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BUYBACK ANNOUNCEMENT
INTESA SANPAOLO ANNOUNCES AN INVITATION TO HOLDERS OF SENIOR NOTES TO
SUBMIT OFFERS TO SELL THEIR NOTES TO INTESA SANPAOLO
Turin - Milan, July 2nd 2013 - Intesa Sanpaolo S.p.A. (Intesa Sanpaolo or the Purchaser) announced today an invitation to holders (the Holders) of the following senior notes issued by Intesa Sanpaolo (together, the Notes) to submit offers to sell their Notes to the Purchaser at the Purchase Price (the Invitation) as set out in the invitation for offers dated 2 July 2013 (the Invitation for Offers).
The Invitation will allow the Purchaser to optimise the profile of its liabilities, reducing excess amounts of such liabilities and modifying their timing distribution.
The terms and conditions of the Invitation are indicated in the Invitation for Offers. Copies of the Invitation for Offers are available from the Tender Agent whose contact details are indicated below. Capitalised terms used in this announcement but not otherwise defined shall have the meanings given to them in the Invitation for Offers.
The Invitation is carried out in Italy under an exemption from public cash tender offer rules pursuant to article 101-bis, paragraph 3-bis, of Legislative Decree No. 58 of 24 February 1998, as amended and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Summary details of the Invitation are set forth below.
Purchase Price and Accrued Amount
The price to be paid by the Purchaser to each Holder who validly submits an offer to sell its Notes pursuant to the Invitation and whose Offer is – subject to application of the relevant Order of Priority and scaling of the Offers, if applicable - accepted by the Purchaser (such amount, in respect of each Series of Notes, the Purchase Price) is set out in the table above.
In addition, Holders whose Notes are accepted for purchase will receive, on the Settlement Date, an amount in cash equal to the accrued interest in respect of such Notes from (and including) the Interest Payment Date immediately preceding the Settlement Date of the Invitation to (but excluding) the Settlement Date of the Invitation (the Accrued Interest Payment).
Maximum Purchase Consideration , Final Acceptance Amount, Order of Priority and scaling of Offers
The Purchaser currently proposes to accept to purchase Notes pursuant to the Invitation up to an aggregate amount to be determined by it taking into account the Purchase Price of the Notes of each relevant Series such that the aggregate Total Purchase Consideration to be paid by the Purchaser for all Notes accepted for purchase by the Purchaser shall not exceed €1,500,000,000 (the Maximum Purchase Consideration) (including the equivalent in Euro of the Notes denominated in Sterling), with the final aggregate principal amount of all Notes accepted for purchase by the Purchaser pursuant to the Invitation being the Final Acceptance Amount.
The Purchaser retains the right to increase or decrease the Maximum Purchase Consideration in its sole and absolute discretion.
The Purchaser will accept valid Offers received on the basis of the order of priority set out in the table above (the Order of Priority). In the event the Purchaser receives valid Offers for an aggregate amount of Notes such that the aggregate Total Purchase Consideration to be paid in respect of all such Notes exceeds the Maximum Purchase Consideration, the Purchaser will accept such valid Offers in the manner described in the section “Invitation – Maximum Purchase Consideration, Final Acceptance Amount, Order of Priority and scaling of Offers” of the Invitation for Offers.
The Purchaser reserves in any case the right to accept significantly more or less (or none) of Notes, or of Notes of a Series, as compared to the other Series of Notes that rank equally in the applicable Order of Priority.
Offer Instructions
In order to offer to sell its Notes to the Purchaser pursuant to the Invitation, each Holder must validly submit an offer to sell its Notes by delivering, or arrange to have delivered on its behalf, a valid Electronic Offer Instruction to the Tender Agent before the Invitation Expiration indicated below.
Electronic Offer Instructions will be irrevocable, save in the limited circumstances where revocation is permitted as indicated in the Invitation for Offers.
Expected Timetable of the Invitation
| Events
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Expected Dates and Times |
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| Commencement of the Invitation Period | On 2 July 2013 |
| Copies of the Invitation for Offers are available to Holders from the Tender Agent, subject to invitation and distribution restrictions and notice of the Invitation published through Euroclear and Clearstream.
