Bond UniCred 0% ( IT0004854060 ) in EUR

UniCred

100 % ▲

Italy

IT0004854060 ( in EUR )

31/10/2017 - Bond has expired

Prospectus brochure of the bond UniCredit IT0004854060 in EUR 0%, expired

1 000 EUR

700 000 000 EUR

UniCredit is a major Italian banking group offering a wide range of financial services including commercial banking, investment banking, and wealth management across Europe, Central and Eastern Europe, and the Middle East.

The Bond issued by UniCred ( Italy ) , in EUR, with the ISIN code IT0004854060, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Bond maturity is 31/10/2017

PROSPECTUS DATED 5 MARCH 2013
UniCredit S.p.A.
(incorporated as a Società per Azioni in the Republic of Italy registration number n. 00348170101)
700,000,000 Zero Coupon Notes due 2017
Issue Price: 84.95 per cent.
The 700,000,000 Zero Coupon Notes due 2017 (the Notes) were issued by UniCredit S.p.A. (the Issuer or
UniCredit) on 31 October 2012. The Issuer is the parent holding company of the UniCredit Group (the
Group or UniCredit Group).
The Notes are zero coupon notes.
The ISIN for this issue is IT0004854060 and the Common Code is 086969343.
Unless previously purchased, the Issuer will redeem the Notes at their principal amount on 31 October 2017.
The issue price of the Notes was 849.50 for each note of 1,000 nominal value.
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its
capacity as competent authority under the Luxembourg Act dated 10 July 2005, as amended (the
Luxembourg Act) on prospectuses for securities to approve this document as a prospectus and to the
Luxembourg Stock Exchange for the listing of the Notes on the Official List of the Luxembourg Stock
Exchange and admission to trading on the Luxembourg Stock Exchange's regulated market. The CSSF
assumes no responsibility for the economic and financial soundness of the transactions contemplated by this
Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the Luxembourg Act.
References in this Prospectus to Notes being listed (and all related references) shall mean that such Notes
have been admitted to trading on the Luxembourg Stock Exchange's regulated market and have been
admitted to the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's
regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive
(Directive 2004/39/EC).
The Issuer has been rated BBB+ by Standard & Poor's Credit Market Services Italia S.r.l. (Standard &
Poor's), Baa2 by Moody's Italia S.r.l. (Moody's) and A- by Fitch Italia S.p.A. (Fitch). The Notes have not
been rated. Each of Fitch, Moody's and Standard & Poor's is established in the European Union and is
registered under the Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such, each of
Moody's, Fitch and Standard & Poor's is included in the list of credit ratings agencies published by the
European Securities and Markets Authority on its website (at http://www.esma.europa.eu/page/List-
registered-and-certified-CRAs) in accordance with the CRA Regulation. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at
any time by the assigning rating agency.
The Notes have been accepted for clearance through Monte Titoli S.p.A. (Monte Titoli) which shall credit
the accounts of the Monte Titoli accountholders.
The Notes have been issued in bearer form in the denomination of 1,000. The Notes will at all times be
represented in dematerialised book-entry form in the books of Monte Titoli in compliance with the
provisions of Legislative Decree No. 58 of 24 February 1998. No physical document of title will be issued in
respect of the Notes.
An investment in Notes involves certain risks. Prospective investors should have regard to the factors
described under the heading "Risk Factors" on page 17.
The date of this Prospectus is 5 March 2013.

