The merger deed providing for the incorporation of Capitalia S.p.A. into UniCredit S.p.A. was stipulated today. The merger will be effective as of 1° October 2007 provided that the deed is registered with the relevant Commercial Registers.
As a result of the merger, Capitalia S.p.A. will therefore cease to exist and its shares, currently listed on the Milan Stock Exchange, will be withdrawn from trading, as of 1° October 2007.
The exchange ratio is of 1.12 UniCredit shares for each Capitalia share.
As a consequence, UniCredit will increase its share capital accordingly by 1,458,865,094.00 Euros, with the issuance of 2,917,730,188 ordinary shares each worth 50 Eurocents to serve the exchange of 2,605,116,240 Capitalia S.p.A. shares. The exchanged UniCredit ordinary shares will be listed as the existing ordinary shares on the Milan and Frankfurt Stock Exchange and will have regular dividend rights.
Following the merger, UniCredit share capital will therefore total 6,681,330,190.50 Euros, divided into 13,362,660,381 shares worth 50 Eurocents each, of which 13,340,953,829 ordinary shares and 21,706,552 savings shares.
As at the effective date of the merger (1st October 2007) UniCredit implementing the resolution taken by the same Shareholders' Meeting that approved the merger will also issue:
- 2,787,750 "Subscription Rights UniCredit S.p.A. 2007 - 2008 - Ex Capitalia Warrants 2002";
- 16,179,250 "Subscription Rights UniCredit S.p.A. 2007 - 2011 - Ex Capitalia Warrants 2005";
- 332,925 "Subscription Rights UniCredit S.p.A. 2007 - 2009 - Ex FinecoGroup Warrants 2003";
- 6,857,004 "Subscription Rights UniCredit S.p.A. 2007 - 2011 - Ex FinecoGroup Warrants 2005";
to be allocated in exchange, respectively, for an equal number of "Employee Warrants A", "Employee Warrants B", "Fineco Warrants A", and "Fineco War¬rants B", originally allocated to personnel belonging to the Capitalia Group, each of which will entitle the holder to subscribe 1.12 newly issued UniCredit shares.
The exercise of these rights will determine an increase in UniCredit's share capital of up to 14,647,880.00 Euros, corresponding to up to 29,295,760 ordinary shares with a par value of 50 Eurocents each.
- 425,000 "Subscription Rights UniCredit S.p.A. 2007 - 2011 - Ex Capitalia Warrants 2005 AD";
to be allocated in exchange for an equal number of "Warrants AD 2005", which will entitle the holder to purchase an amount of UniCredit ordinary shares based on an exchange ratio of 1.12 UniCredit shares for each right exercised.
As a result of the aforesaid merger, UniCredit will also incorporate the following bonds listed on the Mercato Telematico delle obbligazioni e titoli di Stato (M.O.T.):
These securities will henceforth be renamed "UniCredit ex [old name]", with all amounts and conditions remaining unchanged.
Also as a result of the merger, UniCredit will replace Capitalia as sole shareholder of Mediocredito Centrale S.p.A., a company which is an issuer of bonds listed on the Borsa Italiana.
Milan, 25 September 2007
Enquiries:
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