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GROUPAMA T 2 10 y
cms + 260- 265
Issuer: Groupama Assurances Mutuelles
Status: Senior Subordinated Notes
Solvency II Treatment: Tier 2 (expected)
Issuer Rating: A with positive outlook (Fitch)
Issue Exp. Rating: BBB (Fitch)
Amount: EUR 500mm (no-grow)
Settlement Date: [16] September 2019 (T+5)
Maturity Date: [16] September 2029
IPTs: €MS+260/265 area
Interest Payments: Fixed rate of [●]% payable per annum, payable annually in arrear commencing on [16] September 2020
Reoffer Price: [●]%
Redemption Price: 100%
Mandatory Interest Deferral: Deferral on each Interest Payment Date on which a Regulatory Deficiency has occurred and is continuing on such Interest Payment Date or that payment of all or part of any Interest Payment due would itself cause a Regulatory Deficiency, subject to exceptions as described in the Terms and Conditions
Regulatory Deficiency: (i) the own funds regulatory capital of the Issuer or of the Combined Regulatory Group is not sufficient to cover the capital requirement of the Issuer or the Combined Regulatory Group (including without limitation to the SCR and MCR) and either a deferral of interest is required or a redemption or repayment of principal is prohibited under the Solvency II Regulations in order for the Notes to qualify as "tier two" own funds regulatory capital; or (ii) the Relevant Supervisory Authority has notified the Issuer in view of the financial condition of the Issuer and/or the Combined Regulatory Group that it must take specified action in relation to the Notes and/or any payments thereunder; or (iii) the Issuer admits it is or is declared unable to meet its liabilities as they fall due with its immediately disposable assets
Arrears of Interest: May be paid in whole or in part at any time at the option of the Issuer (subject to the fulfilment of the Conditions to Payment) but shall become due and payable in full (whether or not the Conditions to Payment have been fulfilled) on whichever is the earliest of (i) the next Interest Payment Date which is a Compulsory Interest Payment Date; (ii) the date of any redemption of the Notes; or (iii) upon liquidation of the Issuer or the sale of the whole of the business subsequent to the opening of a judicial recovery procedure of the Issuer
Taxation: All payments in respect of the Notes shall be made free of withholding tax unless a withholding or deduction is required by law. If French law should require any such withholding or deduction in respect of the Notes and provided a Tax Alignment Event has occurred and is continuing, the Issuer shall, to the extent permitted by law, pay such additional amounts as may be necessary so that each Noteholder, after such withholding or deduction, will receive the full amount then due and payable on each Note in the absence of such withholding or deduction (except in certain limited circumstances), provided that no such additional amounts shall be payable prior to the Relevant Anniversary Date
Early Redemption: At par with any accrued interest upon a Withholding Tax Event, Gross-Up Event, Tax Deductibility Event, Capital Disqualification Event, Rating Methodology Event, Accounting Event and Clean-up Call, in each case if Conditions to Redemption and Purchase are met
Conditions to Redemption and Purchase: No Regulatory Deficiency has occurred and is continuing except if (a) the Relevant Supervisory Authority has exceptionally approved such redemption or purchase, (b) the Notes have been exchanged for or converted into another basic own-fund item of the Issuer of at least Tier 2 own funds regulatory capital and (c) the MCR of the Issuer and the Combined Regulatory Group is complied with after the redemption or purchase, and/or (ii) no Insolvent Insurance Affiliate Winding-up having occurred and is continuing, and/or (iii) Prior Approval of the Relevant Supervisory Authority has been obtained. In addition, certain other conditions to redemption apply in accordance with Solvency II Regulations
Governing Law: French law
Form of the Notes: RegS, dematerialised bearer form (au porteur)
Documentation: Standalone Preliminary Prospectus dated [9] September 2019
Denominations: EUR 100,000 + EUR 100,000
Listing: Euronext Paris
ISIN / Common Code: [●] / [●]
Target Market: Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA
Selling Restrictions: France, no sales to EEA Retail Investors, Italy, US (Reg S) and the UK as more fully described in the Preliminary Prospectus
Sole Structuring Agent: J.P. Morgan
Joint Bookrunners: BNP Paribas, Citi, Crédit Agricole CIB, HSBC, J.P. Morgan (B&D), Natixis
Timing: Books open - Today's business
