Prospectus - Notowania

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RISK FACTORS
It is maintained that Fin.Part was not in a position to absorb, using its own
resources, the acquisition of Cerruti and that the financial obligations associated
with the payment of the bond led to the company’s insolvency.
The bankruptcy receivership therefore requests compensation of the damages
for an amount totalling €211 million, which represents the difference between
the liabilities (€341 million) and the assets (€130 million) of the bankruptcy
estate, or another amount which will be established by the court. The defendants
are also requested to repay all the amounts received by way of fees, commission
and interest in relation to the alleged fraudulent activities.
By means of deed filed on December 23, 2008 the bankrupt C Finance S.A.
joined the legal proceedings.
The receivership maintains that the state of insolvency of C Finance S.A.,
already existing following its formation due to the issue of the bond and the
transfer of the proceeds to Fin.Part against the acquisition of assets lacking
value, should be ascribed to the banks as contributory to the financial difficulties
procured, since their officials contributed towards conceiving and carrying out
the transaction.
The banks are requested to compensate the damages to the extent of: a) the
entire bankruptcy liabilities (€308.1 million); or, alternatively, b) the sums
which were removed from C Finance S.A. in favour of Fin.Part and Fin.Part
International (€193 million); or, alternatively, c) the amounts received by
UniCredit (€123.4 million).
From another aspect, the banks are requested to return the sums collected
(amounting to €123.4 million plus €1.1 million in fees and commission) for the
invalidity due to unlawfulness of the lawsuit or illicit motive common to the
parties to the overall transaction which said operation was supposed to have
represented, aimed, according to the plaintiff, at the payment of Fin.Part’s debts
to UniCredit using the proceeds of the C Finance S.A. bond issue. Furthermore,
the transaction supposedly represented the means for evading Italian legislation
on the limits and formalities for the issue of bonds.
Via its legal advisors, the UniCredit Group is currently assessing the trialrelated
aspects and the relationship between the concurrent petitions of the two
bankrupts also in light of the appeal pursuant to Article 101 of Italian Royal
Decree No. 267 dated March 16, 1942 furthered by the bankrupt C Finance S.A.
vis-à-vis the bankrupt Fin.Part.
In January 2009, the court rejected a petition for preventive attachment
presented vis-à-vis the defendant not belonging to the UniCredit Group.
On June 9, 2009 the entry of appearance and statement of defence was filed in
the interests of UniCredit. During the hearing held on June 30, 2009 the judge
ordered the personal appearance of the parties so as to attempt settlement,
establishing the hearing on October 5, 2009 for this purpose.