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Assicurazioni Generali EUR 500mm (NG) 10yr Bullet T2 - IPTs 4.625% area
Issuer: Assicurazioni Generali S.p.A.
Description: EUR Fixed Rate Senior Dated Subordinated Notes
(Tier 2)
Issuer Financial Strength:Baa1, Stable (Moody’s) / A-, Negative (Fitch) /
A, Stable (A.M. Best)
Expected Issue Ratings: Baa3 (hyb)(Moody’s) / BBB(Fitch) / A-(A.M. Best)
Status of the Notes: Senior Dated Subordinated Notes (as set out in
Condition 4.1 (Status – Senior Dated Subordinated
Notes) of the Terms and Conditions of the Tier 2 Notes
Amount: EUR 500mm (no grow)
Settlement Date: [●] January 2019 [T+●]
Scheduled Maturity Date: Interest Payment Date falling on [●] January 2029,
subject to Conditions to Redemption below
Initial Price Thoughts: 4.625% area
Coupon: [●] % per annum payable annually in arrear
Mandatory Interest Deferral: Cash cumulative, upon the occurrence of a Solvency
Capital Event (meaning non-compliance with the SCR
(or that payment of interest or principal on the
Notes would lead to such non-compliance); any other
event which would require a deferral or suspension of
payment of interest or principal under the Applicable
Regulations for Tier 2 Own Funds qualification); if
interest payment would result in or accelerate
insolvency of the Issuer; or if Lead Regulator
determines that Solvency Margin would fall below SCR
in the short term
Arrears of Interest: Compulsory payment of Arrears of Interest on the
earlier of (i) the first Interest Payment Date
following receipt by Fiscal Agent of notice that the
event or circumstance giving rise to interest
deferral has been remedied and on which a mandatory
interest deferral is not required, (ii) redemption
and (iii) the date on which a Liquidazione Coatta
Amministrativa of Assicurazioni Generali S.p.A.
commences or on which the Issuer becomes subject to a
liquidation order
Early Redemption Rights: At par at any time upon Tax, Regulatory or Rating
Events (in each case subject to Conditions to
Redemption and that any redemption prior to the fifth
anniversary of the Issue Date (x) must be funded
by issuance of equivalent or better quality capital;
or
to the extent permitted under then prevailing
Applicable Regulations, any alternative or additional
pre-conditions to redemption that need to be met in
order for the Notes to be redeemed at such time are
met)
Conditions to Redemption: Any redemption of the Notes, including redemption on
Scheduled Maturity Date, is subject to (i) no
Solvency Capital Event, (ii) approval of the Lead
Regulator, and (iii) such redemption not resulting
in, or accelerating, the Issuer becoming insolvent.
If the above conditions are not satisfied at the
Scheduled Maturity Date or the proposed redemption
date, the redemption of the Notes shall be postponed
in accordance with the terms and conditions
Modification/Exchange: Yes, upon Tax, Regulatory or Rating Events
Documentation: Issuer’s EUR 15,000,000,000 EMTN Programme
Specified denomination: EUR 100,000 + 1,000
Listing: Luxembourg Stock Exchange Regulated Market
Form: RegS Bearer (TEFRA D rules apply)
Selling Restrictions: RegS Compliance Category 2: TEFRA D; no
communications with or into the US; no sales into
Canada; prohibition of Sales to EEA Retail Investors
Governing Law: English law, except the status of the Notes which is
governed by Italian law
Global Coordinators: GSI, HSBC
Joint Bookrunners: BNP Paribas, GSI, HSBC (B&D), Mediobanca, Santander
and UniCredit
Fees: The Joint Bookrunners will be paid a fee by the
Issuer in respect of their participation in the
transaction
Timing: Today's business
MiFID II Target Market/PRIIPs: Manufacturer target market (MiFID II product
governance) is eligible counterparties and
professional clients only (all distribution
channels). No PRIIPs key information document (KID)
has been prepared as not available to retail in EEA
Issuer: Assicurazioni Generali S.p.A.
