30 May 2018 10:20
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 5,000,000,000 Covered Bond (Obbligazioni Bancarie Garantite) Programme
unconditionally and irrevocably guaranteed as to payments
of interest and principal by
UBI FINANCE CB2 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 07639080964)
NOTICE OF AMENDMENTS OF CERTAIN TRANSACTION DOCUMENTS TO THE HOLDERS OF
Euro 500,000,000 Floating Rate Amortising Covered Bonds due 29 October 2022 - ISIN Code I IT0004864663 - Common Code 084687910 (the "Series 2")
Euro 200,000,000 Floating Rate Covered Bonds due 5 March 2019 - ISIN Code IT0005002842 - Common 104261035 (the "Series 3")
Euro 650,000,000 Floating Rate Amortising Covered Bonds due 14 July 2021 - ISIN Code IT0005122418 - Common 126041152 (the "Series 4")
Euro 300,000,000 Floating Rate Covered Bonds due 24 June 2022 - ISIN Code IT0005202400 - Common 143772357 (the "Series 5")
Euro 300,000,000 Floating Rate Covered Bonds due 21 December 2023 - ISIN Code IT0005318560 - (the "Series 6") and, together with the Series 2, the Series 3, the Series 4 and the Series 5, the "Covered Bonds")
OF UNIONE DI BANCHE ITALIANE S.P.A
In the context of the €5,000,000,000 Covered Bond (Obbligazioni Bancarie Garantite) Programme (the "Programme"), unconditionally and irrevocably guaranteed as to payments of interest and principal by UBI Finance CB2 S.r.l. (the "Guarantor"), on 21 May 2018 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, BDO Italia S.p.A., TMF Management Italy S.r.l., Stichting Viola, Barclays Bank PLC, BNP Paribas Securities Services, London Branch (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 27 July 2017 as supplemented on 17 August 2017, on 13 December 2017 and on 20 February 2018.
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 (i) the Intercreditor Agreement, (ii) the Cover Pool Management Agreement, (iii) the Cash Allocation, Management and Payments Agreement, (iv) the Programme Agreement, (v) the Terms and Conditions, and (vi) the Master Definitions Agreement (the "Amended Agreements") in order to, inter alia: (a) reflect a new Programme's accounts structure with UBI acting as sole account bank of the Programme and a back-up account structure to be activated in the event that UBI will lose the requirements to act as sole account bank in the context of the Programme, (b) terminate the appointment of BNP Paribas Securities Services, London branch as English Account Bank, (c) regulate the transfer of the cash deposited on the English Accounts on certain new accounts opened with UBI, and (d) include additional ICMA-contemplated language in relation to the MiFID II regime also taking into account the product governance rules under EU Delegated Directive 2017/593 as amended from time to time.
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) 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 amend, inter alia, Clauses 3 (Accounts Opened), 4 (Account Mandates), 5 (Duties of the Account Bank) in order to reflect the new Programme accounts' structure, as set out in the Master Amendment Agreement.
b) Intercreditor Agreement: with reference to the Intercreditor Agreement the Parties have entered into the Master Amendment Agreement, in order to (a) replace any reference to the English Account Bank with reference to the Back-up Account Bank, (b) replace any reference to the Italian Account Bank with reference to the Account Bank, and (c) reflect the new Programme accounts' structure, as set out in the Master Amendment Agreement.
c) Cover Pool Management Agreement: with reference to the Cover Pool Management Agreement the Parties have entered into the Master Amendment Agreement, in order to (a) replace any reference to the English Principal Account with reference to the Principal Account, (b) replace any reference to the Italian Collection Accounts with reference to the Transitory Collection Accounts, (c) replace any reference to the English Interest Collection Accounts with reference to the Interest Collection Accounts and (d) reflect the new Programme accounts' structure, as set out in the Master Amendment Agreement.
d) Terms and Conditions: with reference to the Terms and Conditions the Parties have entered into the Master Amendment Agreement, in order to (a) replace any reference to the English Account Bank with reference to the Back-up Account Bank, (b) replace any reference to the Italian Account Bank with reference to the Account Bank, and (c) replace any reference to the English Collection Account with reference to the Collection Account, as set out in the Master Amendment Agreement.
e) Master Definitions Agreement: With reference to the Master Definitions Agreement the Parties have entered into the Master Amendment Agreement, in order to (a) replace any reference to the English Account Bank with reference to the Back-up Account Bank, (b) replace any reference to the Italian Account Bank with reference to the Account Bank, and (c) amend certain definitions in order to reflect the new Programme accounts' structure, as set out in the Master Amendment Agreement.
f) Programme Agreement: With reference to the Programme Agreement, the Parties have entered into the Master Amendment Agreement, in order to (a) reflect the new Programme accounts' structure, and (b) update the Selling Restrictions and make certain amendments related to the MiFID II provisions, as set out in the Master Amendment Agreement.
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: 30 May 2018
Unione di Banche Italiane S.p.A.
This announcement has been issued through the Companies Announcement Service of Euronext Dublin.