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 />
Listing and Admission to Trading<br />
GENERAL INFORMATION<br />
This <strong>Prospectus</strong> has been approved as a base prospectus issued in compliance with the <strong>Prospectus</strong> Directive by<br />
the FSA in its capacity as competent authority in the United Kingdom for the purposes of the <strong>Prospectus</strong><br />
Directive. Application has been made for <strong>Covered</strong> <strong>Bond</strong>s issued under the <strong>Programme</strong> to be listed on the official<br />
list and admitted to trading on the regulated market of the London Stock Exchange.<br />
However, <strong>Covered</strong> <strong>Bond</strong>s may be issued pursuant to the <strong>Programme</strong> which will be unlisted or be admitted to<br />
listing, trading and/or quotation by such other competent authority, stock exchange or quotation system as the<br />
Issuer and the relevant Dealer(s) may agree.<br />
The FSA may, at the request of the Issuer, send to the competent authority of another Member State of the<br />
European Economic Area: (i) a copy of this <strong>Prospectus</strong>; (ii) a certificate of approval attesting that this <strong>Prospectus</strong><br />
has been drawn up in accordance with the <strong>Prospectus</strong> Directive; and (iii) if so required by the competent<br />
authority of such Member State, a translation into the official language(s) of such Member State of a summary of<br />
this <strong>Prospectus</strong>.<br />
Authorisations<br />
The update of the <strong>Programme</strong> has been duly authorised by a resolution of the management board of the Issuer<br />
dated 9 June 2009, the giving of the <strong>Covered</strong> <strong>Bond</strong> Guarantee has been duly authorised by the resolutions of the<br />
board of directors of the Guarantor dated 25 June 2008 and 21 July 2008 and the update of the <strong>Programme</strong> has<br />
been duly authorised by the resolutions of the board of directors of the Guarantor dated 10 July 2009 and 22 July<br />
2009.<br />
Legal and Arbitration Proceedings<br />
There are no governmental, legal or arbitration proceedings, (including any such proceedings which are pending<br />
or threatened, of which the Issuer or the Guarantor is aware), which may have, or have had during the 12-months<br />
prior to the date of this <strong>Prospectus</strong>, a significant effect on the financial position or profitability of the Issuer, the<br />
Guarantor or their respective Subsidiaries.<br />
Trend Information<br />
Since 31 March 2009, there has been no material adverse change in the prospects of the Issuer or the Guarantor.<br />
No Significant Change<br />
Since 31 March 2009, there has been no significant change in the financial or trading position of the <strong>UBI</strong> <strong>Banca</strong><br />
Group.<br />
Since 31 December 2008, there has been no significant change in the financial or trading position of the<br />
Guarantor.<br />
Minimum Denomination<br />
Where <strong>Covered</strong> <strong>Bond</strong>s issued under the <strong>Programme</strong> are admitted to trading on a regulated market within the<br />
European Economic Area or offered to the public in a Member State of the European Economic Area in<br />
circumstances which require the publication of a prospectus under the <strong>Prospectus</strong> Directive, such <strong>Covered</strong> <strong>Bond</strong>s<br />
will not have a denomination of less than Euro50,000 (or, where the <strong>Covered</strong> <strong>Bond</strong>s are issued in a currency<br />
other than Euro, the equivalent amount in such other currency).<br />
Documents on Display<br />
So long as <strong>Covered</strong> <strong>Bond</strong>s are capable of being issued under the <strong>Programme</strong>, copies of the following documents<br />
will, when published, be available (in English translation, where necessary) free of charge during usual business<br />
hours on any weekday (Saturdays, Sundays and public holidays excepted) for inspection at the registered office<br />
of the Issuer:<br />
(a)<br />
the By-laws of the Issuer and the constitutive documents of the Guarantor;<br />
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