Prospectus UBI Banca Covered Bond Programme
Prospectus UBI Banca Covered Bond Programme
Prospectus UBI Banca Covered Bond Programme
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<strong>Prospectus</strong><br />
Introduction<br />
THE GUARANTOR<br />
The Guarantor, <strong>UBI</strong> Finance S.r.l., is a limited liability company (società a responsabilità limitata) incorporated<br />
on 18 March 2008 under the laws of the Republic of Italy pursuant to the Securitisation and <strong>Covered</strong> <strong>Bond</strong>s<br />
Law, having its registered office at Foro Buonaparte 70, 20121 Milan, Italy, fiscal code and enrolment with the<br />
companies register of Milan No. 06132280964, enrolled under No. 40685 in the general register of financial<br />
intermediaries held by the Bank of Italy pursuant to article 106 of the Consolidated Banking Act, part of the<br />
Unione di Banche Italiane Group enrolled under No. 3111.2 with the register held by the Bank of Italy in<br />
accordance with article 64 of the Consolidated Banking Act. The Guarantor has no employees and no<br />
subsidiaries.<br />
The Guarantor commenced operations following its entry into the Transaction Documents to which it is a party.<br />
Principal Activities<br />
The duration of the company is up to 31 December 2050 and may be extended. The sole purpose of the<br />
Guarantor under the objects clause in its by-laws is the ownership of the <strong>Covered</strong> Pool and the granting to, inter<br />
alios, the <strong>Covered</strong> <strong>Bond</strong>holders of the <strong>Covered</strong> <strong>Bond</strong> Guarantee.<br />
Quota Capital<br />
The outstanding capital of the Guarantor is Euro10.000, fully paid-up and divided into quotas as described<br />
below. The quotaholders of the Guarantor are as follows:<br />
Quotaholder<br />
Unione di Banche Italiane S.c.p.a. ........................................................................<br />
Stichting Mara ......................................................................................................<br />
Quota<br />
6,000 (60% of the capital)<br />
4,000 (40% of capital)<br />
The Guarantor has not declared or paid any dividends or, save as otherwise described in this <strong>Prospectus</strong>, incurred<br />
any indebtedness.<br />
Quotaholders' Agreement<br />
Under the Quotaholders' Agreement, each Quotaholder has agreed and undertaken to and with each other and the<br />
Representative of the <strong>Covered</strong> <strong>Bond</strong>holders, for the period necessary in order to exercise the call option and the<br />
put option granted thereunder, to keep its quota free and clear of any liens, claims, burdens, encumbrances,<br />
security interests or any other rights of any third parties whatsoever and not to sell, charge, pledge or otherwise<br />
dispose in any manner whatsoever of its quota.<br />
The Quotaholders' Agreement contains put and call options granted pursuant to article 1331 of the Italian Civil<br />
Code in respect of the entire quota of Mara Stichting in the Guarantor's quota capital. In detail, Stichting Mara<br />
has granted <strong>UBI</strong> <strong>Banca</strong> an option to purchase the whole of Stichting Mara's quota and <strong>UBI</strong> <strong>Banca</strong> has granted<br />
Stichting Mara an option to sell such quota, in each case at a price equal to the nominal value of the quota. In<br />
both cases, the option is exercisable exclusively from the later of the Expiry Date and the date falling five years<br />
after the Issue Date of the first Tranche of <strong>Covered</strong> <strong>Bond</strong>s issued under the <strong>Programme</strong>. Any purchase by <strong>UBI</strong><br />
<strong>Banca</strong> may be effected either directly or through another company of the <strong>UBI</strong> <strong>Banca</strong> Group selected by <strong>UBI</strong><br />
<strong>Banca</strong>.<br />
Management<br />
Board of Directors<br />
The following table sets out certain information regarding the current members of the Board of Directors.<br />
Name Position Principal activities performed outside the Guarantor<br />
Renzo Parisotto Chairman —<br />
Andrea Di Cola Independent Director Chartered accountant<br />
Giuseppe Sciarrotta Director —<br />
The business address of the Board of Directors is the Guarantor's registered office at Foro Buonaparte 70, 20121<br />
Milan, Italy.<br />
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