Good evening. This is the conference operator. Welcome, and thank you for joining the Banco BPM Group 9 Months 2024 Results Conference Call. As a reminder, all participants are in listen-only mode. After the presentation, there will be an opportunity to ask questions. Should anyone need assistance during the conference call, they may signal an operator by pressing star and zero on their telephone. At this time, I would like to turn the conference over to Mr. Arne Riscassi, IR Manager of Banco BPM Group. Please go ahead, sir.
Good evening, everybody. I would apologize for the delay. Let me remind you that today the conference call will be focused both on the nine-month group results of Banco BPM and of the just-announced cash tender offer, public tender offer that we launched to Anima. Now, I leave the floor to Mr. Castagna. Thank you.
Good evening, everybody. Sorry, also on my behalf, I will try to keep as little time as possible to give you the presentation because you got the presentation early this afternoon, so I'm sure you have gone through the different aspects. But having such an outstanding figure to present, I will spend some of the time of this evening also to underline some of the more important aspects of our 9-month results, especially because some of them are very much linked to the second announcement of the evening.
Sorry again for being able to present only a few minutes ago the press release on our public offer on Anima, which is very much consistent with our business plan, with our industrial plan, which was clearly focusing the growth on the product factory and the opportunity to launch this offer on Anima will increase even more the results of the group over the planned horizon and balance even more the total revenues between NII reduction and growth in core commission and stakeholding participation. Let's start from page 6, some outline on the main figure. The Q3 was very good both in terms of normal activity, where we had a growth of 19% over the last quarter. On top of that, we also registered, as was very well known, almost EUR 500 million of capital gain on the Numia transaction related to the payment service.
This allowed us to be confident to overperform the EUR 0.95 for full year 2024 EPS previous guidance, which we increased from EUR 0.90 last quarter. The board today approved also the interim dividend for EUR 600 million, EUR 0.40 dividend per share on EUR 0.75 dividend per share already matured in nine months 2024. The total payment of dividends paid out in 2024 grew to EUR 1,450 million, which is EUR 150 million more than the original planned guidance. Also, the outlook is very good thanks to the reduction of the sensitivity of NII of EUR 50 million from EUR 250 million to EUR 200 million. The progressive deployment, which we start already to register in 2024 and will continue in 2025, on top, of course, of the transaction that we anticipated, which will have full steam in 2026.
Also, on the de-risking side, we are ahead of the plan, and we have also matched the de-risking with the disposal for EUR 300 million consideration of non-instrumental real estate assets, all paid into the Q3 results. These results have been obtained through core revenues increase of 6.7% vis-à-vis 9 months 2023. Let's consider that the business plan had a forecast of 1% per year, so we are also in this respect ahead of the plan. Gross NP ratio reduction of 18% year on year, anticipating EUR 620 million of NP disposed in the first 9 months 2024 with respect to EUR 700 million of total NP to be disposed that we will complete by year-end. Common Equity Tier 1 increased 132 basis points in 9 months 2024, considering also a negative effect on the Numia transaction related to the increase of our stakeholding participation for a consideration of EUR 300 million.
The Common Equity Tier 1 ratio stands now at 15.48%. Two important transactions well on track. The first one we already talked about, Numia, which was closed on the 30th of September 2024. We will discuss deeply about that in the next page. But I take this occasion to eventually present a very good result also in the life insurance business, where we increased our performance from EUR 15 million of H1 2024 to EUR 71 million of revenues coming from this activity with an acceleration in Q3, including reversal in loss component for EUR 18 million, which was negative in H1, has now been reversed. So the total increase was of another EUR 56 million. Some figure on page 8 about the standing point vis-à-vis the last year and with respect to the target of the plan.
Both total revenues are up 9% on the plan, 8% on last year results, with the contribution from the key product factories already in line with the big increase that we forecasted when we presented the business plan. Let's remember that we forecasted an increase with this activity of EUR 260 million over the planned horizon. EUR 80 million of that are already reached in the first nine months of the year. Pre-provision income stands at EUR 819 million, 12% above last year, nine months, and 19% above the average quarter of the business plan. We already talked about cost of risk, 40 basis points out of the 45 basis points of the plan, as well as cost income is below 47% with a target of below 50 from the strategic plan. Just two numbers about the Numia deal. I would not consider the left side of the slides, which is quite clear.
I would stress some activity that we started only in September this year, so only one month of activity in Q3. We were able to switch in September, October this year, 46,000 POS from the previous partnership to Numia out of the 140,000 POS, total 40,000 POS . But these, of course, were the most interesting in terms of transaction. And so that means that we have switched already to Numia more than 65% of the total retail acquiring volumes, which in turn represent the retail volumes, 80% of the total transacted by the bank. We will be very confident to complete by the first part of 2025 also all the migration of the remaining POS . Let's go to page 11. Some figures. I would underline only some of these numbers. A very good Q3 result in interest income higher than Q2, with 9 months higher 7% on last year.
Very sound also the commission, only 2% in the quarter below the previous quarter, but 4% above nine months 2023. A strong result, as I was mentioning before, from insurance, where we passed from EUR 15 million in H1 to EUR 71 million in nine months 2024. This was mainly through the possibility to start offering to our client the new product. We have already placed in these first two months almost EUR 500 million of product, which balanced the request of this investment on the old product, which together with the decrease of interest rate brought a revaluation on CSM of the company of EUR 71 million in the first nine months, which will lead to reach the guidance for 95, which is between 95 and 100 million.
Very happy to confirm this number because in the first half of the year, of course, we had to cope with the difficulties of not having product to propose to our client. Core revenues up 7%. Total revenues with a good performance on NFR thanks to the coverage of the portfolio of the bank, of the deposit of the bank, and on the Govies of the bank, which grew to EUR 226 million, EUR 100 million more the result of last year, as well as also the figure of this quarter is almost EUR 100 million higher than last year. Operating cost in line with last year, considering the effect of the cost of personnel, which, as you know, increased for EUR 75 million during the first 9 months of this year vis-à-vis last year, which brings to a pre-provision income of 18% quarter on quarter and 12% on the year-on-year comparison.
