press release buyback announcement intesa ... - InvestireOggi
press release buyback announcement intesa ... - InvestireOggi
press release buyback announcement intesa ... - InvestireOggi
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED<br />
STATES OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR TO ANY PERSON LOCATED OR RESIDENT IN ANY<br />
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.<br />
PRESS RELEASE<br />
BUYBACK ANNOUNCEMENT<br />
INTESA SANPAOLO ANNOUNCES AN INVITATION TO HOLDERS OF<br />
SUBORDINATED NOTES AND SENIOR NOTES TO SUBMIT OFFERS<br />
TO SELL THEIR NOTES TO INTESA SANPAOLO<br />
Milan, Turin, July 18 th 2012 – Intesa Sanpaolo S.p.A. (“Intesa Sanpaolo” or the “Purchaser”) announced<br />
today an invitation to holders (the “Holders”) of the following Subordinated Notes and Senior Notes issued<br />
(or guaranteed) by Intesa Sanpaolo (together, the “Notes”) to submit offers to sell their Notes to the<br />
Purchaser for cash at the Purchase Price (the “Invitation”).<br />
The Invitation will enable Intesa Sanpaolo to optimise the composition of its regulatory capital through the<br />
increase in its Core Tier 1 capital as a result of the capital gain arising from the purchase of Notes tendered<br />
at prices below par. Furthermore the Invitation gives the Holders the possibility to realise their investments<br />
in the Notes at prices higher than the prevailing market prices during the period prior to <strong>announcement</strong> of<br />
the Invitation.<br />
Subordinated Notes<br />
Description of the Notes Type ISIN<br />
Principal<br />
amount upon<br />
issue (1)<br />
Rate of<br />
Interest to<br />
First Call<br />
Date/<br />
Rate of<br />
Interest<br />
First Call<br />
Date (2)<br />
Rate of<br />
Interest<br />
from First<br />
Call Date<br />
Maturity<br />
Date (2)<br />
Denomination<br />
Purchase<br />
Price<br />
Order<br />
of<br />
Priority<br />
€1,250,000,000 8.047 per cent.<br />
Fixed to Floating Rate Perpetual<br />
Subordinated Notes issued by<br />
Intesa Sanpaolo S.p.A. (the<br />
“8.047% Perpetual Notes”)<br />
Tier 1 XS0371711663 €795,800,000<br />
8.047%<br />
p.a.<br />
20 June<br />
2018<br />
3-month<br />
Euribor +<br />
4.10 %<br />
p.a.<br />
Perpetual €50,000 82.00% 1<br />
€1,500,000,000 8.375 per cent.<br />
Fixed to Floating Rate Perpetual<br />
Subordinated Notes issued by<br />
Intesa Sanpaolo S.p.A. (the<br />
“8.375% Perpetual Notes”)<br />
Tier 1 XS0456541506 €1,006,250,000<br />
8.375%<br />
p.a.<br />
14<br />
October<br />
2019<br />
3-month<br />
Euribor +<br />
6.871 %<br />
p.a.<br />
Perpetual €50,000 84.00% 1<br />
€1,000,000,000 9.5 per cent.<br />
Fixed Rate Resettable Perpetual<br />
Subordinated Notes issued by<br />
Intesa Sanpaolo S.p.A. (the<br />
“9.5% Perpetual Notes”)<br />
Tier 1 XS0545782020 €722,100,000 9.5% p.a.<br />
1 June<br />
2021<br />
5-year mid<br />
market<br />
swap rate<br />
+ 7.57%<br />
p.a. (3) Perpetual €50,000 90.00% 1<br />
€500,000,000 Fixed/Floating Rate<br />
Callable Subordinated Notes due<br />
2020 issued by Sanpaolo IMI<br />
S.p.A. (now Intesa Sanpaolo<br />
S.p.A.) (the “Fixed/Floating<br />
Rate Callable Notes due 2020”)<br />
Lower<br />
Tier 2<br />
XS0213101230 €500,000,000 3.75% p.a.<br />
2 March<br />
2015<br />
3-month<br />
Euribor +<br />
0.89% p.a.<br />
2 March<br />
2020<br />
€50,000 80.00% 2
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED<br />
STATES OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR TO ANY PERSON LOCATED OR RESIDENT IN ANY<br />
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.<br />
£165,000,000 Lower Tier II Fix<br />
Floater Callable Subordinated<br />
Notes due 2024 issued by<br />
Sanpaolo IMI S.p.A. (now Intesa<br />
Sanpaolo S.p.A.) (the “Fix<br />
Floater Callable Notes due<br />
2024”)<br />
Lower<br />
Tier 2<br />
XS0188046543 £165,000,000<br />
5.625%<br />
p.a.<br />
18 March<br />
2019<br />
3-month<br />
Sterling<br />
Libor +<br />
1.125%<br />
p.a.<br />
18 March<br />
2024<br />
£1,000 84.00% 2<br />
€1,500,000,000 5.00 per cent.<br />
Lower Tier II Subordinated Notes<br />
due 2019 issued by Intesa<br />
Sanpaolo S.p.A. (the “5.00%<br />
Notes due 2019”)<br />
Lower<br />
Tier 2<br />
XS0452166324 €1,500,000,000 5.00% p.a. n.a. n.a.<br />
23<br />
September<br />
2019<br />
