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FinecoBank: Exercise of the over-allotment option

Not for release, publication or distribution, directly or indirectly, in Australia, Canada, Hong Kong, Japan, South Africa or the United States of America


FinecoBank: Exercise of the over-allotment option

FinecoBank S.p.A. ("FinecoBank" or the "Company"), the UniCredit Group's direct multichannel bank, announces that, in connection with the global offering of the Company's ordinary shares ("Global Offering"), UBS Investment Bank and UniCredit Corporate & Investment Banking - the Joint Global Coordinators of the Global Offering - have today exercised the over-allotment option granted by UniCredit S.p.A. for a total of 27,283,000 shares, equal to 100% of the shares which were over-allotted.


The purchase price of the over-allotment shares is Euro 3.7 per share - equal to the offer price in the Global Offering - for aggregate gross proceeds of Euro 100,947,100.


Settlement of the over-allotment option is expected to take place on July 22, 2014.


Including shares purchased in the exercise of the over-allotment option, a total of 209.166.000 FinecoBank shares have been offered pursuant to the Global Offering, equal to 34.5% of the Company's share capital, for aggregate proceeds of approximately Euro 774 million, gross of commissions and expenses.


The Joint Global Coordinators for the Global Offering are UBS Investment Bank and UniCredit Corporate & Investment Banking which, together with Mediobanca, are acting as Joint Bookrunners. In addition, UniCredit Corporate & Investment Banking is acting as Leading Manager and Mediobanca is acting as Sponsor in connection with the offering.

Milan, July 17, 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 Global 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 has been 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.