Obbligazioni perpetue e subordinate Tutto quello che avreste sempre voluto sapere sulle obbligazioni perpetue... - Cap. 3

un tempo avremmo detto : giornata da Coca Cola e popcorn,copyright Zorba se non ricordo male.Da notare il malumore del Nasdaq con i menagramo tecnologici
 
IssuerAllianz SE {ALVGR Corp <GO>}
InstrumentPerpetual Fixed Rate Resettable Restricted Tier 1 Notes
IPTs3.25% Area (Annual/Coupon)
Issuer Senior RatingsAa3 (stable) / AA (stable) (Moody’s / S&P)
Issuer Sustainability RatingsISS ESG: Prime status / SAM: 88/100
Expected Issue RatingsBaa1 / A (Moody’s / S&P)*
StatusUnsecured and subordinated obligations of the Issuer, ranking pari passu among themselves and subordinated to the Issuer’s Senior Ranking Obligations (including unsubordinated obligations, Tier 2 basic own-funds and Tier 3 basic own-funds and any grandfathered RT1 instruments which rank pari passu with Tier 2 basic own-funds), senior only to equity
Issue AmountEUR Benchmark
Settlement Date17 November 2020 (T+5)
Reset Dates30 April 2031 (the “First Reset Date”) and any fifth anniversary of the immediately preceding Reset Date
Maturity DatePerpetual
Redemption at the Option of the IssuerThe Issuer may redeem the Notes (in whole only) on (i) each Business Day falling in a period from and including 30 October, 2030 to (but excluding) the First Reset Date; (ii) the First Reset Date; (iii) after the First Reset Date, each Business Day falling in a period from and including the 30 October immediately before each Reset Date to (but excluding) such Reset Date; and (iv) each Reset Date, at the prevailing Reference Nominal Amount, together with accrued interest, subject to the Conditions to Redemption; Optional redemption is prohibited unless any write-downs have been fully written up (subject to the 10-year write-up limitation)
Rate of InterestFixed rate of [●]% per annum, payable annually in arrear on 30 April in each year, commencing on 30 April 2021 (short first interest period) until (and excluding) the First Reset Date. Interest rate resets on the First Reset Date and every Reset Date thereafter to the sum of the applicable Reference Rate and the initial Credit Spread (no step-up)
Reference Rate5 year EUR mid-swap Rate
Credit Spread[●]bps p.a.
Day CountAct/Act
Optional Interest CancellationThe Issuer has the right to cancel (in whole or in part) any payment of interest on the Notes on any Interest Payment Date in its sole discretion
Mandatory Interest CancellationInterest will be mandatorily cancelled in case of (i) an Insolvency Event having occurred, including if it would occur as a result of such interest payment (ii) prohibition by order of the Competent Supervisory Authority (iii) a Solvency Capital Event having occurred, including if it would occur as a result of such interest payment (subject to an exceptional prudential waiver in certain circumstances), or (iv) insufficient Available Distributable Items
Solvency Capital EventNon-compliance by the Issuer and/or the Group with the solvency capital requirement applicable to the Issuer and/or the Group, or non-compliance by the Issuer with the minimum capital requirement applicable to the Issuer, or non-compliance by the Group with the minimum consolidated group solvency capital requirement applicable to the Group
Special Event RedemptionThe Issuer may redeem the Notes (in whole only) at the then current nominal amount together with any accrued interest at any time upon the occurrence of a Tax Event, Regulatory Event or Rating Agency Event. Any such redemption is subject to the Conditions to Redemption
Conditions to RedemptionAny redemption or purchase of the Notes is subject to: (i) no Insolvency Event having occurred, including if it would occur as a result of such redemption or purchase (ii) no Relevant Consolidated Subsidiary Insolvency Event occurring, unless the Competent Supervisory Authority does not object the redemption or repurchase (iii) no Solvency Capital Event having occurred, including if it would occur as a result of such redemption or purchase (subject to an exceptional prudential waiver in certain circumstances), and (iv) prior regulatory approval.
Any redemption or purchase of the Notes prior to 17 November 2025 is additionally subject to replacement with Tier 1 Own-Fund Items of at least the same quality (or, for redemption following a Regulatory Event or Tax Event, the respective solvency capital requirement applicable to the Issuer and/or the Group being exceeded by an Appropriate Margin and the Issuer demonstrating to the Competent Supervisory Authority that such event was not reasonably foreseeable at issuance). Any redemption or purchase of the Notes from (and including) 17 November 2025 to (but excluding) 17 November 2030 is additionally subject to the respective solvency capital requirement applicable to the Issuer and/or the Group being exceeded by an Appropriate Margin, unless replaced with Tier 1 Own-Fund Items of at least the same quality
Trigger EventDeemed to occur in case if:
(i) the Issuer’s Solo SCR Ratio and/or the Group SCR ratio is equal to or less than 75%;
(ii) the Issuer’s Solo MCR Ratio and/or Minimum Group SCR Ratio is equal to or less than 100%; or
(iii) the Solo SCR Ratio and/or the Group SCR Ratio is less than 100% but more than 75% and has not improved to at least 100% of the relevant solvency capital requirement for a period of at least 3 months (a “Special Trigger Event”)
Regulatory RatioMeans the Solo SCR Ratio, the Group SCR Ratio, the Solo MCR Ratio and the Minimum Group SCR Ratio
Principal Write-DownUpon the occurrence of a Trigger Event or a Deterioration Event, the current nominal amount of each Note shall be fully written down by reduction of the current nominal amount to EUR 0.01.
If a Special Trigger Event has occurred, the current nominal amount of each Note may be written down partially (x) by the amount sufficient to re-establish compliance with relevant Regulatory Ratio, or (y) on a linear basis in a manner which ensures that the full write-down will occur when the relevant Regulatory Ratio reaches 75%. The Notes may be written down on more than one occasion. Following the occurrence of a Special Trigger Event, the Issuer may, in certain circumstances and subject to obtaining a prudential waiver, elect to refrain from effecting a write-down
Principal Write-UpThe Notes may be written up at the Issuer's sole discretion if (i) each Regulatory Ratio is above 100% (at time of write-up and for the preceding financial year), the write-up would not cause any Regulatory Ratio to decline to/below 100% and there is no imminent risk that any Regulatory Ratio declines to 100% or less within the next 3 months after the write-up (ii) the net income of the Issuer of the immediately preceding financial year (to be determined on the basis of a pro forma calculation) is sufficient for a write-up (iii) loss absorbency is not undermined (iv) such write-up would not hinder recapitalisation, and (v) no Insolvency or Liquidation Proceedings are ongoing
Reference Nominal AmountIf the nominal amount was written down in full or in part and has not been written up to the then prevailing Reference Nominal Amount in full within ten years after the last write-down, then the Reference Nominal Amount of each Note shall be reduced to the current nominal amount of each Note as of the tenth anniversary of the last write-down. A Note that was previously written down can, at any time, only be written up to a maximum nominal amount equal to its then prevailing Reference Nominal Amount
FormatRegS Bearer
Selling RestrictionsProspective investors are referred to the selling restrictions contained in the section headed "Selling Restrictions" commencing on page 144 of the Preliminary Offering Circular dated 9 November 2020. In addition to the prohibition of sales to EEA and UK Retail Investors, there are specific restrictions on the offer, sale and transfer of the Notes in the United States, the United Kingdom, Hong Kong, Japan, Singapore, Switzerland, and Canada
Sales into CanadaYes – via Exemption
DocumentationPreliminary Offering Circular dated 9th November 2020
Governing LawGerman
Denominations / ListingEUR 200k / Luxembourg (Euro MTF)
 

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