Obligation Generali Assicurazioni 5.317% ( XS0256975458 ) en EUR

Generali Assicurazioni

100 % ▼

Italie

XS0256975458 ( en EUR )

5.317% par an ( paiement annuel )

Perpétuelle - Obligation échue

Prospectus brochure de l'obligation Assicurazioni Generali XS0256975458 en EUR 5.317%, échue

50 000 EUR

1 275 000 000 EUR

Assicurazioni Generali est une société d'assurance italienne multinationale, l'une des plus grandes compagnies d'assurance au monde, offrant une gamme diversifiée de produits et services d'assurance et de gestion d'actifs.

L'obligation perpétuelle émise par Assicurazioni Generali (XS0256975458), d'une taille totale de 1 275 000 000 EUR, avec un taux d'intérêt de 5,317%, libellée en EUR et négociée par tranches minimales de 50 000 EUR, a atteint sa maturité et a été intégralement remboursée à 100% de sa valeur nominale.

Prospectus
GENERALI FINANCE B.V.
(incorporated with limited liability under the laws of The Netherlands
having its statutory seat in Amsterdam)
1,275,000,000 5.317 per cent. Perpetual Fixed/Floating Rate Notes
£700,000,000 6.214 per cent. Perpetual Fixed/Floating Rate Notes
Guaranteed by
ASSICURAZIONI GENERALI S.p.A.
(incorporated with limited liability under the laws of the Republic of Italy)
The 1,275,000,000 5.317 per cent. perpetual fixed/floating rate notes (the "Euro Notes") and the £700,000,000 6.214 per cent.
perpetual fixed/floating rate notes (the "Sterling Notes" and, together with the Euro Notes, the "Notes") issued by Generali Finance
B.V. (the "Issuer") are unconditionally and irrevocably guaranteed by Assicurazioni Generali S.p.A. (the "Guarantor"). The Issue
Price of the Euro Notes is 100 per cent. and the Issue Price of the Sterling Notes is 100 per cent.
The Euro Notes will bear interest (i) from and including 16 June 2006 to and excluding 16 June 2016 (the "Euro Reset Date") at a
rate of 5.317 per cent. per annum, payable annually in arrear on 16 June in each year and (ii) from and including the Euro Reset Date
at a rate of Euribor plus 210 basis points, payable quarterly in arrear on 16 September, 16 December, 16 March and 16 June of each
year, beginning 16 September 2016. The Sterling Notes will bear interest (i) from and including 16 June 2006 to and excluding 16 June
2016 (the "Sterling Reset Date") at a rate of 6.214 per cent. per annum, payable annually in arrear on 16 June in each year and (ii)
from and including the Sterling Reset Date at a rate of Libor plus 208 basis points, payable quarterly in arrear on 16 September, 16
December, 16 March and 16 June of each year, beginning 16 September 2016.
The Notes will be redeemed on the date on which voluntary or involuntary winding up proceedings are instituted in respect of the
Issuer or in respect of the Guarantor as described in Condition 7 (Redemption and Purchase) of the Terms and Conditions of the Euro
Notes and the Terms and Conditions of the Sterling Notes, respectively. The Issuer may, at its option, also redeem the Notes in whole,
but not in part, on the relevant "Reset Date" (which, in the case of the Euro Notes means the Euro Reset Date and, in the case of the
Sterling Notes means the Sterling Reset Date) and on any Interest Payment Date (as defined herein) of the relevant Notes thereafter
at an amount equal to their principal amount, together with any accrued interest, as described in Condition 7(a) (Redemption and
Purchase Redemption at the option of the Issuer) of the Terms and Conditions of the Euro Notes and the Terms and Conditions of
the Sterling Notes, respectively. In addition, the Issuer may, at its option, redeem the Notes in whole, but not in part, at any time before
a Reset Date following the occurrence of a Regulatory Event (as defined herein) at a redemption price equal to the greater of (i) the
principal amount together with any accrued interest and (ii) the Make Whole Amount (as defined herein) as described in Condition
7(b) (Redemption and Purchase Redemption due to a Regulatory Event) of the Terms and Conditions of the Euro Notes and the
Terms and Conditions of the Sterling Notes, respectively. Also, the Issuer may, at its option, redeem the Notes in whole, but not in
part, at any time prior to a Reset Date at a redemption price equal to their principal amount plus accrued interest, in the event of certain
tax changes as described in Condition 7(c) (Redemption and Purchase Redemption for tax reasons) of the Terms and Conditions of
the Euro Notes and the Terms and Conditions of the Sterling Notes, respectively. Any redemption of the Notes, save in accordance
with the first sentence of this paragraph, is subject to the prior approval of ISVAP (as defined herein).
Under certain circumstances described in Condition 6 (Interest deferral) of the Terms and Conditions of the Euro Notes and the Terms
and Conditions of the Sterling Notes, respectively, the Issuer may elect or even be required to defer interest payments on the Notes.
The Notes will be rated A3 by Moody's Investors Service Limited ("Moody's"), A by Standard & Poor's Rating Services, a division
of The McGraw Hill Companies Inc. ("S&P") and A+ by Fitch Ratings Limited ("Fitch"). A rating is not a recommendation to buy,
sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation.
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent
authority in Luxembourg to approve this document as a prospectus under the Luxembourg Law of 10 July 2005 on Prospectuses for
Securities (the "Luxembourg Prospectus Law"), which implements Directive 2003/71/EC (the "Prospectus Directive") in
Luxembourg. Application has also been made for the Euro Notes and the Sterling Notes to be listed and admitted to trading on the
regulated market of the Luxembourg Stock Exchange.
An investment in Notes involves certain risks. For a discussion of these risks, see "Risk Factors" on page 17.
The Euro Notes have a denomination of 50,000 and the Sterling Notes have a denomination of £50,000.
Joint Lead Managers
HSBC
JPMorgan
Mediobanca Banca di Credito
Finanziario S.p.A.
Co-Lead Managers
Banca Generali S.p.A.
Caboto
CALYON Corporate and Investment Bank
Commerzbank Corporates & Markets
Dated 14 June 2006

