Prospectus - Notowania
Prospectus - Notowania Prospectus - Notowania
Between the end of 2003 and the beginning of 2004, criminal investigations of some former Capitalia Group, now UniCredit, officers and managers were conducted in relation to the insolvency of Cirio Group. The trials resulting from these investigations, related to the Group's insolvency, involved the former Capitalia, (now UniCredit), one of the lending banks of said group and resulted in the some executives and officers of the former Capitalia (now UniCredit) being committed trial. Cirio S.p.A.’s extraordinary administration and several bondholders joined the criminal judgment as civil complainants without specifying damages claimed. UniCredit, also as the universal successor of UniCredit Banca di Roma was cited as legally liable. The proceedings are in the preliminary initial-discussion phase Similarly, with regard to the state of insolvency of the Parmalat Group, from the end of 2003 to the end of 2005, investigations were also carried out on certain executives and officers of the former Capitalia (now UniCredit), who had been committed for trial within the scope of three distinct criminal proceedings known as “Ciappazzi”, “Parmatour” and “Eurolat”). Companies of the Parmalat Group in extraordinary administration and numerous Parmalat bondholders are the plaintiffs in the civil suits in the aforementioned proceedings. All of the civil claimants’ lawyers have reserved the right to quantify damages at the conclusion of the first instance trials. In the “Ciappazzi” and “Parmatour” proceedings, several companies of the UniCredit Group have been named as civil defendants. Upon execution of the settlement of August 1, 2008 between UniCredit Group and Parmalat S.p.A., and as Parmalat Group companies in extraordinary administration, all civil charges were either waived or revoked. The officers involved in the proceedings in question maintain that they performed their duties in a legal and proper manner. Based on the advice of legal counsel, it is not possible, as at the Date of the Prospectus for UniCredit to reliably estimate the contingent liability from the aforementioned cases, although there is a potential risk of legal liability due to the complexity of the cases. Lehman As is widely known, 2008 witnessed periods of considerable instability in financial markets involving all major markets, particularly those in the United States. Several companies in the Lehman Brothers Group were put into receivership in the countries in which they operated. Specifically, in the U.S., Lehman Brothers Holdings Inc., among others, was put into receivership, while in the Netherlands, Lehman Brothers Treasury Co. BV was put into receivership. As a result, between the end of 2008 and September 30, 2009, a certain number of complaints were received concerning transactions involving financial instruments issued by Lehman Group companies or related to them. A careful review of these complaints is being conducted by the companies that received them. The number of pending cases as at September 30, 2009 is essentially negligible. - 356 -
Madoff In December 2008, Bernard L. Madoff, former chairman of the NASDAQ and owner of Bernard L. Madoff Investment Securities LLC (“BMIS”), an investment company registered with the Securities Exchange Commission (the “SEC”) and the Financial Industry Regulatory Authority (“FINRA”), was arrested on charges of securities fraud for what has been described by U.S. authorities as a Ponzi scheme. In the same month, a bankruptcy administrator (the "SIPA Trustee”) for the BMIS liquidation was appointed in accordance with the U.S. Securities Investor Protection Act of 1970. In March 2009, Bernard L. Madoff was found guilty of several crimes, including securities fraud, investment adviser fraud, and providing false information to the SEC: In June 2009, Bernard L. Madoff was sentenced to 150 years in prison. Following Bernard L. Madoff’s fraud conviction, several criminal and civil suits were filed in various countries against financial institutions and investment advisers by, or on behalf of, investors, intermediaries acting as brokers for investors and public entities in relation to losses incurred. The Issuer, some of its subsidiaries, and some of its employees or former employees were subpoenaed, or may be subpoenaed in the future, in the proceedings and/or investigations of the Madoff case in various countries, including the United States, Austria, and Chile. As at the date of Bernard L. Madoff’s arrest, the Alternative Investments division of Pioneer, a subsidiary of the Issuer (“PAI”), acted as investment manager and/or investment adviser for some funds that had invested in other funds with accounts at BMIS. Specifically, PAI acted as investment manager and/or investment adviser for the Primeo funds and AllWeather funds. PAI acted as the investment adviser for the Primeo funds in April 2007, after having been sold to BA Worldwide Fund Management (“BAWFM”), an indirect subsidiary of BA. The Primeo and AllWeather invested in other funds, which held accounts managed by BMIS. Certain documents prepared by these funds showed assets managed by the Issuer's subsidiaries on behalf of fund administrators of €805 million in November 2008. Based on these documents, the amount includes invested capital and proceeds from the investment. Given Bernard L. Madoff’s admission of guilt and the facts that emerged following the fraud committed by BMIS, it is clear that the amounts indicated in the aforementioned documents do not accurately reflect the investments made and the proceeds from these investments. As