External Execution / Transmission Policy

Transcription

1 UniCredit UniCredit Bank Bank AG AG Milan External Execution / Transmission Policy Edition Page 1 of 16

2 TABLE OF CONTENTS 1 PRELIMINARY PROVISIONS INTRODUCTION ASCERTAINING THE CUSTOMER S INTEREST Pricing Costs Other aspects of order execution / transmission ASSET CLASSES TRADING HOURS TRADING VENUES / BROKERS PLACEMENT OF NEW ISSUES EXECUTION / TRANSMISSION OF ORDERS GENERAL PROVISIONS SHARES AND SIMILAR SECURITIES Domestic shares Foreign shares SUBSCRIPTION RIGHTS FIXED-INCOME SECURITIES Bonds in Euro COVERED WARRANTS AND CERTIFICATES LISTED DOMESTICALLY Not listed self-issued Certificates COVERED WARRANTS AND/OR CERTIFICATES LISTED IN OTHERS COUNTRIES DERIVATIVES Exchange-traded derivatives Non exchange traded derivative contracts and forward transactions FINAL PROVISIONS...13 ANNEX ASSET CLASS...14 ANNEX TRADING VENUES...15 ANNEX BROKERS...16 Page 2 of 16

3 1 Preliminary provisions 1.1 Introduction This informative ( External Execution/Transmission Policy, hereinafter Policy ), has been prepared by UniCredit Bank AG, (hereinafter also referred to as the Bank ), in accordance with requirements as set out in the European Union s Markets in Financial Instruments Directive (MiFID) and Italian rules. According to this Policy the Bank, with regard to particular kinds of financial instruments and/or in certain circumstances (i.e., to provide more liquidity or to reduce the settlement risk), can execute the customer s orders off the regulated exchanges and Multilateral Trading Facilities (hereinafter MTF ), as followed detailed. Following the explicit consent provided by the customers, the Bank can execute off exchange transactions (hereinafter over the counter or OTC ) in listed instruments. According to MiFID laws and regulations customers can be classified as: Retail Customers, Professional Customers and Eligible Counterparties. The Bank has no direct relationship with retail customers. UniCredit Bank AG Milan branch only deals with Professional Customers or Eligible Counterparties. This Policy does not apply to Eligible Counterparties, except when they explicitly request to be treated as Professional Clients. Please note that the term domestic refers to Italy and the term foreign refers to countries other than Italy. Information on financial instruments subject to this policy is available in Section Ascertaining the customer s interest Pursuant to laws and regulations in force, the Policy includes, in respect of each class of financial instruments, information on the trading venues where the investment firm will execute or transmit (where it hasn t got a direct access) client orders and the factors affecting the choice of the trading venue concerned. These trading venues are those enabling the Bank to obtain on a consistent basis the best possible result for the execution of client orders (hereinafter also Best Execution ). Determining the best possible place of execution does not imply any guarantee that the best result will in fact be achieved for each individual order. The Bank will apply its Policy to each individual order with a view to obtain the best possible result in accordance with the terms of the execution / transmission declared policy. It is critical that the procedure used typically leads to the best possible result for the customer The Bank is obliged to prepare this Execution Policy within the framework of statutory guidelines. The Bank sets up the Execution Policy at its own equitable discretion. In doing so, the Bank has taken the following factors into account; the order by which the factors are weighted depends on the specific features of the instruments: The price of the financial instrument; Page 3 of 16

