Obligation ABANCA Corporación Bancaria S.A 4.625% ( ES0265936015 ) en EUR

ABANCA Corporación Bancaria S.A

99.65 % ⇌

Espagne

ES0265936015 ( en EUR )

4.625% par an ( paiement annuel )

06/04/2030

Prospectus brochure de l'obligation ABANCA Corporación Bancaria S.A ES0265936015 en EUR 4.625%, échéance 06/04/2030

100 000 EUR

300 000 000 EUR

07/04/2024 ( Dans 187 jours )

L'Obligation émise par ABANCA Corporación Bancaria S.A ( Espagne ) , en EUR, avec le code ISIN ES0265936015, paye un coupon de 4.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 06/04/2030

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ABANCA CORPORACIÓN BANCARIA, S.A.
(incorporated as a limited liability company (sociedad anónima)
under the laws of the Kingdom of Spain)
300,000,000
Fixed Rate Reset Subordinated Notes due 7 April 2030
The issue price of the 300,000,000 Fixed Rate Reset Subordinated Notes due 7 April 2030 (the "Notes") of ABANCA Corporación
Bancaria, S.A. (the "Bank" or "ABANCA") is 100 per cent. of their principal amount. The Notes have been issued in denominations
of 100,000. The Notes were issued on 7 October 2019 (the "Issue Date"). The Bank and its consolidated subsidiaries are referred to
herein as the "ABANCA Group", and its parent company, ABANCA Holding Financiero, S.A. ("ABANCA Holding"), together with
its consolidated subsidiaries are referred to herein as the "ABANCA Holding Group".
As described in the terms and conditions of the Notes (the "Conditions"), unless previously redeemed, the Notes will be redeemed at
their principal amount on 7 April 2030. The Notes may be redeemed at the option of the Bank in whole, but not in part, at their
principal amount, together with any accrued and unpaid interest thereon to (but excluding) the date fixed for redemption, subject to
the conditions set out in Condition 4.2 including, without limitation, obtaining prior Supervisory Permission, if a Tax Event or a
Capital Event occurs (as such terms are defined in the Conditions). See Conditions 4.4 and 4.5 in "Conditions of the Notes".
In addition, the Bank may at its option, subject to the conditions set out in Condition 4.2 including, without limitation, obtaining prior
Supervisory Permission, redeem all, but not some only, of the Notes on the Reset Date, at their principal amount, together with any
accrued and unpaid interest thereon to (but excluding) the date fixed for redemption. See Condition 4.3 in "Conditions of the Notes".
The Notes bear interest on their outstanding principal amount (i) at a fixed rate of 4.625 per cent. per annum from (and including) the
Issue Date to (but excluding) the Reset Date (as defined in the Conditions) payable annually (except for the first Interest Period (as
defined in the Conditions)) in arrear on 7 April in each year, with the first Interest Payment Date on 7 April 2020 (short coupon), and
(ii) from (and including) the Reset Date (as defined in the Conditions), at the Reset Rate of Interest (as defined in the Conditions)
plus 5.014 per cent. per annum (the "Margin"), as determined by the Bank, payable annually in arrear on 7 April in each year, with
the first Interest Payment Date after the Reset Date on 7 April 2026 (see Condition 3 in "Conditions of the Notes"). Payments on the
Notes will be made in Euro without deduction for or on account of taxes imposed or levied by the Kingdom of Spain to the extent
described under Condition 7 in "Conditions of the Notes".
The payment obligations of the Bank under the Notes on account of principal constitute direct, unconditional, unsecured and
subordinated obligations (créditos subordinados) of the Bank, as more fully described in Condition 2 in "Conditions of the Notes".
The Notes are expected to qualify as Tier 2 Capital (as defined in the Conditions) of the Bank and the ABANCA Holding Group.
Subject to the prior Supervisory Permission and to compliance with the Applicable Banking Regulations, if a Capital Event or Tax
Event has occurred and is continuing, the Bank may substitute all (but not some only) of the Notes or vary the terms of all (but not
some only) of the Notes, without the consent of the Holders (as defined below), so that they become or remain Qualifying Tier 2 Notes
(as defined in the Conditions).
The Notes are rated "BB+" by Fitch Ratings España, S.A. Unipersonal ("Fitch") and "Ba3" by Moody's Investors Service España, S.A.
("Moody's"). Fitch and Moody's are established in the European Union ("EU") and are registered under Regulation (EC)
No 1060/2009 (as amended) on credit rating agencies (the "CRA Regulation"). Fitch and Moody's appear on the latest update of the
list of registered credit rating agencies (as of 5 July 2019) on the European Securities and Markets Authority ("ESMA") website. A
security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension, reduction
or withdrawal at any time by the assigning rating agency.
This document (together with the information incorporated by reference) constitutes a listing prospectus (the "Prospectus") for the
purposes of Article 3 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of the EU of 14 June 2017 (the
"Prospectus Regulation") and has been prepared in accordance with, and including the information required by Annexes 7 and 15 of
Delegated Regulation (EU) 2019/980 of 14 March 2019. This Prospectus has been approved by the Comisión Nacional de Mercado
de Valores (the "CNMV") as competent authority under the Prospectus Regulation. The CNMV has only approved this Prospectus as
meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such an approval
should not be considered as an endorsement of the Issuer or the quality of the Notes that are the subject of this Prospectus. Investors
should make their own assessment as to the suitability of investing in the Notes. Application has been made for the Notes to be
admitted to trading on the Spanish AIAF Fixed Income Securities Market ("AIAF"). AIAF is a regulated market for the purposes of
Directive 2014/65/EU on markets in financial instruments directive (as amended, "MiFID II").
Amounts payable under the Notes from and including the Reset Date are calculated by reference to the 5-year Mid-Swap Rate which
appears on the "ICESWAP2" screen, which is provided 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 at the date of this Prospectus, both ICE Benchmark Administration Limited and European Money Markets Institute appear
on the register of administrators and benchmarks established and maintained by ESMA pursuant to article 36 of the Regulation (EU)
No 2016/1011 (the "Benchmark Regulation").