IMPORTANT NOTICES
Each of the Issuer and the Guarantor accepts responsibility for the information contained in this Prospectus
and declares that, having taking all reasonable care to ensure that such is the case, the information contained
in this Prospectus to the best of its knowledge is in accordance with the facts and contains no omission likely
to affect its import.
This Prospectus should be read and construed together with any documents incorporated by reference herein.
Each of the Issuer and the Guarantor has confirmed to the Managers named under "Subscription and Sale"
below (the "Managers") that this Prospectus contains all information regarding the Issuer, the Guarantor,
the Generali Group (as defined herein) and the Notes that is (in the context of the issue and the guarantee of
the Notes) material; that such information is true and accurate in all material respects and is not misleading
in any material respect; that any opinions, predictions or intentions expressed herein are honestly held or
made and are not misleading in any material respect; that this Prospectus does not omit to state any material
fact necessary to make such information, opinions, predictions or intentions (in such context) not misleading
in any material respect; and that all proper enquiries have been made to verify the foregoing.
No person has been authorised to give any information or to make any representation not contained in or not
consistent with this Prospectus or any other document entered into in relation to the Notes or any information
supplied by each of the Issuer or the Guarantor or such other information as is in the public domain and, if
given or made, such information or representation should not be relied upon as having been authorised by
the Issuer, the Guarantor or any of the Managers.
No representation or warranty is made or implied by the Managers or any of their respective affiliates, and
one of the Managers nor any of their respective affiliates makes any representation or warranty or accepts
any responsibility as to the accuracy or completeness of the information contained in this Prospectus. Neither
the delivery of this Prospectus nor the offering, sale or delivery of any Note shall, in any circumstances,
create any implication that the information contained in this Prospectus is true subsequent to the date hereof
or that there has been no adverse change, or any event reasonably likely to involve any adverse change, in
the condition (financial or otherwise) of each of the Issuer or the Guarantor since the date hereof or that any
other information supplied in connection with the Notes is correct at any time subsequent to the date on
which it is supplied or, if different, the date indicated in the document containing the same.
This Prospectus may only be used for the purposes for which it has been published. The distribution of this
Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law.
Persons into whose possession this Prospectus comes are required by the Issuer, the Guarantor and the
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 the 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 United States Securities Act of 1933 (as amended) (the "Securities Act")
and are subject to U.S. 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 addition, this Prospectus has not been submitted
to the clearance procedure of Commissione Nazionale per le Società e la Borsa (the Italian Securities and
Exchange Commission or "CONSOB") and may not be used in connection with any offering of the Notes in
Italy other than to professional investors, as defined by and in accordance with applicable Italian securities
laws and regulations.
This Prospectus does not constitute an offer or an invitation to subscribe for or purchase any Notes and
should not be considered as a recommendation by the Issuer, the Guarantor, the Managers or any of them
that any recipient of this Prospectus should subscribe for or purchase any Notes. Each recipient of this
Prospectus shall be taken to have made its own investigation and appraisal of the condition (financial or
otherwise) of each of the Issuer and the Guarantor and the Generali Group.
The Notes will form part of the regulatory capital of the Issuer and/or Guarantor (as applicable) and, as such,
it is the intention of the Issuer to redeem the Notes only to the extent that the Guarantor or any of its financing
subsidiaries has, in the period of six months preceding any redemption, raised funds in an amount at least
2

