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Issuer: Mediobanca – Banca di Credito Finanziario S.p.A. (Ticker: BACRED)
Issuer Rating (M/S/F): Baa1 (Stable) / BBB (Negative) / BBB- (Stable)
Security Subordinated Notes qualifying as Tier 2 capital for regulatory capital purposes
Expected Issue Ratings (M/S/F): [Ba1 / BB+ / BB]
Form of Notes: Reg S, Compliance Category 2, Bearer form, New Global Note, TEFRA D applies, no communications with or into the US, no sales to Canada
Size EUR 250mn “WNG”
Coupon: Fixed, Annual, Act/Act (ICMA), one time reset after year 5 to prevailing 5yr MS + Margin
IPTs MS + 340bps area
Settlement Date: 23 November 2020 [T+5]
Maturity Date: 23 November 2030
Optional Redemption Date: 23 November 2025. One time call, in whole but not in part, on 23 November 2025 at the Issuer’s discretion pursuant to Conditions 4(f) and 4(l) of the Terms and Conditions of the Italian Law Notes in the EMTN Programme, subject to regulatory approval, at par (being the Optional Redemption Amount)
Redemption for regulatory reason (Regulatory Call): If the Notes are not grandfathered, or for any other reason cease to qualify (in whole or in part) as Tier 2 Capital, the Issuer will have the right to redeem (in whole, but not in part) the Notes in accordance with Condition 4(g) of the Terms and Conditions of the Italian Law Notes in the EMTN Programme. Any redemption of Tier 2 Notes is subject to the prior approval of the Bank of Italy
Redemption for tax reason: The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time for taxation reasons (obligation to pay additional amounts as a result of amendment to tax legislation) as defined in Condition 4(c) of the EMTN Programme
Loss Absorption / Bail-in Acknowledgment: Subordinated Notes may be subject to loss absorption on any application of the general bail-in tool or at the point of non-viability of the Issuer discussed in Risk Factors of the EMTN Programme. Each Noteholder acknowledges and agrees to be bound by the exercise of any Bail-in Power by the Relevant Resolution Authority
Listing: Irish Stock Exchange
Minimum Denominations: EUR 250k + EUR 1k
Documentation: Issued off the Issuer’s Euro 40 billion Euro Medium Term Note Programme dated 16 December 2019 and supplemented on 16 July 2020 and on 8 October 2020
Bookrunners: Mediobanca, Santander and UniCredit (B&D)
Target Market: 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
Governing law: Italian Law
ISIN: TBC
Timing: Books open - Today's business
Issuer Rating (M/S/F): Baa1 (Stable) / BBB (Negative) / BBB- (Stable)
Security Subordinated Notes qualifying as Tier 2 capital for regulatory capital purposes
Expected Issue Ratings (M/S/F): [Ba1 / BB+ / BB]
Form of Notes: Reg S, Compliance Category 2, Bearer form, New Global Note, TEFRA D applies, no communications with or into the US, no sales to Canada
Size EUR 250mn “WNG”
Coupon: Fixed, Annual, Act/Act (ICMA), one time reset after year 5 to prevailing 5yr MS + Margin
IPTs MS + 340bps area
Settlement Date: 23 November 2020 [T+5]
Maturity Date: 23 November 2030
Optional Redemption Date: 23 November 2025. One time call, in whole but not in part, on 23 November 2025 at the Issuer’s discretion pursuant to Conditions 4(f) and 4(l) of the Terms and Conditions of the Italian Law Notes in the EMTN Programme, subject to regulatory approval, at par (being the Optional Redemption Amount)
Redemption for regulatory reason (Regulatory Call): If the Notes are not grandfathered, or for any other reason cease to qualify (in whole or in part) as Tier 2 Capital, the Issuer will have the right to redeem (in whole, but not in part) the Notes in accordance with Condition 4(g) of the Terms and Conditions of the Italian Law Notes in the EMTN Programme. Any redemption of Tier 2 Notes is subject to the prior approval of the Bank of Italy
Redemption for tax reason: The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time for taxation reasons (obligation to pay additional amounts as a result of amendment to tax legislation) as defined in Condition 4(c) of the EMTN Programme
Loss Absorption / Bail-in Acknowledgment: Subordinated Notes may be subject to loss absorption on any application of the general bail-in tool or at the point of non-viability of the Issuer discussed in Risk Factors of the EMTN Programme. Each Noteholder acknowledges and agrees to be bound by the exercise of any Bail-in Power by the Relevant Resolution Authority
Listing: Irish Stock Exchange
Minimum Denominations: EUR 250k + EUR 1k
Documentation: Issued off the Issuer’s Euro 40 billion Euro Medium Term Note Programme dated 16 December 2019 and supplemented on 16 July 2020 and on 8 October 2020
Bookrunners: Mediobanca, Santander and UniCredit (B&D)
Target Market: 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
Governing law: Italian Law
ISIN: TBC
Timing: Books open - Today's business