UniCredit S.p.A.
UniCredito Italiano S.p.A.:Results of the offer in option of 82,703,400 shares of Capitalia S.p.A. pursuant to Sect. 2437-quarter of the Italian Civil Code
UniCredito Italiano S.p.A. / Offer Release of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. ---------------------------------------------------------------------- As of October 1, 2007 the merger of Capitalia S.p.A. ('Capitalia') into UniCredito Italiano S.p.A. ('UniCredit') has become effective and therefore all the conditions precedent for the effectiveness of the withdrawal rights exercised have been satisfied. As a result of the above, as of such date UniCredit ordinary shares have been allocated on the basis of the following exchange ratio: 1.12 UniCredit ordinary shares for each Capitalia ordinary share. All above stated, it is announced that the offer period for the offer in option reserved to the Capitalia’s shareholders that did not exercised the withdrawal right on n. 82,703,400 Capitalia ordinary shares, for which the withdrawal right was exercised (the 'Shares' and each of them the 'Share'), closed on October 3, 2007. It is recalled that the Shares have been offered based on a ratio of n. 1 Share for 31 Capitalia ordinary shares held at a price of € 7.015 per Share, determined in accordance with the provisions of Art.. 2437-ter, par. 3, of the Italian Civil Code. Under the offer in option, n. 7,851,704 Shares have been allocated, either following exercise of the relevant option rights or following exercise of the pre-emptive rights granted pursuant to Art.. 2437-quarter, par. 3, of the Italian Civil Code. The consideration for the Shares for which the option rights and the pre-emptive rights have been exercised will be allocated among the shareholders who have exercised their withdrawal right in proportion to the number of Shares for which the withdrawal right has been exercised by each of them, with value date as at October 15, 2007 through the intermediary who received the application form for the offer in option. The shareholders who have purchased n. 7,851,704 Shares will receive on the same date newly issued UniCredit ordinary shares on the basis of the merger exchange ratio. The remaining n. 74,851,696 Shares, equal to n. 83,833,899 UniCredit shares on the basis of the merger exchange ratio, shall be liquidated pursuant to Art. 2437-quarter, par. 4 and 5, of the Italian Civil Code (that is by means of an offer on the market or through purchase by UniCredit using distributable reserves, even departing from the provisions of par. 3 of Art.. 2357 of the Italian Civil Code) Milan, October 11, 2007 Enquiries: Media Relations: +39 02 88628236; e-mail: MediaRelations@unicreditgroup.eu Investor Relations: + 39 02 88628715; e-mail: InvestorRelations@unicreditgroup.eu 11.10.2007 Financial News transmitted by DGAP ---------------------------------------------------------------------- Language: English Issuer: UniCredito Italiano S.p.A. Via San Protaso 1/3 20121 Milan Italien Phone: 0039 02 8862 2995 Fax: 0039 02 8862 3816 E-mail: maurizia.angelocomneno@unicredit.it Internet: www.unicredit.it ISIN: IT0000064854 WKN: 850832 Listed: Amtlicher Markt in Frankfurt (General Standard); Freiverkehr in Berlin, Hannover, München, Hamburg, Düsseldorf, Stuttgart; Terminbörse EUREX End of News DGAP News-Service ---------------------------------------------------------------------------
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