Obbligazione UniCred 0.502% ( XS2066749461 ) in EUR

UniCred

100 EUR ▼

Italia

XS2066749461 ( in EUR )

0.502% per anno ( pagato 1 volta l'anno)

18/10/2022 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione UniCredit XS2066749461 in EUR 0.502%, scaduta

100 000 EUR

300 000 000 EUR

UniCredit è una banca commerciale italiana operante a livello internazionale, con attività principali nel settore bancario retail, corporate e investment banking.

The Obbligazione issued by UniCred ( Italy ) , in EUR, with the ISIN code XS2066749461, pays a coupon of 0.502% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 18/10/2022

UniCredit Leasing Corporation IFN S.A.
(incorporated as a joint stock company in Romania)

EUR 300,000,000 0.502 per cent. Guaranteed Notes due 2022
guaranteed by
UniCredit S.p.A.
(incorporated with limited liability as a a Società per Azioni in the Republic of Italy under registered
number 00348170101)

The issue price of the EUR 300,000,000 0.502 per cent. Guaranteed Notes due 2022 (the "Notes") of UniCredit Leasing Corporation IFN S.A. (the "Issuer" or "UCLC") is 100
per cent. of their principal amount.
Unless previously redeemed or cancelled as provided in the "Terms and Conditions of the Notes", the Notes will be redeemed at their principal amount on 18 October 2022. The
Notes are subject to redemption in whole at their principal amount at the option of the Issuer at any time in the event of certain changes affecting taxation in Romania or the
Republic of Italy. The Notes may also be redeemed at the option of the Issuer at any time, in whole but not in part, at the Optional Redemption Price (as defined in "Terms and
Conditions of the Notes--Redemption and Purchase") and from 18 September 2022 to 17 October 2022 at their principal amount together with any accrued and unpaid interest
to (but excluding) the date of redemption. In addition, if a Change of Control (as defined in "Terms and Conditions of the Notes--Redemption and Purchase") has occurred, the
holder of a Note may, by the exercise of the relevant option, require the Issuer to redeem such Note at its principal amount together with any accrued and unpaid interest to (but
excluding) the date of redemption. See "Terms and Conditions of the Notes--Redemption and Purchase".
The Notes will bear interest from 18 October 2019 at the rate of 0.502 per cent. per annum payable annually in arrear on 18 October each year commencing on 18 October 2020.
Payments on the Notes will be made without deduction for or on account of taxes imposed or levied by Romania or the Republic of Italy to the extent described under "Terms
and Conditions of the Notes--Taxation". UniCredit S.p.A. (the "Guarantor") will unconditionally and irrevocably guarantee the due and punctual payment of all amounts at
any time becoming due and payable in respect of the Notes.
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 United States tax law
requirements. The Notes are being offered outside the United States by the Joint Bookrunners (as defined in "Subscription and Sale") in accordance with Regulation S under the
Securities Act ("Regulation S"), and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
The Notes will be in bearer form and in the denomination of EUR 100,000 each. The Notes will initially be in the form of a temporary global note (the "Temporary Global
Note"), without interest coupons, which will be deposited on or around 18 October 2019 (the "Closing Date") with a common safekeeper for Euroclear Bank SA/NV
("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg"). The Temporary Global Note will be exchangeable, in whole or in part, for interests in a
244596-3-3-v6.0
- i -
70-40726038

permanent global note (the "Permanent Global Note"), without interest coupons, not earlier than 40 days after the Closing Date upon certification as to non-U.S. beneficial
ownership. Interest payments in respect of the Notes cannot be collected without such certification of non-U.S. beneficial ownership. The Permanent Global Note will be
exchangeable in certain limited circumstances in whole, but not in part, for Notes in definitive form in the denomination of EUR 100,000 each. See "Summary of Provisions
Relating to the Notes in Global Form".
Application has been made for the Notes to be admitted to listing on the official list of the Luxembourg Stock Exchange and to trading on the Euro MTF. The Euro MTF is not a
regulated market within the meaning of Directive 2014/65/EU (as amended, "MiFID II"). This Offering Circular constitutes a prospectus for the purpose of the Luxembourg
law on prospectuses for securities dated 16 July 2019, and may only be used for the purpose for which it is published. This Offering Circular is not a prospectus for the purposes
of Regulation (EU) 2017/1129.
The Notes are expected to be rated "BBB" by S&P Global Ratings Europe Limited ("S&P"). The Guarantor has been assigned a long term rating of "BBB" by S&P, "BBB" by
Fitch Italia S.p.A. ("Fitch") and "Baa1" by Moody's Investors Service España, S.A. ("Moody's"). Each of S&P, Fitch and Moody's (each a "Rating Agency") is established in
the European Union and is registered under Regulation (EU) No 1060/2009 (as amended, the "CRA Regulation"). As such, each of S&P, Fitch and Moody's appears on the
latest update of the list of registered credit rating agencies on the ESMA website at https://www.esma.europa.eu/supervision/credit-rating-agencies/risk.
A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension, reduction or withdrawal at any time by the
assigning rating agency.
An investment in the Notes involves certain risks. Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of
their exposure to risks and that they consider the suitability of the Notes as an investment in light of their own circumstances and financial condition. For a discussion
of these risks see "Risk Factors" below. The Notes are not intended to be sold and should not be sold to "retail clients" (as defined in MiFID II) in the European
Economic Area ("EEA"). Potential investors should read the whole of this document, in particular the "Risk Factors" set out on pages 7 to 90.

