€60,000,000,000 Euro Medium Term Note Programme
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SECOND SUPPLEMENT DATED 30 DECEMBER 2010 TO THE BASE PROSPECTUS DATED 22 OCTOBER 2010 UNICREDIT S.p.A. (incorporated as a Società per Azioni in the Republic of Italy under registered number 00348170101) and UNICREDIT BANK IRELAND p.l.c. (incorporated with limited liability in Ireland under registered number 240551) UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY UNICREDIT S.p.A. in the case of Notes issued by UniCredit Bank Ireland p.l.c. €60,000,000,000 Euro Medium Term Note Programme This Second Supplement (the Supplement) to the Base Prospectus dated 22 October 2010 (the Prospectus), constitutes a supplement for the purposes of Article 13.1 of Chapter 1 of Part II of the Luxembourg Act dated 10 July, 2005 on prospectuses for securities (the Prospectus Act) and is prepared in connection with the € 60,000,000,000 Euro Medium Term Note Programme (the Programme) established by UniCredit S.p.A. (UniCredit) and UniCredit Bank Ireland p.l.c. (UniCredit Ireland, and together with UniCredit, the Issuers). Terms defined in the Prospectus have the same meaning when used in this Supplement. This Supplement constitutes a Supplement to, and should be read in conjunction with, the Prospectus issued by the Issuers and with the supplement dated 29 October, 2010. Each of the Issuers and the Guarantor accepts responsibility for the information contained in this Supplement. To the best of the knowledge of each of the Issuers and the Guarantor (which have taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and contains no omissions likely to affect its import. In accordance with Article 13.2 of Chapter 1 of Part II of the Prospectus Act, investors who have already agreed to purchase or subscribe for the securities before this Supplement is published have the right, exercisable within a time limit of minimum two working days after the publication of this Supplement, to withdraw their acceptances. Copies of this Supplement and the documents incorporated by reference in Supplement will be available on the Luxembourg Stock Exchange website (www.bourse.lu). Disposal of 100% of UniCredit MedioCredito Centrale On 20 December 2010, UniCredit and Poste Italiane S.p.A. (Poste) signed an agreement for the disposal to Poste of 100% of UniCredit MedioCredito Centrale S.p.A. (MCC the bank of the UniCredit Group specialized in providing financing and services for the public sector and in the management of public incentives to private companies), in the context of the project promoted by the Ministry of Economy and Finance. MCC will become, post closing, the vehicle for the creation of the Banca del Mezzogiorno. The transaction envisages the disposal of MCC for a consideration of €136 million, payable by Poste upon completion of the transfer of the shares which is expected around Spring 2011, subject to certain conditions including authorizations to be received by Poste from relevant regulatory authorities. UniCredit will benefit from MCC’s result for the financial year 2010 as well as for 2011 up to the date of completion. Copy of the press release dated 20 December 2010 relating to the signing of the agreement between UniCredit and Poste for the disposal to Poste of the 100% of MCC has been filed with the Commission de Surveillance du Secteur Financier (CSSF) and is incorporated by reference into this Supplement and, by virtue of this Supplement, such document is incorporated in, and forms part of, the Prospectus. Document Information incorporated Page Reference Press Release dated 20 December Entire Document All 2010 UniCredit’s Board of Directors approves the strategic guidelines On 14 December 2010 UniCredit’s Board of Directors approved the Group’s strategic guidelines, which are based on four main pillars, to be presented to the financial community by Summer 2011: - Confirmation of the Group’s solid strategic platform, which is unique in Europe - International positioning enhancement to the benefit of clients and territories - Active management of asset allocation in favour of those areas with greatest expected return - Recovery of profitability and efficiency, and organizational simplification The future development will benefit from the solid strategic platform having unique characteristics in Europe, from the wide European network of commercial banks, from the high number of clients and from the offer of high quality products and services supplied by the Group’s product companies. The guidelines confirm UniCredit’s focus on clients and on the territories in which it is present, which will benefit from the relation with a bank having strong international presence and diversified know-how. UniCredit’s positioning in terms of business area composition and geographic presence provides the Group with important opportunities to significantly recover profitability also through an active management of asset allocation and ensures competitive advantage with respect to European competitors, in particular in all cross- border activities. Central and Eastern Europe will be an important area of growth for UniCredit and will experience a progressive increase of the capital allocated in the following years. In this region, the Group will pay great attention to those countries having greatest expected return. The same selective approach will guide the business reassessment in those countries where UniCredit’s positioning does not allow an adequate level of profitability or critical mass. The Corporate & Investment Banking division proves to be a fundamental pillar in the Group’s strategy and the approved strategic lines foresee its consolidation also through significant investments. The improvement of profitability will also pass through a recovery of efficiency, obtained through an organisational simplification which will render the capacity to meet client requests quicker and will further favour the closeness to territories and the understanding of their needs. The actions to recover efficiency foresee in particular: - A strong focus on restructuring and relaunching of activities in Italy and Germany, also by leveraging on the One4C project; - The increase of productivity of risk weighted assets (RWA), also thanks to the growth of activities, which absorb a low level of capital like in the case of Asset Gathering; - Consolidation of cross-selling activities by paying special attention to cross-border services, aimed at positioning the Group as a European leader in Trade Finance; - The substantial reduction of cost of risk; - The Corporate Centres’ downsizing, with a greater focus on business service. In order to simplify the organizational structure, the Board also approved the proposal to include Leasing and Factoring activities under the competences of the General Manager, while Global Transaction Banking will be part of Corporate and Investment Banking. 2 While moving towards a more coherently defined regulatory framework and a more stable economic and financial environment, the management team will continue to work on a detailed plan, which will quantify the Group’s medium-term objectives and which is expected to be presented by Summer 2011. Copy of the press release dated 14 December 2010 relating to the UniCredit’s Board of Directors approval of the strategic guidelines has been filed with the (CSSF) and is incorporated by reference into this Supplement and, by virtue of this Supplement, such document is incorporated in, and forms part of, the Prospectus. Document Information incorporated Page Reference Press Release dated 14 December Entire Document All 2010 UniCredit’s consolidated results for the nine months of 2010 On 9 November 2010 the Board of Directors of UniCredit approved the consolidated results for the first nine months of 2010. Copies of the UniCredit Consolidated Interim Report as at 30 September, 2010 and of the press release relating to the approval of the financial statements by the UniCredit Board of Directors have been filed with the CSSF and are incorporated by reference into this Supplement and, by virtue of this Supplement, such documents are incorporated in, and form part of, the Prospectus. The following information shall be incorporated in, and form a part of, the Prospectus: Documents Information Incorporated Page Reference Press Release dated 10 November 2010 Entire Document all UniCredit Group unaudited Consolidated Interim Report as at September 30, 2010: Consolidated balance sheet p. 16 Consolidated income statement p. 17 Any information not listed in the above cross reference list but included in the documents incorporated by reference is given for information purpose only. Amendments to the Prospectus The Prospectus shall by way of an update amended in accordance with the amendments set out in Annex 1 to this Supplement. To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Prospectus by this Supplement and (b) any other statement in or incorporated by reference in the Prospectus, the statements in (a) above will prevail. 3 Annex 1 Amendments to the Prospectus for updating Senior Management The second paragraph and the immediately following table appearing under the heading “Senior Management” on page 150 of the Prospectus shall be deleted and replaced by the following: “The Board appoints the top executives who are responsible for managing the day to day operations, as directed by the Chief Executive Officer. The senior management of UniCredit is set