equal to the aggregate principal amount of the Notes by the issuance and sale of any ordinary shares or any
securities that have equal or greater equity characteristics than the Notes.
In this Prospectus, unless otherwise specified, references to "EUR", "euro", "Euro" or "" are to the single
currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to
the Treaty establishing the European Community, as amended; references to "GBP", "Sterling" or "£" are
to the lawful currency for the time being of the United Kingdom of Great Britain and Northern Ireland;
references to "US Dollars" are to the lawful currency of the United States of America; and references to
"Swiss Franc" are to the lawful currency of Switzerland. Unless otherwise specified or where the context
requires, references to laws and regulations are to the laws and regulations of The Netherlands or Italy, as
the case may be.
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.
This Prospectus includes forward-looking statements. These include statements relating to, among other
things, the future financial performance of the Issuer, the Guarantor and the Guarantor and its consolidated
subsidiaries (the "Generali Group"), plans and expectations regarding developments in the business,
growth and profitability of the Generali Group and general industry and business conditions applicable to
the Generali Group. The Issuer and the Guarantor have based these forward-looking statements on their
current expectations, assumptions, estimates and projections about future events. These forward-looking
statements are subject to a number of risks, uncertainties and assumptions that may cause the actual results,
performance or achievements of the Generali Group or those of its industry to be materially different from
or worse than these forward-looking statements. The Issuer and the Guarantor do not assume any obligation
to update such forward-looking statements and to adapt them to future events or developments except to the
extent required by law.
STABILISATION
In connection with the issue of the Euro Notes, Mediobanca Banca di Credito Finanziario S.p.A. (the
"Euro Stabilising Manager") (or persons acting on behalf of the Euro Stabilising Manager) may over-
allot Euro Notes (provided that, the aggregate principal amount of Notes allotted does not exceed 105
per cent. of the aggregate principal amount of the Euro Notes) or effect transactions with a view to
supporting the market price of the Euro Notes at a level higher than that which might otherwise
prevail. However, there is no assurance that the Euro Stabilising Manager (or persons acting on behalf
of the Euro Stabilising Manager) will undertake stabilisation action. Any stabilisation action may
begin on or after the date on which adequate public disclosure of the terms of the offer of the Euro
Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30
days after the issue date of the Euro Notes and 60 days after the date of the allotment of the Euro
Notes. Such stabilisation shall be in accordance with all applicable laws and regulations.
In connection with the issue of the Sterling Notes, J.P. Morgan Securities Ltd. (the "Sterling Stabilising
Manager") (or persons acting on behalf of the Sterling Stabilising Manager) may over-allot Sterling
Notes (provided that, the aggregate principal amount of Notes allotted does not exceed 105 per cent.
of the aggregate principal amount of the Sterling Notes) or effect transactions with a view to
supporting the market price of the Sterling Notes at a level higher than that which might otherwise
prevail. However, there is no assurance that the Sterling Stabilising Manager (or persons acting on
behalf of the Sterling Stabilising Manager) will undertake stabilisation action. Any stabilisation action
may begin on or after the date on which adequate public disclosure of the terms of the offer of the
Sterling Notes is made and, if begun, may be ended at any time, but it must end no later than the
earlier of 30 days after the issue date of the Sterling Notes and 60 days after the date of the allotment
of the Sterling Notes. Such stabilisation shall be in accordance with all applicable laws and regulations.
3

