of the Italian Civil Code - shall be submitted to the Extraordinary Shareholders' Meeting of the two companies parties to the merger transaction after having fulfilled the filing and publishing obligations according to the law.
This proposed merger transaction shall be deemed a related-party transaction as both of the involved companies are related parties to the Parent Company BPER Banca S.p.A.
This transaction is classified as of lesser importance since it does not exceed the threshold of the relevant indexes under CONSOB Regulation No. 17221/10 - as adopted by BPER Banca S.p.A. through the issuance of the "Group Policy governing the non-compliance risk with regard to conflicts of interest with related parties and the risks towards connected parties", made available on the website www.bper.it - and it is deemed exempt under the provision of Article 14 of the aforementioned CONSOB Regulation. It is hereby specified that all requirements under this policy have been met.
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BPER Banca informs that the 2023 Reports – containing the Directors’ Report and the draft separate financial statements of BPER Banca, the Integrated Report and the consolidated financial statements of the BPER Group (inclusive of the consolidated non-financial statement, prepared pursuant to Legislative Decree no. 254 of 30 December 2016 and the related Implementing Regulation adopted by Consob resolution no. 20267 of 18 January 2018), the relevant certifications by the Chief Executive Officer and the Manager responsible for preparing the Company’s financial reports under article 154-bis, para. 5 of Legislative Decree no. 58 of 24 February 1998, the reports of the Independent Auditing firm Deloitte & Touche S.p.A., and the Statutory Auditors’ Report -– and the Corporate Governance and Ownership Structure Report 2023 are available to the public at the Company’s registered office, on the corporate website (https://group.bper.it/en/, section Governance – Shareholders – Shareholders’ Meetings 2024), and in the authorised “1Info” repository (www.1info.it).
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