Not for release, publication or distribution, directly or indirectly, in Australia, Canada, Hong Kong, Japan, South Africa or the United States of America
FinecoBank: offering period ends with pricing at Euro 3.70 per share
OFFERING PERIOD ENDS WITH PRICING AT €3.70 PER SHARE
- The capitalization of the Company will be equal to Euro 2,243 million
- Trading of the ordinary shares expected to begin July 2, 2014
- Expected positive impact on UniCredit Common Equity Tier 1 of approx. 14 bps (16 bps if the over-allotment option if exercised in full)
FinecoBank S.p.A., the UniCredit Group's direct multichannel bank ("FinecoBank" or the "Company"), has priced the initial public offering of its ordinary shares in connection with its listing on the Mercato Telematico Azionario (MTA), organized and managed by Borsa Italiana S.p.A.
The offer price for the ordinary shares of FinecoBank has been set at Euro 3.70 per share.
The capitalization of the company, calculated on the basis of the offer price, will be equal to Euro 2,243 million.
The date for the beginning of trading of the ordinary shares of FinecoBank is expected on Wednesday, July 2, 2014. The closing and payment for the shares is scheduled for the same day.
A total of 181,883,000 ordinary shares were the subject of the offering and a further 27,283,000 ordinary shares are subject to the over-allotment option that may be exercised by the underwriters within 30 days of the closing date.
Following the completion of the offering, it is expected that approximately 30% of FinecoBank's ordinary shares will be held by public investors, or 34.5% if the over-allotment option is exercised in full.
Gross proceeds from the initial public offering for the selling shareholder, UniCredit, will be Euro 673 million or Euro 774 million if the over-allotment option is exercised in full, resulting in a capital gain of approximately Euro 360 million or Euro 410 million, respectively, which will be entirely accounted to UniCredit's equity reserves, as UniCredit will continue to maintain control of FinecoBank under the International Financial Reporting Standards IAS/IFRS. Expected benefit for the UniCredit Group's Common Equity Tier 1, Basel 3 fully phased in, will be of approximately 14 bps and, if the over-allotment option if exercised in full, 16 bps.
The Joint Global Coordinators for the global offering are UBS Investment Bank and UniCredit Corporate & Investment Banking which, together with Mediobanca, each acted as Joint Bookrunner. In addition, UniCredit Corporate & Investment Banking is acting as Lead Manager for the Italian public offering. Mediobanca is also acting as Sponsor.
Bonelli Erede Pappalardo and Cleary Gottlieb Steen & Hamilton are acting as legal advisors for FinecoBank. Linklaters is acting as legal advisor for the Global Coordinators and the Joint Bookrunners.
Milan, June 27, 2014
FinecoBank is UniCredit Group's direct multichannel bank, with one of the largest
advisory networks in Italy with approximately 2,500 Personal Financial Advisers and is the number one broker in Italy for equity trades in terms of volume of orders and in Europe for executed orders, with 917,000 customers, €1.1 billion of net sales generated in the first quarter of 2014 and €45.6 billion of total financial assets as of March 31, 2014. FinecoBank offers an integrated business model combining direct banking and financial advice, offering a single free-of-charge account with a wide selection of global investment products, high quality advisory services, banking, trading and credit services that are available through applications for smartphone and tablet. With its fully integrated platform, FinecoBank is the benchmark for modern investors.
These materials are not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). FinecoBank does not intend to register any part of the offering in the United States or to conduct a public offering of Shares in the United States. Any securities sold in the United States will be sold only to qualified institutional buyers (as defined in Rule 144A under the Securities Act) pursuant to Rule 144A.
This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as "relevant persons"). This document must not be acted on or relied on by persons who are not relevant persons. Any investment activity to which this document relates is reserved for relevant persons only and may only be engaged in by relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This document is an advertisement and is not a prospectus for the purposes of the Prospectus Directive. A prospectus prepared pursuant to the Prospectus Directive will be published. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus.
In any EEA Member State that has implemented the Prospectus Directive (other than Italy), this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in any relevant Member State) and includes any relevant implementing measure in the relevant Member State.