BANCO BPM EUR 350M (EXP.) PNC5 AT1 - IPTs High 6% €€€
Issuer: BANCO BPM S.p.A (BAMIIM) (the “Issuer”)
Notes: Additional Tier 1 EUR Notes
Form: Reg S only Bearer NGN
Maturity: Perpetual
Issuer Ratings (Moody’s / DBRS): Ba2 (Negative)/ BBBL (Stable)
Exp. Issue Ratings (Moody’s / DBRS): B3 / B
Pricing Date: 14 January 2020
Settlement Date: [21] January 2020 (T + 5)
Size: EUR350m (exp.)
IPTs: High 6s (semi-annual coupon)
Redemption of the Option of the Issuer: January 2025 (the “First Reset Date”) and on any Interest Payment Date thereafter (“Optional Redemption Date (Call)”) at their Outstanding Principal Amount together with accrued and unpaid interest and any additional amounts due; Redemption subject to prior regulatory approval and compliance with the relevant provisions of the CRR
Status of the Notes: Direct, Unsecured and subordinated obligations of the Issuer that are intended to qualify for regulatory purposes as Additional Tier 1 instruments to be included in the Additional Tier 1 Capital of the Issuer and the Group.The Notes shall rank (a) junior to all present or future unsecured and unsubordinated obligations of the Issuer, the Issuer’s obligations in respect of any Tier 2 instruments and any other present or future subordinated obligations of the Issuer which rank, or are expressed by their terms to rank, senior to the Notes; (b) pari passu among themselves and with any 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 Notes (including Additional Tier 1 instruments); and (c) senior to any present or future obligations of the Issuer which rank, or are expressed by their terms to rank, junior to the Notes (including, without limitation, the claims of the shareholders of the Issuer and any other obligations under instruments or items included in the CET1 capital of the Issuer).Each holder of a Note unconditionally and irrevocably waives 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 Note
Interest: Fixed rate of [●]% per annum until the First Reset Date and thereafter reset every 5 years (the “Reset Date”) to the aggregate of the Margin plus the then 5-Year Mid-Swap Rate, calculated on an annual basis and then converted to a semi-annual rate in accordance with market conventions; Non-cumulative and in each case payable semi-annually
Day Count Fraction: Act/Act ICMA
Margin: [●]bps (no step up)
Interest Payment Dates: January and July in each year, from (and including) July 2020
Discretionary Interest Payments: The Issuer may decide in its sole discretion, to cancel any payment of interest on any interest payment date on a non-cumulative basis.No dividend pusher / stopper
Mandatory Cancellation of Interest: Mandatory cancellation upon(i) insufficient available Distributable Items;(ii) interest payments on the Notes – when aggregated with other relevant items - exceeding Maximum Distributable Amount; (iii) if ordered so by the Relevant Authority; (iv) occurrence of a Trigger Event
Optional Redemption: (i) On each Optional Redemption Date (Call) at the Outstanding Principal Amount plus accrued and unpaid interest and any additional amounts due;(ii) Upon reduction of interest deductibility or obligation to pay additional amounts at any time at the Outstanding Principal Amount plus any accrued interest and any additional amounts due;(iii) Upon full or partial exclusion from Additional Tier 1 capital (Issuer or Group) at any time at the Outstanding Principal Amount plus any accrued interest and any additional amounts due, in each case, subject to prior regulatory approval and in compliance with the relevant provisions of the CRR
Modification: Upon (i) a Regulatory Event or a Tax Event, and/or (ii) in order to ensure the effectiveness and enforceability of the Bail-In Power, the Issuer shall be entitled to modify the terms and conditions of the Notes subject to the terms not being materially less favourable to Noteholders (other than in order to ensure the effectiveness and enforceability of the Bail-In Power), subject to prior regulatory approval.
Write-Down following a Trigger Event: If, at any time, the transitional CET1 Ratio of the Issuer on a solo basis, or the Group on a consolidated basis is less than 5.125 per cent (a “Trigger Event”) then the Issuer shall cancel any interest accrued and reduce the Outstanding Principal Amount by the Write-Down Amount (on a pro rata basis with other Loss Absorbing Instruments) until the CET1 Ratio of the Issuer and/or Group is restored to 5.125%
Principal reinstatement: If a positive Net Income or Consolidated Net Income are recorded, then the Issuer may, in its full discretion and subject to the Maximum Distributable Amount, increase the Outstanding Principal Amount of the Notes (on a pro-rata basis with other Loss Absorbing Written-Down Instruments) by an amount not exceeding the Maximum Reinstatement Amount
Point of Non Viability: Statutory, see Risk Factors
Contractual recognition of statutory bail-in power: Each Noteholder acknowledges and agrees to be bound by the exercise of any Bail-In Power by the Competent Authority and consents to variations of the Conditions as deemed necessary by the Relevant Authority to give effect to the exercise of the Bail-in Power
Listing: Euro MTF
Clearing Euroclear / Clearstream
Governing Law: Italian Law
Denomination: EUR 200,000 + EUR 1,000