Obligation Intesa San Paolo 8.047% ( XS0371711663 ) en EUR

Intesa San Paolo

100 % ⇌

Italie

XS0371711663 ( en EUR )

8.047% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Intesa Sanpaolo XS0371711663 en EUR 8.047%, échéance Perpétuelle

50 000 EUR

1 250 000 000 EUR

Intesa Sanpaolo est l'un des principaux groupes bancaires d'Italie, proposant une large gamme de services financiers aux particuliers, aux entreprises et aux institutions.

Intesa Sanpaolo a émis une obligation perpétuelle (XS0371711663) en euros, d'une taille totale de 1 250 000 000 EUR, avec un taux d'intérêt de 8,047%, négociée actuellement à 100% du nominal, payable annuellement par tranche minimale de 50 000 EUR.

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Prospectus
INTESA SANPAOLO S.p.A.
(incorporated as a società per azioni in the Republic of Italy)
1,250,000,000 8.047 per cent. Fixed to Floating Rate Perpetual Subordinated Notes
The 1,250,000,000 8.047 per cent. Fixed to Floating Rate Perpetual Subordinated Notes (the "Notes") are
issued by Intesa Sanpaolo S.p.A. (the "Issuer") in a single denomination of 50,000. The Issue Price of the
Notes is 100.00 per cent.
The Notes will bear interest (i) from and including 20 June 2008 to but excluding 20 June 2018 (the "Reset
Date") at a rate of 8.047 per cent. per annum, payable annually in arrear on 20 June in each year and (ii) from
and including the Reset Date at a rate of three month Euribor plus 410 basis points, payable quarterly in arrear
on 20 March, 20 June, 20 September and 20 December of each year, beginning on 20 September 2018.
The Notes will be redeemed on the date on which voluntary or involuntary winding up proceedings are instituted
in respect of the Issuer as described in Condition 7 (Redemption and Purchase) of the Terms and Conditions of
the Notes (the "Conditions" and, each of them, a "Condition"). The Issuer may, at its option, redeem the Notes
in whole, but not in part, on the 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 and Additional Amounts (as
defined herein), as described in Condition 7(a) (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 the Reset Date as follows: (i)
upon occurrence of a Regulatory Event or a Tax Deductibility Event (in each case, as defined herein) at a
redemption price equal to the greater of (a) their principal amount and (b) their Make Whole Amount (as defined
herein); and (ii) upon occurrence of an Additional Amount Event (as defined herein) at their principal amount,
in each case together with accrued interest and any Additional Amounts, all as described in Conditions 7(b)
(Redemption due to a Regulatory Event) and (c) (Redemption for tax reasons). Any redemption of the Notes
other than in accordance with the first sentence of this paragraph is subject to the prior approval of the Lead
Regulator (as defined herein).
Interest will accrue on a non cumulative basis and under certain circumstances described in Condition 5
(Interest Suspension), the Issuer may elect or even be required to suspend interest payments on the Notes.
The Notes will be rated A1 by Moody's Investors Service, Inc. ("Moody's"), A by Standard & Poor's Rating
Services, a division of The McGraw Hill Companies Inc. ("S&P") and A+ by Fitch Ratings Ltd ("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.
An investment in Notes involves certain risks. For a discussion of these risks, see "Risk Factors" on
page 10.
This document constitutes a prospectus (the "Prospectus") for the purposes of Article 5 of Directive
2003/71/EC (the "Prospectus Directive"). 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 Notes (the
"Luxembourg Prospectus Law"), which implements the Prospectus Directive in Luxembourg. Application
has also been made for the Notes to be listed on the official list of the Luxembourg Stock Exchange and
admitted to trading on its regulated market, which is a regulated market for the purposes of the Markets in
Financial Instruments Directive 2004/39/EC.
Joint Lead Managers
Banca IMI
Credit Suisse
HSBC
Morgan Stanley
Prospectus dated 18 June 2008

