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Prospectus - Notowania

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On December 30, 2008, the contribution from UniCredit Real Estate, a company wholly<br />

controlled by UniCredit, to a closed end mutual real estate investment fund was completed,<br />

under Italian law and reserved for qualified investors, known as “Omicron Plus Immobiliare”<br />

and managed by Fimit, regarding a portfolio of 72 properties. The value of shares received<br />

stood at €323 million net of indebtedness contracted (value of the property contribution equal<br />

to €799 million determined on the basis of the valuation carried out by a Real Estate Advisory<br />

Group independent expert). As at December 31, 2008, 62% of the shares in question were<br />

subscribed by institutional investors (amounting to €200 million), while the remaining 38%<br />

(totalling €123 million) were retained by the Group. The sale of shares resulted in a capital<br />

gain as at December 31, 2008, after deduction of taxes, of €280 million, with a positive impact<br />

of approximately 5 basis points on the Group’s Core Tier 1 Ratio. In the third quarter of 2009,<br />

URE completed the sale, to qualified investors, of shares held in the Fondo Omicron Plus<br />

(Omicron Plus Fund) and in particular, on September 30, 2009, UniCredit Real Estate<br />

concluded the sale of 3,200 of said shares to a company affiliated to GIC Real Estate (“GIC<br />

RE”), a real estate branch of the Government of Singapore Investment Corporation, for a total<br />

amount of €78 million. The sale of shares to GIC RE allowed UniCredit Real Estate to<br />

complete the sale of all shares held in the Omicron Plus Fund following the contribution in<br />

December 2008, with a capital gain of €163 million in 2009 (of which roughly €131 million in<br />

the third quarter of 2009) after deduction of taxes and transaction costs, which added to the<br />

€280 million already incurred in 2008. In addition, within the framework of the transaction, on<br />

September 30, 2009, UniCredit Real Estate contributed an additional portfolio, composed of<br />

179 instrumental properties for a total value of roughly €527 million, in respect of which new<br />

shares were issued for which it was expected that placement could be made with qualified<br />

investors identified by Fimit by the first half of 2010. The properties subject of the second<br />

contribution will be leased entirely to Group companies via 18-year leasing contracts,<br />

renewable for a further 6 years, with characteristics as such that allow the required flexibility in<br />

management of the Group's commercial network.<br />

Finally, again in line with the objectives of rationalisation of the Group’s real estate assets, on<br />

September 29, 2009, an additional transaction was completed by UniCredit Real Estate which<br />

transferred a real estate portfolio held by the Group to a closed-end real estate fund reserved to<br />

qualified investors, called the Fondo Core Nord Ovest and managed by REAM. UniCredit Real<br />

Estate subsequently sold the majority of the shares issued in respect of aforementioned<br />

contribution to qualified investors identified by REAM. With reference to said operations, the<br />

portfolio subject of the contribution is composed of 13 valuable historical buildings with a total<br />

contribution value of €574 million, whose purchase was 60% financed by a pool of banks. The<br />

fund will have a life of 15 years. The majority of the properties transferred to the fund will be<br />

subject to leasing contracts in favour of the Group with a term, according to the specific<br />

requirements of said Group, of 6 or 18 years, renewable for a further 6, with characteristics as<br />

such that allow the Group the required flexibility in management of its commercial network.<br />

The transfer of the majority of shares to qualified investors identified by REAM, including the<br />

Fondazione Cassa di Risparmio di Torino and other shareholder banking foundations of<br />

REAM, generated a capital gain of €110 million relative to the share transferred in the third<br />

quarter of 2009, after deduction of taxes and transaction costs.<br />

Intangible assets: breakdown by type of asset<br />

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