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Unione di Banche (40EK)

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Monday 16 December, 2013

Unione di Banche

Doc re. Amendment to Transaction documents

RNS Number : 6369V
Unione di Banche Italiane S.c.p.a.
16 December 2013
 

 

 

Unione di Banche Italiane S.c.p.a.

(incorporated as a co‑operative company limited by shares in the Republic of Italy
and registered at the Companies' Registry of Bergamo under registration number 03053920165
)

Euro 5,000,000,000 Covered Bond (Obbligazioni Bancarie Garantite) Programme
unconditionally and irrevocably guaranteed as to payments
of interest and principal by
UBI Finance CB 2 S.r.l.

(the "Programme")

(incorporated as a limited liability company in the Republic of Italy and registered at the Companies'
Registry of Milan under registration number 07639080964
)

 

NOTICE OF AMENDMENTS OF THE TRANSACTION DOCUMENTS TO THE HOLDERS OF

 

Euro 1,800,000,000 Floating Rate Amortising Covered Bonds due 28 May 2018
ISIN Code IT0004818701 - Common Code 078783206

Euro 500,000,000 Floating Rate Amortising Covered Bonds due 29 October 2022
ISIN Code I IT0004864663 - Common Code 084687910

(the "Covered Bonds")

OF UBI FINANCE CB 2 S.r.l.

 

Capitalized terms used in this Notice and not otherwise defined herein, shall have the same meaning ascribed to them in the relevant Conditions.

In the context of the Programme, on 12 December 2013, Unione di Banche Italiane S.c.p.A. ("UBI" or the "Issuer"), UBI Finance CB 2 S.r.l. (the "Guarantor"), Banco di Brescia S.p.A., Banca Regionale Europea S.p.A., Banca Popolare di Ancona S.p.A., Banca Popolare di Bergamo S.p.A., Banca Popolare Commercio e Industria S.p.A., Banca di Valle Camonica S.p.A., Banca Carime S.p.A., UBI Banca Private Investment S.p.A., UBI Banca International S.A., Mazars S.p.A., The Bank Of New York Mellon (Luxembourg) S.A., Italian Branch, The Bank of New York Mellon Corporate Trustee Services Limited, TMF Management Italy S.r.l., Stichting Viola and Barclays Bank PLC (jointly, the "Parties", and each of them a "Party"), entered into the following amendment agreements (each of them in relation to the agreement to which it is a party) to the Transaction Documents in order to request the assignment of a rating:

(i)         Amendment Agreement to the Master Loan Purchase Agreement with reference to all Sellers;

(ii)        Amendment Agreement to the Subordinated Loan Agreement with reference to all Sellers;

(iii)       Amendment Agreement to the Warranty and Indemnity Agreement with reference to all Sellers;

(iv)       Amendment Agreement to Master Servicing Agreement;

(v)        Amendment Agreement to Intercreditor Agreement;

(vi)       Amendment Agreement to the Cash Allocation, Management and Payments Agreement;

(vii)      Amendment Agreement tothe Cover Pool Management Agreement;

(viii)      Amendment Agreement to the Mandate Agreement;

(ix)       Amendment Agreement to the Corporate Services Agreement;

(x)        Amendment Agreement to Asset Monitor Agreement;

(xi)       Amendment Agreement to Covered Bond Guarantee;

(xii)      Amendment Agreement to Programme Agreement;

(xiii)      Amendment Agreement to Quotaholders Agreement;

(xiv)     Amendment Agreement to Master Definitions Agreement; and

(xv)      Amendments to the Terms and Conditions of the Covered Bonds incorporated in the Base Prospectus dated 2 April 2012 and the Base Prospectus dated 2 July 2013.

(jointly, the "Amendment Agreements").

More in particular, some of the Amendment Agreements have been entered into mainly for the following purposes:

(i)      Amendment Agreement to the Master Loan Purchase Agreements and the Warranty and Indemnity Agreements

In relation to the Master Loan Purchase Agreements, the Parties have amended the criteria provided for under Schedule 2 to each Master Loan Purchase Agreement in order to, inter alia, allow the assignment of receivables which are also guaranteed by mortgages of an economic degree different form the first one. For such purpose, the Warranty and Indemnity Agreements have been amended in order to delete Clause 4.1.9. (Mutui, Crediti, Ipoteche e Garanzie Accessorie) pursuant to which each Seller represented to the Guarantor that the Receivables were guaranteed by mortgages of a first economic degree.

(ii)     Amendment Agreement to the Master Definitions Agreement

In relation to the Master Definitions Agreement, the Parties have amended, inter alia, (A) the definitions of "Eligible Institution", "Eligible Investment" and "Issuer Downgrading Event" and (B) the definition of "Reserve Fund Account" in order to allow the accumulation, as reserve, of any additional amount that the Issuer has voluntarily resolved in order to create an additional stock and to procure that the Statutory Tests are met with respect to the Cover Pool.