This Prospectus comprises a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC, as amended
(which includes the amendments made by Directive 2010/73/EU (the 2010 PD Amending Directive) to the
extent that such amendments have been implemented in a relevant Member State of the European Economic
Area) (the Prospectus Directive).
The Issuer (the Responsible Person) accepts responsibility for the information contained in this Prospectus.
To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case)
the information contained in this Prospectus is in accordance with the facts and does not omit anything likely
to affect the import of such information.
The Issuer, having made all reasonable enquiries, confirms that this Prospectus (together with the documents
incorporated by reference herein as detailed in the section entitled "Documents Incorporated by Reference")
contains all material information with respect to the Issuer and the Notes (including all information which,
according to the particular nature of the Issuer and of the Notes, is necessary to enable investors to make an
informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the
Issuer and of the rights attaching to the Notes), that the information contained or incorporated in this
Prospectus is true and accurate in all material respects and is not misleading, that the opinions and intentions
expressed in this Prospectus are honestly held and that there are no other facts the omission of which would
make this Prospectus or any of such information or the expression of any such opinions or intentions
misleading. The Issuer accepts responsibility accordingly.
This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein
by reference (see "Documents Incorporated by Reference"). This Prospectus should be read and construed on
the basis that such documents are incorporated and form part of the Prospectus.
No person is or has been authorised by the Issuer to give any information or to make any representation not
contained in or not consistent with this Prospectus or any other information supplied in connection with the
listing of the Notes and, if given or made, such information or representation must not be relied upon as
having been authorised by the Issuer.
Neither this Prospectus nor any other information supplied in connection with the listing of the Notes (a) is
intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuer that any recipient of this Prospectus or any other information supplied in
connection with the listing of the Notes should purchase any Notes. Each investor contemplating purchasing
any Notes should make its own independent investigation of the financial condition and affairs, and its own
appraisal of the creditworthiness, of the Issuer. Neither this Prospectus nor any other information supplied in
connection with the listing of the Notes constitutes an offer or invitation by or on behalf of the Issuer to any
person to subscribe for or to purchase any Notes.
Neither the delivery of this Prospectus nor the offering, sale or delivery of the Notes shall in any
circumstances imply that the information contained herein concerning the Issuer is correct at any time
subsequent to the date hereof or that any other information supplied in connection with the offering of the
Notes is correct as of any time subsequent to the date indicated in the document containing the same.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the Securities Act), and are subject to U.S. tax law requirements. Subject to certain exceptions,
the Notes may not be offered, sold or delivered within the United States or to U.S. persons. For a further
description of certain restrictions on the offering and sale of the Notes and on distribution of this document,
see "Subscription and Sale" below.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
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distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions.
The Issuer does not represent that this Prospectus may be lawfully distributed, or that the Notes may be
lawfully offered, in compliance with any applicable registration or other requirements in any such
jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating
any such distribution or offering. In particular, no action has been taken by the Issuer which is intended to
permit a public offering of the Notes or the distribution of this Prospectus in any jurisdiction where action for
that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this
Prospectus nor any advertisement or other offering material may be distributed or published in any
jurisdiction, except under circumstances that will result in compliance with any applicable laws and
regulations. Persons into whose possession this Prospectus or any Notes may come must inform themselves
about, and observe, any such restrictions on the distribution of this Prospectus and the offering and sale of
Notes. In particular, there are restrictions on the distribution of this Prospectus and the offer or sale of Notes
in the European Economic Area, including in the Republic of Italy, see "Subscription and Sale".
This Prospectus has been prepared on the basis that any offer of Notes in any Member State of the European
Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State) will be
made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member
State, from the requirement to publish a prospectus for offers of Notes. Accordingly any person making or
intending to make an offer in that Relevant Member State of Notes which are the subject of the offering
contemplated in this Prospectus, may only do so in circumstances in which no obligation arises for the Issuer
to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant
to Article 16 of the Prospectus Directive, in each case, in relation to such offer. The Issuer has not
authorised, nor does it authorise, the making of any offer of Notes in circumstances in which an obligation
arises for the Issuer to publish or supplement a prospectus for such offer.
All references in this document to Euro and refer to the currency introduced at the start of the third stage
of European economic and monetary union pursuant to the Treaty establishing the European Community.
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___________________________________
CONTENTS
Section
Page
Summary......................................................................................................................................................5
Risk Factors................................................................................................................................................ 17
Documents Incorporated by Reference........................................................................................................ 37
Conditions of the Notes .............................................................................................................................. 41
Use of Proceeds .......................................................................................................................................... 44