MARKET STATISTICS
Information and statistics presented in this Prospectus regarding business trends, market trends, market
volumes and the market share of the Issuer, the Guarantor or the Generali Group (as defined herein) are either
derived from, or are based on, internal data or publicly available data from various independent sources.
Although the Issuer and the Guarantor believe that the external sources used are reliable, the Issuer and the
Guarantor have not independently verified the information provided by such sources.
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TABLE OF CONTENTS
Page
SUMMARY........................................................................................................................................
6
RISK FACTORS ................................................................................................................................
17
DOCUMENTS INCORPORATED BY REFERENCE ....................................................................
25
TERMS AND CONDITIONS OF THE EURO NOTES ..................................................................
27
TERMS AND CONDITIONS OF THE STERLING NOTES ..........................................................
47
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ......
67
USE OF PROCEEDS ........................................................................................................................
69
DESCRIPTION OF GENERALI FINANCE B.V. ............................................................................
70
CAPITALISATION OF GENERALI FINANCE B.V. ......................................................................
71
SUMMARY FINANCIAL INFORMATION OF GENERALI FINANCE B.V. ..............................
72
DESCRIPTION OF ASSICURAZIONI GENERALI S. p. A. ..........................................................
75
CAPITALISATION OF ASSICURAZIONI GENERALI S.p.A. ......................................................
97
SUMMARY FINANCIAL INFORMATION OF ASSICURAZIONI GENERALI S.p.A. ..............
98
TAXATION ........................................................................................................................................
102
SUBSCRIPTION AND SALE ..........................................................................................................
111
GENERAL INFORMATION ............................................................................................................
113
5

SUMMARY
This summary must be read as an introduction to this Prospectus and any decision to invest in the Notes
should be based on a consideration of the Prospectus as a whole, including the documents incorporated by
reference. No civil liability attaches to the Issuer or the Guarantor in any Member State of the European
Economic Area which has implemented the Prospectus Directive solely on the basis of this summary,
including any translation thereof, unless it is misleading, inaccurate or inconsistent when read together with
the other parts of this Prospectus. Where a claim relating to the information contained in this Prospectus is
brought before a court in a Member State of the European Economic Area, the plaintiff may, under the
national legislation of the Member State where the claim is brought, be required to bear the costs of
translating the Prospectus before the legal proceedings are initiated.
This summary includes forward-looking statements. These include statements relating to, among other
things, the future financial performance of the Issuer, the Guarantor and the Guarantor and its consolidated
subsidiaries (the "Generali Group"), plans and expectations regarding developments in the business,
growth and profitability of the Generali Group and general industry and business conditions applicable to
the Generali Group. The Issuer and Guarantor have based these forward-looking statements on their current
expectations, assumptions, estimates and projections about future events. These forward-looking statements
are subject to a number of risks, uncertainties and assumptions that may cause the actual results,
performance or achievements of the Generali Group or those of its industry to be materially different from
or worse than these forward-looking statements. The Issuer and the Guarantor do not assume any obligation
to update such forward-looking statements and to adapt them to future events or developments except to the
extent required by law.
Words and expressions defined in the "Terms and Conditions of the Euro Notes" and the "Terms and
Conditions of the Sterling Notes" below or elsewhere in this Prospectus have the same meanings in this
summary and references to a "Condition" is to such numbered condition in the Terms and Conditions of the
Euro Notes or the Terms and Conditions of the Sterling Notes, as appropriate.
Summary in respect of the Notes
Issuer:
Generali Finance B.V.
Guarantor:
Assicurazioni Generali S.p.A.
Joint Lead Managers:
HSBC Bank plc
J.P. Morgan Securities Ltd.
Mediobanca Banca di Credito Finanziario S.p.A.
Managers:
Banca Caboto S.p.A.
Banca Generali S.p.A.
CALYON
Commerzbank Aktiengesellschaft
Principal Amount:
1,275,000,000 of Euro Notes
£700,000,000 of Sterling Notes
Issue Price:
100 per cent. of the principal amount of the Euro Notes.
100 per cent. of the principal amount of the Sterling Notes.
Issue Date:
16 June 2006 for each of the Euro Notes and the Sterling Notes.
Form and Denomination:
The Euro Notes will be issued in bearer form in a denomination of
50,000 each. The Sterling Notes will be issued in bearer form in a
denomination of £50,000 each.
Status of the Notes:
The Notes will constitute unsecured and subordinated obligations of
the Issuer ranking (i) pari passu without any preference among
6

