Issuer FinecoBank S.p.A..
Maturity Perpetual
Issuer Rating BBB by S&P (outlook Negative)
Expected Issue Rating BB- by S&P
Nominal Amount EUR 300,000,000 (will not grow)
Pricing Date 11 July 2019
Settlement Date 18 July 2019 – T+5
First Call Date 3 December 2024
First Interest Payment Date 3 December 2019
Ranking Subordinated, ranking junior to all indebtedness (other than pari passu with the Notes), pari passu with other Additional Tier 1 Capital instruments and senior to share capital
IPTs 6.5% area (coupon)
Interest Fixed rate of [·]% per annum until the First Call Date and thereafter reset every 5 years to the then 5-Year Mid-Swap Rate + Margin (no step-up); Non-cumulative and in each case payable semi-annually
Interest Payment Dates 3 December and 3 June in each year, from (and including) 3 December 2019
Optional Cancellation of Interest The Issuer may decide in its sole discretion, to cancel any payment of interest otherwise due on any Interest Payment Date on a non-cumulative basis; No dividend pusher / no dividend stopper
Mandatory Cancellation of Interest Mandatory cancellation of interest payments upon(i) insufficient Distributable Items; and/or(ii) distributions exceeding the Maximum Distributable Amount; and/or(iii) the occurrence of a Contingency Event
General Redemption Option On any Optional Redemption Date (Call) at their Prevailing Principal Amount, plus any accrued but unpaid interest, subject to Conditions to redemption and purchase
Special Event Redemption Subject to certain conditions, the Issuer may, at its sole discretion redeem the Notes in whole, but not in part (in the event of redemption upon the occurrence of a Capital Event), or in part (to the extent permitted by the Relevant Regulations)(in the event of redemption upon the occurrence of a Tax Event), following the occurrence of a Capital Event or a Tax Event at their Prevailing Principal Amount, plus, in each case, any accrued but unpaid interest
Loss Absorption If, at any time, the Common Equity Tier 1 Capital Ratio of the Issuer or of the FinecoBank Group falls below 5.125 % (each or both a Contingency Event),
Reinstatement of principal amount 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 amount (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
Documentation Terms & Conditions (available), Agency Agreement, Subscription Agreement (including conditions precedent), due diligence satisfactory to the Joint Lead Managers and appropriate legal opinions
Joint Lead Managers BNP Paribas, UBS Investment Bank and UniCredit
Governing Law Italian Law
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 terms as deemed necessary give effect to the exercise by the Competent Authority of such Bail-in Power
Day Count Fraction Actual/Actual (ICMA)
Denomination EUR 200,000 + EUR 1,000 thereafter
U.S. Selling Restrictions / Applicable TEFRA The Notes may be offered and sold outside the United States to non U.S. persons in reliance on Regulation S under the Securities Act / TEFRA D applies
Listing Euronext Dublin
Clearing Systems Clearstream and Euroclear
Fees A fee will be paid to the Joint Bookrunners on this transaction
Target market MiFID II Eligible counterparties and professional clients only / No PRIIPs KID
ISIN [·]