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IMPORTANT NOTICES
The Issuer 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 is, to
the best of its knowledge, 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.
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 the Issuer 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 or any of the
Joint Lead Managers (as defined in "Subscription and Sale").
No representation or warranty is made or implied by the Joint Lead Managers or any of their respective
affiliates, and none of the Joint Lead 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) business or prospects of the Issuer or
the Intesa Sanpaolo Group (as defined herein) 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 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 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.
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 Joint Lead 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),
business and prospects of each of the Issuer and the Intesa Sanpaolo Group.
The Issuer will use its best efforts to adopt a consistent approach with respect to interest payments for holders
of both its Parity Obligations (as defined herein) and 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. Unless otherwise specified or where the
context requires, references to laws and regulations are to the laws and regulations of Italy.
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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FORWARD LOOKING STATEMENTS
This Prospectus includes forward looking statements. These include statements relating to, among other
things, the future financial performance of the Intesa Sanpaolo Group (as defined in "Certain Definitions"
below), plans and expectations regarding developments in the business, growth and profitability of the Intesa
Sanpaolo Group and general industry and business conditions applicable to the Intesa Sanpaolo Group. The
Intesa Sanpaolo Group has based these forward looking statements on its 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
Intesa Sanpaolo Group or those of its industry to be materially different from or worse than these forward
looking statements. The Issuer does 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 Notes, Morgan Stanley & Co. International plc (the "Stabilising
Manager") (or persons acting on behalf of the Stabilising Manager) may over allot Notes or effect
transactions with a view to supporting the market price of the Notes at a level higher than that which
might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons
acting on behalf of the 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 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 Notes and 60 days after the date of the allotment of the Notes. Any
stabilisation action or over allotment shall be conducted in accordance with all applicable laws and
rules.
CERTAIN DEFINITIONS
Intesa Sanpaolo is the surviving entity from the merger between Banca Intesa S.p.A. and Sanpaolo IMI
S.p.A., which was completed with effect from 1 January 2007. Pursuant to the merger, Sanpaolo IMI S.p.A.
merged by incorporation into Banca Intesa S.p.A. which, upon completion of the merger, changed its name
to Intesa Sanpaolo S.p.A. Accordingly, in this Prospectus:
(i)
references to "Intesa Sanpaolo" are to Intesa Sanpaolo S.p.A. in respect of the period since 1 January
2007 and references to the "Group" or to the "Intesa Sanpaolo Group" are to Intesa Sanpaolo and
its subsidiaries in respect of the same period (with the exception of certain pro forma financial data,
which relate to the year ended 31 December 2006);
(ii)
references to "Banca Intesa" or "Intesa" are to Banca Intesa S.p.A. in respect of the period prior to
1 January 2007 and references to the "Banca Intesa Group" or the "Intesa Group" are to Banca
Intesa and its subsidiaries in respect of the same period; and
(iii)
references to "Sanpaolo IMI" are to Sanpaolo IMI S.p.A. and references to "Sanpaolo IMI Group"
are to Sanpaolo IMI and its subsidiaries.
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TABLE OF CONTENTS
General Overview ........................................................................................................................
5
Risk Factors ..................................................................................................................................
10
Information Incorporated by Reference........................................................................................
18
Terms and Conditions of the Notes ..............................................................................................
20
Summary of Provisions relating to the Notes while in Global Form ..........................................
39
Use of Proceeds ............................................................................................................................
41
Description of the Issuer ..............................................................................................................
42
Summary Financial Information of the Issuer..............................................................................
63
Taxation ........................................................................................................................................
68
Subscription and Sale....................................................................................................................
75
General Information......................................................................................................................
77
Appendix Audited Consolidated Annual Balance Sheets and Income Statements
of the Issuer ..................................................................................................................................
A-1
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GENERAL OVERVIEW
This general 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 the Prospectus as a whole, including the documents
incorporated by reference.
Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere in this
Prospectus have the same meanings in this general overview and references to a "Condition" is to such
numbered condition in the Terms and Conditions of the Notes.
Summary in respect of the Notes
Issuer:
Intesa Sanpaolo S.p.A.
Joint Lead Managers:
Banca IMI S.p.A.
