6 Jul 2017 10:42
UNIONE DI BANCHE ITALIANE S.P.A.(incorporated with limited liability as a "Società per Azioni" under the laws of the Republic of Italy and registered at the Companies' Registry of Bergamo under registration number 03053920165)
Euro 15,000,000,000 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 06132280964)
NOTICE OF AMENDMENTS OF CERTAIN TRANSACTION DOCUMENTS TO THE HOLDERS OF
Eur 1,000,000,000 4.000 per cent. Covered Bonds due 16 December 2019
ISIN: IT0004558794
Eur 250,000,000 Floating Rate Amortising Covered Bonds due 30 April 2022
ISIN: IT0004599491
Eur 1,000,000,000 3.375 per cent. Covered Bonds due 15 September 2017
ISIN Code: IT0004619109
Eur 1,000,000,000 5.250 per cent. Covered Bonds due 28 January 2021
ISIN: IT0004682305
Eur 1,500,000,000 3.125 per cent. Covered Bonds due 14 October 2020
ISIN: IT0004966195
Eur 1,000,000,000 3.125 per cent. Covered Bonds due 5 February 2024
ISIN: IT0004992878
Eur 1,000,000,000 Fixed Rate Covered Bonds due 7 February 2025
ISIN: IT0005067076
Euro 500,000,000 Floating Rate Covered Bonds due 14 December 2022
ISIN IT0005155673
Euro 1,250,000,000 Covered Bonds due 27 January 2023
ISIN: IT0005140030
Eur 1,000,000,000 Floating Rate Covered Bonds due 31 March 2022
ISIN: IT0005175465
Eur 750,000,000 Floating Rate Covered Bonds (Obbligazioni Bancarie Garantite) due 23 December 2018
ISIN: IT0005202343
Euro 1,000,000,000 Fixed Rate Covered Bonds (Obbligazioni Bancarie Garantite) due 14 September 2026
ISIN IT0005215147
(the "Covered Bonds")
OF UNIONE DI BANCHE ITALIANE S.P.A
In the context of the €15,000,000,000 Covered Bond (Obbligazioni Bancarie Garantite) Programme (the "Programme"), unconditionally and irrevocably guaranteed as to payments of interest and principal by UBI Finance S.r.l. (the "Guarantor"), on 23 May 2017 Unione di Banche Italiane S.p.A.(the "Issuer"), the Guarantor, IW Bank S.p.A., The Bank of New York Mellon SA/NV, Italian Branch, BNY Mellon Corporate Trustee Services Limited, The Bank of New York Mellon, London Branch, BNP Paribas Securities Services, London Branch, BDO Italia S.p.A., TMF Management Italy S.r.l., Stichting Mara, Barclays Bank PLC, Commerzbank Aktiengesellschaft, Credit Agricole Corporate and Investment Bank, Deutsche Bank Aktiengesellschaft, DZ Bank AG Deutschezentral-Genossenschaftsbank, Frankfurt am Main, Goldman Sachs International, ING Bank N.V., Landesbank Bade-Wurttemberg, Natixis, Nomura International PLC, Societè Generale, UBS Limited, Unicredit Bank AG (jointly, the "Parties", and each of them a "Party") entered into a master amendment agreement to certain Transaction Documents (the "Master Amendment Agreement").
Capitalized terms used in this Notice and not otherwise defined herein, shall have the same meaning ascribed to them in the Base Prospectus approved on 28 July 2016 as supplemented on 12 August 2016, on 26 January 2017, 1 March 2017 and on 12 April 2017.
On 20 February 2017, the Issuer announced the completion of the merger plan relating to the merger by incorporation of Banca Regionale Europea S.p.A., Banca Popolare Commercio e Industria S.p.A., Banca Popolare di Bergamo S.p.A., Banca Popolare di Ancona S.p.A., Banca Carime S.p.A., Banco di Brescia S.p.A. and Banca di Valle Camonica S.p.A. (the "Merged Banks") into UBI (the "Merger Plan") and the signing of the relevant merger agreements. With the merger by incorporation and the migration of these seven banks the "Single Bank Project" was substantially completed on 20 February 2017.
