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Unione di Banche (40EK)

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Friday 19 July, 2013

Unione di Banche

Doc re. Amendments to Terms and Conditions

RNS Number : 7473J
Unione di Banche Italiane S.c.p.a.
19 July 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 10,000,000,000 Covered Bond (Obbligazioni Bancarie Garantite) Programme

unconditionally and irrevocably guaranteed as to payments

of interest and principal by

 

UBI Finance S.r.l.

(incorporated as a limited liability company in the Republic of Italy and registered at the Companies'
Registry of Milan under registration number 06132280694
)

(the "Programme")

 

NOTICE OF AMENDMENTS TO THE TERMS AND CONDITIONS OF THE COVERED BONDS
(the "Notice")

Eur 1,000,000,000 3.625 per cent. Covered Bonds due 2016

ISIN: IT0004533896 - COMMON: 045392805

Eur 1,000,000,000 4.000 per cent. Covered Bonds due 16 December 2019

ISIN: IT0004558794 - COMMON: 047313902

Eur 250,000,000 Floating Rate Amortising Covered Bonds due 2022

ISIN: IT0004599491 - COMMON: 050368467

Eur 1,000,000,000 3.375 per cent. Covered Bonds due 15 September 2017

ISIN Code: IT0004619109 - COMMON: 054162448

Eur 500,000,000 3.125 per cent. Covered Bonds due 18 October 2015

ISIN: IT0004649700 - COMMON: 055014060

Eur 1,000,000,000 5.250 per cent. Covered Bonds due 28 January 2021

ISIN: IT0004682305 - COMMON: 058621722

Eur 750,000,000 4.500 per cent. Covered Bonds due 22 February 2016

ISIN: IT0004692346 - COMMON: 059356950

Eur 250,000,000 Floating Rate Amortising Covered Bonds due 2021

ISIN: IT0004777444 - COMMON: 070531003

Eur 250,000,000 Floating Rate Covered Bonds due 17 February 2014

ISIN: IT0004799331 - COMMON: 074907946

Eur 250,000,000 Floating Rate Covered Bonds due 18 February 2014

ISIN: IT0004799349 - COMMON 074908969

Eur 250,000,000 Floating Rate Covered Bonds due 19 February 2014

ISIN: IT0004799091 - COMMON: 074910050

each a "Series" and together the "Obbligazioni Bancarie Garantite"

 

OF UNIONE DI BANCHE ITALIANE S.C.P.A

Notice is hereby given to the holders of:

 

(i)      EUR 1,000,000,000 3.625 per cent. Obbligazioni Bancarie Garantite (Covered Bonds) due 2016 - ISIN IT0004533896;

(ii)      EUR 1,000,000,000 4.000 per cent. Obbligazioni Bancarie Garantite (Covered Bonds) due 16 December 2019 - ISIN: IT0004558794;

(iii)     EUR 250,000,000 Floating Rate Amortising Obbligazioni Bancarie Garantite (Covered Bonds) due 2022 - ISIN: IT0004599491;

(iv)     EUR €1,000,000,000 3.375 per cent. Obbligazioni Bancarie Garantite (Covered Bonds) due 15 September 2017 - ISIN Code: IT0004619109;

(v)     EUR 500,000,000 3.125 per cent. Obbligazioni Bancarie Garantite (Covered Bonds) due 18 October 2015 - ISIN: IT0004649700;

(vi)     EUR 1,000,000,000 5.250 per cent. Obbligazioni Bancarie Garantite (Covered Bonds) due 28 January 2021 - ISIN: IT0004682305;

(vii)    EUR 750,000,000 4.500 per cent. Obbligazioni Bancarie Garantite (Covered Bonds) due 22 February 2016 - ISIN: IT0004692346;

(viii)   EUR 250,000,000 Floating Rate Amortising Obbligazioni Bancarie Garantite (Covered Bonds) due 2021 - ISIN: IT0004777444;

(ix)     EUR 250,000,000 Floating Rate Obbligazioni Bancarie Garantite (Covered Bonds) due 17 February 2014 - ISIN: IT0004799331;

(x)     EUR 250,000,000 Floating Rate Obbligazioni Bancarie Garantite (Covered Bonds) due 18 February 2014 - ISIN: IT0004799349;