Loan loss provision in line with the previous quarter at slightly above EUR 100 million and EUR 300 million for the whole 2024. Pre-tax profit grew to 21% year-on-year and 18% on the quarterly basis. After tax, we have a net profit, which is 20% year-on-year and 15% higher quarter on quarter. Of course, we have also the one-off of EUR 456 million, which is mainly due to the Numia transaction, which brings the final result to slightly below EUR 1.7 billion stated, and without the Numia transaction, EUR 1.245 million adjusted. Let me just remind that this figure is equivalent to the net profit of the whole 2023. Let me go to page 13 directly in terms of NII because these are the actions we implemented in order to get the good results we showed on the profit and loss. We have increased to EUR 21 billion the replicating portfolio.
We have already started forward another EUR two billion of current in order to try to reach the target of EUR 25 billion, which we had in the business plan. Also very successful in this respect was the switch that we did in the first six months of the year from non-indexed to indexed current account. This has allowed us to reduce massively the rates quarterly of more than 50 basis points as far as the indexed rate, and having switched also the more priced non-indexed rate, also this rate came down from 26 basis points to 10 basis points, leaving, of course, to the results that we showed in the presentation. These are the drivers on the sensitivity, then we have very strong drivers also in terms of effect on the forecast of the future NII.
As you may know, we have a big upgrade in terms of credit rating confirmed also by Standard & Poor's with a one-notch upgrade during October. And this is leading to a global savings of EUR 100 million through the plan in 2026 in terms of lower interest paid in our wholesale issuing. The same with respect to the time deposit. We are still at EUR 1 billion time deposit issued with a target for this year of EUR 4.5 billion and a total target of EUR 9 billion. Let me remind that every billion of lower issuing of time deposit, we save with respect to the plan EUR 15 million in 2026. And this, of course, is to be added to the EUR 100 million of the wholesale funding. Financial assets very strong, EUR 8 billion of increase during the year.
We have to complete the plan basically another EUR 8-9 billion, but we have the next two years to do that. Core direct deposit looks like to be down EUR 1.5 billion. This is the effect from one side to the already announced reduction of EUR 2.7 billion of institutional customer deposit, which were priced Euribor Plus, which are not anymore in the balance sheet since July. And also on a strange calendar effect, which the day after the 30th of September brought back to us EUR 1.4 billion due to the receivables. Let's say that end of October, we were already back to EUR 100 billion of core deposit. In terms of loans, we are, as all the market, registering a reduction in terms of loans to clients, especially with financial counterparties. Meanwhile, non-financial corporates are standing more or less at the same level of beginning of the year.
Let me remind that this slow pace on loans is allowing us to improve the quality of portfolio, where we have 55% of non-financial corporates secured, 28% with state guarantee and 27% with mortgages. The recovery with the interest rate reduction in September, October brought already in October some more activity, especially in mortgages. And we have a new lending for EUR 1.8 billion in October. Fees and commissions, we already mentioned, and maybe I can go through, only remembering that as investment product fees, we did the same result in Q3 as in Q2, in which Q3 is very much affected by August. But nevertheless, we were able to obtain a very good result. The EUR 10-12 million that are missing from Q2 to Q3 are related to lower commissions from the almost terminated impact of Ecobonus and Superbonus. Cost/income below 47%, 46.7%, still impacted by staff costs.
As you know, we have from one side the impact of the new labor contract, which amounts to EUR 75 million and will account for almost EUR 100 million end of the year, with EUR 25 million each in 2025 and 2026. Unfortunately, we don't have yet reached an agreement with the union, so I cannot bring you the countermeasure that we have already determined in order to reduce thanks to the early retirement scheme and the early possibility to have early retirement also not authorized by the union, but through individual agreement with our colleague, which should bring in any case to a reduction over the year of the announced 800 people. I think we already spoke about the NPEs. We are now at EUR 3.2 billion, EUR 1.9 billion of UTP, EUR 1.3 billion of bad loans. More than EUR 800 million of these EUR 3 billion are loans guaranteed by the state.
Of course, these reduce the collateralization of the total NPEs, which without the state guarantee would be at 74% for bad loans, 44% as UTP, and 54% as total NPEs. The recent transaction of further disposal reduced a bit the coverage, but reduced also the vintage of our NPE portfolio, which went down from 3.5 years to 2.7, and especially in bad loans from 5 years to 3.8 years. I will leave to Edoardo Ginevra some comment from the financial.
Yeah. I would go very fast on the main items, which did not show significant change versus the previous quarters, especially in page 18. You will see that most of the indicators and aggregates that are shown in this page are very similar to the level they had in June.
One noteworthy point is that in terms of ESG bonds share in the corporate proprietary portfolio, we are already at 35.4%. It was 29.1% at the beginning of the year, so going directly to page 19, some points here worth mentioning. First, the improvement in February of the comprehensive income reserves, which now, net of tax, net DTAs are at 427. They were at 492 at the end of June, and most of all, the positive evolution of the net financial result that was already commented by Giuseppe in the page on the overall P&L. Here, the main driver of this positive evolution is the contribution to P&L of hedging strategies we have deployed since the first months of the year to counterbalance the impact of reducing rates.
Those strategies, basically based on options or swap options, provided a negative contribution in the second quarter against an increasing trend in the mid part of the yield curve, but a very positive contribution in this third quarter against a reduction of the negative cost of funding of certificates, leading us in the forthcoming future interest rate environment to forecast a neutral evolution of this overall basis of this component of the P&L, whereby the cost of certificates is expected to be, likely speaking, offset by the positive components also going forward. On liquid and funding position, which is page 20, we want to highlight the improvement in ratings already mentioned in the first part of this presentation, with S&P very recently upgrading to Triple B, one notch, and latest from Morningstar this week improved to positive outlook or positive trend, as it is called by that agency.
