Bankinter, S.A

Offering Circular dated 10 July 2020 BANKINTER, S.A. (incorporated with limited liability under the laws of the Kingdom of Spain) Perpetual Non-Cumulative Contingent Convertible Additional Tier 1 Preferred Securities Issue Price: 100% The €350,000,000 Perpetual Non-Cumulative Contingent Convertible Additional Tier 1 Preferred Securities of €200,000 liquidation preference each (the Preferred Securities) are being issued by Bankinter, S.A. (the Bank, the Issuer or Bankinter) on 17 July 2020 (the Closing Date). The Bank and its consolidated subsidiaries are referred to herein as the Group. The Preferred Securities will accrue non-cumulative cash distributions (Distributions) as follows: (i) in respect of the period from (and including) the Closing Date to (but excluding) 17 July 2026 (the First Reset Date), at the rate of 6.25% per annum, and (ii) in respect of each period from (and including) the First Reset Date and every fifth anniversary thereof (each a Reset Date) to (but excluding) the next succeeding Reset Date (each such period, a Reset Period), at the rate per annum, calculated on an annual basis and then converted to a quarterly rate in accordance with market convention, equal to the aggregate of 6.714% per annum (the Initial Margin) and the 5-year Mid-Swap Rate (as defined in the terms and conditions of the Preferred Securities (the Conditions)) for the relevant Reset Period. Subject as provided in the Conditions, such Distributions will be payable quarterly in arrear on 17 January, 17 April, 17 July and 17 October, in each year (each a Distribution Payment Date). In respect of the period from (and including) the Closing Date to (but excluding) 17 October 2020 (the First Distribution Payment Date), the Distribution payable in respect of each Preferred Security will be €3,125 per Liquidation Preference. The Bank may elect, in its sole and absolute discretion, to cancel the payment of any Distribution in whole or in part at any time as further provided in Condition 3.3. Without prejudice to the right of the Bank to cancel the payments of any Distribution: (a) payments of Distributions in any financial year of the Bank shall be made only out of Distributable Items (as defined in the Conditions) of the Bank and to the extent that the Bank has insufficient Distributable Items to make Distributions on the Preferred Securities, the Bank will only make partial or, as the case may be, no payment of the relevant Distribution on the Preferred Securities; (b) if the Regulator (as defined in the Conditions) requires the Bank to cancel the relevant Distribution in whole or in part, the Bank will only make partial or, as the case may be, no payment of the relevant Distribution on the Preferred Securities; (c) the Bank may make partial or, as the case may be, no payments of the relevant Distribution on the Preferred Securities if and to the extent that such payment would cause a breach of any regulatory restriction or prohibition on payments on Additional Tier 1 Capital (as defined in the Conditions) pursuant to Applicable Banking Regulations (as defined in the Conditions); and (d) if the Trigger Event (as defined in the Conditions) occurs at any time on or after the Closing Date (as defined in the Conditions), the Bank will not make any further Distribution on the Preferred Securities including any accrued and unpaid Distributions. The Preferred Securities are perpetual. All, and not some only, of the Preferred Securities may be redeemed at the option of the Bank at any time in the period commencing on (and including) 17 January 2026 and ending on (and including) 16 July 2026 or on the First Reset Date and on any Distribution Payment Date thereafter, at the liquidation preference of €200,000 per Preferred Security plus any accrued and unpaid Distributions for the then current Distribution Period (as defined in the Conditions) to (but excluding) the date fixed for redemption (the Redemption Price). The Preferred Securities are also redeemable on or after the Closing Date at the option of the Bank in whole but not in part, at any time, at the Redemption Price if there is a Capital Event or a Tax Event (each as defined in the Conditions). Subject, in each case, to the prior consent of the Regulator (as defined in the Conditions) and otherwise in accordance with Applicable Banking Regulations (as defined in the Conditions) then in force. In the event of the occurrence of the Trigger Event (as defined in the Conditions) (i.e. if at any time the CET1 ratio (as defined in the Conditions) of the Group falls below 5.125%), the Preferred Securities are mandatorily and irrevocably convertible into newly issued ordinary shares in the capital of the Bank (Ordinary Shares) at the Conversion Price (as defined in the Conditions). In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Bank, holders of the Preferred Securities (each referred as Holder and jointly as Holders) will be entitled to receive (subject to the limitations described in the Conditions), in respect of each Preferred Security, their respective liquidation preference of €200,000 plus any accrued and unpaid Distributions for the then current Distribution Period to the date of payment of the Liquidation Distribution (as defined in the Conditions). The Preferred Securities will be issued in bearer form and will be represented by a global Preferred Security deposited on or about the Closing Date with a common depositary for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, S.A. (Clearstream). The Preferred Securities are expected, upon issue, to be assigned a BB rating by S&P Global Ratings Europe Limited. S&P Global Ratings Europe Limited is established in the European Union (EU) and is registered under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such, S&P Global Ratings Europe Limited is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with the CRA Regulation. A credit 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. The Preferred Securities may not be offered or sold in Spain other than by institutions authorised under the Spanish Securities Market Law approved by the Royal Legislative Decree 4/2015, of 23 October (texto refundido de la Ley de Mercado de Valores aprobado por el Real Decreto Legislativo 4/2015, de 23 de octubre) as amended (the Spanish Securities Market Law) and related legislation, and Royal Decree 217/2008 of 15 February on the Legal Regime Applicable to Investment Services Companies (Real Decreto 217/2008, de 15 de febrero, sobre el Régimen Jurídico de las empresas de servicios de inversión y de las demás entidades que prestan servicios de inversión), to provide investment services in Spain, and in compliance with the provisions of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the Prospectus Regulation), the Spanish Securities Market Law and any other applicable legislation, provided that offers of the Preferred Securities shall not be directed specifically at or made to investors located in Spain. The Preferred Securities are not intended to be offered, sold or otherwise made available and should not be offered, sold or otherwise made available to retail clients in any jurisdiction of the European Economic Area (EEA) or the United Kingdom (UK), as defined in the rules set out in the Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on Markets in Financial Instruments and amending Directive 2002/92/EU and Directive 2011/61/EU (as amended or replace from time to time, MiFID II). Prospective investors are referred to the section headed “Prohibition on marketing and sales to retail investors” on page 2,3 and 4 of this Offering Circular for further information. An investment in the Preferred Securities involves certain risks. For a discussion of these risks see “Risk Factors” beginning on page 8. Amounts payable under the Preferred Securities from and including the First Reset Date are expected to be calculated by reference to the 5- year Mid-Swap Rate which appears on the ICESWAP2 screen, which is administered by ICE Benchmark Administration Limited or by reference to EURIBOR 6-month (as defined in the Conditions) which appears on the EURIBOR01 screen, which is provided by the European Money Markets Institute. As of the date of this Offering Circular, ICE Benchmark Administration Limited and the European Money Markets Institute appear on the register of administrators and benchmarks established and maintained by the ESMA pursuant to Article 36 of the Regulation (EU) No 2016/1011 (the Benchmark Regulation). This Offering Circular does not comprise a prospectus for the purposes of Article 6 of the Prospectus Regulation as amended. Application has been made to the Irish Stock Exchange, now trading as Euronext Dublin (Euronext Dublin) for the Preferred Securities to be admitted to the Official List and trading on the Global Exchange Market of Euronext Dublin. This Offering Circular constitutes listing particulars for the purpose of such application and has been approved by Euronext Dublin. The Preferred Securities and any Ordinary Shares to be issued and delivered in the event of the occurrence of the Trigger Event have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the Securities Act), and are subject to United States tax law requirements. The Preferred Securities are being offered outside the United States 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.

Load more