- 1-

Title to the Notes is evidenced by book entries, and each person shown in the central registry of the Spanish settlement system managed
by Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. Unipersonal ("Iberclear") and in
the registries maintained by the participating entities (entidades participantes) in Iberclear ("Iberclear Members") as having an
interest in the Notes shall be (except as otherwise required by Spanish law) considered the holder of the principal amount of the Notes
recorded therein (a "Holder").
The Notes are complex financial instruments and are not a suitable or appropriate investment for all investors. Prospective
purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risks
and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial
condition.
An investment in the Notes involves certain risks. For a discussion of these risks see "Risk Factors" beginning on page 11.
The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S.
Securities Act"), and are subject to United States tax law requirements. The Notes are being offered outside the United States
in accordance with Regulation S under the U.S. 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 registration requirements of the U.S. Securities Act.

Joint Lead Managers

Banco Bilbao Vizcaya Argentaria, S.A.
BNP PARIBAS
BofA Merrill Lynch

Nomura

[Prospectus date]

- 2-

IMPORTANT NOTICES
ABANCA has not authorised the making or provision of any representation or information regarding
ABANCA or the ABANCA Group or the ABANCA Holding Group or the Notes other than as contained in
this Prospectus or as approved for such purpose by ABANCA. Any such representation or information
should not be relied upon as having been authorised by ABANCA or the joint lead managers named under
"Subscription and Sale" below (the "Joint Lead Managers").
None of the Joint Lead Managers, nor any of their respective affiliates, has separately verified the
information contained or incorporated by reference in this Prospectus. Neither the Joint Lead Managers nor
any of their respective affiliates have authorised the whole or any part of this Prospectus and none of them
makes any representation or warranty or accepts any responsibility as to the accuracy or completeness of
the information contained or incorporated by reference in this Prospectus or any other information supplied
by ABANCA in connection with the Notes. Neither the delivery of this Prospectus nor the offering, sale or
delivery of any Notes shall in any circumstances create any implication that there has been no adverse
change, or any event reasonably likely to involve any adverse change, in the condition (financial or
otherwise) of ABANCA, the ABANCA Group or the ABANCA Holding Group since the date of this
Prospectus or that any other information supplied in connection with the Notes is correct as of any time
subsequent to the date on which it is supplied or, if different, the date indicated in the document containing
the same. The Joint Lead Managers shall not be responsible for, or for investigating, any matter which is
the subject of, any statement, representation, warranty or covenant of ABANCA, the ABANCA Group or
the ABANCA Holding Group contained in the Prospectus, or any other agreement or document relating to
the Notes, or for the execution, legality, effectiveness, adequacy, genuineness, validity, enforceability or
admissibility in evidence thereof.
Each potential purchaser of Notes should determine for itself the relevance of the information contained or
incorporated by reference in this Prospectus and its purchase of Notes should be based upon such
investigation as it deems necessary. None of the Joint Lead Managers undertakes to review the financial
condition or affairs of ABANCA, the ABANCA Group or the ABANCA Holding Group during the life of
the arrangements contemplated by this Prospectus nor to advise any investor or potential investor in the
Notes of any information coming to the attention of the Joint Lead Managers.
This Prospectus does not constitute an offer of, or an invitation to subscribe for or purchase, any Notes.
The distribution of this Prospectus and the offering, sale and delivery of Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this Prospectus comes are required by ABANCA and
the Joint Lead Managers to inform themselves about and to observe any such restrictions. For a description
of certain restrictions on offers, sales and deliveries of Notes and on distribution of this Prospectus and
other offering material relating to the Notes, see "Subscription and Sale".
In particular, the Notes have not been and will not be registered under the U.S. Securities Act and are subject
to United States tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or
delivered within the United States or to U.S. persons.
In this Prospectus, unless otherwise specified, references to a "Member State" are references to a Member
State of the European Economic Area ("EEA"), references to "USD" are to United States dollars and
references to "", to "EUR" or "euro" are to the currency introduced at the start of the third stage of
European economic and monetary union, and as defined in Article 2 of Council Regulation (EC) No 974/98
of 3 May 1998 on the introduction of the euro, as amended. References to "billions" are to thousands
of millions.
Certain figures included in this Prospectus have been subject to rounding adjustments; accordingly, figures
shown for the same category presented in different tables may vary slightly and figures shown as totals in
certain tables may not be an arithmetic aggregation of the figures which precede them.