€50,000 93.00% 2<br />
€1,250,000,000 5.15 per cent.<br />
Lower Tier II Subordinated Notes<br />
due 16 July 2020 issued by Intesa<br />
Sanpaolo S.p.A. (the “5.15%<br />
Notes due 2020”)<br />
Lower<br />
Tier 2<br />
XS0526326334 €1,250,000,000 5.15% p.a. n.a. n.a.<br />
16 July<br />
2020<br />
€50,000 92.50% 2<br />
€1,250,000,000 6.625 per cent.<br />
Upper Tier II Subordinated Notes<br />
due 2018 issued by Intesa<br />
Sanpaolo S.p.A. (the “6.625%<br />
Notes due 2018”)<br />
Upper<br />
Tier 2 XS0360809577 €1,250,000,000<br />
6.625%<br />
p.a.<br />
n.a.<br />
n.a.<br />
8 May<br />
2018<br />
€50,000 98.50% 2<br />
£250,000,000 Lower Tier II<br />
Subordinated Fixed to Floating<br />
Rate Notes due November 2017<br />
issued by Intesa Sanpaolo S.p.A.<br />
(the “Fixed to Floating Rate<br />
Notes due 2017”)<br />
Lower<br />
Tier 2<br />
XS0324790657 £250,000,000<br />
6.375%<br />
p.a.<br />
12<br />
November<br />
2012<br />
3-month<br />
Sterling<br />
Libor +<br />
1.35% p.a<br />
12<br />
November<br />
2017<br />
£50,000 96.50% 3<br />
€750,000,000 Floating Rate<br />
Subordinated Notes due 2018<br />
issued by Sanpaolo IMI S.p.A.<br />
(now Intesa Sanpaolo S.p.A.) (the<br />
“Floating Rate Notes due 2018”)<br />
Lower<br />
Tier 2<br />
XS0243399556 €750,000,000<br />
3-month<br />
Euribor +<br />
0.25% p.a.<br />
20<br />
February<br />
2013<br />
3-month<br />
Euribor +<br />
0.85% p.a.<br />
20<br />
February<br />
2018<br />
€50,000 (4) 86.00% 3<br />
€1,000,000,000 Lower Tier II<br />
Subordinated Fixed to Floating<br />
Rate Notes due 2018 issued by<br />
Intesa Sanpaolo S.p.A. (the<br />
“Fixed to Floating Rate Notes<br />
due 2018”)<br />
Lower<br />
Tier 2<br />
XS0365303675 €1,000,000,000 5.75% p.a<br />
28 May<br />
2013<br />
3-month<br />
Euribor +<br />
1.98% p.a.<br />
28 May<br />
2018<br />
€50,000 91.50% 3<br />
€500,000,000 Fixed/Floating Rate<br />
Callable Lower Tier II<br />
Subordinated Notes due 2018<br />
issued by Sanpaolo IMI S.p.A.<br />
(now Intesa Sanpaolo S.p.A.) (the<br />
“Fixed/Floating Rate Callable<br />
Notes due 2018”)<br />
Lower<br />
Tier 2<br />
XS0258143477 €500,000,000<br />
4.375%<br />
p.a.<br />
26 June<br />
2013<br />
3-month<br />
Euribor +<br />
1.00% p.a.<br />
26 June<br />
2018<br />
€50,000 86.50% 3<br />
(1) In the case of the Tier 1 Notes only, represents their principal amount upon issue less such Tier 1 Notes purchased and in case cancelled pursuant to<br />
their terms and conditions in the context of the cash tender offer carried out by the Purchaser in February 2012. To the best of its knowledge, the<br />
Purchaser and its subsidiary Banca IMI S.p.A. beneficially owned, as of 17 July 2012, approximately €284,050,000 (equivalent) in aggregate<br />
principal amount of Subordinated Notes.<br />
(2) Subject to business day adjustment, in accordance with the terms and conditions of the relevant Notes.<br />
(3) Commencing on 1 June 2016, interest rate reset every five years to 5-year mid market swap rate + 7.57% p.a..<br />
(4) For so long as the Notes are represented by a Global Note, the Notes shall be tradable in minimum nominal amounts of €50,000 and integral multiples<br />
of €1,000 in addition thereto.<br />
2
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED<br />
STATES OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR TO ANY PERSON LOCATED OR RESIDENT IN ANY<br />
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.<br />
Senior Notes<br />
Description of the Notes<br />
ISIN<br />
Principal<br />
amount upon<br />
issue (1)<br />
Rate of<br />
Interest<br />
Maturity<br />
Date (2)<br />
Denomination<br />
Purchase<br />
Price<br />
Order<br />
of<br />
Priority<br />
€1,250,000,000 Floating Rate Notes due 2013<br />
issued by Sanpaolo IMI S.p.A. (now Intesa<br />
Sanpaolo S.p.A.) (the “FRNs due March<br />
2013)<br />
XS0246688435 €1,250,000,000<br />
3-month<br />
Euribor +<br />
0.10% p.a.<br />
15 March<br />
2013<br />
€50,000 (3) 98.45% 1<br />
€1,000,000,000 Floating Rate Notes due 2013<br />
issued by Banca Intesa S.p.A. (now Intesa<br />
Sanpaolo S.p.A.) (the “FRNs due April<br />
2013”)<br />
XS0249278655 €1,000,000,000<br />
3-month<br />
Euribor +<br />
0.175% p.a.<br />
11 April<br />
2013<br />
€50,000 98.30% 1<br />
€1,500,000,000 4.000 per cent. Senior Notes<br />
