| PRESS RELEASE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION UniCredit successfully concludes accelerated bookbuild offering equal to 17 per cent of FinecoBank ordinary shares The proceeds amount to approximately €1,014 million, deriving from the sale of approximately 103.5 million ordinary shares of FinecoBank, at a price of €9.80 per share. Further to the press release published on 7 May 2019, UniCredit S.p.A. ("UniCredit") announces the successful completion of the accelerated bookbuild offering to institutional investors of approximately 103.5 million existing ordinary shares in FinecoBank S.p.A. ("Fineco" or the "Company"), equal to 17 per cent of the Company's issued share capital, at a price of €9.80 per share (the "Placement"). The settlement of the Placement will take place on 10 May 2019. The Placement is the first step in a number of comprehensive financial measures set to prepare for the 2020-2023 business strategy to be presented at UniCredit’s Capital Markets Day on 3 December 2019 in London. The price represents a discount of approximately 4.4 per cent to the pre-announcement closing price of Fineco. Gross proceeds of the Placement amount to approximately €1,014 million. The overall capital impact is estimated to be an increase of approximately 21 basis points in the UniCredit Group CET1 capital ratio in 2Q19. After completion of the Placement, UniCredit will hold a minority shareholding in Fineco corresponding to ca. 18 per cent of the Company's share capital and will deconsolidate Fineco from its financial statements. The remaining shareholding will be classified as a financial asset. UniCredit has agreed to a customary 120-day lock-up period from the closing of the Placement with respect to sales of any remaining shares it holds in Fineco. Subject to customary exceptions, no additional sales of shares of Fineco will be made by UniCredit during the lock-up period without the consent of J.P. Morgan and UBS Investment Bank on behalf of the Joint Bookrunners. J.P. Morgan, UBS Investment Bank and UniCredit Corporate & Investment Banking acted as Joint Bookrunners of the Placement. UniCredit S.p.A. Milan, 8 May 2019 * * * This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, South Africa, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States without registration thereunder or pursuant to an available exemption therefrom. Neither this document nor the information contained herein constitutes or forms part of an offer to sell, or the solicitation of an offer to buy, securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction. In member states of the European Economic Area (“EEA”) which have implemented the Prospectus Directive (each, a “Relevant Member State”), this announcement and any offer if made subsequently is directed exclusively at persons who are “qualified investors” within the meaning of the Prospectus Directive (“Qualified Investors”). For these purposes, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated; any other persons in the United Kingdom should not take any action on the basis of this announcement and should not act on or rely on it. This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. In connection with any offering of the shares of FinecoBank S.p.A. (the “Shares”), the Joint Bookrunners and any of its affiliates acting as an investor for its own account may take up as a proprietary position any Shares and in that capacity, may retain, purchase or sell for their own account such Shares. In addition, the Joint Bookrunners or its affiliates may enter into financing arrangements and swaps with investors in connection with which the Joint Bookrunners (or its affiliates) may from time to time acquire, hold or dispose of Shares. The Joint Bookrunners does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. Enquiries Media Relations: Tel. +39 02 88623569; e-mail: [email protected] Investor Relations: Tel: +39 02 88621028; e-mail: [email protected] | |
