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Issuer: BPER Banca S.p.A. (Ticker: BPEIM)
LEI code: N747OI7JINV7RUUH6190
Issuer Senior Unsecured Ratings: Ba3 (pos.) / BB+ (stable) (Moody’s/Fitch)
Expected Issue Ratings: Ba3 / BB- (Moody’s/Fitch)
Form of the Notes: Reg S, Bearer form, TEFRA Rules apply, New Global Note
Status: Subordinated, unconditional and unsecured obligations of the Issuer
Size: EUR benchmark
IPTs: 3.875% area
Settlement Date: January [25], 2022 (T+[5])
Maturity Date: July [25], 2032
Reset Date July [25], 2027
Coupon: Fixed [●]% per annum from (and including) the Issue Date to (and excluding) the Reset Date falling in July 2027, payable annually in arrear on each Interest Payment Date.
Thereafter a fixed rate equal to the EUR 5-year mid-swap rate prevailing at the Reset Date plus the Margin (no step-up) from (and including) the Reset Date to (but excluding) the Maturity Date, payable annually in arrear on each Interest Payment Date.
Interest Payment Dates: [25] July in each year (commencing on [25 July 2022], with a short first coupon). Following Business Day Convention
Business day count convention: Act/Act (ICMA)
Redemption at the Option of the Issuer: At par on any Business day from (and including) January [25], 2027 to (and including) July [25], 2027, subject to the Relevant Authority granting permission, as required by the Applicable Banking Regulations and subject to Condition 4(k)(Conditions to Redemption and Purchase of the Notes) of the Terms and Conditions of the Italian Law Notes in the EMTN Programme Base Prospectus
Redemption for Tax Reasons: Upon a Tax Event, if the Issuer would be required to pay additional amounts at any time pursuant to Condition 8 (Taxation) as a result of any amendment to or change in the laws or regulations of Italy or of any political subdivision thereof or any authority or agency therein or thereof or in the interpretation or administration of any such laws or regulations, which change or amendment becomes effective on or after the Issue Date , the Issuer may, at its option, redeem the Notes in whole but not in part, at par, subject to the Relevant Authority granting permission, as required by the Applicable Banking Regulations and subject to Condition 4(k)(Conditions to Redemption and Purchase of the Notes) of the Terms and Conditions of the Italian Law Notes in the EMTN Programme Base Prospectus
Redemption for Regulatory Reasons: If, at any time, the Issuer determines that a Regulatory Event (exclusion in whole or, to the extent permitted by the Applicable Banking Regulations, in part, from Tier II Capital of the Issuer) has occurred, the Notes may be redeemed at the option of the Issuer, in whole, but not in part, at par, at any time, subject to the Relevant Authority granting permission, as required by the Applicable Banking Regulations and subject to Condition 4(k)(Conditions to Redemption and Purchase of the Notes) of the Terms and Conditions of the Italian Law Notes in the EMTN Programme Base Prospectus
Waiver of set-off: Each holder unconditionally and irrevocably waives any right of set-off, counterclaim, abatement or other similar remedy which it might otherwise have, under the laws of any jurisdiction, in respect of the Notes
Loss Absorption: Subordinated Notes may be subject to loss absorption on any application of the general bail-in tool as described in Condition 16 of the Terms and Conditions of the Italian Law Notes, and each Noteholder acknowledges and agrees to be bound by the exercise of any Bail-in Power by the Relevant Resolution Authority
Target Market: Manufacturer target market (MIFID II and UK MIFIR 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 or the UK
Listing: Luxembourg Stock Exchange
Denomination: EUR 200k + 1k
Docs: Euro 6,000,000,000 EMTN Programme, with Base Prospectus dated 10th November 2021 and supplemented on 11th January 2022
Governing Law: Italian law
Joint Lead Managers: Barclays, BNP Paribas, Citi, IMI-Intesa Sanpaolo, NatWest Markets, Santander
ISIN / common code: XS2433828071 / 243382807
Timing: Book’s open, today’s business
LEI code: N747OI7JINV7RUUH6190
Issuer Senior Unsecured Ratings: Ba3 (pos.) / BB+ (stable) (Moody’s/Fitch)
Expected Issue Ratings: Ba3 / BB- (Moody’s/Fitch)
Form of the Notes: Reg S, Bearer form, TEFRA Rules apply, New Global Note
Status: Subordinated, unconditional and unsecured obligations of the Issuer
Size: EUR benchmark
IPTs: 3.875% area
Settlement Date: January [25], 2022 (T+[5])
Maturity Date: July [25], 2032
Reset Date July [25], 2027
Coupon: Fixed [●]% per annum from (and including) the Issue Date to (and excluding) the Reset Date falling in July 2027, payable annually in arrear on each Interest Payment Date.