As a consequence of the completion of the Merger Plan, starting from the date on which each merger has been completed and all the formalities and conditions set out under the relevant Merger Agreement for such purposes have been executed and satisfied (the "Merger Effective Date"), UBI has succeeded to each relevant Merged Bank as party in the Transaction Documents and the rights and obligations of the relevant Merged Bank as Seller, Subordinated Lender and Sub-Servicer deriving from such Transaction Documents have been transferred to UBI.
The Master 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. This consent of the Representative of the Covered Bondholders has been obtained in accordance with the Rules of the Organisation of the Covered Bondholders and the Intercreditor Agreement. The Master Amendment Agreement has been entered into mainly for the purposes of amending certain provisions of the following agreements executed in the context of the Programme: (i) the Master Loan Purchase Agreements, (ii) the Subordinated Loan Agreements, (iii) the Master Servicing Agreement, (iv) the Intercreditor Agreement, (v) the Cash Allocation, Management and Payments Agreement, (vi) the Cover Pool Management Agreement, (vii) the English Account Bank Agreement, (viii) the Programme Agreement, (ix) the Conditions (x) the Deed of Pledge, and (xi) the Master Definitions Agreement (the "Amended Agreements").
More in particular, the amendments to the Amended Agreements set forth under the Master Amendment Agreement have been entered into mainly for the following purposes:
a) General Amendments:
(i) The Parties have entered into the Master Amendment Agreement, in order to, inter alia acknowledge and agree - with reference to the UBI Master Loan Purchase Agreement (as defined below) - that:
· all ongoing rights and obligations (including any call option, renegotiation right and other ongoing rights and obligations) relating to the receivables transferred under the Master Loan Purchase Agreements entered into by each of the Merged Banks and the Guarantor, that, as a consequence of the Merger have been assumed by UBI, will be regulated in accordance with the Master Loan Purchase Agreement entered by UBI and the Guarantor (the "UBI Master Loan Purchase Agreement") as amended in accordance with the Master Amendment Agreement; as a consequence of the above, with respect to such ongoing rights and obligations, UBI will have the rights provided for under clause 11 and 12 of the UBI Master Loan Purchase Agreement and the Guarantor will have the rights and obligations in respect thereof as set forth for under the UBI Master Loan Purchase Agreement as if the Receivables (Crediti) and Portfolios transferred from time to time by each of the Merged Banks to the Guarantor were transferred (and for this purpose are considered to be transferred) in accordance with the UBI Master Loan Purchase Agreement; and
· each of the Master Loan Purchase Agreements entered into by each of the Merged Banks will remain in force and effect and will continue to regulate (x) the activities performed and the effects already produced between the original parties thereto and any provision relating to the transfer of the Receivables (including any price adjustment or other similar provisions) which relates to transfer of receivables which have occurred prior to the date hereof, (y) the rights and obligations already arisen thereunder and indemnities and amounts already accrued and (z) the rights and obligations of the relevant parties arisen as of the date hereof therefrom and pursuant to the provisions set forth thereunder.
(ii) The Parties have entered into the Master Amendment Agreement, in order to, inter alia, acknowledge and agree that, in light of paragraph (i) above, the Guarantor intends to grant a new power of attorney to UBI with respect to the exercise of all the renegotiation rights relating to the receivables transferred under the Master Loan Purchase Agreements entered into by each of the Merged Banks assumed by UBI and now regulated by the UBI Master Loan Purchase Agreement, in accordance with the provisions of the UBI Master Loan Purchase Agreement as amended by this Agreement;
(iii) The Parties have entered into the Master Amendment Agreement, in order to, inter alia, terminate the Subordinated Loan Agreements entered into by each of the Merged Banks and provide that the Term Loans disbursed in accordance with the Subordinated Loan Agreements entered into by each of the Merged Banks will be regulated by the Subordinated Loan Agreement entered into between UBI and the Guarantor (the "UBI Subordinated Loan Agreement"), as amended in accordance with the Master Amendment Agreement; and
(iv) The Parties have entered into the Master Amendment Agreement, in order to, inter alia, terminate each of the Sub-Servicing Agreements entered into by each Merged Bank, without prejudice to the activities performed and the effects already produced between the original parties thereto and the indemnities and amounts already accrued and due with respect to rights and obligations of the relevant parties arisen therefrom and pursuant to the provisions set forth thereunder.
