russiabond
Il mito, la leggenda.
Taglio da 200 vero Russia ?
Si
CR Asti Tier 1 perpetual 9,25% XS2247614493
Cassa di Risparmio di Asti S.p.A.
Notes:
€100MM Non-Cumulative Temporary Write-Down Deeply Subordinated Fixed Rate Resettable Notes
Issuer/Exp.Issue Ratings:
Unrated / Unrated
Structure:
Perp 5.5 (May-26)
Form:
RegS Only Bearer, CGN
Status of the Notes / Ranking:
The Notes constitute and will constitute direct, unsecured and subordinated obligations of the Issuer. Subordinated, ranking junior to all present or future indebtedness of the Issuer (other than any instrument or contractual right expressed to rank pari passu with the Notes), pari passu with other present or future Additional Tier 1 Capital instruments or any other instruments or obligations which rank or are expressed to rank pari passu with Notes and senior to share capital and securities which rank or are expressed to rank, pari passu with the share capital of the Issuer.
Pricing Date:
[20] November 2020
Settlement Date:
[27] November 2020 (T+5)
Size:
EUR 100,000,000
Coupon:
9.250% S/A
Maturity:
Perpetual (maturity linked to corporate duration of Cassa di Risparmio di Asti S.p.A., currently set at 31 December 2050, but may be extended by resolution of the shareholders’ meeting of the Issuer).
Interest:
Fixed rate of 9.250% per annum, non-cumulative, payable semi-annually, until the First Reset Date and thereafter reset every 5 years to the aggregate of the Margin (no step up) plus the then 5yr Mid-Swap Rate calculated on an annual basis and then converted to a semi-annual rate in accordance with market conventions.
General Redemption Option:
In whole, but not in part, at the Prevailing Principal Amount of the Notes, together with accrued but unpaid interest (to the extent non cancelled in accordance with the Conditions), up to, but excluding, the date fixed for redemption, and any additional amounts due pursuant to Condition 9 (Taxation), on any day falling in the period commencing on (and including) [27] November 2025 and ending on (and including) [27] May 2026 (the “First Reset Date”) or on any Interest Payment Date thereafter, subject to the prior approval of the Competent Authority and compliance with the other provisions set out in the Conditions.
Discretionary Interest Payments:
Interest on the Notes will be due and payable only at the sole discretion of the Issuer, and the Issuer shall have sole and absolute discretion at all times and for any reason to cancel (in whole or in part) for an unlimited period and on a non-cumulative basis the Interest Amounts otherwise scheduled to be paid on an Interest Payment Date.
Mandatory Cancellation of Interest Payments:
Interest payments must be cancelled in full or in part as applicable (i) when aggregated together with distributions on all other Own Funds instruments of the Issuer (excluding Tier 2 Capital instruments) paid or scheduled for payment in the then current financial year and any potential write-ups exceed the amount of Distributable Items excluding any payments already accounted for in determining the Distributable Items, and/or (ii) if, when aggregated with other distributions of the Issuer or the CR Asti Group, as applicable, of the kind referred to in Article 141(2) of the CRD IV and, if relevant, in any other similar payment restriction provision(s) under the Relevant Regulations (or, if different, any provisions of Italian law implementing Article 141(2) of the CRD IV, as amended or replaced) and, if relevant, such other provision(s) and the amount of any write-up (if applicable), would, if paid, cause the Maximum Distributable Amount (if any) then applicable to the Issuer and/or the CR Asti Group to be exceeded and/or (iii) if required to be cancelled by an order to the Issuer from the Competent Authority. In addition, accrued and unpaid interest, to (but excluding) the Write-Down Effective Date, shall also be cancelled if a Contingency Event occurs.
Events of Default:
None.
Enforcement Event:
In the event of a compulsory winding up (Liquidazione Coatta Amministrativa) of the Issuer pursuant to Articles 80 and following of the Italian Banking Act, then the Notes shall become immediately due and payable. The rights of the noteholders in the event of a compulsory winding up will be calculated on the basis of the Prevailing Principal Amount of the Notes, plus any accrued but unpaid interest (to the extent not cancelled in accordance with the Conditions) up to, but excluding the date the Notes become immediately due and payable and any additional amounts due pursuant to Condition 9 (Taxation) (to the extent that such additional amounts are not cancelled in accordance with the Conditions).
Waiver of Set-Off:
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.
Early Redemption Events:
Callable at the Prevailing Principal Amount of the Notes together with any accrued but unpaid interest (to the extent non cancelled in accordance with the Conditions), up to, but excluding, the date fixed for redemption, and any additional amounts due pursuant to Condition 9 (Taxation) in whole but not in part, upon the occurrence of a Tax Event (loss of tax deductibility and payment of additional amounts, as defined in Condition 2 (Definitions and Interpretation)) or in whole but not in part upon the occurrence of a Capital Event (exclusion of the Notes in whole or in part from Additional Tier 1 capital of the Issuer or the CR Asti Group following a change in the regulatory classification of the Notes, as defined in Condition 2 (Definitions and Interpretation)), subject to the prior approval of the Competent Authority and in compliance with the other provisions set out in the Conditions.
Contingency Event:
If, at any time, the CET1 Capital Ratio of the Issuer or the CR Asti Group falls below 5.125 per cent.
Write-Down upon Contingency Event:
The Write Down will be effected (save as may otherwise be required by the Competent Authority) pro-rata with the Write-Down of other Notes and with the concurrent (or substantially concurrent) write-down (or write-off) or conversion into Ordinary Shares, as the case may be, of any Equal Loss Absorbing Instruments (based on the prevailing amount of the relevant Equal Loss Absorbing Instrument).
Write-up:
The Issuer may at its full discretion and subject to the Maximum Distributable Amount (if any) not being exceeded thereby, increase the Prevailing Principal Amount of each Note (a “Write-Up”) up to a maximum of the Initial Principal Amount, on a pro rata with the other Notes and with any Written- Down Additional Tier 1 Instruments that have terms permitting a principal write-up to occur on a basis similar to that set out in Condition 6.3 in the circumstances existing on the date of the relevant Write-Up (based on their prevailing principal amounts) and subject to certain limitations set out in the Conditions and by reference to the Maximum Write-Up Amount.
Acknowledgement of the Italian Bail-In Power:
Contractual acknowledgement of Loss Absorption Power by the Relevant Resolution Authority.
Modification:
Subject to Condition 7.8 (Conditions to early redemption and purchase) the Fiscal Agent and the Issuer may agree, without the consent of the Noteholders or Couponholders, to any modification of the Notes, the Coupons which is (a) to cure or correct any ambiguity or defective or inconsistent provision contained therein, or which is of a formal, minor or technical nature or (b) in the sole opinion of the Issuer, not prejudicial to the interests of the Noteholders and/or the Couponholders (provided the proposed modification does not relate to a matter in respect of which an Extraordinary Resolution would be required if a meeting of Noteholders were held to consider such modification) or (c) to correct a manifest error or proven error or (d) to comply with mandatory provisions of the law.
Gross up:
Standard (interest only)
Intended Regulatory Capital Treatment:
It is the intention of the Issuer that the Notes shall be treated for regulatory purposes as Additional Tier 1 Capital under the CRD IV Package both at the level of the Issuer and the level of the CR Asti Group.
Listing:
Applicable, Euronext Dublin Global Exchange Market
Governing Law:
Italian Law
Denomination:
€200,000 + €1,000
Documentation:
Standalone. Preliminary Listing Particulars dated [•] 2020
Target Market:
MiFID II Eligible counterparties and professional clients only / No PRIIPs KID
Timing:
Today's business
