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FinecoBank applies for admission to listing on the 'Mercato Telematico Azionario' of Borsa Italiana S.p.A

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

 

FinecoBank applies for admission to listing

on the 'Mercato Telematico Azionario' of Borsa Italiana S.p.A

 

FinecoBank, UniCredit Group's direct multichannel bank, one of the largest advisory networks in Italy[1] and the leading online broker in Italy[2] and Europe[3], has filed with Borsa Italiana a request for the admission to list and trade its shares on the 'Mercato Telematico Azionario' managed by Borsa Italiana S.p.A. The bank has also filed a request with CONSOB for the approval of the Prospectus relating to the public offering and listing in Italy of its shares.

 

The application is part of the initiatives of the Strategic Plan 2013-2018 as announced to the market by UniCredit. The listing will facilitate the unlocking of the full potential of FinecoBank, encouraging its growth, and further optimizing the capital of UniCredit Group. At the end of the listing process, UniCredit will remain the majority shareholder of FinecoBank.

 

UBS Investment Bank and UniCredit Corporate & Investment Banking will act as Joint Global Coordinators and, together with Mediobanca, as Joint Bookrunners of the transaction. UniCredit Corporate & Investment Banking will also act as Lead Manager for the Italian public offering. Mediobanca will also act as Sponsor. The bank has appointed Bonelli Erede Pappalardo and Cleary Gottlieb Steen and Hamilton as its Legal Advisors, while Linklaters acts as Legal Advisor of the Joint Global Coordinators and Joint Bookrunners.

 

In addition, the Shareholders' Meeting, held on April 15th in Milan, appointed the new Board of Directors of FinecoBank, following the end of the term of the previous Board. The new Board of Directors has been appointed for three years and is composed of nine members, most of whom are independent directors in accordance with the Corporate Governance Code.

 

The members of the new Board of Directors are Chairman Enrico Cotta Ramusino, Vice Chairman Francesco Saita, Chief Executive Officer Alessandro Foti and the following


 

Directors: Gianluigi Bertolli, Mariangela Grosoli, Pietro Guindani, Girolamo Ielo, Marina Natale and Laura Stefania Penna.

 

The Directors who have declared their independence, in accordance with art.3 of the Corporate Governance Code and art.148 of the Consolidated Finance Law (TUF), are: Francesco Saita, Gianluigi Bertolli, Mariangela Grosoli, Pietro Guindani and Girolamo Ielo.

 

The Directors who have declared their non-independence, in accordance with art.3 of the Corporate Governance Code, are: Enrico Cotta Ramusino, Alessandro Foti, Marina Natale and Laura Stefania Penna.

 

The Directors who have declared their non-independence, in accordance with art.148 of the TUF, are: Alessandro Foti, Marina Natale and Laura Stefania Penna.

 

* * *

 

FinecoBank uses the simplification regime set forth in Article 70, paragraph 8, and 71, paragraph 1, of CONSOB Regulation on Issuers No. 11971/1999, and therefore avails itself of the exemption from the duty to publish the information documents required by Article 70, paragraph 6, and 71, paragraph 1, of the aforementioned Regulation on Issuers applicable to  mergers, demergers, capital increases with contribution in kind, acquisitions and sales.

 

* * *

 

Notes

 

[1] By number of financial advisers, TFA and net inflows as of 31st December 2013 (source: Assoreti)

[1] By intermediated volumes on the equities market (market share as of 31st December 2013: 22.98% - source: Assosim)

[1] By number of executed orders (internal calculation)

 

 

Milan, 16th April 2014

 

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.

 

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. 

 

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.