(xi)     EUR 250,000,000 Floating Rate Obbligazioni Bancarie Garantite (Covered Bonds) due 19 February 2014 - ISIN: IT0004799091;

that in the context of the EUR 10,000,000,000 Covered Bond (Obbligazioni Bancarie Garantite) Programme (the "Programme") unsecured and guaranteed as to payments of interest and principal by UBI Finance S.r.l. (the "Guarantor"), on 9 July 2013 Unione di Banche Italiane S.c.p.A. (the "Issuer"), the Guarantor, Banca Regionale Europea S.p.A. ("BRE"), Banco di Brescia S.p.A. ("BdB"), Banca Popolare di Bergamo S.p.A. ("BPB"), Banca Popolare Commercio e Industria S.p.A. ("BPCI"), Banca Carime S.p.A. ("Carime"), Banca di Valle Camonica S.p.A. ("BVC"), Banca Popolare di Ancona S.p.A. ("BPA"), UBI Banca Private Investment S.p.A. ("UBIPI"), The Bank of New York Mellon (Luxembourg) S.A., Italian Branch, BNY Mellon Corporate Trustee Services Limited, The Bank of New York Mellon, London Branch, Mazars S.p.A. and TMF Management Italia S.r.l., (jointly, the "Parties", and each of them a "Party") executed and amendment agreement to the intercreditor agreement entered into on 30 July 2008, in the context of the Programme (as amended and supplemented from time to time, the "Intercreditor Agreement"), in order to align the Terms and Conditions attached thereto with those attached to the Base Prospectus, as modified in the context of (i) the annual update of the Programme occurred in 2012 ("2012 Annual Update") and (ii) the annual update of the Programme occurred in 2013 ("2013 Annual Update"), (the "Amendment Agreement").

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

The Rating Agencies have been consulted and presented with such amendments, and have provided positive feedback on such amendments.

The Amendment Agreement was entered into in accordance with the provisions of the Terms and Conditions of the Covered Bonds and of the Transaction Documents regulating the amendment to such Transaction Documents and the consent of the Representative of the Covered Bondholders was obtained in accordance with the Rules of the Organisation of the Covered Bondholders and the Intercreditor Agreement.

The Parties amended the Intercreditor Agreement mainly in order to align the Terms and Conditions attached thereto to the Terms and Conditions of the Covered Bonds included in the updated Base Prospectus (the "Conditions"). In particular, the Conditions have been modified (in respect of those outstanding in previous years) in order to:

(a)     delete all provisions related to the issuance of Covered Bonds being zero coupon, dual currency, indexed linked Covered Bonds and other variable linked Covered Bonds, as such Covered Bonds have not been, and will not be, issued under the Programme. If these provisions remained in the Conditions, it could be argued that disclosure on non-existing products (and products that the Issuer does not intend to issue) might be misleading for the investors and provide a description of the Programme that is inaccurate or not in line with the Issuer funding objectives under the Programme. In light of the foregoing, Conditions 2 (Definition and Interpretation), 6(a) (Floating Rate), and 9(c) (Redemption and Purchase) have been amended, and Conditions 6(e) (Floating Rate), 7 (Zero Coupon provisions), 8 (Dual Currency provisions) and 9(h) (Redemption and Purchase) have been deleted;

(b)     align Condition 11 (Taxation) with the equivalent Condition 11 (Taxation) included in the Base Prospectus, as this provision has been amended in the context of the 2012 Annual Update with respect to the introduction of the FATCA provisions. In particular, this amendment was aimed at clarifying how the gross-up clause would operate in relation to a newly enacted legislation; and

(c)     insert, in the definition of "Reference Rate", provided under Condition 2 (Definition and Interpretation), reference to "Euribor" and "Libor", as requested by the UKLA in the context of 2013 Annual Update.

In addition to the above, with exclusive reference to the future issuance of Covered Bonds under the Programme, the Parties amended the Conditions in order to delete the provision related to the resolution of conflict between the Final Terms and the Conditions set forth under Condition 1 (Introduction), letter (b), in line with the principle according to which the Final Terms cannot be in conflict with the Conditions, since they are aimed at completing them.

Copies of the Amendment Agreement are available for inspection by the Covered Bondholders during normal business hours at the registered office of the Representative of the Covered Bondholders.

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/exchange/news/market-news/market-news-home.html.

Dated: 19 July 2013

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

 


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