Section 1 – Transactions carried out during the year

The business combinations undertaken with counterparties outside the Group are recognised by applying the principles of IFRS 3 as adopted by Regulation (EC) no. 495/2009 of the European Commission of 3 June 2009, as described in the section on Accounting policies, consolidation scope and methods, in these notes.

On 17 May 2011 Banca IFIS S.p.A. acquired control of Toscana Finanza S.p.A., following the voluntary takeover bid for the latter’s whole share capital. 77.26% of the company’s share capital accepted the offer.

Following this operation, Banca IFIS S.p.A. acquired control of the former Toscana Finanza Group, which consisted, besides the Parent Company Toscana Finanza, of its 100% owned subsidiaries Fast Finance S.p.A. and TF Sec S.r.l.

30 June 2011 was designated as the date for recognising the business combination, in accordance with IFRS 3, BC110, since this does not have a significant effect on consolidated values.

On 2 November 2011 the Shareholders’ Meetings of the respective companies approved the project to merge Toscana Finanza S.p.A. into Banca IFIS S.p.A. with the swap ratio of 7 Banca IFIS’s ordinary shares for every 23 Toscana Finanza’s ordinary shares to be attributed to the shareholders of Toscana Finanza who had not exercised their right of withdrawal.

On 28 December 2011 the merger deed was recorded in the Companies Registers of Florence and Venice, and the statutory, accounting and tax effects were applied as from 31 December 2011.

Following these operations, Banca IFIS acquired 100% control of Fast Finance S.p.A. and TF Sec S.r.l.

Here below is a summary of the main information regarding this operation.

Company Name

Operation date (1)

Cost operation (2)

Sharing %

Net baking income(3)

Net profit3)

Gruppo Toscana Finanza


46.058 (2)




(1)Control acquisition date.

(2) The cost of the operation includes the price paid for the equity investment of 44.471 thousand Euro and related ancillary charges of 1.587 thousand Euro.

(3) The income statement results shown here relate to those included in the consolidated accounts and determined in accordance with the accounting principles of the Banca IFIS Group, which are different from those used by the Toscana Finanza Group. Therefore, we could not provide the figures for all of 2011.

Section 2 – Transactions carried out after reporting period

The Banca IFIS Group has not carried out any business combination after the end of the year and until the date on which these financial statements have been drafted.

Section 3 – Retrospective adjustments

No adjustments were recognised in the current year relating to the business combination completed in 2011 and described above.