offering circular FR0010161067
Da una lettura veloce dell ' offering circular risulta che e' effettivamente controllata per il 51% da ALLIANZ
In 1998, Allianz acquired a majority stake in AGF as a result of a take-over battle involving Generali of
Italy and Athéna, a smaller French insurer, which was eventually split up between AGF and Generali.
Among a series of complex transactions which settled the take-over battle, AGF sold its interests in the
German insurer AMB to Generali and acquired Royal Nederland. In addition, a number of Allianz
operations were transferred to AGF, mainly in France and Spain, the latter being 50 per cent. – 50 per cent.
owned jointly with RAS SpA, the Italian member of the Allianz Group.
In 1998, Allianz eventually obtained 51.7 per cent. ownership of AGF, representation on the Board and
entered into an agreement relating to the future corporate governance of AGF. The remaining 48.3 per cent.
of the shares was retained by institutional and private investors.
Ha la possibilita' di non pagare le cedole in casi particolari, e in caso di perdita delle cedole non si recuperano
(3
) On any Mandatory Non-Payment of Interest Event, the
Issuer shall not pay interest. A Mandatory Non-Payment of
Interest Event will be deemed to have occurred if:
(i) a Solvency Event has occurred prior to such Interest
Payment Date and is continuing; or
(ii) in the fiscal year immediately preceding such Interest
Payment Date, (a) the reported Consolidated Net
Income of the Issuer is less than or equal to zero and
(b) such negative Consolidated Net Income exceeds
the accumulated retained earnings (Retained
Earnings) of the Issuer for the two (2) financial years
immediately preceding the financial year for which
such negative Consolidated Net Income was
reported. Retained Earnings for this purpose shall be
Consolidated Net Income less annual dividends
declared for each of those two (2) financial years.
Any interest not paid on such dates will be lost and will
therefore no longer be due and payable by the Issuer.
C'e' una clausola di loss absorption con la possibilita' di reintegro del nominale se le condizioni della azienda si normalizzano.
Principal
As further specified under Condition 2(c) (Loss Absorption and Reinstatement) below:
(i) the Original Nominal Amount or then Nominal Amount of the Notes may be reduced, as required,
on one or more occasions following a Solvency Event; and
(ii) following any such reductions, the then Nominal Amount of the Notes may be increased, as required,
on one or more occasions following a Return to Financial Health.
In the event of the occurrence of a Solvency Event, the Conseil d’Administration of the Issuer undertakes to
convene an extraordinary shareholders’ meeting during the 3 month period immediately following the
occurrence of the Solvency Event to propose to its shareholders a share capital increase or any other
measure to remedy such Solvency Event. If no satisfactory measure is taken in order to fully cure the
Solvency Event,
a Loss Absorption will be implemented by a partial or full reduction of the then Nominal
Amount, all as further specified in Condition 2(c).
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