Following the Consob request of public information according to art. 114, comma 5, D. Lgs. n. 58/98 dated 24/10/2013 regarding Carlo Tassara S.p.A. ("Tassara") restructuring process, here below are represented the main terms and conditions concerning the Amendment Agreement approved by UniCredit SpA in compliance with art 67 L.F. To date the Term Sheet has not yet been approved by all the lenders and therefore the final agreement could substantially differ from the terms outlined in this press release:
- the final expiry date of the existing agreements is postponed to December 31st 2016;
- the corporate governance sets out the number of directors of the BoD at nine, with six members qualified as independent;
- the bank exposure will be converted into Strumenti Finanziari Partecipativi ("SFP") for a total amount of €650m. The SFP could be traded once the restructuring agreement expires, shall have no maturity date and shall have a priority over any classes of shares with respect to distribution of net income and reserves, as well as in case of liquidation of Carlo Tassara. The criteria to split the SFP among the banks will be calculated taking into account the amount and the distribution of the unsecured debt and, for the difference, the uncovered portion of the secured debt. The value of the listed securities will be determined on the basis of the 6-month average share price before the closing of the restructuring agreement.
- the commitment of the lenders to subscribe additional SFPs on a pro-rata basis if in the course of the plan material losses occur pursuant to article 2447 of the Italian Civil Code;
- the lenders commit to convert into SFP the residual credits that should remain in place after the disposal of all the available for sale assets of Carlo Tassara has taken place;
- the business continuity of Carlo Tassara will be ensured by enterprises with historical links with the Valcamonica area.
The transaction should enable the company to better enhance some of the assets under disposal, the proceeds of which shall be used to repay its financial debt
The economic impact of the conversion into SFP on the UniCredit Group's financial statement are the following:
- the UniCredit quota of the SFP totals €70millions, equals to approximately 10.56% of the total conversion, whereas the residual amount of the UniCredit gross exposure towards Tassara, post conversion, totals €453millions;
- the existing amount of €150millions of Loan Loss Provision in place as at 30/06/2013 before the restructuring is adequate even after the new Agreement and the conversion into "SFP" (that could absorb a relevant part of the provisions in place as of 30/06/2013), and should be considered reasonably equal to the maximum potential loss;
- UniCredit considers that: i) the residual post conversion exposure could be recovered; ii) the SFP arising from the conversion could be partly repaid in case of share price increase of the listed investments or of the fair value of the unlisted investments in the portfolio;
- the existing collaterals (pledge on the shares of Intesa Sanpaolo, Eramet and Cattolica Assicurazioni) will remain in place.
Milan, November 4, 2013