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Unicaja Banco announces that the prospectus for its share offering has been approved and registered

15/06/2017

The National Securities Market Commission (CNMV) has today approved and registered the prospectus for the offering and admission to trading of the shares of Unicaja Banco (the “Offering”), representing a significant milestone in the process of becoming a public company.

The indicative and non-binding price range agreed for the Offering is between 1.10 and 1.40 euros per share, equivalent to a market capitalisation of between 1.7 and 2.2 billion euros after the Offering, without taking into account any exercise of the green-shoe option. The Offering will take place through a process of book-building which will culminate in the fixing of a final price, which is expected to take place on or around June 28, to be announced through publication of a relevant fact disclosure (hecho relevante).

The Offering is aimed exclusively at Spanish and international institutional investors, and it is envisaged that the shares will be listed for trading on the stock exchanges of Madrid, Barcelona, Bilbao and Valencia, as well as quoted on the Automated Quotation System (Sistema de Interconexión Bursátil Español or Mercado Continuo), on or around June 30 under the symbol “UNI”.

Unicaja Banco will initially issue 625 million shares (without taking into consideration those issued, if applicable, as a consequence of the exercise of the green-shoe option) representing 40.3% of the share capital of Unicaja Banco after the Offering.

Unicaja Banco envisages a free float of 48.3% of its share capital without taking into account the green-shoe option.

This operation will contribute to sustaining the management that Unicaja Banco has demonstrated until now based on prudence and responsibility. The share offering will also strengthen its capital after the redemption in full of the outstanding contingent convertible bonds of EspañaDuero subscribed by the FROB (604 million euros), as well as allow it to finance the acquisition of the FROB’s shareholding in EspañaDuero for 62 million euros. The admission to trading of Unicaja Banco’s ordinary shares will also provide liquidity to its minority shareholders.

In the same way, the listing of Unicaja Banco’s shares will reinforce its medium- and long-term growth, which will focus on building its national business, where it holds a clear leadership position in its home regions of Andalucía and Castilla y León. In this respect, the Unicaja Group has set certain targets for 2020, including achieving a ROE of above 8%, a cash dividend pay-out ratio of approximately 40% and a fully-loaded CET1 ratio of above 12%. These targets are based on a number of assumptions and are subject to certain risks, as described in the prospectus.

The coordinating entities for the transaction are: Rothschild is acting as financial adviser to Unicaja Banco for the Offering; Morgan Stanley & Co. International and UBS Limited are the Joint Global Coordinators and Bookrunners; Citigroup Global Markets Limited and Credit Suisse Securities (Europe) Limited are the additional Bookrunners; and Alantra Capital Markets, S.V., S.A.U., Fidentiis Equities, S.V., S.A. and Stifel Nicolaus Europe Limited (operating as Keefe, Bruyette & Woods) are the Co-lead Managers.


The prospectus for the Offering is available on the respective websites of the CNMV (www.cnmv.es), and of Unicaja Banco (www.unicajabanco.es).