SUPPLEMENT DATED 27 OCTOBER 2016 TO THE PROSPECTUS DATED 26 JULY 2016

Transcription

1 SUPPLEMENT DATED 27 OCTOBER 2016 TO THE PROSPECTUS DATED 26 JULY 2016 BANCA POPOLARE DI MILANO S.C. a r.l. (incorporated with limited liability in the Republic of Italy) 10,000,000,000 Covered Bond Programme unconditionally and irrevocably guaranteed as to payments of interest and principal by BPM Covered Bond S.r.l. (incorporated as a limited liability company in the Republic of Italy) This first Supplement (the Supplement ) to the base prospectus dated 26 July 2016 (the "Prospectus") constitutes a supplement for the purposes of Article 13.1 of Chapter 1 of Part II of the Luxembourg Act dated 10 July, 2005 on prospectuses for securities as amended (the Prospectus Act ) and is prepared in connection with the Euro 10,000,000,000 Covered Bond Programme (the "Programme") established by Banca Popolare di Milano S.c.a.r.l. (the "Bank" or "Issuer") and guaranteed by BPM Covered Bond S.r.l. Capitalised terms used in this Supplement, and not otherwise defined herein, shall have the same meaning ascribed to them in the Prospectus. This Supplement constitutes a supplement to, and should be read in conjunction with, the Prospectus. The Issuer accepts responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and contains no omissions likely to affect its import. Copies of this Supplement and the documents incorporated by reference in the Supplement can be obtained from the registered office of the Issuer and are available on the Luxembourg Stock Exchange website ( The above documents will also be available on the Issuer s website ( Purpose of the Supplement The purpose of this Supplement is to update the information contained in the Prospectus in order to reflect certain recent relevant events. In particular, this Supplement: A) incorporates by reference in the Prospectus: (i) the press release entitled "Merger between Banco Popolare and BPM: received antitrust clearance" issued on 26 July 2016; (ii) the press release entitled "Bipiemme Group Results as at 30 June 2016 Approved" issued by the Issuer on 4 August 2016; (iii) the press releases entitled "Merger between Banco Popolare and BPM: Bank of Italy Authorization for Merger Issued" issued on 8 September 2016; (iv) the press releases entitled "Merger between Banco Popolare and BPM: European Central Bank Authorization Issued" issued on 9 September 2016; (v) the press releases entitled "The Management Board Calls the Extraordinary General Meeting to Discuss the Merger with Banco Popolare" issued on 12 September 2016; (vi) the press releases entitled "BPM and BP Mantova Approve the Spin-Off as Part of the Merger between BPM and Banco Popolare" issued on 22 September 2016; (vii) the press releases entitled "Important Agreements signed by Banca Popolare di Milano and the Trade Unions with regard to BPM's Welfare Programme and Solidarity Fund" issued on 26 September 2016; (viii) the press release entitled "Merger between Banco Popolare and BPM: authorization issued by IVASS" issued on 12 October 2016; (ix) the press release entitled "The general meeting of members of BPM 1

2 approves the merger with Banco Popolare" issued on 15 October 2016; B) discloses the withdrawal of the rating assigned by Fitch to the Covered Bonds; C) updates the paragraphs headed "Risks related to the ratings assigned to the Issuer"; and D) updates the paragraphs headed Recent Developments and "Management" in the section Description of the Issuer and Initial Seller appearing on pages 208 and 211 of the Prospectus. 2

3 A. Documents Incorporated by Reference The information set out below supplements the section of the Prospectus entitled "Documents Incorporated by Reference" on pages 84, 85 and 86 of the Prospectus. By virtue of this Supplement, the following documents which have previously been published or are published simultaneously with it and have been filed with the CSSF shall be incorporated by reference in, and form part of, the Prospectus: (a) (b) (c) (d) (e) (f) (g) (h) (i) the press release entitled "Merger between Banco Popolare and BPM: received antitrust clearance" issued by the Issuer and Banco Popolare Società Cooperativa on 26 July 2016; the press release entitled "Bipiemme Group Results as at 30 June 2016 Approved" issued by the Issuer on 4 August 2016; the press releases entitled "Merger between Banco Popolare and BPM: Bank of Italy Authorization for Merger Issued" issued by the Issuer and Banco Popolare Società Cooperativa on 8 September 2016; the press releases entitled "Merger between Banco Popolare and BPM: European Central Bank Authorization Issued" issued by the Issuer and Banco Popolare Società Cooperativa on 9 September 2016; the press releases entitled "The Management Board Calls the Extraordinary General Meeting to Discuss the Merger with Banco Popolare" issued by the Issuer on 12 September 2016; the press releases entitled "BPM and BP Mantova Approve the Spin-Off as Part of the Merger between BPM and Banco Popolare" issued by the Issuer and Banca Popolare di Mantova S.p.A.on 22 September 2016; the press releases entitled "Important Agreements signed by Banca Popolare di Milano and the Trade Unions with regard to BPM's Welfare Programme and Solidarity Fund" issued by the Issuer on 26 September 2016; the press release entitled "Merger between Banco Popolare and BPM: authorization issued by IVASS" issued on 12 October 2016; and the press release entitled "The general meeting of members of BPM approves the merger with Banco Popolare" issued on 15 October The table below sets out the relevant page references with respect of the information incorporated by reference. Cross Reference List Document Information incorporated Page numbers "Merger between Banco Popolare and BPM: received antitrust clearance" 3

