Società Cattolica Di Assicurazione – Società Cooperativa
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PROSPECTUS DATED 12 DECEMBER 2017 Società Cattolica di Assicurazione – Società Cooperativa €500,000,000 Fixed/Floating Rate Subordinated Notes due December 2047 callable December 2027 Issue Price: 100 per cent. The €500,000,000 Fixed/Floating Rate Subordinated Notes due December 2047 callable December 2027 (the Notes) of Società Cattolica di Assicurazione – Società Cooperativa (the Issuer) will be issued on 14 December 2017 (the Issue Date). The obligations of the Issuer under the Notes in respect of principal, interest and other amounts, constitute unconditional, unsecured and subordinated obligations and rank pari passu without any preference among themselves and at least equally with all other Parity Securities but junior to any unconditional, unsubordinated, unsecured obligations of the Issuer (and the policyholders of the Issuer) (and any other obligations which are less subordinated than the Notes) and senior to any Junior Securities, as set out and defined in the " Terms and Conditions of the Notes – Status of the Notes". Unless previously redeemed or repurchased and cancelled in accordance with the Conditions and subject as set out in Condition 4, the Notes will bear interest on their principal amount from (and including) the Issue Date to (but excluding) 14 December 2027 (the Interest Reset Date), at the rate of 4.25 per cent. per annum, payable, subject as provided in the Conditions, annually in arrear on each Initial Period Interest Payment Date commencing on 14 December 2018, provided that the interest payment on the Interest Payment Date falling on 14 December 2018 will be in respect of the period from (and including) the Issue Date to (but excluding) 14 December 2018. If the Issuer has not redeemed the Notes in accordance with Condition 5 on the Interest Reset Date, the Notes will bear interest from and including the Interest Reset Date to but excluding the date of redemption of the Notes, at the Floating Rate of Interest (as defined in "Terms and Conditions of the Notes") payable, subject as provided in the Conditions, quarterly in arrear on each Interest Payment Date. Payment of interest on the Notes may be deferred at the option of the Issuer, or shall be deferred under certain circumstances, as set out in "Terms and Conditions of the Notes – Interest and Interest Deferral - Interest Deferral". Unless previously redeemed by the Issuer as provided below, the Notes will be redeemed on 14 December 2047 at their principal amount, together with interest accrued to, but excluding, such date and any Arrears of Interest. The Issuer may, subject to the satisfaction of the Conditions for Redemption and Purchase, redeem all, but not some only, of the Notes on the Interest Reset Date and on any Interest Payment Date thereafter, at their principal amount together with any interest accrued to, but excluding, the relevant date of redempt ion and any Arrears of Interest. The Issuer may also, at its option (but subject to satisfaction of the Conditions for Redemption and Purchase) and subject to certain conditions, redeem the Notes at the applicable Early Redemption Price at any time upon the occurrence of a Gross-up Event, a Tax Deductibility Event, a Rating Methodology Event or a Regulatory Event (each as defined in "Terms and Conditions of the Notes"). If at any time the Issuer determines that a Tax Event (as defined in "Terms and Conditions of the Notes"), a Regulatory Event or a Rating Methodology Event has occurred on or after the Issue Date, the Issuer may, as an alternative to exercising its right to call the Notes as described above, on any Interest Payment Date, without the consent of the Noteholders, (a) exchange the Notes for new notes r eplacing the Notes (the Exchanged Notes), or (ii) vary the terms of the Notes (the Varied Notes), so that (i) in the case of a Tax Event, the Exchanged Notes or Varied Notes (as the case may be) no longer trigger the relevant Tax Event, (b) in the case of a Regulatory Event, t he aggregate nominal amount of the Exchanged Notes or Varied Notes (as the case may be) is treated under the Applicable Regulations as Tier 2 Own Funds of the Issuer and/or the Issuer and its subsidiaries (the Group) for the purposes of the determination of the Issuer’s regulatory capital or, as appropriate, (c) in the case of a Rating Methodology Event, the Exchanged Notes or the Varied Notes receive (or contin ue to receive) the equity credit first assigned to the Notes by the relevant Rating