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Final results of the rights offering in favour of holders of UniCredit SpA ordinary and savings shares

Not for publication, distribution, directly or indirectly, in the United States, Canada, Australia and Japan or to U.S. persons.

 

 

NOTICE PUBLISHED PURSUANT TO ARTICLE 13 OF CONSOB REGULATION NO. 11971/1999, AS AMENDED

 

 

FINAL RESULTS OF THE RIGHTS OFFERING IN FAVOUR OF HOLDERS OF UNICREDIT S.P.A. ORDINARY AND SAVINGS SHARES

 

 

 

UniCredit S.p.A. ("UniCredit") announces the completion of its rights offering following the offer on the Italian Stock Exchange of the unexercised option rights pursuant to Article 2441, third paragraph, of the Italian Civil Code, during the period from February 8 to 12, 2010.


As announced in the press release published on February 8, 2010, during the first trading session of the offer on the Italian Stock Exchange, all 297,005,168 option rights that remained unexercised at the end of the subscription period were sold. Following the offer on the Italian Stock Exchange, 44,550,771 newly issued UniCredit ordinary shares, with a value of Euro 70,791,175.11, have been subscribed for. Three shares, with a value of Euro 4.77, have remained unsubscribed for at the end of the offer on the Italian Stock Exchange.


Shares that have been subscribed for during the offer on the Italian Stock Exchange will be made available through authorised intermediaries holding accounts with Monte Titoli S.p.A. within ten trading days following the last available date for exercising the option rights purchased during the offer on the Italian Stock Exchange.


Pursuant to their commitments as shareholders and as set forth in the Italian Prospectus:

 

• Fondazione Cassa di Risparmio di Torino exercised all of its option rights subscribing for 107,571,735 ordinary shares, equal to approximately 4.27% of the total number of offered shares, with a total value of approximately Euro 170.9 million. On the basis of the information received by UniCredit, the shareholding of Fondazione Cassa di Risparmio di Torino in UniCredit will be equal to approximately 3.33% of the new share capital;


• Fondazione Cassa di Risparmio di Trieste exercised all of its option rights subscribing for 8,594,946 ordinary shares, equal to approximately 0.34% of the total number of offered shares, with a total value of approximately Euro 13.7 million. On the basis of the information received by UniCredit, the shareholding of Fondazione Cassa di Risparmio di Trieste in UniCredit will be equal to approximately 0.32% of the new share capital;


• Privatstiftung zur Verwaltung von Anteilsrechten exercised all of its option rights subscribing for 18,607,425 ordinary shares, equal to approximately 0.74% of the total number of offered shares, with a total value of approximately Euro 29.6 million. On the basis of the information received by UniCredit, the shareholding of Privatstiftung zur Verwaltung von Anteilsrechten in UniCredit will be equal to approximately 0.74% of the new share capital;


• Fondazione Cassa di Risparmio di Modena exercised all of its option rights subscribing for 7,147,356 ordinary shares, equal to approximately 0.28% of the total number of offered shares, with a total value of approximately Euro 11.4 million. On the basis of the information received by UniCredit, the shareholding of Fondazione Cassa di Risparmio di Modena in UniCredit will be equal to approximately 0.08% of the new share capital;


• Carimonte Holding S.p.A. exercised all of its option rights subscribing for 83,040,141 ordinary shares, equal to approximately 3.30% of the total number of offered shares, with a total value of approximately Euro 132.0 million. On the basis of the information received by UniCredit, the shareholding of Carimonte Holding S.p.A. in UniCredit will be equal to approximately 3.17% of the new share capital;


• Libyan Investment Authority exercised all of its option rights subscribing for 6,352,500 ordinary shares, equal to approximately 0.25% of the total number of offered shares, with a total value of approximately Euro 10.1 million. On the basis of the information received by UniCredit, the shareholding of Libyan Investment Authority in UniCredit will be equal to approximately 0.22% of the new share capital;


• Allianz SE exercised all of the option rights it directly and indirectly held, subscribing for 18,320,943 ordinary shares, equal to approximately 0.73% of the total number of offered shares, with a total value of approximately Euro 29.1 million; Allianz S.p.A. and RB Vita S.p.A. exercised all of their option rights subscribing for 30,713,115 ordinary shares, equal to approximately 1.22% of the total number of offered shares, with a total value of approximately Euro 48.8 million; Allianz IARD, Allianz Vie, Arcalis, Génération Vie exercised all of their option rights subscribing for 1,628,751 ordinary shares, equal to approximately 0.06% of the total number of offered shares, with a total value of approximately Euro 2.6 million. On the basis of the information received by UniCredit, the shareholding directly or indirectly held by Allianz SE in UniCredit will be equal to approximately 2.04% of the new share capital.

 

The above indicated shareholdings in the new share capital do not include any shares, which may result from any conversion of CASHES held by certain shareholders.
With reference to Central Bank of Libya and the shareholding it indirectly holds through the Libyan Foreign Bank, UniCredit has received confirmation of the subscription for 13,283,832 ordinary shares, equal to approximately 0.53% of the total number of offered shares, with a total value of approximately Euro 21.1 million. At the date of this press release, UniCredit has not yet received information regarding the subscriptions carried out by the Central Bank of Libya with respect to its direct shareholding.

 

The rights offering was underwritten by a syndicate led by BofA Merrill Lynch and UniCredit Bank A.G., Milan Branch, 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. Pursuant to their commitments, the syndicate members will subscribe for the three shares which remained unsubscribed for at the end of the offer on the Italian Stock Exchange.
As a result of the subscription for the shares described above, the new share capital of UniCredit will be equal to Euro 9,648,314,240.50, represented by 19,296,628,481 shares with a nominal value of Euro 0.50 each.

 

 

 

Milan,  February 19, 2010

 

 

Enquiries:


Media Relations:
Tel. +39 02 88628236; e-mail: MediaRelations@unicreditgroup.eu


Investor Relations:
Tel. + 39 02 88628715; e-mail: InvestorRelations@unicreditgroup.eu

 

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.