Description: EUR Fixed Rate Senior Dated Subordinated Notes
(Tier 2)
Issuer Financial Strength:Baa1, Stable (Moody’s) / A-, Negative (Fitch) /
A, Stable (A.M. Best)
Expected Issue Ratings: Baa3 (hyb)(Moody’s) / BBB(Fitch) / A-(A.M. Best)
Status of the Notes: Senior Dated Subordinated Notes (as set out in
Condition 4.1 (Status – Senior Dated Subordinated
Notes) of the Terms and Conditions of the Tier 2 Notes
Amount: EUR 500mm (no grow)
Settlement Date: [●] January 2019 [T+●]
Scheduled Maturity Date: Interest Payment Date falling on [●] January 2029,
subject to Conditions to Redemption below
Initial Price Thoughts: 4.625% area
Coupon: [●] % per annum payable annually in arrear
Mandatory Interest Deferral: Cash cumulative, upon the occurrence of a Solvency
Capital Event (meaning non-compliance with the SCR
(or that payment of interest or principal on the
Notes would lead to such non-compliance); any other
event which would require a deferral or suspension of
payment of interest or principal under the Applicable
Regulations for Tier 2 Own Funds qualification); if
interest payment would result in or accelerate
insolvency of the Issuer; or if Lead Regulator
determines that Solvency Margin would fall below SCR
in the short term
Arrears of Interest: Compulsory payment of Arrears of Interest on the
earlier of (i) the first Interest Payment Date
following receipt by Fiscal Agent of notice that the
event or circumstance giving rise to interest
deferral has been remedied and on which a mandatory
interest deferral is not required, (ii) redemption
and (iii) the date on which a Liquidazione Coatta
Amministrativa of Assicurazioni Generali S.p.A.
commences or on which the Issuer becomes subject to a
liquidation order
Early Redemption Rights: At par at any time upon Tax, Regulatory or Rating
Events (in each case subject to Conditions to
Redemption and that any redemption prior to the fifth
anniversary of the Issue Date (x) must be funded
by issuance of equivalent or better quality capital;
or
to the extent permitted under then prevailing Applicable Regulations, any alternative or additional
pre-conditions to redemption that need to be met in
order for the Notes to be redeemed at such time are
met)
Conditions to Redemption: Any redemption of the Notes, including redemption on
Scheduled Maturity Date, is subject to (i) no
Solvency Capital Event, (ii) approval of the Lead
Regulator, and (iii) such redemption not resulting
in, or accelerating, the Issuer becoming insolvent.
If the above conditions are not satisfied at the
Scheduled Maturity Date or the proposed redemption
date, the redemption of the Notes shall be postponed
in accordance with the terms and conditions
Modification/Exchange: Yes, upon Tax, Regulatory or Rating Events
Documentation: Issuer’s EUR 15,000,000,000 EMTN Programme
Specified denomination: EUR 100,000 + 1,000
Listing: Luxembourg Stock Exchange Regulated Market
Form: RegS Bearer (TEFRA D rules apply)
Selling Restrictions: RegS Compliance Category 2: TEFRA D; no
communications with or into the US; no sales into
Canada; prohibition of Sales to EEA Retail Investors
Governing Law: English law, except the status of the Notes which is
governed by Italian law
Global Coordinators: GSI, HSBC
Joint Bookrunners: BNP Paribas, GSI, HSBC (B&D), Mediobanca, Santander
and UniCredit
Fees: The Joint Bookrunners will be paid a fee by the
Issuer in respect of their participation in the
transaction
Timing: Today's business
MiFID II Target Market/PRIIPs: Manufacturer target market (MiFID II product
governance) is eligible counterparties and
professional clients only (all distribution
channels). No PRIIPs key information document (KID)
has been prepared as not available to retail in EEA