Liquidity level is at EUR 49 billion, LCR 153%, and NSFR stable. MREL buffer, important to note, is above 11 percentage points. Page 21, let me spend a few words on the evolution of capital. We started the year at 14.16. We are now at a very important level and outstanding level, I would say, over 15.48. This was the result of 300 basis points, 300 basis points of organic capital generation from P&L. Two-thirds of this is the reduction due to dividends, plus a small negative contribution from the coupons on Numia transaction, which was, of course, accounted for in net profit, is also generating an impact, as we have communicated to the market, due to the deduction of the participation, 49 basis points. The evolution of reserves, I commented a couple of slides before here, contributes possibly for 12 basis points.
Synthetic securitization, which we have been using since 2021 regularly to improve our capital position, gave a contribution of 28, sorry, basis points. Then there is the impact of the other components, including those regular impacts, which we have communicated in the previous quarter for a positive amount of 52 basis points. MDA Buffer is at 641 basis points. Tier 1, 17.7%, tier total 20.7%. Important to note that on top of the current very abundant level of capital, we have also additional tailwinds created by those items that are currently deducted and that in the future are expected to be progressively used for creating additional capital. I'm referring to DTAs and to comprehensive income reserves. The order of magnitude is above 300 basis points. Half of these 300 basis points will materialize into capital by 2026. For the financial remarks, I'll leave the floor to Giuseppe.
Yes.
Very quickly, basically, this performance is also in a situation where interest rates are going down much quicker than we expected, allow us to be very positive on confirming the EUR 6 billion target of the plan, also with an average Euribor at 2% in 2026. So meanwhile, the plan was more or less 3% of Euribor in 2026. We are able to confirm that we will be able to reach the same result with a fast reduction, quick reduction at 2% in 2026. This come, of course, from the good experience of these first nine months. As you can see on the left side, we were expecting 90 cents of EPS as a guidance in the business plan for 2024.
With an Euribor environment at 4%, we have been able to improve to higher than EUR 0.99 with an Euribor that we expect end of the year, an average 3.5-3.6%. This gives us, together with our reduced sensitivity and with the work progressing on the product factory, to be really consistent in confirming our overall result. On the right side, again, this strong increase in capital, of course, gives us room for the distribution of dividends. We already anticipated over-delivered EUR 150 million over the plan, and with a total dividend yield for 2024 overall of 15%. If we annualize the interim dividend distributed with the approval of today, we will have a 12% dividend yield annualized. We are confident to be still ahead of the trajectory towards the EUR 4 billion cumulative remuneration target for our shareholders. This, of course, is on a standalone situation.
Let me spend, of course, another 10 minutes about the announcement we have just brought forward, the voluntary public offer on Anima stake. This for us is a transformational deal which will strengthen our business model and delivering value for our shareholders. We are creating through Banco BPM Vita an integrated life insurance and asset management champion in Italy, which will rank at the second place amongst the bank with a total asset under management, EUR 217 billion.
Combining our first-class distribution, especially in the north of Italy, where we have a market share of almost 10%, with the more than 100 agreements that Anima has in place with distribution partners, and with a very attractive value proposition for our shareholders, for which we will increase our ROTE pro forma in 2026 from 13% to 17%, with an offer to Anima shareholders, which is 25% higher than the average of the last six months. Why is there a very solid industrial rationale for this transaction? First of all, we will strengthen Banco BPM Vita as a life insurance and asset management product factory of the group, coordinating the offer of life insurance and asset management products, which we know are so close and so complementary to each other in the offer to our clients.
We'll increase the efficiency in managing also Banco BPM Vita and Vera Vita reserves and asset and exploit the potential economy of scale and scope to integrate a product development and a more efficient risk and investment strategy. Let's only consider that the asset under management insurance activity in Banco BPM Vita will grow from the current EUR 60 billion to the 90 from 16 to 90 billion after the Anima transaction. This is, of course, as I mentioned before, in full continuity with our strategic plan. The business model allows us to have an integrated and complete product offering, addressing client financial needs throughout the overall life cycle, allowing also BPM to benefit from an increase in profit and loss contribution thanks to the additional commission and full consolidation of Anima earnings.
We will grow the revenues coming from the key product factories of the group from EUR 800 million of 2023 through the EUR 1.2 billion forecast in 2026, up to EUR 1.6 billion thanks to the potential success of this offer. This will also reinforce our business model because we'll give more resilience and more visible delivering in terms of revenue growth thanks to the support of a more consistent activity in life insurance and asset management, with a more diversified revenue source, which will compare more the contribution from fees on the total core revenues, growing from the 37% of 2023 to more than 45% by 2026. With Anima, you know very well, is the largest independent asset manager in Italy. Almost 200 billion of assets under management is, as of 30th of June, I think, with the results of today, is well above 200 billion.
More than 100 partners distributing product and 1 million clients distributing Anima product, of which half of them are already our clients, 300 investment professionals, balanced retail and institutional asset management mix with the recent acquisition also of alternative products through Castello SGR, and wealth management with the acquisition of Kairos. Strong contribution of life insurance activity, which accounts for 84% of institutional asset under management and 45% of the total asset under management. Stable long-term commercial agreement with a primary Italian financial institution. Let me remember that the main shareholders of Anima, apart from us, with 22.4%, are Poste Italiane with almost 12%, FSI with almost 10%, and Caltagirone Group 3.5%. On the right of the slide, you will see the asset under management mix, basically 50-50 retail and institutional, of which, again, the insurance contribution is almost 50%.