Agency. Any such exchange or variation is subject to the certain conditions. See "Terms and Conditions of the Notes – Redemption and Purchase". This Prospectus has been approved by the Central Bank of Ireland as competent authority under the Prospectus Directive. The Central Bank of Ireland only approves this Prospectus as meeting the requirements imposed under Irish and European Union law pursuant to the Prospectus Directive. Such approval relates only to Notes that are to be admitted to trading on the regulated market of the I rish Stock Exchange (the Main Securities Market) or on another regulated market for the purposes of Directive 2004/39/EC.Application has been made to the Irish Stock Exchange plc (Irish Stock Exchange) for Notes to be admitted to its official list (the Official List) and trading on the Main Securities Market. References in this Prospectus to the Notes being listed (and all related references) shall mean that the Notes have been admitted to the Official List and trading on the Main Securities Market. 0079932-0000034 RM:6107924.30 The Notes will initially be represented by a temporary global note (the Temporary Global Note), without interest coupons, which will be deposited on or about the Issue Date with a common depositary for Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, S.A. (Clearstream, Luxembourg). Interests in the Temporary Global Note will be exchangeable for interests in a permanent global note (the Permanent Global Note and, together with the Temporary Global Note, the Global Notes), without interest coupons, on or after 23 January 2018 (the Exchange Date), upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Note will be exchangeable for definitive Notes only in certain limited circumstances - see "Summary of Provisions relating to the Notes while Represented by the Global Notes". The Notes are expected to be rated BB+ by Standard & Poor’s Credit Market Services Italy S.r.l. (Standard & Poor's). Standard & Poor’s is established in the European Union and registered under Regulation (EC) No. 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies as amended (the CRA Regulation) and included in the list of credit rating agencies registered in accordance with the CRA Regulation published on the European Securities and Markets Authority’s website (www.esma.europea.eu/page/List-registered-and-certified-CRAs) as of the date of this Prospectus. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension, change or withdrawal at any time by the assigning rating agency. Prospective investors should have regard to the risk factors described under the section headed "Risk Factors" in this Prospectus, in connection with any investment in the Notes. Global Coordinator BANCA IMI Joint Lead Managers and Bookrunners BANCA IMI BARCLAYS NO MURA UBS INVESTMENT BANK Co-Managers BANCA AKROS – GRUPPO BANCO BPM INTERMO NTE 0079932-0000034 RM:6107924.30 1 This Prospectus comprises a prospectus for the purposes of Article 5.3 of the Prospectus Directive. When used in this Prospectus, Prospectus Directive means Directive 2003/71/EC as amended, including by Directive 2010/73/EU, and includes any relevant implementing measure in a relevant Member State of the EEA.The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated in it by reference (see "Documents Incorporated by Reference"). This Prospectus should be read and construed on the basis that those documents are so incorporated and form part of this Prospectus. Save for the Issuer, no other party has separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by Banca IMI S.p.A., Barclays Bank PLC, Nomura International plc and UBS Limited (together, the Joint Lead Managers) and/or Banca Akros S.p.A. – Gruppo Banco BPM and Intermonte SIM S.p.A. (the Co-Managers and, together with the Joint Lead Managers the Managers) as to the accuracy or completeness of the information contained or incorporated in this Prospectus or any other information provided by the Issuer in connection with the offering of the Notes. The Managers do not accept any liability in relation to the information contained or incorporated by reference in this Prospectus or any other information provided by the Issuer in connection with the offering of the Notes or their distribution. To the fullest extent permitted by law, none of the Managers, the Fiscal Agent or the Agent Bank accepts any responsibility for the contents of this Prospectus or for any other statements made or purported to be made by any Manager or on their behalf in connection with the Issuer or the issue and offering of any Notes.