Prospectus - Notowania

Prospectus - Notowania Prospectus - Notowania

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19.01.2013 Views

5. CONDITIONS OF THE OFFERING 5.1 Conditions, statistics relating to the Offering, expected schedule and procedures to underwrite the Offering 5.1.1 Conditions to which the Offering is subordinated The Offering is not subordinated to conditions. 5.1.2 Total amount of the Offering The Shares constituting the subject of the Offering derive from the capital increase resolved by the Issuer’s extraordinary shareholders' meeting of November 16, 2009. The issuer’s extraordinary shareholders' meeting resolved, among other matters, an issue of share capital to be freed by contribution in cash for a total maximum amount of €4,000,000,000 – including any issue premium – to be carried out, also in separable form, no latter than June 30, 2010 by the issue of ordinary shares with regular enjoyment with a unit par value of €0.50 each, to be offered as an option to the shareholders who hold ordinary shares and to the bearers of savings shares of the Company in accordance with Article 2441, first, second and third paragraph, of the Italian Civil Code and therefore to vest the Board of Directors with all broadest powers to: i) define the issue price (inclusive of the premium) with reference to the Theoretical Ex Right Price or TERP of the UniCredit ordinary shares, calculated according to current methodologies, on the basis of the official Stock Exchange price on the stock market trading day preceding the determination of the issue price by the Board of Directors and possibly discounted to the extent that will be set by the Board of Directors on the basis of the market conditions prevalent at the time of the actual launch of the share capital issue, provided that the issue price of each ordinary share may in no case be lower than its unit par value (€0.50); ii) determine – as a consequence to what is provided in (i) – the maximum number of newly issued shares as well as the assignment ratio in the option; iii) determine the time frame for the execution of the share capital issue resolution, in particular for the launch of the offer of the option rights as well as the subsequent offer on the stock exchange of any rights not opted at the end of the subscription period, in compliance with the final date of 30 June 2010. On January 7, 2010, the Board of Directors of the Company resolved to issue no. 2,516,889,453 newly issued ordinary shares, having the same characteristics as outstanding shares, to be offered as options to shareholders at the price of €1.589 per share, whereof €1.089 as premium, with the ratio of no. 3 newly issued shares every no. 20 ordinary and/or savings shares owned, for a total value of €3,999,337,340.82. Therefore, the value of the Offering is €3,999,337,340.82 whereof €1,258,444,726.50 by way of capital and €2,740,892,614.32 by way of premium. 5.1.3 Validity of the Offering, possible changes and underwriting procedures In Italy and Germany the option rights shall be exercised, or be forfeited, within the Option Term from January 11, 2010 to January 29, 2010, including the starting and - 434 -

ending dates, by submitting a request with the authorised intermediaries adhering to the system for the centralised transfer of shares of Monte Titoli and Clearstream. In Poland the option rights shall be exercised, or be forfeited, within the Option Term from January 14, 2010 to January 29, 2010, including the starting and ending dates, by submitting a request with the authorised intermediaries adhering to the system for the centralised transfer of shares of NDS where the option rights are in custody. If the holders of the option rights retain their own option rights in a deposit opened with a custodian bank, the subscription form shall be sent to the intermediary who carries out the instructions of the clients of the custodian bank. The option rights shall be tradable on the MTA from January 11, 2010 to January 22, 2010, including the starting and ending dates, and on the Warsaw Stock Exchange from January 14, 2010 to January 22, 2010, including the starting and ending dates. Within the month following the expiration of the Option Term, the Issuer shall offer any unexercised option rights on the MTA for at least five open market days, in accordance with Article 2441, third paragraph of the Italian Civil Code. The schedule of the transaction is indicative and it may be subject to change if events and circumstances outside the issuer’s control should occur, including particular conditions of volatility of the financial markets, which may compromise the favourable outcome of the Offering. Any changes to the Option Term shall be notified to the public with a notice to be published with the same disclosure procedures as the Prospectus. In any case, the start of the Offering shall take place no later than one month from the date of issue of the Consob instruction authorising the publication of the Prospectus. Additionally, the schedule relating to the Offering in Poland could be subject to possible changes due to the different offering procedures currently in force in Italy and in Poland. In particular, the owners of shares deposited with authorised intermediaries adhering to the system for the centralised transfer of shares of NDS that the Issuer could provide in Poland additional information about the procedures and terms of the Offering and of the subscription, including a fac-simile of the subscription form, through the publication of appropriate information documents (current report). Adhesion to the Offering shall take place by underwriting forms prepared for this purpose by the authorised intermediaries adhering to the system for the centralised transfer of shares of Monte Titoli, Clearstream and NDS, which shall contain at least the identifying elements of the Offering and the following information reproduced with characters that allow for easier reading. - the notice that the adherent may receive a copy of the Prospectus free of charge; - the reference to the First Section, “Risk Factors” Chapter contained in the Prospectus. Adhesions to the Offering by subscribers in Germany or Poland shall be notified to Monte Titoli through Clearstream or NDS, no later than 4.30 p.m. (Italian time) of the last day of the Option Term or no later than 6.00 p.m. if the notices are sent electronically. - 435 -

