For the avoidance of doubt, Holders' attention is drawn to the following:
(i) as a result of the extension of the Expiration Date to the New Expiration Date and the postponement of the Settlement Date to the New Settlement Date, a payment date in respect of each Affected Security is scheduled to fall on 28 September 2012 (therefore prior to the New Settlement Date set for the Affected Security). In light of the foregoing, the Affected Security will be treated as Redeeming Securities for the purposes of the Invitation Memorandum. As a consequence, the applicable Tender Cap in respect of the Affected Securities may be adjusted downwards to the extent any repayment of principal is made on the Affected Securities on the payment date falling on 28 September 2012. The applicable Updated Bond Factor and any adjustment of the applicable Tender Cap in respect of each Affected Security will be communicated by (or on behalf of) UniCredit on the New Announcement Date for such Affected Securities; and
(ii) with the exception of the New Expiration Date, New Announcement Date, New Settlement Date and any update required as a consequence of the New Settlement Date taking place following a payment date in respect of the Affected Securities as described in (i) above, all other terms and conditions applicable to the Invitations relating to the Affected Securities are unchanged and continue to apply as set out in the Invitation Memorandum.
Holders' attention is also drawn to the fact that, as a result of the postponement of the Settlement Date to the New Settlement Date, Accrued Interest (if any) payable in respect of the Affected Securities will be determined as interest accrued but unpaid from (and including) the payment date falling on 28 September 2012 (this being the last payment date falling on or prior to the New Settlement Date) to (but excluding) the New Settlement Date for such Affected Securities.
Holders who do not wish to withdraw or otherwise modify Tender Instructions that have already been submitted in respect of Affected Securities do not have to take any action.
Procedures for withdrawing Tender Instructions already submitted and re-submitting new Tender Instructions
Only Direct Participants may submit Tender Instructions or request withdrawal of Tender Instructions. Each Holder that is not a Direct Participant must arrange for the Direct Participant through which its holds the relevant Affected Securities to submit on its behalf.
Withdrawal of Tender Instructions
Holders who wish to exercise their right of withdrawal having validly submitted a Tender Instruction must submit (i) in the case of Affected Securities held through Euroclear or Clearstream (as applicable), an electronic withdrawal instruction to unblock the relevant Affected Securities in accordance with the requirements of Euroclear or Clearstream (as applicable;) or (ii) in the case of Affected Securities held through Monte Titoli, an electronic or written withdrawal instruction to unblock the relevant Affected Securities in accordance with the requirements of Monte Titoli and an electronic withdrawal instruction via the Tender Agent's website www.bondcom.com/unicreditABS to revoke the Tender Instruction given, in each case prior to the New Expiration Date.
To be valid, such instruction must specify the Affected Securities to which the original Tender Instruction related, the securities account to which such Affected Securities are credited and any other information required by the relevant Clearing System.
Re-submission of Tender Instructions
Holders who wish to re-submit their Tender Instruction can do so following valid withdrawal of their Tender Instructions in accordance with the above procedures and submission of new Tender Instructions in accordance with the procedures set out in the Invitation Memorandumand (i) in the case of Affected Securities held through Euroclear or Clearstream, a Tender Instruction to Euroclear or Clearstream (as applicable) by the deadlines specified by Euroclear or Clearstream (as applicable); or (ii) in the case of Affected Securities held through Monte Titoli, the required instructions in order to obtain a Monte Titoli Blocking Number and a Tender Instruction via the Tender Agent's website www.bondcom.com/unicreditABS by the New Expiration Date applicable in respect of the relevant Extended Invitations.
In the event the re-submission of a Tender Instruction is made to change exclusively the purchase price and not the original principal amount tendered in the case of Affected Securities held through Monte Titoli, Holders must submit an electronic withdrawal instruction via the Tender Agent's website www.bondcom.com/unicreditABS to revoke the Tender Instruction originally given and a submit a new Tender Instruction specifying the new purchase price via the Tender Agent's website www.bondcom.com/unicreditABS. For the avoidance of doubt, a withdrawal of the blocking instructions with Monte Titoli is not required in this case.
