Obligation Hypo Vorarlberger Bank AG 0.125% ( CH0487087337 ) en CHF

Société émettrice Hypo Vorarlberger Bank AG
Prix sur le marché refresh price now   100 %  ▲ 
Pays  Autriche
Code ISIN  CH0487087337 ( en CHF )
Coupon 0.125% par an ( paiement annuel )
Echéance 03/09/2029



Prospectus brochure de l'obligation Hypo Vorarlberg Bank AG CH0487087337 en CHF 0.125%, échéance 03/09/2029


Montant Minimal 5 000 CHF
Montant de l'émission 230 000 000 CHF
Prochain Coupon 03/09/2025 ( Dans 117 jours )
Description détaillée Hypo Vorarlberg Bank AG est une banque autrichienne spécialisée dans le financement immobilier et les services bancaires aux entreprises et aux particuliers, principalement dans la région du Vorarlberg.

L'Hypo Vorarlberg Bank AG a émis une obligation (ISIN : CH0487087337) autrichienne d'un montant total de 230 000 000 CHF, négociée actuellement à 100 %, offrant un taux d'intérêt de 0,125 % avec une maturité fixée au 03/09/2029, payable annuellement, et accessible à partir d'un investissement minimum de 5 000 CHF.







Hypo Vorarlberg Bank AG
Bregenz, Austria
CHF 80,000,000
First Reopening of 0.125 per cent. Notes due 2029
the "Notes")
The Notes are issued under the EUR 6,000,000,000 Debt Issuance Programme (the "Programme") of Hypo
Vorarlberg Bank AG (the "Issuer"). The Notes are expected to be rated A3 by Moody's Deutschland GmbH. Full
information on the Notes is only available on the basis of the combination of the base prospectus for the Pro-
gramme dated 17 July 2019 included herein as Annex A (the "Prospectus"), the final terms applicable to the
Notes set forth on page 11 herein (the "Final Terms") in conjunction with the terms and conditions of the Notes
(the "Terms and Conditions") and any other information contained in this Swiss listing prospectus (the "Swiss
Listing Prospectus").
Issuer:
Hypo Vorarlberg Bank AG, Hypo-Passage 1, 6900 Bregenz, Austria
Interest Rate:
0.125 per cent. p.a., payable annually in arrears on 3 September, for the first time on 3 Septem-
ber 2020
Issue Price:
The Lead Manager (as defined below) has agreed to purchase the Notes at the price of 100.201
per cent. of the principal amount (before commissions and expenses) plus accrued interest from
3 September 2019 (180 days).
Placement Price:
According to demand
Issue Date:
3 March 2020
Redemption:
3 September 2029, at par
Early Redemption:
For taxation reasons only, at any time at par in accordance with the Terms and Conditions
Further Issues:
The Issuer reserves the right to issue further Notes of this series in accordance with the Terms
and Conditions.
Denomination:
CHF 5,000 nominal and multiples thereof
Form of the Notes:
The Notes will be represented by a Permanent Global Note (as defined in the Terms and Condi-
tions). Holders of interests in the Permanent Global Note do not have the right to request the
printing and delivery of definitive Notes.
Covenants:
Pari passu clause and cross default clause, in accordance with the Terms and Conditions
Listing and Trading:
The Notes have been admitted to trading on the SIX Swiss Exchange with effect from 28 Febru-
ary 2020 until 30 August 2029 and application will be made for the Notes to be listed in accord-
ance with the Standard for Bonds on the SIX Swiss Exchange.
Governing Law
The Notes are governed by German law. The status provisions in § 2 of the Terms and
and Jurisdiction:
Conditions shall be governed by, and shall be construed exclusively in accordance with, Austrian
law. The District Court (Landgericht) in Frankfurt am Main shall have non-exclusive jurisdiction for
any action or other legal proceedings arising out of or in connection with the Notes.
Selling Restrictions:
In particular United States of America and U.S. persons, European Economic Area, United
Kingdom, Japan and general selling restrictions.
Credit Suisse
Until Issue Date:
Swiss Security Number: 52066362
ISIN: CH0520663623
Common Code: 211674636
After Issue Date:
Swiss Security Number: 48708733
ISIN: CH0487087337
Common Code: 204379343
Swiss Listing Prospectus dated 28 February 2020
This Swiss Listing Prospectus has been prepared in connection with the offering and listing of the Notes in Switzerland only. The Notes will not be admit-
ted to trading on a regulated market in the European Economic Area and will be listed solely on the SIX Swiss Exchange. The Notes must not be offered
or sold within the European Economic Area in circumstances where a prospectus is required to be published under Regul ation (EU) 2017/1129 (the
"Prospectus Regulation") and neither the Issuer, nor the Lead Manager have authorised, nor do they authorise, the making of any offer of the Notes in
circumstances in which an obligation arises for the Issuer or the Lead Manager to publish a prospectus within the meaning of the Prospectus Regulation
for such offer. This Swiss Listing Prospectus has not been reviewed or approved by any competent authority in any Member State of the European Eco-
nomic Area and does not constitute a prospectus within the meaning of the Prospectus Regulation.


