UniCredit has a strategic goal to optimise its balance sheet structure and to support its main securitisation programmes by offering investors the possibility to tender such Securities in exchange for cash.
The Invitation is scheduled to begin on 11 September 2012 and to expire at 5.30 PM (Central European time) on 24 September 2012. Results will be announced on 25 September 2012 or as soon as practicable thereafter. Settlement is expected on 27 September 2012.
The total amount UniCredit will pay to the relevant Holders on the Settlement Date for each Applicable Denomination in original principal amount of the relevant Securityvalidly tendered and accepted for purchase pursuant to the relevant Invitation will be in respect of each relevant Security an amount (rounded to the nearest € 0.01 with € 0.005 rounded upwards) equal to:
(a) the Purchase Price Amount payable in respect of the relevant Security; and
(b) the applicable Accrued Interest in respect of the relevant Security.
The purchase price payable by UniCredit for each relevant Applicable Denomination in original principal amount of the relevant Securityvalidly tendered and accepted for purchase pursuant to the Invitation will be determined pursuant to an unmodified Dutch auction procedure, as described in the Invitation Memorandum (the "Unmodified Dutch Auction"). Under the Unmodified Dutch Auction procedure, the purchase price that, subject to the terms and conditions of the Invitations and subject to the application of the relevant Bond Factor or Updated Bond Factor, as the case may be, UniCredit will pay for each relevant Security per Applicable Denomination in original principal amount of such Security validly tendered and accepted for purchase pursuant to the relevant Invitation (each such price, a "Purchase Price") shall be equal to the purchase price specified by a Holder in the relevant Tender Instruction. Holders may only validly offer to tender the relevant Securityin original principal amounts equal to the relevant Applicable Denomination or integral multiples thereof. Any Non-Competitive Tender Instruction, will be deemed to have specified the relevant minimum purchase price set out in the table above (each a "Minimum Purchase Price") as the purchase price for the tendered Securities.
The applicable Purchase Price for each Applicable Denomination in original principal amount of the relevant Securityshall in no circumstances be less than the Minimum Purchase Price. The highest Purchase Price UniCredit will pay for any Security validly tendered and accepted for purchase pursuant to the relevant Invitation will be the lowest price among the prices received for such relevant Security per Applicable Denomination in original principal amount of such Security that will allow UniCredit to accept for purchase up to the Tender Cap in respect of such relevant Security.
Subject to applicable law and as provided in the Invitation Memorandum, UniCredit may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate any of the Invitations at any time. Details of any such extension, re-opening, amendment, waiver or termination will be announced as provided in the Invitation Memorandum as soon as reasonably practicable after the relevant decision is made.
For further information:
Subject to compliance with the applicable restrictions set out below, requests for information in relation to the Invitation (other than in respect of the procedures for submitting offers of Securities) may be directed to:
The Dealer Managers:
Morgan Stanley & Co. International plc
Attention: Liability Management Group
Tel: +44 (0) 207 677 5040
Unicredit Bank AG
Attention: Jurgen Neumuth
Tel: +49 89 378 14255
Attention: Paolo Montresor
Tel: +44 207 8266502
Subject to compliance with the applicable restrictions set out below, requests for a copy of the Invitation Memorandum and information in relation to the procedures for tendering Securities may be directed to:
The Tender Agent:
Bondholder Communications Group LLC
Attention: Anne Bolton
Telephone: +44 20 7382 4580
Fax: +44 20 7069 9239
Subject to compliance with the applicable restrictions set out below, information on the Invitation can also be found on the Tender Agent's website:
Milan, 11September 2012