Exhibit 29
----------
Letter agreement
----------------
UniCredit Banca Mobiliare SpA (UBM) and Olimpia Spa (Client) (together: the
Parties) agree that the definitions of Number of Shares and Initial Price in the
Share Swap transaction (see Annex) that the Parties have agreed to sign, will
result from the procedure as stated herebelow:
Trade Date: 20 November 2001
Maximum Purchase Price (Pmax): Maximum price for the Purchase of
Olivetti Shares on Milan Stock
Exchange, equal to 1.37(euro)uro per
Share.
Number of Shares: an amount of Olivetti Shares that
UBM will purchase on behalf of a
third party/third parties (or, at
UBM's option, will procure that a
third party/third parties purchase)
on the Milan Stock Exchange on a
best effort basis during the period
starting from and including the
Trade Date up to 10 Exchange
Business Days, being agreed that:
- there will be no buying of shares
above Pmax
- Number of Shares will be no
greater than 131.750.000
Initial Price: the weighted average
price per Share at which UBM will
purchase or procure the purchase of,
as provided above, the Number of
Shares.
The Parties aknowledge that the Maximum Purchase Price as defined above can be
modified subject to mutual agreement also before the 10 days are elapsed.
Please confirm that the foregoing correctly sets forth the terms of our
agreement by signing this Letter Agreement and returning it to us by facsimile
at 02/72729354
Yours sincerely.
UniCredit Banca Mobiliare
By:
--------------------------------------------------
Name:
Title:
Confirmed as of the date first above written:
By:
--------------------------------------------------
Name:
Title:
Reference number:
...................
...................
...................
Milan, November 20, 2001
Share Swap Transaction
Dear Sir/Madam:
The purpose of this letter agreement (this "Confirmation") is to confirm the
terms and conditions of the Transaction entered into between UniCredit Banca
Mobiliare S.p.A. (UBM) and Olimpia S.p.A (Olimpia) (together the "Parties") on
the Trade Date specified below (the "Transaction"). This Confirmation
constitutes a "Confirmation" as referred to in the ISDA Master Agreement
specified below.
1. The definitions and provisions contained in the 2000 ISDA Definitions
(the "2000 Definitions"), and the 1996 ISDA Equity Derivatives
Definitions as amended and supplemented by the 1998 ISDA Euro
Definitions (the "Equity Definitions"), each as published by the
International Swaps and Derivatives Association, Inc. (together, the
"Definitions"), are incorporated into this Confirmation. References in
the 2000 Definitions to the term "Swap Transaction" shall be deemed to
be references to the term "Transaction" for the purposes of this
Confirmation. In the event of any inconsistency between the 2000
Definitions and the Equity Definitions, the Equity Definitions will
govern. In the event of any inconsistency between the Definitions and
this Confirmation, this Confirmation will govern.
2. This Confirmation evidences a complete binding agreement between the
Parties as to the terms of the Transaction to which this Confirmation
relates. In addition, the Parties agree to use their best efforts to
promptly negotiate, execute and deliver an agreeement in the form of
the 1992 ISDA Master Agreement (Multicurrency-Cross Border) (the "ISDA
Form"), Upon the execution bythe Parties of such an agreement, this
Confirmation will supplement, form a part of, and be subject to that
agreement. All provisions contained or incorporated by reference in
that agreement upon its execution shall govern this Confirmation except
as expressly modified below.
3. Until the Parties execute and deliver that agreement, this
Confirmation, together with all other documents referring to the ISDA
Form (each a "Confirmation") confirming transactions (each a
"Transaction") entered into between us (notwithstanding anything to the
contrary in a Confirmation), shall supplement, form a part of and be
subject to an agreement in the form of the ISDA Form as if the Parties
1
had executed an agreement in such form (but without any schedule except
for the election of the English law as the governing law and EURO as
the Termination Currency) on the Trade Date of the first such
Transaction between them. In the event of any inconsistency between the
provisions of that agreement and this Confirmation, this Confirmation
will prevail for the purpose of this Transaction.