Let me just give you the reason why we think this is. We can be considered the perfect player for having such a combination. We have been together with Anima since 2007, when firstly Banca Popolare di Milano acquires a stake in Anima, and the following year, BPM launched a public tender offer on Anima, subsequently delisted in 2009. Then, in 2009, Anima merged with BPM Gestioni SGR, which was the asset manager of BPM. In 2010 and 2011, we completed the merger with Prima SGR, which was the asset manager of Monte Paschi, and Anima SGR was put under the control of Anima Holding, which had as shareholders Clessidra with 38%, BPM 36%, and Monte Paschi 23%.
Anima Holding, since 2014, has been listed in Milan Stock Exchange, and after the merger between Banco and BPM, acquired also Aletti Gestielle, which was the previous asset manager of Banco, resulting with a stake below 15%, which over this year, we grew up to 22.4%. The relation with Anima is a relation with a contract between us and Anima, which stands for a strategic partnership of 20 years. This was due to expire in 2037. Anima is already managing 75% of BPM total asset under management, and BPM contributes 35% of Anima's retail under asset management and 40% of retail net fees of Anima. Anima and Banco have already many activities in common. We have a preferential access on an exclusive basis to the BPM network for the distribution of Anima product. We have an exclusive partnership for the delegated management of asset underlying insurance product.
Let me remind you that we have a commercial agreement, which is subject to the change of control of Anima. That's why we feel that we can be considered a natural partner for Anima, ensuring full continuity to Anima trajectory while offering a strategic benefit of financial conglomerates. We also think that this reason could consider this offer friendly from Anima board. Let's also give you what will become the activity in financial asset of the group with the Anima transaction. We will pass from EUR 235 billion to EUR 387 billion of financial asset, of which EUR 217 billion will be asset under management, giving to our group the second place in the ranking of Italian banks in terms of asset under management. Some few words about the positive impact that this transaction can bring for all the stakeholders. Let's say that shareholders would have an attractive consideration fully in cash.
Of course, this is related to Anima shareholders with a significant premium equal to 25% higher than the average of the last six months. For the distribution partner, they will leverage on a strong and stable partner with a complete range of products, including life insurance and part of a large diversified group with strong presence in all segments. For our customers, because they will benefit from the improvement and expansion of the product offering to a more integrated coordination between life insurance product and asset under management, leveraging on the expertise in the creation of Ramo Primo and Ramo Terzo products. For the employees, of course, which will have much more opportunity of professional growth and from the community, being Anima very much engaged as well as we are in strengthening the ESG investment and the approach to the financial education under ESG engagement.
I will leave the floor to Edoardo for some financials about the transaction.
Thanks very much, Giuseppe. Let me start with the description of the transaction. Technically, the offer is being launched by Banco BPM Vita, our insurance-controlled entity owned by Banco BPM at 100%. Banco BPM Vita is launching the offer, which is on all the ordinary shares of Anima, including treasury shares and including also the shares that might be issued in the future by Anima between now and the end of the offer period to service the long-term incentive program that has been approved in the previous months by the General Assembly.
The price of the offer, the price is EUR 6.2 per share, which represents for us a very interesting premium on the six-month average, which, in our view, considering the overall evolution of the market and relative performance of the share price, is the most qualified indicator to assess the attractiveness of the offer. Let me also mention that the premium is 5.8% above 12-month average. At the end of the offer, we will also make sure that Banco BPM sells 22.4% stake that currently owns on Anima, so that all the shares in our, of course, ideal scenario, 100% of the capital, 100% of capital of Anima Holding will be held through Banco BPM Vita.
On our side, Banco BPM will make sure that Banco BPM Vita is provided with the needed level of cash with an equity injection so that cash will be available to pay for the shares included in the offer. Financial impacts. The deal offers very attractive terms also for our shareholders, given that it will not only originate an EPS accretion of 10%, but more importantly, as mentioned in the initial page of this document, this presentation will lead to an increase in the return on tangible equity of around 4 percentage points from the landing point in 2026 of 13.5% to a level which will be significantly above 17%. At the same time, this will happen with very limited capital consumption because the overall impact of the deal is as limited as 30 basis points calculated at the expected closing date of 30th of June of next year.
Main indicators at P&L level provide also the quality of revenue composition, offering indications that this deal will improve and make more solid the overall business model of the group. Net fees are expected to be raised around 20% versus the standalone level embedded in our plan, and net income around 10%, and finally, the composition net fees, the composition indicator net fees on the total of NII plus net fees, which in the plan was supposed to be raised to 41% from original 37%, will grow for an additional four% down to a level which will exceed 45%. These numbers are not including synergies, are not including any additional contribution from the combination of the two entities. There are, on top of these numbers, to be considered some very interesting optionalities. First of all, Anima internal market share.
15 billion of the total assets under management of our clients are not currently attracted by Anima. So this could be an opportunity to expand the volumes of business of the asset manager. Similarly, we have now EUR 49 billion of assets under custody under administration that may be used to be converted into Anima asset under management. The second point of synergy is the distribution capacity. We will be able to develop an offer, Banco BPM Vita products, to Anima's distribution partners, and we will use the combined force of Anima and Banco BPM Vita for promoting additional commercial agreements or attracting potentially financial advisors networks, so financial advisor groups of financial advisors.
Synergies may be created also in the affluent and private banking segment where we are active with Aletti and Anima, of course, with Kairos, and also in the area of alternative where we have recently established Banco BPM Invest that can be synergetic with Anima Alternative. Finally, product development capabilities to serve our own network will expect them to be enhanced and enforced by the combination within the financial conglomerate. Worth noticing in this context that Anima is already currently outperforming our business plan, especially thinking that the consensus in terms of net profit is EUR 180 million, and by the way, this year is going much higher than this consensus, and whilst in our plan, we embedded EUR 160 million with a share contributing for our share of 22%. In terms of the offer, as I said, the entire share capital is a target.
