UNICREDIT: BOARD OF DIRECTORS APPROVES CAPITAL STRENGTHENING MEASURES
UniCredit has adopted measures to further strengthen its regulatory capital. Core Tier 1 ratio of 10.35% (1) on a pro forma basis (Basel 2) as at 30 September, Common Equity Tier 1 ratio (assuming the full impact of Basel 3 (2)) to exceed 9% already in 2012 and 10% in 2015
The Board of Directors of UniCredit today resolved on capital strengthening measures that will allow UniCredit to achieve a Common Equity Tier 1 (CET1) ratio under the full impact of Basel 3 above 9% already in 2012, well above regulatory requirements and in advance of the required deadline, and above 10% in 2015. The Board of Directors also resolved to call an Extraordinary General Meeting (EGM) on 15 December 2011 to approve the capital strengthening measures.
Reasons for the capital strengthening measures
The adopted measures are aimed at further strengthening UniCredit’s regulatory capital base in order to position it favorably in the context of enduring uncertain macro-economic environment and new regulatory framework, also taking into account the requirements for global systematically important financial institutions.
Such measures are also expected to position UniCredit favorably with regards to the implementation of its Strategic Plan and provide ongoing and effective support to its customers and employees in its home markets, notwithstanding the current adverse market conditions.
The capital strengthening initiatives are furthermore expected to provide UniCredit with (i) greater strategic flexibility in leveraging potential additional capital management actions more effectively and capturing the most compelling growth opportunities, (ii) significant economic and financial benefits (including lower cost of funding), (iii) ability to deliver an attractive dividend policy for shareholders going forward and (iv) an adequate buffer with which to face potential further deterioration of the sovereign debt market and other potential exogenous shocks.
Post capital measures, UniCredit will be fully compliant with the requirements of the European Banking Authority.
CASHES restructuring
In order to maintain computability as CET1 capital under the forthcoming Basel 3 and CRD4 regimes of the majority of capital arising from the CASHES Shares (3) , the Board of Directors resolved to propose to the EGM the capitalization of the share premium reserve originated by the CASHES Shares through a free capital increase, pursuant to Article 2442 of the Italian Civil Code. Such action will allow UniCredit to maintain approximately €2.4 billion (out of a total of approximately €3.0 billion), equivalent to approximately 50 bps, as CET1 capital as of 30 September 2011 on a pro forma basis. The approximately €0.6 billion remaining will be computed as Additional Tier 1 capital from a regulatory standpoint.
Such reserves capitalization, which has not been objected to by the Bank of Italy, will result, subject to the approval of the EGM, in an increase of the nominal value of each UniCredit share from €0.50 to approximately €0.63.
Subject to Mediobanca’s consent, the remuneration policy under the usufruct agreement will also be restructured by linking the coupon only to the nominal value of the CASHES Shares, with no changes to the amounts paid by UniCredit.
Rights issue
The Board of Directors approved the launch of a share capital increase by way of a rights issue for a total maximum amount of €7.5 billion. The pro-forma positive impact on UniCredit’s CET1 ratio on a consolidated basis is expected to be 142 bps as of 30 September 2011, on a pro forma basis, assuming the full impact of Basel 3 and full subscription of the rights issue.
The proposed capital increase is expected to be carried out through an issuance of new ordinary shares with regular beneficial ownership rights by way of an offer of the pre-emptive subscription rights to existing ordinary and savings shareholders of UniCredit, pursuant to Article 2441, first, second and third paragraph of the Italian Civil Code.
In resolving upon the capital increase proposal, the EGM will be asked to grant the Board of Directors the necessary powers to finalize the terms and conditions of the capital increase, and, closer to the date of launch of the transaction, to determine the subscription price for the new ordinary shares, the number of new ordinary shares to be issued and the related subscription ratio.
The Board of Directors also resolved to propose to the EGM the cancellation of the nominal value of UniCredit’s ordinary and savings shares. As a result of the free capital increase related to the CASHES restructuring and of the subsequent cancellation of the nominal value of UniCredit’s ordinary and savings shares, the parameter upon which the privilege of the remuneration due to UniCredit’s savings shares is linked will change from the previous nominal value of UniCredit’s ordinary and savings shares of €0.50 to a fixed amount of €0.63.
Subject to receiving the necessary authorizations from the relevant Authorities, the rights issue is expected to be completed in the course of the first quarter 2012.
BofA Merrill Lynch, Mediobanca S.p.A. and UniCredit Corporate & Investment Banking will act as Joint Global Coordinators and Joint Bookrunners. In addition, Banca IMI, BNP PARIBAS, Credit Suisse, Deutsche Bank AG, HSBC, J.P. Morgan, Société Générale Corporate & Investment Banking and UBS Investment Bank will act as Joint Bookrunners and ING, RBC Capital Markets, The Royal Bank of Scotland and Banco Santander will act as Co-Bookrunners. The Joint Global Coordinators - other than UniCredit Corporate & Investment Banking -, the Joint Bookrunners and the Co-Bookrunners have entered into standby underwriting agreements to underwrite the newly issued ordinary shares which will remain unsubscribed at the end of the auction, at standard terms and conditions for this type of transaction, for up to a maximum amount of €7.5 billion.
Dividend policy
As part of the capital strengthening measures, UniCredit does not envision paying a dividend in 2012 with respect to its 2011 financial results.
For the future, in order to increase capital management flexibility, the Board of Directors also resolved to propose to the EGM to amend UniCredit’s Articles of Association and introduce the option for the Board of Directors to propose to shareholders to receive dividends in cash or UniCredit ordinary shares or mixed cash and shares based on beneficiary choice (scrip dividend).
Given that individual shareholders will have the final choice of whether to receive dividends in cash, UniCredit ordinary shares or a mix of both, any potential impact on CET1 capital of the scrip dividend scheme has not been embedded in the UniCredit Group’s Strategic Plan.
Reverse stock split
The Board of Directors further resolved to propose to the EGM to proceed with a reverse stock split of ordinary and savings shares (i.e. a share grouping) based on a ratio of 1 new ordinary or savings share for every 10 existing ordinary or savings shares.
Although the reverse stock split is expected to be financially neutral, it is deemed to bear certain potential benefits, particularly in light of the proposed rights issue, including the creation of a more efficient and liquid market for the rights during the trading period.
BofA Merrill Lynch and UniCredit Corporate & Investment Banking are also acting as global structuring advisers to UniCredit.
UniCredit S.p.A.
Milan, 14 November 2011
Notes:
1) Assuming implementation of proposed rights issue and CASHES restructuring
2) Based on available information on Basel 3
3) 967,564,061 UniCredit ordinary shares underlying the usufruct agreement and the related contracts entered into with Mediobanca - Banca di Credito Finanziario S.p.A. (“Mediobanca”)
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