Credit Suisse Securities (Europe) Limited
HSBC Bank plc
Morgan Stanley & Co. International plc
Principal amount:
1,250,000,000
Issue price:
100.00 per cent. of the principal amount of the Notes.
Issue date:
20 June 2008
Form and denomination:
The Notes will be issued in bearer form in a single denomination of
50,000 each.
Status of the Notes:
The Notes will constitute unsecured and subordinated obligations of
the Issuer which will, in the event of bankruptcy, dissolution,
liquidation or winding-up of the Issuer, rank:
(i)
junior in right of payment to any present or future claims of
all unsubordinated creditors of the Issuer and to all present
and future Less Deeply Subordinated Obligations;
(ii)
pari passu without any preference among themselves and
pari passu with all present and future Parity Obligations; and
(iii)
senior in right of payments to all present and future Junior
Obligations.
Maturity:
If not previously redeemed or purchased and cancelled, 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, in accordance with, as the case may be, (i) a resolution
passed at a meeting of the shareholders of the Issuer, (ii) any
provision of the By-laws of the Issuer (which currently provide for
the duration of the Issuer to run until 31 December 2100 but, if this
is extended, redemption of the Notes will be correspondingly
adjusted) or (iii) any applicable legal provision or any decision of
any judicial or administrative authority.
Redemption at the option of
The Issuer may, at its option, redeem the Notes in whole, but not in
the Issuer:
part, on the Reset Date and on any Interest Payment Date thereafter
at their principal amount, together with any accrued interest and any
Additional Amounts, as described in Condition 7(a) (Redemption at
the option of the Issuer).
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Redemption due to a
The Issuer may, at its option, redeem the Notes in whole, but not in
Regulatory Event:
part, at any time before the Reset Date following the occurrence of
a Regulatory Event (each, as defined herein) at a redemption price
equal to the greater of (i) their principal amount and (ii) the Make
Whole Amount, in each case together with any accrued interest and
any Additional Amounts, as described in Condition 7(b)
(Redemption due to a Regulatory Event).
Redemption for tax reasons:
The Issuer may, at its option, redeem the Notes in whole, but not in
part, at any time before the Reset Date following the occurrence of
a Tax Event as follows:
(i)
in the case of an Additional Amount Event at the principal
amount of the Notes; and
(ii) in the case of a Tax Deductibility Event, at a redemption price
equal to the greater of (A) the principal amount of the Notes
and (B) the Make Whole Amount,
in each case, together with any accrued interest and any Additional
Amounts, as described in Condition 7(c) (Redemption for tax
reasons).
Redemption subject to
Any redemption of the Notes, save in accordance with the section
regulatory approval:
"Maturity" above, is subject to the prior approval of the Lead
Regulator.
Interest:
The Notes will bear interest on a non-cumulative basis as follows:
(i)
from and including 20 June 2008 to but excluding 20 June
2018 (the "Reset Date") at a rate of 8.047 per cent. per
annum, payable annually in arrear on 20 June in each year;
and
(ii)
from and including the Reset Date at a rate of three-month
Euribor plus 410 basis points, payable quarterly in arrear on
20 March, 20 June, 20 September and 20 December of each
year beginning on 20 September 2018.
Optional suspension of interest:
Subject to "Mandatory payment of interest" below, the Issuer may
elect, by giving notice to the Noteholders pursuant to Condition 15
(Notices) no later than 15 business days notice prior to the relevant
Interest Payment Date, not to pay all (or part only) of the interest
accrued up to an Interest Payment Date if:
(i)
the Issuer does not have Distributable Profits according to its
Latest Accounts; and/or
(ii)
since the Issuer's annual shareholders' meeting in respect of
the financial statements for the financial year immediately
preceding the year in which such Interest Payment Date falls,
no dividend or other distribution has been declared, made,
approved or set aside for payment in respect of any Junior
Obligations,
all as described in Condition 5(a) (Optional suspension of interest).
Mandatory suspension of interest:
Provided that the Issuer has not declared or paid any dividends or
other distributions on any Junior Obligations during the 12-month
period prior to a relevant Interest Payment Date, the Issuer will be
prohibited from:
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(i)
paying all (or part only) of the interest accrued to an Interest
Payment Date if and to the extent that a Capital Deficiency
Event regarding the Issuer would occur if the Issuer made the
payment of interest (in whole or in part) on such Interest
Payment Date; or
(ii)
paying all (but not part only) of the interest accrued to an
Interest Payment Date if:
(a)
a Capital Deficiency Event regarding the Issuer has
occurred and is continuing on such Interest Payment
Date; or
(b)
the Issuer is prohibited under applicable Italian
legislation or regulation from declaring a dividend or
making a distribution on its Junior Obligations, other
than in the case of a Capital Deficiency Event,
all as described in Condition 5(b) (Mandatory suspension of
interest).
Non-cumulative interest:
Where the Issuer elects not to pay interest pursuant to Condition
5(a) (Optional suspension of interest) or is prohibited from paying
interest pursuant to Condition 5(b) (Mandatory suspension 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.
Interest which the Issuer elects not to pay or is prohibited from
paying will not accumulate or compound and all rights and claims
in respect of any such amounts will be fully and irrevocably
cancelled and forfeited.
Mandatory payment of interest:
The Issuer is required to pay interest (including, without limitation,
in the event of a Capital Deficiency Event) on any Interest Payment
Date in full if and to the extent that during the 12-month period
prior to such Interest Payment Date the Issuer has declared or paid
dividends or other distributions on any Junior Obligations.
Subject to "Mandatory non-payment of interest" above, the Issuer is
required to pay interest on any Interest Payment Date in full if and