Number of shares is the total number of shares, including those treasury shares, including those that might be issued by Anima in the context of the offer for the long-term incentive plan. Offer price already commented EUR 6.2 per share, cum dividend, to be considered cum dividend. Financing also all in cash, as already mentioned. Important to highlight that there are some conditions in the offer, a minimum acceptance level of two-thirds, 66.67%, conditions that are customary related to MAC and to regulatory approvals, and the fact that we need to obtain all preliminary authorizations, including those concerning the Danish Compromise. Timeline of the deal. Today, we have sent the notice according to the law, Article 102. By end of this month, in 20 days, we need to file the tender offer documents.
We expect to receive the regulatory authorizations in February or March, between February and March, and then to receive the authorization by Consob in March as well. So that we'll be able to complete the overall transaction by half of this year, by mid-2025, ending the tender period and settlement of the offer. So this concludes our presentations.
Yeah. So if you like, we're ready for a Q&A session. Thank you.
Thank you. This is the conference operator. We will now begin the question and answer session. Anyone who wishes to ask a question may press star and one on the touch-tone telephone. To remove yourself from the question queue, please press star and two. We kindly ask to use handsets when asking questions. In the interest of time, please limit yourself to two questions only. Anyone who has a question may press star and one at this time.
The first question is from Noemi Peruch of Mediobanca. Please go ahead.
Good evening. Thank you for taking my question. So I have some on the application of the Danish Compromise squared on the Anima deal. First of all, I would like to ask you, what is the final size of the equity book of BPM Vita post-capital increase that you assumed in the 30 basis points impact? And if you could, please comment on the treatment that you assumed for the goodwill currently on the balance sheet of Anima. And also, if I may, a third on cost synergies and potential desynergies and whether operationally you are planning to merge some of your businesses into Anima. Thank you.
Thank you very much, Noemi. So for the equity book of Banco BPM Vita, if I understood correctly the question, let me check.
The capital increase in Banco BPM Vita will fund, of course, the overall, both the increase in the participation for the 77%-78% that we don't own, and the amount that is currently held by Banco BPM. The total amount of capital increase is expected to be slightly higher than EUR 2 billion. The current level of Tier 1, to give you an idea of Banco BPM Vita, is around EUR 800 million. The increase in capital in Banco BPM Vita will be on top of these own funds. But of course, we will deduct from the capital of Banco BPM Vita the amount of the goodwill that will be created by the deal for an amount of EUR 1.9 billion. This amount of the goodwill is deducted only for Solvency II treatment, not for the Common Equity Tier 1 treatment, which will remain attracted by the Danish Compromise regime.
So this means that the whole of the additional participation in Banco BPM Vita, be it represented by goodwill or by fair value of the assets of Anima after PPA is conducted following the acquisition, will be treated as RWA and risk weighted at the Basel II, Basel III plus risk weight of 250% following the completion of the deal on a fully phased basis, whilst on a phase-in in the first year, it will be treated at 100%. So I think I replied also on the goodwill on balance sheet of Anima because at the end of the day, we will simply sell the participation to the insurance company, and we will mark this participation to the fair value originated by the new share price that is the share price implied in the offer.
Cost synergies, we expect them to be limited, and given that we want to be as effective as possible in the integration of the skills and capabilities of Anima, we are not here to extract enormous value from this deal on cost synergies. Of course, there could be a reasonable amount, but we prefer not to include them. These synergies, maybe you want to be more specific in saying what you have in mind so that we can elaborate. Noemi.
Thank you. My question was more about the assumption of the current perimeter of Anima. If you assume that it will remain intact or not.
No, Noemi, I didn't hear you.
I was wondering if you assumed that the perimeter of Anima will remain the same as it is now. Thank you.
The perimeter?
The perimeter of Anima of distribution.
Oh, yeah.
So, you refer to potential distribution, sorry, the synergies in the commercial agreements of Anima with the distributors?
Yes.
Okay. No, sorry. Sorry. Now I understood. I don't know why, but the audio is a bit disturbed. So we expect to start working as soon as possible with the current distributors of Anima. We believe that there are all the right preconditions to continue and even expand the current relationships that have been so productively maintained over time by the company as we ourselves experienced. So we are definitely very confident to preserve the P&L and to even improve over time.
Let me add only that as far as we know, there are no change of control apart ours, and the contracts are all long-time contracts, I would say, from 2013, so we'll have all the time to try to negotiate new opportunity of expanding the duration of the contract.
Thank you.
The next question is from Pamela Zuluaga of Morgan Stanley. Please go ahead.
Hi, good afternoon. Thank you very much for taking my questions. I have one on results and the other one on the Anima transaction. The first one, we've seen insurance relatively muted until Q2. You were flagging last quarter that you expected a delay in the contribution until the full generalization of the joint venture. So I was wondering if you could give us some color on the drivers behind the steep jump that we saw in Q3 and how we're expecting this line to evolve into Q4 and into 2025. And the second question on Anima, I imagine that you have already discussed with the regulator the application of the Danish Compromise, of course, for this specific transaction.
But I was wondering if there is any limit on how much Anima could potentially continue growing. Could it jeopardize then the application of the Danish Compromise? Thank you.
I will go ahead with the first question. The driver resulting Q3, as we mentioned in the presentation, comes also from the reversal of the Loss Component, which out of EUR 56 million accounted for EUR 18 million. So we cannot count for the next quarter this amount. But I would say an average of 30-35 million is what we expect for sure for this year, bringing the total consideration of insurance life contribution to almost EUR 100 million. And I can say that we have a target for 2026 of EUR 160 million.
The second question, if I understand correctly, Pamela was on the growth of Anima and the risk to jeopardize the Danish Compromise. Is it correct?