4 The costs associated with executing the order; The speed of the execution; The probability of the execution and processing of the order; The probability of the settlement; Other features related to order execution. Due to the static nature of the Policy, we inform you that the order type and order volume criteria have not been considered relevant in order to determine the best trading venue; however on a single order basis, in the Client interest and under particular market conditions and/or for specific financial instruments, these factors are taken into account in order to decide whether to execute this type of orders against our proprietary account or not. In selecting the trading venues, the Bank has preferred the venues showing the highest liquidity for the single kind of financial instruments, the Bank has also considered whether it can trade there directly or whether it has to use an intermediary. If the customer wants to execute an order at a trading venue other than the one indicated in the Policy, he has to give specific instructions accordingly Pricing The Bank assesses the pricing mechanisms of the trading venues in order to determine whether a trading venue is beneficial with regard to pricing. In particular, the price quality depends on the number of market participants, the possibility of commissioning market makers and by the process of price generation (order driver, quote driven or hybrid models). In general, the Bank s preference goes to the lead stock exchange (reference market principle), if present Costs Costs evaluation has been differentiated according to the execution type, as follows: Direct execution by the Bank on the markets The sole cost is the Bank s fee, including all the expenses charged by third parties (stock exchanges; central counterparty and settlement agents) and/or related to market access Indirect execution through an intermediary If the Bank does not have direct access to a trading venue, it will execute the order in that venue transmitting it to an intermediary (broker). In this case, the costs include those described under as well as the costs of the intermediary Special features of fixed-price transactions with the Bank The Bank normally offers to the Client, for some categories of financial instruments, also the possibility to execute the orders against the Bank s proprietary account. The Bank executes the trades on these instruments against its proprietary account, at a fixed price, agreed with the Client. During regular trading hours the Bank offers binding prices on request, depending on the market conditions and on the overall costs associated with transaction execution. The OTC fixed price includes all trading costs. Page 4 of 16

5 The OTC fixed price is also used for the execution of orders with a limit price of the customers of the network UCI Spa on unlisted securities. Chapter 2 of the present Policy includes a description of the way by which the Bank offers the closing of OTC fixed price transactions Other aspects of order execution / transmission The Bank has also taken into account the following aspects of order execution / transmission, in accordance with legal requirements Speed of execution Speed of execution refers to the period of time between the acceptance of the order and the moment when it can be executed at the trading venue. The speed of execution at a trading venue is determined to a significant extent by the type of the market model Probability of execution and settlement The probability that an order is executed at a trading venue is determined to a significant extent by the liquidity at that venue. Concerning probability of settlement, the Bank refers to the risk of problematic settlement of securities transactions, which could have a negative impact on delivery or payment. 1.3 Asset classes Financial instruments with similar terms and conditions are pooled together to form asset classes and are treated equally within the context of the Execution Policy within an asset class. Please, refer to Annex 1 for the complete Asset Class list. 1.4 Trading hours Daily trading hours follow the Stock Exchanges rules. The client willing to insert orders during the After Hours market session has to specify it; otherwise the order will be executed on the same market place, the next trading day. 1.5 Trading venues / Brokers In order to enduringly ensure the most advantageous conditions to its Clients, the Bank has examined and assessed various trading venues such as regulated markets, multilateral trading systems, systematic internalizers, market makers and other liquidity providers. The Annex 2 lists the complete Trading Venues list currently used by the Bank. The access to the markets through Munich headquarters is considered direct access. The Bank gives mandate to intermediaries every time it doesn t have a direct connection. The Bank chooses the intermediaries between primary international brokers, taking into account the intermediaries Execution Policy, and basing on criteria such as: the Direct Market Access availability to a wide range of trading venues, availability of an electronic platform, leased lines, and reliability on settlement. Page 5 of 16

