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Unipol — Capital/Financing Update 2015
Mar 16, 2015
4405_tar_2015-03-16_094dc9cc-0978-4bbe-86c6-b6ec68218af4.pdf
Capital/Financing Update
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| Informazione Regolamentata n. 0265-14-2015 |
Data/Ora Ricezione 16 Marzo 2015 20:31:24 |
MTA | |
|---|---|---|---|
| Societa' | : | UNIPOL | |
| Identificativo Informazione Regolamentata |
: | 54558 | |
| Nome utilizzatore | : | UNIPOLN05 - Giay | |
| Tipologia | : | IRRA 02 | |
| Data/Ora Ricezione | : | 16 Marzo 2015 20:31:24 | |
| Data/Ora Inizio Diffusione presunta |
: | 16 Marzo 2015 20:46:25 | |
| Oggetto | : | Final results of the exchange offers | |
| Testo del comunicato |
Vedi allegato.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL OR ILLEGAL TO PUBLISH OR DISTRIBUTE THIS NOTICE, THE EXCHANGE OFFER MEMORANDUM AND ANY RELATED DOCUMENT OR INFORMATION.
Bologna, 16 March 2015
UNIPOL GRUPPO FINANZIARIO S.P.A. ANNOUNCES THE FINAL RESULTS OF THE EXCHANGE OFFERS ADDRESSED TO THE HOLDERS OF THE 2017 NOTES AND THE 2021 NOTES AND ANNOUNCES THE TERMS AND CONDITIONS OF NEW SENIOR UNSECURED NON-CONVERTIBLE NOTES TO BE ISSUED UNDER THE EURO MEDIUM TERM NOTE PROGRAMME.
Following the press release dated 9 March 2015, Unipol Gruppo Finanziario S.p.A. (the "Company") announces the final results of the exchange offers addressed to (i) the holders of the outstanding nonconvertible senior unsecured notes denominated "€750,000,000 5.00 per cent. Notes due 11 January 2017" issued by the Company on 11 December 2009 and listed on the regulated market of the Luxembourg Stock Exchange (ISIN code XS0472940617) (the 2017 Notes) and (ii) the holders of the non-convertible senior unsecured notes denominated "€500.000.000 4.375 per cent. Notes due 5 March 2021" issued by the Company on 5 March 2014 and listed on the regulated market of the Luxembourg Stock Exchange (ISIN code XS1041042828) (the 2021 Notes and together with the 2017 Notes, the Existing Notes), subject to the terms and conditions of the exchange offer memorandum dated 9 March 2015 (the Exchange Offer Memorandum) (each such invitation, an Exchange Offer and together the Exchange Offers).
The Exchange Offers provided for the exchange of the Existing Notes for new non-convertible senior unsecured fixed-rate notes due in 2025 to be issued by the Company and to be listed and admitted to trading on the regulated market of the Luxembourg Stock Exchange (the New Notes).
The Exchange Offers, which were made subject to the offer and distribution restrictions set out in the Exchange Offer Memorandum, were announced on 9 March 2015. The offer period expired at 5.00 pm CET on 13 March 2015 (the Expiration Deadline).
As at the Expiration Deadline, the Company has received valid offers of Notes pursuant to the Exchange Offers for €281,700,000 in aggregate principal amount, and in particular:
- 2017 Notes: €99,052,000 in aggregate principal amount;
- 2021 Notes: €182,648,000 in aggregate principal amount.
The Company hereby announces that it accepts all offers of Existing Notes validly submitted pursuant to the Exchange Offers for an aggregate nominal amount of €281,700,000 and that there will be no pro rata scaling of the 2021 Notes accepted pursuant to the relevant Exchange Offer.
As provided in the Exchange Offer Memorandum, today, at or around 5.00 p.m., (i) the exchange price in respect of the 2021 Notes, equal to 115.222%, (ii) the issue price of the New Notes equal to 99.881% and (iii) the coupon and the yield of the New Notes, equal to 3.000% and 3.014% respectively, were determined.
