The subsidiaries of UBM at the date of this Prospectus are:
- Euro Capital Structures Ltd. (" ECS"). Its registered address is Fitzwilton House, Wilton Place, Dublin 2, Republic of Ireland. It was incorporated in Dublin under the laws of Ireland on 22 June 1999. Its registered number is 308486.
ECS is a specialised advisory firm that offers support and advice to clients in relation to all aspects of securitisation and structured finance transactions. ECS has established a track record of successfully executing securitisation transactions in Italy, Germany, France and Spain by way of issue of funded asset backed securities as well as partially funded synthetic structures. ECS has acted as arranger on a number of innovative transactions.
-UBM Securities Inc. Its registered address is c/o National Corporate Research Ltd, 615 South Dupont Highway, Dover, 19901 Delaware, U.S. It was incorporated in the City of Dover, Delaware on 27 September 2000 under the laws of Delaware. Its registered number is 120837. UBM Securities Inc. is a broker-dealer to distribute OTC derivatives and Italian equities to US institutional investors.
-TLX S.p.A. Its registered address is Via Carviana 20, 20134 Milan Italy. It was incorporated in Milan, Italy, on 29 January 2002 under the laws of Italy. Its registered number is 03421230966. TLX S.p.A.’s business is the implementation and management of a regulated market for the negotiation of financial instruments.
On 31 May 2005, UBM sold its shareholding in IKB CorporateLab SA, which was a subsidiary of UBM, as shown in the audited balance sheet information of UBM as at 31 December 2004.
On 1 June 2005, UBM also sold its shareholding in E2E Infotech Ltd, which was a subsidiary of UBM, as shown in the audited balance sheet information of UBM as at 31 December 2004.
Business Overview
UBM provides wholesale financial services to institutional investors and distribution intermediaries. UBM’s core business is the structuring and sale of financial risk management solutions, including the underwriting and distribution of debt, equity and derivatives securities for corporations, governments and political subdivisions (regions, provinces and municipalities). UBM frequently acts as underwriter of private placement agents in corporate and public securities offerings and provides alternative financing options. It also provides financial advice to corporations and public authorities on a wide variety of transactions including corporate finance transactions, mergers and acquis itions, leveraged and management buyouts, financial restructurings and other transactions. UBM acts as arranger and book runner in securitisation deals.
In particular, UBM’s main products include derivatives for Italian corporations, providing Italian small and medium sized enterprises and corporates with risk-management products, primarily related to interest rates. UBM leverages off very advanced methodologies and puts at the disposal of its institutional client base UBM's sophisticated proprietary technology and progressive market risk management models; it devises customized solutions and products to satisfy the specific needs of individual investors by employing advanced financial methods, innovative technology and an extensive knowledge of market ris k.
UBM has strict internal risk-control procedures, systematic in-depth back-testing of proprietary risk- management models, and benefits from strong financial flexibility derived from its membership in the Group; its liquidity risk is limited, reflecting the liquid nature of most assets as well as the effective support provided by UniCredito Italiano.
Recent Developments
On 1 July 2004, Trading Lab S.p.A, a wholly owned subsidiary of UBM, was merged into UBM, such that it ceased to exist and all its assets and liabilities were vested in UBM. Following the merger, the business activity of UBM as described above remained unchanged.
New Business
In January 2005 the Board of Directors approved plans for the international expansion of UBM, primarily through its London branch. This will be facilitated by UBM's membership of a group strongly rooted in the “new” Europe, enabling it to provide an even greater range of products and services to the local branches of multinationals, and by the use of a single business platform, providing access to the skills and experience acquired over time in risk modelling, processes and systems.
UBM expects to start trading in covered warrants on the Hong Kong Stock Exchange.
Outlook
UBM's strategy is to develop wholesale operations in financial markets and to offer high quality services to Group through economies of scale in cost structures, expanding the range of products offered to customers, and at the same time improving quality and competitiveness. Its business strategy is based on (i) domestic focus; (ii) global quality, in terms of product innovation, time -to-market and risk management; and (iii) segment-based organisational structure.
Senior Management Board of Directors
UBM is managed by a Board of Directors (consiglio di amministrazione). With the exception of those matters that are the strict preserve of the shareholders' general meeting, the Board of Directors is vested with all powers to manage UBM. The Board of Directors is currently composed as follows:
Name Position
Alessandro Profumo Chairman
Attilio Leonardo Lentati Deputy Chairman (Vicarious)
Franco Bellei Director
Salvatore Bragantini Director
Franco Bruni Director
Angelo Marcello Cardani Director
Gianfranco Gutty Director
Rainer Stefano Masera Director
Bruno Morelli Director
The Members of the Board of Directors can be contacted at the registered office of UBM.
There are no conflicts of interest between any duties of the Members of the Board of Directors to UBM and their private interests or other duties.
