UBI Banca Group

The public tender offer to purchase tier one instruments (preference shares) in issue
In order to optimise the structure of the consolidated supervisory capital with particular reference to the
highest quality component (common equity in accordance with Basel 3), UBI Banca made a public tender
offer to purchase the entire amount of the Group’s tier one instruments in circulation, with an offer of 80% of
the nominal amount.
The offer, authorised by the Bank of Italy, took place as follows:
• the “institutional offer” for qualified Italian and international investors [as defined by Art. 34-ter,
paragraph 1, letter b) of the issuers’ regulations] took place between 7 th and 16 th February 2012. It was
held under an exemption regime in accordance with the laws and regulations governing public purchase
and exchange offers. In addition to the price, those accepting the offer were paid interest accruing up to
the settlement date (22 nd February);
• the “retail offer” on the other hand took place between 24 th February and 12 th March 2012 in
accordance with Art. 102 and following of the consolidated finance act. It was destined to preference
shareholders resident or domiciled in Italy who are not qualified investors. This offer, authorised by the
CONSOB (Italian securities market authority) with Resolution No. 18111 of 22 nd February 2012, was on
the securities in issue on conclusion of the institutional offer. In this case too, those accepting the offer
were paid interest accruing up to the payment date (16 th March);
The public tender offer to purchase tier one instruments (preference shares) of the Group
ISIN number
Issuer
Nominal amount
of the securities
in issue on the
date of the offer
Consideration
as a
percentage of
the nominal
amount
Nominal amount of the
securities repurchased
Institutional
Offer
Retail Offer
Nominal amount
of the securities
in issue
subsequent to
the offer
XS0123998394 Banca Popolare di Bergamo Capital Trust € 227,436,000 80% € 40,966,000 € 852,000 € 185,618,000
XS0131512450 Banca Popolare Commercio e Industria Capital Trust € 101,388,000 80% € 28,746,000 € 5,284,000 € 67,358,000
XS0108805564 Banca Lombarda Preferred Securities Trust € 124,636,000 80% € 29,117,000 € 4,057,000 € 91,462,000
Total € 453,460,000 € 98,829,000 € 10,193,000 € 344,438,000
From an earnings and capital viewpoint, on conclusion of the two offers the UBI Banca Group will recognise
a net gain in the first quarter of 2012 of €15.8 million (€21.8 million before tax), corresponding to
approximately two basis points in terms of the core tier one ratio, calculated on the basis of risk weighted
assets as at 31 st December 2011. The repurchase will also result in a benefit in terms of a decrease in
interest expense of over €7 million per year.
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