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Issuer: Unione di Banche Italiane S.p.A. (Ticker: UBIIM)
Instrument: Senior Non-Preferred Notes (being notes intended to
qualify as strumenti di debito chirografario di secondo
livello as defined under Article 12-bis of Legislative
Decree No. 385 of 1 September 1993 of the Republic of
Italy, as amended)
Issuer Ratings: Baa3/Stable (Moody’s); BBB-/Stable (S&P); BBB-/Negative
(Fitch); BBB/Stable (DBRS)
Issue exp. Ratings: Ba3 (Moody’s)/BB+ (S&P)/BBB- (Fitch)/BBB(Low) (DBRS)
Size: EUR benchmark
Coupon: Annual fixed, ACT/ACT ICMA
Maturity: 12 April 2023
Settlement: 12 April 2018 (T+5)
IPT: MS+ 145bps area
Loss Absorption Power: By the acquisition of the Notes, each Noteholder
acknowledges and agrees to be bound by the exercise of
any Loss Absorption Power by the Relevant Resolution
Authority that may result in the write-down or
cancellation of all or a portion of the principal
amount of, or distributions on, the Notes and/or the
conversion of all or a portion of the principal amount
of, or distributions on, the Notes into ordinary shares
or other obligations of the Issuer or another person,
including by means of a variation to the terms of the
Notes to give effect to the exercise by the Relevant
Resolution Authority of such Loss Absorption Power.
Each Noteholder further agrees that the rights of the
Noteholders are subject to, and will be varied if
necessary so as to give effect to, the exercise of any
Loss Absorption Power by the Relevant Resolution
Authority.
Status of the Notes: Unsubordinated and unsecured obligations of UBI Banca.
Junior to Senior Notes and any other unsecured and
unsubordinated obligations of the Issuer which rank, or
are expressed to rank by their terms, senior to the
Senior Non-Preferred Notes, pari passu without any
preferences among themselves, and with all other
present or future obligations of the Issuer which do
not rank or are not expressed by their terms to rank
junior or senior to the relevant Senior Non-Preferred
Notes and in priority to any subordinated instruments
and to the claims of shareholders of UBI Banca,
pursuant to Article 91, section 1-bis, letter c-bis of
the Banking Act, as amended from time to time
Optional Redemption upon
a MREL Disqualification
Event: At any time at par, in whole but not in part, if the
Issuer determines that a MREL Disqualification Event
has occurred and is continuing (subject to applicable
MREL Regulations and, if required, the prior consent of
the Relevant Regulator and/or the Relevant Resolution
Authority), in accordance with Condition 5(k). Redemption for tax reasons: At any time at par, for taxation reasons
(obligation to pay additional payments as a result of
amendment to tax legislation), in whole but not in
part, Condition 5(d).
Substitution and Variation: If at any time a MREL Disqualification Event occurs
or in order to ensure the effectiveness and
enforceability of Statutory Loss Absorption Powers in
accordance with Condition 1, the Issuer may, subject to
giving any notice required to be given to, and
receiving any consent required from, the Competent
Authority (without any requirement for the consent or
approval of the holders of the relevant Notes of that
Series) and having given not less than 30 nor more than
60 days’ notice to the Trustee and the holders of the
Notes of that Series (or such other notice period as
may be specified hereon), at any time either substitute
all (but not some only) of such Notes, or vary the
terms of such Notes so that they remain or, as
appropriate, become, Qualifying Senior Non-Preferred
Notes, as applicable, provided that such variation or
substitution does not itself give rise to any right of
the Issuer to redeem the varied or substituted
securities.
Waiver of Set-Off: Each holder of a Senior Non-Preferred Note will
unconditionally and irrevocably waive any right of
set-off, netting, counterclaim, abatement or other
similar remedy which it might otherwise have, under the
laws of any jurisdiction, in respect of such Senior
Non-Preferred Note
Events of Default: The Events of Default in respect of the Notes, being
events upon which the Trustee (or, in certain
circumstances, the Noteholders) may declare the Notes
to be immediately due and repayable, are limited to
circumstances in which the Issuer is subject to
Liquidazione Coatta Amministrativa as defined in
Legislative Decree No. 385 of 1 September 1993 of the
Republic of Italy (as amended from time to time)
Governing Law: English (except for Condition 3(b) (Status of the Notes
– Senior Non Preferred Notes) and Condition 3(c)
(Status of the Notes – Subordinated Notes) each of which
shall be governed by Italian law). See “Terms and
Conditions of the Notes — Governing Law and
Jurisdiction”.
