NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA
This press release is not for distribution, directly or
indirectly, in or into the United States (including its
territories and dependencies, any State of the United
States and the District of Columbia). This press release
does not constitute or form a part of any offer or
solicitation to purchase or subscribe for securities in the
United States. The securities mentioned herein have not
been, and will not be, registered under the United States
Securities Act of 1933 (the "Securities Act").
The securities referred to herein may not be offered or
sold in the United States or to, or for the account or
benefit of, U.S. persons (as such term is defined in
Regulation S under the Securities Act) except pursuant to
an exemption from the registration requirements of the
Securities Act. There will be no public offer of securities
in the United States.
It may be unlawful to distribute this press release in
certain jurisdictions. The information contained herein is
not for publication or distribution in Canada, Japan or
Australia and does not constitute an offer of securities
for sale in Canada, Japan or Australia.
THE BOARD OF DIRECTORS APPROVED THE TERMS AND CONDITIONS AND THE TIMETABLE OF THE OFFER OF ORDINARY SHARES TO THE EXISTING SHAREHOLDERS BY MEANS OF THE ISSUANCE OF ORDINARY SHARES, SUBJECT TO OBTAINING THE REGULATORY APPROVALS REQUIRED BY APPLICABLE LAWS - UNDERWRITING AGREEMENT EXECUTED
The Board of Directors of UniCredit S.p.A. (the "Company") approved today the terms and conditions and the timetable of the pre-emptive offer of ordinary shares to existing shareholders (the "Offering") based on the resolution of the Extraordinary Shareholders' Meeting of December 15, 2011. The Offering and its terms and conditions are subject to regulatory approvals as required by applicable laws, which are expected by today.
Subject to obtaining regulatory approvals, the Offering
will be carried out through the issuance of no par value
new ordinary shares, to be pre-emptively offered to
existing holders of ordinary and savings shares of the
Company at the price of Euro 1.943 per share, at the
subscription ratio of 2 new ordinary shares for every 1
ordinary and/or savings share held.
As a result, a maximum of 3,859,602,938 new ordinary shares
will be issued in the context of the Offering, increasing
the Company's share capital by, and for an aggregate amount
of the transaction of, Euro 7,499,208,508.53.
The subscription price of the new ordinary shares - which
will have the same rights and characteristics as the
Company's ordinary shares already traded on the Mercato
Telematico Azionario managed by Borsa Italiana S.p.A. (the
"MTA"), the Frankfurt Stock Exchange (General Standard
Segment) and the Warsaw Stock Exchange on the issue date
- was determined by the Company's Board of Directors
taking into account, inter alia, the current market
conditions and reflects a discount of approximately 43%
with respect to the theoretical ex-rights market price
(TERP) of the Company's ordinary shares, calculated in
accordance with market standards, on the basis of the
official price registered on the MTA on January 3, 2012.
In addition to the public offering in Italy, the Company
also envisages that the Offering will include a public
offering in Germany, Poland and Austria, on the basis of
the prospectus that will be transmitted by CONSOB to the
competent local authorities of those countries in
accordance with the applicable European rules.
Therefore, subject to the regulatory approvals referred to
above, it is expected that:
• subscription rights can be exercised from January 9, 2012
(included) to January 27, 2012 (included) in Italy, Germany
and Austria and from January 12, 2012 (included) to
January 27, 2012 (included) in Poland ; and
• subscription rights can be traded on the MTA from January
9, 2012 to January 20, 2012 and on the Warsaw Stock
Exchange from January 12, 2012 to January 20, 2012.
Subscription rights that are not exercised on or before
January 27, 2012 will be auctioned by the Company on the
MTA, pursuant to Article 2441, paragraph 3, of the Italian
Civil Code.
In addition, the Company informs that, following today's
Board of Directors meeting, the underwriting agreement
related to the transaction was signed. The underwriting
syndicate will be coordinated and led by BofA Merrill
Lynch, Mediobanca and UniCredit Corporate & Investment
Banking who will be acting as Joint Global Coordinators and
Joint Bookrunners and will include, in addition to BofA
Merrill Lynch and Mediobanca, Banca IMI, BNP PARIBAS,
Credit Suisse, Deutsche Bank, HSBC, J.P. Morgan, Société
Générale and UBS who will be acting as Joint Bookrunners;
ING, Nomura, RBC, RBS and Santander who will be acting as
Co-Bookrunners; BBVA, Credit Agricole CIB, Mizuho
International plc and MPS Capital Services who will be
acting as Co-Lead Managers and BANCA AKROS S.p.A., Banca
Aletti & C. S.p.A., Banca Carige S.p.A., Equita SIM S.p.A.,
Intermonte, Investec Bank plc and Keefe, Bruyette & Woods,
Ltd who will be acting as Co-Managers. The underwriting
syndicate members have committed, severally and not
jointly, to subscribe any new ordinary shares that should
remain unsubscribed at the end of the Offering and of the
following offer on the MTA of the unexercised subscription
rights pursuant to Article 2441, paragraph 3, of the
Italian Civil Code, up to a total amount of Euro 7.5
billion. The underwriting agreement contains, inter alia,
usual clauses which condition the effectiveness of the
underwriting commitments or which grant underwriters the
right to terminate the agreement, in line with
international best practice.
The Company informs that shareholders Allianz SE, Carimonte
Holding S.p.A., Fondazione Cassa di Risparmio di Modena,
Fondazione Cassa di Risparmio di Torino and Fondazione del
Monte di Bologna e Ravenna and Board Member Luigi Maramotti
undertook to directly or indirectly subscribe new shares in
a percentage equal to 10.68% of the total new shares to be
issued. These obligations are subject to certain conditions
including the absence of any extraordinary events that
could have an impact on the Offering and/or on its success.
Furthermore, according to a press release, shareholder
Fondazione Cassa di Risparmio di Verona, Vicenza, Belluno e
Ancona resolved to subscribe new shares representing 3.51%
of the Offering, using only own funds and without selling
rights or raising debt.
In addition to the above, as far as the Company is aware,
although certain current shareholders have not made any
binding commitments, they initiated procedures in order to
participate in the Offering by subscribing up to a maximum
of approximately 10% of the new shares covered by the
Offering, which, in addition to the above commitments,
would result in a maximum subscription of approximately 24%
of the new shares covered by the Offering.
UniCredit S.p.A.
Milan, January 4, 2012
Investor Relations:
Tel. +39-02-88628715; e-mail: investorrelations@unicredit.eu
Media Relations:
Tel. +39-02-88628236; e-mail: mediarelations@unicredit.eu
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