Topgun1976
Guest
sicuro? a me pare sia una emissione da 500milioni, quindi non esattamente piccola (molte emissioni italiane di tier1 non superano i 30milioni, inclusa la antonveneta qui molto trattata..)
Intanto ho reperito il prospetto
Loss Absorption Upon
Supervisory Event:
The amount of Accrued Interest, if any, and thereafter, if necessary,
the Current Principal Amount of the Notes may be reduced following a
Supervisory Event (unless the Issuer first completes a capital increase
or certain other transactions). The amount by which Accrued Interest
and, as the case may be, the then Current Principal Amount are
reduced, will be equal to the amount of the insufficiency of the share
capital increase or any other proposed measures aiming at an increase
of the Tier 1 Capital to remedy the Supervisory Event. For the
avoidance of doubt, the first remedy to the capital deficiency event will
be a share capital increase. See “Terms and Conditions of the Notes –
Loss Absorption and Return to Financial Health”.
Write-down mechanism following Supervisory Event
The Notes were issued for capital adequacy regulatory purposes with the intention and purpose of being
eligible as Tier 1 Capital for the Issuer, subject to the limits on the portion of the Issuer’s Tier 1 capital that may
consist of hybrid securities in accordance with Applicable Banking Regulations and the interpretations of the
SGCB. Such eligibility depends upon a number of conditions being satisfied and which are reflected in the
terms and conditions of the Notes. One of these relates to the ability of the Notes and the proceeds of their issue
to be available to absorb any losses of the Issuer. Accordingly, in certain circumstances and/or upon the
occurrence of certain events, payments of interest under the Notes may be restricted and, in certain cases,
forfeited and the amount of Accrued Interest and the Current Principal Amount of the Notes may be reduced
5.1 Loss Absorption
In the event of the occurrence of a Supervisory Event, the board of directors of the Issuer will convene
an extraordinary shareholders’ meeting within the three months following the occurrence of the Supervisory
Event in order to propose a share capital increase or any measure regarded as necessary or useful to remedy the
Supervisory Event. If the share capital increase or any proposed measures are not accepted by the extraordinary
shareholders’ meeting or if the share capital increase is not sufficiently subscribed to remedy the Supervisory
Event, or if the Supervisory Event remains on the last day of the calendar quarter following the quarter during
which the Supervisory Event has occurred, the Issuer will implement, within 10 Business Days (as defined in
Condition 7.2) following the last day of this calendar quarter, a reduction of the amount of Accrued Interest, if
any, and thereafter, if necessary, of the Current Principal Amount of the Notes (“Loss Absorption”). A Loss
Absorption will firstly be implemented by partially or fully reducing the amount of the Accrued Interest, if any.
If the total reduction of Accrued Interest is not sufficient for the purpose of the Loss Absorption, a further Loss
Absorption will be implemented by partially or fully reducing the Current Principal Amount of the Notes.
The amounts by which Accrued Interest and, as the case may be, the then Current Principal Amount of
the Notes are reduced (the “Reduction Amounts”) will be equal to the amount of the insufficiency of the share
capital increase or any other proposed measures aiming at an increase of the Tier 1 Capital to remedy the
Supervisory Event.
Notwithstanding any other provision, the Current Principal Amount of each Note shall never be
reduced to an amount lower than one euro cent.
For the avoidance of doubt, the first remedy to the Supervisory Event will be the share capital increase.
To the extent such increase of share capital or other measures are not sufficient, the Loss Absorption will be
applied first against the amount of Accrued Interest, if any, and thereafter, if necessary, against the Current
Principal Amount of the Notes as herein described.
Accrued Interest and the Current Principal Amount of the Notes pursuant to the above provision may
be reduced on one or more occasions, as required.
In the event that other Deeply Subordinated Obligations which would be subject to such reductions are
outstanding, such reductions will be applied on a pro-rata basis among the Notes and such other Deeply
Subordinated Obligations.
Interest accrued and payable on any Compulsory Interest Payment Date is not subject to reduction.