a result, the above amounts should not be considered indicative of the amount of losses incurred by final investors of the funds involved. Speculative funds established under Italian law and managed by PAI do not have any exposure to funds that invested in accounts managed by BMIS. HVB issued various tranches of debt securities whose potential yield was calculated based on the yield of a hypothetical structured investment (synthetic investment) in the Primeo funds. The notional value of the debt securities issued in reference to Primeo funds was €27 million. As at the Date of the Prospectus, some legal proceedings were brought in Germany regarding debt securities issued by HVB and connected to Primeo funds, citing HVB as the defendant. BAWFM, a subsidiary of BA, acted as investment adviser for Primeo funds beginning in April 2007. Some BA customers purchased shares in Primeo funds that were held by BA. - 357 -
- Page 305 and 306: Fondazione Ugo Foscolo (UniCredit &
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- Page 309 and 310: Person Position description Compens
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- Page 315 and 316: Friedrich Kadrnoska Director April
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- Page 321 and 322: 1 shares received in 2009 following
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- Page 331 and 332: The following table provides detail
- Page 333 and 334: November 2008 December 2008 January
- Page 335 and 336: 20. FINANCIAL INFORMATION REGARDING
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- Page 347 and 348: debited to the plaintiff’s accoun
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- Page 375 and 376: 10.02.2006 September 15, 2006 5,218
- Page 377 and 378: Only shareholders that individually
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- Page 381 and 382: Pursuant to Section 27 of the Artic
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- Page 389 and 390: 22.7. Agreement for the sale by BA
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- Page 397 and 398: S. NAME MEDIOBANCA BANCA DI CREDITO
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- Page 403 and 404: 2. RISK FACTORS For a description o
- Page 405 and 406: 3.4 Reasons for the Offer and Use o
Between the end of 2003 and the beginning of 2004, criminal investigations of some former<br />
Capitalia Group, now UniCredit, officers and managers were conducted in relation to the<br />
insolvency of Cirio Group. The trials resulting from these investigations, related to the Group's<br />
insolvency, involved the former Capitalia, (now UniCredit), one of the lending banks of said<br />
group and resulted in the some executives and officers of the former Capitalia (now UniCredit)<br />
being committed trial.<br />
Cirio S.p.A.’s extraordinary administration and several bondholders joined the criminal<br />
judgment as civil complainants without specifying damages claimed. UniCredit, also as the<br />
universal successor of UniCredit Banca di Roma was cited as legally liable. The proceedings<br />
are in the preliminary initial-discussion phase<br />
Similarly, with regard to the state of insolvency of the Parmalat Group, from the end of 2003 to<br />
the end of 2005, investigations were also carried out on certain executives and officers of the<br />
former Capitalia (now UniCredit), who had been committed for trial within the scope of three<br />
distinct criminal proceedings known as “Ciappazzi”, “Parmatour” and “Eurolat”).<br />
Companies of the Parmalat Group in extraordinary administration and numerous Parmalat<br />
bondholders are the plaintiffs in the civil suits in the aforementioned proceedings. All of the<br />
civil claimants’ lawyers have reserved the right to quantify damages at the conclusion of the<br />
first instance trials.<br />
In the “Ciappazzi” and “Parmatour” proceedings, several companies of the UniCredit Group<br />
have been named as civil defendants.<br />
Upon execution of the settlement of August 1, 2008 between UniCredit Group and Parmalat<br />
S.p.A., and as Parmalat Group companies in extraordinary administration, all civil charges<br />
were either waived or revoked.<br />
The officers involved in the proceedings in question maintain that they performed their duties<br />
in a legal and proper manner.<br />
Based on the advice of legal counsel, it is not possible, as at the Date of the <strong>Prospectus</strong> for<br />
UniCredit to reliably estimate the contingent liability from the aforementioned cases, although<br />
there is a potential risk of legal liability due to the complexity of the cases.<br />
Lehman<br />
As is widely known, 2008 witnessed periods of considerable instability in financial markets<br />
involving all major markets, particularly those in the United States.<br />
Several companies in the Lehman Brothers Group were put into receivership in the countries in<br />
which they operated. Specifically, in the U.S., Lehman Brothers Holdings Inc., among others,<br />
was put into receivership, while in the Netherlands, Lehman Brothers Treasury Co. BV was put<br />
into receivership.<br />
As a result, between the end of 2008 and September 30, 2009, a certain number of complaints<br />
were received concerning transactions involving financial instruments issued by Lehman Group<br />
companies or related to them. A careful review of these complaints is being conducted by the<br />
companies that received them. The number of pending cases as at September 30, 2009 is<br />
essentially negligible.<br />
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