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The UniCredit Shareholder's meeeting approved the share capital increase

Not for publication, distribution, directly or indirectly, in the United States, Canada, Australia and Japan or to U.S. persons.

The UniCredit Shareholder's meeting approved the share capital increase

Today UniCredit S.p.A held the Extraordinary and Ordinary Shareholders' Meeting in Rome.

The Extraordinary Shareholders' Meeting approved a paid-in share capital increase of an overall amount of up to Euro 3,000,000,000, to be completed in one or more tranches, by issuing up to 973,078,170 new ordinary shares offered preemptively to shareholders, pursuant to article 2441 of the Italian Civil Code and to other investors who may purchase the rights. The new ordinary shares will be offered at a price of Euro 3.083 per share (equal to the reference price of UniCredit ordinary shares at the time of closing of the Mercato Telematico Azionario of Borsa Italiana S.p.A. on October 3, 2008), including a share premium of Euro 2.583.

It is expected that the offer of shares will be completed by the end of January 2009, subject to prior approval of the prospectus by the competent authority,
The capital increase is aimed at strengthening the capital structure of UniCredit in the context of the current market conditions of turmoil and volatility.

Mediobanca has undertaken to subscribe all the unexercised rights, so as to guarantee the full success of the capital increase transaction. The shares resulting from such subscription will service the issue, by a third party, of convertible instruments (CASHES), which will be offered through private placement exclusively to institutional investors. Mediobanca has communicated that certain of UniCredit's core shareholders are among those institutional investors. 

The Ordinary Shareholders' Meeting confirmed the authorization to sell, without any limitation in time, all the treasury shares currently held (i.e.170,833,899 ordinary shares) and set a minimum price not lower than the market price reduced by 5%. The sale may be carried out on or off market, spot and/or forward, including through convertible instruments or the use of derivatives depending on market conditions existing at the time of commencement of the transaction and with the goal of maximizing the economic and capital effects in line with the Group's objectives.

Milan, November 14 2008


It may be unlawful to distribute these materials in certain jurisdictions. These written materials are not for distribution in the United States, Canada, Australia or Japan. The information contained herein does not constitute an offer of securities for sale in the United States, Canada, Australia or Japan.  These materials do not constitute or form part of an offer to sell or the solicitation of an offer to buy the securities discussed herein. The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to or for the account or benefit of U.S. persons absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offer of the securities in the United States.

This document is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling with Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any Securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This document must not be acted on or relied on by other persons in the United Kingdom. This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.

This publication constitutes neither an offer to sell nor a solicitation to buy or subscribe to securities. Any such offer will be made solely on the basis of a Securities Prospectus to be approved by the Italian financial supervisory authority CONSOB and to be notified with the German Financial Supervisory Authority (BaFin), which has to be published. The Securities Prospectus will be available on a to be determined date free of charge from UniCredit S.p.A. and on the Internet at www.unicreditgroup.eu.

The information contained herein serves information purposes and does not constitute any offer for sale or subscription of or solicitation or invitation of any offer to buy or subscribe for any securities. Securities will solely be offered on the basis of a prospectus to be issued by UniCredit S.p.A. passported with Polish Financial Supervision Authority and duly published. Such prospectus of UniCredit S.p.A. will be available free of charge as of a date yet to be determined from www.unicreditgroup.eu."


Enquiries:
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e-mail: InvestorRelations@unicreditgroup.eu