6 In order to guarantee the Best Execution in the Customer s interest, the Bank will periodically review its choices. Please, refer to Annex 3 for the complete Broker list currently used by the Bank. With reference and limited to the cases specifically detailed in Chapter 3, the Bank reserves the right to execute the order on own account in order to provide to the Customer more liquidity and to reduce the settlement risk on particular kinds of financial instruments and/or in certain market circumstances. 1.6 Placement of new issues For new listings in the form of Initial Public Offerings (IPO's) all allocation decisions concerning institutional investors are made by the so called Joint Bookrunners in consultation with the Company and the Selling Shareholders, on the basis of quality and quantity of demand and taking into account the following criteria to rank investors (criteria listed in no particular order): a. Investors providing price leadership at an early stage, b. Investors placing orders not subject to price limits, c. Investors perceived as long-term shareholders, d. Participation in marketing events, including investor education and roadshow, e. Investors placing of orders, which do not appear to be artificially inflated. During the Public Offering, if the demand is consistent with the offer, usually a pre-agreed minimum number of shares (minimum size) is guaranteed to all the Retail Customers. In case demand from retail investors exceeds available shares reserved to the Public Offer, a random drawing of lots usually occurs, according to specific procedures finalized to guarantee fair and impartial allocations. The technical criteria that regulate allocations to retail investors are illustrated in the Public Offering Prospectus. As the Bank does not directly supply any investment services to Retail Clients, in the event of a Public Offering, the Bank in allocating shares always refers to intermediaries in direct relation with these customers. Although best execution rules do not apply to placements, this paragraph has been included in this Policy to point out the Bank s rules of conduct in placing financial instruments. Page 6 of 16

7 2 Execution / Transmission of Orders 2.1 General provisions The Bank selects the trading venue / Broker ensuring the best possible result on a consistent basis by considering the characteristics of each order. The customers are allowed to give specific instructions, for each single order, with regard to the trading venue and/or to the other aspects of the same order. In such case, the Bank executes the order according to the customer s explicit instructions and will apply this Policy only to the aspects different from the specification of the trading venue and/or the other specified elements, considering accomplished the commitment to provide the best possible result for the Client. Note: Customers giving instructions, for the execution on a market venue different from the one indicated in the policy, act at their own risk; any specific instruction supplied by the Customers can prejudice the achievement of the best possible result, referring to the elements of such instructions. The Bank will not alert the customer to this fact for each individual order executed according to the Customer s specific instructions. 2.2 Shares and similar securities Besides shares this asset class includes: Exchange Traded Funds (ETFs), Exchange Traded Commodities (ETCs) and listed Mutual Funds as well as, if quoted, convertible bonds and equity warrants because they are listed in the same market segment of the reference shares Domestic shares Domestic Shares are traded in Italy, at the Italian Stock Exchange (Hereinafter, Borsa Italiana ). Orders on Shares of Exchange Traded Funds, Exchange Traded Commodities (ETCs) and listed Mutual Funds units are usually executed over Borsa Italiana s electronic trading system named ETF Plus ( Mercato Telematico degli OICR ed ETF ). Orders on shares of listed mutual funds, ETF and ETC don t listed on Borsa Italiana are executed via broker on the most liquid foreign markets. The client willing to insert orders after the official market session (so named After Hours : trading time between 17:30 and 20:30) has to specify it; otherwise the order will be executed on the relevant trading system, the next trading day. The most liquid trading venue for ETFs is usually found outside of exchanges (over the counter or OTC). For all securities belonging to this asset class, and upon explicit Client request, the Bank, always with the scope to achieve the best result in the Client interest, additionally offers an additional dealing opportunity acting directly with the clients (own account) at prices in line with market conditions, the so called OTC fixed price. The Bank is under no obligation to quote. When, during regular trading hours, the Bank offers on Client request binding prices, this price depends on the market condition and knowledge of all costs associated with executing the transaction. If the Client agrees the price, the transaction is completed. In this case the Bank guarantees the immediate and full execution of the order. On customer request, the Bank can execute the order adding to the price a commission pre-agreed with the client. Page 7 of 16

