INTESA SANPAOLO BANK IRSH Press Release

  INTESA SANPAOLO BANK (IRSH) - Press Release

RNS Number : 5635Q
Intesa Sanpaolo Bank Ireland PLC
07 November 2012








NOT FOR RELEASE,  PUBLICATION OR  DISTRIBUTION TO ANY  U.S. PERSON  OR TO  ANY 
PERSON LOCATED OR  RESIDENT IN, THE  UNITED STATES  OR IN OR  INTO THE  UNITED 
STATES, ITS TERRITORIES AND POSSESSIONS OR  TO ANY PERSON LOCATED OR  RESIDENT 
IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.



                                PRESS RELEASE

                                      

INTESA SANPAOLO ANNOUNCES THE RESULTS OF THE INVITATION TO OFFER FOR  EXCHANGE 
EXISTING LOWER TIER II SUBORDINATED BONDS FOR A NEWLY-ISSUED SENIOR BOND



Turin -  Milan, November  7^th 2012  -  Intesa Sanpaolo  S.p.A. (ISP,  or  the 
Issuer) announces the results of the invitation of 25 October 2012 to  holders 
(the  Bondholders)  of   its  outstanding  GBP   250,000,000  Lower  Tier   II 
Subordinated Fixed  to  Floating Rate  Notes  due November  2017  (ISIN  Code: 
XS0324790657) (the Bonds  due November  2017), EUR  750,000,000 Floating  Rate 
Subordinated Notes due 2018 (ISIN Code: XS0243399556) (the Bonds due  February 
2018), EUR 1,000,000,000  Lower Tier  II Subordinated Fixed  to Floating  Rate 
Notes due 2018  (ISIN Code:  XS0365303675) (the Bonds  due May  2018) and  EUR 
500,000,000 Fixed / Floating  Rate Callable Lower  Tier II Subordinated  Notes 
due 2018 (ISIN Code:  XS0258143477) (the Bonds due  June 2018) (together,  the 
Existing Bonds) to  offer for exchange  the Existing Bonds  for a Euro  Senior 
Fixed Rate Bond due 2017 (the New Bond) to be issued by ISP,

(such invitations, the Exchange Offers and each an Exchange Offer).



The Exchange  Offers were  made on  the terms  and subject  to the  conditions 
contained in the Exchange Offer Memorandum dated 25 October 2012 (the Exchange
Offer Memorandum) including the offer and distribution restrictions  contained 
therein. This announcement  should be  read in conjunction  with the  Exchange 
Offer Memorandum. Capitalised  terms used  but not otherwise  defined in  this 
announcement shall  have the  meaning  given to  them  in the  Exchange  Offer 
Memorandum.



The Exchange Offers expired at 5.00 pm (CET - European Central Time) on 6
November 2012.



At the Expiration Deadline, Existing  Bonds for an aggregate principal  amount 
corresponding to €  2,181,405,875 (following  the application of  the FX  Rate 
specified below for the Bonds due November 2017) have been validly offered for
exchange and the Issuer has determined  that the Final Acceptance Amount  will 
correspond to  €  2,168,406,875(following  the  application  of  the  FX  Rate 
specified below for  the Bonds  due November 2017).  In respect  of the  Notes 
denominated in Euro, ISP will proceed with  a scaling of Offers in respect  of 
the relevant Series of  Existing Bonds by  applying the applicable  Pro-Ration 
Factor, as set out in  the table below. The FX  Rate applied to the Bonds  due 
November 2017 is equal to 1.2475.



The table below sets out (a) the Series Acceptance Amount, (b) the  Pro-Ration 
Factor, (c) the aggregate  principal amount of  the New Bond  to be issued  in 
exchange for the Existing Bonds, (d) the Exchange Price for the Existing Bonds
and (e) the Exchange Ratio.





                                                    Series
                                                  Acceptance
                             Series    Pro-Ration   Amount     Principal   Exchange Exchange
  Existing        ISIN     Acceptance    Factor     (after     Amount of    Price    Ratio
    Bonds                    Amount               application the New Bond
                                          (1)         of                             (1)
                                                  Pro-Ration
                                                    Factor)
     GBP
 250,000,000
Lower Tier II
Subordinated
  Fixed to
Floating Rate XS0324790657      £         n.a          £           €        98.50%   98.54%
  Notes due                244,650,000            244,650,000 300,625,000
November 2017

 (the Bonds
due November
    2017)
     EUR
 750,000,000
Floating Rate
Subordinated
  Notes due   XS0243399556      €        82.56%        €      €496,710,000  93.75%   93.78%
    2018                   642,956,000            529,800,000

 (the Bonds
due February
    2018)
     EUR
1,000,000,000
Lower Tier II
Subordinated
  Fixed to                      €                      €
Floating Rate XS0365303675 807,550,000   82.40%   637,950,000 €602,875,000  94.50%   94.53%
  Notes due
    2018

 (the Bonds
due May 2018)
     EUR
 500,000,000
   Fixed /
Floating Rate
  Callable
Lower Tier II                   €                      €           €
Subordinated  XS0258143477 412,700,000   82.40%   332,250,000 310,696,000   93.50%   93.53%
  Notes due
    2018

 (the Bonds
  due June
    2018)

(1) The percentage indicated in the table is rounded to the second decimal
point.



