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Offer for the partial repurchase of senior notes.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES OF AMERICA OR IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS OR TO ANY PERSON LOCATED OR RESIDENT IN CANADA, AUSTRALIA OR JAPAN OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

 

THE ITALIAN PRESS RELEASE SHALL PREVAIL ON THE ENGLISH VERSION.

 

OFFER FOR THE PARTIAL REPURCHASE OF SENIOR NOTES ISSUED BY UNICREDIT, UP TO A NOMINAL VALUE OF EURO 3.5 BILLION

 

OFFERS TO TENDER SUBMITTED EQUAL TO AN AGGREGATE NOMINAL VALUE OF EURO 4,247,605,000

 

INCREASE OF THE MAXIMUM NOMINAL AMOUNT OF REPURCHASE BEYOND THE 4 BILLION LIMIT FORMERLY SET, IN ORDER TO ACCEPT ALL THE EXISTING NOTES VALIDILY TENDERED TO THE OFFER

 

 

 

Milan, 15 April 2013 - UniCredit S.p.A. ("UniCredit" or the "Offeror"), in the context of the voluntary tender offer for the partial repurchase of some of its notes (the relevant notes, the "Existing Notes"), up to a maximum nominal amount of Euro 3.5 billion, is announcing that at the end of the offering period, early terminated on 11 April 2013, as announced by the Offeror in the press release published on the same date, it has received offers to tender equal to an aggregate nominal value of Euro 4,247,605,000.

 

Considering the positive results, the Offeror, in accordance with the provisions set forth in the tender offer memorandum, available on the website http://www.unicreditgroup.eu/offerta-riacquisto-obbligazioni-senior (the "Tender Offer Memorandum") and in exercise of its rights, has resolved to increase the maximum nominal value of repurchase (as defined in the Tender Offer Memorandum) beyond the 4 billion limit formerly set, in order to accept all the Existing Notes validly tendered to the Offer.

 

The definitive amount of the Existing Notes validly tendered to the Offer and accepted for purchase by UniCredit will be announced before 9.00 am on 30 April 2013 (the "Payment Date"), on the website http://www.unicreditgroup.eu/offerta-riacquisto-obbligazioni-senior.

 

The Offer is conditional upon there not occurring, at any time up to 9.00 am on the Payment Date, at a national or international level, (a) extraordinary events or circumstances from which there derive, or may derive, serious alterations in the political, financial, economic, currency or market situation, that have, or may have, material adverse effects in relation to the Offer; (b) events or circumstances that worsen, or may as a consequence of the Offer cause the worsening of, the Offeror's balance sheet, income or cash-flow situation, or its tax, regulatory, corporate or legal situation, relative to that indicated by the draft consolidated financial statements as at and for the year ended 31 December 2012, approved by the Bank's Board of Directors on 15 March 2013; or (c) regulatory changes that limit, or otherwise prejudice, the purchase of the Existing Notes, or the exercise of the rights of title thereto or the other rights inherent therein (such condition, the "MAC Condition").

In case of occurrence of the MAC Condition, the Consideration (as defined in the Tender Offer Memorandum) for the Existing Notes accepted for purchase by the Offeror will be paid on 30 April 2013.

 

For further information in relation to the terms and conditions of the Offer please refer to the Tender Offer Memorandum, which is available online at http://www.unicreditgroup.eu/offerta-riacquisto-obbligazioni-senior.

 

 

The following table shows the details of the Existing Notes tendered to the Offer for each series.

