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Unione di Banche (40EK)

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Tuesday 23 April, 2013

Unione di Banche

Notice of amendments to the terms and conditions

RNS Number : 0017D
Unione di Banche Italiane S.c.p.a.
23 April 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)

 

NOTICE OF AMENDMENTS TO THE TERMS AND CONDITIONS AND CERTAIN TRANSACTION DOCUMENTS

 

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 2017 - 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 11 April 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, Mazars S.p.A., The Bank of New York Mellon, London Branch, TMF Management Italia S.r.l., Barclays Bank PLC, Crédit Agricole Corporate and Investment Bank, Commerzbank Aktiengesellschaft, Deutsche Bank Aktiengesellschaft, DZ BANK AG Deutsche Zentral‑Genossenschaftsbank, Frankfurt am Main, ING Bank N.V., Landesbank Baden‑Württemberg, Natixis, Nomura International plc, Société Générale UBS Limited, UniCredit Bank AG and Stichting Mara (jointly, the "Parties", and each of them a "Party") executed (a) amendment agreements in order to, inter alia, terminate all Asset Swap Agreements and amend the Liability Swap Agreement, the Deed of Charge, the Conditions, the Intercreditor Agreement, the Cash Management and Agency Agreement, the Cover Pool Management Agreement, the Master Servicer Agreement, each Subordinated Loan Agreement and the Master Definition Agreement (the "Amendment Agreements") and (b) certain documents and accession letters in order provide for the accession of Unione di Banche Italiane S.p.c.A. in the Programme as Seller and Service Provider.

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 from their respective committees confirming that the changes would not affect the rating of the Covered Bonds.

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

The Parties amended the Transaction Documents, mainly in order to:

(a)     provide for the accession of Unione di Banche Italiana S.p.c.A. in the Programme as Seller and Service Provider in accordance with the terms and procedures established under the Transaction Documents and the Conditions. As a consequence of the accession of UBI as Seller, the following documents have been executed: (i) a Master Loan Purchase Agreement, between UBI and the Guarantor (ii) a Subordinated Loan Agreement, between UBI and the Guarantor (iii) a Warranty and Indemnity Agreement, between UBI and the Guarantor, and (iv) the accession letters of UBI into the other Transaction Documents to which has to be a party in its capacity of Seller and the relevant supplemental Deed of Pledge;

(b)     restructure the Swap Agreements (the "Restructuring of Swap Agreements"), by (a) terminating all Asset Swap Agreements by mutual agreement without payment of any termination amount and (b) effecting the following amendments to the Liability Swap Agreement:

(i)      the Termination Date has been amended so that each Liability Swap Transaction is co-terminus with the maturity date of the Covered Bond;

(ii)      the Notional Amount has been amended in order to reduce the notional amount hedged by way of the Liability Swap Agreement to 70.0% of the notional of each fixed rate liability. Furthermore, each liability swap will exchange cash flows based on a rate of 3-month Euribor plus margin for fixed rate payments that match the coupon of each Covered Bond;

(iii)     the Fixed Rate Payer Payment Dates have been amended so that the frequency of payments has been changed from annual to quarterly; and

(iv)      the Spread has been amended to be in line with the new Notional Amount;

(c)     amend the definition of "Defaulted Receivables", in order to include in such definition also receivables in relation to which one or more installments are overdue by at least 90 days, in line with the criteria of the Circular of the Bank of Italy No. 272 of 30 July 2008 and in force since 1 January 2012;

(d)     provide a contractual regulation of the procedure of investing the liquidity of the Guarantor in Eligible Investments in compliance with the Bank of Italy Regulation and provide account details for the deposit of such Eligible Investments. In this context, the definition of "Eligible Investment" has been modified as follows:

"Eligible Investment" means any Eligible Assets or Top-up Assets which meet the following requirements (i) any Euro denominated security rated at least "P-3" by Moody's and "F2" and/or "BBB+" by Fitch (provided that, if any of the above securities is on rating watch negative, it shall be treated as one notch below its then current Fitch rating), 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 "P-3" by Moody's and "F1+" and/or "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 "P-3" by Moody's and "F2" and/or "BBB+" by Fitch (provided that, if any of the above financial institutions is on rating watch negative, it shall be treated as one notch below its then current Fitch rating), provided that any  such investments mature on or before the next following Guarantor Payment Date or are disposable at no loss."

