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Unione di Banche (40EK)

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Tuesday 15 December, 2009

Unione di Banche

Issue of Debt

RNS Number : 1246E
Unione di Banche Italiane S.c.p.a.
15 December 2009
 




Final Terms dated 14 December 2009

UNIONE DI BANCHE ITALIANE S.c.p.a.

Issue of €1,000,000,000 4.000 per cent.

Covered Bonds (Obbligazioni Bancarie Garantite) due 16 December 2019

Guaranteed by

UBI Finance S.r.l.

under the €10,000,000,000 Programme

- CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the prospectus dated 31 July 2009 and the supplement to the prospectus dated 15 September 2009, which together constitute a base prospectus (the "Base Prospectus") for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of the Covered Bonds (Obbligazioni Bancarie Garantite) described herein for the purposes of Article 5.4 of the Prospectus Directive. These Final Terms contain the final terms of the Covered Bonds (Obbligazioni Bancarie Garantite) and must be read in conjunction with such Base Prospectus as so supplemented. Full information on the Issuer, the Guarantor and the offer of the Covered Bonds (Obbligazioni Bancarie Garantite) described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. The Base Prospectus (including the supplement thereof) is available for viewing at the Issuer's website (http://www.ubibanca.it).

1.

(i)

Issuer:

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


(ii)

Guarantor:

UBI Finance S.r.l.

2.

(i)

Series Number:

2


(ii)

Tranche Number:

1

3.

Specified Currency or Currencies:

Euro ("EUR")

4.

Aggregate Nominal Amount:



(i)

Series:

EUR 1,000,000,000


(ii)

Tranche:

EUR 1,000,000,000

5.

Issue Price:

99.177 per cent. of the Aggregate Nominal Amount

6.

(i)

Specified Denominations:

EUR 50,000 plus integral multiples of EUR 1,000 in excess thereof up to and including EUR 99,000. No Covered Bonds in definitive form will be issued with a denomination above EUR 99,000.


(ii)

Calculation Amount:

EUR 1,000

7.

(i)

Issue Date:

16 December 2009


(ii)

Interest Commencement Date:

Issue Date

8.

Maturity Date:

16 December 2019

9.

(i)

Extended Maturity Date of Guaranteed Amounts corresponding to Final Redemption Amount under the Covered Bond Guarantee:

16 December 2020


(ii)

Extended Instalment Date of Guaranteed Amounts corresponding to Covered Bond Instalment Amounts under the Covered Bond Guarantee:

Not Applicable

10.

Interest Basis:

For the period from and including the Issue Date to but excluding the Maturity Date (the "Original Maturity Period"), a Fixed Rate of 4.000 per cent. per annum.

If payment of the Final Redemption Amount on the Maturity Date is deferred in whole or in part pursuant to Condition 9(b) (Extension of maturity), for the period from and including the Maturity Date to but excluding the Extended Maturity Date or, if earlier the date on which the Covered Bonds are redeemed in full (the "Extended Maturity Period"), 1 month EURIBOR plus 0.67 per cent per annum Floating Rate.

(further particulars specified below)

11.

Redemption/Payment Basis:

Redemption at par

12.

Change of Interest or Redemption/ Payment Basis

Yes. See paragraph 10 above

13.

Put/Call Options:

Not Applicable

14.

Date of Board approval for issuance of Covered Bonds and Covered Bond Guarantee respectively obtained:

24 November 2009 with reference to approval of the issuance of Covered Bonds by the Issuer.

Board of Directors Resolution of 17 November 2009 and Quotaholders Meeting Resolution of 26 November 2009 with reference to the increase of the Covered Bond Guarantee.

15.

Method of distribution:

Syndicated


PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

16.

Fixed Rate Provisions

Applicable in respect of the Original Maturity Period.


(i)

Rate(s) of Interest:

4.000 per cent. per annum payable annually in arrear


(ii)

Interest Payment Date(s):

16 December in each year from (and including) 16 December 2010 adjusted in accordance with the Following Business Day Convention


(iii)

Fixed Coupon Amount:

EUR 40.00 per Calculation Amount


(iv)

Broken Amount(s):

Not Applicable


(v)

Day Count Fraction:

Actual/Actual (ICMA)


(vi)

Other terms relating to the method of calculating interest for Fixed Rate Covered Bonds:

Not Applicable

17.

Floating Rate Provisions

Applicable in respect of the Extended Maturity Period if payment of the Final Redemption Amount is deferred pursuant to Condition 9(b) (Extension of maturity).


(i)

Interest Period(s):

Interest will be payable monthly in arrears on each Interest Payment Date from (and including) the Maturity Date up to (and excluding) the Extended Maturity Date or, if earlier, the date on which the Covered Bonds are redeemed in full.


(ii)

Specified Period:

Not Applicable


(iii)

Interest Payment Dates:

The 16th day of each month falling during the Extended Maturity Period


(iv)

First Interest Payment Date:

16 January 2020


(v)

Business Day Convention:

Following Business Day Convention


(vi)

Additional Business Centre(s):

London


(vii)

Manner in which the Rate(s) of Interest is/are to be determined:

Screen Rate Determination


(viii)

Party responsible for calculating the Rate(s) of Interest and/or Interest Amount(s) (if not the Principal Paying Agent):

Not Applicable


(ix)

Screen Rate Determination:    




  • Reference Rate:

1 month EURIBOR



  • Interest Determination Date(s):

The second TARGET 2 Settlement Day prior to the commencement of each Interest Period



  • Relevant Screen Page:

Reuters EURIBOR 01



  • Relevant Time:

11:00 a.m. Brussels Time



  • Relevant Financial Centre:

Euro-Zone


(x)

ISDA Determination:

Not Applicable


(xi)

Margin(s):

0.67 per cent. per annum


(xii)

Minimum Rate of Interest:

Not Applicable


(xiii)

Maximum Rate of Interest:

Not Applicable


(xiv)

Day Count Fraction:

Actual/360


(xv)

Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Covered Bonds, if different from those set out in the Conditions:

Not Applicable

18.

