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UBS AT1 UPDATE : PRICE SET AT 6.875% NO FURTHER REVISIONS
Initial Price Guidance: 7-7.125%
Issuance entity: UBS Group (Hold Co)
Trigger Level: 7% phased-in CET1 & point of non-viability. Permanent write down.
Current Fully Loaded CET1: 14.5% (CHF30bn)
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND IS NOT A PROSPECTUS. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION CONTAINED IN THE LISTING PROSPECTUS WHICH WILL BE PUBLISHED BY UBS GROUP AG IF A TRANSACTION IS LAUNCHED SUBJECT TO MARKET CONDITIONS (THE "LISTING PROSPECTUS").
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, BY THE RECIPIENT, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ANY US PERSON (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT. OTHER SELLING RESTRICTIONS APPLY - PLEASE REFER TO THE LISTING PROSPECTUS.
DEFINED TERMS USED HEREIN SHALL HAVE THE SAME MEANING AS SET OUT IN THE LISTING PROSPECTUS.
UBS Group AG USD bmk PNC2021 Tier 1 Capital Notes:
Issuer: UBS Group AG
Instrument: Perpetual Subordinated Contingent Permanent Write Down Securities
Expected Instrument Ratings: We expect the rating to be BB from S&P and BB+ from Fitch, based on assigned ratings for previous AT1 instruments out of UBS Group AG
Listing: SIX Swiss Exchange
Offering / Governing Law: Reg S Only, Swiss Governing Law
Denominations: $200k with $1k increments thereafter
Size: USD Benchmark
Form: Uncertificated securities (Wertrechte), registered in the main register of SIX SIS Ltd or other intermediary recognised for such purposes by SIX Swiss Exchange Ltd
Over-allotment option: The Issuer has granted to the Joint Lead Managers an over-allotment option which, if exercised, would require the Issuer to increase the nominal amount of the issuance by up to 10% to a maximum nominal amount of [●], represented by [●] Notes. This over-allotment option is exercisable once only, in whole or in part, no later than [●] 2016. A single closing of the issuance of the Notes will take place on [●].
Settlement Date: [T+5]
Maturity/call: Perpetual-NC2021 / Callable on [●] March 2021 (First Call Date) and every Interest Payment Date thereafter
Initial Interest Rate: [●]% fixed from (and including) the issue date to (but excluding) the First Call Date
Interest Rate Reset: Reset on First Call Date and every 5 years thereafter, to a new fixed rate equal to the 5-year mid swap rate plus [●]bps
Interest Payment Dates: Annually in arrear on [●] March in each year commencing on [●] March 2017
Ranking: The Notes constitute direct, unsecured and subordinated obligations of the Issuer and rank pari passu and without any preference among themselves. Junior to the rights and claims of all holders of Senior Obligations (including, for the avoidance of doubt, Tier 2) pari passu with Parity Obligations and senior to Junior Obligations
Interest payments: Interest payments are fully discretionary and non-cumulative
Contractual Dividend Stopper: If any Interest Payment is cancelled, UBS Group AG shall not: (a) recommend a dividend on its Ordinary Shares (other than a dividend in kind paid in Ordinary Shares) or; (b) redeem, purchase or otherwise acquire Ordinary Shares (with Permitted Exclusions)
Redemption (Subject to FINMA Anytime, in whole and not in part upon the
approval): occurrence of a Tax Event or a Regulatory Event. A Regulatory Event is applicable if the Notes cease to qualify in full as AT1 or Buffer Capital, or both, and post a CAO Amendment Event if the Notes cease to be eligible in full as AT1 and/or counted towards either the Going-Concern LR Requirement or the Going-Concern RWA Requirement, or both
On the First Call Date (Year [•]) and any Interest Payment Date thereafter at par at the option of the Issuer, provided that the remaining capital still satisfies the requirements of National Regulations
Substitution and Amendment: Upon the occurrence of a Tax Event, Regulatory Event or Alignment Event the Notes may be amended so that remain or become, or substituted for, Compliant Securities. Compliant Securities must have economic terms which are not materially less favourable to a Holder than these Terms and Conditions
Contingent Write-down: Earlier of (i) the Trigger CET1 capital ratio is less than 7.0% (subject to higher trigger capital, if any, also absorbing losses first), or (ii) upon the occurrence of a Viability Event Upon a Contingent Write-down the full principal amount of the Notes (including accrued interest thereon) will automatically and permanently be written-down to zero on the Write-down Date
Viability Event: Earlier of (i) FINMA notifies the Issuer that a write-down is necessary to avoid bankruptcy or insolvency, or (ii) the Issuer has received an irrevocable commitment of extraordinary support from the Public Sector without which it would have become insolvent or bankrupt (in FINMA's opinion)
Stabilisation: FCA/ICMA stabilisation/Greenshoe
The distribution of this announcement and the offering of the securities to which this announcement relates (the “Securities”) may be restricted by law in certain jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions could result in a violation of the laws of any such jurisdiction.
The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold in the United States absent registration or exemption from registration under the U.S. Securities Act. Neither this document nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy any securities in the United States.
There will be no public offer of the Securities in the United States or in any other jurisdiction. This announcement is not being distributed to, and must not be passed on to, the general public in the United Kingdom and is not intended to be an invitation or inducement to engage in investment activity for the purpose of Section 21 of the Financial Services and Markets Act 2000 of the United Kingdom (the “FSMA”). This announcement is directed only at: (i) persons who are outside the United Kingdom; (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) of the United Kingdom; or
(iii) any other persons to whom this announcement for the purposes of Section 21 of the FSMA can otherwise lawfully be distributed (all such persons together being referred to as “relevant persons”), and must not be acted on or relied upon by persons other than relevant persons. Any investment or investment activity to which this announcement relates is available only to and will be engaged in only with relevant persons.
The Securities are not intended to be sold and should not be sold to retail clients in the EEA, as defined in the rules set out in the Temporary Marketing Restriction (Contingent Convertible Securities) Instrument 2014 or the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015 (as amended or replaced from time to time) other than in circumstances that do not and will not give rise to a contravention of those rules by any person. This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the Securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.