Joint Bookrunners

Morgan Stanley

UniCredit Bank

The date of this Offering Circular is 16 October 2019
244596-3-3-v6.0
- ii -
70-40726038

IMPORTANT NOTICES

Each of the Issuer and the Guarantor accepts responsibility for the information contained in this Offering
Circular. To the best of their knowledge (having taken all reasonable care to ensure that such is the case)
the information contained in this Offering Circular is in accordance with the facts and does not omit
anything likely to affect the import of such information.

Each of the Issuer and the Guarantor has confirmed to the Joint Bookrunners (as defined below) that this
Offering Circular contains all material information in the context of the issue, offering and sale of the
Notes with respect to the Issuer, the Guarantor and their respective subsidiaries and the Notes (including
all information which, according to the particular nature of the Issuer, the Guarantor and their respective
subsidiaries and of the Notes, is necessary to enable investors to make an informed assessment of the
financial position and prospects of the Issuer, the Guarantor and their respective subsidiaries and of the
rights attaching to the Notes); (ii) this Offering Circular does not contain an untrue statement of material
fact or omit to state a material fact that is necessary in order to make the statements made in this Offering
Circular, in the light of the circumstances under which they were made, complete, true, accurate and not
misleading and there is no other fact or matter omitted from this Offering Circular which is necessary to
enable investors and their professional advisers to make an informed assessment of the assets and
liabilities, financial position, profits and losses and prospects of the Issuer, the Guarantor or their
respective subsidiaries and of the rights attaching to the Notes; and (iii) all reasonable enquiries have been
made to ascertain such facts and to verify the accuracy of all such statements.
This Offering Circular is to be read in conjunction with all the documents which are incorporated herein
by reference, see "Information Incorporated by Reference". This Offering Circular shall be read and
construed on the basis that such documents are incorporated and form part of this Offering Circular.

This Offering Circular contains industry and customer-related data as well as calculations taken from
industry reports, market research reports, publicly available information and commercial publications. It
is hereby confirmed that (a) to the extent that information reproduced herein derives from a third party,
such information has been accurately reproduced and (b) insofar as the Issuer and the Guarantor are
aware and are able to ascertain from information derived from a third party, no facts have been omitted
which would render the information reproduced inaccurate or misleading.

Commercial publications generally state that the information they contain originates from sources
assumed to be reliable, but that the accuracy and completeness of such information is not guaranteed, and
that the calculations contained therein are based on a series of assumptions. External data have not been
independently verified by the Issuer or the Guarantor.

No person is or has been authorised to give any information or to make any representations other than
244596-3-3-v6.0
- iii -
70-40726038

those contained in or consistent with this Offering Circular in connection with the issue or sale of the
Notes and, if given or made, such information or representations must not be relied upon as having been
authorised by or on behalf of the Issuer, the Guarantor, the Joint Bookrunners (as defined in "Subscription
and Sale" below) or the Trustee. Neither the delivery of this Offering Circular nor any sale made in
connection herewith shall, under any circumstances, create any implication that there has been no change
in the affairs of the Issuer or the Guarantor since the date hereof or that there has been no adverse change,
or any event reasonably like to result in such change, in the prospects, financial or trading position of the
Issuer since the date hereof or that any other information supplied in connection with the Notes is correct
as of any time after the date on which it is supplied or, if different, the date indicated in the document
containing the same.