8 The customer who wants an order to be executed, as an over-the-counter transaction, must expressly indicate it or provide its previous own consent Foreign shares Generally, the primary stock exchange (normally the market in the issuer s country of origin or the lead stock exchange, if different) offers the highest liquidity and therefore routinely the highest probability that the order will be executed at the best price. Orders on Foreign Shares are executed at the primary trading venue via broker. The shares with currency of issue different from Euro, deposited at Monte Titoli and listed in Euro at EuroTLX, are solely traded at the origin MTF EuroTLX. 2.3 Subscription rights As the rights are strictly linked to the reference shares, all the factors and considerations valid for domestic and foreign shares, also apply to this asset class. 2.4 Fixed-income securities Interest-bearing securities (i.e. Government Bonds, sovereign bonds, supranational bonds, eurobonds, corporate bonds) and money market securities belong to this class. This asset class is divided into the subclasses "bonds in euros" and "bonds in foreign currencies" Bonds in Euro The Bank divides bonds in euros into further subclasses Italian Government Bonds Primary Market: the Bank of Italy is the sole and therefore best execution venue, in relation to the Government Bonds Issue Auctions. Secondary Market: Borsa Italiana (segment MOT) and EuroTLX SIM S.p.A (MTF EuroTLX) are the two secondary markets of Italian treasury bonds. For the purposes of assessing the best execution venue, it was considered appropriate to identify, within the subclass Italian government bonds, the following segments: o BOT o BTP short o BTP medium o BTP long o CCT o CTZ o BTP inflation Weighting all the different factors, as reported in the chapter 1.2, the Bank has evaluated EuroTLX as best execution venue on the following segments: BOT; BTP short; BTP medium; BTP long and CTZ. MOT is instead the best execution venue on segments CCT and BTP inflation. Page 8 of 16

9 The most liquid trading venue for bonds is usually found outside of exchanges (over the counter or OTC) on the basis of prices quotation through trading platforms with reserved access to the intermediaries and/or Institutional Counterparties (i.e.; Bloomberg, Reuters, etc.). For all securities belonging to this asset class, the Bank, always with the scope to achieve the best result in the Client interest, additionally offers the further dealing opportunity acting directly with the clients (own account) at prices in line with market conditions, the so called OTC fixed price. The Bank is under no obligation to quote. When, during regular trading hours, the Bank offers on Client request binding prices, this price depends on the market condition and knowledge of all costs associated with executing the transaction. If the Client agrees the price, the transaction is completed. In this case the Bank guarantees the immediate and full execution of the order. The customer who wants an order to be executed, as an over-the-counter fixed price transaction, must expressly indicate it or provide its previous own consent Other domestically listed Debt Securities Orders on other Sovereign bonds, supranational bonds, corporate and bank bonds, emerging markets bonds, equity-linked bonds (including bonds linked to shares of Mutual Funds), are executed on EuroTLX. For the debt securities belonging to this same asset class, solely quoted at Borsa Italiana in the segments MOT/EuroMOT, customer s orders will be executed in these regulated Stock Exchanges The most liquid trading venue for bonds is usually found outside of exchanges (over the counter or OTC) on the basis of prices quotation through trading platforms with reserved access to the intermediaries and/or Institutional Counterparties (i.e.; Bloomberg, Reuters, etc.). For all securities belonging to this asset class, the Bank, always with the scope to achieve the best result in the Client interest, additionally offers an additional dealing opportunity acting directly with the clients (own account) at prices in line with market conditions, the so called OTC fixed price. The Bank is under no obligation to quote. When, during regular trading hours, the Bank offers on Client request binding prices, this price depends on the market condition and knowledge of all costs associated with executing the transaction. If the Client agrees the price, the transaction is completed. In this case the Bank guarantees the immediate and full execution of the order. The customer who wants an order to be executed, as an over-the-counter fixed price transaction, must expressly indicate it or provide its previous own consent Branded Issues Branded issues means both own issues (UniCredit Group s issues) and third parties issues, for which the Bank has performed a role in the issuing phase (structuring, calculation agent ) intended for distribution both within and outside the Group Deals on such financial instruments, prior to the listing at a regulated market, take place in direct exchange, as OTC fixed-price transactions with the Bank. During this phase, the Bank, acting as the only liquidity provider for such instruments, executes Group s network orders Bonds in Euro not listed domestically The most liquid trading venue for bonds is usually found outside of exchanges (over the counter or OTC) on the basis of prices quotation through trading platforms with reserved access to the intermediaries and/or Institutional Counterparties (i.e.; Bloomberg, Reuters, etc.). For all securities belonging to this asset class, the Bank, always with the scope to achieve the best result in the Client interest, additionally offers an additional dealing opportunity acting directly with the clients (own account) at Page 9 of 16