b) UBI and IW Bank Subordinated Loan Agreements:
(i) With reference to UBI Subordinated Loan Agreements, the Parties have entered into the Master Amendment Agreement, in order to, inter alia, acknowledge and agree that, as a consequence of the transfer of the Term Loans disbursed by each Merged Bank to UBI upon completion of each relevant Merger: (i) the Subordinated Loan Agreeements entered into by each of the Merged Banks are terminated; and (ii) the Term Loans disbursed in accordance with the Subordinated Loan Agreements entered into by each of the Merged Banks will be considered drawn under and regulated by the UBI Subordinated Loan Agreement as amended by the Master Amendment Agreement;
(ii) With reference to the Subordinated Loan Agreements entered into, respectively, between UBI and the Guarantor and between IW Bank and the Guarantor, the Parties have entered into the Master Amendment Agreement, in order to, inter alia, amend: (a) the definition of "Costi dei Conti UBI" in order to make reference to the aggregate expenses of all the Accounts under paragraph (ii) set forth thereunder, (b) the definition of "Portafogli UBI" in order to include reference to the portfolios transferred by UBI and the Merged Banks to the Guarantor in the context of the Programme, and (c) the definition of "ICC" under the definition of "Quota Interessi Conti Comuni" in order to include reference also to any negative interest which may accrue on the common accounts, as set out in the Master Amendment Agreement.
c) Master Servicing Agreement:
With reference to the Master Servicing Agreement, the Parties have entered into the Master Amendment Agreement, in order to, inter alia: (a) delete all references to the Merged Banks acting as Sellers and Sub-Servicers, (b) amend Clause 3 in order to clarify that the activities specified thereunder will be delegated by UBI as Master Servicer to IW Bank in its quality of Sub-Servicer with respect to the relevant portfolios transferred by it to the Guarantor in the context of the Programme, (c) amend Clauses 9.1, 12.1 and 12.2 in order to include references to the new definitions of "DBRS CBAP", "DBRS Critical Obligations Rating (COR)" and "DBRS Long Term Rating-Institution", as amended or included in the updated version of the Master Definitions Agreement in light of the new DBRS rating criteria, (d) clarify throughout the document that IW Bank is the only party appointed to act as Sub-Servicer in the context of the Programme, and (e) amend Schedules 3 (Modello di procura per Il Master Servicer) and 4 (Modello di procura per Il Sub-Servicer) in order to update the form of power of attorney for each of the Master Servicer and the Sub-Servicer, as set out in the Master Amendment Agreement.
d) Intercreditor Agreement:
With reference to the Intercreditor Agreement, the Parties have entered into the Master Amendment Agreement, in order to, inter alia: (a) delete all references to the Merged Banks acting as Sellers, Subordinated Lenders and Sub-Servicers, (b) amend clause 22 (Notices) in order to update all addresses of the relevant parties, and (c) clarify throughout the document that IW Bank is the only party appointed to act as Sub-Servicer in the context of the Programme, as set out in the Master Amendment Agreement.
e) Cash Allocation, Management and Payments Agreement:
With reference to the Cash Allocation, Management and Payments Agreement, the Parties have entered into the Master Amendment Agreement, in order to, inter alia: (a) delete all references to the Merged Banks acting as Sellers and Sub-Servicers in the context of the Programme, (b) amend clause 3.1 in order to delete references to the Italian Collection Accounts related to the Merged Banks originally opened by the Guarantor with the Italian Account Bank, (c) amend clause 3.2 in order to delete references to the English Collection Accounts related to the Merged Banks originally opened by the Guarantor with the English Account Bank, (d) amend Schedule 1 in order to attach to the document the update versions of the Account Bank Reports, and (e) clarify throughout the document that IW Bank is the only party appointed to act as Sub-Servicer in the context of the Programme, as set out in the Master Amendment Agreement.