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Words and expressions defined in the Conditions (see "Conditions of the Notes") shall have the same
meanings when used elsewhere in this Prospectus unless otherwise specified.
Potential investors are advised to exercise caution in relation to any purchase of the Notes. If a potential
investor is in any doubt about any of the contents of this Prospectus, it should obtain independent
professional advice. Prior to making an investment decision, potential investors should consider carefully,
in light of their own financial circumstances and investment objectives, all the information contained in this
Prospectus or incorporated by reference herein.
The Notes are complex financial instruments and are not a suitable or appropriate investment for all
investors. Each potential investor in the Notes must determine the suitability of that investment in light of
its own circumstances. In particular, each potential investor may wish to consider, either on its own or with
the help of its financial and other professional advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained or incorporated by reference in
this Prospectus, taking into account that the Notes are a suitable investment for professional or
institutional investors only;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including where the currency for payments in respect of the Notes is different from the potential
investor's currency;
(iv)
understands thoroughly the terms of the Notes, including the provisions relating to redemption or
substitution of the Notes and any variation of their terms, and is familiar with the behaviour of
financial markets; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that may affect
its investment and its ability to bear the applicable risks.
A potential investor should not invest in the Notes unless it has the expertise (either alone or with its
financial and other professional advisers) to evaluate how the Notes will perform under changing conditions,
the resulting effects on the value of the Notes and the impact this investment will have on the potential
investor's overall portfolio.
The Notes are rated "BB+" by Fitch and "Ba3" by Moody's. Similar ratings assigned to different types of
securities do not necessarily mean the same thing and any rating assigned to the Notes does not address the
likelihood that interest (including any additional amounts payable in accordance with Condition 7) or any
other payments in respect of the Notes will be made on any particular date or at all. Credit ratings also do
not address the marketability or market price of securities.
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. Potential investors should not
rely on any rating of the Notes and should make their investment decision in light of its own circumstances.
The Bank does not participate in any decision making of the rating agencies and any revision or withdrawal
of any credit rating assigned to the Bank or any securities of the Bank is a third party decision for which
the Bank does not assume any responsibility.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE
COUNTERPARTIES ONLY TARGET MARKET  Solely for the purposes of each manufacturer's
product approval process, the target market assessment in respect of the Notes has led to the conclusion

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that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as
defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and
professional clients are appropriate. The target market assessment indicates that Notes are incompatible
with the needs, characteristic and objectives of clients which have no risk tolerance or are seeking on-
demand full repayment of the amounts invested. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the manufacturers' target market
assessment. However, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS  The Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of:
(i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning
of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key
information document (KID) required by the Regulation (EU) No 1286/2014 on key information documents
for packaged retail and insurance-based investment products (as amended, the "PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.

- 5-

TABLE OF CONTENTS
Page
IMPORTANT NOTICES ............................................................................................................................. 3
OVERVIEW ................................................................................................................................................. 7
RISK FACTORS ........................................................................................................................................ 11
INFORMATION INCORPORATED BY REFERENCE .......................................................................... 31
CONDITIONS OF THE NOTES ............................................................................................................... 33
USE OF PROCEEDS ................................................................................................................................. 56
DESCRIPTION OF ABANCA .................................................................................................................. 57
CAPITAL, LIQUIDITY AND FUNDING REQUIREMENTS AND LOSS ABSORBING POWERS . 102
TAXATION ............................................................................................................................................. 109
SUBSCRIPTION AND SALE ................................................................................................................. 119
MARKET INFORMATION .................................................................................................................... 121
GENERAL INFORMATION .................................................................................................................. 123
SIGNATURES ......................................................................................................................................... 126

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OVERVIEW
The following is an overview of certain information relating to the Notes, including the principal provisions
of the terms and conditions thereof. This overview must be read as an introduction to this Prospectus and
any decision to invest in the Notes should be based on a consideration of this Prospectus as a whole,
including the documents incorporated by reference. This overview is indicative only, does not purport to be
complete and is qualified in its entirety by the more detailed information appearing elsewhere in this
Prospectus. See, in particular, "Conditions of the Notes".
Words and expressions defined in the Conditions shall have the same meanings in this overview.
Issuer
ABANCA Corporación Bancaria, S.A.
Joint Lead Managers
Banco Bilbao Vizcaya Argentaria, S.A., BNP Paribas,
Merrill Lynch International and Nomura International plc.
Risk Factors
There are certain factors that may affect the Bank's ability to
fulfil its obligations under the Notes. These are set out under
"Risk Factors" below. In addition, there are certain factors
which are material for the purpose of assessing the market
risks associated with the Notes which are described in detail
under "Risk Factors" below.
Issue size
300,000,000.
Issue date
7 October 2019.
Issue details
300,000,000 Fixed Rate Reset Subordinated Notes due 7
April 2030.

ABANCA will request that the Notes qualify as Tier 2
Capital of ABANCA and the ABANCA Holding Group
pursuant to Applicable Banking Regulations.
Denomination
100,000 per Note.
Use and estimated net amount of
Net proceeds: 300,000,000.
Proceeds
The Bank intends to use the net proceeds from the issue of
the Notes for its general corporate purposes. See "Use and
Estimated Net Amount of Proceeds".
Interest
The Notes bear interest on their outstanding principal
amount as follows: (i) in respect of the period from (and
including) the Issue Date to (but excluding) the Reset Date
at the fixed rate of 4.625 per cent. per annum, payable
annually (except for the first Interest Period) in arrear on 7
April in each year, with the first Interest Payment Date on 7
April 2020 (short coupon); and (ii) in respect of the Reset
Period, at the rate per annum equal to the aggregate of the 5-
year Mid-Swap Rate (quoted on an annual basis) and the
Margin, payable annually in arrear on 7 April in each year,
with the first Interest Payment Date after the Reset Date on 7
April 2026.