ending dates, by submitting a request with the authorised intermediaries adhering to<br />

the system for the centralised transfer of shares of Monte Titoli and Clearstream.<br />

In Poland the option rights shall be exercised, or be forfeited, within the Option Term<br />

from January 14, 2010 to January 29, 2010, including the starting and ending dates, by<br />

submitting a request with the authorised intermediaries adhering to the system for the<br />

centralised transfer of shares of NDS where the option rights are in custody. If the<br />

holders of the option rights retain their own option rights in a deposit opened with a<br />

custodian bank, the subscription form shall be sent to the intermediary who carries out<br />

the instructions of the clients of the custodian bank.<br />

The option rights shall be tradable on the MTA from January 11, 2010 to January 22,<br />

2010, including the starting and ending dates, and on the Warsaw Stock Exchange<br />

from January 14, 2010 to January 22, 2010, including the starting and ending dates.<br />

Within the month following the expiration of the Option Term, the Issuer shall offer<br />

any unexercised option rights on the MTA for at least five open market days, in<br />

accordance with Article 2441, third paragraph of the Italian Civil Code.<br />

The schedule of the transaction is indicative and it may be subject to change if events<br />

and circumstances outside the issuer’s control should occur, including particular<br />

conditions of volatility of the financial markets, which may compromise the<br />

favourable outcome of the Offering. Any changes to the Option Term shall be notified<br />

to the public with a notice to be published with the same disclosure procedures as the<br />

<strong>Prospectus</strong>. In any case, the start of the Offering shall take place no later than one<br />

month from the date of issue of the Consob instruction authorising the publication of<br />

the <strong>Prospectus</strong>. Additionally, the schedule relating to the Offering in Poland could be<br />

subject to possible changes due to the different offering procedures currently in force<br />

in Italy and in Poland. In particular, the owners of shares deposited with authorised<br />

intermediaries adhering to the system for the centralised transfer of shares of NDS that<br />

the Issuer could provide in Poland additional information about the procedures and<br />

terms of the Offering and of the subscription, including a fac-simile of the subscription<br />

form, through the publication of appropriate information documents (current report).<br />

Adhesion to the Offering shall take place by underwriting forms prepared for this<br />

purpose by the authorised intermediaries adhering to the system for the centralised<br />

transfer of shares of Monte Titoli, Clearstream and NDS, which shall contain at least<br />

the identifying elements of the Offering and the following information reproduced<br />

with characters that allow for easier reading.<br />

- the notice that the adherent may receive a copy of the <strong>Prospectus</strong> free of charge;<br />

- the reference to the First Section, “Risk Factors” Chapter contained in the<br />

<strong>Prospectus</strong>.<br />

Adhesions to the Offering by subscribers in Germany or Poland shall be notified to<br />

Monte Titoli through Clearstream or NDS, no later than 4.30 p.m. (Italian time) of the<br />

last day of the Option Term or no later than 6.00 p.m. if the notices are sent<br />

electronically.<br />

- 435 -

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