NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
VOLUNTARY PUBLIC EXCHANGE OFFER LAUNCHED BY UNICREDIT S.P.A. ON ALL ORDINARY SHARES OF BANCO BPM S.P.A.
PRESS RELEASE
Notice pursuant to Article 84 of the Issuers' Regulation
(adopted by Consob with Resolution No. 11971 of 14 May 1999, as subsequently amended)
SHARE CAPITAL INCREASE RESERVED TO THE VOLUNTARY PUBLIC EXCHANGE OFFER LAUNCHED BY UNICREDIT S.P.A. FOR ALL THE ORDINARY SHARES OF BANCO BPM S.P.A.
Milan, 31 March 2025 - As anticipated in the press release of 30 March 2025, it is hereby announced that today the minutes of the Board of Directors of UniCredit S.p.A. ("UniCredit") held on 30 March 2025 have been registered with the Companies' Register of Milan Monza Brianza Lodi. The Board of Directors resolved, in execution of the delegation granted by the Extraordinary Shareholders' Meeting held on 27 March 2025 (also registered in the aforementioned Register of Companies on 28 March 2025), the share capital increase against payment, reserved to the voluntary public exchange offer launched by UniCredit pursuant to and for the purposes of articles 102 and 106, paragraph 4, of the TUF (the "Offer"), concerning all the ordinary shares of Banco BPM S.p.A. ("BPM").
The Board of Directors of UniCredit availed itself of the provisions set out in article 2343-ter, paragraph 2, letter b), of the Civil Code for the valuation of the BPM shares object of the contribution and for this purpose, on 24 February 2025 EY Advisory S.p.A. ("EY") issued its valuation report on the BPM shares which has been made available to the public in view of the Shareholders' Meeting of 27 March 2025.
UniCredit shareholders representing, as of the date of the resolution, at least one-twentieth of the share capital, in the amount before the increase, may exercise their right pursuant to article 2443, paragraph 4, of the Civil Code, within thirty days from the aforementioned registration. It is specified that the share capital of UniCredit, subscribed and paid-in, prior to the increase, amounts to Euro 21,453,835,025.48, and is divided into no. 1,557,675,176 ordinary shares without par value.
The relevant shareholders' request, together with the certification attesting the ownership of the shareholding, shall be addressed to UniCredit by registered mail with return receipt to the Registered Office (with the express indication: "To the attention of Group Corporate Affairs & Shareholding") or, alternatively, by certified email to the address corporate.law@pec.unicredit.eu. Pursuant to applicable regulations, the minutes of the meeting of the Board of Directors of UniCredit - which include, inter alia, the explanatory report of the Board of Directors of UniCredit as well as the valuation report prepared by EY - are available to the public at the Registered Office, through the authorized storage mechanism (www.emarketstorage.com) and on the website www.unicreditgroup.eu.
Contacts:
Media Relations e-mail: MediaRelations@unicredit.eu
Investor Relations e-mail: InvestorRelations@unicredit.eu
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THIS PRESS RELEASE DOES NOT CONSTITUTE THE EXTENSION OF AN OFFER TO ACQUIRE, PURCHASE, SUBSCRIBE FOR, SELL OR EXCHANGE (OR THE SOLICITATION OF AN OFFER TO ACQUIRE, PURCHASE, SUBSCRIBE FOR, SELL OR EXCHANGE), ANY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION AND ANY SUCH OFFER (OR SOLICITATION) MAY NOT BE EXTENDED IN ANY SUCH JURISDICTION.
The public voluntary exchange offer described in this press release (the "Offer") will be promoted by UniCredit S.p.A. (the "Offeror" or "UniCredit") over the totality of the ordinary shares of Banco BPM S.p.A. ("BPM").
This press release does not constitute an offer to buy or sell BPM's shares.
The Offer will be launched in Italy and will be made on a non-discriminatory basis and on equal terms to all shareholders of Banco BPM S.p.A.. The Offer will be promoted in Italy as BPM's shares are listed on the Euronext Milan organised and managed by Borsa Italiana S.p.A. and, except for what is indicated below, is subject to the obligations and procedural requirements provided for by Italian law.
The Offer is not as of today being made in the United States (or will not be directed at U.S. Persons, as defined in Regulation S under the U.S. Securities Act of 1933, as subsequently amended (the "U.S. Securities Act")), Canada, Japan, Australia or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and any such offer (or solicitation) may not be extended in any such jurisdiction ("Other Countries"). The Offeror reserves the right to extend the Offer in the United States exclusively to certain professional investors who qualify as Qualified Institutional Buyers, as defined in Rule 144A under the U.S. Securities Act, by way of a private placement in compliance with United States federal laws and regulations concerning the offer of financial instruments and with United States laws concerning tender offers, insofar as applicable. Such potential extension of the Offer in the United States would occur by way of a separate offer document restricted to Qualified Institutional Buyers.
A copy of any document that the Offeror will issue in relation to the Offer, or portions thereof, is not and shall not be sent, nor in any way transmitted, or otherwise distributed, directly or indirectly, in the Other Countries.
Anyone receiving such documents shall not distribute, forward or send them (neither by postal service nor by using national or international instruments of communication or commerce) in the Other Countries.
Any tender in the Offer resulting from solicitation carried out in violation of the above restrictions will not be accepted.
This press release and any other document issued by the Offeror in relation to the Offer do not constitute and are not part neither of an offer to buy or exchange, nor of a solicitation to offer to sell or exchange financial instruments in the United States or in the Other Countries. Financial instruments cannot be offered or sold in the United States unless they have been registered pursuant to the U.S. Securities Act, or are exempt from registration. Financial instruments offered in the context of the transaction described in this press release will not be registered pursuant to the U.S. Securities Act, and UniCredit does not intend to carry out a public offer of such financial instruments in the United States. No financial instrument can be offered or transferred in the Other Countries without specific approval in compliance with the relevant provisions applicable in such countries or without exemption from such provisions.
This press release may only be accessed in or from the United Kingdom who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as forming part of United Kingdom law by virtue of 'European Union (Withdrawal) Act 2018, as amended, and who (i) have professional experience in investment matters under section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Decree"); or (ii) are persons who have a high net worth and who fall within article 49(2)(a) - (d) of the Decree (the aforementioned subjects, jointly, the "Relevant Persons"). Any investment activity to which this document refers is available only to Relevant Persons.
Financial Instruments described in this press release are made available only to Relevant Persons (and any solicitation, offer, agreement to subscribe, purchase or otherwise acquire such financial instruments will be directed exclusively at such persons). Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
Tendering in the Offer by persons residing in jurisdictions other than Italy may be subject to specific obligations or restrictions imposed by applicable legal or regulatory provisions of such jurisdictions. Recipients of the Offer are solely responsible for complying with such laws and, therefore, before tendering in the Offer, they are responsible for determining whether such laws exist and are applicable by relying on their own advisors. The Offeror does not accept any liability for any violation by any person of any of the above restrictions.