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A small Italian pension fund is set to play a crucial role in Monte dei Paschi di Siena’s hostile bid for rival Mediobanca after it ploughed almost 70 per cent of its total European equities allocation into the Milanese bank.
Enasarco, the private pension fund for trade agents with €9.8bn in assets, built a 2.52 per cent stake in Mediobanca this year, documents reviewed by the Financial Times show.
The move, which has prompted accusations of government interference in the takeover bid from opposition lawmakers, looks an outsized bet by the fund, according to people with knowledge of its investment mandate.
One person familiar with the fund’s workings raised concerns about such a position relative to its internal risk limits, while another added that it looked unusual. Enasarco did not respond to requests for comment.
The Italian treasury regulates pension funds and the Meloni government is supportive of the bid by MPS for its larger rival — both of which count the billionaire Del Vecchio family and construction tycoon Francesco Caltagirone among their largest shareholders.
Enasarco is limited to investing just 6 per cent of its assets in European equities, equivalent to approximately €600mn. Its Mediobanca position is worth close to €400mn based on the bank’s current share price — or 67 per cent of the fund’s total permitted allocation.
Enpam, another pension fund that at €26bn has almost three times Enasarco’s assets, owns a nearly 2 per cent stake in Mediobanca worth around €300mn.
The stakes could be critical to MPS securing approval for its €13bn deal — which is pitched at a 4 per cent discount to Mediobanca’s share price.
MPS, which was bailed out by the Italian government in 2017, said last week that it would waive a condition requiring 66.7 per cent of investors to agree to sell their shares for the deal to proceed.
Instead, the Tuscan lender said 35 per cent would be enough to gain “de facto control” of Mediobanca.
MPS is almost certain to secure approval for the deal from Mediobanca’s two largest investors — the Del Vecchios and Caltagirone, who together own a combined 28 per cent stake in Mediobanca.
Their approval would mean just another 7 per cent of shareholders would have to sign off on the deal. Cassa Forense, the Italian lawyers’ pension fund, has been an investor in Mediobanca since 2008 and also has a 1 per cent holding.
Delfin, the holding company of the late Leonardo Del Vecchio, and Caltagirone are both closely associated with the government’s ambition to build a third pillar of the Italian banking system to challenge UniCredit and Intesa Sanpaolo. The two investors are the second and third largest shareholders in MPS and Italian insurer Generali.
Meanwhile, Generali’s single largest shareholder is Mediobanca, meaning that de facto control of the bank would also give some sway over the insurer.
Mario Turco, a senator for Italy’s Five Star Movement, has criticised what he sees as “the involvement of the Meloni government and [finance minister Giancarlo] Giorgetti” in the deal, saying they have wasted taxpayer money “by throwing MPS and the pension funds into the mix just to back the ambitions of individual investors like Delfin and Caltagirone”.
A Treasury spokesperson said the issues raised by the lawmaker were “unfounded”.
“The Treasury’s powers are limited to ex post auditing of the pension funds’ financial statements [and] do not include, not even theoretically, the ability to directly influence their operational decisions,” they added.
A spokesperson for Enpam said “the pension fund makes its investment decisions based on the market and in the interest of its members”. The fund’s president, Alberto Oliveti, publicly rejected Turco’s allegations, saying Enpam has long invested in Italian banks.
Additional reporting by Giuliana Ricozzi in Rome
