Not for publication, distribution, directly or indirectly, in the United States, Canada, Australia and Japan or to U.S. persons.
THE BOARD OF DIRECTORS DETERMINES THE CONDITIONS OF THE CAPITAL INCREASE, SUBJECT TO OBTAINING THE REGULATORY APPROVALS REQUIRED BY APPLICABLE LAWS
Following the notice issued on 5 January 2010, today, the Board of Directors of UniCredit S.p.A. determined the conditions relating to the capital increase approved by the Extraordinary Shareholders' Meeting of 16 November 2009, subject to obtaining the regulatory approvals required by applicable laws, expected by today.
Subject to the regulatory approvals referred to above, the capital increase will be carried out through the issuance of new ordinary shares with a nominal value of EUR 0.50 each and providing for regular beneficial ownership, to be pre-emptively offered to the holders of ordinary and savings shares of UniCredit S.p.A. at the price of EUR 1.589 per share, of which EUR 1.089 as share premium, at the ratio of 3 newly issued ordinary shares for every 20 ordinary and/or savings shares held.
As a result, a maximum of 2,516,889,453 new ordinary shares will be issued increasing the share capital by EUR 1,258,444,726.50, and the aggregate amount of the transaction, including share premium, will be equal to EUR 3,999,337,340.82.
The issue price of the new ordinary shares - which will be fungible with the ordinary shares of UniCredit S.p.A. traded on the MTA, on the regulated market (General Standard) of the Frankfurt Stock Exchange, and on the Warsaw Stock Exchange on the issue date - has been determined by the Board of Directors taking into account, inter alia, the current market conditions and implies a discount of approximately 29% with respect to the theoretical ex-right market price (TERP) of the ordinary shares of UniCredit, calculated in accordance with market standards, on the basis of the official price registered on the Exchange on 6 January 2010.
The offer is underwritten by a syndicate led by BofA Merrill Lynch and UniCredit Bank Milan as Joint Global Coordinators and Joint Bookrunners and composed by BofA Merrill Lynch together with Credit Suisse, Goldman Sachs International, Mediobanca and UBS Investment Bank acting as Joint Bookrunners and BNP PARIBAS, Nomura International Plc and Société Générale acting as Co-Lead Managers. The syndicate members have committed, severally and not jointly, towards UniCredit to subscribe for any ordinary shares which will remain unsubscribed for at the end of the rights issue and of the following offer on the MTA pursuant to Article 2441, paragraph 3, of the Italian Civil Code.
In addition, certain shareholders have already committed to subscribe for shares in the context of the transaction.
Milan, 7 January 2010
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These materials are 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). These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other country. The Shares mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act").
The Shares 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 these materials 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.
Any public offer of the Shares will be made solely on the basis of the prospectus to be approved by Consob and notified to the German Financial Supervisory Authority and to the Polish Financial Supervision Commission.