due 8 August 2013 issued by Intesa Sanpaolo<br />
Bank Ireland Plc and guaranteed by Intesa<br />
Sanpaolo S.p.A. (the “4.000% Notes due<br />
2013”)<br />
XS0742590739 €1,500,000,000 4.000% p.a.<br />
8 August<br />
2013<br />
€100,000 100.35% 1<br />
€800,000,000 3.5 per cent. Senior Notes due<br />
27 November 2013 issued by Intesa Sanpaolo<br />
S.p.A. (the “3.5% Notes due 2013”)<br />
XS0630360997 €800,000,000 3.5% p.a.<br />
27<br />
November<br />
2013<br />
€100,000 99.75% 1<br />
€1,250,000,000 5.375 per cent. Notes due<br />
2013 issued by Intesa Sanpaolo S.p.A. (the<br />
“5.375% Notes due 2013”)<br />
XS0405713883 €1,250,000,000 5.375% p.a.<br />
19<br />
December<br />
2013<br />
€50,000 102.25% 1<br />
€1,000,000,000 Floating Rate Notes due 2014<br />
issued by Intesa Sanpaolo S.p.A. (the “FRNs<br />
due 2014”)<br />
XS0291639440 €1,000,000,000<br />
3-month<br />
Euribor +<br />
0.12% p.a.<br />
19 March<br />
2014<br />
€50,000 94.50% 1<br />
€2,000,000,000 Floating Rate Notes due May<br />
2014 issued by Intesa Sanpaolo S.p.A. (the<br />
“FRNs due May 2014”)<br />
XS0624833421 €2,000,000,000<br />
3-month<br />
Euribor +<br />
1.10% p.a.<br />
12 May<br />
2014<br />
€100,000 94.45% 1<br />
€1,100,000,000 Floating Rate Notes due<br />
October 2014 issued by Banca Intesa S.p.A.<br />
(now Intesa Sanpaolo S.p.A.) (the “FRNs due<br />
October 2014”)<br />
XS0201271045 €1,100,000,000<br />
3-month<br />
Euribor +<br />
0.20% p.a.<br />
1 October<br />
2014<br />
€1,000 92.45% 1<br />
€1,000,000,000 3.375 per cent. Notes due 19<br />
January 2015 issued by Intesa Sanpaolo<br />
S.p.A. (the 3.375% Notes due 2015)<br />
XS0478285389 €1,000,000,000 3.375% p.a.<br />
19 January<br />
2015<br />
€50,000 97.10% 1<br />
€650,000,000 3.875% Notes due 2015 issued<br />
by Banca Intesa S.p.A. (now Intesa Sanpaolo<br />
S.p.A.) (the “3.875% Notes due 2015”)<br />
XS0215743252 €650,000,000 3.875% p.a.<br />
1 April<br />
2015<br />
€50,000 97.85% 1<br />
€500,000,000 Floating Rate Notes due 2015<br />
issued by Banca Intesa S.p.A. (now Intesa<br />
Sanpaolo S.p.A.) (the FRNs due 2015)<br />
XS0233436731 €500,000,000<br />
3-month<br />
Euribor +<br />
0.175% p.a.<br />
27<br />
October<br />
2015<br />
€50,000 86.65% 2<br />
€1,200,000,000 4.125 per cent. Senior Notes<br />
due 14 January 2016 issued by Intesa<br />
Sanpaolo S.p.A. (the “4.125% Notes due<br />
2016”)<br />
XS0577347528 €1,200,000,000 4.125% p.a.<br />
14 January<br />
2016<br />
€100,000 97.30% 2<br />
€1,500,000,000 3.75 per cent. Notes due 23<br />
November 2016 issued by Intesa Sanpaolo<br />
S.p.A. (the “3.75% Notes due 2016”)<br />
XS0467864160 €1,500,000,000 3.75% p.a.<br />
23<br />
November<br />
2016<br />
€50,000 94.60% 2<br />
3
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED<br />
STATES OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR TO ANY PERSON LOCATED OR RESIDENT IN ANY<br />
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.<br />
€750,000,000 Floating Rate Notes due 2016<br />
issued by Banca Intesa S.p.A. (now Intesa<br />
Sanpaolo S.p.A.) (the “FRNs due 2016”)<br />
XS0278803712 €750,000,000<br />
3-month<br />
Euribor +<br />
0.175% p.a.<br />
20<br />
December<br />
2016<br />
€50,000 82.40% 2<br />
€1,000,000,000 5.000 per cent. Senior Notes<br />
due 28 February 2017 issued by Intesa<br />
Sanpaolo S.p.A. (the “5.000% Notes due<br />
2017”)<br />
XS0750763806 €1,000,000,000 5.000% p.a.<br />
28<br />
February<br />
2017<br />
€100,000 98.95% 2<br />
€1,250,000,000 Floating Rate Notes due 2017<br />
issued by Intesa Sanpaolo S.p.A. (the “FRNs<br />
due 2017”)<br />
XS0300196879 €1,250,000,000<br />
3-month<br />
Euribor +<br />
0.15% p.a.<br />
18 May<br />
2017<br />
€50,000 80.50% 2<br />
€1,450,000,000 4.75 per cent. Notes due 2017<br />
issued by Intesa Sanpaolo S.p.A. (the “4.75%<br />
Notes due 2017”)<br />
XS0304508921 €1,450,000,000 4.75% p.a.<br />
15 June<br />
2017<br />
€50,000 97.70% 2<br />
€1,500,000,000 4.00 per cent. Senior Notes<br />
due 8 November 2018 issued by Intesa<br />
Sanpaolo S.p.A. (the “4.00% Notes due<br />
2018”)<br />
XS0555977312 €1,500,000,000 4.00 % p.a.<br />
8<br />
November<br />
2018<br />
€100,000 91.60% 2<br />
€1,500,000,000 4.125 per cent. Notes due 14<br />
April 2020 issued by Intesa Sanpaolo S.p.A.<br />
(the “4.125% Notes due 2020”)<br />
