Issuer: | Coöperatieve Rabobank U.A. |
LEI: | DG3RU1DBUFHT4ZF9WN62 |
Issuer Senior Ratings: | Aa3 (Moody's, stable) / A+ (S&P, negative) / AA-
(Fitch, rating watch negative) |
Expected Issue Ratings: | Baa3 / BBB (Moody's / Fitch) |
Instrument: | Perpetual Additional Tier 1 Contingent Temporary Write Down Capital Securities |
Ranking: | Senior only to the Issuer’s obligations under the Participations and any other present or future instruments ranking pari passu with the Participations |
Size: | EUR Benchmark |
Tenor: | Perpetual NC 7.5-year |
IPTs: | 4.75% area coupon (S/A) |
Settlement: | 14 July 2020 (T+5) |
Issuer Call Option: | At any time in the six months prior to and including the First Reset Date and on each interest payment date thereafter in whole but not in part in an amount equal to the Prevailing Principal Amount together with any Outstanding Payments, subject to certain regulatory approval and other conditions , providing the Prevailing Principal Amount is equal to the Initial Principal Amount at any such time |
First Reset Date: | 29 December 2027 |
Interest: | Fixed rate of [ ] per annum payable semi-annually in arrear from (and including) the Issue Date to (but excluding) the First Reset Date. Thereafter, the interest rate will be reset every 5 years to a fixed rate based on the then prevailing 5-year EUR mid-swap rate (subject to any Benchmark Event) + the initial margin of [ ] bps (no step-up). Interest is payable semi-annually in arrear in equal instalments on 29 June and 29 December in each year, with a short first coupon to 29 December 2020. The Interest Payment Dates are aligned with Rabobank’s existing EUR AT1 and Certificates |
Interest Cancellation: | Fully discretionary, non-cumulative. Mandatory cancellation to the extent interest exceeds Distributable Items or payment would cause the Maximum Distributable Amount to be exceeded and to the extent required by Capital Regulations |
Write Down: | If the CET1 Ratio of the Rabobank Group has fallen below 7%; and/or (for so long as required under applicable Capital Regulations) the CET1 Ratio of the Issuer has fallen below 5.125% then Rabobank shall, subject to certain conditions: (i) reduce the then Prevailing Principal Amount of each Capital Security by the relevant Write Down Amount; and (ii) cancel any Interest which is accrued to the relevant Write Down Date and unpaid |
Write Up: | The Issuer shall have full discretion, to reinstate, to the extent permitted in compliance with the Capital Regulations, any portion of the relevant Write Down Amount, subject to certain conditions |
Regulatory Call: | If a Capital Event occurs and is continuing, then the Issuer may, subject to certain conditions, at any time redeem all, but not some only, of the Capital Securities at their Prevailing Principal Amount together with any Outstanding Payments, on the relevant date fixed for redemption |
Tax Call: | If as a result of a Tax Law Change that causes a change in the tax treatment of the Capital Securities, the Issuer will be required to pay Additional Amounts with respect to payments on the Capital Securities, then the Issuer may, at its option, subject to regulatory approval and other conditions, at any time redeem all, but not some only, of the Capital Securities at the Prevailing Principal Amount plus any Outstanding Payments |
Substitution / Variation: | If a Capital Event has occurred and is continuing, then subject to certain conditions, the Issuer may either substitute all (but not some only) of the Capital Securities for, or vary the terms of the Capital Securities so that they remain, or as appropriate become, Compliant Securities |
Documentation: | Preliminary Offering Circular relating to the Perpetual Additional Tier 1 Contingent Temporary Write Down Capital Securities dated 7 July 20020 and the final Offering Circular (when available) |
Advertisement: | The final Offering Circular (when available) will be available at https://www.rabobank.com/en/investors/funding/capital/index.html# |
Netroadshow: | FINAL LINK: www.netroadshow.com/nrs/home/#!/?show=537e9f01 (Recommended)
OR
Visit www.netroadshow.com and enter the requested deal entry code: RABOBK2020AT1 (not case-sensitive) |
PONV: | Contractual |
Governing Law: | Dutch Law |
Selling Restrictions: | Reg. S only. TEFRA D (no communication into the US). No sales to retail investors. Selling Restrictions as set out in the Preliminary Offering Circular dated 7 July 2020 |
Target Market: | Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs KID. FCA CoCo restriction |
Fees: | The Joint Bookrunners will be paid a fee by the Issuer in respect of the placement of the securities |
Form of Notes: | Bearer Notes |
Listing: | Euronext Dublin Global Exchange Market |
Denominations: | EUR 200 k |
Timing: | Today’s business |
ISIN: | XS2202900424 |
Joint Bookrunners: | BofA Securities, Credit Suisse, HSBC, Goldman Sachs International, Rabobank, UBS Investment Bank |