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 STATES OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT. €750,000,000 Floating Rate Notes due 2016 issued by Banca Intesa S.p.A. (now Intesa Sanpaolo S.p.A.) (the “FRNs due 2016”) XS0278803712 €750,000,000 3-month Euribor + 0.175% p.a. 20 December 2016 €50,000 82.40% 2 €1,000,000,000 5.000 per cent. Senior Notes due 28 February 2017 issued by Intesa Sanpaolo S.p.A. (the “5.000% Notes due 2017”) XS0750763806 €1,000,000,000 5.000% p.a. 28 February 2017 €100,000 98.95% 2 €1,250,000,000 Floating Rate Notes due 2017 issued by Intesa Sanpaolo S.p.A. (the “FRNs due 2017”) XS0300196879 €1,250,000,000 3-month Euribor + 0.15% p.a. 18 May 2017 €50,000 80.50% 2 €1,450,000,000 4.75 per cent. Notes due 2017 issued by Intesa Sanpaolo S.p.A. (the “4.75% Notes due 2017”) XS0304508921 €1,450,000,000 4.75% p.a. 15 June 2017 €50,000 97.70% 2 €1,500,000,000 4.00 per cent. Senior Notes due 8 November 2018 issued by Intesa Sanpaolo S.p.A. (the “4.00% Notes due 2018”) XS0555977312 €1,500,000,000 4.00 % p.a. 8 November 2018 €100,000 91.60% 2 €1,500,000,000 4.125 per cent. Notes due 14 April 2020 issued by Intesa Sanpaolo S.p.A. (the “4.125% Notes due 2020”) XS0500187843 €1,500,000,000 4.125 % p.a. 14 April 2020 €50,000 89.10% 2 £350,000,000 5.25 per cent. Notes due 28 January 2022 issued by Intesa Sanpaolo S.p.A. (the “5.25% Notes due 2022”) XS0481342896 £350,000,000 5.25% p.a. 28 January 2022 £50,000 84.65% 2 (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 (equivalent) in aggregate principal amount of Senior Notes. (2) Subject to business day adjustment, in accordance with the terms and conditions of the relevant Notes. (3) And integral multiples of €1,000 in addition thereto. The Invitation – already approved by the Bank of Italy in respect of the repurchase of the Subordinated Notes – is carried out in Italy as an exempt offer pursuant to article 101-bis, paragraph 3-bis, of Legislative Decree No. 58 of 24 February 1998, as amended and supplemented, and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended and supplemented. The terms and conditions of the Invitation are indicated in the invitation for offers dated 18 July 2012 (the “Invitation for Offers”). Copies of the Invitation for Offers are available from the Tender Agent whose contact details are indicated below. Summary details of the Invitation are set forth below. 4
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT. Purchase Price and Accrued Amount The price to be paid by the Purchaser to each Holder who validly submits an offer to sell its Notes pursuant to the Invitation and whose Offer is – subject to application of the relevant Order of Priority and scaling of the Offers, if applicable - accepted by the Purchaser (such amount, in respect of each Series of Notes, the “Purchase Price”) is set out in the tables above. In addition, Holders whose Notes are accepted for purchase will receive, on the Settlement Date, an amount in cash equal to the accrued interest in respect of such Notes from (and including) the interest payment date immediately preceding the Settlement Date of the Invitation to (but excluding) the Settlement Date of the Invitation. Final Acceptance Amount, Order of Priority and scaling of Offers The Purchaser currently proposes to accept to purchase pursuant to the Invitation: - up to an amount to be determined taking into account the Purchase Price of the Subordinated Notes of each relevant Series, such that the Total Purchase Price to be paid by the Purchaser for all Subordinated Notes accepted for purchase by the Purchaser shall not exceed €1,000,000,000 (calculated using the Sterling equivalent, as applicable) (the final aggregate principal amount of all Subordinated Notes accepted for purchase pursuant to the Invitation being the “Subordinated Notes Final Acceptance Amount”); and - up to an amount to be determined taking into account the Purchase Price of the Senior Notes of each relevant Series, such that the Total Purchase Price to be paid by the Purchaser for all Senior Notes accepted for purchase by the Purchaser shall not exceed the sum of (a) €500,000,000 and (b) the Adjustment Amount(as defined below), if any (calculated using the Sterling equivalent, as applicable) (the final aggregate principal amount of all Senior Notes accepted for purchase pursuant to the Invitation being the “Senior Notes Final Acceptance Amount”). In the event that the Total Purchase Price for all Subordinated Notes validly offered pursuant to the Invitation and accepted for purchase by the Purchaser is less than €1,000,000,000, the Purchaser may, in its discretion, determine to allocate such difference towards accepting to purchase Senior Notes validly offered pursuant to the Invitation (the amount so allocated is referred to herein as the “Adjustment Amount”). In the event that valid Offers are received in respect of an aggregate principal amount of all Subordinated Notes or, as applicable, Senior Notes, that is greater than the Subordinated Notes Final Acceptance Amount or the Senior Notes Final Acceptance Amount, as applicable, the Purchaser will accept such valid Offers in the order of priority indicated in the tables above, subject to allocation of the Subordinated Notes Final Acceptance Amount between each Series of Subordinated Notes and the Senior Notes Final Acceptance Amount between each Series of Senior Notes, in each case, that rank equally in the applicable Order of Priority at the Purchaser’s discretion and the scaling of Offers (if any), all in the manner described in the section “Invitation – Final Acceptance Amount, Order of Priority and scaling of Offers” of the Invitation for Offers. The Purchaser reserves the right to accept significantly more or less (or none) of Subordinated Notes or, as applicable, Senior Notes of a Series, as compared to the other Series of Subordinated Notes or, as applicable, Senior Notes that rank equally in the applicable Order of Priority. Offer Instructions In order to offer to sell its Notes to the Purchaser pursuant to the Invitation, each Holder must validly submit an offer to sell its Notes by delivering, or arrange to have delivered on its behalf, a valid Electronic Offer Instruction to the Tender Agent before the Invitation Expiration indicated below. Electronic Offer Instructions will be irrevocable, save in the limited circumstances where revocation is permitted as indicated in the Invitation for Offers. 5
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