The Members of the Board of Directors hold the following directorships:
Alessandro Profumo
Organisation Title
Association for the development of the study of banking and the stock market
Bank Pekao S.A. Chairman of the Supervisory Board
CMCG Capital markets Consultative Group – Washington Member of the Group
Council for the relationship between Italy and the US Member of the International Board
Deutsche Börse – Frankfurt Member of the Supervisory Board
European Financial Services Round Table – London Member
Arnaldo Pomodoro Foundation Member of the Board
Arnaldo Pomodoro Foundation Member of the Board
Sandretto Re Rebaudengo Foundation Member of the Board
Trilateral Commission - Italian group Member of the group
Harvard Business School European Advisory Board - Boston Member of the Board
ICCA Institute for Corporate Cultural Affairs – Frankfurt Member of the Board
IIF International Institute of Finance – Washington Member of the Board
IMC International Monetary Conference – Washington Member of the Board
Investment Advisory Council for Turkey – Istanbul Member of the Council
Koc Holding Member of the Board
MedioBanca S.p.A. Member of the Board
Olimpia S.p.A. Member of the Board
Steering Committee of "The Group of Thirty"- New York Member of the Committee
Supervisory Board of Deutsche Börse – Frankfurt Member of the Board
UniCredit Banca d'Impresa S.p.A. Member of the Board and member of the Executive Committee
UniCredit Banca Mobiliare S.p.A. Chairman of the Board of Directors
UniCredit Banca S.p.A. Member of the Board and member of the
Executive Committee
UniCredit Private Banking S.p.A. Member of the Board and member of the Executive Committee
UniCredito Italiano S.p.A. Chief Executive Officer
Attilio Leonardo Lentati
Organisation Title
UniCredit Banca Mobiliare S.p.A. Vice Chairman of the Board of Directors
Telecom Italia Mobile S.p.A. Member of the Board
TIM Italia S.p.A. Member of the Board
I - Faber S.p.A. Chairman of the Board
Synesis Finanziaria S.p.A. Member of the Board
Salvatore Bragantini
Organisation Title
UniCredit Banca Mobiliare S.p.A. Member of the Board
Industrial & Finance Srl Member of the Board
Rainer Masera
Organisation Title
ASPEN Member of the friends of Aspen
Ass.ne Naz.le per lo Studio dei Problemi del Credito Member of the Executive Council
BEI Expert member of the Board of Directors
CE Inter Institutional Monitoring Group for Securities Markets Representative member of the Ministry of Ecofin
"Giornata del Credito e Premio Oddone Fantini" Commission Member of the Commission
Italian-French Inter-Governmental Commission for Linea AV/AC Torino Lione
President
Confederation of Italian Industry [Confindustria] Member of the Scientific Committee
CORIPE Piemonte Member of the Scientific Committee,
Master in Finance
Euro50 Group Member
Eurofi2000 Member
Italian Federation [Cav. Lav.] Member
ICC Italia Member of the Directors' Committee
IIF Institute of International Finance Member of the Steering Committee
LUISS Economics Professor of Financial
Intermediaries, Professor of the Economics of Financial and Money Markets
LUISS, Scientific Committee – Industrial Research Group Member
LUISS, Monetary Observer Member of the Managerial and Scientific
Committee
Mercer Oliver Wyman S.p.A. Senior strategic and scientific advisor for international activity and Senior Director of the Italian office
Merloni Termo Sanitari S.p.A. Member of the Board
'Mondo Bancario' Member of the Scientific Committee
Pico prize of Mirandola Chairman of the jury
Rete Ferroviaria Italiana S.p.A. President
SACE Chairman of the Executive committee
Italian society of economis ts Member
UniCredit Banca Mobiliare S.p.A. Member of the Board
University of Tor Vergata Member of the Council of PhD. Research
Fellows
Bruno Morelli
Organisation Title
CreditRas Assicurazioni S.p.A. Member of the Board
CreditRas Vita S.p.A. Member of the Board
Modus Srl Member of the Board
Pioneer Global Asset Management S.p.A. Member of the Board
UBM Securities Inc. - New York Member of the Board
UniCredit Banca Mobiliare S.p.A. Member of the Board
Gianfranco Gutty
Organisation Title
IRIS - Isontina Reti Integrate e Servizi S.p.A. President
Assindustria – Gorizia President
UniCredit Banca Mobiliare S.p.A. Member of the Board
Angelo Marcello Cardani
Organisation Title
Bocconi University Associate Professor in Economic
Politics
UniCredit Banca Mobiliare S.p.A. Member of the Board
Franco Bellei
Organisation Title
Guglielmo Marconi Airport, Bologna Member of the Board
Association Bancaria Italiana Member of the Board
Banca dell'Umbria 1462 S.p.A. Vice Chairman and
Member of Executive Committee
Carimonte Holding S.p.A. Member of the Board
Cassa Risparmio di Carpi S.p.A. Member of the Board
Member of the Executive Committee
Nomisma Member of the Board
Private Leasing Chairman/President
UniCredit Banca Mobiliare S.p.A. Member of the Board
UniCredit Banca S.p.A. Vice President
Constituent Executive committee
UniCredito Italiano S.p.A. Vice-President
Member of the President's Committee Member of the Executive Committee
Franco Bruni
Organisation Title
ISPI – Institute for the study of international politics Vice Chairman of the Board of Directors
Pioneer Global Asset Management S.p.A. Member of the Board
Pirelli & C. S.p.A. Member of the Board
S+R Investment and Management SGR Vice Chairman of the Board of Directors
SAIPEM S.p.A. Member of the Board
UniCredit Banca Mobiliare S.p.A. Member of the Board
Board of Statutory Auditors
UBM also has a Board of Statutory Auditors (collegio sindacale), comprised of 3 standing auditors and 2 alternate auditors. The Board of Statutory Auditors is currently composed as follows:
Name Position
Michele Rutigliano Chairman and Standing Auditor
Michele Paolillo Standing Auditor
Alessandro Trotter Standing Auditor
Alfonso Ruzzini Alternate Auditor
Marino Marrazza Alternate Auditor
The Statutory Auditors are members of the Albo Nazionale dei Revisori Contabili (the Italian Chartered Public Auditors’ Register) and can be contacted at the registered office of UBM.
There are no conflicts of interest between any duties of the Statutory Auditors to UBM and their private interests or other duties.