Taxation ..................................................................................................................................................... 45
Subscription and Sale ................................................................................................................................. 52
General Information ................................................................................................................................... 54
Annex 1...................................................................................................................................................... 60
__________________________________
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SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in
Sections A E (A.1 E.7).
This summary contains all the Elements required to be included in a summary for these types of securities
and this type of issuer. Because some Elements are not required to be addressed, there may be gaps in the
numbering sequence of the Elements.
Even though an Element may be required to be inserted in this summary because of the type of securities and
issuer, it is possible that no relevant information can be given regarding the Element. In this case a short
description of the Element is included in the summary, with the mention of "Not Applicable".
Section A Introduction and warnings
Element
A.1
·
This summary should be read as an introduction to the Prospectus.
·
Any decision to invest in the Notes should be based on a consideration of this
Prospectus as a whole, including any documents incorporated by reference.
·
Where a claim relating to information contained in the Prospectus is brought
before a court in a Member State of the European Economic Area, the plaintiff
may, under the national legislation of the Member State where the claim is
brought, be required to bear the costs of translating the Prospectus before the
legal proceedings are initiated.
·
Civil liability attaches only to those persons who have tabled the summary
including any translation thereof, but only if the summary is misleading,
inaccurate or inconsistent when read together with the other parts of the
prospectus or it does not provide, when read together with the other parts of the
prospectus, key information in order to aid investors when considering whether to
invest in such securities.
A.2
Consent to the use of the Not applicable; no consent has been given by the Issuer
Prospectus
to the use of this Prospectus for subsequent resale or final
placement of securities by financial intermediaries since
the Notes have already been issued and were placed
directly by the Issuer as at the issue date, occurring on 31
October 2012, and as such UniCredit S.p.A. has not given
its consent to the use of this Prospectus for subsequent
resale or final placement of the Notes by financial
intermediaries.
Any other clear and objective Not applicable; as per the above, no consent has been
conditions attached to the given by the Issuer to the use of this Prospectus for
consent which are relevant for subsequent resale or final placement of securities by
the use of the Prospectus
financial intermediaries since the Notes have already
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Element
been issued and were placed directly by the Issuer as at
the issue date.
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Section B Issuer
Element
Title
B.1
Legal and commercial name
UniCredit S.p.A.
of the Issuer
B.2
Domicile/ legal form/
The Issuer is incorporated as a joint-stock company in the
legislation/ country of
Republic of Italy under Italian law. Its principal centre of
incorporation
business is at Piazza Cordusio, 20123, Milan, Italy.
B.4b
Trend information
Not applicable; as at the date of this Prospectus and so far
as the financial year ended 31 December 2012 is
concerned, the Issuer is not aware of any trends,
uncertainties, requests, undertakings or known facts which
may reasonably significantly affect the prospects of the
Issuer or the UniCredit Group (the Group).
B.5
Description of the Group
UniCredit is the parent company of the UniCredit Group.
UniCredit is a leading European commercial bank with
strong roots in twenty two European countries and an
international network spanning fifty markets.
The Group boasts a position of primary importance in
terms of the number of branches in Italy, in addition to a
well-established presence in several areas in western
Europe (namely Germany and Austria).
B.9
Profit forecast or estimate
Not applicable; no profit forecast or estimate has been
made in this Prospectus.
B.10
Audit report qualifications
Not applicable; there are no qualifications in the audit
report on historical financial information.
B.12
Selected historical key financial information:
Income Statement
The table below sets out summary information extracted from the UniCredit Group's
audited income statement for each of the two years ended 31 December 2010 and 31
December 2011 and from the UniCredit Group's income statement subject to limited review
for each of the six month periods ended 30 June 2011 and 30 June 2012 and from the
UniCredit Group's income statement for each of the nine month periods ended 30
September 2011 and 30 September 2012, respectively:
Consolidated Income Statement as at 31 December 2011 and 31 December 2010
( million)
31.12.2011
31.12.2010
Variation %
Net interest margin
15,488
15,756
-1.7%
Operating income
25,208
25,608
-1.6%
Net profit from financial and
18,592
18,625
-0.2%
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Element
Title
insurance activities
Operating costs
(17,492)
(16,456)
+6.3%
Holdings income (Loss) of
the period
(9,206)
1,323
n.s.
Consolidated Income Statement as at 30 June 2012 and 30 June 2011
( million)
30.06.2012
30.06.2011
Variation %
Net interest margin
7,271
7,859
-7.5%
Operating income
13,143
13,424
-2.1%
Net profit from financial
and insurance activities
9,778
10,617
-7.9%
Operating costs
(7,751)
(8,240)
-5.9%
Holdings income (Loss) of
the period
1,083
1,321
-18.0%
Consolidated Income Statement as at 30 September 2012 and 30 September 2011
( million)
30.09.2012
30.09.2011
Variation %
Net interest margin
10,765
11,732
-8.2%
Operating income
19,271
19,139
+0.7%
Net profit from financial and
insurance activities
14,117
14,248
-0.9%
Operating costs
(11,534)
(13,485)
-14.5%
Holdings income (Loss) of
the period
1,418
(9,320)
n.s.
Balance Sheet
The table below sets out summary information extracted from the UniCredit Group's
audited balance sheet for each of the two years ended 31 December 2010 and 31 December
2011 and from the UniCredit Group's balance sheet subject to limited review for each of the
six month periods ended 30 June 2011 and 30 June 2012 and from the UniCredit Group's
balance sheet for each of the nine month periods ended 30 September 2011 and 30
September 2012, respectively:
Consolidated Balance Sheet as at 31 December 2011 and 31 December 2010
( million)
31.12.2011
31.12.2010
Deposits from customers and
debt securities in issue
561,370
583,239
Financial assets
230,349
218,699
Loans and receivables with
Customers
559,553
555,653
Total Assets
926,769
929,488
Shareholders' equity
51,479
64,224
Issued capital
12,148
9,649
8