 

 

Name ISIN Code Tendered Nominal value (Euro)
 Tendered Nominal Value / Total amount outstanding1 (%)
UniCredit S.p.A. 2008 – 2015 seven year step-up notes – Series 34/08 IT0004365497 39.580.000 34,70
UniCredit S.p.A. 2009-2015 six-year notes with variable quarterly coupons linked to Euribor 3 months with a floor of 3.00 per cent. p.a. – Series 24/09 IT0004518582 65.122.000 48,05
UniCredit S.p.A. 2009-2015 six-year notes with variable quarterly coupons linked to Euribor 3 months with a floor of 2.25 per cent. p.a. and a cap of 4.07 per cent. p.a. – Series 28/09 IT0004551419 262.129.000 29,67
UniCredit S.p.A. 2010-2016 six-year notes with variable quarterly coupons linked to Euribor 3 months with a floor of 2.20 per cent. p.a. and a cap of 4.10 per cent. p.a. – Series 01/10 IT0004557218 273.327.000 28,02
UniCredit S.p.A. 2010-2016 six-year notes with variable quarterly coupons linked to Euribor 3 months with a floor of 2.10 per cent. p.a. and a cap of 4.00 per cent. p.a. – Series 02/10 IT0004565781 237.318.000 24,40
UniCredit S.p.A. 2010-2016 six-year notes with variable quarterly coupons linked to Euribor 3 months with a floor of 2.00 per cent. p.a. and a cap of 4.10 per cent. p.a. – Series 06/10 IT0004587496 177.378.000 22,77
UniCredit S.p.A. 2011-2016 five-year notes with variable quarterly coupons linked to Euribor three months, with a floor of 3.105 per cent. p.a. and a cap of 5.00 per cent. p.a. – Series 07/11 IT0004697022 305.656.000 43,38
UniCredit S.p.A. 2010-2016 six-year notes with variable quarterly coupons linked to Euribor 3 months with a floor of 2.10 per cent. p.a. and a cap of 4.00 per cent. p.a. – II – Series 14/10 IT0004616014 78.443.000 20,94
UniCredit S.p.A. 2010-2016 six-year notes with variable quarterly coupons linked to Euribor 3 months with a floor of 2.35 per cent. p.a. and a cap of 4.00 per cent. p.a. – Series 15/10 IT0004620867 115.881.000 22,54
UniCredit S.p.A. 2010-2016 six-year notes with variable quarterly coupons linked to Euribor 3 months with a floor of 2.61 per cent. p.a. and a cap of 4.75 per cent. p.a. – Series 16/10 IT0004628548 218.387.000 27,59
UniCredit S.p.A. 2010-2016 six-year notes with variable quarterly coupons linked to Euribor 3 months with a floor of 2.35 per cent. p.a. and a cap of 3.50 per cent. p.a. – Series 19/10 IT0004638653 144.304.000 23,18
UniCredit S.p.A. 2010-2016 six-year notes with variable quarterly coupons linked to Euribor 3 months with a floor of 2.50 per cent. p.a. and a cap of 5.00 per cent. p.a. – Series 21/10 IT0004644602 335.764.000 28,15
UniCredit S.p.A. 2011-2017 six-year notes with variable quarterly coupons linked to Euribor 3 months with a floor of 2.65 per cent. p.a. and a cap of 5.00 per cent. p.a. – Series 02/11 IT0004669575 569.243.000 29,24
UniCredit S.p.A. 2011-2017 six-year notes with variable quarterly coupons linked to Euribor 3 months with a floor of 3.10 per cent. p.a. and a cap of 6.00 per cent. p.a. – Series 03/11 IT0004680804 497.773.000 50,23
UniCredit S.p.A. 2011-2017 six-year notes with variable quarterly coupons linked to Euribor 3 months with a floor of 3.47 per cent. p.a. and a cap of 5.00 per cent. p.a. – Series 12/11 IT0004708472 468.744.000 48,10
UniCredit S.p.A. 2011-2017 six-year notes with variable quarterly coupons linked to Euribor 3 months with a floor of 3.135 per cent. p.a. and a cap of 5.00 per cent. p.a. – Series 17/11 IT0004725914 316.663.000 48,01
UniCredit S.p.A. 2011-2017 six-year notes with variable quarterly coupons linked to Euribor 3 months with a floor of 3.10 per cent. p.a. and a cap of 5.00 per cent. p.a. – Series 21/11 IT0004740350 141.893.000 47,97

1) "Total amount outstanding" means the nominal value of the Existing Notes net of the nominal value of such notes held by UniCredit S.p.A. as at 2 April 2013.