For further information, see Condition 3. Payments on the
Notes will be made in euro without deduction for or on
account of taxes imposed or levied by the Kingdom of Spain
to the extent described under Condition 7 in the Conditions.

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Status of the Notes
The payment obligations of the Bank under the Notes on
account of principal constitute direct, unconditional,
unsecured and subordinated obligations of the Bank in
accordance with Article 92.2º of the Insolvency Law and
Additional Provision 14.3 of Law 11/2015, but subject to any
other ranking that may apply as a result of any mandatory
provision of law (or otherwise). The Notes are expected to
constitute Tier 2 Capital of the Bank and the ABANCA
Holding Group.

For further information, see Condition 2.
Optional Redemption
All, and not only some, of the Notes may be redeemed at the
option of the Bank, subject to the prior Supervisory
Permission and otherwise in accordance with Applicable
Banking Regulations, on the Reset Date, at their principal
amount, together with any accrued and unpaid interest
thereon to (but excluding) the date fixed for redemption.

The Notes are also redeemable on or after the Issue Date at
the option of the Bank in whole but not in part, at any time,
at their principal amount, together with any accrued and
unpaid interest thereon to (but excluding) the date fixed for
redemption if there is a Capital Event or a Tax Event, subject,
in each case, to the prior Supervisory Permission and
otherwise in accordance with the Applicable Banking
Regulations then in force.

For further information, see Conditions 4.3, 4.4 and 4.5.
Substitution and Variation
Subject to Supervisory Permission and otherwise in
accordance with the Applicable Banking Regulations, if a
Capital Event or Tax Event has occurred and is continuing,
the Bank may at any time substitute all (but not some only)
of the Notes or vary the terms of all (but not some only) of
the Notes, without the consent of the Holders, so that they
become or remain Qualifying Tier 2 Notes.

For further information, see Condition 4.6.
Purchases
The Bank, or any member of the ABANCA Group or the
ABANCA Holding Group, may purchase (or otherwise
acquire) or procure others to purchase (or otherwise acquire)
beneficially for their account, Notes in any manner and at
any price in accordance with Applicable Banking
Regulations in force at the relevant time and subject to
Supervisory Permission, if required. For further information,
see Condition 4.7.
Waiver of set-off
No Holder may at any time exercise or claim any Waived
Set-Off Rights against any right, claim, or liability the Bank
has or may have or acquire against such Holder, directly or
indirectly, howsoever arising and each Holder shall be
deemed to have waived all Waived Set-Off Rights to the

- 8-

fullest extent permitted by applicable law in relation to all
such actual and potential rights, claims and liabilities.
Meetings of Holders
The Conditions contain provisions for convening meetings
of Holders to consider matters affecting their interests
generally. The provisions governing the manner in which
Holders may attend and vote at a meeting of the holders of
Notes must be notified to Holders in accordance with
Condition 10 and/or at the time of service of any notice
convening a meeting.

For further information, see Condition 9.
Withholding Tax and Additional
All payments of interest and any other amounts payable
Amounts
(excluding, for the avoidance of doubt, any repayment of
principal) in respect of the Notes by or on behalf of the Bank
will be made free and clear of and without withholding or
deduction for or on account of any present or future taxes,
duties, assessments or governmental charges of whatever
nature unless such withholding or deduction is required by
law. In the event that any such withholding or deduction is
imposed or levied by or on behalf of the Kingdom of Spain
or any political subdivision thereof or any authority of
agency therein or thereof having power to tax in respect of
payments of interest and any other amounts (excluding for
the avoidance of doubt, any repayment of principal), the
Bank shall pay such additional amounts as will result in
Holders receiving such amounts as they would have received
in respect of such payments of interest and any other
amounts had no such withholding or deduction been
required, subject to the exceptions provided in Condition 7.

For further information, see Condition 7.
Form
The Notes have been issued in uncertificated, dematerialised
book-entry form in euro in an aggregate nominal amount
of 300,000,000 and denomination of 100,000 each.
Registration and settlement
The Notes have been registered with Iberclear as managing
entity of the Spanish Central Registry (both, as defined in the
Conditions). Holders of a beneficial interest in the Notes
who do not have, directly or indirectly through their
custodians, a participating account with Iberclear may
participate in the Notes through bridge accounts maintained
by each of Euroclear Bank SA/NV and Clearstream
Banking, S.A. with Iberclear.
Title and transfer
Title to the Notes is evidenced by book entries, and each
person shown in the Spanish Central Registry managed by
Iberclear and in the registries maintained by the Iberclear
Members as having an interest in the Notes shall be (except
as otherwise required by Spanish law) considered the holder
of the principal amount of the Notes recorded therein. For
these purposes, the "Holder" means the person in whose
name such Notes is for the time being registered in the

- 9-

Spanish Central Registry managed by Iberclear or, as the
case may be, the relevant Iberclear Member accounting book
(or, in the case of a joint holding, the first named thereof) and
Holder shall be construed accordingly.