Yes.
I was wondering if there is any limit in terms of the size of Anima for you to apply the Danish Compromise.
I mean, the rules are very clear after also the Q&A from EBA that was issued in, I think, December last year. So the rule says that you have a participation in insurance, and this participation is subject to Danish Compromise. Of course, we believe you need to prove the real industrial rationale, but after observing recent developments in the market, we believe that this has been already the case for very similar deals, and we are not probably the first one creating and extracting synergies from the integration of life insurance and asset management. We obtained already the Danish Compromise for our financial conglomerate.
This means that we've been verified in all the prerequisites, and we are only in the additional point that is related to this deal is that we want this to be confirmed by ECB before the end of the offer period so that everything is clear and there are no uncertainties on the regulatory treatment.
The next question is from Antonio Reale of Bank of America. Please go ahead.
Hi, good afternoon. Thanks for taking my question. First of all, well done to everyone, to the management team. I think this is a great move, and I think especially at this point of the rate cycle, even more so using a regulatory framework, which is, of course, attractive. I have three questions, please.
The first one is a large chunk of Anima's AUMs are mandated by Poste Italiane, and that constitutes the bulk of the insurance-related assets under management, which I guess are a key part of you being able to make an industrial case for this to be acquired by your life business, Banco BPM Vita. So my question is, what gives you the confidence that those AUMs from Poste will continue to stick around? The second question, which I guess is related to my first one, is, have you reached an agreement with the main shareholders of Anima? You've mentioned key shareholders such as Poste, FSI, and Caltagirone. And lastly, you're clearly aiming at creating a new national champion in Italy. That's, I think, what you've put on the slides, and I think that comes with a clear industrial vision.
Now, does this transaction prevent you in any way from participating in bank consolidation in Italy? Thank you. In?
Okay. About the first question, of course, we have a very good relationship with all the other shareholders of Anima, but we didn't mention the transaction to anybody up to the 6 and some minutes past this evening. We will be in touch with everybody. The first aim for us is to have the possibility to consolidate in order to have a unique industrial proposition for this activity, life insurance and asset under management. We will be very happy also if some of the current shareholders will remain into the shareholder team. But of course, the offer is valid for everybody.
Afterwards, I think we will have, when this will succeed, we will have all the opportunity not only to remain and to get the current contract, but possibly, due to the strength of the new entity, also to increase the activity with our partner. This transaction may push consolidation. This transaction is part of the consolidation because, of course, we always claim that we are on a standalone path, but with a big commitment to increase our product factory activity and component to the production of revenues in terms of commission. So we think this is a first step, very important. We already announced that we will be looking for opportunity in banc assurance, in asset management, as we did in the last quarters, and for sure, we will continue this way.
Once we will be a consolidated asset or product factory, this, in the future, can bring also to a higher capability in distribution because, of course, now we are more distributor. At least we were only a distributor until last year. Now, building up the different product factory, we are more becoming an integrated bank and product factory. And of course, the distribution will be one of the potential activities we will exploit in the future. Edoardo already mentioned financial advisor and opportunity with maybe banks who want to reach some more agreement on a complete range of product.
Thank you.
The next question is from Fabrizio Bernardi of Intermonte. Please go ahead.
Good evening to everybody. Most of my questions have been already answered.
I just want to focus on the commercial basis of the deal because, let's say, I understood Anima is or was a technically independent asset manager, which was, let's say, the DNA of the company. Now you are bidding for, let's say, at least 67% of the capital, and the stock is trading slightly below EUR 6. You are offering EUR 6.2 dividend. But my question is different. It's on the commercial basis of the company. What I'm asking is if you had something like, sorry, a commercial commitment by the other, let's say, franchises that are, let's say, using Anima in terms of asset under management company in order to, let's say, preserve the NAV of the company.
Of course, again, I repeat what I answered before. We couldn't have contact on this transaction with other distributors. We know the main distributors of Anima.
We know that the contract are long-lasting contracts. We feel that we have all the opportunity to increase and to improve the capability already shown by Anima to improve number and volume of such distributors. We never said that we want to be the only shareholders of Anima. We will also be open to give opportunity to whoever wants to join this activity and leverage in the distribution of the new life insurance and asset management factory, which in our view has to go together. So we are adding a very important asset to the Anima's current activity.
Yes, Mr. Castagna, I understand that there is a clear industrial rationale in the deal, apart from the fact that you have more or less 20% of the company, but 40% of the NAV of Anima is, let's say, made by Banco BPM.
There is, let's say, a trade-off between what you gain and what you are giving to Anima. The deal is very clear. Even the Kairos deal is probably goes in the same direction. My fear, if I can, is that the other franchises that are distributing products of Anima are doing this not on an exclusive basis. They technically can sell whatever they want. Anima is just a more, let's say, direct or specified access to the franchises. But this does not mean that they can sell, for example, Poste other products. This is my only fear, but the industrial rationale is pretty fairly clear.
No, thank you. Of course, we have to examine all the opportunities, all the risks. On the balance of these two things, we think there are more opportunities than risks. Anima franchise is very good in terms of relationship with distributors.
It's the only one who has experienced years of activity in this respect. We don't feel it's so easy for any distributors to switch because there is no more an independent, but it's inside a very strong new franchise, which, of course, adds more product to Anima offer. So in my opinion, there are more up rather than down, but of course, it's a risk that we have to face. Luckily enough, as I said before, we have many years ahead of us in order to have the opportunity to bring on board the other activity, the other commercial partner.
Thank you very much.
The next question is from Hugo Cruz of KBW. Please go ahead.
Hi. Another question about Anima. I mean, the deal looks very attractive if you have a 30 basis points capital hit for 10% EPS accretion. And so the premium is not that high.
