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 />
SUBSCRIPTION AND SALE<br />
<strong>Covered</strong> <strong>Bond</strong>s may be sold from time to time by the Issuer to any one or more of the Dealers. The arrangements<br />
under which <strong>Covered</strong> <strong>Bond</strong>s may from time to time be agreed to be sold by the Issuer to, and purchased by,<br />
Dealers are set out in the <strong>Programme</strong> Agreement. Under the <strong>Programme</strong> Agreement, the Issuer and the Dealer(s)<br />
have agreed that any <strong>Covered</strong> <strong>Bond</strong>s of any Series which may from time to time be agreed between the Issuer<br />
and any Dealer(s) to be issued by the Issuer and subscribed for by such Dealer(s) shall be issued and subscribed<br />
for on the basis of, and in reliance upon, the representations, warranties, undertakings and indemnities made or<br />
given or provided to be made or given pursuant to the terms of the <strong>Programme</strong> Agreement. Any such agreement<br />
will, inter alia, make provision for the terms and conditions of the relevant <strong>Covered</strong> <strong>Bond</strong>s, the price at which<br />
such <strong>Covered</strong> <strong>Bond</strong>s will be purchased by the Dealers and the commissions or other agreed deductibles (if any)<br />
payable or allowable by the Issuer in respect of such purchase. The <strong>Programme</strong> Agreement makes provision for<br />
the resignation or termination of appointment of existing Dealers and for the appointment of additional or other<br />
Dealers either generally in respect of the <strong>Programme</strong> or in relation to a particular Tranche of <strong>Covered</strong> <strong>Bond</strong>s.<br />
United States of America: Regulation S Category 2; TEFRA D or TEFRA C as specified in the relevant Final<br />
Terms or neither if TEFRA is specified as not applicable in the relevant Final Terms.<br />
The <strong>Covered</strong> <strong>Bond</strong>s have not been and will not be registered under the Securities Act and may not be offered or<br />
sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions<br />
exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings<br />
given to them by Regulation S.<br />
The <strong>Covered</strong> <strong>Bond</strong>s are subject to U.S. tax law requirements and may not be offered, sold or delivered within the<br />
United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax<br />
regulations. Terms used in this paragraph have the meanings given to them by the United States Internal<br />
Revenue Code and regulations thereunder.<br />
Each Dealer has agreed that, except as permitted by the <strong>Programme</strong> Agreement, it will not offer, sell or deliver<br />
<strong>Covered</strong> <strong>Bond</strong>s, (i) as part of their distribution at any time or (ii) otherwise until 40 days after the completion of<br />
the distribution of the <strong>Covered</strong> <strong>Bond</strong>s comprising the relevant Tranche, as certified to the Principal Paying Agent<br />
or the Issuer by such Dealer (or, in the case of a sale of a Tranche of <strong>Covered</strong> <strong>Bond</strong>s to or through more than one<br />
Dealer, by each of such Dealers as to the <strong>Covered</strong> <strong>Bond</strong>s of such Tranche purchased by or through it, in which<br />
case the Principal Paying Agent or the Issuer shall notify each such Dealer when all such Dealers have so<br />
certified) within the United States or to, or for the account or benefit of, U.S. persons, and such Dealer will have<br />
sent to each dealer to which it sells <strong>Covered</strong> <strong>Bond</strong>s during the distribution compliance period relating thereto a<br />
confirmation or other notice setting forth the restrictions on offers and sales of the <strong>Covered</strong> <strong>Bond</strong>s within the<br />
United States or to, or for the account or benefit of, U.S. persons.<br />
In addition, until 40 days after the commencement of the offering of <strong>Covered</strong> <strong>Bond</strong>s comprising any Tranche,<br />
any offer or sale of <strong>Covered</strong> <strong>Bond</strong>s within the United States by any dealer (whether or not participating in the<br />
offering) may violate the registration requirements of the Securities Act.<br />
Public Offer Selling Restriction Under the <strong>Prospectus</strong> Directive<br />
In relation to each Member State of the European Economic Area which has implemented the <strong>Prospectus</strong><br />
Directive (each, a "Relevant Member State"), each Dealer has represented, warranted and agreed, and each<br />
further Dealer appointed under the <strong>Programme</strong> will be required to represent, warrant and agree, that with effect<br />
from and including the date on which the <strong>Prospectus</strong> Directive is implemented in that Relevant Member State<br />
(the "Relevant Implementation Date") it has not made and will not make an offer of <strong>Covered</strong> <strong>Bond</strong>s which are<br />
the subject of the offering contemplated by the <strong>Prospectus</strong> as completed by the Final Terms in relation thereto<br />
(or are the subject of the offering contemplated by a Drawdown <strong>Prospectus</strong>, as the case may be) to the public in<br />
that Relevant Member State except that it may, with effect from and including the Relevant Implementation<br />
Date, make an offer of such <strong>Covered</strong> <strong>Bond</strong>s to the public in that Relevant Member State:<br />
(a)<br />
(b)<br />
Authorised institutions: at any time to legal entities which are authorised or regulated to operate in the<br />
financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in<br />
securities;<br />
Significant enterprises: at any time to any legal entity which has two or more of (1) an average of at<br />
least 250 employees during the last financial year; (2) a total balance sheet of more than Euro43,000,000<br />
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