Zero Coupon Provisions

Not Applicable

19.

Index Linked or Other Variable Linked Interest Provisions Index/Formula/other variable

Not Applicable

20.

Dual Currency Note Provisions

Not Applicable

PROVISIONS RELATING TO REDEMPTION

21.

Call Option

Not Applicable

22.

Put Option

Not Applicable

23.

Final Redemption Amount of Covered Bonds

EUR 1,000 per Calculation Amount

24.

Early Redemption Amount

Not Applicable


Early redemption amount(s) per Calculation Amount payable on redemption for taxation reasons or on acceleration following an 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):


GENERAL PROVISIONS APPLICABLE TO THE COVERED BONDS 

25.

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

London

26.

Details relating to Covered Bonds issued on a partly paid basis: 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 Covered Bonds and interest due on late payment:

Not Applicable

27.

Details relating to Covered Bonds for which principal is repayable in instalments: amount of each instalment, date on which each payment is to be made:

Not Applicable

28.

Redenomination provisions:

Redenomination not applicable

29.

Other final terms:

Not Applicable


DISTRIBUTION

30.

(i)

If syndicated, names of Managers:

Joint Lead Managers

Deutsche Bank Aktiengesellschaft

Société Générale

Natixis

Barclays Bank PLC


Co-Lead Managers

Calyon S.A.

Landesbank Baden-Württemberg

Nomura International plc

DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main



(ii)

Stabilising Manager(s) (if any)

Not Applicable

31.

If non syndicated, name of Dealer

Not Applicable

32.

U.S. Selling Restrictions

Reg. S Compliance Category 2

33.

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 regulated market of the London Stock Exchange of the Covered Bonds described herein pursuant to the Euro 10,000,000,000 Covered Bond Programme of Unione di Banche Italiane S.c.p.a.

RESPONSIBILITY

The Issuer and the Guarantor accept responsibility for the information contained in these Final Terms. 

Signed on behalf of Unione di Banche Italiane S.c.p.a.

By:        

    Duly authorised


Signed on behalf of UBI Finance S.r.l.

By:            

    Duly authorised

  

- OTHER INFORMATION

1.

LISTING



(i)

Listing

London


(ii)

Admission to trading

Application has been made by the Issuer (or on its behalf) for the Covered Bonds to be admitted to trading on the regulated market of the London Stock Exchange with effect from 16 December 2009

2.

RATINGS



Ratings:

The Covered Bonds to be issued are expected to be rated:

Moody's: Aaa

Fitch: AAA

3.

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER


Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Covered Bonds has an interest material to the offer.

4.

REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES


Reasons for the offer

The net proceeds of the sale of the Covered Bonds will be used by the Issuer for general funding purposes of the UBI Group

5.

YIELD



Indication of yield:

4.102 per cent. 

As set out above, the yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

6.

HISTORIC INTEREST RATES


Details of historic EURIBOR rates can be obtained from Reuters.

7.

PERFORMANCE OF INDEX/ FORMULA/OTHER VARIABLE, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING


Not Applicable


8.

PERFORMANCE OF RATES OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT


Not Applicable


9.

OPERATIONAL INFORMATION



ISIN Code:

IT0004558794


Common Code:

047313902


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

Monte Titoli S.p.A.


Delivery:

Delivery against payment


Names and Specified Offices of additional paying agent(s) (if any):

Not Applicable

10.

FURTHER INFORMATION IN RESPECT OF THE ISSUER


Objects:

The objects of the Issuer, as set out in Article 4 of its by-laws are: 

Drawing its inspiration from the traditional principles of credit societies, the purpose of the Issuer is the collection of savings and credit management in various forms, both directly and through subsidiary companies, both towards partners and towards non-partners. To this end, it may, provided it complies with the legislation in force and subject to the obtainment of the prescribed authorisations, both directly and through subsidiary companies, carry out any transactions and banking or financial services, as well as any other activity credit institutions are allowed to conduct, including issue of bonds and granting of loans regulated by special laws.

Furthermore, the Issuer may carry out any other transaction serving as a means or in any case connected to achieving the corporate purpose.

The Issuer, in pursuing the shareholders' benefit, pays special attention to the exploitation of the resources of the territory where it is located through its own distribution network and of the Group. In compliance with its own institutional aims, the Issuer grants special terms to the shareholder customers with regard to the enjoyment of specific services.




In order to attain its purposes, the Issuer may become a member of associations and consortia within the banking system, both in Italy and abroad.

The Issuer, in its capacity as parent Issuer of Unione di Banche Italiane Group, also shortened to UBI Banca Group (hereinafter, the "Group"), pursuant to article 61, fourth paragraph, of Italian Legislative Decree No. 385 dated 1 September, 1993, issues - in exercising its respective management and co-ordination activities - provisions regulating Group companies, also for the carrying out of any instructions issued by the Bank of Italy (Banca d'Italia) and in the interest of the Group's stability.


Registered Office:

Piazza Vittorio Veneto, 8, 24122 Bergamo, Italy.


Company's Registered Number:

Companies' Registry of Bergamo no. 03053920165.


Amount of paid-up share capital and reserves:

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

Reserves: €1.359.658.807 as at 30 September 2009


Date of resolutions authorising the issue of the Notes:

Resolution of the Management Board passed 24 November 2009



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