Notice of any Supervisory Event and of any End of Supervisory Event shall be given to the
Noteholders in accordance with Condition 11 and (for so long as the Notes are listed on the Luxembourg Stock
Exchange and the rules of that exchange so require) to the Luxembourg Stock Exchange. Such notice shall be
given as soon as practicable following the occurrence of a Supervisory Event and of any End of Supervisory
Event. Notice of any reduction of the Current Principal Amount of the Notes shall be given to the Noteholders
in accordance with Condition 11 and (for so long as the Notes are listed on the Luxembourg Stock Exchange
and the rules of that exchange so require) to the Luxembourg Stock Exchange. Such notices shall also be given
to the Noteholders in accordance with the rules of any additional exchanges on which the Notes may be listed
following their issuance. Such notice shall be given at least seven Business Days prior to the relevant reduction
of the Current Principal Amount or Accrued Interest, as the case may be.
5.2 Return to Financial Health
If a positive Consolidated Net Income is recorded for at least two consecutive financial years reported
following the End of Supervisory Event (a “Return to Financial Health”), the Issuer shall increase the Current
Principal Amount of the Notes (a “Reinstatement”) in a maximum amount that will ensure that any such
24
Reinstatement (either up to the Original Principal Amount or up to any other amount lower than the Original
Principal Amount) does not trigger the occurrence of a Supervisory Event.
Whether or not a Return to Financial Health has occurred, the Issuer shall increase the Current
Principal Amount of the Notes up to the Original Principal Amount (which shall also constitute a
“Reinstatement”) prior to:
(i) any declaration or payment of a dividend (whether in cash, shares or any other form but
excluding a dividend paid in additional shares), or more generally any payment of any nature,
by the Issuer on any class of share capital or on other equity securities issued by the Issuer, in
each case to the extent categorised as Tier 1 Capital, on the T3CJ, or on Deeply Subordinated
Obligations or under any Support Agreement, unless such payment on Deeply Subordinated
Obligations or under Support Agreements was required to be made as a result of a dividend or
other payment having been made on any class of such share capital or on other such equity
securities issued by the Issuer; or
(ii) any declaration or payment by any subsidiary of the Issuer of a dividend on any Parity
Securities, unless such dividend was required to be paid as a result of a dividend or other
payment having been made on any class of such share capital or on other such equity
securities issued by the Issuer or on any other Parity Securities; or
(iii) any optional redemption by the Issuer of the Notes in accordance with their terms.
No payments will be made to holders of the T3CJ, of shares of any class whatsoever of the share
capital of the Issuer or of any other equity securities issued by the Issuer, in each case to the extent categorised
as Tier 1 Capital, before all amounts due, but unpaid, to all Noteholders under the Notes have been paid by the
Issuer.
No such Reinstatement shall be made in the event of a redemption or repurchase by the Issuer or any
subsidiary of the Issuer of any Parity Securities, other Deeply Subordinated Obligations or any other securities
issued by the Issuer or any loans granted to the Issuer which rank pari passu with the Notes or in the event of a
redemption, repurchase or other acquisition by the Issuer of the T3CJ or of any class of its share capital.
The amount of any Reinstatement will not exceed the amount of the latest positive Consolidated Net
Income of the Issuer.
For the avoidance of doubt, any Reinstatement shall be made in a maximum amount that will ensure
that such Reinstatement does not trigger the occurrence of a Supervisory Event or, except with respect to
Condition 5.2 (iii) above, a worsening of a Supervisory Event.
In the event that other Deeply Subordinated Obligations are outstanding and may also benefit from a
reinstatement or an increase of their Current Principal Amount in accordance with their terms, any
Reinstatement will be applied on a pro-rata basis with other reinstatements or increases of the principal amount
made on such other Deeply Subordinated Obligations.
Such Reinstatement or increase of the Current Principal Amount of the Notes shall be made on one or
more occasions in the conditions described above until the Current Principal Amount of the Notes has been
reinstated to the Original Principal Amount (save in the event of occurrence of another Supervisory Event).
Any Accrued Interest that has been reduced pursuant to Condition 5.1 shall not be reinstated pursuant
to this Condition 5.2.
Notice of any Return to Financial Health shall be given to the Noteholders in accordance with
Condition 11 and (for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of that
exchange so require) the Luxembourg Stock Exchange. Notice of any Reinstatement and any increase of the
Current Principal Amount of the Notes shall be given to the Noteholders in accordance with Condition 11 and
(for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of that exchange so
require) to the Luxembourg Stock Exchange. Notice shall also be given to the Noteholders in accordance with
the rules of any additional exchanges on which the Notes may be listed following their issuance.
Se lo posti nel 3d contenitore non si perde thanks