Submission of new Tender Instructions
Holders who have not yet submitted Tender Instructions and wish to participate in the Extended Invitations can do so by the submission of Tender Instructions in accordance with the procedures set out in the Invitation Memorandum as amended by this announcement.
Holders are advised to check with any bank, securities broker or other intermediary through which they hold Affected Securities whether such intermediary would require to receive instructions to participate in, withdraw, or revoke their instruction to participate in, the relevant Extended Invitation before the New Expiration Date specified above. The deadlines set by each Clearing System for the withdrawal and/or submission of Tender Instructions or the obtaining of a Monte Titoli Blocking Number (as the case may be) may be earlier than the New Expiration Date specified above.
For further information:
Subject to compliance with the applicable restrictions set out below, requests for information in relation to the Invitations or the Extended Invitations (other than in respect of the procedures for withdrawing or submitting offers of Affected Securities or other Securities) may be directed to:
The Dealer Managers:
Morgan Stanley & Co. International plc
Attention: Liability Management Group
Tel: +44 (0) 207 677 5040
E-mail: liabilitymanagementeurope@morganstanley.com
UniCredit Bank AG
Attention: Jurgen Neumuth
Tel: +49 89 378 14255
E-mail: Juergen.neumuth@unicreditgroup.de
Attention: Paolo Montresor
Tel: +44 207 8266502
E-mail: Paolo.montresor@unicredit.eu
Subject to compliance with the applicable restrictions set out below, requests for a copy of the Invitation Memorandum, this announcement and for any information in relation to the procedures for withdrawing or submitting offers of Affected Securities or other Securities may be directed to:
The Tender Agent:
Bondholder Communications Group LLC
Attention: Anne Bolton
Telephone: +44 20 7382 4580
Fax: +44 20 7069 9239
Email: abolton@bondcom.com
Subject to compliance with the applicable restrictions set out below, information on of the Invitationsand the Extended Invitations can also be found on the Tender Agent's website:
www.bondcom.com/unicreditABS
Milan, 24 September 2012
UniCredit S.p.A.
Enquiries:
Media Relations: Tel. +39 02 88628236; e-mail: MediaRelations@unicredit.eu
InvestorRelations:Tel. + 39 02 88628715; e-mail: InvestorRelations@unicredit.eu
DISCLAIMERS
This announcement must be read in conjunction with the Invitation Memorandum. No invitation to sell Securities is being made pursuant to this announcement. The Invitationsare only being made pursuant to the Invitation Memorandum (in the case of the Affected Securities, as amended by this announcement)and any offers should be made solely on the basis of information contained in the Invitation Memorandum(in the case of the Affected Securities, as amended by this announcement). None of UniCredit S.p.A., the Dealer Managers, the relevant issuers of the Securities or the Tender Agent makes any representation or recommendation whatsoever regarding the Invitationsand the Extended Invitations and/or as to whether holders of Securities (including the Affected Securities)should submit offers or refrain from doing so pursuant to the Invitations and the Extended Invitations, and no one has been authorised by any of them to make any such representation or recommendation. Any holder of Securities (including the Affected Securities)should make its own assessment of the merits and risks of offering its Securities (including the Affected Securities)pursuant to the Invitation Memorandum(in the case of the Affected Securities, as amended by this announcement). If any holder of Securities is in any doubt as to the contents of this announcement or the Invitation Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser.
INVITATION AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Invitation Memorandum or any other document or material relating to the Invitations constitutes an offer to buy or a solicitation of an offer to sell Securities (including the Affected Securities) in any jurisdiction in which, or to or from any persons to or from whom, it is unlawful to make such offer or solicitation of for there to be such participation under applicable securities laws. The distribution of this announcement, the Invitation Memorandum and any other document or material relating to the Invitations and the Extended Invitations may be restricted by law in certain jurisdictions (including in the United States, Canada, Australia or Japan). Persons into whose possession this announcement, the Invitation Memorandum and/or any other document or material relating to the Invitations and the Extended Invitations come are required by each of UniCredit, the Dealer Managers and the Tender Agent to inform themselves about and to observe any such restrictions.
