**New Issue: Unione di Banche Italiane S.p.A. €€€ PERP AT1*** Issuer: Unione di Banche Italiane S.p.A.
Issuer LEI: 81560097964CBDAED282
Notes: €[●] Non-Cumulative Temporary Write-Down Deeply Subordinated Fixed Rate Resettable Notes.
Status of the Notes: Direct, unsecured and subordinated obligations of the Issuer intended to qualify as Additional Tier 1 Capital of the Issuer and the UBI Banca Group that will rank pari passu without any preference among themselves, will be subordinated on a winding-up to depositors, other unsubordinated creditors (including holders of any senior non-preferred instruments or guarantee thereof) and subordinated creditors of the Issuer in relation to any present or future obligations (including obligations which are eligible to be recognised as Tier 2 Capital or eligible liabilities), and senior to all classes of share capital of the Issuer and any obligations ranking or expressed to rank junior to the Notes. Any right of set-off is waived
Issuer Ratings: Baa3 / BBB- / BBB- / BBB (Moody’s / S&P / Fitch / DBRS)
Exp Issue Ratings: [B2 / B+] (Moody’s / S&P)
Size: EUR 400mm (no grow)
Pricing Date: [13] January 2020
Settlement Date: [20] January 2020
Maturity: Perpetual
IPTs: 6.5% area SA
First Reset Date: [20] June 2025
Reset Date: First Reset Date and every date which falls 5, or a multiple of 5, years after the First Reset Date
Optional Redemption: Callable on (i) on any day falling in the period commencing on (and including) [20] January 2025 and ending on (and including) the First Reset Date, or (ii) on any Interest Payment Date thereafter, in each case at the Prevailing Principal Amount together with interest accrued (if any) from (and including) the Interest Payment Date immediately preceding such redemption date to (but excluding) such redemption date. Callable upon a Tax Event or a Capital Event at the Prevailing Principal Amount together with interest accrued (if any). Subject to, amongst other things, approval by the Competent Authority and in compliance with the prevailing Relevant Regulations, pursuant to Condition 7.8 of the Preliminary Listing Particulars
Interest: Interest will accrue on the Prevailing Principal Amount of the Notes at the relevant Rate of Interest and will be payable, subject as provided herein, semi-annually in arrears on [●] and [●] of each year (each, an Interest Payment Date), commencing on [●] 2020. The Rate of Interest in respect of the period from (and including) the Issue Date to (but excluding) the First Reset Date (the Initial Period) will be equal to [●] per cent. per annum. The Rate of Interest in respect of each Reset Interest Period will be equal to the aggregate of the Margin and the 5-Year Mid-Swap Rate (quoted on an annual basis) for such Reset Interest Period, first calculated on an annual basis and then converted to a semi-annual rate in accordance with market convention (rounded to four decimal places, with 0.00005 rounded down), all as determined on the relevant Reset Rate of Interest Determination Date
Margin: [●]%, being equal to the margin used to calculate the Initial Rate of Interest;
Issue Price: 100%
Re-offer Yield [●]%
Interpolated Mid-Swap Rate: [●]
Cancellation of Interest: Non-cumulative, fully discretionary. Mandatory cancellation upon occurrence of a Contingency Event, insufficient Distributable Items, if payment exceeds the Maximum Distributable Amount (the “MDA”) or upon an order by the Competent Authority
Principal Write-down: Mandatory, temporary write-down upon the occurrence of a Contingency Event. The Issuer shall cancel any interest accrued and reduce the then Prevailing Principal Amount by the amount required to remedy the trigger breach taking into consideration other instruments with similar write-down triggers (and Prior Loss Absorbing Instruments)
Contingency Event: CET1 Ratio of the Issuer or the UBI Banca Group falls below 5.125%
Discretionary Reinstatement: If both a positive Net Income and a positive Consolidated Net Income are recorded, then the Issuer may, in its full discretion and subject to the Maximum Distributable Amount, increase the Prevailing Principal Amount of the Notes on a pro-rata basis with similar AT1 instruments; the sum of the aggregate of Write-Up amounts (on the Notes and similar AT1 instruments) and interest rate payments (since end of previous financial year) (on the Notes and similar AT1 instruments) not exceeding the Maximum Write-Up Amount
Events of Default: None
Governing Law: The Notes and any non-contractual obligations arising out of them will be governed by Italian law
Listing and admission to trading: Application has been made to Euronext Dublin for the Notes to be admitted to listing on the Official List and to trading on the Global Exchange Market, which is the exchange regulated market of Euronext Dublin, with effect from the Issue Date. The Global Exchange Market is not a regulated market for the purposes of MiFID II
Day Count Fraction: Actual/Actual (ICMA)
Denominations: EUR 200k + EUR 200k
Selling Restrictions: Restriction on marketing and sales to retail investors: The Notes are complex financial instruments and are not a suitable or appropriate investment for all investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance with respect to the offer or sale of securities such as the Notes to retail investors. For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of offering material in the United States of America, the United Kingdom, EEA, Italy, Switzerland, and Singapore, see the Preliminary Listing Particulars. Reg S (Bearer form; TEFRA rules apply. No sales or communications with or into the US)
Target Market MiFID II professionals/ECPs-only / No PRIIPs KID / FCA CoCo restriction - 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. No sales to retail clients, as defined under MiFID II