"Total amount outstanding" means the nominal value of the Existing Notes net of the nominal value of such notes held by UniCredit S.p.A. as at 23 May 2014.
It is reminded that:
- the Offer is brought upon the terms, and subject to the conditions, set forth in the tender offer memorandum, available to holders of the Existing Notes on the Offeror's website, at http://www.unicreditgroup.eu/offer-repurchase-senior-notes (the "Tender Offer Memorandum");
- the offering period will end on 10 June 2014 (inclusive), at 4.00 pm, unless it is terminated early, there is an extension, or the Offer is reopened (the "Offering Period").
- in the event that as a result of the offers to tender received, the nominal value of the Existing Notes validly tendered exceeds Euro 2.5 billion, the Offeror is entitled to (i) proceed, in any event, with the purchase of the Existing Notes validly tendered; or (ii) make an allocation between the tender offers received, upon the terms and conditions set forth in the Tender Offer Memorandum.
Any relevant decision on the above will be taken and announced by UniCredit, together with the definitive results of the Offer, on the site http://www.unicreditgroup.eu/offer-repurchase-senior-notes by and no later than 9.00 am on 13 June 2014;
- the Offeror has the right to withdraw the Offer if, at any time up to 9.00 am on 13 June 2014, at a national or international level, one of the following condition occurs (such condition, the "MAC Condition"): (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 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;
- the Consideration (as defined in the Tender Offer Memorandum) for the Existing Notes accepted for purchase by the Offeror will be settled on 13 June 2014, subject to the non-occurrence of the MAC Condition.
Please note that the Offer is being brought in Italy, to the express exclusion of the United States of America, Canada, Japan and Australia, and of any other State in which this Offer is not permitted in the absence of authorisation from relevant authorities.
For further information in relation to the terms and conditions of the Offer, a description of the risk factors pertaining thereto, and information on potential conflicts of interest that UniCredit has in relation to the Offer, please refer to the Tender Offer Memorandum, which is available, together with the other documents relating to the Offeror mentioned therein, online at http://www.unicreditgroup.eu/offer-repurchase-senior-notes.
Milan, 5 June 2014