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| Invitation Expiration |
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| Deadline for receipt of all Electronic Offer Instructions, |
5.00 p.m. on 11 July 2013 |
| End of Invitation Period. |
|
| FX Rate fixed by Dealer Managers from Bloomberg Screen FXC.
|
At or around 5.00 p.m. on 11 July 2013 |
| Announcement of Invitation Results |
|
| Announcement by the Purchaser of: |
As soon as practicable after the Invitation Expiration |
| - the FX Rate; and |
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|
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| Settlement Date |
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| Payment of Total Purchase Consideration and Accrued Amount Payment for Notes offered for sale by Holders and accepted by the Purchaser for purchase. |
On 16 July 2013 |
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The above times and dates are subject to the right of the Purchaser to extend, re-open, amend and/or terminate the Invitation (subject to applicable law and as provided in the Invitation for Offers in the section “Amendment and Termination”).
Holders are advised to check with the broker, the dealer, the bank, the custodian, the trust company, the holder or a different intermediary through which they hold their Notes whether such intermediary needs to receive instructions from a Holder before the deadlines set out above. The deadlines set by each Clearing System for the submission of Electronic Offer Instructions will also be earlier than the deadlines above.
Announcements in connection with the Invitation will be made, as applicable, (a) by publication on the website of the Luxembourg Stock Exchange, (b) by the delivery of notices to the Clearing Systems for communication to Direct Participants, and/or (c) through the issue of a press release to a Notifying News Service, and may also be found on the relevant Reuters International Insider Screen.
Holders are invited to read carefully the Invitation for Offers for all the details and information on the procedures to participate in the Invitation for Offers.
| PURCHASER |
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| Any questions or requests for assistance or additional copies of the Invitation for Offers may be directed to the Tender Agent and any questions regarding the terms of the Invitation may be directed to the Dealer Managers listed below. | |
| DEALER MANAGERS | |
| Banca IMI S.p.A. Largo Mattioli, 3 20121 Milan Italy Attention: Debt Capital Markets Email: dcm.fig@bancaimi.com Telephone: +39 02 7261 5362 |
J.P. Morgan Securities plc |
| Morgan Stanley & Co. International plc 25 Cabot Square, Canary Wharf London E14 4QA, United Kingdom Telephone: +44 207 677 5040 Attention: Liability Management Group Email: liabilitymanagementeurope@morganstanley.com |
Société Générale Corporate & Investment Banking |
| UBS Limited 1 Finsbury Avenue London EC2M 2PP United Kingdom Telephone: +44 20 7567 0525 Attention: Liability Management Group Email: ol-liability-management@ubs.com |
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| TENDER AGENT Lucid Issuer Services Limited |
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| LEGAL ADVISERS TO THE PURCHASER |
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| LEGAL ADVISERS TO THE DEALER MANAGERS |
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DISCLAIMER This announcement must be read in conjunction with the Invitation for Offers. This announcement and the Invitation for Offers contain important information which should be read carefully before any decision is made with respect to the Invitation. If you are in any doubt as to the contents of this announcement or the Invitation for Offers or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to offer Notes for sale pursuant to the Invitation. None of the Dealer Managers, the Tender Agent, the Purchaser or any subsidiary of the Purchaser, makes any recommendation as to whether Holders should offer Notes for sale pursuant to the Invitation.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Invitation for Offers constitute an offer to buy or a solicitation of an offer to sell Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities laws. The distribution of this announcement and the Invitation for Offers in certain jurisdictions (in particular, the United States, Italy, the United Kingdom, France and Belgium) may be restricted by law. Persons into whose possession this announcement or the Invitation for Offers comes are required by each of the Dealer Managers, the Purchaser and the Tender Agent to inform themselves about, and to observe, any such restrictions.
No action has been or will be taken in any jurisdiction in relation to the Invitation that would permit a public offering of securities.
