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: firstname.lastname@example.org Tel.: +44 207545 8011 Email: email@example.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: firstname.lastname@example.org / email@example.com Email: firstname.lastname@example.org UBS Limited 100 Liverpool Street London EC2M 2RH United Kingdom Attention: Liability Management Group Tel: +44 207567 0525 Fax: +44 207568 5332 Email: email@example.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: firstname.lastname@example.org 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 email@example.com firstname.lastname@example.org 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
INTESA SANPAOLO BANK IRSH Press Release
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