More in particular, the new definitions of (a) "Eligible Institution"; (b) "Eligible Investment"; (c) "Issuer Downgrading Event"; and (d) "Reserve Fund Account" are the following:

(a)     "Eligible Institution"means any depository institution organised under the laws of any country which is a member of the European Union or of the United States, (i) the short-term unsecured, unsubordinated and unguaranteed debt obligations of which are rated at least "F3" by Fitch and the long-term unsecured, unsubordinated and unguaranteed debt obligations of which are rated at least "BBB-" by Fitch or (ii)which is guaranteed (in compliance with the relevant criteria of Fitch on the guarantee) by an entity whose short-term unsecured, unsubordinated and unguaranteed debt obligations are rated at least "F3" by Fitch and the long-term unsecured, unsubordinated and unguaranteed debt obligations of which are rated at least "BBB-" by Fitch;

(b)     "Eligible Investment"means any Eligible Assets or Top-up Assets which meet the following requirements (i) any Euro denominated security rated at least "F3" and "BBB-" by Fitch, where they have a maturity of up to 30 calendar days or, if greater than 30 calendar days, which may be liquidated without loss within 30 days of a downgrade below "F1+" and "AA-" by Fitch, and/or (ii) reserve accounts, deposit accounts, and other similar accounts that provide direct liquidity and/or credit enhancement held at a financial institution rated at least "F3" and "BBB-" by Fitch, provided that any such investments mature on or before the next following Guarantor Payment Date or are disposable at no loss;

(c)     "Issuer Downgrading Event" means the Issuer being downgraded below "BBB-" and "F3" by the Rating Agency; and

(d)     "Reserve Fund Amount" means, on each Guarantor Payment Date, an amount equal to:

(i)      (A) interest accruing in respect of all outstanding Series of Covered Bonds during the immediately following Calculation Period (such that, if Liability Swap Agreements are in place for a Series of Covered Bonds, such interest amounts accruing will be the higher of the amount due to the Liability Swap Provider or the amount due to the Covered Bondholders of such Series, and if Liability Swap Agreements are not in place for a Series of Covered Bonds, such interest amounts accruing will be the amount due the Covered Bondholders of such Series) as calculated by the Calculation Agent on or prior to each Calculation Date, plus (B) prior to the service of an Issuer Default Notice, the aggregate amount to be paid by the Guarantor on the second Guarantor Payment Date following the relevant Calculation Date in respect of the items (First) to (Third) of the Pre‑ Issuer Event of Default Interest Priority of Payments, as calculated by the Calculation Agent; plus

(ii)     any additional amount that the Issuer has voluntarily resolved to accumulate as reserve in order to create an additional stock to procure that the Statutory Tests are met with respect to the Cover Pool.

(iii)    Amendment Agreement to the Cash Allocation and Payments Agreement

The Parties have amended the Cash Allocation Management and Payments Agreement in order to, inter alia, provide for a contractual regulation of the procedure of investing the liquidity of the Guarantor in Eligible Investments and insert specific languages in case of loss of the qualification of "Eligible Institution" by the Italian Account Bank and the Luxembourg Account Bank.

(iv)    Amendment Agreement to the Master Servicing Agreement

The Parties have amended the Master Servicing Agreement in order to provide that, inter alia, should the Master Servicer loose the Minimum Master Servicer Rating, a Back-Up Master Servicer will be appointed and the Master Servicer shall put in place certain remedial actions as better described under the Master Servicing Agreement.

(v)     Amendment Agreement to the Asset Monitor Agreement

The Parties have amended the Asset Monitor Agreement in order to provide, inter alia, that the verifications on mandatory tests are intensified in the event that the Issuer's rating falls below a certain level.

(vi)    Amendment Agreement to the Programme Agreement

The Parties have amended the Programme Agreement in order to include, inter alia, the attribution of a rating to the Covered Bonds among the conditions precedent for the issue of any Series of Covered Bonds, when the attribution of a rating is required with respect to the Series of Covered Bonds to be issued.

(vii)   Amendment Agreement to the Cover Pool Management Agreement

The Parties have amended the Cover Pool Management Agreement in order to, inter alia:

(a)     take into account, in the calculation of Tests, the interest component deriving from the investment of the liquidity of the guarantor in Eligible Investments;

(b)     provide for certain modifications to the Test in order to mitigate the commingling and set-off risks in the event that the Issuer's rating falls below certain levels; and

(c)     provide for certain modifications to the Interest Coverage Test to realize a better flexibility in the verification of such test and in order to include the Reserve Fund Account.

(viii)  Amendments to the Terms and Conditions

The Parties have amended (i) the Terms and Conditions of the Covered Bonds contained in the Base Prospectus dated 2 April 2012 and (ii) the Terms and Conditions of the Covered Bonds contained in the Base Prospectus dated 2 July 2013 in order to, inter alia, (a) align the provisions to the amendments made to the Master Definitions Agreement and the other Transaction Documents; (b) include references to notices to be notified under Condition 9(b) (Extension of maturity) and Condition 9(j) (Extension of principal instalments); and (c) add Rule 30.8 (Rating Agency).

In addition to the above, the Issuer and the Guarantor, on 12 December 2013, entered into an agreement denominated "Luxembourg Account Bank Deed of Guarantee" pursuant to which the Issuer has issued an irrevocable and unconditional first demand guarantee (garanzia autonoma a prima richiesta) in favour of the Guarantor, in order to guarantee the due and punctual observance and performance by the Luxembourg Account Bank of all of its obligations under or pursuant to the Cash Allocation, Management and Payments Agreement (the "Guarantee"). The Guarantee is a Transaction Document for the purposes of the Programme.

Each of the Amendment Agreements and the Guarantee was entered into in accordance with the provisions of the Conditions and the relevant Transaction Documents, and the consent of the Representative of the Covered Bondholders has been obtained in accordance with the Rules of the Organisation of the Covered Bondholders and the Intercreditor Agreement.

Copies of the Amendment Agreements and the Guarantee may be inspected during usual business hours on any business day for inspection at the registered office of the Issuer.

This Notice is being published and may be viewed on the London Stock Exchange's website at the following internet address http://www.londonstockexchange.com.

Dated 16 December 2013

Unione di Banche Italiane S.c.p.A.


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