Documentation: Euro 15,000,000,000 Debt Issuance Programme, with Base
Prospectus dated 27 July 2017, as duly supplemented
Form: Reg S Bearer, New Global Note
Target Market: Professional clients/ Eligible Counterparties
(distribution channels which are appropriate for this
target market)
Fees: The Banks will be paid a fee in connection to the
transaction
Denominations: €250,000 and integral multiples of €1,000 in excess
thereof
Listing: Irish Stock Exchange
ISIN: TBC
Joint Bookrunners: Banca IMI (B&D)/Barclays/Credit Agricole CIB/HSBC/
Natixis/Santander
Timing: Books open, today's business
Instrument: Senior Non-Preferred Notes (being notes intended to
qualify as strumenti di debito chirografario di secondo
livello as defined under Article 12-bis of Legislative
Decree No. 385 of 1 September 1993 of the Republic of
Italy, as amended)
Issuer Ratings: Baa3/Stable (Moody’s); BBB-/Stable (S&P); BBB-/Negative
(Fitch); BBB/Stable (DBRS)
Issue exp. Ratings: Ba3 (Moody’s)/BB+ (S&P)/BBB- (Fitch)/BBB(Low) (DBRS)
Size: EUR benchmark
Coupon: Annual fixed, ACT/ACT ICMA
Maturity: 12 April 2023
Settlement: 12 April 2018 (T+5)
IPT: MS+ 145bps area
Loss Absorption Power: By the acquisition of the Notes, each Noteholder
acknowledges and agrees to be bound by the exercise of
any Loss Absorption Power by the Relevant Resolution
Authority that may result in the write-down or
cancellation of all or a portion of the principal
amount of, or distributions on, the Notes and/or the
conversion of all or a portion of the principal amount
of, or distributions on, the Notes into ordinary shares
or other obligations of the Issuer or another person,
including by means of a variation to the terms of the
Notes to give effect to the exercise by the Relevant
Resolution Authority of such Loss Absorption Power.
Each Noteholder further agrees that the rights of the
Noteholders are subject to, and will be varied if
necessary so as to give effect to, the exercise of any
Loss Absorption Power by the Relevant Resolution
Authority.
Status of the Notes: Unsubordinated and unsecured obligations of UBI Banca.
Junior to Senior Notes and any other unsecured and
unsubordinated obligations of the Issuer which rank, or
are expressed to rank by their terms, senior to the
Senior Non-Preferred Notes, pari passu without any
preferences among themselves, and with all other
present or future obligations of the Issuer which do
not rank or are not expressed by their terms to rank
junior or senior to the relevant Senior Non-Preferred
Notes and in priority to any subordinated instruments
and to the claims of shareholders of UBI Banca,
pursuant to Article 91, section 1-bis, letter c-bis of
the Banking Act, as amended from time to time
Optional Redemption upon
a MREL Disqualification
Event: At any time at par, in whole but not in part, if the
Issuer determines that a MREL Disqualification Event
has occurred and is continuing (subject to applicable
MREL Regulations and, if required, the prior consent of
the Relevant Regulator and/or the Relevant Resolution
Authority), in accordance with Condition 5(k). Redemption for tax reasons: At any time at par, for taxation reasons
(obligation to pay additional payments as a result of
amendment to tax legislation), in whole but not in
part, Condition 5(d).
Substitution and Variation: If at any time a MREL Disqualification Event occurs
or in order to ensure the effectiveness and
enforceability of Statutory Loss Absorption Powers in
accordance with Condition 1, the Issuer may, subject to
giving any notice required to be given to, and
receiving any consent required from, the Competent
Authority (without any requirement for the consent or
approval of the holders of the relevant Notes of that
Series) and having given not less than 30 nor more than
60 days’ notice to the Trustee and the holders of the
Notes of that Series (or such other notice period as
may be specified hereon), at any time either substitute
all (but not some only) of such Notes, or vary the
terms of such Notes so that they remain or, as
appropriate, become, Qualifying Senior Non-Preferred
Notes, as applicable, provided that such variation or
substitution does not itself give rise to any right of
the Issuer to redeem the varied or substituted
securities.
Waiver of Set-Off: Each holder of a Senior Non-Preferred Note will
unconditionally and irrevocably waive any right of
set-off, netting, counterclaim, abatement or other
similar remedy which it might otherwise have, under the
laws of any jurisdiction, in respect of such Senior
Non-Preferred Note
Events of Default: The Events of Default in respect of the Notes, being
events upon which the Trustee (or, in certain
circumstances, the Noteholders) may declare the Notes
to be immediately due and repayable, are limited to
circumstances in which the Issuer is subject to
Liquidazione Coatta Amministrativa as defined in
Legislative Decree No. 385 of 1 September 1993 of the
Republic of Italy (as amended from time to time)
Governing Law: English (except for Condition 3(b) (Status of the Notes
– Senior Non Preferred Notes) and Condition 3(c)
(Status of the Notes – Subordinated Notes) each of which
shall be governed by Italian law). See “Terms and
Conditions of the Notes — Governing Law and
Jurisdiction”.
Documentation: Euro 15,000,000,000 Debt Issuance Programme, with Base
Prospectus dated 27 July 2017, as duly supplemented
Form: Reg S Bearer, New Global Note
Target Market: Professional clients/ Eligible Counterparties
(distribution channels which are appropriate for this
target market)
Fees: The Banks will be paid a fee in connection to the
transaction
Denominations: €250,000 and integral multiples of €1,000 in excess
thereof
Listing: Irish Stock Exchange
ISIN: TBC
Joint Bookrunners: Banca IMI (B&D)/Barclays/Credit Agricole CIB/HSBC/
Natixis/Santander
Timing: Books open, today's business