(e)     delete, as a consequence of the merger between BRE and BSG, effective from 22 October 2012, any reference to BSG in the agreement;

(f)      amend the calculation of the premium to be paid by the Guarantor to the respective Subordinated Loan Provider, by deleting the references to the Asset Swap Agreements further to the Restructuring of the Swap Agreements.

As a consequence of the amendments executed pursuant the Amendment Agreements, the Conditions have been amended as follows:

(a)     Definition of "Asset Swap Agreement" under Condition 2.1 (Definitions and Interpretation) was deleted and replaced as follows: «"Asset Swap Agreements" means the swap agreements entered on or about each Transfer Date between the Guarantor and an asset swap provider»;

(b)     After the definition of "Asset Swap Agreement", the definition of "Asset Swap Deed of Guarantee" under Condition 2.1 (Definitions and Interpretation) was deleted;

(c)     After the definition of "Deed of Pledge", the definition of "Deed of Pledges" under Condition 2.1 (Definitions and Interpretation) was deleted;

(d)     Definition of "English Account Bank" under Condition 2.1 (Definitions and Interpretation) was deleted and replaced as follows: «"English Account Bank" means The Bank of New York Mellon, London Branch, acting in its capacity as English account bank pursuant to the English Account Bank Agreement or any such other depository institution as may be appointed in accordance with such English Account Bank Agreement»;

(e)     After the definition of "Issuer Default Notice", the definition of "Issuer Deed of Pledge" under Condition 2.1 (Definitions and Interpretation) was deleted;

(f)      Definition of "Other Creditors" under Condition 2.1 (Definitions and Interpretation) was deleted and replaced as follows: «"Other Creditors" means the Sellers, the Master Servicer, the Sub‑Servicers, the Service Providers, the Representative of the Covered Bondholders, the Calculation Agent, the Guarantor Corporate Servicer, the Principal Paying Agent, the Italian Account Bank, the English Account Bank, the Asset Monitor and the Swap Providers, the Registered Paying Agent and the Registrar, and any other creditors which may, from time to time, be identified as such in the context of the Programme»;

(g)     Definition of "Security" under Condition 2.1 (Definitions and Interpretation) was deleted and replaced as follows: «"Security" means the security created pursuant to the Deed of Pledge and the Deed of Charge»;

(h)     Definition of "Swap Agreement" under Condition 2.1 (Definitions and Interpretation) was deleted and replaced as follows: «"Swap Agreements" means, collectively, the Asset Swap Agreement, each Liability Swap Agreement and any other swap agreement that may be entered into in connection with the Programme»;

(i)      Definition of "Test Grace Period" under Condition 2.1 (Definitions and Interpretation) was deleted and replaced as follows: «"Test Grace Period" means the period starting from the Calculation Date on which the breach of a Test is notified by the Calculation Agent and ending on the immediately following Calculation Date»;

(j)      Definition of "Transaction Documents" under Condition 2.1 (Definitions and Interpretation) was deleted and replaced as follows: «"Transaction Documents" means each Master Loans Purchase Agreement, the Master Servicing Agreement, each Warranty and Indemnity Agreement, the Cash Allocation, Management and Payments Agreement, the Programme Agreement, each Subscription Agreement, the Cover Pool Management Agreement, the Intercreditor Agreement, each Subordinated Loan Agreement, the Asset Monitoring Agreement, the Covered Bond Guarantee, the Corporate Services Agreement, the Swap Agreements, the Mandate Agreement, the Quotaholders' Agreement, these Conditions, each Final Terms, the Deed of Charge, the Deed of Pledge, the English Account Bank Agreement, the Master Definitions Agreement, each N Covered Bond Certificate, each N Covered Bond Agreements, each N Covered Bond Assignment Agreement and the N Covered Bond Conditions, and any other agreement entered into from time to time in connection with the Programme.».

Copies of the Amendment Agreements 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: 23 April 2013

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

 


This information is provided by RNS
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