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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.
Milan, January 4, 2012