XS0500187843 €1,500,000,000 4.125 % p.a.<br />
14 April<br />
2020<br />
€50,000 89.10% 2<br />
£350,000,000 5.25 per cent. Notes due 28<br />
January 2022 issued by Intesa Sanpaolo<br />
S.p.A. (the “5.25% Notes due 2022”)<br />
XS0481342896 £350,000,000 5.25% p.a.<br />
28 January<br />
2022<br />
£50,000 84.65% 2<br />
(1) To the best of its knowledge, the Purchaser and its subsidiary Banca IMI S.p.A. beneficially owned, as of 17 July 2012, approximately €957,715,385<br />
(equivalent) in aggregate principal amount of Senior Notes.<br />
(2) Subject to business day adjustment, in accordance with the terms and conditions of the relevant Notes.<br />
(3) And integral multiples of €1,000 in addition thereto.<br />
The Invitation – already approved by the Bank of Italy in respect of the repurchase of the Subordinated<br />
Notes – is carried out in Italy as an exempt offer pursuant to article 101-bis, paragraph 3-bis, of Legislative<br />
Decree No. 58 of 24 February 1998, as amended and supplemented, and article 35-bis, paragraph 4 of<br />
CONSOB Regulation No. 11971 of 14 May 1999, as amended and supplemented.<br />
The terms and conditions of the Invitation are indicated in the invitation for offers dated 18 July 2012 (the<br />
“Invitation for Offers”). Copies of the Invitation for Offers are available from the Tender Agent whose<br />
contact details are indicated below.<br />
Summary details of the Invitation are set forth below.<br />
4
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED<br />
STATES OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR TO ANY PERSON LOCATED OR RESIDENT IN ANY<br />
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.<br />
Purchase Price and Accrued Amount<br />
The price to be paid by the Purchaser to each Holder who validly submits an offer to sell its Notes<br />
pursuant to the Invitation and whose Offer is – subject to application of the relevant Order of Priority and<br />
scaling of the Offers, if applicable - accepted by the Purchaser (such amount, in respect of each Series of<br />
Notes, the “Purchase Price”) is set out in the tables above.<br />
In addition, Holders whose Notes are accepted for purchase will receive, on the Settlement Date, an<br />
amount in cash equal to the accrued interest in respect of such Notes from (and including) the interest<br />
payment date immediately preceding the Settlement Date of the Invitation to (but excluding) the<br />
Settlement Date of the Invitation.<br />
Final Acceptance Amount, Order of Priority and scaling of Offers<br />
The Purchaser currently proposes to accept to purchase pursuant to the Invitation:<br />
- up to an amount to be determined taking into account the Purchase Price of the Subordinated Notes of<br />
each relevant Series, such that the Total Purchase Price to be paid by the Purchaser for all Subordinated<br />
Notes accepted for purchase by the Purchaser shall not exceed €1,000,000,000 (calculated using the<br />
Sterling equivalent, as applicable) (the final aggregate principal amount of all Subordinated Notes<br />
accepted for purchase pursuant to the Invitation being the “Subordinated Notes Final Acceptance<br />
Amount”); and<br />
- up to an amount to be determined taking into account the Purchase Price of the Senior Notes of each<br />
relevant Series, such that the Total Purchase Price to be paid by the Purchaser for all Senior Notes<br />
accepted for purchase by the Purchaser shall not exceed the sum of (a) €500,000,000 and (b) the<br />
Adjustment Amount(as defined below), if any (calculated using the Sterling equivalent, as applicable)<br />
(the final aggregate principal amount of all Senior Notes accepted for purchase pursuant to the Invitation<br />
being the “Senior Notes Final Acceptance Amount”).<br />
In the event that the Total Purchase Price for all Subordinated Notes validly offered pursuant to the Invitation<br />
and accepted for purchase by the Purchaser is less than €1,000,000,000, the Purchaser may, in its discretion,<br />
determine to allocate such difference towards accepting to purchase Senior Notes validly offered pursuant to<br />
the Invitation (the amount so allocated is referred to herein as the “Adjustment Amount”).<br />
In the event that valid Offers are received in respect of an aggregate principal amount of all Subordinated<br />