Selling Restrictions
In particular United States of America and U.S. persons, European Economic Area, United Kingdom,
Japan and general selling restrictions. For further information and the full text, which is solely
relevant, please refer to pages 371 to 374 of the Prospectus included herein as Annex A.
The Lead Manager has agreed that it will comply with all applicable securities laws and regulations
in force in any jurisdiction in which it purchases, offers, sells or delivers Notes or possesses or dis-
tributes this Swiss Listing Prospectus and will obtain any consent, approval or permission required
by it for the purchase, offer, sale or delivery by it of the Notes under the laws and regulations in
force in any jurisdiction to which it is subject or in which it makes such purchases, offers, sales or
deliveries and the Issuer shall not have any responsibility therefor.
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Forward-Looking Statements
This Swiss Listing Prospectus contains certain forward-looking statements and information relating to Hypo Vorarl-
berg Bank AG that are based on the current expectations, estimates, plans, strategic aims, vision statements, and
projections of their management and information currently available to Hypo Vorarlberg Bank AG.
These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may
cause the actual results of operations, financial condition, performance or achievements of the Issuer to be materi-
ally different from any future results, financial condition, performance or achievements expressed or implied by
such forward-looking statements. Terms and phrases such as "will", "believe", "expect", "anticipate", "intend",
"plan", "predict", "estimate", "project", "target", "assume", "may" and "could", and variations of these words and
similar expressions, are intended to identify forward-looking statements but are not the exclusive means of identify-
ing such statements.
Neither the Issuer, nor the Lead Manager undertake an obligation to update any forward-looking statement, even if
new information, future events or other circumstances have made them incorrect
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Table of Contents
Selling Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
Information on the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
Information on the Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Taxation in Switzerland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
Final Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
Terms and Conditions (English Language Version) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
Anleihebedingungen (German Language Version) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21
Debt Issuance Programme Prospectus dated 17 July 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Annex A
4


General Information
Notice to Investors
This Swiss Listing Prospectus shall be read and construed on the basis that (i) the annex to this Swiss Listing
Prospectus and (ii) the documents incorporated by reference in this Swiss Listing Prospectus, shall be deemed to
be incorporated in, and to form part of, this Swiss Listing Prospectus. Except as otherwise stated in this Swiss
Listing Prospectus, terms defined in the Prospectus shall have the same meaning when used in this Swiss Listing
Prospectus.
In accordance with article 109 of the Swiss Financial Services Ordinance, this Swiss Listing Prospectus has been
prepared in compliance with articles 652a and 1156 of the Swiss Code of Obligations, as such articles were in
effect immediately prior to the entry into effect of the Swiss Financial Services Act (the "FinSA"), and the listing
rules of SIX Swiss Exchange in their version dated 8 November 2019 and in force as of 1 January 2020. Conse-
quently, this Swiss Listing Prospectus has not been and will not be reviewed or approved by a Swiss review body
pursuant to article 51 of the FinSA, and does not comply with the disclosure requirements applicable to a pro-
spectus approved by such a review body under the FinSA.
The financial institution involved in the issuance and offering of the Notes is a bank, which directly or indirectly has
participated, or may participate, in financing transactions and/or banking business with the Issuer, which are not
disclosed herein.
Investors are advised to familiarise themselves with the entire content of this Swiss Listing Prospectus, the
Prospectus and the documents incorporated by reference in this Swiss Listing Prospectus.
Documents Incorporated by Reference
The following documents which have previously been published shall be incorporated in, and form part of, this
Swiss Listing Prospectus:
­
the Issuer's Annual Report 2018 including the consolidated financial statements (IFRS) for the year ended
31 December 2018 (and comparative statements for the previous year), the notes to the financial statements
and the auditor's report thereon; and
­
the Issuer's quarterly statement as of 30 September 2019 (Quartalsinformation zum 30. September 2019).
Documents Available
Copies of this Swiss Listing Prospectus and of the documents incorporated by reference herein are available free
of charge from Credit Suisse AG, Uetlibergstrasse 231, 8070 Zurich, Switzerland, or may be obtained by tele-
phone (+41 44 333 31 60), by fax (+41 44 333 57 79) or by e-mail to newissues.fixedincome@credit-suisse.
com.
Prospectus
This Swiss Listing Prospectus is available in English language only (except the quarterly statement as of 30 Sep-
tember 2019 which is only available in German) and provides information about the Issuer and the Notes. This
Swiss Listing Prospectus does not constitute an offer of, or an invitation to subscribe for or purchase, any Notes.
No person has been authorised to give any information or make any representation in connection with the offering
of the Notes other than as stated herein and any other information or representation if given or made should not be
relied upon as having been authorised by the Issuer, the Lead Manager or any of the Dealers (as defined in the
Programme). Neither the delivery of this Swiss Listing Prospectus, nor the issue of the Notes nor any sale thereof
shall, in any circumstances, create any implication that there has been no material adverse change in the affairs of
the Issuer since the date hereof.
5


