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Unione di Banche (40EK)

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Wednesday 24 June, 2009

Unione di Banche

Issue of ?850,000,000 Notes d

RNS Number : 4653U
Unione di Banche Italiane S.c.p.a.
24 June 2009

Final Terms dated 23 June 2009


Issue of €850,000,000 4.939 per cent. Notes due 2014

under its €15,000,000,000 Debt Issuance Programme


Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 17 September 2008 and the supplements to the Prospectus dated 30 January 2009, 24 April 2009 and 8 June 2009, all of which together constitute a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Prospectus, as so supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms, the Prospectus and the supplements. The Prospectus and the supplements are available for viewing during normal business hours at the registered office of the Issuer at Piazza Vittorio Veneto 8, 24122 Bergamo, Italy. The Prospectus and the supplements and, in the case of Notes admitted to trading on the regulated market of the London Stock Exchange, the applicable Final Terms will also be published on the website of the London Stock Exchange at the following address:



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


(i) Series Number:


(ii)Tranche Number:



Specified Currency or Currencies:

Euro ("")


Aggregate Nominal Amount of Notes admitted to trading:

(i) Series:


(ii) Tranche:



Issue Price:

100r cent. of the Aggregate Nominal Amount 


(i) Specified Denominations:

50,000 and integral multiples of 1,000 in excess thereof up to and including €99,000

(ii) Calculation Amount:



(i) Issue Date:

25 June 2009

(ii) Interest Commencement Date:

25 June 2009


Maturity Date:

25 June 2014


Interest Basis:

Fixed Rate
(further particulars specified below)


Redemption/Payment Basis:

Redemption at par


Change of Interest or Redemption/Payment Basis:

Not Applicable


Put/Call Options:

Not Applicable


(i) Status of the Notes:


(ii) Date Board approval for issuance of Notes obtained:

10 April 2009


Method of distribution:




Fixed Rate Note Provisions


(i) Rate(s) of Interest:

4.939 per cent. per annum payable annually in arrear

(ii) Interest Payment Date(s):

25 June in each year

(iii) Fixed Coupon Amount(s):

€49.39 per Calculation Amount

(iv) Broken Amount(s):

Not Applicable

(v) Day Count Fraction:

Actual/Actual - ICMA (unadjusted)

(vi) Determination Dates:

25 June in each year

(vii) Other terms relating to the method of calculating interest for Fixed Rate Notes:

Not applicable


Floating Rate Note Provisions

Not Applicable 


Zero Coupon Note Provisions

Not Applicable


Index-Linked Interest Note/other variable-lined Interest Note Provisions

Not Applicable


Dual Currency Note Provisions

Not Applicable 



Call Option

Not Applicable


Put Option

Not Applicable


Final Redemption Amount of each Note

1,000 per Calculation Amount


Early Redemption Amount

Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions):

As per Conditions



Form of Notes:

Bearer Notes:

New Global Note Form:


Temporary Global Note exchangeable for a Permanent Global Note, which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note.


Financial Centre(s) or other special provisions relating to payment dates:

Not Applicable


Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature):



Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:

Not Applicable


Details relating to Instalment Notes: amount of each instalment, date on which each payment is to be made:

Not Applicable


Redenomination, renominalisation and reconventioning provisions:

Not Applicable


Other final terms:

Not Applicable



(i) If syndicated, names of Managers:

Not Applicable

(ii) Stabilising Manager(s) (if any):

HSBC Bank plc


If non-syndicated, name of Dealer:

In respect of 275,726,000 principal amount of Notes, HSBC Bank plc. In respect of the remaining 574,274,000 principal amount of Notes, not applicable.


U.S. selling restrictions:

Reg. S compliance category 1; TEFRA D


Additional selling restrictions:

The selling restrictions applicable to the Republic of Italy are amended as follows:

Republic of Italy

The offering of the Additional Notes (as defined in Part B, paragraph 3 of these Final Terms) has not been registered pursuant to Italian securities legislation and, accordingly, no Additional Notes may be offered, sold or delivered, nor may copies of the Prospectus or of any other document relating to the Additional Notes be distributed in the Republic of Italy, except:

  • to qualified investors (investitori qualificati), as defined pursuant to Article 100 of Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and Article 34-ter, first paragraph, letter b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended from time to time ("Regulation No. 11971"); or 

  • in other circumstances which are exempted from the rules on public offerings pursuant to Article 100 of the Financial Services Act and Regulation No. 11971. 

