UBI Banca Group

4 th -7 th July 2011 (offer period of option rights not exercised)
In compliance with paragraph three of article 2441 of the Italian Civil Code, the unexercised
rights were offered on the stock exchange. In the first five days of the offer (4 th July 2011), all
the 53,154,927 unexercised options rights were sold through Mediobanca at an auction price
of 0.04 euro, with proceeds for UBI Banca of 2,126,197.08 euro, recognised within the share
premium reserve.
11 th July 2011
At the end of the period for the subscription of unexercised rights, 5,706,984 shares (2.17% of
the total newly issued shares offered) were subscribed, for a total of 21,732,195.07 euro.
Therefore. 14,542,512 shares (5.54% of the shares offered) remained that had not been
subscribed for a total amount of 55,377,885.70 euro, which on the following 18 th July were
made available to the underwriting syndicate 3 , in accordance with the underwriting agreement
signed on 1 st June 2011. The increase in the share capital of 999,908,234.75 euro, which was
fully subscribed for a total of 262,580,944 new shares was therefore completed on that date.
Share capital - number of shares: changes occurring during 2011
Date
Number of
shares issued
Reason Number of shares Share capital Share premium reserve
31.12.2010 639,145,902 1,597,864,755.0 7,100,378,060
3.3.2011 268 Bond conversion February 2011 639,146,170 1,597,865,425.0 7,100,380,807
3.6.2011 96 Bond conversion May 2011 639,146,266 1,597,865,665.0 7,100,381,791
24.6.2011 242,331,448 Exercise of rights for share capital increase 881,477,714 2,203,694,285.0 7,417,351,325
24.6.2011
Recognition of the expenses incurred for the increase in
the share capital net of tax 7,401,115,955
30.6.2011 881,477,714 2,203,694,285.0 7,401,115,955
5.7.2011 240 Bond conversion June 2011 881,477,954 2,203,694,885.0 7,401,118,415
5.7.2011 Sale of unexercised rights (*) 7,403,244,612
7.7.2011 19,309 Conversion of w arrants June 2011 881,497,263 2,203,743,157.5 7,403,426,483
11.7.2011 5,706,984 Exercise of unexercised rights 887,204,247 2,218,010,617.5 7,410,891,218
18.7.2011 14,542,512 Subscription by the syndicate 901,746,759 2,254,366,897.5 7,429,912,824
Bonds: "UBI 2009/2013 Convertibile con facoltà di rimborso in azioni" - w arrants: "Warrant azioni ordinarie UBI Banca 2009/2011"
(*) The sale of 53,154,927 unexercised rights at 0.04 euro each gave rise to proceeds of €2,126,197.08.
Other changes affecting the share capital of UBI Banca
Conversion of the bond “UBI 2009/2013 convertibile con facoltà di rimborso in azioni” 4
A total of 604 shares were issued against the presentation of bonds for a nominal amount of
7,701 euro in the period from 10 th January 2011 (date from which the right was exercisable)
until the date of this report for the exercise of conversion rights held by bondholders in
accordance with article 5 of the regulations.
More specifically, 240 new ordinary shares were issued on 5 th July (in relation to bonds for a
nominal amount of 3,060 euro presented for conversion in June). On 3 rd June, 96 shares were
issued against requests received in May (for a nominal amount of 1,224 euro presented), while
268 shares were issued on 3 rd March (for a nominal amount of 3,417 euro in relation to
applications presented in February).
3 The share issue was underwritten by a syndicate of banks co-ordinated and led by Mediobanca – Banca di Credito Finanziario S.p.A.
and Centrobanca – Banca di Credito Finanziario e Mobiliare S.p.A., as joint global co-ordinators, and by Morgan Stanley as co-global
co-ordinator. Mediobanca – Banca di Credito Finanziario Sps, Morgan Stanley, Barclays Capital, BNP Paribas, Citi, Deutsche Bank
AG London Branch and ING as joint bookrunners, together with the co-bookrunners, agreed to subscribe – under the usual terms
and conditions for this type of operation – those shares not taken up at end of the offer period on the stock exchange. Crédit Agricole
Corporate & Investment Bank, EQUITA S.I.M. Spa, HSBC, Intermonte, Natixis, Nomura, Société Générale Corporate & Investment
Banking and The Royal Bank of Scotland participated in the consortium as co-bookrunners.
4 UBI Banca did not take advantage of its right to settlement in cash under article seven of the regulations for the bond, nor did it
announce its intention to call the bonds under article 12 of the regulations.
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