The UniCredit Board of Directors has approved the conditions and the timetable for the offer of ordinary shares under option to shareholders to be issued in execution of the resolution of the extraordinary shareholders' meeting of January 12, 2017. The price of the new shares offered under option to shareholders holding ordinary shares and holders of savings shares of the bank, on the occasion of the next capital increase of 13 billion, is € 8,09 per share (of which 0,01 euro as capital and 8,08 euro as share premium), in the option ratio of no. 13 newly issued ordinary shares for every n. 5 ordinary and/or savings shares held.
Consequently, the option offer will involve the issue of a maximum of no. 1.606.876.817 new ordinary shares, for a total value that will be around 13 billion euros, with a discount on the Terp - the theoretical price after the detachment of the option right - which will therefore be 38%, quite high considering that the gap was considered to be between 30 and 40%.
The board also signed the underwriting agreement relating to the operation. The underwriting syndicate is coordinated and managed by Unicredit Corporate & Investment Banking, Morgan Stanley and UBS Investment Bank who will act as structuring advisor and, together with BofA Merrill Lynch, JP Morgan and Mediobanca, as joint global coordinator and joint bookrunner and , in addition, composed of Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs International and HSBC, as co-global coordinator and joint bookrunner, Banca IMI, Banco Santander, Barclays, BBVA, BNP PARIBAS, COMMERZBANK, Crédit Agricole CIB, Natixis and Société Générale as joint bookrunners, by ABN AMRO, Banca Akros and Macquarie as co-bookrunners, by Danske Bank as co-lead manager, as well as by CaixaBank, Equita SIM, Haitong, Jefferies, RBC Capital Markets, SMBC Nikko and Keefe, Bruyette & Woods as co-manager.
The members of the underwriting syndicate (with the exception of UniCredit Corporate & Investment Banking) have undertaken to subscribe, severally and without solidarity, the newly issued ordinary shares, which may have remained unsubscribed at the end of the unsubscribed rights auction, which will be held after the subscription period, for a maximum amount equal to the value of the offer of new shares. The guarantee contract contains, among other things, the usual clauses which condition the effectiveness of the guarantee commitments or give the members of the guarantee consortium the right to withdraw from the contract, in line with international practice.