Notes or, as applicable, Senior Notes, that is greater than the Subordinated Notes Final Acceptance Amount<br />
or the Senior Notes Final Acceptance Amount, as applicable, the Purchaser will accept such valid Offers in<br />
the order of priority indicated in the tables above, subject to allocation of the Subordinated Notes Final<br />
Acceptance Amount between each Series of Subordinated Notes and the Senior Notes Final Acceptance<br />
Amount between each Series of Senior Notes, in each case, that rank equally in the applicable Order of<br />
Priority at the Purchaser’s discretion and the scaling of Offers (if any), all in the manner described in the<br />
section “Invitation – Final Acceptance Amount, Order of Priority and scaling of Offers” of the Invitation for<br />
Offers. The Purchaser reserves the right to accept significantly more or less (or none) of Subordinated Notes<br />
or, as applicable, Senior Notes of a Series, as compared to the other Series of Subordinated Notes or, as<br />
applicable, Senior Notes that rank equally in the applicable Order of Priority.<br />
Offer Instructions<br />
In order to offer to sell its Notes to the Purchaser pursuant to the Invitation, each Holder must validly<br />
submit an offer to sell its Notes by delivering, or arrange to have delivered on its behalf, a valid Electronic<br />
Offer Instruction to the Tender Agent before the Invitation Expiration indicated below.<br />
Electronic Offer Instructions will be irrevocable, save in the limited circumstances where revocation is<br />
permitted as indicated in the Invitation for Offers.<br />
5
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED<br />
STATES OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR TO ANY PERSON LOCATED OR RESIDENT IN ANY<br />
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.<br />
Expected Timetable of the Invitation<br />
Event<br />
Commencement of the Invitation Period<br />
Copies of the Invitation for Offers are available to Holders<br />
from the Tender Agent, subject to invitation and<br />
distribution restrictions and notice of the Invitation<br />
published through Euroclear and Clearstream.<br />
Expected Dates and Times<br />
(All times are CET)<br />
On 18 July 2012<br />
Invitation Expiration<br />
Deadline for receipt of all Electronic Offer Instructions.<br />
5.00 p.m. on 26 July 2012<br />
End of Invitation Period.<br />
FX Rate fixed by Dealer Managers from Bloomberg<br />
Screen FXC.<br />
At or around 5.00 p.m. on 26 July 2012<br />
Announcement of Invitation Results<br />
Announcement by the Purchaser of:<br />
On 27 July 2012<br />
- the FX Rate;<br />
- the Subordinated Notes Final Acceptance Amount, the<br />
Senior Notes Final Acceptance Amount and, if<br />
applicable, any Pro-Ration Factor; and<br />
- the aggregate principal amount of the Notes of each<br />
Series offered for sale by Holders and accepted by the<br />
Purchaser for purchase.<br />
Settlement Date<br />
Payment of Total Purchase Price and Accrued Amount<br />
Payment for Notes offered for sale by Holders and<br />
accepted by the Purchaser for purchase.<br />
On 2 August 2012<br />
The above times and dates are subject to the right of the Purchaser to extend, re-open, amend and/or<br />
terminate the Invitation (subject to applicable law and as provided in this Invitation for Offers in<br />
“Amendment and Termination”).<br />
Holders are advised to check with any broker, dealer, bank, custodian, trust, company, nominee or other<br />
intermediary through which they hold their Notes whether such intermediary needs to receive instructions<br />
from a Holder before the deadlines set out above in order for that Holder to be able to participate in or (in the<br />
limited circumstances in which revocation is permitted) revoke their instruction to participate in, the<br />
Invitation. The deadlines set by each Clearing System for the submission of Electronic Offer<br />
Instructions will be earlier than the deadlines above.<br />
Announcements in connection with the Invitation will be made, as applicable, (a) by publication on the<br />
website of the Luxembourg Stock Exchange and Irish Stock Exchange, (b) by the delivery of notices to the<br />
Clearing Systems for communication to Direct Participants, and/or (c) through the issue of a <strong>press</strong> <strong>release</strong> to<br />
