Banco BPM S.p.A. - Tender Offer - Results

BANCO BPM CONCLUDES THE BUYBACK OF ONE SERIES OF ITS PERPETUAL NOTES AND THE ISSUE OF NEW EURO-DENOMINATED ADDITIONAL TIER 1 NOTES - XS1984319316

27 NOVEMBER 2023

Full announcement including disclaimers and offer restrictions available via Luxse

"Milan, 27 November 2023 – Banco BPM S.p.A. (“Banco BPM” or the “Offeror”) announces the final results of the cash tender offer (the “Offer”) for any and all of its perpetual “€300,000,000 8.750% Additional Tier 1 Notes” (ISIN no.XS1984319316, the “Existing Notes”). At the Offer Expiration, the aggregate nominal amount of the Existing Notes validly tendered amounted to €223,345,000, representing approximately 74.45% of the aggregate nominal amount of the outstanding Existing Notes (€300,000,000). Subject to the terms and conditions of the Offer, Banco BPM intends to accept for purchase from Holders the Existing Notes for the total nominal amount validly tendered equal to €223,345,000.

The buyback has been carried out simultaneously with the issue of new Euro-denominated fixed-rate reset perpetual Additional Tier 1 Notes in an aggregate nominal amount of €300,000,000 (the “New Notes”).

The terms of the New Notes, the settlement of which took place on 24 November 2023, are as follows:

Issuer: Banco BPM S.p.A.

Issue Rating: B + / BH (Fitch / DBRS Morningstar)

Amount: €300,000,000

ISIN: IT0005571309

Launch date: 17 November 2023

Settlement date: 24 November 2023

Maturity: perpetual (maturity linked to corporate duration of Banco BPM S.p.A.)

First Reset Date: 24 May 2029

Issuer call: any business day during the six-month period commencing on (and including) 24 November 2028 to (and including) the First Reset Date, and each Interest Payment Date thereafter

Margin: 6.673% (no step-up)

Coupon: 9.500% p.a., non-cumulative, payable semi-annually in arrear until First Reset Date and thereafter, reset every 5 years to the aggregate of the Margin plus the then 5-Year Mid-Swap Rate, such sum converted from an annual basis to a semi-annual basis

First coupon date: 24 May 2024

Issue price: 100%

Listing: Luxembourg Stock Exchange, Euro MTF"

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BANCO BPM ANNOUNCES A TENDER OFFER FOR ONE SERIES OF ITS PERPETUAL NOTES AND THE ISSUE OF NEW EURO-DENOMINATED ADDITIONAL TIER 1 NOTES - XS1984319316

17 NOVEMBER 2023

Full announcement including disclaimers and offer restrictions available via Luxse

"Milan 17 November 2023 – Banco BPM S.p.A. (“Banco BPM” or the “Offeror”) today announced a cash tender offer (the “Offer”) for any and all of its perpetual “€300,000,000 8.750% Additional Tier 1 Notes” (ISIN XS1984319316), (the “Existing Notes”) in an aggregate nominal amount outstanding of €300,000,000, and the launch of a new issue of Euro denominated fixed-rate reset perpetual Additional Tier 1 Notes, in an aggregate nominal amount equal to €300,000,000.

The Offer, which is being made simultaneously with the New Notes Offering (as defined below), is in line with the Offeror's proactive management of its capital base. In addition, the Offer will provide liquidity for investors tendering their Existing Notes and offers to holders of such Existing Notes (the “Holders”) the concurrent opportunity to redeploy funding into the Offeror's proposed New Notes.

OVERVIEW OF THE OFFER

Banco BPM today announced an invitation to holders of the Existing Notes to tender any and all of their Existing Notes for purchase by the Offeror for cash. The Offer is subject to the terms and conditions, and to the offer and distribution restrictions, set forth in the tender offer memorandum dated 17 November 2023 (the "Tender Offer Memorandum"). The aggregate nominal amount of Existing Notes accepted for purchase is referred to as the "Acceptance Amount". The Offer is not contingent upon the tender of any minimum nominal amount of Existing Notes.

The Offer will expire at 5.00 P.M. (CET) on 24 November 2023 (the “Offer Expiration”). The full terms and conditions of the Offer are contained in the Tender Offer Memorandum, copies of which are available from the Tender Agent whose contact details are indicated below. Capitalised terms used in this press release but not defined have the meanings given to them in the Tender Offer Memorandum.

Details of the Existing Notes and summary of the Offer

Banco BPM has submitted an application to the European Central Bank for authorisation for the repurchase by the Offeror of the Existing Notes in the context of the Offer and has obtained such authorisation."

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