UniCredit - ANNOUNCEMENT OF OFFER RESULTS AND SATISFACTION OF CONDITIONS (28/2012)

| | KOMISJA NADZORU FINANSOWEGO | | | | | | | | | | |
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| | | | | Raport bieżący nr | 28 | / | 2012 | | | | |
| | Data sporządzenia: | 2012-02-06 | | | | | | | | | |
| | Skrócona nazwa emitenta | | | | | | | | | | |
| | UniCredit | | | | | | | | | | |
| | Temat | | | | | | | | | | |
| | ANNOUNCEMENT OF OFFER RESULTS AND SATISFACTION OF CONDITIONS | | | | | | | | | | |
| | Podstawa prawna | | | | | | | | | | |
| | Art. 56 ust. 1 pkt 2 Ustawy o ofercie - informacje bieżące i okresowe | | | | | | | | | | |
| | Treść raportu: | | | | | | | | | | |
| | PRESS RELEASE NOT FOR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN THE UNITED STATES OF AMERICA OR TO ANY U.S. PERSON OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT ANNOUNCEMENT OF OFFER RESULTS AND SATISFACTION OF CONDITIONS Further to the announcement made by UniCredit S.p.A ("UniCredit" or the "Purchaser") on 24 January 2012, UniCredit announces the results of its invitation to eligible holders of the Securities (as defined below) to submit offers (?Offers") to sell their Securities to the Purchaser for cash (the ?Invitation"), and the satisfaction of the conditions to the Invitation. The BA-CA 1 Securities and the BA-CA 2 Securities, the UCI Trust III Securities and the UCI Trust IV Securities (each as defined in the table below) shall together be referred to as the ?Preferred Securities", and the UC T1 Notes, the UC Lux T1 Euro Notes, the UC Lux T1 Sterling Notes, the 2018 Euro Notes, the 2016 Euro Notes and the 2016 Sterling Notes
(each as defined in the table below) shall together be referred to as the ?Debt Securities" and, together with the Preferred Securities, the "Securities". The Offers expired at 5:00 p.m., CET, on 3 February 2012. Holders of Securities of an aggregate liquidation preference (in the case of the Preferred Securities) and principal amount (in the case of the Debt Securities) of ?1,293,033,000 with respect to the Securities denominated in Euro and ?473,264,000 with respect to the Securities denominated in Sterling validly tendered their Securities in the Offers. The Purchaser has accepted for purchase all the Debt Securities and Preferred Securities validly tendered in the Offers. Based upon the aggregate liquidation preference (in the case of the Preferred Securities) or principal amount (in the case of the Debt Securities) of the Securities validly tendered for purchase pursuant to the Offers, UniCredit has determined that the final aggregate liquidation preference or principal amount, as the case may be, of
each series accepted for purchase will be as follows (see attachment). The settlement date for the purchase by UniCredit of the Securities that have been validly tendered pursuant to the Offers is expected to be 10 February 2012. In relation to the Securities it has accepted for purchase, the Purchaser reserves the right to hold, re-issue, resell or surrender such Securities for cancellation, subject to the terms and the conditions of the respective Security. The Offers were subject to invitation and distribution restrictions in, amongst other countries, the United States, the United Kingdom, Italy, Belgium, France, Austria, the Grand Duchy of Luxembourg and Ireland, as more fully set out in the invitation for offers dated 24 January 2012 (the "Invitation for Offers") relating to the Offers. The distribution of this announcement and the invitation for Offers in those jurisdictions is restricted by the laws of such jurisdictions. UniCredit Bank AG acted as dealer manager and BofA Merrill Lynch, Mediobanca and
UBS Investment Bank as appointed dealer managers in relation to the Offers. Lucid Issuer Services Limited acted as tender agent in relation to the Offers. The Dealer Manager: UniCredit Bank AG Attention: Pietro Bianculli / Caterina Tamborra Tel.: +39 02 8862 0639 / +39 02 8862 0628 Email: pietro.bianculli@unicredit.eu / caterina.tamborra@unicredit.eu The Appointed Dealer Managers: Mediobanca ? Banca di Credito Finanziario S.p.A. Attention: DCM FIG Team Tel: +39 02 8829984 Email: DCM_FIG@mediobanca.it Merrill Lynch International Attention: Liability Management Group ? John Cavanagh / Tommaso Gros-Pietro Tel.: +44 20 7995 3715 / +44 20 7995 2324 E-mail: john.m.cavanagh@baml.com / tommaso.gros-pietro@baml.com UBS Limited Attention: Liability Management Group Tel.: +44 207 567 0525 E-mail: OL-Liability-Management@ubs.com Tender Agent: Lucid Issuer Services Limited Attention: Paul Kamminga / Sunjeeve Patel Tel.: +44 (0) 20 7704 0880 E-mail: unicredit@lucid-is.com DISCLAIMERS This announcement must be read in
conjunction with the Invitation for Offers. No invitation to sell Securities is being made pursuant to this announcement. The Invitation is only being made pursuant to the Invitation for Offers and any Offers should be made solely on the basis of information contained in the Invitation for Offers. None of UniCredit S.p.A., the Dealer Manager, the Appointed Dealer Managers or the Tender Agent makes any representation or recommendation whatsoever regarding the Invitation and/or as to whether holders of Securities should submit Offers or refrain from doing so pursuant to the Invitation, and no one has been authorised by any of them to make any such representation or recommendation. Any holder of Securities should make its own assessment of the merits and risks of offering its Securities pursuant to the Invitation for Offers and should seek its own advice (including in respect of any tax consequences) from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser.
Milan, 6 February 2012 Enquiries: Media Relations: Tel. +39 02 88628236 ; e-mail: mediarelations@unicredit.eu Investor Relations: Tel. + 39 02 88628715; e-mail: investorrelations@unicredit.eu | | | | | | | | | | |
| | Załączniki | | | | | | | | | | |
| | Plik | Opis | | | | | | | | | |
| | 06022012 Offer__ResultsPressRelease.pdf | PR | | | | | | | | | |

RAPORT BIEŻĄCY
MESSAGE (ENGLISH VERSION)
INFORMACJE O PODMIOCIE
PODPISY OSÓB REPREZENTUJĄCYCH SPÓŁKĘ

RAPORT BIEŻĄCY
MESSAGE (ENGLISH VERSION)
INFORMACJE O PODMIOCIE
PODPISY OSÓB REPREZENTUJĄCYCH SPÓŁKĘ

| | | UniCredit S.p.A. | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | | (pełna nazwa emitenta) | | | | | |
| | | UniCredit | | Banki (ban) | | | |
| | | (skrócona nazwa emitenta) | | (sektor wg. klasyfikacji GPW w W-wie) | | | |
| | | 00187 | | Rzym | | | |
| | | (kod pocztowy)
| | (miejscowość) | | | |
| | | Specchi | | 16 | | | |
| | | (ulica) | | (numer) | | | |
| | | (telefon) | | | (fax) | | |
| | | (e-mail) | | | (www) | | |
| | | Fiscal Code Vat No 00348170101 | | xxx | | | |
| | | (NIP)
| | | (REGON) | | |

RAPORT BIEŻĄCY
MESSAGE (ENGLISH VERSION)
INFORMACJE O PODMIOCIE
PODPISY OSÓB REPREZENTUJĄCYCH SPÓŁKĘ

RAPORT BIEŻĄCY
MESSAGE (ENGLISH VERSION)
INFORMACJE O PODMIOCIE
PODPISY OSÓB REPREZENTUJĄCYCH SPÓŁKĘ