BANCO POPOLARE lancia offerta di scambio su proprie obbligazioni subordinate..
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Verona,18 May 201 -- Banco Popolare (the "Of eror") announces today an invitation
to holders of three series of Lower Tier II subordinated floating rate notes issued by
Banco Popolare (details of which are indicated below) (the "Existing Notes") to
of er for exchange their Existing Notes for new debt securities, with the same level of
subordination, to be issued by Banco Popolare under its EMTN Programme (the
"Exchange Offer").
The Exchange Offer concerns the entire nominal amount outstanding of the
fol owing series of Existing Notes (including Existing Notes held by the Banco
Popolare and its subsidiary Banca Aletti & C. S.p.A.) which are listed on the
Luxembourg Stock Exchange:
(i) EUR 500,000,000 Lower Tier II Subordinated Cal able Step-up Floating rate Notes
due 2016 (ISIN XS0256368050), with interest at 3 months Euribor plus a margin of
40 bps (such margin to be increased by a further 60 bps commencing on 15 June
2011). Banco Popolare shal not exercise the cal option to redeem this Series of
Existing Notes on 15 June 2011.
(i ) Euro 250,000,000 Lower Tier II Subordinated Callable Step-up Floating Rate Notes
due 2016 (ISIN XS0276033510), with interest at 3 months Euribor plus a margin of
COMUNICAZIONE E RELAZIONI ESTERNE Rapporti con i media Tel. +39-045-8675048/867/120/121 0371/580128
[email protected] INVESTOR RELATIONS Tel. +39-045-8675537
[email protected] Banco Popolare - Home Page (IR section)
45 bps (such margin to be increased by a further 60 bps commencing on 22
November 2011); and
(i i) EUR 550,000,000 Lower Tier II Subordinated Callable Step-up Floating Rate Notes
due 2017 (ISIN XS0284945135), with interest at 3 months Euribor plus a margin of
35 bps (such margin to be increased by a further 60 bps commencing on 8
February 2012) (together, the "Existing Notes").
Any future decisions by the Issuer as to whether it wil exercise cal s in respect of
the Existing Notes of any Series that are not exchanged pursuant to the Exchange
Offer wil be taken having regard to the economic impact of exercising (or not
exercising) such cal s.
By participating in the Exchange Offer, Holders of the Existing Notes shal (subject
to the terms of the Exchange Offer) receive fixed rate notes issued by Banco
Popolare having the same level of subordination as the Existing Notes, an improved
yield and ten years bul et maturity without any cal option for early redemption (the
"New Notes"). The New Notes shal be listed on the Luxembourg Stock Exchange.
The Exchange Offer wil have no negative impact on the Banco Popolare's
regulatory capital (patrimonio di vigilanza) because the Existing Notes will be
replaced in ful by instruments that are equivalent in terms of subordination.
The Exchange Offer -- approved by the Bank of Italy - is being carried out in Italy
pursuant to an exemption from the public tender offer rules and regulations, in
accordance with article 35-bis, paragraph 4 of CONSOB Regulation No. 11971, as
amended. The Exchange Offer is made on the terms and subject to the conditions
set forth in the exchange offer memorandum dated 18 May 2011 (the "Exchange
Offer Memorandum"). Copies of the Exchange Offer Memorandum are available
from the Dealer Managers and the Exchange Agent. Capitalised terms used in this
announcement but not defined have the meanings given to them in the Exchange
Offer Memorandum.
At the date hereof, Banco Popolare and Banca Aletti & C. S.p.A. together hold
25,900,000 in nominal amount outstanding of the Lower Tier II Subordinated Callable
Step-Up Floating Rate Notes due June 2016, 19,400,000 in nominal amount
outstanding of the Lower Tier II Subordinated Callable Step-Up Floating Rate Notes
due November 2016 and 47,950,000 in nominal amount outstanding of the Lower
Tier II Subordinated Callable Step-Up Floating Rate Notes due February 2017. Banco
Popolare and Banca Aletti & C. S.p.A. intend to offer for exchange pursuant to the
Exchange Offer part of the aforementioned Existing Notes.
Details of the Exchange Offer
Exchange Ratio
The amount of New Notes that each Holder of Existing Notes whose of er for
exchange is accepted by Banco Popolare pursuant to the Exchange Of er wil receive
wil be calculated by reference to the price (expressed as a percentage of the COMUNICAZIONE E RELAZIONI ESTERNE Rapporti con i media Tel. +39-045-8675048/867/120/121 0371/580128
[email protected] INVESTOR RELATIONS Tel. +39-045-8675537
[email protected] Banco Popolare - Home Page (IR section)
nominal value of the Existing Notes) at which Banco Popolare shal purchase Existing
Notes of each Series (the "Exchange Price") and the price (expressed as a
percentage of the nominal value of the New Notes) at which the New Notes wil be
issued (the "New Issue Price"). Holders whose of ers for exchange are accepted
by Banco Popolare shal also receive an amount in cash equal to accrued and unpaid
interest on their holding of Existing Notes from (and including) the last interest
payment date of the relevant series of Existing Notes to (but excluding) the
settlement date of the Exchange Of er.