4. Annexes 1 through 5 and, for the purpose of construing such Annexes,
Section 6 (Definitions) of the ISDA EMU Protocol published on May 6,
1998 by ISDA (the "Protocol") shall be incorporated into this
Confirmation provided that for such purpose the terms "the parties" as
used in the Annexes of the Protocol, shall be construed as referring to
UBM and Olimpia.
5. The terms of the particular Transaction to which this Confirmation
relates are as follows:
General Terms:
Trade Date: [20 Nov. ]
Effective Date: The later between 30 November 2001
and the date falling 7 (seven) after
the last Trade Date or the Trade
Date as the case may be
Termination Date: 5 October 2007
Shares: The common shares of Olivetti (the
"Issuer") with a Security
Identification Number (ISIN) of
IT000113731
Exchange: Italian Stock Exchange (Milan)
Related Exchange(s): Any exchange on which option or
futures contracts on the Shares are
traded as determined by the
Calculation Agent.
Equity Amounts
Equity Amount Payer: UBM
Number of Shares: 131.750.000
Equity Notional Amount: the Number of Shares multiplied by
the Initial Price
Equity Notional Reset: Inapplicable
Equity Payment Date: The Termination Date
Type of Return: Total Return
Initial Price: [...]
Final Price: the arithmetic average of the
daily "Official Close" (Prezzo
Ufficiale as stated by Borsa
Italiana Spa) of the Shares during
the Period commencing on (and
including) the date falling 6
Exchange Business Days prior to the
Valuation Date and terminating on
(and including) the Valuation Date
(7 days in total)
2
Payment Obligation: Notwithstanding Section
7.1(a) of the Equity Definitions,
Olimpia shall have the faculty - to
be exercised by 7 (seven) Exchange
Business Days telephone notice prior
to the Valuation Date, and confirmed
in writing - to decide whether:
(i) the Payment Obligation will be
determined in accordance with
Section 7.1(a) of the Equity
Definitions; or
(ii)the Payment Obligation will
be determined in accordance with
Section 7.1(a) of the Equity
Definitions and UBM shall either
deliver or procure (at its sole
discretion) that third
party/parties place at Olimpia's
disposal upon Olimpia request
all or part of the Number of
Shares against payment of the
Final Price multiplied by the
Number of Shares placed at
Olimpia's disposal.
Valuation Date: 01 October 2007
Dividend Payment Date(s) Two Currency Business Days after the
date of receipt of any Dividends by
the Equity Amount Payer.
Dividend Amount: The Equity Amount Payer shall pay to
the Fixed Amount Payer an additional
amount, if any, (as determined by
the Calculation Agent) in accordance
with the following formula:
Number of Shares x Dividend per
Share Where "Dividend per Share"
means:
If the Shares are declared
ex-dividend during a Dividend
Period, an amount determined by the
Calculation Agent equal to 100% of
the Net Dividend, where "Net
Dividend" means the dividend
declared as payable by the Issuer to
holders of record on the ex-dividend
date, as adjusted for any tax, levy,
impost, duty or charge that would be
deducted from any such dividend
payable to a non-Uk, non-France EU
foreign holder of record after all
possible Treaty reclaims. The Net
Dividend as at the Trade Date is 85%
of the gross dividend.
Parties acknowledge that such
percentage may change from time to
time as a consequence of changes of
law. In the event that UBM by virtue
of its hedge for the Transaction,
recovers additional value from the
dividend income, UBM shall, on a
best efforts basis, pay such
additional value to Olimpia.
3
Fixed Amount:
Fixed Amount Payer: Olimpia.