themselves, (ii) junior in right of payment to the payment of any
present or future claims (A) of all unsubordinated creditors of the
Issuer, and (B) of all creditors of the Issuer in respect of Less
Deeply Subordinated Obligations of the Issuer, and (iii) in priority
to payments of all classes of share capital of the Issuer (including
preference shares) and any other obligation of the Issuer expressed
by its terms to rank junior to the Notes.
Status of the Guarantee
The Guarantee of the Euro Notes and the Guarantee of the Sterling
of the Notes:
Notes will constitute direct, unsecured and subordinated obligations
of the Guarantor ranking:
(i)
pari passu with the Parity Securities of the Guarantor;
(ii)
junior in right of payment to the payment of any present or
future claims of all unsubordinated creditors of the Guarantor
(including obligations to policyholders) and to all Less
Deeply Subordinated Obligations of the Guarantor; and
(iii) senior in right of payments to the Junior Securities of the
Guarantor.
Redemption:
The Notes will mature and be redeemed on the date on which
voluntary or involuntary winding up proceedings are instituted in
respect of the Issuer or in respect of the Guarantor, in accordance
with, as the case may be, (i) a resolution of the shareholders'
meeting of the Issuer or of the Guarantor, as applicable, (ii) any
provision of the by-laws of the Issuer or the Guarantor (currently,
maturity of the Guarantor is set at 31 December 2131 though if this
is extended, redemption of the Notes will be equivalently adjusted),
as applicable, or (iii) any applicable legal provision, or any decision
of any jurisdictional or administrative authority.
The Issuer may, at its option, also redeem the Notes in whole, but
not in part, on a Reset Date and on any Interest Payment Date (as
defined herein) thereafter at an amount equal to their principal
amount, together with any accrued interest, as described in
Condition 7(a) (Redemption and Purchase Redemption at the
option of the Issuer).
In addition, the Issuer may, at its option, redeem the Notes in whole,
but not in part, at any time before a Reset Date following the
occurrence of a Regulatory Event (as defined herein) at a
redemption price equal to the greater of (i) the principal amount
together with any accrued interest and (ii) the Make Whole Amount
(as defined herein) as described in Condition 7(b) (Redemption and
Purchase Redemption due to a Regulatory Event).
Also, the Issuer may, at its option, redeem the Notes in whole, but
not in part, at any time prior to a Reset Date at a redemption price
equal to their principal amount plus accrued interest, in the event of
certain tax changes as described in Condition 7(c) (Redemption and
Purchase Redemption for tax reasons).
Any redemption of the Notes, save in accordance with the first
paragraph of this section "Redemption", is subject to the prior
approval of ISVAP (as defined herein).
7