The Notes are issued without any restrictions on their
transferability. Consequently, the Notes may be transferred
and title to the Notes may pass (subject to Spanish law and
to compliance with all applicable rules, restrictions and
requirements of Iberclear or, as the case may be, the relevant
Iberclear Member) upon registration in the relevant registry
of each Iberclear Member and/or Iberclear itself, as
applicable. Each Holder will be (except as otherwise
required by Spanish law) treated as the absolute owner of the
relevant Notes for all purposes (whether or not it is overdue
and regardless of any notice of ownership, trust or any
interest, or any writing on, or the theft or loss of, the
Certificate issued in respect of it), and no person will be
liable for so treating the Holder.
Rating
The Notes are rated "BB+" by Fitch and "Ba3" by Moody's.
Listing and admission to trading
Application has been made for the Notes to be admitted to
trading on AIAF. The Notes may also be admitted to trading
on any other European regulated market or multilateral
trading facility as may be agreed by ABANCA.
Governing Law
The Notes and any non-contractual obligations arising out of
or in connection with the Notes shall be governed by, and
construed in accordance with, Spanish law.
Selling Restrictions
There are restrictions on the offer, sale and transfer of Notes
in the United States, the EEA, the United Kingdom and
Spain. Regulation S, category 2 restrictions under the U.S.
Securities Act apply. The Notes have not and will not be
eligible for sale in the United States under Rule 144A of the
U.S. Securities Act.