Information on the Notes
Authorisation
In accordance with authorisations by the Board of Management of the Issuer duly adopted under the Programme
and pursuant to a subscription agreement dated 28 February 2020 between the Issuer on the first part, and Credit
Suisse AG (the "Lead Manager") on the second part, the Issuer has authorised the issue of the Notes in the prin-
cipal amount of CHF 80,000,000 to be paid on 3 March 2020 and maturing on 3 September 2029.
As of the Issue Date, the Notes shall be consolidated and form a single series with the Issuer's existing
CHF 150,000,000 0.125 per cent. Notes due 3 September 2029 issued on 3 September 2019, bringing the total
amount to CHF 230,000,000.
Use of Proceeds
The net proceeds from the issue of the Notes, amounting to CHF 79,950,800, will be used by the Issuer for its
general financing purposes. The Lead Manager shall have no responsibility for, nor be obliged to concern itself
with, the use of such net proceeds.
Notices
All notices in relation to the Notes will be published in electronic form on the internet site of the SIX Swiss Exchange
under the section headed Official Notices:
(currently: http://www.six-swiss-exchange.com/news/official_notices/search_en.html).
Representative
In accordance with Article 58a of the listing rules of the SIX Swiss Exchange the Issuer has appointed Credit
Suisse AG as its representative to lodge the listing application with the SIX Exchange Regulation.
6


Information on the Issuer
In addition to the information given below, please refer to Annex A hereto and the information included therein.
For a description of the Issuer, including information on the Issuer's capital structure, reference is made in parti-
cular to pages 347 to 359 of the Debt Issuance Programme Prospectus dated 17 July 2019 (Annex A).
For information in respect to the Issuer's financial statements, please refer to the section Documents incorporated
by reference on page 5 hereof.
Court, arbitral and administrative proceedings
Save as disclosed herein, the Issuer is not or has not been involved in any governmental, legal or arbitration pro-
ceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) which
may have, or have had in the recent past, significant effects on the financial position or profitability of the Issuer.
Dividends
The Issuer has paid the following dividends during the last five business years (amounts per share):
2014: EUR 10.00
2015: EUR 10.00
2016: EUR 43.50
2017: EUR 10.00
2018: EUR 10.00
Information on the Issuer's most recent business performance
Save as disclosed herein, there have been no significant changes in the performance of the Issuer's business
since 30 September 2019.
Material changes since the most recent annual financial statements
Except as disclosed herein, there has been no material adverse change in the financial condition or operations of
the Issuer since 31 December 2018, which would materially affect its ability to carry out its obligations under the
Notes.
7


Taxation in Switzerland
The following is a summary of certain tax implications under the laws of Switzerland as they may affect investors. It
applies only to persons who are beneficial owners of Notes and may not apply to certain classes of persons. The
Issuer makes no representations as to the completeness of the information nor undertake any liability of whatso-
ever nature for the tax implications for investors. Potential investors are strongly advised to consult their own pro-
fessional advisers in light of their particular circumstances.
Swiss Federal Withholding Tax
At present, payment of interest on the Notes and repayment of principal of the Notes are not subject to Swiss
federal withholding tax, provided that the Issuer is at all times resident and managed outside Switzerland for Swiss
tax purposes.
On 4 November 2015 the Swiss Federal Council announced a mandate to the Swiss Federal Finance Department
to institute a group of experts tasked with the preparation of a new proposal for a reform of the Swiss withholding
tax system. The new proposal is expected to include in respect of interest payments the replacement of the exist-
ing debtor-based regime by a paying agent-based regime for Swiss withholding tax similar to the one published on
17 December 2014 by the Swiss Federal Council and repealed on 24 June 2015 following the negative outcome
of the legislative consultation with Swiss official and private bodies. Under such a new paying agent-based regime,
if enacted, a paying agent in Switzerland may be required to deduct Swiss withholding tax on any payments or any
securing of payments of interest in respect of a Note for the benefit of the beneficial owner of the payment unless
certain procedures are complied with to establish that the owner of the Note is not an individual resident in
Switzerland.
Swiss Federal Securities Turnover Tax
The issue and the sale of a Note on the issuance day (primary market transaction) are not subject to Swiss federal
securities turnover tax (Umsatzabgabe). Secondary market dealings in Notes may be subject to the Swiss federal
securities turnover tax at a rate of up to 0.30 per cent. of the purchase price of the Notes, however, only if a secur-
ities dealer in Switzerland or Liechtenstein, as defined in the Swiss federal stamp duty act (Bundesgesetz über die
Stempelabgaben), is a party or acts as an intermediary to the transaction and no exemption applies.
Income Taxation on Principal or Interest
a) Notes Held by Non Swiss Holders
Payments of interest and repayment of principal by the Issuer to, and gain realised on the sale or redemption of
Notes by, a holder of Notes who is not a resident of Switzerland and who during the current taxation year has not
engaged in a trade or business through a permanent establishment in Switzerland to which such Note is attribut-
able will not be subject to any Swiss federal, cantonal or communal income tax in respect of such Note.
For the potential new Swiss withholding tax legislation replacing the current issuer based withholding tax system
for a paying agent based system, see above "--Swiss Federal Withholding Tax".
b) Notes Held as Private Assets by a Swiss Resident Holder
Individuals who are resident in Switzerland and who hold Notes as private assets are required to include all pay-
ments of interest on such Notes in their personal income tax return for the relevant tax period and will be taxable on
any net taxable income for such tax period.
A capital gain, including a gain relating to accrued interest realised on the sale or redemption of Notes by such a
Swiss resident holder, is a tax free private capital gain, and, conversely, a respective loss on the Note is a non tax
deductible private capital loss.
8


