EFG International (Guernsey) Limited USD 400,000,000 5.000 Per Cent
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EFG International (Guernsey) Limited (incorporated with limited liability in Guernsey, Channel Islands) USD 400,000,000 5.000 per cent. Tier 2 Resettable Subordinated Notes due 2027 irrevocably and unconditionally guaranteed on a subordinated basis by EFG International AG (incorporated with limited liability in Switzerland) The USD 400,000,000 5.000 per cent. Tier 2 Resettable Subordinated Notes due 2027 (the " Notes ") will be issued by EFG International (Guernsey) Limited (the " Issuer ") on 5 April 2017 (the " Issue Date ") and will be unconditionally and irrevocably guaranteed on a subordinated basis (the " Subordinated Guarantee "), as described herein, by EFG International AG (the " Guarantor "). The Notes will, unless previously redeemed, repurchased and cancelled, or writ- ten-off, bear interest from (and including) the Issue Date to (but excluding) 5 April 2022 (the " Reset Date ") at a rate of 5.000 per cent. per annum, payable semi-annually in arrear on 5 April and 5 October in each year, subject to adjust- ment for non-business days. From the Reset Date, the Notes will, unless previously redeemed, repurchased and cancelled, or written-off, bear interest from (and including) the Reset Date to (but excluding) 5 April 2027 (the " Maturity Date ") at a rate per annum which shall be equal to the aggregate of the Benchmark Rate (as defined in the Terms and Conditions of the Notes (the " Conditions ")) as at the Reset Date and a margin of 2.978 per cent. per annum (the " Margin ") payable semi- annually in arrear. The Issuer may, at its option, subject to having received the consent of the Swiss Financial Market Supervisory Au- thority (" FINMA "), redeem all, but not some only, of the Notes on the Reset Date at their principal amount together with accrued and unpaid interest to the date of redemption. The Issuer may also, at its option, subject to having re- ceived the consent of the FINMA (if then required), redeem all, but not some only, of the Notes at their principal amount together with accrued and unpaid interest to the date of redemption, upon the occurrence of a Capital Event, or in the event of certain tax changes, all as defined and described under " Terms and Conditions of the Notes– Redemption, Purchases, Substitution, Cancellation and Variation ". FINMA's consent for an early redemption of the Notes will be subject to (i) the availability of sufficient regula- tory capital following such early redemption, or (ii) the issuance of regulatory capital of the same or higher quality than the Notes to replace the Notes. If a Viability Event occurs, a Write-Off will occur on the relevant Write-Off Date and the Noteholders (each as defined in the Conditions) will lose the entire principal amount of the Notes and all accrued and unpaid inter- est thereon that has not become due and payable prior to the relevant Write-Off Notice Date, all as described under " Terms and Conditions of the Notes–Write-Off upon a Viability Event ". The Notes are expected to be provisionally admitted to trading on SIX Swiss Exchange Ltd (" SIX ") from 5 April 2017 and application will be made for the Notes to be listed on SIX. The last day for trading will be the second SIX trading day prior to the date on which the Notes are fully redeemed, purchased and cancelled or written-off in accordance with the Conditions. The Notes shall be in denominations of USD 200,000 and integral multiples of USD 1,000 in excess thereof. The Notes will be represented by a global certificate deposited with a common depository for Clearstream Banking S.A. (" Clearstream, Luxembourg ") and/or Euroclear Bank SA/NV (" Euroclear " and, together with Clearstream, Luxem- bourg, the " Clearing Systems ") and registered in the name of such depository or its nominee. Beneficial interests in the Notes will be held through Clearstream, Luxembourg and/or Euroclear and their respective direct and indirect participants, and such direct and indirect participants will record beneficial interests on their books. The Issuer will not issue individual certificates in respect of the Notes except in limited circumstances set out in " Terms and Conditions of the Notes–Form, Denomination and Transfer " below. Settlement of the Notes will occur through the Clearing Sys- tems against payment for value on 5 April 2017. On issue, the Notes are to be rated BBB+ by Fitch Ratings Ltd. (" Fitch " or the " Rating Agency"). A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. No action has been or will be taken in any jurisdiction that would permit a public offering of the Notes in any jurisdic- tion other than Switzerland. The distribution of this information memorandum (the " Information Memorandum ") and