Offer on the Stock Exchange of the unsubscribed option rights
Not for publication, distribution, directly or indirectly, in the United States, Canada, Australia and Japan or to U.S. persons.
Capital increase for consideration
Offer in option to the holders of ordinary shares and the holders of savings shares of
972,225,376 ordinary shares of UniCredit S.p.A.
Following the subscription, during the subscription period (5 January 2009 - 23 January 2009), of 4,647,192 new ordinary shares of UniCredit S.p.A., representing 0.48% of the shares offered in the rights offering, UniCredit S.p.A. hereby announces that the 13,304,200,034 option rights that were not subscribed during the subscription period (the "Unsubscribed Rights" or "Rights") will be offered on the Stock Exchange, pursuant to Article 2441, third paragraph, of the Italian Civil Code, by UniCredit MIB through Bayerische Hypo-und Vereinsbank A.G., Milan Branch, during the trading sessions on 9, 10, 11, 12 and 13 February 2009 (the "Auction"). One-fifth of the Unsubscribed Rights, plus any Unsubscribed Rights remaining from the preceding trading sessions, will be offered during each trading session.
The Rights will be made available to the purchasers through Monte Titoli S.p.A. and will grant the right to subscribe for newly-issued ordinary shares of UniCredit S.p.A. at a price of Euro 3.083 per share and at a ratio of 4 new ordinary shares for every 55 Rights held.
The new shares of UniCredit S.p.A. must be subscribed for on or before 16 February 2009.
The capital increase is supported by a guarantee pursuant to the undertaking of Mediobanca-Banca di Credito Finanziario S.p.A. ("Mediobanca"), in performance of the agreement of guarantee entered into on 23 December 2008, to subscribe for a number of newly-issued ordinary shares of UniCredit S.p.A. equal to the number of any rights that remain unsubscribed after the Auction. Any shares of UniCredit S.p.A. subscribed by Mediobanca will be used to service the issue, by a third party, of instruments convertible into ordinary shares of UniCredit S.p.A. (i.e., CASHES), which will be offered to institutional investors by way of private placement.
The Prospectus is available at the registered office of UniCredit S.p.A., in Rome, Via A. Specchi, 16, at the General Management Office of UniCredit S.p.A. in Milan, Piazza Cordusio, 2, at the registered office of Borsa Italiana in Milan, Piazza Affari 6, and on the company's website http://www.unicreditgroup.eu/.
Milan, 5 February 2009
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 is being made solely on the basis of the Securities Prospectus approved by the Italian financial supervisory authority CONSOB and notified with the German Financial Supervisory Authority (BaFin), including its supplements, which have been published. Any investment decision concerning the securities of UniCredit S.p.A. offered publicly should only be made on the basis of the Securities Prospectus including its supplements. The Securities Prospectus dated 23 December 2008, is available free of charge from UniCredit S.p.A on the Internet at www.unicreditgroup.eu, and from Bayerische Hypo-und Vereinsbank, Arabellastr. 12, 81925, Munich.
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 securities of UniCredit S.p.A. The offer is being made solely by means of, and on the basis of, the published securities prospectus (including any amendments thereto, if any) passported with the Polish Financial Supervision Authority. An investment decision regarding the publicly offered securities of UniCredit S.p.A. should only be made on the basis of the securities prospectus of UniCredit S.p.A. The securities prospectus is available free of charge from the offices of UniCredit CAIB Poland S.A. at Emilii Plater 53, 00-113 Warsaw, Poland; from Centralny Dom Maklerski Pekao Spolka Akcyjma at ul. Woloska 18, 02-675, Warsaw, Poland; from Bank Pekao S.A. at ul. Grzybowska 53/57, 00-950, Warsaw, Poland and on the website of the Warsaw Stock Exchange (Gielda Papierów Wartściowych w Warszawie SA) at www.gpw.com.pl
Tel. +39 02 88628236
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