f) Cover Pool Management Agreement:
With reference to the Cover Pool Management Agreement, the Parties have entered into the Master Amendment Agreement, in order to, inter alia: (a) delete all references to the Merged Banks acting as Sellers, (b) amend sub-paragraphs "Y" and "W" under paragraph 2.3.1 (Nominal Value) in order to include reference to the new definition of "DBRS Long Term Rating-Institution" as amended in the updated version of the Master Definitions Agreement in light of the new DBRS rating criteria, and (c) clarify throughout the document that IW Bank is the only party appointed to act as Sub-Servicer in the context of the Programme, as set out in the Master Amendment Agreement.
g) English Account Bank Agreement:
With reference to the English Account Bank Agreement, the Parties have entered into the Master Amendment Agreement, in order to, inter alia: (a) delete all references to the Merged Banks acting as Sellers and Sub-Servicers, and (b) clarify throughout the document that IW Bank is the only party appointed to act as Sub-Servicer in the context of the Programme, as set out in the Master Amendment Agreement.
h) Programme Agreement:
With reference to the Programme Agreement, the Parties have entered into the Master Amendment Agreement, in order to, inter alia: (i) delete all references to the Merged Banks, and (ii) add a clarification under paragraph 9 of the Selling Restrictions attached thereto as Schedule 8, as set out in the Master Amendment Agreement.
i) Deed of Pledge:
With reference to the Deed of Pledge, the Parties have entered into the Master Amendment Agreement, in order to, inter alia, enter into the supplemental agreement to the Deed of Pledge (the "Supplemental Deed of Pledge") in order to agree certain amendments and/or integration to the Deed of Pledge as a consequence of the amendments to be made to the Amended Documents, as set out in the Supplemental Deed of Pledge.
j) Terms and Conditions:
With reference to the Terms and Conditions, the Parties have entered into the Master Amendment Agreement, in order to, inter alia: (a) delete all references to the Merged Banks, and (b) amend the definition of "Sub-Servicer" in order to include reference to IW Bank only, as set out in the Master Amendment Agreement.
k) Master Definitions Agreement:
With reference to the Master Definitions Agreement, the Parties have entered into the Master Amendment Agreement, in order to, inter alia: (a) delete all references to the Merged Banks, (b) delete the definitions of the "Portfolio Tests" related to each Merged Bank, (b) add the definitions of "DBRS Covered Bonds Attachment Point" or "DBRS CBAP", "DBRS Critical Obligations Rating (COR)", "DBRS Long Term Rating - Institution" and "DBRS Eligible Investment Rating" in order to align the document to the definitions set forth under the new DBRS rating criteria, (c) delete the definitions of "DBRS Short Term Rating" and amend the definition of "Eligible Institution" in order to align them to the definitions set forth under the new DBRS rating criteria, (d) delete the definitions of the "English Interest Collection Account" and "English Principal Collection Account" related to each Merged Bank, (e) delete the definitions of the "Italian Collection Account" related to each Merged Bank, (f) amend the definition of "Portfolio" in order to clarify that the Portfolio of each Seller will include other portfolios of Eligible Assets transferred to the Guarantor from other sellers incorporated in the relevant Seller, (g) amend the definition of "Sub-Servicer" in order to include reference to IW Bank only, (h) amend the definition of "UBI Portfolio" in order to include reference to the portfolios transferred by UBI and the Merged Banks to the Guarantor in the context of the Programme, and (i) amend the definition of "UBI Group" in order to delete references to the Merged Banks, as set out in the Master Amendment Agreement attached.
Copies of the Master Amendment Agreement 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 Irish Stock Exchange's website at the following internet address http://www.ise.ie.
Dated: 6 July 2017
Unione di Banche Italiane S.p.A.
This announcement has been issued through the Companies Announcement Service of
the Irish Stock Exchange.