a Notifying News Service, and may also be found on the relevant Reuters International Insider Screen.<br />
6
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED<br />
STATES OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR TO ANY PERSON LOCATED OR RESIDENT IN ANY<br />
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.<br />
Holders are invited to read carefully the Invitation for Offers for all the details and information on the<br />
procedures to participate in the Invitation for Offers.<br />
Banca IMI S.p.A., Goldman Sachs International, HSBC Bank plc, J.P. Morgan Securities plc and Société<br />
Générale are acting as Dealer Managers of the Invitation.<br />
Lucid Issuer Services Limited is acting as Tender Agent of the Invitation.<br />
DEALER MANAGERS<br />
Banca IMI S.p.A.<br />
Largo Mattioli, 3<br />
20121 Milan, Italy<br />
Attention: Debt Capital Markets<br />
Email: dcm.fig@bancaimi.com<br />
Tel: +39 02 7261 5362<br />
HSBC Bank plc<br />
8 Canada Square<br />
London E14 5HQ, United Kingdom<br />
Attention: Liability Management<br />
Email: liability.management@hsbcib.com<br />
Tel: +44 20 7992 6237<br />
Goldman Sachs International<br />
Peterborough Court<br />
133 Fleet Street<br />
London EC4A 2BB, United Kingdom<br />
Attention: Liability Management Team<br />
Email: liabilitymanagement.eu@gs.com<br />
Tel: +44 20 7774 4799<br />
J.P. Morgan Securities plc<br />
25 Bank Street<br />
Canary Wharf<br />
London E14 5JP, United Kingdom<br />
Attention: Liability Management<br />
Email: emea_lm@jpmorgan.com<br />
Tel: +44 20 7777 3548<br />
Société Générale<br />
41 Tower Hill<br />
London EC3N 4SG, United Kingdom<br />
Attention: Liability Management<br />
Email: liability.management@sgcib.com<br />
Tel: +44 20 7676 7579<br />
Tender Agent<br />
Lucid Issuer Services Limited<br />
Leroy House<br />
436 Essex Road<br />
London N1 3QP<br />
Attention: Sunjeeve Patel / David Shilson /<br />
Thomas Choquet / Paul Kamminga<br />
Tel: +44 (0) 20 7704 0880<br />
Email: <strong>intesa</strong>@lucid-is.com<br />
7
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED<br />
STATES OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR TO ANY PERSON LOCATED OR RESIDENT IN ANY<br />
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.<br />
DISCLAIMER This <strong>announcement</strong> must be read in conjunction with the Invitation for Offers. This <strong>announcement</strong> and the Invitation<br />
for Offers contain important information which should be read carefully before any decision is made with respect to the Invitation. If<br />
you are in any doubt as to the contents of this <strong>announcement</strong> or the Invitation for Offers or the action you should take, you are<br />
recommended to seek your own financial and legal advice, including in respect of any tax consequences, immediately from your<br />
stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose<br />
Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such<br />
entity if it wishes to offer for sale the Notes pursuant to the Invitation. None of the Dealer Managers, the Tender Agent or the<br />
Purchaser makes any recommendation as to whether Holders should offer Notes for sale pursuant to the Invitation.<br />
OFFER AND DISTRIBUTION RESTRICTIONS<br />
Neither this <strong>announcement</strong> nor the Invitation for Offers constitute an offer to buy or a solicitation of an offer to sell Notes in any<br />
jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable<br />
securities laws or otherwise. The distribution of this <strong>announcement</strong> and the Invitation for Offers in certain jurisdictions (in particular,<br />
the United States, Italy, the United Kingdom, France and Belgium) may be restricted by law. Persons into whose possession this<br />
<strong>announcement</strong> or the Invitation for Offers comes are required by each of Dealer Managers, the Purchaser and the Tender Agent to<br />
inform themselves about, and to observe, any such restrictions.<br />
No action has been or will be taken in any jurisdiction in relation to the Invitation that would permit a public offering of securities.<br />
United States<br />
The Invitation is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or<br />
instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to,<br />