4 Document issued on 26 July 2016 "Bipiemme Group Results as at 30 June 2016 Approved" issued on 4 August 2016 Information incorporated Bipiemme Group - Balance Sheet Reclassified Bipiemme Group - Balance Sheet Reclassified Quarterly Evolution Bipiemme Group - Reclassified Profit & Loss Bipiemme Group - Quarterly Reclassified Profit & Loss Page numbers "Merger between Banco Popolare and BPM: Bank of Italy Authorization for Merger Issued" issued on 8 September 2016 "Merger between Banco Popolare and BPM: European Central Bank Authorization Issued" issued on 9 September 2016 "The Management Board Calls the Extraordinary General Meeting to Discuss the Merger with Banco Popolare" issued on 12 September 2016 "BPM and BP Mantova Approve the Spin-Off as Part of the Merger between BPM and Banco Popolare" issued on 22 September 2016 "Important Agreements signed by Banca Popolare di Milano and the Trade Unions with regard to BPM's Welfare Programme and Solidarity Fund" issued on 26 September 2016 "Merger between Banco Popolare and BPM: authorization issued by IVASS" issued on 12 October 2016 "The general meeting of members 4

5 Document of BPM approves the merger with Banco Popolare" issued on 15 October 2016 Information incorporated Page numbers The information incorporated by reference that is not included in the cross-reference list above, is considered as additional information and is not required by the relevant schedules of Regulation (EC) 809/2004 (as amended). 5

6 B. Withdrawal of the rating assigned by Fitch to the Covered Bonds On 21 October 2016 Fitch Ratings announced the withdrawal of the rating assigned to the Covered Bonds for commercial reasons. Fitch will no longer provide rating or analytical coverage on the Covered Bonds from time to time issued in the context of the Programme. As a consequence, any reference throughout the Prospectus to the rating assigned by Fitch to the Covered Bonds shall be deemed to be deleted. 6

7 C. Risk Factors 1. Risks related to the ratings assigned to the Issuer The paragraph headed "Risks to the ratings assigned to the Issuer" in the section "Risk Factors" appearing on page 34 of the Prospectus shall be supplement by adding the following sentence prior to the paragraph commencing with "Any reduction of the rating levels assigned [ ]": "On 21 October 2016, Moody s Investors Services increased the rating of the long-term deposits of the Issuer from Ba2 to Ba1. Moody s also affirmed BPM's short term senior debt and deposit ratings of "Not-Prime"." 7

8 D. Description of the Issuer and Initial Seller 1. Recent Developments The paragraph headed "Sale of Anima Holding S.p.A." in the section "Description of the Issuer and Initial Seller - Recent Developments" appearing on page 208 of the Prospectus shall be amended as follows (the underlined sentences show the amendments made): "Sale of Anima Holding Spa In the context of the acquisition by Poste Italiane S.p.A. from Banca Monte dei Paschi di Siena S.p.A its 10.3% participation in Anima Holding S.p.A., which acquisition was completed on 25 June 2015, BPM has undertaken: (i) to sell, within 12 months from completion of the acquisition, to third parties that are not connected with BPM and/or Poste Italiane S.p.A. shares held in Anima Holding S.p.A. that are in excess of the threshold established by Article 106 of the Financial Services Act for the launch of compulsory takeover bids; and (ii) not to exercise the voting rights in relation to such shares, unless CONSOB confirms the absence of an obligation to launch a compulsory takeover bid on all shares of Anima Holding S,p.A., in which case the aforementioned undertaking shall become automatically void. The parties have submitted a request for clarification from CONSOB in this connection. On 16 June 2016, CONSOB communicated to BPM that, pursuant to Article 106, paragraph 1-bis of the Financial Services Act, the threshold applicable to the takeover bid of Anima Holding S.p.A. ( Anima ) shares was 25% of its entire share capital. On 27 June 2016, BPM complied with the commitment to sell its shareholding in Anima in excess (considering the shareholding of Poste Italiane S.p.A.) of the threshold set forth in Article 106 of the Financial Services Act by executing a shareholders' agreement signed by Banca Popolare di Milano Scarl and Poste Italiane SpA on 26 June 2015 (the "Agreement"), under which the parties conferred and tied all of the shares held by them in Anima. The transaction has a positive impact on the Bank s Common Equity Tier 1 phase-in and fully phased ratio of 7 basis points and 3 basis points, respectively. As at the date of this Prospectus, BPM s total interests in Anima amounts to 14.67%. On 14 October 2016 Poste Italiane S.p.A. notified BPM of its termination of the Agreement which, as a consequence, will cease to have effect between the parties from 16 April 2017, being the original expiration date of the Agreement." Management The table under paragraph headed "The Management Board" in the section "Description of the Issuer and Initial Seller Management" appearing on page 211 of the Prospectus will be replaced by the following: Name Office Current other main positions Mario Anolli Chairman None Giuseppe Castagna Managing Director and None General Manager Paola De Martini Member Vice President and Global head of Tax STMicroelectronics International.; Director of Tiscali S.p.A.; Graziano Tarantini Member Member and Vice President of the Board of Directors of BFS Partner S.p.A.; Member and Vice President of the Board of Directors of Capfin S.p.A.; Member and President of the Board of Directors of Fondazione San Benedetto Educazione Libertà Sviluppo; Member and President of 8

9 Name Office Current other main positions the Board of Directors of Banca Akros S.p.A.; 9

10 * * * * To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Prospectus by this Supplement and (b) any other statement in or incorporated by reference in the Prospectus, the statements in (a) above will prevail. Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus since the publication of the Prospectus. In accordance with Article 13.2 of Chapter 1 of Part II of the Prospectus Act, investors who have already agreed to purchase or subscribe for the securities before this Supplement is published have the right, exercisable within two working days after the publication of this Supplement (being 29 October 2016) to withdraw their acceptances. 10