MEDIOBANCA LAUNCHES VOLUNTARY PARTIAL BUYBACK FOR SENIOR UNSECURED OWN BONDS UP TO A MAXIMUM AMOUNT OF €1,000,000,000

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    MEDIOBANCA LAUNCHES VOLUNTARY PARTIAL BUYBACK FOR SENIOR UNSECURED OWN BONDS UP TO A MAXIMUM AMOUNT OF €1,000,000,000

    Mediobanca S.p.A. has today announced its intention to implement a voluntary partial buyback offer for some of its own senior unsecured Bond Issues falling due in 2014 and 2015 up to a maximum nominal amount of €1,000,000,000.

    The voluntary partial buyback offer will allow Mediobanca to alter the temporal distribution of its liabilities with a view to reducing their relative weighting and their concentration in the 2014 and 2015 calendar years, and will also allow the Bank’s liquidity to be more effectively allocated.

    The Offer will involve the following Bond Issues:

    Name of bond issue ISIN CODE Nominal amount in issue as at 15/11/13
    Mediobanca 2005-2015 Inflation Performance IT0003935241 Euro 132,500,000
    Mediobanca 2005-2015 indicizzato all’inflazione europea con moltiplicatore IT0003806855  Euro 114,823,000
    Mediobanca TF 2009/2014 IT0004540719 Euro 776,458,000
    Mediobanca TV 2009/2014 IT0004540842 Euro 629,182,000
    Mediobanca 3,51% 2011/2014 (MB1) IT0004725559 Euro 75,000,000
    Mediobanca 2009/2014 2,65% Tasso Fisso IT0004543978 Euro 399,495,000
    Mediobanca 2004-2014 indicizzato al rendimento medio dei titoli pubblici IT0003681910 Euro 165,294,000
    Mediobanca S.p.A. 2009/2015 “Tasso Fisso Plus BancoPosta II collocamento” legate all’andamaneto di tre indici azionari internazionali IT0004452386 Euro 508,668,000
    Mediobanca S.p.A. 2009/2015 “Tasso Fisso Plus BancoPosta III collocamento” legate all’andamaneto di tre indici azionari internazionali IT0004464407 Euro 680,736,000
    Mediobanca Terzo Atto Variabile 2010/2015 IT0004669138 Euro 400,000,000


     

    The Offer has been made in accordance with the terms and subject to the conditions set forth in the information document drawn up by the Offeror on a voluntary basis. This press release should be read in conjunction with the information document regarding the Offer which will be made available to the public.

    The Offer Acceptance Period will commence on Monday 25 November 2013 (inclusive) at 10:00 a.m. and shall end on Wednesday 11 December 2013 (inclusive) at 5:40 p.m., save in the event of Early Closing.

    The Buyback Price for each security will be calculated each Business Day based on the Euro Swap Rates for the outstanding life of the securities being bought back plus a Credit Spread (equal to a value which will be fixed for each bond for the entire offer period and will be disclosed by 9:30 a.m. on Monday, 25 November 2013) taking into account the value of the embedded option for structured bonds and the costs of cancelling the financial hedge, if any.

    The Buyback Price will be disclosed by 9:30 a.m. on each Business Day of the Offer Acceptance Period via NIS – Network Information System, on the Offeror’s website at www.mediobanca.it/it/Mediobanca-offerta-di-riacquisto-di-obbligazioni.html , and on the website of Borsa Italiana S.p.A. and possibly also the websites of the Depositor Banks.

    Accordingly, the Buyback Price for each Bond Issue may vary, including significantly, from one day to another of the Offer Acceptance Period, according to changes in the indicators based on which the Buyback Price is calculated.

    The consideration payable in respect of the Buyback Price for each Bond Issue will be settled by the Offeror in cash on the Settlement Date. For further details, please refer to the Information Document on the Offer.