for the account or benefit of, U.S. persons. This includes, but is not limited to, facsimile transmission, electronic mail, telex,<br />
telephone, the internet and other forms of electronic communication. Accordingly, copies of this <strong>announcement</strong>, the Invitation for<br />
Offers and any other documents or materials relating to the Invitation are not being, and must not be, directly or indirectly mailed or<br />
otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the<br />
United States or to U.S. persons, and the Notes cannot be offered for purchase in the Invitation by any such use, means,<br />
instrumentality or facilities or from within the United States or by U.S. persons. Any purported Offer of Notes resulting directly or<br />
indirectly from a violation of these restrictions will be invalid, and any purported Offer of Notes made by a U.S. person, a person<br />
located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving<br />
instructions from within the United States or for a U.S. person will be invalid and will not be accepted.<br />
Neither this <strong>announcement</strong> nor the Invitation for Offers is an offer of securities for sale in the United States or to U.S. persons. The<br />
Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or jurisdiction of the<br />
United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit<br />
of U.S. persons. The purpose of this <strong>announcement</strong> and the Invitation for Offers is limited to the Invitation, and this <strong>announcement</strong><br />
and the Invitation for Offers may not be sent or given to any person other than in accordance with Regulation S under the Securities<br />
Act.<br />
Each Holder participating in the Invitation will represent that it is not located in the United States and is not participating in the<br />
Invitation from the United States, that it is participating in the Invitation in accordance with Regulation S under the Securities Act<br />
and that it is not a U.S. person or it is acting on a non-discretionary basis for a principal located outside the United States that is not<br />
giving an order to participate in the Invitation from the United States and is not a U.S. person.<br />
As used herein and elsewhere in this <strong>announcement</strong> and the Invitation for Offers, United States means United States of America, its<br />
territories and possessions, any state of the United States of America and the District of Columbia and "U.S. person" has the meaning<br />
given to such term in Regulation S under the Securities Act.<br />
Italy<br />
Neither this <strong>announcement</strong>, the Invitation for Offers nor any other documents or material relating to the Invitation have been or will<br />
be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB), pursuant to applicable<br />
Italian laws and regulations.<br />
In Italy, the Invitation on each Series of Notes is being carried out as exempted offers pursuant to article 101-bis, paragraph 3-bis of<br />
Legislative Decree No. 58 of 24 February 1998, as amended and article 35-bis paragraph 4 of CONSOB Regulation No. 11971 of 14<br />
May 1999, as amended.<br />
Holders or beneficial owners of the Notes can submit offers to sell their Notes through authorised persons (such as investment firms,<br />
banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial<br />
Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of<br />
September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB<br />
or any other Italian authority.<br />
8
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED<br />
STATES OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR TO ANY PERSON LOCATED OR RESIDENT IN ANY<br />
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.<br />
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in<br />
connection with the Notes or this <strong>announcement</strong> or the Invitation for Offers.<br />
United Kingdom<br />
The communication of this <strong>announcement</strong>, the Invitation for Offers and any other documents or materials relating to the Invitation is<br />
not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21<br />
of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and<br />
must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a<br />
financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment<br />
professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the<br />
Financial Promotion Order)) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom<br />
it may otherwise lawfully be made under the Financial Promotion Order.<br />
France<br />
The Invitation is not being made, directly or indirectly, to the public in the Republic of France (France). Neither this <strong>announcement</strong>,<br />
the Invitation for Offers nor any other document or material relating to the Invitation has been or shall be distributed to the public in<br />
France and only (a) providers of investment services relating to portfolio management for the account of third parties (personnes<br />
fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (b) qualified investors (investisseurs<br />
qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles<br />
L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code Monétaire et Financier are eligible to participate in the Invitation.<br />
This <strong>announcement</strong> and the Invitation for Offers have not been approved by, and will not be submitted for clearance to, the Autorité<br />
des Marchés Financiers.<br />
Belgium<br />
Neither this <strong>announcement</strong>, the Invitation for Offers nor any other documents or materials relating to the Invitation have been, or will<br />
be, submitted for approval or recognition to the Financial Services and Markets Authority (Autorité des Services et Marchés<br />
Financiers / Autoreit Financiele diensten en markten) and, accordingly, the Invitation may not be made in Belgium by way of a<br />
public offering, as defined in Article 3 of the Belgian law of 1 April 2007 on public takeover bids (Loi relative aux offers publiques<br />
d’acquisition / Wet op de openbare overnamebiedingen (the Law on Public Acquisition Offers)) or as defined in Article 3 of the<br />
Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on<br />
regulated markets (Loi relative aux offres publiques d’instruments de placement et aux admissions d’instruments de placement à la<br />
négociation sur des marchés réglementés / Wet op de openbare aanbieding van beleggingsinstrumenten en de toelating van<br />
beleggingsinstrumenten tot de verhandeling op een gereglementeerde markt (the Law on Public Offerings)), each as amended or<br />
replaced from time to time. Accordingly, the Invitation may not be advertised, and the Invitation will not be extended, and neither<br />
this <strong>announcement</strong>, the Invitation for Offers nor any other documents or materials relating to the Invitation (including any<br />
memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or<br />
indirectly, to any person in Belgium other than "qualified investors" (as referred to in Article 10 of the Law on Public Offerings and<br />
Article 6 of the Law on Public Acquisition Offers), acting on their own account. Insofar as Belgium is concerned, this <strong>announcement</strong><br />
and the Invitation for Offers have been issued only for the personal use of the above qualified investors and exclusively for the<br />
purpose of the Invitation. Accordingly, the information contained in this <strong>announcement</strong> and the Invitation for Offers may not be used<br />
for any other purpose or disclosed to any other person in Belgium.<br />
General<br />
This <strong>announcement</strong> and the Invitation for Offers do not constitute an offer to sell or buy or the solicitation of an offer to sell or buy<br />
the Notes, and Offers in respect of Notes pursuant to the Invitation will not be accepted from Holders in any circumstances in which<br />
such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Invitation to be<br />
made by a licensed broker or dealer and any of the Dealer Managers or any of their respective affiliates is such a licensed broker or<br />
dealer in any such jurisdiction, the Invitation shall be deemed to be made on behalf of the Purchaser by such Dealer Manager or<br />
affiliate (as the case may be) in such jurisdiction.<br />
Investor Relations<br />
Media Relations<br />
+39.02.87943180 +39.02.87963531<br />
investor.relations@<strong>intesa</strong>sanpaolo.com<br />
stampa@<strong>intesa</strong>sanpaolo.com<br />
group.<strong>intesa</strong>sanpaolo.com<br />
9