Oggi collocamento
BANCO BPM EUR AT1 IPTs 8.875% area
Issuer:............BANCO BPM S.p.A (BAMIIM)(the “Issuer”)
Notes:.............Additional Tier 1 EUR Notes
Form:..............RegS only Bearer
Maturity:..........Perpetual
Issuer Rating:.....Ba2 (Moody’s) Stable, BBBL (DBRS) Stable
Exp. Issue Rating:.Caa1 / B by Moody’s / DBRS
Pricing Date:...... 11 April 2019
Settlement Date:...[18] April 2019
Size:..............EUR [●]
IPTs:..............8.875% area (s.a. coupon)
Redemption at the Option of the Issuer: Jun 2024 (the “First Reset Date”)
...................and on any Reset Date thereafter (“Optional Redemption Date (Call”)
Status of the Notes: Unsecured and subordinated obligations of the Issuer
...................that are intended to qualify for regulatory purposes as
...................Additional Tier 1 instruments to be included in the
...................Additional Tier 1 Capital of the Issuer or the Group.
...................The Notes shall rank (a) junior to all present or future
...................unsecured and unsubordinated obligations of the Issuer,
...................the Issuer’s obligations in respect of any Tier 2
...................instruments and any other present or future subordinated
...................obligations of the Issuer which rank, or are expressed
...................by their terms to rank, senior to the Notes;
...................(b) pari passu among themselves and with any other
...................present or future obligations of the Issuer which do
...................not rank, or are not expressed by their terms to rank,
...................junior or senior to the Notes (including Additional Tier 1
...................instruments); and (c) senior to any present or
...................future obligations of the Issuer which rank, or are
...................expressed by their terms to rank, junior to the Notes
...................(including, without limitation, the claims of the
...................shareholders of the Issuer and any other obligations
...................under instruments or items included in the CET1 capital
...................of the Issuer). Each holder of a Note unconditionally and
...................irrevocably waives any right of set-off, netting,
...................counterclaim, abatement or other similar remedy which
...................it might otherwise have, under the laws of any
...................jurisdiction, in respect of such Note
Interest:..........Fixed rate of [●]% per annum until the First Reset Date
...................and thereafter reset every 5 years [the “Reset Date”] to the aggregate of
...................the Margin plus the then 5-Year Mid-Swap Rate,
...................calculated on an annual basis and then converted
...................to a semi-annual rate in accordance with market
...................conventions; Non-cumulative and in each case payable
...................semi-annually. Act/Act ICMA
Margin:............[●]bps per annum (no step up)
Interest Payment Dates: June and December in each year, from (and including) June 2019 (short first)
Discretionary Interest Payments: The Issuer may decide in its sole
...................discretion, to cancel any payment of interest on any
...................interest payment date on a non-cumulative basis. No
...................dividend pusher / stopper
Mandatory Cancellation of Interest: Mandatory cancellation upon
...................(i) insufficient available Distributable Items;
...................(ii) interest payments on the Notes – when aggregated with
................... other relevant items - exceeding Maximum Distributable
...................Amount; (iii) if ordered so by the Relevant Authority;
...................(iv) occurrence of a Trigger Event
Optional Redemption:........(i) On each Optional Redemption Date (Call) at the Outstanding
...................Principal Amount plus accrued and unpaid interest and
...................any additional amounts due;
...................(ii) Upon reduction of interest deductibility or
...................obligation to pay additional amounts at any time at
...................the Outstanding Principal Amount plus any accrued
...................interest and any additional amounts due;
...................(iii) Upon full or partial exclusion from Additional
...................Tier 1 capital (Issuer or Group) at
...................any time at the Outstanding Principal Amount plus any
...................accrued interest and any additional amounts due, in
...................each case, subject to prior regulatory approval and in compliance with the
...................relevant provisions of the CRR
Write-Down following a Trigger Event: If, at any time, the CET1 Ratio of
...................the Issuer on a solo basis, or the Group on a
...................consolidated basis is less than 5.125 per cent (a
................... “Trigger Event”) then the Issuer shall cancel any
...................interest accrued and reduce the Outstanding Principal
...................Amount by the Write-Down Amount (on a pro rata basis
...................with other Loss Absorbing Instruments) until the CET1
...................Ratio of the Issuer and/or Group is restored to 5.125%
Principal reinstatement: If a positive Net Income or Consolidated Net
...................Income are recorded, then the Issuer may, in its full
...................discretion and subject to the Maximum Distributable
...................Amount, increase the Outstanding Principal Amount of the
...................Notes (on a pro-rata basis with other Loss Absorbing
...................Written-Down Instruments) by an amount not exceeding the
...................Maximum Reinstatement Amount
Listing:...........Luxembourg Stock Exchange’s Regulated Market
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 Conditions as deemed
...................necessary by the Relevant Authority to give effect to
...................the exercise of the Bail-in Power
Denomination:......EUR 200,000 + EUR 1,000