United States - The Invitationsare not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Securities (including the Affected Securities) may not be tendered in the Invitation by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or to U.S. person as defined in Regulation S under the U.S. Securities Act of 1933, as amended (each a "U.S. Person"). Accordingly, except as specified herein, copies of this announcement, the Invitation Memorandum and any other documents or materials relating to the Invitations and the Extended Invitations are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to persons located or resident in the United States. Any purported tender of Securities (including the Affected Securities) in the Invitationsand the Extended Invitations (as applicable) resulting directly or indirectly from a violation of these restrictions will be invalid and tenders of Securities (including the Affected Securities) made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will not be accepted, except as specified herein.
Each holder of Securities (including the Affected Securities) participating in an Invitation or Extended Invitation (as applicable) will represent that it is not a U.S. Person, it is not located in the United States and it is not participating in such Invitation or Extended Invitation (as applicable) from the United States or it is acting on a non-discretionary basis for a principal that is not a U.S. Person, that is located outside the United States and that is not giving an order to participate in such Invitation or Extended Invitation (as applicable) from the United States. For the purposes of this and the above paragraph, "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
Italy - None of the Invitations, the Extended Invitations, this announcement, the Invitation Memorandum or any other documents or materials relating to the Invitationsand the Extended Invitation have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB"), pursuant to applicable Italian laws and regulations.
The Invitationsand the Extended Invitations are being carried out in the Republic of Italy as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 3 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Issuers' Regulation").
Accordingly, the Invitations and the Extended Invitations are only addressed to holders of Securities (including the Affected Securities) located in the Republic of Italy who are "qualified investors" (investitori qualificati) as defined pursuant to and within the meaning of Article 100 of the Financial Services Act and article 34-ter, paragraph 1, letter b) of the Issuers' Regulation.
A holder of Securities (including the Affected Securities) located in the Republic of Italy can tender Securities (including the Affected Securities) through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Securities (including the Affected Securities) or the Invitations.
United Kingdom - This announcement, the Invitation Memorandum and any other documents or materials relating to the Invitationsand the Extended Invitations are not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, this announcement, the Invitation Memorandum and such documents and/or materials and the Invitations and the Extended Invitations are not being distributed to, and must not be passed on to, the general public in the United Kingdom and are only for circulation to persons outside the United Kingdom or (i) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO"); (ii) persons who fall within Article 49 of the FPO ("high net worth companies, unincorporated associations etc."); or (iii) any other persons to whom it may otherwise lawfully be communicated (all such persons together (including any retail clients within the meaning of the FSA rules)being referred to as "Relevant Persons"). Any person in the United Kingdom who is not a Relevant Person should not act or rely on this document or materials or any of their content.
France - The Invitations and the Extended Invitations are not being made, directly or indirectly, to the public in France. Neither this announcement nor the Invitation Memorandum or any other documents or materials relating to the Invitations have been or will be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Invitationsand the Extended Invitations. The Invitation Memorandum has not been submitted to the clearance procedures (visa) of the Autorité des marchés financiers.
Belgium-Neither the Invitation Memorandum nor any other documents or materials relating to the Invitations and the Extended Invitations have been submitted to or will be submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) and, accordingly, the Invitations and the Extended Invitations may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids (as amended or replaced from time to time). Accordingly, the Invitations and the Extended Invitations may not be advertised and will not be extended, and neither the Invitation Memorandum nor any other documents or materials relating to the Invitations and the Extended Invitations (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (as amended or replaced from time to time), acting on their own account. Insofar as Belgium is concerned, the Invitation Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Invitationsand the Extended Invitations. Accordingly, the information contained in the Invitation Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.
Ireland -The Invitationsand the Extended Invitations are not being made, directly or indirectly, to the public in Ireland and no offers or sales of any notes or securities under or in connection with such Invitation may be effected except in conformity with the provisions of Irish law including the Irish Companies Acts 1963 to 2012, the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland (as amended by the Prospectus (Directive 2003/71/EC) (Amendment) Regulations 2012 of Ireland), the European Communities (Markets in Financial Instruments) Regulations 2007 of Ireland (as amended) and the Market Abuse (Directive 2003/6/EU) Regulations 2005 of Ireland (as amended).