- 10-

Document Outline

#1">ABANCA CORPORACIÓN BANCARIA, S.A.
#1">(incorporated as a limited liability company (sociedad anónima)
#1">under the laws of the Kingdom of Spain)
#1"> 300,000,000
#1">Fixed Rate Reset Subordinated Notes due 7 April 2030
#3">IMPORTANT NOTICES
#6">TABLE OF CONTENTS
#7">OVERVIEW
#11">RISK FACTORS
- #11">Risks relating to the ABANCA Group
- #23">Risks relating to the Notes
#31">INFORMATION INCORPORATED BY REFERENCE
- #32">English translations
#33">CONDITIONS OF THE NOTES
- #33">1. Form, Denomination and Title
  - #33">1.1 The Notes have been issued in uncertificated, dematerialised book-entry form (anotaciones en cuenta) in euro in an aggregate nominal amount of 300,000,000 and in the denomination of 100,000 (as reduced from time to time by any write down or canc...
  - #33">1.2 The Notes have been registered with Iberclear as managing entity of the central registry of the Spanish settlement system (the "Spanish Central Registry"). Holders of a beneficial interest in the Notes who do not have, directly or indirectly throu...
  - #33">1.3 Title to the Notes is evidenced by book entries, and each person shown in the Spanish Central Registry managed by Iberclear and in the registries maintained by the Iberclear Members as having an interest in the Notes shall be (except as otherwise ...
- #34">2. Status of Notes
  - #34">(a) senior to:
    - #34">(i) any claims for principal in respect of contractually subordinated obligations (créditos subordinados) of the Bank in accordance with Article 92.2º of the Insolvency Law qualifying as Additional Tier 1 Instruments;
    - #34">(ii) any claims for the liquidation amount of the ordinary shares of the Bank, and
    - #34">(iii) any other subordinated obligations (créditos subordinados) of the Bank which by law and/or by their terms, to the extent permitted by Spanish law, rank junior to the Bank's obligations under the Notes;
  - #34">(b) pari passu among themselves and with:
    - #34">(i) any claims for principal in respect of other contractually subordinated obligations (créditos subordinados) of the Bank in accordance with Article 92.2º of the Insolvency Law qualifying as Tier 2 Instruments of the Bank; and
    - #34">(ii) any other subordinated obligations (créditos subordinados) of the Bank which by law and/or by their terms, to the extent permitted by Spanish law, rank pari passu with the Bank's obligations under the Notes; and
  - #34">(c) junior to:
    - #34">(i) any claims for principal in respect of unsubordinated obligations (créditos ordinarios) of the Bank;
    - #34">(ii) any subordinated obligations (créditos subordinados) of the Bank under Article 92.1º of the Insolvency Law;
    - #34">(iii) any claims for principal in respect of other contractually subordinated obligations (créditos subordinados) of the Bank in accordance with Article 92.2º of the Insolvency Law not qualifying as Additional Tier 1 Instruments or Tier 2 Instruments;...
    - #34">(iv) any other subordinated obligations (créditos subordinados) of the Bank which by law and/or by their terms, to the extent permitted by Spanish law, rank senior to the Bank's obligations under the Notes.
- #34">3. Interest Payments
  - #34">3.1 Interest Rate
  - #35">3.2 Interest Accrual
  - #35">3.3 Initial Fixed Interest Rate
  - #35">3.4 Reset Rate of Interest
  - #35">3.5 Determination of Reset Rate of Interest
  - #35">3.6 Publication of Reset Rate of Interest
  - #35">3.7 Benchmark discontinuation
    - #35">(a) Independent Financial Adviser
    - #36">(b) Successor Rate or Alternative Rate
      - #36">(i) there is a Successor Rate, then such Successor Rate shall (subject to adjustment as provided in Condition 3.7(c)) subsequently be used in place of the 5-year Mid-Swap Rate to determine the Reset Rate of Interest (or the relevant component part the...
      - #36">(ii) there is no Successor Rate but that there is an Alternative Rate, then such Alternative Rate shall (subject to adjustment as provided in Condition 3.7(c)) subsequently be used in place of the 5-year Mid-Swap Rate to determine the Reset Rate of In...
    - #36">(c) Adjustment Spread
    - #37">(d) Benchmark Amendments
    - #37">(e) Notices, etc.
    - #37">(f) Survival of 5-year Mid-Swap Rate
- #37">4. Redemption, Substitution, Variation and Purchase
  - #37">4.1 Final Redemption
  - #37">4.2 Conditions to Redemption, Substitution, Variation and Purchase prior to Final Redemption
    - #38">(a) on or before such redemption, repayment or repurchase of the Notes, the Bank replaces the Notes with own funds instruments of an equal or higher quality on terms that are sustainable for the income capacity of the Bank; or
    - #38">(b) the Bank has demonstrated to the satisfaction of the Competent Authority that its own funds and eligible liabilities would, following such redemption, repayment or repurchase, exceed the requirements laid down in the CRR, the CRD IV Directive and ...
  - #38">4.3 Bank's Call Option
  - #38">4.4 Redemption Due to Tax Event
  - #38">4.5 Redemption Due to Capital Event
  - #39">4.6 Substitution or Variation
  - #39">4.7 Purchases
    - #39">(a) The Bank, or any member of the ABANCA Group or the ABANCA Holding Group, may, subject to Condition 4.2, purchase (or otherwise acquire), or procure others to purchase (or otherwise acquire) beneficially for their account, Notes in any manner and a...
    - #39">(b) Notwithstanding Condition 4.2, the Bank or any member of the ABANCA Group or the ABANCA Holding Group, or any agent on their behalf shall have the right at all times to purchase the Notes for market making purposes or if it would be beneficial fro...
  - #39">4.8 Cancellation
- #40">5. Payments
  - #40">5.1 Method of Payment
  - #40">5.2 Payments Subject to Laws
  - #40">5.3 Delay in Payment
  - #40">5.4 Non-Business Days
- #40">6. Default
- #41">7. Taxation
  - #41">(a) presented for payment by or on behalf of a Holder who is liable for such taxes, duties, assessments or governmental charges in respect of the Notes by reason of his having some connection with Spain other than:
    - #41">(i) the mere holding of Notes; or
    - #41">(ii) the receipt of any payment in respect of Notes;
  - #41">(b) where taxes are imposed by the Kingdom of Spain (or any political subdivision thereof or any authority or agency therein or thereof having power to tax) that are (i) any estate, inheritance, gift, sales, transfer, personal property or similar taxe...
  - #41">(c) to, or to a third party on behalf of, a Holder who is an individual resident for tax purposes in the Kingdom of Spain (or any political subdivision or any authority thereof or therein having power to tax); or
  - #41">(d) to, or to a third party on behalf of, a Holder in respect of whose Notes the Bank (or an agent acting on behalf of the Bank) has not received such information it may be required in order to comply with Spanish tax reporting requirements, as may be...
- #42">8. Prescription
- #42">9. Meetings of Holders, Modification and Substitution
  - #42">9.1 Convening meetings
  - #42">9.2 Procedures for convening meetings
    - #42">(a) At least 21 clear days' notice specifying the place, day and hour of the meeting shall be given to the Holders in the manner provided in Condition 10. The notice, which shall be in the English language, shall state generally the nature of the busi...