    The Buyback Price for each Bond Issue published by 9:30 a.m. on any Business Day is applied to the Acceptances tendered between 10:00 a.m. and 5:40 p.m. of the same Business Day and is paid in a single tranche at the Settlement Date, plus the interest accrued until the Settlement Date and without commissions being charged.

    The acceptances are collected on the MOT, hence no acceptance form has to be completed, save in the case of the possible use of forms prepared by the Depositor Bank in the course of its services relating to the Offer.

    Investors intending to tender their Bonds in acceptance of the Offer should contact their respective Depositor Banks, transmitting the necessary instructions to allow them to accept the Offer in accordance with the methods normally used by them based on the contractual arrangements existing with clients. The Consideration will be paid to all Accepting Parties on the Settlement Date. For further information on the methods and terms for accepting the Offer, please refer to the Information Document on the Offer prepared voluntarily and purely for information purposes by the Offeror.
    Acceptance requests, validly submitted, will be met in full until the Maximum Amount is reached, and all the Accepting Parties will receive full settlement.

    If as a result of the Acceptances received on the final day of the Offer (to be understood as 11 December 2013 or, without prejudice to the foregoing, the date on which the Press Release regarding the Early Closing of the Offer), the Maximum Amount should be breached, the Offeror reserves the right to go ahead in any case with full settlement of also those Acceptances which trigger the breach of the Maximum Amount.

    The Accepting Parties which have validly tendered their Bonds in acceptance of the Offer on any Business Day of the Offer Period shall exclusively be entitled to the Buyback Price calculated for the Bonds tendered on the same Business Day, and shall not be entitled to any difference if, on any other day of the Offer Period, the Buyback Price calculated or paid by the Offeror is higher than the Buyback Price paid to the said Accepting Party on the day when it accepted the Offer. For purposes of clarity it should be noted that no difference versus the Buyback Price will be requested by the Offeror from the Accepting Parties, either.

    The Offer is being promoted in Italy in exemption from application of the legal and regulatory provisions in respect of public tender and exchange offers set forth under Article 101-bis, para. 3-bis of Italian legislative decree 58/98 as amended, and in accordance with Article 35-bis, para. 4 of Consob resolution no. 11971/99 as amended, and accordingly the Offer Document, prepared voluntarily and purely for information purposes by the Offeror in that it is intended to illustrate the terms of the Offer itself, the risks related to it and the methods by which it can be accepted, has not been approved either by Consob or by any other authority. The Offer is being promoted in Italy with the express exclusion of the United States of America, Canada, Japan and Australia and of any other state in which such offer is not permitted without clearance from the competent authorities.
     

    The Offer is conditional upon the following Conditions Precedent not occurring, by 7:59 a.m. of the Business Day prior to the relevant Settlement Date, at national and/or at international level: (a) extraordinary events or circumstances which give rise, or which could give rise, to serious changes in the political, financial, economic, foreign currency or market situation or which have, or could have, substantially negative effects in relation to the Offer; or (b) events or circumstances which worsen, or which could cause to worsen as a result of the Offer, the capital, earnings, financial, tax, regulatory, corporate or judiciary situation of the Offeror; or (c) regulatory changes which are such as would limit, or otherwise prejudice, the buyback of the Bonds or the exercise of property rights over them or the other rights entailed in the Bonds. Notice will be given of the non-occurrence of the Conditions Precedent to the Offer by the Offeror via NIS – Network Information System, on the Offeror’s website at www.mediobanca.it/it/Mediobanca-offerta-di-riacquisto-di-obbligazioni.html, on the website of Borsa Italiana S.p.A. and possibly also the websites of the Depositor Banks.

    Mediobanca, in its capacity as issuer of financial instruments, listed and unlisted, including the Bond Issues, makes the documentation required by the applicable regulations in force available to the public for its appraisal of the Issuer and the risk factors associated with it, on its website at www.mediobanca.com.
     

    Milan, 20 November 2013

     

    Last update: 15/07/2016 - 11:31