Fixed Amount Payment: An amount equal to 31.87% of the
Equity Notional Amount
Fixed Amount Payment Date: Effective Date
Adjustments:
Method of Adjustment: Calculation Agent Adjustment
Consequence of Merger Events:
(a) Share-for-Share: Alternative Obligation
(b) Share-for-Other: Cancellation and Payment
(c) Share-for-Combined: Alternative Obligation
Nationalization or insolvency: Cancellation and Payment
Share De-Listing If at any time during the period
from and including the Trade Date,
to and including the Termination
Date, the Shares cease to be listed
on the relevant Exchange for any
reason (other than a Merger Event)
and are not re-listed within 10
(ten) Exchange Business Days since
the date of such de-listing (the
"De-listing Date") on another
exchange in the same jurisdiction as
the Exchange (The "Successor
Exchange"), then (I) Cancellation
and Payment shall apply, (ii) the
De-listing Date shall be deemed the
date of termination for the purposes
of calculating any payment due from
one party to the other in connection
with the cancellation of this
Transaction and (iii)any payment to
be made in connection with the
cancellation of the transaction
shall be calculated in accordance
with Section 9.1 of the Equity
Definitions, provided that all
references in Section 9.7 to the
Merger Date shall, in the event of a
Share De-listing, be interpreted as
references to the De-listing Date.
If the Shares are re-listed on a
Successor Exchange within 10 (ten)
Exchange Business Days upon their
de-list from the Exchange, this
Transaction shall continue in full
force and effect, provided that the
Successor Exchange shall be deemed
to be the Exchange for all purposes
hereunder. In addition, the
Calculation Agent shall make any
adjustments it deems necessary to
the terms of the Transaction in
accordance with Calculation Agent
Adjustment method as defined under
Section 9.1(c) of the Equity
Definitions.
4
6. Calculation Agent: UBM
7. Account Details:
Account for payments to UBM:
Account for payments to Olimpia:
8. Governing Law: English Law
9. Offices:
The Office of UBM for the Transaction is Milan
The Office of Olimpia for the Transaction is Milan
10. Additional Provisions
Optional Early Termination Olimpia may designate an early
termination date in respect of this
Transaction (the "Early Termination
Date") on any Business Day during
the Term of the Transaction by
giving 12 (twelve) Business Days
telephone notice (including the day
of the notice), confirmed in
writing, pursuant to which such
designation shall costitute a
Termination Event, Olimpia shall be
the Affected Party and this
Transaction shall be an Affected
Transaction. In this case the
Valuation Date will be deemed to be
the date falling 7 (seven) business
days after the day of receipt of the
notice.
Partial Optional
Early Termination Optional Early Termination may apply
to a part of the Number of Shares.
If Partial Optional Early
Termination occurs, the Number of
Shares to be considered for the
purpose of determining the relevant
Equity Notional Amount, will be
equal to shares to which Partial
Optional Early Termination applies.
After a Partial Optional Early
Termination occurs, the Number of
Shares shall be adjusted by
deducting the shares to which
Partial Early Termination has
applied.
Representations (1) Non reliance
----------------
Each party hereby represents to the
other party (in the absence of
written agreement between the
parties that expressely impose
affirmative obligations to the
contrary for this Transaction) that:
(i) it is acting for its own
account, and it has made its own
independent decisions to enter
into this Transaction and as to
5
whether this Transaction is
appropriate or proper for it
based upon its own judgement and
upon advice from such advisors
as it has deemed necessary. It
is not relying on any
communication (written or oral)
of the other party as investment
advice or as a recommendation to
enter into this Transaction; it
being understood that
information and explanation
related to the terms and
conditions of a Transaction
shall not be considered
investment advice or a
recommendation to enter into
that Transaction. No
communication (written or oral)
received from the other party
shall be deemed to be an
assurance or guarantee as to the
expected results of this
Transaction;
(ii) it is capable of assessing
the merits of and understanding
(on its own behalf or through
independent professional
advice), and understand and
accepts the terms, conditions
and risks of this Transaction.
It is also capable of assuming,
and assumes, the risks of this
Transactions;
(iii) it is not acting as a
fiduciary for or an advisor to
the other party in respect of
this Transaction; (iv) it is
entering into this Transaction
as principal and not as agent of
any person.
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing this Confirmation and returning it to us by facsimile at
Yours sincerely.
UniCredit Banca Mobiliare
By:
--------------------------------------------------
Name:
Title:
Confirmed as of the date first above written:
By:
--------------------------------------------------
Name:
Title:
6