Notes without a "predominant one-time interest payment": Holders of Notes without a predominant onetime inter-
est payment (the yield-to-maturity predominantly derives from periodic interest payments and not from a onetime
interest payment) who are individuals receive payments of interest on Notes (either in the form of periodic interest
payments or as a one-time-interest-payment such as an issue discount or a repayment premium) are required to
include such payments in their personal income tax return and will be taxable on any net taxable income (including
the payments of interest on the Notes) for the relevant tax period.
Notes with a "predominant one-time interest payment": In the case of notes with a "predominant one-time interest
payment" (the yield-to-maturity predominantly derives from a one-time-interest-payment such as an original issue
discount or a repayment premium and not from periodic interest payments), the positive difference (including any
capital and foreign exchange gain) between the amount received upon sale or redemption and the issue price (if
the notes were purchased thereafter) will be classified as a taxable interest payment, as opposed to a tax-free
capital gain (differential taxation method). Losses realised on the sale of notes with a "predominant onetime inter-
est payment" may be offset against gains realised within the same tax period on the sale of any notes with a "pre-
dominant one-time interest payment".
c)
Notes Held as Swiss Business Assets and by Private Persons Classified as Professional Securities Dealers
Individuals who hold Notes as part of a business in Switzerland and Swiss resident corporate taxpayers and cor-
porate taxpayers resident abroad holding Notes as part of a permanent establishment in Switzerland, are required
to recognise the payments of interest and any gain realised on the sale or redemption of such Notes (including a
gain relating to interest accrued) and any loss on such Notes in their income statement for the respective tax
period and will be taxable on any net taxable earnings for such period. The same taxation treatment also applies to
Swiss resident individuals who, for income tax purposes, are classified as "professional securities dealers" for
reasons of, inter alia, frequent dealings and leveraged investments in securities.
Automatic Exchange of Information in Tax Matters
The Automatic Exchange of Information in Tax Matters ("AEI") is a global initiative led by the Organization of Eco-
nomic Co-Operation and Development (OECD). It aims to establish a universal standard for automatic exchange
of tax information and to increase tax transparency. Jurisdictions that are committed to implement or have imple-
mented the AEI (such as Switzerland, the member countries of the European Union ("EU") and many other juris-
dictions worldwide) require their Reporting Financial Institutions in accordance with the respective local imple-
menting law to determine the tax residence(s) of their account holders and controlling persons (as applicable) and,
in case of reportable accounts, report certain identification information, account information and financial informa-
tion (including the account balance and related payments such as interest, dividends, other income and gross
proceeds) to the local tax authority which will then exchange the information received with the tax authorities in the
relevant reportable jurisdictions.
More specifically, Switzerland has concluded a multilateral AEI agreement with the EU (replacing the EU savings
tax agreement) and has concluded bilateral AEI agreements with several non-EU countries. In accordance with
such multilateral agreements and bilateral agreements and the implementing laws of Switzerland, Switzerland has
begun exchange data so collected, and such data may include data about payments made in respect of the Notes.
9


Responsibility Statement
The Issuer accepts responsibility for all information contained in this Swiss Listing Prospectus and has taken all
reasonable care to ensure that the facts stated herein are true and accurate in all material respects and that there
are no other material facts, the omission of which would make any statement herein misleading, whether of fact or
opinion.
Bregenz, 28 February 2020
Hypo Vorarlberg Bank AG
By:
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