Ciao,
anch'io sono sullo "shift event" che non ho mai trovato prima e sembra piu' una clausola di loss absorption che altro.
Pero' riguarda i titoli "class A" detenuti dalla banca , non riesco a capire quali possono essere le ricadute sul nominale dei titoli "class
B" una volta che i "Class A" siano stati rimborsati.
Sicuramente in presenza di shift event la cedola delle "Class B" e' sospesa
Shift event
(1) as a result of losses incurred by the Bank, on a consolidated or non-consolidated basis, the total risk-based capital ratio of the Bank, on a consolidated or non-consolidated basis, as calculated in accordance with applicable Italian banking laws and regulations, and either (a) reported in the Bank's annual or semi-annual consolidated or non-consolidated financial statements or (b) determined by the Bank of Italy and communicated to the Bank, falls below the then minimum requirements of the Bank of Italy specified in its February 2000 regulations governing Strumenti Innovativi di Capitale, as amended from time to time (currently 5.0 per cent.); or (2) proceedings are commenced for the liquidation, dissolution or winding up of (or similar proceedings with respect to) the Bank; or (3) the Bank of Italy, in its sole discretion, notifies the Bank that it has determined that the Bank's financial condition is deteriorating such that an event specified in either of clause (1) or (2) will occur in the near term.
Upon the occurrence of a Shift Event, all of the LLC Class A Preferred Securities will be automatically redeemed for all the Subordinated Notes then outstanding, without redemption of the LLC Class B Preferred Securities.
Additionally, the LLC will be prohibited from paying dividends on the LLC Class B Preferred Securities if a Shift Event has occurred and is continuing or would result from the payment of such dividends, except when it is required to pay Required Dividends, as described above.
The LLC
Antonveneta Capital L.L.C. II, a Delaware limited liability company, is a direct wholly-owned subsidiary of the Bank, acting through the Branch. The LLC will issue its common securities (the "LLC Common Securities"), its Class A Preferred Securities (the "LLC Class A Preferred Securities") and the LLC Class B Preferred Securities (together with the LLC Common Securities and the LLC Class A Preferred Securities, the "LLC Securities"). The sole assets of the LLC will be the Subordinated Notes (as defined below).
Payment of Dividends
The Bank will agree under the Subordinated Guarantees that if any amount due and payable under the
Class B Guarantee in respect of any Dividends on the L L C Class B Preferred Securities or under the Trust Guarantee
in respect of related distribution of Dividends on the Trust Preferred Securities in respect of the most recent
Dividend Period, as the case may be, has not been paid, the Bank will pay such amount pro rata with any dividend
or other payment made by the Bank or any Subsidiary on any Parity Securities and prior to any dividend or other
payment made by the Bank on any Junior Securities.
Maintenance of Ownership and Existence of the L L C and the Trust
The Bank will agree under each of the Subordinated Guarantees that for so long as any Trust Preferred
Securities or L LC Class B Preferred Securities remain outstanding, (1) 100 per cent. of the L L C Class A Preferred
Securities will be held by the Bank acting through the Branch or another branch of the Bank and (2) 100 per cent.of
the Trust Common Securities and the L L C Common Securities will be held by the Bank acting through the Branch or
another branch of the Bank or, with the prior approval of the Bank of Italy, if then required, a subsidiary of the Bank
that is deemed to be a "company controlled by the parent company" within the meaning of Rule 3a-5 under the 1940
Act.
The Bank will agree under the Class B Guarantee that for so long as any of the L L C Class B Preferred
Securities are outstanding, the Bank will not permit, or take any action to cause, the dissolution, liquidation or
winding up or termination of the LLC, unless the Bank is itself in liquidation and, if then required, the approval of
the Bank of Italy to such action has been received and all claims under the Class B Guarantee shall have been paid in
full. The Bank will agree under the Trust Guarantee that for so long as any of the Trust Preferred Securities are
outstanding, the Bank will not permit, or take any action to cause, the dissolution, liquidation, winding up or
termination of the Trust, unless a Trust Special Event occurs or the Bank is itself in liquidation and, if then required,
the approval of the Bank of Italy to such action has been received and all claims under the Trust Guarantee shall
have been paid in full.