Element
Title
Consolidated Balance Sheet as at 30 June 2012 and 30 June 2011 and as at 30 September
2012 and 30 September 2011
( million)
30.09.2012
30.06.2012
30.09.2011
30.06.2011
Deposits from customers
and debt securities in issue
585,695
580,427
559,230
585,936
Financial assets
231,120
225,724
236,894
204,555
Loans and receivables with
Customers
561,875
556,815
562,447
561,792
Total assets
969,152
954,950
950,296
918,772
Shareholders' equity
62,557
61,031
52,292
64,726
Issued capital
19,648
19,648
9,649
9,649
Statements of no significant or material adverse change
Save as disclosed in this Prospectus, there has been no significant change in the financial or
trading position of the Issuer since the unaudited consolidated financial statements as at and
for the nine months ended 30 September 2012, and there has been no material adverse
change in the prospects of the Issuer since the audited consolidated financial statements as at
and for the year ended 31 December 2011.
9

Element
Title
B.13
Events impacting the Issuer's Not applicable; there are no recent events particular to the
solvency
Issuer which are to a material extent relevant to the
evaluation of the Issuer's solvency.
B.14
Dependence upon other group
Not applicable; the Issuer is not dependent upon other
entities
entities within UniCredit Group.
B.15
Principal activities
The Issuer is the parent holding company of the Group, a
full-service financial services group engaged in a wide
range of banking, financial and related activities
throughout Italy and certain Central and Eastern European
countries.
The Issuer carries out, in addition to banking activity,
organic policy, governance and control functions vis-à-vis
its subsidiary banking, financial and instrumental
companies.
The Issuer, as a bank which undertakes management and
coordination activities for the UniCredit Group, pursuant
to the provisions of Article 61 of Legislative Decree
no.385 of 1 September 1993, as amended (the Banking
Act), issues, when exercising the management and
coordination activities, instructions to the other members
of the banking group in respect of the fulfilment of
requirements laid down by the Bank of Italy in the interest
of the banking group's stability.
B.16
Controlling shareholders
Not applicable; at the date of this Prospectus, no party
exercises control over the Issuer.
B.17
Solicited credit ratings
The Issuer is currently rated BBB+ by Standard & Poor's
Credit Market Services Italia S.r.l. (Standard & Poor's),
Baa2 by Moody's Italia S.r.l. (Moody's) and A- Fitch
Italia S.p.A. (Fitch). The Notes have not been nor are
expected to be rated. Each of Fitch, Moody's and Standard
& Poor's is established in the European Union and is
registered under the Regulation (EC) No. 1060/2009 (as
amended) (the CRA Regulation).
A security rating is not a recommendation to buy, sell or
hold securities and may be subject to suspension, reduction
or withdrawal at any time by the assigning rating agency.
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