"Regulatory Event" means that the Guarantor (i) is no longer
subject to the consolidated regulatory supervision of a Lead
Regulator; or (ii) is subject to the consolidated regulatory
supervision of a Lead Regulator and is not permitted under the
applicable rules and regulations adopted by such Lead Regulator, or
an official application or interpretation of those rules and
regulations including a decision of any court or tribunal, at any time
whilst any of the Notes are outstanding to treat the Notes as own
funds for the purposes of the determination of the Solvency Margin
eligible to count for (a) up to 50 per cent. of the Solvency Margin,
under the Italian Legislation on Solvency Margin, or (b), in case of
future amendments to the Italian Legislation on Solvency Margin,
up to such other fraction of the Solvency Margin as will apply to
perpetual subordinated instruments or liabilities as opposed to dated
subordinated instruments or liabilities.
Interest:
The Euro Notes will bear interest (i) from and including 16 June
2006 to and excluding 16 June 2016 (the "Euro Reset Date") at a
rate of 5.317 per cent. per annum, payable annually in arrear on
16 June in each year and (ii) from and including the Euro Reset
Date at a rate of Euribor plus 210 basis points, payable quarterly in
arrear on 16 September, 16 December, 16 March and 16 June of
each year, beginning 16 September 2016.
The Sterling Notes will bear interest (i) from and including 16 June
2006 to and excluding 16 June 2016 (the "Sterling Reset Date") at
a rate of 6.214 per cent. per annum, payable annually in arrear on
16 June in each year and (ii) from and including the Sterling Reset
Date at a rate of Libor plus 208 basis points, payable quarterly in
arrear on 16 September, 16 December, 16 March and 16 June of
each year, beginning 16 September 2016.
"Reset Date" means, in relation to the Euro Notes, the Euro Reset
Date and in relation to the Sterling Notes, the Sterling Reset Date.
Optional deferral of interest:
The Issuer may elect by giving notice to the Noteholders pursuant
to Condition 15 (Notices) below to defer payment (A) of all (or
some only) of the interest accrued to an Interest Payment Date if (i)
during the 12-month period prior to such Interest Payment Date no
dividend or other distribution has been declared, made, approved or
set aside for payment in respect of any Junior Securities of the
Guarantor or Parity Securities of the Guarantor; and (ii) during the
12-month period prior to such Interest Payment Date neither the
Guarantor nor any of its Subsidiaries has redeemed, repurchased or
acquired any Junior Securities of the Guarantor (other than a
Permitted Repurchase) or Parity Securities of the Guarantor; or (B)
of part only, pari passu and pro rata, of the interest accrued to an
Interest Payment Date if and to the extent that during the 12-month
period prior to such Interest Payment Date a partial distribution has
been declared, made, approved or set aside for payment in respect
of any Parity Securities of the Guarantor.
"Permitted Repurchase" means (1) any redemption, repurchase or
other acquisition of such Junior Securities of the Guarantor held by
any member of the Group, (2) a reclassification of the equity share
capital of the Guarantor or any of its Subsidiaries or the exchange
8

