OFFER FOR THE PARTIAL REPURCHASE OF SENIOR NOTES ISSUED BY UNICREDIT, UP TO A NOMINAL VALUE OF EURO 3.5 BILLION
OFFERS TO TENDER SUBMITTED EQUAL TO AN AGGREGATE NOMINAL VALUE OF EURO 4,247,605,000
INCREASE OF THE MAXIMUM NOMINAL AMOUNT OF REPURCHASE BEYOND THE 4 BILLION LIMIT FORMERLY SET, IN ORDER TO ACCEPT ALL THE EXISTING NOTES VALIDILY TENDERED TO THE OFFER
Milan, 15 April 2013 - UniCredit S.p.A. ("UniCredit" or the "Offeror"), in the context of the voluntary tender offer for the partial repurchase of some of its notes (the relevant notes, the "Existing Notes"), up to a maximum nominal amount of Euro 3.5 billion, is announcing that at the end of the offering period, early terminated on 11 April 2013, as announced by the Offeror in the press release published on the same date, it has received offers to tender equal to an aggregate nominal value of Euro 4,247,605,000.
Considering the positive results, the Offeror, in accordance with the provisions set forth in the tender offer memorandum, available on the website http://www.unicreditgroup.eu/offerta-riacquisto-obbligazioni-senior (the "Tender Offer Memorandum") and in exercise of its rights, has resolved to increase the maximum nominal value of repurchase (as defined in the Tender Offer Memorandum) beyond the 4 billion limit formerly set, in order to accept all the Existing Notes validly tendered to the Offer.
The definitive amount of the Existing Notes validly tendered to the Offer and accepted for purchase by UniCredit will be announced before 9.00 am on 30 April 2013 (the "Payment Date"), on the website http://www.unicreditgroup.eu/offerta-riacquisto-obbligazioni-senior.
The Offer is conditional upon there not occurring, at any time up to 9.00 am on the Payment Date, at a national or international level, (a) extraordinary events or circumstances from which there derive, or may derive, serious alterations in the political, financial, economic, currency or market situation, that have, or may have, material adverse effects in relation to the Offer; (b) events or circumstances that worsen, or may as a consequence of the Offer cause the worsening of, the Offeror's balance sheet, income or cash-flow situation, or its tax, regulatory, corporate or legal situation, relative to that indicated by the draft consolidated financial statements as at and for the year ended 31 December 2012, approved by the Bank's Board of Directors on 15 March 2013; or (c) regulatory changes that limit, or otherwise prejudice, the purchase of the Existing Notes, or the exercise of the rights of title thereto or the other rights inherent therein (such condition, the "MAC Condition").
In case of occurrence of the MAC Condition, the Consideration (as defined in the Tender Offer Memorandum) for the Existing Notes accepted for purchase by the Offeror will be paid on 30 April 2013.
For further information in relation to the terms and conditions of the Offer please refer to the Tender Offer Memorandum, which is available online at http://www.unicreditgroup.eu/offerta-riacquisto-obbligazioni-senior.
The following table shows the details of the Existing Notes tendered to the Offer for each series.