And so it raises the question, can you pay more, can you raise your offer if you don't get enough bids? And also, I would like to understand more your comment about we'd be happy to have other shareholders in Anima. It sounds. I see the offer is conditional on getting 66.67% acceptance. But does this mean you're actually not necessarily looking to delist Anima if you take control? What are your thoughts on that? Thank you.
Let me answer to the first part of your question. No, frankly speaking, we don't think it's low because, as you maybe have seen during the last months, of course, there was Anima considered a potential target, especially after the BNP transaction. This, of course, helped Anima to increase share price.
We feel, as we mentioned before, to be the most probable potential buyer, especially on a potential friendly transaction with Anima. The volumes dealt by Anima on the market are very low every day. So whoever wants to capitalize a good offer, all in one with a strong opportunity, I think has a very good opportunity to make a capital gain out of this transaction. With different situations or with a different behavior on the market, I think the price, the potential attraction of Anima could be not the same. So I think it's an opportunity for everybody. Of course, we try to get 100% of the company. But again, if an institutional shareholder who is also linked to the commercial activity wants to stay into the shareholder structure, we will be very happy to accommodate.
Thank you very much.
The next question is from Andrea Lisi of Equita.
Please go ahead.
Thank you. Just another question on Anima related to the previous point, related to the possibility of other shareholders to be in Anima under Banco BPM. Is the threshold of the 66.7% waivable or not? So is a condition necessary for the offer to go on? This is the first question. Another question is instead on the results of the quarter. That is on SG&A that were well down quarter on quarter. And I want to ask you if there is something different or something off, and what should we expect on the evolution of SG&A going on? And lastly, if you can repeat regarding the net financial result, is it correct that the assumption overall should be broadly close to zero for the next years? Thank you.
Yes. I start to answer. So I described the evolution of net financial result.
Given the moderation in the interest rates that is expected in the next year with a level which is between 200 and 250 bps for the 1-year Euribor, this will help reduce the cost of funding for certificates. In such scenario, we expect to compensate largely, so to speak, the negative contribution from certificates with the positive trend of the other NFR components. This, of course, without taking into account valuation effects from hedging strategies that will depend on swings, ups and downs of the other rates. The indication is that while in the previous strategic plan, we had a higher interest rate scenario, and this led to an increase, sorry, a negative contribution of net financial result in the order of EUR 90-100 million. Now, this contribution is very close to zero.
It is expected to be more or less neutral for the reasons I mentioned. On SG&A, on general cost, we had a very good quarter. I wouldn't say we had some one-offs. It was the outcome of a number of cost mitigation actions that we have implemented. I expect these to be slightly different, but not to a significant size in the final quarter. We may have a limited increase, single digits, something like EUR 5 million or like that. On the deal, if I understood correctly, your question was, what is exactly the condition in terms of share of the capital of Anima? The condition is the following. We want to obtain two-thirds of the capital, of the share capital, and this is the condition which, if not reached, allows us to withdraw from the offer. This is an option for us.
This means that we can also consider lower level of adherence. But of course, we are here to buy all the share capital of Anima. The purpose of the offer, if you read the document, is the delisting. So this is the transaction aimed to obtain full control of the company. Conditions are a different story. They say that the conditions say that even we accept, we would accept the result even to a lower level. If the level is too low, we reserve the right to withdraw from the transaction.
Thank you.
The next question is from Luis Pratas of Autonomous Research. Please go ahead.
This is Luis from Autonomous. Thank you for taking my questions. The first one is on Anima. Could you please explain the ROTE improvement walk from the 13.5% to 17% from this deal?
Basically, the moving parts on the numerator, but also on the denominator. And my second question is on capital. You indicated in the past that you could think about releasing excess capital only after you book the large Basel IV impact. Could you please confirm if this rationale still holds true at this stage, especially considering this life offer for Anima? And if you could also update on the current expected Basel IV headwind and any potential mitigation action? Thank you.
Okay. So on the moving parts, basically, there is a numerator and denominator component. On the numerator, we took a consensus level of net profit from Anima. We deducted the contribution to our own standalone P&L, which is included in our pro forma in our business plan, so in the numbers of the business plan.
After we added the number, this is the expectation of net profit before any types of synergy and considering also, of course, the cost of funding for the cash included in the transaction. On the denominator, we recalculated the tangible book value of the bank, rolling forward the numbers of the plan, which is what we did already one year ago when we presented the objective, the targets, and including the impact on goodwill of the acquisition of Anima. So deducting from the overall level of the tangible book value. On Basel IV impact mitigating actions, so before going to the other question on excess capital, we are deploying a plan, developing a plan that has multiple areas of intervention that range from the management of relationships which become too capital consuming that generate an excessive consumption of capital in the new environment.
So, for example, large corporates that transition to a foundation approach for LGDs and/or those relationships where we are too exposed into balance sheet transactions that are penalized from Basel IV. On top, we are implementing a number of actions that exploited maximum level, the opportunity to receive external ratings for our clients so that we are not subject to any risk to enter into the output floor, which is not currently included in the impact. We are studying and planning implementation of additional securitizations that may help also reduce capital absorption. We are planning to introduce some rationalization actions in the participation portfolio. Some of them are deducted from capital. Other ones are deducted from, sorry, are risk-weighted with a higher risk weight on progressive implementation of Basel III.
And on top, we periodically deploy the usual actions that are on data quality that allow for significant optimizations in the level of collateral, accounting for credit risk mitigation and collateral. So this is, how to say, the menu of the actions that we are continuing to plan and will be deployed starting from next year, bearing in mind that this impact of Basel IV is a long story during its development from phase-in into fully phased. We will, of course, adopt an attitude linked to the fully phased impact. But at the same time, we know that over time, the progressive transition from phase -in into fully phased will give us the advantage also to exploit the unexpressed capital I mentioned while commenting on capital coming from both DTAs and other comprehensive income negative reserves.