The aggregate nominal amount of 2017 Notes accepted for exchange pursuant to the relevant Exchange Offer, the final acceptance amount in respect of the 2021 Notes and the exchange ratio in respect of each of the 2017 and the 2021 Notes, as well as the accrued interest in respect of each series of Existing Notes, are set out in the table below.
| Existing Notes | Exchange ratio | Final acceptance amount (€) |
Accrued interest (€) |
Nominal amount outstanding after the settlement date of the Exchange Offers (€) |
|---|---|---|---|---|
| 2017 Notes | 1.083293 | 99,052,000 | €452.05 per €50,000 denomination of 2017 Notes |
298,647,000 |
| 2021 Notes | 1.153597 | 182,648,000 | €155.40 per €100,000 denomination of 2021 Notes |
317,352,000 |
In addition to the 2017 Notes validly offered pursuant to the relevant Exchange Offer, the Company hereby announces that it accepts all the offers validly submitted by holders of 2017 Notes having each an aggregate nominal amount of 2017 Notes which is less than the minimum amount that, after the application of the relevant exchange ratio, would entitle such holder of 2017 Notes to receive at least €100,000 in nominal amount of New Notes, being the minimum denomination of the New Notes. To such holders, the Company will pay an amount in cash equal to the product of the aggregate nominal amount of such 2017 Notes and the relevant exchange price. The aggregate amount which will be paid in cash to such holders of 2017 Notes is equal to €3,484,040.
On the settlement date – which is expected to fall on 18 March 2015 – the Company will issue New Notes for an aggregate nominal amount equal to €1,000,000,000.
A portion of the New Notes equal to €314,437,000 will be issued in exchange for the Existing Notes accepted for exchange by the Company.
Having considered the strong interest of institutional investors for the New Notes and the intention to issue a benchmark size issue, the Company has decided to issue an additional amount of New Notes having an aggregate nominal amount of €685,563,000. Such additional amount of New Notes will be issued to reduce the cost of debt, extend the debt maturity profile and strengthen the Company's liquidity position and may also be used to fund the payment of the cash amounts due to the holders of Existing Notes under the Exchange Offers.
With respect to such additional amount of New Notes, to be placed solely with qualified Italian and foreign investors (other than U.S. investors and any other investors with whom it is unlawful to place
such securities), the investors' demand was greater than 3.5 times the offer and foreign investors represented approximately 75% of the total orders.
The New Notes will be issued under the Euro Medium Term Note Programme of the Company. The New Notes are expected to be rated "Ba2" by Moody's and "BB" by Standard & Poor's.
On the settlement date, the Company will pay to the holders of Existing Notes, whose offers for exchange have been accepted, an amount equal to the interest accrued up to such date on such Existing Notes and unpaid and it will pay a cash rounding amount, if any, as provided by the Exchange Offer Memorandum.
The Exchange Offers and the placement of the New Notes are arranged by J.P. Morgan Securities plc, Mediobanca – Banca di Credito Finanziario S.p.A. and UniCredit Bank AG in their capacities as Dealer Managers and Joint Lead Managers, respectively. Lucid Issuer Services Limited is acting as Exchange Agent in the context of the Exchange Offers.
Copies of the Exchange Offer Memorandum and any other document or material related to the Exchange Offers are available for inspection at the Exchange Agent offices:
Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP United Kingdom Telephone: +44 (0) 20 7704 0880 Attention: Paul Kamminga / David Shilson E-mail: [email protected] The documentation relating to the New Notes will be available on the website of the Company (www.unipol.it) according to applicable laws.
Contacts
Unipol Group Press Office Fernando Vacarini Tel. +39/051/5077705 [email protected]
Barabino & Partners
Massimiliano Parboni [email protected] Tel. +39/335/8304078 Giovanni Vantaggi [email protected] Tel. +39/328/8317379
Unipol Group Investor Relations
Adriano Donati Tel. +39/051/5077933 [email protected]
Unipol Gruppo Finanziario S.p.A.
Unipol is one of the leading insurance groups in Europe with a total income amounting to approximately €17bn, of which €9.8bn in Non-Life Business and €6.9bn in Life Business (2013 figures).
Unipol adopts an integrated offer strategy and covers a complete range of insurance and financial products, operating primarily through its subsidiary UnipolSai Assicurazioni S.p.A., founded at the beginning of 2014, Italian leader in Non-Life Business, in particular in vehicle liability insurance.
The Group is also active in direct vehicle insurance (Linear Assicurazioni), health protection (UniSalute), supplementary pensions and has a strong presence in the bancassurance channel (Arca Vita Group and Popolare Vita Group).
Finally, Unipol operates in the banking business through the network of Unipol Banca branches and manages significant diversified businesses in the real estate, hotel (Atahotels) and agricultural (Tenute del Cerro) sectors.
Unipol Gruppo Finanziario S.p.A. is listed on the Italian Stock Exchange.