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UNICREDIT S.P.A ANNOUNCES THE OVERALL RESULTS OF ITS ASSET BACKED SECURITIES CASH TENDER OFFER

Not for publication or distribution, directly or indirectly, in the United States, Italy, Canada, Australia or Japan.

UNICREDIT S.P.A ANNOUNCES THE OVERALL RESULTS OF ITS ASSET BACKED SECURITIES CASH TENDER OFFER

 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA, TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED), OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

 

 

UniCredit S.p.A. ("UniCredit") announces the results of its invitationslaunched on 11 September 2012 (asextended on 24 September 2012)to eligible holders of four series of securities described below (the "AffectedSecurities") to submit offers to sell their Affected Securities (the "ExtendedInvitations").

 

The Extended Invitationswere made on the terms and subject to the conditions set out in the invitation for offers memorandum dated 11 September 2012 (the "Invitation Memorandum") as amended by the press release relating to the Affected Securities published by UniCredit on 24 September 2012 (the "UniCredit Press Release") which, inter alia, extended the Expiration Date in respect of the Extended Invitations.

 

Terms not defined herein will have the same meaning ascribed to them in the Invitation Memorandumas amended by the UniCredit Press Release.

 

The Extended Invitations expired at 5:30 p.m. central European time on 27 September 2012. UniCredit is pleased to announce (i) the valid tenders accepted in the relevant Extended Invitation; (ii) the aggregate original principal amount in respect of each relevant Affected Securityaccepted for purchase pursuant to the Extended Invitations; (iii) the adjustments to the applicable Tender Cap (where different from the Tender Cap set out in the Invitation Memorandum); and (iv) the applicable Accrued Interest payable in respect of the relevant Affected Securities.

 

In addition, UniCredit hereby announces the overall results of all Invitations launched on 11 September 2012 (including, for the avoidance of doubt,the Extended Invitations):

 

 

Overall aggregate amount of Securities tendered (in principal amount outstanding) in thousands of Euro

1,124,981

Overallaggregate amount of Securitiesaccepted (in principal amount outstanding) in thousands of Euro

667,845

Overall aggregate amount of Purchase Price accepted (excluding Accrued Interests) in thousands of Euro

569,555

Gross P&L Impact in thousands of Euro (at consolidated level)

98,290

 

In relation to some of the Affected Securities, UniCredit has decided to increase the applicable Tender Cap as indicated in the table below.For the avoidance of doubt, the table includes the final adjusted Tender Cap (as increased,where applicable)in respect of each Affected Security.

 

The aggregate amount of Non-Competitive Tender Instructions and Competitive Tender Instructions to be accepted by UniCredit in relation to each Affected Security do not exceed the applicable Tender Cap (as increased,where applicable). As such, pro-rationing will not be applicable.

 

 

Issuer

ISIN Code

Name of the Affected Security and maturity date

Aggregate amount accepted (original principal amount) in Euro

Applicable Denomination (in original principal amount) in Euro

Tender Cap or Adjusted Tender Cap (in principal amount outstanding) in Euro

Bond Factor

Average Price accepted per Applicable Denomination expressed as a percentage

Accrued interest (for each Applicable Denomination) in Euro

CORDUSIO RMBS S.r.l.

IT0003844963

Eur 119,200,000.00 Class C Residential Mortgage-Backed Floating Rate Notes due 2033

23,750,000.00

50,000

27,800,000.00

100,00%

74.37%

0.0585000

CORDUSIO RMBS SECURITISATION S.r.l.

IT0004087190

Eur 96,000,000.00 Class C Residential Mortgage-Backed Floating Rate Notes due 2035

12,650,000.00

50,000

18,100,000.00

100,00%

65.55%

0.0768330

CORDUSIO RMBS SECURITISATION S.r.l.

IT0004231293

Eur 43,800,000.00 Class C Residential Mortgage-Backed Floating Rate Notes due 2040

13,400,000.00

100,000

13,400,000.00*

100,00%

58.90%

0.0485000

CORDUSIO RMBS SECURITISATION S.r.l.

IT0004231301

Eur 102,000,000 Class D Residential Mortgage-Backed Floating Rate Notes due 2040

46,500,000.00

100,000

46,500,000.00*

100,00%

49.58%

0.0768330

 

*The applicable Tender Cap has been increased by UniCredit in its sole discretion in accordance with the terms and conditions of the Extended Invitations as set out in the Invitation Memorandum.

 

 

The expected Settlement Datein relation to the Affected Securities is 1 October 2012.

 

UniCredit currently intends to retain the Affected Securities purchased pursuant to the Extended Invitations until maturity, however, it may elect to dispose of some or all of the Affected Securities purchased pursuant to the Extended Invitations at any time or at any price.

 

Holders whose Affected Securities have not been accepted for purchase by UniCredit pursuant to the Extended Invitations, will continue to hold their Affected Securities subject to the terms and conditions of such Affected Securities.

 

 

 

For further information:

 

A complete description of the terms and conditions of theExtended Invitations is set out in the Invitation Memorandumas amended by the UniCredit Press Release.Subject to compliance with the applicable restrictions set out below, requests for information in relation to the Extended Invitationsmay be directed to:

 

The Dealer Managers:

 

Morgan Stanley & Co. International plc
Attention: Liability Management Group
Tel: +44 (0) 207 677 5040
E-mail: liabilitymanagementeurope@morganstanley.com

 

Unicredit Bank AG
Attention: JurgenNeumuth
Tel: +49 89 378 14255
E-mail: Juergen.neumuth@unicreditgroup.de

 

Attention: Paolo Montresor

Tel: +44 207 8266502

E-mail: Paolo.montresor@unicredit.eu

 

The Tender Agent:

 

Bondholder Communications Group LLC
Attention: Anne Bolton
Telephone: +44 20 7382 4580
Fax: +44 20 7069 9239
Email: abolton@bondcom.com

 

Subject to compliance with the applicable restrictions set out below, information on the results of the Extended Invitations can also be found on the Tender Agent's website:

 

www.bondcom.com/unicreditABS

 

 

Milan, 28 September 2012

 

 

UniCredit S.p.A.

 

 

Not for publication or distribution, directly or indirectly, in the United States, Italy, Canada, Australia or Japan.

 

DISCLAIMERS

The Invitations (including the Extended Invitations) were subject to invitation and distribution restrictions in, amongst other countries, the United States, Italy, the United Kingdom, France, Belgium and Ireland, as more fully set out in the Invitation Memorandum, as amended,in respect of the Extended Invitations, by the UniCredit Press Release. The distribution of this announcement in those jurisdictions is restricted by the laws of such jurisdictions.

Neither of the Dealer Managers nor the Tender Agent takes any responsibility for the contents of this announcement, nor does this announcement constitute an offer to purchase any securities or a solicitation of an offer to sell any securities.