UBI Banca EMTN Programme Eur 55 Mil. FRN Due 2013
Final Terms dated 12 December 2011
Unione di Banche Italiane S.c.p.a.
Issue of Euro 55,000,000 Floating Rate Notes due 2013
under the Euro 15,000,000,000 Debt Issuance Programme
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 8 August 2011 and the supplemental Prospectus dated 25 October 2011 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 and the Prospectus as so supplemented. The Prospectus and the supplemental Prospectus are available for viewing on the website of the Regulatory News Service operated by the London Stock Exchange at www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.
| Issuer: | Unione di Banche Italiane S.c.p.a. | ||
| (i) | Series Number: | 76 | |
| (ii) | Tranche Number: | 1 | |
| Specified Currency or Currencies: | Euro | ||
| Aggregate Nominal Amount of Notes admitted to trading: | Euro 55,000,000 | ||
| Issue Price: | 99.621 per cent. of the Aggregate Nominal Amount | ||
| (i) | Specified Denominations: | Euro 100,000 and integral multiples of Euro 1,000 in excess thereof up to and including Euro 199,000 | |
| (ii) | Calculation Amount: | Euro 1,000 |
| (i) | Issue Date: | 13 December 2011 | |
| (ii) | Interest Commencement Date: | 13 December 2011 |
| Maturity Date: | The Interest Payment Date falling in December 2013 | ||
| Interest Basis: | 3 month EURIBOR + 0.43 per cent. per annum Floating Rate | ||
| Redemption/Payment Basis: | Redemption at par | ||
| Change of Interest or Redemption/Payment Basis: | Not Applicable | ||
| Put/Call Option: | Not Applicable | ||
| (i) | Status of the Notes: | Senior, Unsecured | |
| (ii) | Date Board approval for issuance of Notes obtained: | 26 July 2011 |
| Method of distribution: | Non-Syndicated | ||
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | |||
| Fixed Rate Note Provisions: | Not Applicable | ||
| Floating Rate Note Provisions: | Applicable | ||
| (i) | Interest Period(s): | Each period from and including an Interest Payment Date to but excluding the next Interest Payment Date save for the first Interest Period which shall be the period from and including the Interest Commencement Date to but excluding the first Interest Payment Date | |
| (ii) | Specified Interest Payment Dates: | 13 March, 13 June, 13 September and 13 December in each year, commencing 13 March 2012, subject to adjustment in accordance with the Business Day Convention specified below | |
| (iii) | Business Day Convention: | Modified Following Business Day Convention | |
| (iv) | Business Centre(s): | TARGET | |
| (v) | Manner in which the Rate(s) of Interest is/are to be determined: | Screen Rate Determination | |
| (vi) | Party responsible for calculating the Rate(s) of Interest and Interest Amount(s) (if not the Calculation Agent): | Not Applicable | |
| (vii) | Screen Rate Determination: | ||
| -Reference Rate: | 3 month EURIBOR | ||
| -Interest Determination Date(s): | Two Target Business Days prior to the first day of the relevant Interest Period | ||
| -Relevant Screen Page: | EURIBOR01 | ||
| (viii) | ISDA Determination: | Not Applicable | |
| (ix) | Margin(s): | + 0.43 per cent. per annum | |
| (x) | Minimum Rate of Interest: | Not Applicable | |
| (xi) | Maximum Rate of Interest: | Not Applicable | |
| (xii) | Day Count Fraction: | Actual/360 | |
| (xiii) | Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions: | As per Conditions | |
| Zero Coupon Note Provisions: | Not Applicable | ||
| Index Linked Interest Note/other variable-linked interest Note Provisions: | Not Applicable | ||
| Dual Currency Note Provisions: | Not Applicable | ||
| PROVISIONS RELATING TO REDEMPTION | |||
| Call Option: | Not Applicable | ||
| Put Option: | Not Applicable | ||
| Final Redemption Amount of each Note: | Euro 1,000 per Calculation Amount | ||
| Early Redemption | ||
| 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 | ||
| GENERAL PROVISIONS APPLICABLE TO THE NOTES | |||
| Form of Notes: | Bearer Notes | ||
| New Global Note | Yes | ||
| 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 or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): | No | ||
| 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 | ||
| Consolidation provisions: | Not Applicable | ||
| Other final terms: | Not Applicable | ||
| DISTRIBUTION | |||
| (i) | If syndicated, names of Managers: | Not Applicable | |
| (ii) | Stabilising Manager(s) (if any): | Not Applicable |
| If non-syndicated, name of Dealer: | Natixis | ||
| U.S Selling Restrictions: | Reg S Compliance Category 1; TEFRA D | ||
| Additional selling restrictions: | Not Applicable | ||
PURPOSE OF FINAL TERMS
These Final Terms comprise the final terms required for issue and admission to trading on the London Stock Exchange of the issue of Notes described herein pursuant to the Euro 15,000,000,000 Debt Issuance Programme of Unione di Banche Italiane S.c.p.a.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of the Issuer:
By:
Duly Authorised
PART B - OTHER INFORMATION
1. LISTING
| (i) | Listing: | London |
| (ii) | 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 13 December 2011 |
| (iii) | Estimate of total expenses related to admission to trading: | GBP 1,750 |
2. RATINGS
| Ratings: | The Notes to be issued are expected to be rated: |
| S & P: A - Moody's: A3 Fitch: A - Each of S&P, Fitch and Moody's is established in the European Union and registered under Regulation (EC) no. 1060/2009 on credit rating agencies, as amended by Regulation (EU) no. 513/2011 of the European Parliament and of the Council dated 11 May 2011. |
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for any fees payable to the Dealer, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
4. OPERATIONAL INFORMATION
| Intended to be held in a manner which would allow Eurosystem eligibility | Yes 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: | XS0719198110 |
| Common Code: | 071919811 |
| 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 |
| Delivery: | Delivery against payment |
| Names and addresses of initial Paying Agent(s) (if any): | Citibank, N.A. London |
| Names and addresses of additional Paying Agent(s) (if any): | Not Applicable |
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.
Source: UBI Banca via Thomson Reuters ONE
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