      - #42">(i) specify the terms of the Extraordinary Resolution to be proposed; or
      - #42">(ii) inform Holders that the terms of the Extraordinary Resolution are available free of charge from the Bank or an agent thereof, provided that, in the case of this (ii), such resolution is so available in its final form with effect on and from the d...
      - #42">(i) include statements as to the manner in which Holders are entitled to attend and vote at the meeting; or
      - #42">(ii) inform Holders that details of the voting arrangements are available free of charge from the Bank or an agent thereof, provided that, in the case of this (ii) the final form of such details is available with effect on and from the date on which t...
    - #42">(b) Notice of any adjourned meeting at which an Extraordinary Resolution is to be submitted shall be given in the same manner as notice of an original meeting but as if ten were substituted for 21 in Condition 9.2(a) and the notice shall state the rel...
  - #42">9.3 Chairman
  - #43">9.4 Quorums
    - #43">(a) Regular Quorum
    - #43">(b) Extraordinary Quorum
    - #43">(c) Enhanced Quorum
      - #43">(i) a reduction or cancellation of the principal amount of the Notes for the time being outstanding; or
      - #43">(ii) a reduction of the amount payable or modification of the Interest Payment Dates or variation of the method of calculating the Interest Rate; or
      - #43">(iii) a modification of the currency in which payments under the Notes are to be made; or
      - #43">(iv) a modification of the majority required to pass an Extraordinary Resolution; or
      - #43">(v) the sanctioning of any scheme or proposal described in Condition 9.8(b)(vi) below; or
      - #43">(vi) alteration of this proviso or the proviso to Condition 9.5(a) below,
  - #43">9.5 Adjourned Meeting
    - #43">(a) If within 15 minutes (or such longer period not exceeding 30 minutes as the Chairman may decide) after the time appointed for any meeting a quorum is not present for the transaction of any particular business, then, subject and without prejudice t...
    - #44">(b) At any adjourned meeting one or more Eligible Persons present (whatever the principal amount of the Notes for the time being outstanding so held or represented by them) shall (subject as provided below) form a quorum and shall (subject as provided...
  - #44">9.6 Right to attend and vote
    - #44">(a) The provisions governing the manner in which Holders may attend and vote at a meeting of the holders of Notes must be notified to Holders in accordance with Condition 10 and/or at the time of service of any notice convening a meeting.
    - #44">(b) Any director or officer of the Bank and its lawyers and financial advisers may attend and speak at any meeting. Subject to this, but without prejudice to the definition of "outstanding", no person shall be entitled to attend and speak nor shall an...
    - #44">(c) Subject as provided in Condition 9.6(b), at any meeting:
      - #44">(i) on a show of hands every Eligible Person present shall have one vote; and
      - #44">(ii) on a poll every Eligible Person present shall have one vote in respect of each Note.
  - #44">9.7 Holding of meetings
    - #44">(a) Every question submitted to a meeting shall be decided in the first instance by a show of hands and in the case of an equality of votes the Chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (...
    - #44">(b) At any meeting, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the Chairman or the Bank or by any Eligible Person present (whatever the principal amount of the Notes held by him), a declaration by th...
    - #44">(c) Subject to Condition 9.7(e), if at any meeting a poll is demanded, it shall be taken in the manner and, subject as provided below, either at once or after an adjournment as the Chairman may direct and the result of the poll shall be deemed to be t...
    - #45">(d) The Chairman may, with the consent of (and shall if directed by) any meeting, adjourn the meeting from time to time and from place to place. No business shall be transacted at any adjourned meeting except business, which might lawfully (but for la...
    - #45">(e) Any poll demanded at any meeting on the election of a Chairman or on any question of adjournment shall be taken at the meeting without adjournment.
  - #45">9.8 Approval of the resolutions
    - #45">(a) Any resolution passed at a meeting of the Holders duly convened and held shall be binding upon all the Holders whether present or not present at the meeting and whether or not voting and each of them shall be bound to give effect to the resolution...
    - #45">(b) The expression "Extraordinary Resolution" when used in this Condition 9 means a resolution passed at a meeting of the Holders duly convened and held in accordance with the provisions of this Condition 9 by a majority consisting of not less than 75...
      - #45">(i) power to approve any compromise or arrangement proposed to be made between the Bank and the Holders;
      - #45">(ii) power to approve any abrogation, modification, compromise or arrangement in respect of the rights of the Holders against the Bank or against any of its property whether these rights arise under these Conditions or the Notes or otherwise;
      - #45">(iii) power to agree to any modification of the provisions contained in these Conditions or the Notes which is proposed by the Bank;
      - #45">(iv) power to give any authority or approval which under the provisions of this Condition 9 or the Notes is required to be given by Extraordinary Resolution;
      - #45">(v) power to appoint any persons (whether Holders or not) as a committee or committees to represent the interests of the Holders and to confer upon any committee or committees any powers or discretions which the Holders could themselves exercise by Ex...
      - #45">(vi) power to agree with the Bank or any substitute, the substitution of any entity in place of the Bank (or any substitute) as the principal debtor in respect of the Notes;
    - #46">(c) Subject to Condition 9.8(a), to be passed at a meeting of the Holders duly convened and held in accordance with the provisions of this Condition 9, a resolution (other than an Extraordinary Resolution) shall require a majority of the persons votin...
    - #46">(d) The agreement or approval of the Holders shall not be required in the case of any Benchmark Amendments determined pursuant to Condition 3.7(d).
  - #46">9.9 Miscellaneous
    - #46">(a) Minutes of all resolutions and proceedings at every meeting shall be made and duly entered in books to be from time to time provided for that purpose by the Bank and any minutes signed by the Chairman of the meeting at which any resolution was pas...
    - #46">(b) For the purposes of calculating a period of clear days, no account shall be taken of the day on which a period commences or the day on which a period ends.
    - #46">(c) Any modification or waiver of the Conditions in accordance with this Condition 9 will be effected in accordance with the Applicable Banking Regulations and conditional upon any prior approval from the Competent Authority, to the extent required th...
- #46">10. Notices
- #46">11. Further Issues
