Prospectus - Notowania
Prospectus - Notowania Prospectus - Notowania
5.1.10 Procedure for exercising any right of first bid, for the tradability of the subscription rights and for the treatment of unexercised subscription rights. In Italy and Germany, the option rights shall be exercised, or be forfeited, during the Option Term between January 11, 2010 and January 29, 2010, including the starting and ending dates. In Poland, the option rights shall be exercised, or be forfeited, during the Option Term between January 14, 2010 and January 29, 2010, including the starting and ending dates. 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. The option rights not exercised by January 29, 2010 shall be offered on the MTA by the Issuer, in accordance with Article 2441, third paragraph, of the Italian Civil Code. 5.2 Allocation and allotment plan 5.2.1 Recipients and markets of the Offer The Shares are offered as option to all holders of ordinary and savings shares of the Company. Authorisation to publish the Prospectus (as per Consob note no. 10000709, of January 7, 2010) is valid in Italy and, as a result of the procedure as per Article 11, Paragraph 1 of the Issuers’ Regulations, in Germany and Poland. For the purposes of the procedure as per Article 11, Paragraph 1 of the Issuers' Regulations, the Prospectus was translated in English and the summary note was translated in German and in Polish. Therefore, the Offer is promoted exclusively on the English, German and Polish market on the basis of the Prospectus, subject to the provisions that follow for the offer to some investors abroad. The Offer is addressed, without distinction and at equal conditions, to all UniCredit shareholders without limitations or exclusions of the benefit of option, but it is not and shall not be promoted, directly or indirectly, to investors residing in the United States of America, in Canada, in Japan and in Australia, as well as in any other one of the Excluded Countries. Equally, individual adhesions originating, directly or indirectly, from United States of America, Canada, Japan and Australia, as well as from the Excluded Countries in which said adhesions are in violation of local regulations, shall not be accepted. The Offer is not, nor shall it be, promoted or communicated, directly or indirectly, and it may not be accepted, directly or indirectly, in and from the Excluded Countries with any means, hence not using either the postal services or any other domestic or international instrument for communication or trade (including, by way of example, the postal network, the fax, telex, electronic mail, telephone and the Internet) of the Excluded Countries, or through any of the domestic regulated markets of the Excluded Countries, or in any other way. Every adhesion to the Offer effected, directly or indirectly, in violation of the above limitations shall be deemed null and void and shall not be accepted. Shareholders residing in the United States of America, Canada, Japan - 438 -
and Australia, and in the other Excluded Countries, therefore, may not be able to exercise and/or sell the option rights in accordance with the regulations that may apply to them. These persons, therefore, should obtain specific legal advice on these matters before they undertake any action. The Issuer reserves the right not to allow such persons to exercise and/or to sell the aforesaid option rights, if it should note that this violates laws and/or regulations applicable in other Countries. The Shares and the related option rights have not been and will not be registered in accordance with the Securities Act, or in accordance with the corresponding regulations in force in the other Excluded Countries. UniCredit has also prepared and information document in English for the institutional offer (International Offering Circular), meant for: (i) in the United States of America, QIBs, as defined by Rule 144A adopted in accordance with the Securities Act, through private placement in accordance with Section 4 (2) of the Securities Act and (ii) outside the United States of America, to institutional investors in compliance with the provisions of Regulation S issued in accordance with the Securities Act. 5.2.2 Commitments to subscribe the Shares As at the Date of the Prospectus, to the best of the Issuer’s knowledge, neither the members of the Board of Directors and of the Board of Statutory Auditors, nor the other officers expressed any determination with respect to the subscription of the Shares to which they are entitled in relation to the UniCredit ordinary and/or savings shares owned by them. For additional details, see Second Section, Chapter 5, Paragraph 5.4.3 of the Prospectus. 5.2.3 Information to be notified before the allotment In view of the nature of the Offer as Option, there will be no notices to subscribers before the allotment of the Shares. 5.2.4 Procedure for communicating the allotted amount to subscribers The notice of allotment of the Shares will be served to the respective clients by the authorised intermediaries adhering to the system for the centralised transfer of shares managed by Monte Titoli, Clearstream or NDS. 5.2.5 Over allotment and Greenshoe 5.3 Setting the Price Not applicable to the present Offer. 5.3.1 Offer Price The Offer Price, of €1.589 per Share, whereof €1.089 as premium, was set by the UniCredit Board of Directors on January 7, 2010. The Issuer shall not impose any accessory charge or expense on the applicant. - 439 -
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and Australia, and in the other Excluded Countries, therefore, may not be able to<br />
exercise and/or sell the option rights in accordance with the regulations that may apply<br />
to them. These persons, therefore, should obtain specific legal advice on these matters<br />
before they undertake any action. The Issuer reserves the right not to allow such<br />
persons to exercise and/or to sell the aforesaid option rights, if it should note that this<br />
violates laws and/or regulations applicable in other Countries.<br />
The Shares and the related option rights have not been and will not be registered in<br />
accordance with the Securities Act, or in accordance with the corresponding<br />
regulations in force in the other Excluded Countries.<br />
UniCredit has also prepared and information document in English for the institutional<br />
offer (International Offering Circular), meant for: (i) in the United States of America,<br />
QIBs, as defined by Rule 144A adopted in accordance with the Securities Act, through<br />
private placement in accordance with Section 4 (2) of the Securities Act and (ii)<br />
outside the United States of America, to institutional investors in compliance with the<br />
provisions of Regulation S issued in accordance with the Securities Act.<br />
5.2.2 Commitments to subscribe the Shares<br />
As at the Date of the <strong>Prospectus</strong>, to the best of the Issuer’s knowledge, neither the<br />
members of the Board of Directors and of the Board of Statutory Auditors, nor the<br />
other officers expressed any determination with respect to the subscription of the<br />
Shares to which they are entitled in relation to the UniCredit ordinary and/or savings<br />
shares owned by them.<br />
For additional details, see Second Section, Chapter 5, Paragraph 5.4.3 of the<br />
<strong>Prospectus</strong>.<br />
5.2.3 Information to be notified before the allotment<br />
In view of the nature of the Offer as Option, there will be no notices to subscribers<br />
before the allotment of the Shares.<br />
5.2.4 Procedure for communicating the allotted amount to subscribers<br />
The notice of allotment of the Shares will be served to the respective clients by the<br />
authorised intermediaries adhering to the system for the centralised transfer of shares<br />
managed by Monte Titoli, Clearstream or NDS.<br />
5.2.5 Over allotment and Greenshoe<br />
5.3 Setting the Price<br />
Not applicable to the present Offer.<br />
5.3.1 Offer Price<br />
The Offer Price, of €1.589 per Share, whereof €1.089 as premium, was set by the<br />
UniCredit Board of Directors on January 7, 2010.<br />
The Issuer shall not impose any accessory charge or expense on the applicant.<br />
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