or conversion of one class or series of equity share capital for
another class or series of equity share capital, (3) the purchase of
fractional interests in the share capital of the Guarantor or any of its
Subsidiaries pursuant to the conversion or exchange provisions of
such security being converted or exchanged, (4) any redemption or
other acquisition of Junior Securities in connection with a levy of
execution for the satisfactions of a claim by the Guarantor or any of
its Subsidiaries, or (5) any redemption or other acquisition of Junior
Securities in connection with the satisfaction by the Guarantor or
any of its Subsidiaries of its obligations under any employee benefit
plan or similar arrangement.
In the event that the Issuer may elect to defer part of the interest pro
rata with distributions on any Parity Securities of the Guarantor,
such interest may be deferred in the same proportion that the
distribution on such Parity Security bears to the stated scheduled
distribution to be paid on such Parity Security.
Where the Issuer elects to defer an interest payment pursuant to
Condition 6(a) (Interest deferral Optional deferral of interest) it
shall not have any obligation to make such interest payment on the
relevant Interest Payment Date and the failure to pay such interest
shall not constitute a default of the Issuer or any other breach of
obligations under the Conditions or for any purpose.
Mandatory deferral of interest:
The Issuer will be required to defer payment of all (but not some
only) of the interest accrued to an Interest Payment Date if the
Fiscal Agent has received written notice from the Issuer and the
Guarantor confirming that (A) a Regulatory Intervention regarding
the Guarantor has occurred and such Regulatory Intervention is
continuing on such Interest Payment Date; or (B) a Mandatory
Deferral Event has occurred.
If the Issuer is required to defer a payment of interest following the
occurrence of a Mandatory Deferral Event on an Interest Payment
Date, then the Issuer will also be required to defer on one or more
subsequent Interest Payment Dates the interest that would otherwise
be due, save in the case that the Mandatory Deferral Event has been
cured.
"Regulatory Intervention" means a request from ISVAP or any
other relevant supervisory authority to restore any Required
Solvency Margin.
"Required Solvency Margin" means the Solvency Margin
required from time to time by a Lead Regulator;
A "Mandatory Deferral Event" shall have occurred if up to the
end of the tenth Business Day preceding any Interest Payment Date:
(i)
the aggregate Net Income of the Guarantor for two
consecutive Reporting Periods ending on the Lagged
Reporting Date is less than zero, and
(ii)
the Adjusted Equity Amount of the Guarantor as at the
Lagged Reporting Date has declined by more than 10 per
cent. as compared to the Adjusted Equity Amount as at the
9

Reporting Date that is 24 months prior to such Lagged
Reporting Date, and
(iii)
the Adjusted Capital Amount of the Guarantor as at the
Current Reporting Date has declined by more than 10 per
cent. as compared to the Adjusted Equity Amount as at the
Reporting Date that is 30 months prior to such Current
Reporting Date.
Payment of deferred interest:
Arrears of interest that have accrued pursuant to Conditions 6(a)
(Interest deferral Optional deferral of interest) and 6(b) (Interest
deferral Mandatory deferral of interest) may at the option of the
Issuer be paid in whole or in part at any time only with funds raised
by way of the ACSM in accordance with Condition 6(d) (Interest
deferral Alternative Coupon Satisfaction Mechanism (ACSM)).
Arrears of interest shall become due and payable:
(i)
in part pari passu and pro rata if and to the extent that the
Issuer or the Guarantor makes payments in part of or in
respect of amounts of interest on or in relation to any other
pari passu claims; and
(ii)
in full on the earlier of:
(a)
the Interest Payment Date falling immediately on or
after the date on which dividends or other distributions
on any Junior Securities of the Guarantor or Parity
Securities of the Guarantor have been declared or
paid;
(b)
the Interest Payment Date falling immediately on or
after the date on which any Parity Securities of the
Guarantor or any Junior Securities of the Guarantor
are redeemed, repurchased or acquired by the
Guarantor or any of its Subsidiaries;
(c)
the Interest Payment Date immediately following the
date upon which (x) no Regulatory Intervention is or
will be continuing on such Interest Payment Date and
(y) no new Mandatory Deferral Event has occurred
and any of the previous Mandatory Deferral Events
have been cured, provided, in each case, that the
Issuer would not, as at such Interest Payment Date, be
entitled to defer payment of interest pursuant to
Condition 6(a) (Interest deferral Optional deferral
of interest);
(d)
the date fixed for any redemption of the Notes
pursuant to Condition 7 (Redemption and Purchase);
(e)
the date on which the Liquidazione Coatta
Amministrativa of the Guarantor is commenced
pursuant to the Consolidated Law on Private
Insurance Companies or on which voluntary winding
up proceedings of the Guarantor are instituted or on
which the Guarantor becomes subject to a liquidation
order; and
10