United States
The Invitation is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to, for the account or benefit of, U.S. persons. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this announcement, the Invitation for Offers and any other documents or materials relating to the Invitation are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to U.S. persons, and the Notes cannot be offered for purchase in the Invitation by any such use, means, instrumentality or facilities or from within the United States or by U.S. persons. Any purported Offer of Notes resulting directly or indirectly from a violation of these restrictions will be invalid, and any purported Offer of Notes made by a U.S. person, a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or for a U.S. person will be invalid and will not be accepted.
Neither this announcement nor the Invitation for Offers is an offer of securities for sale in the United States or to U.S. persons. The Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of U.S. persons. The purpose of this announcement and the Invitation for Offers is limited to the Invitation, and this announcement and the Invitation for Offers may not be sent or given to any person other than in accordance with Regulation S under the Securities Act.
Each Holder participating in the Invitation will represent that it is not located in the United States and is not participating in the Invitation from the United States, that it is participating in the Invitation in accordance with Regulation S under the Securities Act and that it is not a U.S. person or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Invitation from the United States and is not a U.S. person.
As used herein and elsewhere in this announcement and the Invitation for Offers, United States means United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and "US person" has the meaning given to such term in Regulation S under the Securities Act.
Italy
Neither this announcement, the Invitation for Offers nor any other documents or material relating to the Invitation have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB), pursuant to applicable Italian laws and regulations.
In Italy, the Invitation on each Series of Notes is being carried out as exempted offers pursuant to article 101-bis, paragraph 3-bis of Legislative Decree No. 58 of 24 February 1998, as amended and article 35-bis paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Holders or beneficial owners of the Notes can submit offers to sell their Notes through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or this announcement or the Invitation for Offers.
United Kingdom
The communication of this announcement, the Invitation for Offers and any other documents or materials relating to the Invitation is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order)) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
France
The Invitation is not being made, directly or indirectly, to the public in the Republic of France (France). Neither this announcement, the Invitation for Offers nor any other document or material relating to the Invitation has been or shall be distributed to the public in France and only (a) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (b) qualified investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code Monétaire et Financier are eligible to participate in the Invitation. This announcement and the Invitation for Offers have not been approved by, and will not be submitted for clearance to, the Autorité des Marchés Financiers.
Belgium
Neither this announcement, the Invitation for Offers nor any other documents or materials relating to the Invitation have been, or will be, submitted for approval or recognition to the Financial Services and Markets Authority (Autorité des Services et Marches Financiers / Autoreit Financiele diensten en markten) and, accordingly, the Invitation may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian law of 1 April 2007 on public takeover bids (Loi relative aux offers publiques d’acquisition / Wet op de openbare overnamebiedingen (the Law on Public Acquisition Offers)) or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (Loi relative aux offres publiques d’instruments de placement et aux admissions d’instruments de placement à la négociation sur des marchés réglementés / Wet op de openbare aanbieding van beleggingsinstrumenten en de toelating van beleggingsinstrumenten tot de verhandeling op een gereglementeerde markt (the Law on Public Offerings)), each as amended or replaced from time to time. Accordingly, the Invitation may not be advertised, and the Invitation will not be extended, and neither this announcement, the Invitation for Offers nor any other documents or materials relating to the Invitation (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" (as referred to in Article 10 of the Law on Public Offerings and Article 6 of the Law on Public Acquisition Offers), acting on their own account. Insofar as Belgium is concerned, this announcement and the Invitation for Offers have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Invitation. Accordingly, the information contained in this announcement and the Invitation for Offers may not be used for any other purpose or disclosed to any other person in Belgium.
General
This announcement and the Invitation for Offers do not constitute an offer to sell or buy or the solicitation of an offer to sell or buy the Notes, and Offers in respect of Notes pursuant to the Invitation will not be accepted from Holders in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Invitation to be made by a licensed broker or dealer and any of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Invitation shall be deemed to be made on behalf of the Purchaser by such Dealer Manager or affiliate (as the case may be) in such jurisdiction.
Investor Relations
+39.02.87943180
investor.relations@intesasanpaolo.com
Media Relations
+39.02.87963531
stampa@intesasanpaolo.com
Last updated 2 July 2013 at 17:44