Any offer, sale or delivery of the Notes or distribution of copies of the Prospectus or any other document relating to the Notes in the Republic of Italy under (i) or (ii) above must be: 

a) made by an investment firm, bank or financial intermediary 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 (the "Banking Act"); and

b) in compliance with Article 129 of the Banking Act, as amended, and the implementing guidelines of the Bank of Italy, as amended from time to time, pursuant to which the Bank of Italy may request information on the issue or the offer of securities in the Republic of Italy; and 

c) in compliance with any other applicable laws and regulations or requirement imposed by CONSOB or other Italian authority.


These Final Terms comprise the final terms required for the issue and admission to trading on the London Stock Exchange of the Notes described herein pursuant to the 15,000,000,000 Debt Issuance Programme of Unione di Banche Italiane S.c.p.a.


The Issuer accepts responsibility for the information contained in these Final Terms. 

Signed on behalf of the Issuer:


Duly authorised    



Listing and admission to trading

(i)    Admission to trading:

Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the regulated market of the London Stock Exchange with effect from 25 June 2009.

(ii)    Estimate of total expenses     related to admission to     trading:

Approximately £3,650 in listing fees



The Notes to be issued are expected to be rated:

S&P's:    A

Moody's: A1

Fitch: A+


Interests of natural and legal persons involved in the issue

Save for any fees payable to HSBC Bank plc in its capacity as Dealer in connection with the subscription of 275,726,000 principal amount of the Notes (the "Additional Notes") and as dealer manager in connection with the exchange of existing securities for €574,274,000 principal amount of the Notes (the "Exchange Notes"), so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.


Reasons for the offer/use of proceeds

In relation to the Additional Notes, as described in the Prospectus dated 17 September 2008 and, in relation to the Exchange Notes, for the purposes of exchanging existing securities under the terms of an exchange offer.



Indication of yield:

4.939 per cent.

The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.


Operational information

Intended to be held in a manner which would allow Eurosystem eligibility:


Note that the designation "Yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem, either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.

ISIN Code:


Common Code:


Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s): 

Not Applicable 


In respect of 574,274,000 principal amount of the Notes: delivery against delivery of the relevant securities for which the Notes are being exchanged.

In respect of 275,726,000 principal amount of the Notes: delivery against payment.

Names and addresses of Initial Paying Agent(s):

Citibank, N.A.

21st Floor, Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

Names and addresses of additional Paying Agent(s) (if any):

Not Applicable


Further information relating to the Issuer 

Further information relating to the Issuer is set out below, pursuant to Article 2414 of the Italian Civil Code.

(i)    Objects:

As set out in Article 4 of its by-laws, the objects of the Issuer, based on the traditional principles of co-operative banking, are the collection of savings and the carrying out of all forms of lending activities, both directly and through subsidiary companies, both for shareholders and for non-shareholders.

The Issuer may, provided it complies with the legislation in force and subject to obtaining the prescribed authorisations, both directly and through subsidiary companies, perform any banking or financial transactions and services, as well as any other activities credit institutions are allowed to conduct, including the issue of bonds and granting of loans regulated by special laws.

Furthermore, the Issuer may carry out any other transaction incidental to or in any way connected to achieving its corporate objects. The Issuer, for the benefit of its shareholders, pays special attention to the enhancement of the resources of the territory where it is located through its own distribution network and that of the Group. In compliance with its own institutional aims, the Issuer grants special terms to shareholder customers with regard to the enjoyment of specific services. In order to attain its objects, the Issuer may become a member of associations and consortia within the banking system, both in Italy and abroad.

The Issuer, in its role as parent company of the Unione di Banche Italiane Group (the "Group"), pursuant to article 61, fourth paragraph, of Legislative Decree No. 385 of 1 September 1993, issues, in the exercise of its activities of management and co-ordination, instructions regulating the companies forming the Group, inter alia, for the purpose of implementing regulations issued by the Bank of Italy and in the interest of the Group's stability.

(ii)    Registered office:

Piazza Vittorio Veneto 8, 24122 Bergamo, Italy 

(iii)    Company registration:

Registered at the Companies' Registry of the Chamber of Commerce of Bergamo, Italy under registration no. 03053920165.

(iv)    Amount of paid-up share capital and reserves: 

Paid-up share capital: €1,597,864,755 divided into 639,145,902 shares with a nominal value of €2.50.

Reserves:  8,765,995,544 as at 31 March 2009.


This information is provided by RNS
The company news service from the London Stock Exchange

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