10 prices in line with market conditions, the so called OTC fixed price. The Bank is under no obligation to quote. When, during regular trading hours, the Bank offers on Client request binding prices, this price depends on the market condition and knowledge of all costs associated with executing the transaction. If the Client agrees the price, the transaction is completed. In this case the Bank guarantees the immediate and full execution of the order. The customer who wants an order to be executed as an over-the-counter fixed price transaction, on securities listed at EU regulated markets/mtf, must expressly indicate it or provide its previous own consent. For all not listed securities, with scarce liquidity, traded only by a market maker (normally the issuer or its arranger) the Bank executes the orders as third parties, over the counter by the Market Maker (over the counter transactions with commission application: so called OTC Commission Transactions ). In these cases on market maker prices are applied brokerage commissions Bonds in foreign currencies listed domestically Some bonds issued in currencies different from Euro are quoted at Borsa Italiana s Euromot market and at EuroTLX MTF. Sovereign bonds, supranational bonds, corporate and Bank bonds, emerging markets bonds, will be executed on EuroTLX. For debt securities belonging to this asset class, solely quoted at Borsa Italiana in the segments MOT/ EuroMOT, customer s orders will be executed in this regulated Exchange. The most liquid trading venue for these bonds is usually found outside of exchanges (over the counter or OTC) on the basis of prices quotation through trading platforms with reserved access to the intermediaries and/or Institutional Counterparties (i.e.; Bloomberg, Reuters, etc.). For all securities belonging to this asset class, the Bank, always with the scope to achieve the best result in the Client interest, additionally offers additional dealing opportunities acting directly with the clients (own account) at prices in line with market conditions, the so-called OTC fixed price. The Bank is under no obligation to quote such prices. When, during regular trading hours, the Bank offers on Client request binding prices, this price depends on the market condition and knowledge of all costs associated with executing the transaction. If the Client agrees the price, the transaction is completed. In this case the Bank guarantees the immediate and full execution of the order. The customer who wants an order to be executed, as an over-the-counter fixed price transaction must expressly indicate it or provide its previous own consent Bonds in foreign currencies not listed domestically The most liquid trading venue for these bonds is usually found outside of exchanges (over the counter or OTC) on the basis of prices quotation through trading platforms with reserved access to the intermediaries and/or Institutional Counterparties (i.e.; Bloomberg, Reuters, etc.). For all securities belonging to this asset class, the Bank, always with the scope to achieve the best result in the Client interest, additionally offers further dealing opportunities acting directly with the clients (own account) at prices in line with market conditions, the so called OTC fixed price. The Bank is under no obligation to quote such prices. When, during regular trading hours, the Bank offers on Client request binding prices, this price depends on the market condition and knowledge of all costs associated with executing the transaction. If the Client agrees the price, the transaction is completed. In this case the Bank guarantees the immediate and full execution of the order.. Page 10 of 16

11 The customer who wants an order to be executed as an over-the-counter fixed price transaction, on securities listed at EU regulated markets/mtf, must expressly indicate it or provide its previous own consent. For all not listed securities, especially not liquid, traded only by a market maker (normally the issuer or its arranger) the Bank execute the orders as third parties, over the counter by the Market Maker (over the counter transactions with commission application: so called OTC Commission Transactions ). In these cases on market maker prices are applied brokerage commissions. 2.5 Covered Warrants and Certificates listed domestically Covered Warrants are traded in Italy, at Borsa Italiana (SEDEX). Borsa Italiana is the trading venue ensuring the best possible result. Orders on Certificates are executed on EuroTLX. For all Certificates not listed at EuroTLX,the Bank executes Client orders on Borsa Italiana Not listed self-issued Certificates Acquisition and disposal of self-issued Certificates not yet listed at a regulated market occur as an OTC fixed-priced deal with the Bank. During this phase, the Bank, acting as the only liquidity provider for such instruments, executes Group s network orders. 2.6 Covered Warrants and/or Certificates listed in others countries Orders for Covered Warrants and/or Certificates listed in others countries are executed on their respective home stock exchange via broker. 2.7 Derivatives This asset class includes options, swaps, forward rate agreement, futures and all other derivative contracts linked to securities, currencies, interest rates, commodities, other derivative instruments, financial indexes or measures, climate variables, issuing rights, inflation rates and other official economic variables that can be settled in cash or with the physical delivery of the underlying. This class is divided into the subclasses Exchange-traded derivatives and Non exchange traded derivatives and forward contracts Exchange-traded derivatives UniCredit Bank AG Milan branch will execute on the only available trading venue, IDEM (Italian Derivatives Market), the following contracts: Futures, minifutures and options on S&P/MIB index; Futures and options on single stocks. Orders on derivatives listed abroad, are executed on the foreign derivatives exchanges or through broker of the Munich headquarters. Page 11 of 16