the offer or sale of Notes may be restricted by law in certain jurisdictions, as described under " Selling and Transfer Restrictions ". This Information Memorandum does not constitute a prospectus for the purposes of Directive 2003/71/EC, as amended and, in accordance with such Directive, no prospectus is required in connection with the issuance of the Notes. The Notes have not been, and will not be, registered under the United States Securities Act of 1933 (the " Securities Act ") and are subject to United States tax law requirements. The Notes are being offered outside the United States by the Joint Lead Managers (as defined in " Selling and Transfer Restrictions ") in accordance with Regulation S under the Securities Act (" Regulation S "), and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the regis- tration requirements of the Securities Act. PURCHASING THE NOTES INVOLVES RISKS. FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN DECIDING WHETHER TO INVEST IN THE NOTES, SEE " RISK FACTORS " BEGINNING ON PAGE 5. INVESTORS SHOULD REACH THEIR OWN INVESTMENT DECISION ABOUT THE NOTES ONLY AFTER CONSULTATION WITH THEIR OWN FINANCIAL AND LEGAL ADVISERS ABOUT RISKS ASSOCIATED WITH AN INVESTMENT IN THE NOTES AND THE SUITABILITY OF INVESTING IN THE NOTES IN LIGHT OF THE PARTICULAR CHARACTERISTICS AND TERMS OF THE NOTES, WHICH ARE COMPLEX IN STRUCTURE AND OPERATION, AND IN LIGHT OF EACH INVESTOR'S PARTICULAR FINANCIAL CIRCUMSTANCES. Joint Lead Managers Citigroup Credit Suisse DBS Bank Ltd. SWISS SECURITY NUMBER 36281877 ISIN XS1591573180 COMMON CODE 159157318 The date of this Information Memorandum is 3 April 2017 RESPONSIBILITY STATEMENT Each of the Issuer and the Guarantor (the “ Responsible Persons ”) accepts responsibility for all information contained in this Information Memorandum and confirm that to the best of their knowledge, the information in this Information Memorandum is correct and that no material facts or circumstances have been omitted therefrom. None of the Joint Lead Managers assumes any responsibility for the accuracy or completeness of the information set forth in this Information Memorandum. Zurich, 3 April 2017 EFG International AG By: Giorgio Pradelli By: Emanuele Stauffer Deputy CEO and CFO Group General Counsel _________________________ _________________________ Duly authorised Duly authorised St Helier, 3 April 2017 EFG International (Guernsey) Limited By: Gerard Gardner By: Connie Clark Director Director _________________________ _________________________ Duly authorised Duly authorised i NOTICE TO INVESTORS No person is or has been authorised by the Responsible Persons to give any information or to make any representation not contained in or not consistent with this Information Memorandum or any other information supplied in connection with the offering of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Responsible Persons or the Joint Lead Managers (as defined below). Neither the delivery of this Information Memorandum nor the offering, sale or delivery of the Notes shall in any circumstances imply that the information contained herein concerning the Issuer and/or the Guarantor is correct at any time subsequent to the date hereof or that any other information supplied in connection with the offering of the Notes is correct as of any time subsequent to the date indicated in the document containing the same. The Joint Lead Managers expressly do not undertake to review the financial condition or affairs of the Issuer or the Guarantor during the life of the Notes or to advise any investor in the Notes of any information coming to their attention. Neither this Information Memorandum nor any other information supplied in connection with the issue and sale of the Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer, the Guarantor or the Joint Lead Managers that any recipient of this Information Memorandum or any other information supplied in connection with the issue and sale of the Notes should purchase any Notes. Neither this Information Memorandum nor any other information supplied in connection with the issue and sale of the Notes constitutes an offer or invitation by or on behalf of the Issuer or the Joint Lead Managers to any person to subscribe for or to purchase any Notes. In making an investment decision regarding the Notes, prospective investors should rely on their own independent investigation and appraisal of (a) the Issuer and the Guarantor, their business, their financial condition and affairs and (b) the terms of the offering, including the merits and risks involved. The contents of this Information Memorandum are not to be construed as legal, business or tax advice. Each prospective investor should consult its own advisers as to legal, tax, financial, credit and related aspects of an investment in the Notes.