14 May 2020 11:23
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, belonging to the VAT Group UBI with No. 04334690163)
EURO 15,000,000,000 COVERED BOND (OBBLIGAZIONI BANCARIE GARANTITE) PROGRAMME
OF UNIONE DI BANCHE ITALIANE S.P.A
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, Monza-Brianza, Lodi under registration number 06132280964, belonging to the VAT Group UBI with No. 04334690163)
NOTICE OF AMENDMENTS OF CERTAIN TRANSACTION DOCUMENTS TO THE HOLDERS OF
Euro 250,000,000 Floating Rate Amortising Covered Bonds (Obbligazioni Bancarie Garantite) due 30 April 2022
ISIN: IT0004599491
Euro 1,000,000,000 5.250 per cent. Covered Bonds (Obbligazioni Bancarie Garantite) due 28 January 2021
ISIN: IT0004682305
Euro 1,500,000,000 3.125 per cent. Covered Bonds (Obbligazioni Bancarie Garantite) due 14 October 2020
ISIN: IT0004966195;
Euro 1,000,000,000 3.125 per cent. Covered Bonds (Obbligazioni Bancarie Garantite) due 5 February 2024
ISIN: IT0004992878;
Euro 1,000,000,000 1.250 per cent. Covered Bonds (Obbligazioni Bancarie Garantite) due 7 February 2025
ISIN: IT0005067076;
Euro 1,250,000,000 1.000 per cent. Covered Bonds (Obbligazioni Bancarie Garantite) due 27 January 2023
ISIN: IT0005140030;
Euro 500,000,000 Floating Rate Covered Bonds (Obbligazioni Bancarie Garantite) due 14 December 2022
ISIN IT0005155673;
Euro 1,000,000,000 0.375 per cent. Covered Bonds Covered Bonds (Obbligazioni Bancarie Garantite) due 14 September 2026
ISIN IT0005215147;
Euro 1,250,000,000 1.125 per cent. Covered Bonds Covered Bonds (Obbligazioni Bancarie Garantite) due 4 October 2027
ISIN IT0005283491;
Euro 750,000,000 0.500 per cent. Covered Bonds Covered Bonds (Obbligazioni Bancarie Garantite) due 15 July 2024
ISIN IT0005320673;
Euro 500,000,000 1.250 per cent. Covered Bonds Covered Bonds (Obbligazioni Bancarie Garantite) due 15 January 2030
ISIN IT0005320665;
Euro 90,000,000 1.780 per cent. Covered Bonds Covered Bonds (Obbligazioni Bancarie Garantite) due 23 February 2033
ISIN IT0005325151;
Euro 160,000,000 1.750 per cent. Covered Bonds Covered Bonds (Obbligazioni Bancarie Garantite) due 25 February 2033
ISIN IT0005325334.
Euro 700,000,000 Floating Rate Covered Bonds (Obbligazioni Bancaire Garantite) due 16 October 2028
ISIN IT0005347973;
Euro 800,000,000 Floating Rate Covered Bonds (Obbligazioni Bancarie Garantite) due 12 December 2022
ISIN IT0005355539;
Euro 500,000,000 Floating Rate Covered Bonds (Obbligazioni Bancarie Garantite) due 11 December 2023
ISIN: IT0005355547;
Euro 500,000,000 Fixed Rate Covered Bonds (Obbligazioni Bancarie Garantite) due 25 September 2025
ISIN: IT0005364663;
Euro 1,000,000,000 Floating Rate Covered Bonds (Obbligazioni Bancarie Garantite) due 5 December 2029
ISIN IT0005393936
(the "Covered Bonds")
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 7 May 2020 Unione di Banche Italiane S.p.A.(the "Issuer"), the Guarantor, IW Bank S.p.A., The Bank of New York Mellon, London branch, BDO Italia S.p.A., The Bank of New York Mellon SA/NV, Milan branch, BNY Mellon Corporate Trustee Services Limited, TMF Management Italy S.r.l., Stichting Mara, Barclays Bank plc, Barclays Bank Ireland plc, Commerzbank Aktiengesellschaft, Crédit Agricole Corporate and Investment Bank, Deutsche Bank Aktiengesellschaft, DZ Bank AG Deutsche Zentral-genossenschaftsbank, Frankfurt am Main, Goldman Sachs International, ING Bank N.V., Landesbank Baden-Württemberg. Natixis, Nomura International plc, Société Générale, UBS Europe SE, 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 9 July 2019, as supplemented on 9 August 2019, 14 October 2019, 21 November 2019, 13 December 2019 and 3 April 2020.
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. The 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 Definitions Agreement and (ii) the Cover Pool Management 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) Master Definitions Agreement: With reference to the Master Definitions Agreement, in order to: (a) to amend the English definition "Reserve Fund Amount" in order to allow the Issuer to voluntarily accumulate, as an additional portion of the Reserve Fund Amount to be credited on the Reserve Fund Account on each Guarantor Payment Date, any additional amount (as notified from time to time to the Guarantor and the Calculation Agent) it deems necessary to be accumulated as reserve (also in order to procure that the Statutory Tests are met). Any such additional amount to be transferred on the Reserve Fund Account will be funded out of the Principal Available Funds and Interest Available Funds through sums which would be otherwise due and repayable to UBI and IWB as Sellers and Subordinated Lenders in accordance with the Transaction Documents and the Priority of Payments, and (b) include some clarifications relating to the appointment of Barclays Ireland PLC as Arranger and Dealer.
b) Cover Pool Management Agreement: with reference to the Cover Pool Management Agreement, in order to amend the formula relating to the calculation of the Interest Coverage Test, clarifying that the Expected Revenue Income also includes amounts standing to the credit of the Reserve Fund Account, which are dedicated to the payment of interests under the Covered Bonds.
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: 14 May 2020
Unione di Banche Italiane S.p.A.
This announcement has been issued through the Companies Announcement Service of Euronext Dublin.