And this brings me back to question number two.
Of course, we are almost 60 basis points ahead of the plan in terms of capital. So if you consider the Anima transaction will impact 30 basis points, we think there is still a big rationale and a big opportunity to have more capital that we need, considering that the impact of Basel was already in our figure to the target point of 2026. So I think this transaction doesn't change our capability to distribute eventual excess of capital. Of course, as I mentioned before, the fact that we are strengthening our product factory activity could bring to further activity into the market in terms of distributors, in terms of financial advisors. So whatever is not fostered and dedicated to the growth of the bank will be devoted to our shareholders.
The next question is from Domenico Santoro of HSBC. Please go ahead.
Hi. Good evening. Thanks for the presentation.
A few questions. I need to agree with the colleagues. It's a great deal. And probably you are even underestimating what's the EPS accretion from Anima. First of all, I want to understand well the new sensitivity that you give for the NII, given that there are the two moving parts. So basically, probably NII will be a little bit lower and the trading a bit higher because of the component that you explained before. Is it fair to say that the EUR 100 million loss that you had in the plan in terms of trading profit will probably trend to a breakeven, if I understood correctly? First, second, you are also selling, if I'm not wrong, real estate at a loss in order to reduce the P&L volatility. So this line of adjustments on real estate that was quite large in the past.
I'm just wondering what kind of number will trend during 2025 and 2026, maybe closing to zero, and the curiosity on the EUR 15 billion that you, at the moment, you are distributing as probably third-party products. I'm just wondering what's the percentage, the lever that you are paying back to whatever is the product company at this moment. Thank you very much.
Okay. So Domenico, on the EUR 15 billion, you're referring to the AUMs that are not within Anima, correct? Exactly, yes. No, it's similar. The management fees and distribution fees that we receive are comparable. So I wouldn't expect these synergies from, how to say, the marginal contribution of those volumes if converted into Anima, definitely.
Sorry, on the opposite, you are going to save money because you move to Anima, I suppose.
Of course, of course. So there is the synergy.
So the question is, exactly, how much you pay back now to whatever is the product company or the different basically providers?
So I would say you can apply a running fee and more or less across the board to the products by category. So what is the average level of management fee that we get? I will tell you in a second. And this is more or less the exact answer to your question. At the end of the day, in whatever we do in these synergies on the 15 billion, we will continue to receive exactly the same management fee. And on top, we will get at factory level the additional revenues that currently are not recognized to Banco BPM, but are retained by the. Yeah, it's something like 90 basis points, the average level. It varies by product.
Category, for example, mutual funds as opposed to managed accounts. For the real estate, yes, we sold some EUR 300 million at a loss. Yes, in the past, we had a negative impact on this asset category. I would distinguish between two areas. One is that in non-instrumental items, we have experienced losses due to the, how to call it, to the need to stay in the market. In the real estate market, sometimes it has some volatilities. This part of our balance sheet has been significantly reduced with this EUR 300 million loss. Now we have a very limited level of remaining non-instrumental real estate assets. I may give you the number in a second. The rest on instrumental assets, most of the volatility has been generated by the interest rate environment.
And here, I would say that in the future, this could be another source of diversification, or at least of risk mitigation, because with a mitigated level of interest rate scenario, we don't expect this to become to be maintained at the negative levels of the past.
So the question is, this line in your plan, how much it was on average for 2025, 2026? Was trending up to zero?
Yeah, it was, yes, close to zero.
All right. And about the trading profit, is that?
Trading profit?
Yeah. I mean, the question was,
Yeah, now that basically you changed the sensitivity, right, of NII, but I guess, I mean, probably NII will be a little bit lower, trading profit a bit higher. So what could be the guidance for next year and 2026? I remember it was EUR 100 million loss in the plan.
Yeah, yeah, exactly.
So now the guidance is, the new guidance is still negative, but I would say in the area of single digit per quarter. So something like, let's say, EUR 20 million could be a good indication, depending, of course, on the rates.
All right. Okay. Thank you. Well done again.
The next question is from Marco Nicolai of Jefferies. Please go ahead.
Sorry, Marco. Sorry, Marco. Yeah, Marco. I found the data for Domenico. We have now what we have in terms of investment. So non-instrumental assets are in the area of around EUR 400 million-450 million.
Okay. Thanks for taking my question. So a very quick one at this point on EPS accretion of the deal. You say 10%. If I got it right, you don't embed any further synergies that you list on page nine.
So my question is, what's kind of a bull case EPS accretion you can get from this deal if you bake in some of these further optionality for value creation you have in slide nine? I don't know, for example, if you can assume some revenue synergies or maybe cost synergies on this deal.
Now, very difficult to say. That's the reason why we didn't put it in right, because it can be anything. We have also 50 billion of asset under custody that can be switched possibly. We are very much focused on our product factory, as we have shown also in the payment services on in the first result. We multiply the revenues through not only commission, but also the revenues of the product factory, we can address our network in order to maximize possibility.
On top of that, we can add to the Anima ammunition the life insurance, which is a quite interesting opportunity in a scenario in which everybody forecasts a quick reduction of interest rate and strong reduction of interest rate. So I think it's the best countermeasure we can have, the combination of insurance life and the CSM valuation under IFRS 17, which brings us value meanwhile the interest rate goes down, and the opportunity to give more strength to the asset under management deal, which, of course, is very strong when interest rates go down. This is something that should counterbalance even more easily than before the potential NII reduction under, of course, interest rate contribution.
Thank you, and congrats again for this transaction.
Thank you. Mr. Castagna, gentlemen, there are no more questions registered at this time.
Okay. Thank you very much, everybody.
And sorry again for giving you the press release so close to the meeting. Thank you.
Ladies and gentlemen, thank you for joining. The conference is now over. You may disconnect your telephones. Thank you.