Neither the Joint Bookrunners nor the Trustee has separately verified the information contained in this
Offering Circular. Neither the Joint Bookrunners nor the Trustee make any representation, express or
implied, or accept any responsibility, with respect to the accuracy or completeness of any of the
information contained in this Offering Circular or any other information provided by the Issuer or the
Guarantor in connection with the distribution of the Notes or accepts any responsibility for any actions or
omissions of the Issuer, the Guarantor or any other person in connection with the issue and offering of the
Notes. Neither the Joint Bookrunners nor the Trustee accept any liability in relation to the information
contained in this Offering Circular or any other information provided by the Issuer or the Guarantor in
connection with the distribution of the Notes. Neither this Offering Circular nor any other information
supplied in connection with the distribution of the Notes is intended to constitute, and should not be
considered as, a recommendation by any of the Issuer, the Guarantor, the Joint Bookrunners or the
Trustee that any recipient of this Offering Circular or any other information supplied in connection with
the distribution of the Notes should purchase the Notes. Each potential purchaser of Notes should
determine for itself the relevance of the information contained in this Offering Circular and its purchase
of Notes should be based upon such investigation as it deems necessary. Neither the Joint Bookrunners
nor the Trustee undertakes to review the financial condition or affairs of the Issuer or the Guarantor
during the life of the arrangements contemplated by this Offering Circular nor to advise any investor or
potential investor in the Notes of any information coming to their attention. Investors should review, inter
alia, the documents incorporated by reference in this Offering Circular when deciding whether or not to
purchase the Notes.

Neither this Offering Circular nor any other information provided by the Issuer or the Guarantor in
connection with the offering of the Notes constitutes an offer of, or an invitation by or on behalf of, the
Issuer, the Guarantor, the Joint Bookrunners or the Trustee or any of them to subscribe for, or purchase,
any of the Notes (see "Subscription and Sale" below). This Offering Circular 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 distribution of this Offering Circular and the offering, sale and delivery of Notes in certain
244596-3-3-v6.0
- iv -
70-40726038

jurisdictions may be restricted by law. None of the Issuer, the Guarantor, the Trustee or the Joint
Bookrunners represent that this Offering Circular 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, the
Guarantor, the Trustee or the Joint Bookrunners or any of them which is intended to permit a public
offering of the Notes or the distribution of this Offering Circular in any jurisdiction where action for that
purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this
Offering Circular 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 Offering Circular or any Notes may come must inform
themselves about, and observe, any such restrictions on the distribution of this Offering Circular and the
offering and sale of Notes. In particular, there are restrictions on the distribution of this Offering Circular
and the offer or sale of Notes in the United States and the EEA (including the Republic of Italy, Romania
and the United Kingdom). For a description of certain restrictions on offers, sales and deliveries of Notes
and on distribution of this Offering Circular and other offering material relating to the Notes, see
"Subscription and Sale" below.
In particular, the Notes have not been and will not be registered under the Securities Act and are
subject to United States tax law requirements. Subject to certain exceptions, Notes may not be
offered, sold or delivered within the United States or to U.S. persons (as defined in the U.S. Internal
Revenue Code of 1986, as amended, and regulations promulgated thereunder). The Notes may be
offered and sold outside the United States to non-U.S. persons in reliance on Regulation S under the
Securities Act.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS  The Notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available
to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of
MiFID II; or (ii) a customer within the meaning of the Insurance Distribution Directive, where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the
"PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
MIFID II product governance / Professional investors and ECPs only target market  Solely for the
purposes of the manufacturer's product approval process, the target market assessment in respect of the
Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and
professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to
244596-3-3-v6.0
- v -
70-40726038

eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling
or recommending the Notes (a "distributor") should take into consideration the manufacturer's target
market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own
target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target
market assessment) and determining appropriate distribution channels.
In this Offering Circular, unless otherwise specified, references to a "Member State" are references to a
Member State of the European Union, references to "" "EUR" or "euro" are to the currency introduced
at the start of the third stage of European economic and monetary union, and as defined in Article 2 of
Council Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the euro, as amended and
references to "RON" are to the lawful currency of Romania. References in this Offering Circular to the
"Group" or the "UniCredit Group" are references to the UniCredit Banking Group, registered with the
Register of Banking Groups held by the Bank of Italy pursuant to Article 64 of the Legislative Decree No.
385 of 1 September 1993 as amended under number 02008.1.
Certain figures included in this Offering Circular have been subject to rounding adjustments; accordingly,
figures shown for the same category presented in different tables may vary slightly and figures shown as
totals in certain tables may not be an arithmetic aggregation of the figures which precede them.
Each prospective investor in the Notes must determine, based on its own independent review and such
professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes is
fully consistent with its financial needs, objectives and condition, complies and is fully consistent with all
investment policies, guidelines and restrictions applicable to it and is a fit, proper and suitable investment
for it, notwithstanding the clear and substantial risks inherent in investing in or holding the Notes.
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must
determine the suitability of that investment in light of its own circumstances. In particular, each potential
investor should:

(a)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained or incorporated by
reference in this Offering Circular or any applicable supplement;

(b)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;

(c)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including where the currency for principal or interest payments is different from the
potential investor's currency;

244596-3-3-v6.0
- vi -
70-40726038

(d)
understand thoroughly the terms of the Notes and be familiar with the behaviour of the relevant
financial markets and of any financial variable which might have an impact on the return on the
Notes; and