The Settlement Date of the Exchange Offers will be 9 November 2012.





The New Bond



The New Bond will  be issued on  9 November 2012  in minimum denominations  of 
Euro 100,000 and integral multiples of Euro 1,000 in excess thereof.



The New Bond will be a Senior Bond and will be due on 9 November 2017.



The New Bond grants fixed rate interests  equal to 4% per annum (the New  Bond 
Coupon), corresponding to  the 5 year  Euro Mid-Swap Rate  calculated as at  7 
November 2012plus 310 basis points.



The New Bond Coupon is payable in arrear on 9 November of each year,  starting 
on 9 November 2013.



The New Issue Price is equal to 99.964%.



Considering the issue  price, the  yield to maturity  is equal  to 4.008%  per 
annum.



Pursuant to the Exchange Offers, ISP will issue a total of Euro  1,710,906,000 
in aggregate principal amount  of the New  Bond. The ISIN of  the New Bond  is 
XS0852993285.





Accrued Interest Payment



The Issuer  will pay  each such  Bondholder, whose  Existing Bonds  have  been 
accepted in the Exchange  Offers, on the Settlement  Date an accrued  interest 
amount (rounded to the  nearest €0.01, with half  a euro cent rounded  upwards 
or, in case of the Bonds due November 2017, rounded to the nearest £0.01, with
half a penny rounded upwards) corresponding to the interest accrued and unpaid
on the Existing Bonds, from (and including) the interest payment date for  the 
Existing Bonds immediately  preceding the Settlement  Date to (but  excluding) 
the Settlement Date.



Subject to compliance with  applicable restrictions, requests for  information 
may be directed  to the  Dealer Managers  or the  Exchange Agent,  as set  out 
below.







                               DEALER MANAGERS
         Banca IMI S.p.A.                Deutsche Bank AG, London Branch
        Largo Mattioli, 3                       Winchester House

        20121 Milan, Italy                  1 Great Winchester Street

 Attention: Debt Capital Markets                 London EC2N 2DB

       Tel: +39 02 72615362                      United Kingdom

      Fax: +39 02 7261 2220           Attention: Liability Management Group

   Email: dcm.fig@bancaimi.com                Tel.: +44 207545 8011

                                      Email: liability.management@db.com

                                                        
   Merrill Lynch International                       Natixis
       2 King Edward Street              Head office : 30 avenue Pierre
                                                  Mendès-France
         London EC1A IHQ
                                                   75013 Paris
          United Kingdom
                                                     France
 Attention: Liability Management
             Group /                  Attention: Liability Management Group
   John M. Cavanagh / Tommaso               (Natixis London Branch)
           Gros-Pietro
                                            Tel: +44 (0)203 216 9141
   Tel.: +44 207 995 3715/2324
                                            Fax: +44 (0)203 216 9201
Email: john.m.cavanagh@baml.com /
  tommaso.gros-pietro@baml.com      Email: liability.management@natixis.com

                                                       
                                 UBS Limited
                             100 Liverpool Street

                               London EC2M 2RH

                                United Kingdom

                    Attention: Liability Management Group

                             Tel: +44 207567 0525

                             Fax: +44 207568 5332

                    Email: ol-liability-management@ubs.com

                                      
                                EXCHANGE AGENT
                        Lucid Issuer Services Limited

                                 Leroy House

                                436 Essex Road

                                London N1 3QP

                                United Kingdom

                  Attention: Paul Kamminga / Sunjeeve Patel

                            Tel: +44 20 7704 0880

                          Email: intesa@lucid-is.com

                                      

                                      



DISCLAIMERThis announcement must  be read  in conjunction  with the  Exchange 
Offer Memorandum. This announcement and the Exchange Offer Memorandum  contain 
important information which should be read carefully. If you are in any  doubt 
as to the contents  of this announcement or  the Exchange Offer Memorandum  or 
the action you should take, you are recommended to seek your own financial and
legal advice, including in respect  of any tax consequences, immediately  from 
your stockbroker,  bank manager,  solicitor, accountant  or other  independent 
financial or legal adviser. None of  the Dealer Managers, the Exchange  Agent, 
the Issuer or  any subsidiary  of the Issuer  makes any  recommendation as  to 
whether Bondholders should offer Existing Bonds for exchange.













Investor Relations

Media Relations

+39.02.87943180
+39.02.87963531

investor.relations@intesasanpaolo.com
 stampa@intesasanpaolo.com

                           group.intesasanpaolo.com

                                      

                                      

                                      

                                      

                                      

                                      

 This announcement has been issued through the Companies Announcement Service
                                      of

                           The Irish Stock Exchange

                                      

                                      

                     This information is provided by RNS
           The company news service from the London Stock Exchange

END


ISEFSLFDWFESEDF -0- Nov/07/2012 13:36 GMT
 
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