UBI Banca Group

Strengthening capital
The share capital increase
In the spring of 2011, UBI Banca performed a large increase in its share capital of one billion
euro in order to anticipate changes underway in the regulatory context and, thanks to the
traditional solidity of the Group, also to grasp opportunities for endogenous growth. A
summary is given below of the stages of the operation announced on 28 th March 2011.
13 th May 2011
The Management Board, after receiving authorisation from the Supervisory Board, passed a
resolution to implement the authorisation conferred on it by the Shareholders’ Meeting of 30 th
April 2011 to increase the share capital, in more than one issuance and for payment in cash,
by a maximum amount of 1 billion euro inclusive of the share premium with option rights for
shareholders and holders of the convertible bonds “UBI 2009/2013 convertibile con facoltà di
rimborso in azioni”. It also provided for the presentation of a prospectus to the Consob (Italian
securities market authority) for prior authorisation to publish it.
1 st June 2011
The governing bodies of the bank decided to issue a maximum number of 262,580,944
ordinary shares with a par value of 2.50 euro each, of the same class as those in issue and
with normal dividend entitlement, to be offered as an option to shareholders and to the
holders of the convertible bonds “UBI 2009/2013 convertibile con facoltà di rimborso in azioni”,
at a price of 3.808 euro per share, inclusive of a share premium of 1.308 euro, for a maximum
nominal amount of 656,452,360 euro and for a total maximum amount (inclusive of the share
premium) of 999,908,234.75 euro.
The shares were offered at a ratio of eight new shares for every 21 shares owned and/or every
21 “UBI 2009/2013 convertibile con facoltà di rimborso in azioni” convertible bonds owned. The
subscription price was calculated by applying a discount of approximately 22.43% on the
theoretical ex-rights price of UBI Banca shares, calculated on the basis of the official stock
market price on 1 st June 2011.
Following the issue of authorisation from the Consob (memorandum No. 11050124), the
prospectus was published in accordance with the law and made available to the public at the
registered offices of the Bank, on the corporate website (www.ubibanca.it) and on the Borsa
Italiana website (www.borsaitaliana.it).
It was filed with the Consob on 3 rd June 2011.
5 th June 2011
In implementation of Art. 7 of the regulations for the “Warrant azioni ordinarie UBI Banca
2009/2011” warrants an adjustment to the exercise price was announced following the
increase in the share capital. The price for the exercise of the warrants fell from 12.30 euro per
share to 11.919 euro per share 2 .
6 th -24 th June 2011 (rights offer period)
6 th -17 th June 2011 (option rights are traded)
During the rights offer period, 636,120,051 rights were exercised and therefore a total of
242,331,448 shares were subscribed (92.3% of the total shares offered) for a total amount of
922,798,153.98 euro.
Also the Banca del Monte di Lombardia Foundation and the Cassa Risparmio di Cuneo
Foundation received authorisation from the Ministry of the Economy and participated in the
share capital increase by exercising all the option rights due to them.
At the end of the period, 53,154,927 rights for the subscription of 20,249,496 shares (7.7% of
the shares offered) had not been exercised for a total amount of 77,110,080.77 euro.
2 Art. 7, letter a) of the Regulations stated that if between the issue date of the warrants and 7 th July 2011, a resolution were passed
and implemented to increase the share capital by payment in cash through the issue of new shares, the exercise price must be
reduced by an amount calculated according to the provisions contained in those Regulations.
36