12 2.7.2 Non exchange traded derivative contracts and forward transactions Further to derivative contracts mentioned in 2.7, also securities repurchase agreements and Buy/Sell- Back-Deals belong to this Asset Class. The trade is done at the terms directly agreed between the parties. The Bank guarantees that the terms are in line with market conditions. A repurchase agreement (or repo) is a contract between two parties whereby one party sells to the other a security that repurchases with forward date at a specified price. The repurchase price depends on the sell price and on the interest rate agreed by the parties. Page 12 of 16

13 3 Final provisions For financial instruments that cannot be allocated to the above-mentioned Asset Classes, the Bank will ask specific instructions to the customer. If, due to public holidays, particular events concerning the selected trading venue or technical restrictions at the time of the order receipt the Bank is unable to execute it according to a the terms of this Policy, the order can be executed at a different venue, if the customer s interests are maintained, in terms of price, costs, speed of execution, probability of execution and probability of settlement. If the alternative trading venues is not available, the Bank will ask for instructions from the customer. This Policy is subject to periodical review - at least once a year - and in any case whenever tangible circumstances may affect the ability of the Bank to obtain the best possible result for the client. Customers will be immediately and adequately informed of any significant changes to the Policy. Page 13 of 16

14 ASSET CLASS Annex 1 a. Shares and similar securities i. Domestic Shares, foreign Shares, Exchange Traded Funds (ETFs), Exchange Traded Commodities (ETCs), listed Mutual Funds, convertible bonds, listed warrants on domestic or Italian shares b. Subscription rights i. Listed subscription rights c. Fixed-income securities Bonds in Euro: i. Italian Government Bonds ii. Other domestically listed Debt Securities: sovereign bonds, supranational bonds, corporate and Bank bonds, Eurobonds, emerging markets bonds, share linked bonds (including bonds linked to shares of Mutual Funds) iii. Branded issues, also UniCredit Group s issues, not yet listed at a regulated domestic market iv. Bonds in Euro not listed on domestic markets Bonds in foreign currencies: i. Bonds in foreign currencies listed domestically ii. Bonds in foreign currencies not listed domestically d. Covered Warrants and Certificates i. Covered warrant and certificates listed domestically ii. Not listed self-issued Certificates iii. Covered Warrants and/or Certificates listed in others countries e. Derivatives i. Exchange-traded derivatives ii. Non exchange traded derivative contracts iii. Repurchase agreement Page 14 of 16

15 TRADING VENUES Annex 2 ITALY: MTA; AIM ITALIA Mercato Alternativo del Capitale; SEDEX; MOT/EuroMOT, IDEM; ETFplus; TAH -Trading After hours (MTF); ExtraMOT; EuroTLX ENGLAND: EURONEXT LIFFE* GERMANY: EUREX AUSTRIA: ÖTOB* USA: CME* *to which UniCredit Bank AG Milan has access also through the Head Office Page 15 of 16

16 Annex 3 BROKERS SECURITIES Morgan Stanley International. Page 16 of 16