Thereafter a fixed rate equal to the EUR 5-year mid-swap rate prevailing at the Reset Date plus the Margin (no step-up) from (and including) the Reset Date to (but excluding) the Maturity Date, payable annually in arrear on each Interest Payment Date.
Interest Payment Dates: [25] July in each year (commencing on [25 July 2022], with a short first coupon). Following Business Day Convention
Business day count convention: Act/Act (ICMA)
Redemption at the Option of the Issuer: At par on any Business day from (and including) January [25], 2027 to (and including) July [25], 2027, subject to the Relevant Authority granting permission, as required by the Applicable Banking Regulations and subject to Condition 4(k)(Conditions to Redemption and Purchase of the Notes) of the Terms and Conditions of the Italian Law Notes in the EMTN Programme Base Prospectus
Redemption for Tax Reasons: Upon a Tax Event, if the Issuer would be required to pay additional amounts at any time pursuant to Condition 8 (Taxation) as a result of any amendment to or change in the laws or regulations of Italy or of any political subdivision thereof or any authority or agency therein or thereof or in the interpretation or administration of any such laws or regulations, which change or amendment becomes effective on or after the Issue Date , the Issuer may, at its option, redeem the Notes in whole but not in part, at par, subject to the Relevant Authority granting permission, as required by the Applicable Banking Regulations and subject to Condition 4(k)(Conditions to Redemption and Purchase of the Notes) of the Terms and Conditions of the Italian Law Notes in the EMTN Programme Base Prospectus
Redemption for Regulatory Reasons: If, at any time, the Issuer determines that a Regulatory Event (exclusion in whole or, to the extent permitted by the Applicable Banking Regulations, in part, from Tier II Capital of the Issuer) has occurred, the Notes may be redeemed at the option of the Issuer, in whole, but not in part, at par, at any time, subject to the Relevant Authority granting permission, as required by the Applicable Banking Regulations and subject to Condition 4(k)(Conditions to Redemption and Purchase of the Notes) of the Terms and Conditions of the Italian Law Notes in the EMTN Programme Base Prospectus
Waiver of set-off: Each holder unconditionally and irrevocably waives any right of set-off, counterclaim, abatement or other similar remedy which it might otherwise have, under the laws of any jurisdiction, in respect of the Notes
Loss Absorption: Subordinated Notes may be subject to loss absorption on any application of the general bail-in tool as described in Condition 16 of the Terms and Conditions of the Italian Law Notes, and each Noteholder acknowledges and agrees to be bound by the exercise of any Bail-in Power by the Relevant Resolution Authority
Target Market: Manufacturer target market (MIFID II and UK MIFIR 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 or the UK
Listing: Luxembourg Stock Exchange
Denomination: EUR 200k + 1k
Docs: Euro 6,000,000,000 EMTN Programme, with Base Prospectus dated 10th November 2021 and supplemented on 11th January 2022
Governing Law: Italian law
Joint Lead Managers: Barclays, BNP Paribas, Citi, IMI-Intesa Sanpaolo, NatWest Markets, Santander
ISIN / common code: XS2433828071 / 243382807
Timing: Book’s open, today’s business