30 May 2018 10:19
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
Euro 1,000,000,000 4.000 per cent. Covered Bonds due 16 December 2019ISIN IT0004558794
Euro 250,000,000 Floating Rate Amortising Covered Bonds due 30 April 2022ISIN IT0004599491
Euro 1,000,000,000 5.250 per cent. Covered Bonds due 28 January 2021ISIN IT0004682305
Euro 1,500,000,000 3.125 per cent. Covered Bonds due 14 October 2020ISIN IT0004966195
Euro 1,000,000,000 3.125 per cent. Covered Bonds due 5 February 2024ISIN IT0004992878
Euro 1,000,000,000 1.250 per cent. Covered Bonds due 7 February 2025ISIN IT0005067076
Euro 500,000,000 Floating Rate Covered Bonds due 14 December 2022ISIN IT0005155673
Euro 1,250,000,000 1.000 per cent. Covered Bonds due 27 January 2023ISIN IT0005140030
Euro 750,000,000 Floating Rate Covered Bonds due 23 December 2018ISIN IT0005202343
Euro 1,000,000,000 0.375 per cent. Covered Bonds due 14 September 2026ISIN IT0005215147
Euro 1,250,000,000 1.125 per cent. Covered Bonds due 4 October 2027ISIN IT0005283491
Euro 500,000,000 0.500 per cent. Covered Bonds due 15 July 2024ISIN IT0005320673
Euro 500,000,000 0.500 per cent. Covered Bonds due 15 January 2030ISIN IT0005320665
Euro 90,000,000 1.780 per cent. Covered Bonds due 23 February 2033ISIN IT0005325151
Euro 160,000,000 1.750 per cent. Covered Bonds due 25 February 2033ISIN IT0005325334
(the "Covered Bonds")
OF UNIONE DI BANCHE ITALIANE S.P.A
In the context of the Euro 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 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, The Bank of New York Mellon, 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 27 July 2017 as supplemented on 17 August 2017, on 5 January 2018 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 English Account Bank Agreement, (vi) the Terms and Conditions, and (vii) 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 The Bank of New York Mellon, London branch as back-up account bank only, (b) regulate the transfer of the cash deposited on the English Accounts on certain new accounts opened with UBI, and (c) 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 Agreement with reference to the Back-up Account Bank Agreement, (b) replace any reference to the English Account Bank with reference to the Back-up Account Bank, (c) replace any reference to the Italian Account Bank with reference to the Account Bank, and (d) 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 Agreement with reference to the Back-up Account Bank Agreement, (b) replace any reference to the English Account Bank with reference to the Back-up Account Bank, (c) replace any reference to the Italian Account Bank with reference to the Account Bank, and (d) 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 Agreement with reference to the Back-up Account Bank Agreement, (b) replace any reference to the English Account Bank with reference to the Back-up Account Bank, (c) replace any reference to the Italian Account Bank with reference to the Account Bank, and (d) 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.
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, (a) replace any reference to the English Account Bank Agreement with reference to the Back-up Account Bank Agreement, (b) replace any reference to the English Account Bank with reference to the Back-up Account Bank, (c) replace any reference to the Italian Account Bank with reference to the Account Bank, and (d) reflect the new Programme accounts' structure, 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.