- #47">12. Governing Law and Jurisdiction
  - #47">12.1 Governing Law
  - #47">12.2 Jurisdiction
- #47">13. Waiver of Set-off
- #47">14. Definitions
  - #47">(a) the rate of the annual swap rate for euro swap transactions with a maturity of five years, expressed as a percentage, which appears on the relevant Screen Page under the heading "EURIBOR BASIS … EUR" and above the caption "11AM FRANKFURT" as of 11...
  - #48">(b) if such rate does not appear on the relevant Screen Page at such time on the Reset Determination Date, the Reset Reference Bank Rate on the Reset Determination Date, unless a Benchmark Event has occurred, in which case the 5-year Mid-Swap Rate sha...
  - #48">(a) has a term of five years commencing on the Reset Date; and
  - #48">(b) is in a Representative Amount,
  - #48">(a) in the case of a Successor Rate, is formally recommended in relation to the replacement of the 5-year Mid-Swap Rate with the Successor Rate by any Relevant Nominating Body; or
  - #48">(b) if no such recommendation has been made, or in the case of an Alternative Rate, the Independent Financial Adviser or the Bank, acting in good faith and in a reasonable commercial manner and following consultation with the Independent Financial Adv...
  - #49">(c) if no such industry standard is recognised or acknowledged, the Independent Financial Adviser or the Bank, acting in good faith and in a reasonable commercial manner and following consultation with the Independent Financial Adviser in the event on...
  - #49">(a) the 5-year Mid-Swap Rate ceasing to be published for a period of at least 10 Business Days or ceasing to exist; or
  - #49">(b) a public statement by the administrator of the 5-year Mid-Swap Rate that it has ceased, or will, by a specified date within the following six months, cease publishing the 5-year Mid-Swap Rate permanently or indefinitely (in circumstances where no ...
  - #50">(c) a public statement by the supervisor of the administrator of the 5-year Mid-Swap Rate, that the 5-year Mid-Swap Rate has been or will, by a specified date within the following six months, be permanently or indefinitely discontinued; or
  - #50">(d) a public statement by the supervisor of the administrator of the 5-year Mid-Swap Rate that means the 5-year Mid-Swap Rate will be prohibited from being used or that its use will be subject to restrictions or adverse consequences, either generally ...
  - #50">(e) it has become unlawful for the Bank or other party to calculate any payments due to be made to any Holder using the 5-year Mid-Swap Rate;
  - #50">(a) the exclusion of any of the aggregate principal amount of the Notes from the Tier 2 Capital of the Bank, the ABANCA Group or the ABANCA Holding Group (in each case, to the extent required by Applicable Banking Regulations); or
  - #50">(b) the reclassification of any of the aggregate principal amount of the Notes as a lower quality form of own funds of the Bank, the ABANCA Group or the ABANCA Holding Group, in accordance with the Applicable Banking Regulations (in each case, to the ...
  - #51">(a) the rate for deposits in euro for a six-month period which appears on the relevant Screen Page as of 11.00 am (CET) on the Reset Determination Date for the Reset Period; or
  - #51">(b) if such rate does not appear on the relevant Screen Page at such time on the Reset Determination Date, the arithmetic mean (rounded if necessary to the fifth decimal place with 0.000005 being rounded upwards) of the rates at which deposits in euro...
  - #53">(a) the right to attend and vote at any meeting of Holders; and
  - #53">(b) the determination of how many and which Notes are for the time being outstanding for the purposes of Condition 9,
  - #53">(a) have terms not materially less favourable to the Holders than the terms of the Notes with any differences between their terms and conditions and these Conditions being those strictly necessary to (in the case of a Capital Event) comply with the re...
  - #53">(b) subject to (a) above, shall (1) rank at least equal to the ranking of the Notes, (2) have the same currency, the same (or higher) Interest Rate and the same Interest Payment Dates as those from time to time applying to the Notes, (3) have the same...
  - #53">(c) are (i) listed and admitted to trading on AIAF or (ii) listed on a Recognised Stock Exchange, if the Notes were listed immediately prior to such variation or substitution;
  - #54">(a) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicab...
  - #54">(b) any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, (b) any central bank or other supervisory a...
  - #55">(a) in the case of the 5-year Mid-Swap Rate, the "ICESWAP2" page; or
  - #55">(b) in the case of EURIBOR 6-month, the "EURIBOR01" page;
  - #55">(a) the Bank not being entitled to claim a deduction in computing taxation liabilities in Spain in respect of any payments of interest in respect of the Notes or the value of such deduction to the Bank being materially reduced; or
  - #55">(b) the Bank being obliged to pay additional amounts pursuant to Condition 7; or
  - #55">(c) the applicable tax treatment of the Notes being materially affected,
#56">USE AND ESTIMATED NET AMOUNT OF PROCEEDS
#57">DESCRIPTION OF ABANCA
- #57">History and developments
- #57">Ownership
- #58">History
- #59">2018-2020 Strategic Initiatives
- #59">Business overview
  - #60">Financial year 2018
  - #61">Financial year 2017
  - #61">Six-month period ended 30 June 2019
  - #62">Six-month period ended 30 June 2018
- #62">Description of the main business lines
- #75">Principal markets
- #76">Administrative, management and supervisory bodies
- #76">Board of Directors
  - #79">Comprehensive Risk Commission
- #80">Organisational structure
- #80">Capital structure
- #81">Shareholders
- #81">Legal and arbitration proceedings
- #81">Overview of financial information
- #94">Credit ratings
- #94">Alternative Performance Measures
#102">CAPITAL, LIQUIDITY AND FUNDING REQUIREMENTS AND LOSS ABSORBING POWERS
- #102">Capital Requirements
- #105">Leverage Ratio
- #105">Eligible Liabilities
- #106">Liquidity requirements
- #106">Loss absorbing powers by the Relevant Resolution Authority under Law 11/2015 and the SRM Regulation
#109">TAXATION
- #109">Spanish tax considerations
- #114">The proposed financial transactions tax ("FTT")
- #115">FATCA
#116">ANNEX I
#119">SUBSCRIPTION AND SALE
- #119">Selling Restrictions
- #119">Spain
- #119">United Kingdom
- #119">United States of America
- #120">General
#121">MARKET INFORMATION
- #121">Summary of Clearance and Settlement Procedures
- #122">Market Information in relation to the Notes
- #122">Iberclear Settlement of securities traded in AIAF
- #122">Euroclear and Clearstream
#123">GENERAL INFORMATION
- #123">Responsibility Statement
- #123">Authorisation
- #123">Significant/Material Change and Trend Information
- #123">Auditors
- #123">Third party information
- #123">Approval of financial information
- #124">Documents on display
- #124">Material Contracts
- #124">Yield
- #124">Clearing: ISIN and Common Code
- #124">Listing
- #124">Paying agency
- #124">Ratings
- #125">Stabilisation
- #125">Interests of natural and legal persons involved in the offer of the Notes
- #125">Other relationships
- #125">Expenses related to the admission to trading
#126">SIGNATURES