(e)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
Each prospective investor should consult its own advisers as to legal, tax and related aspects in
connection with any investment in the Notes. An investor's effective yield on the Notes may be
diminished by certain charges such as taxes, duties, custodian fees on that investor on its investment in
the Notes or the way in which such investment is held.
Legal investment considerations may restrict certain investments. The investment activities of certain
investors are subject to investment laws and regulations, or to review or regulation by certain authorities.
Each potential investor should consult its legal advisers to determine whether and to what extent (a) Notes
are legal investments for it, (b) Notes can be used as collateral for various types of borrowing and (c)
other restrictions apply to its purchase or pledge of any Notes.
A prospective investor may not rely on the Issuer, the Guarantor, the Joint Bookrunners, the Trustee or
any of their respective affiliates in connection with its determination as to the legality of its acquisition of
the Notes or as to the other matters referred to above.
This Offering Circular, including the documents incorporated by reference herein, contain forward-
looking statements. Such items in this Offering Circular include, but are not limited to, statements made
under "Risk Factors". Such statements can be generally identified by the use of terms such as
"anticipates", "estimates", "believes", "intends", "aims", "seeks", "could", "expects", "may", "plans",
"should", "will" and "would", or by comparable terms and the negatives of such terms. By their nature,
forward-looking statements and projections involve risk and uncertainty, and the factors described in the
context of such forward-looking statements and targets in this Offering Circular could cause actual results
and developments to differ materially from those expressed in or implied by such forward-looking
statements. The Issuer and the Guarantor have based forward-looking statements on their expectations
and projections about future events as of the date such statements were made. These forward-looking
statements are subject to risks, uncertainties and assumptions about the Issuer and the UniCredit Group,
including, among other things, the risks set out under "Risk Factors".

STABILISATION

In connection with the issue of the Notes, Morgan Stanley & Co. International plc (the "Stabilisation
Manager") (or persons acting on behalf of any Stabilisation Manager) may over-allot Notes or effect
transactions with a view to supporting the market price of the Notes at a level higher than that which
244596-3-3-v6.0
- vii -
70-40726038

might otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action may
begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is
made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the
issue date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilisation action or
over-allotment must be conducted by the relevant Stabilisation Manager (or person(s) acting on behalf of
any
Stabilisation
Manager)
in
accordance
with
all
applicable
laws
and
rules.
244596-3-3-v6.0
- viii -
70-40726038

CONTENTS

Page
OVERVIEW ................................................................................................................................................. 2
RISK FACTORS .......................................................................................................................................... 7
INFORMATION INCORPORATED BY REFERENCE .......................................................................... 91
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 96
SUMMARY OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM ........................... 115
USE OF PROCEEDS ............................................................................................................................... 118
DESCRIPTION OF THE ISSUER........................................................................................................... 119
DESCRIPTION OF THE GUARANTOR ............................................................................................... 134
TAXATION ............................................................................................................................................. 135
SUBSCRIPTION AND SALE ................................................................................................................. 151
GENERAL INFORMATION .................................................................................................................. 154

244596-3-3-v6.0

70-40726038

OVERVIEW
This overview must be read as an introduction to this Offering Circular and any decision to invest in the Notes
should be based on a consideration of this Offering Circular as a whole, including the documents incorporated
by reference.
Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere in this Offering
Circular have the same meanings in this overview.
Notes:
EUR 300,000,000 0.502 per cent. Guaranteed Notes due 2022
Issuer:
UniCredit Leasing Corporation IFN S.A.
Guarantor:
UniCredit S.p.A.
Joint Bookrunners:
Morgan Stanley & Co. International plc and UniCredit Bank AG
Trustee:
Citicorp Trustee Company Limited
Principal Paying Agent:
Citibank, N.A., London Branch
Issue Price:
100 per cent. of the principal amount of the Notes.
Issue Date:
18 October 2019.
Maturity Date:
18 October 2022.
Status and Guarantee of the Notes:
The Notes are direct, unconditional, unsubordinated and unsecured
obligations of the Issuer. The Guarantee is a direct, unconditional,
unsubordinated and unsecured obligation of the Guarantor.
Interest:
The Notes will bear interest from the Issue Date at a rate of 0.502
per cent. per annum payable annually in arrear on 18 October in
each year commencing 18 October 2020.
Form and Denomination:
The Notes will be issued in bearer form in the denomination of
EUR 100,000 each.

The Temporary Global Note and the Permanent Global Note are to
be issued in new global note form.
Optional Redemption:
At any time, the Issuer may, upon not less than 30 nor more than
60 days' notice, redeem the Notes, in whole, but not in part, at the
Optional Redemption Price. See Condition 4(c) (Redemption and
Purchase Redemption at the option of the Issuer).
244596-3-3-v6.0
- 2 -
70-40726038