to the extent that during the 12-month period prior to such Interest
Payment Date, the Issuer or any subsidiary of the Issuer has
redeemed, repurchased or acquired any Junior Obligations (other
than a Permitted Repurchase).
See Condition 5(c) (Mandatory payment of interest).
The Issuer will use its best efforts to adopt a consistent approach
with respect to interest payments for holders of both its Parity
Obligations and the Notes.
Loss absorption:
To the extent that the Issuer at any time suffers losses (taking into
account, inter alia, profits and losses relating to previous financial
years) which would result in a Capital Deficiency Event, the
obligations of the Issuer relating to the principal amount of the
Notes will be suspended to the extent necessary to enable the Issuer
to continue to carry on its activities in accordance with applicable
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regulatory requirements, as described in further detail in Condition
6 (Loss Absorption). In any such case, but at all times subject to
"Mandatory suspension of interest" above, interest will continue to
accrue on the nominal value of the Notes.
Reinstatement following Loss
Following suspension of all or part of the Issuer's payment
absorption:
obligations described in "Loss absorption" above, such obligations
will be reinstated (in priority to any Junior Obligations and on a pari
passu basis with any Parity Obligations), as if they had not been so
suspended:
(i)
in whole, in the event of winding up, dissolution, liquidation
or bankruptcy (including, inter alia, Liquidazione Coatta
Amministrativa) of the Issuer and with effect immediately
prior to the commencement of such winding up, dissolution,
liquidation or bankruptcy (including, inter alia, Liquidazione
Coatta Amministrativa); and
(ii)
in whole, in the event of early redemption of the Notes
pursuant to Conditions 7(a) (Redemption at the option of the
Issuer), 7(b) (Redemption due to a Regulatory Event) or 7(c)
(Redemption for tax reasons); and
(iii)
in whole or in part, from time to time, to the extent that the
Capital Deficiency Event has ceased and is no longer
continuing,
all as described in further detail in Condition 6 (Loss Absorption).
Taxation:
All payments in respect of Notes will be made free and clear of
withholding taxes of the Republic of Italy, as the case may be (and
subject to certain customary exceptions), unless the withholding is
required by law. In that event, the Issuer will (subject as provided in
Condition 9 (Taxation)) pay Additional Amounts so that
Noteholders receive such amounts as they would have received if
such withholding had not been applied.
However, in certain circumstances and as more fully set out in
Condition 9 (Taxation), the relevant Issuer shall not be liable in to
pay any Additional Amounts to Noteholders, including in particular
with respect to any payment, withholding or deduction pursuant to
Decree No. 239 on account of Italian substitute tax (imposta
sostitutiva).
Governing Law:
The Notes will be governed by English law, save that Condition 3
(Status and Subordination of the Notes) is governed by Italian law.
Listing and Trading:
Application has been made for the Notes to be admitted to trading
on the regulated market and to be listed on the official list of the
Luxembourg Stock Exchange.
Rating:
The Notes are expected to be rated A1 by Moody's, A by S&P and
A+ by 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.
Selling restrictions:
For a description of certain restrictions on offers, sales and
deliveries of Notes and on the distribution of offering material in the
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United States of America, the United Kingdom and Italy, see
"Subscription and Sale" below.
Clearing systems:
Euroclear and Clearstream, Luxembourg.
ISIN:
XS0371711663
Common code:
037171166
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RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes.
Most of these factors are contingencies which may or may not occur and the Issuer is not in a position to
express a view on the likelihood of any such contingency occurring. In addition, factors which are material
for the purpose of assessing the market risks associated with the Notes are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the
Notes, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with the
Notes may occur for other reasons which may not be considered significant risks by the Issuer based on
information currently available to it or which it may not currently be able to anticipate.
Prospective investors should also read the detailed information set out elsewhere in this Prospectus and
reach their own views prior to making any investment decision.
Words and expressions defined in "Terms and Conditions of the Notes" or elsewhere in this Prospectus have
the same meaning in this section. References to a "Condition" is to such numbered condition in the Terms
and Conditions of the Notes. Prospective investors should read the entire Prospectus.
Risk Factors in relation to the Issuer
Competition
In recent years the Italian banking sector has been characterised by ever increasing competition which,
together with the level of interest rates, has caused a sharp reduction in the difference between borrowing
and lending rates and subsequent difficulties in maintaining a positive growth trend in interest rate margin.
In particular, such competition has had two main effects:
(a)
a progressive reduction in the differential between lending and borrower interest rate, which may
result in the Issuer facing difficulties in maintaining its actual rate of growth in interest rate margins;
and
(b)
a progressive reduction in commissions and fees, particularly from dealing on behalf of third parties
and orders collection, due to completion on prices.
Both of the above factors may adversely affect the Issuer's financial condition and result of operations.
In addition, downturns in the Italian economy could add to the competitive pressure through, for example,
increased price pressure and lower business volumes for which to compete.
Changes in regulatory framework and accounting policies
The Intesa Sanpaolo Group is subject to extensive regulation and supervision by the Bank of Italy, CONSOB
(the Italian securities markets regulator), the European Central Bank and the European System of Central
Banks. The banking laws to which the Intesa Sanpaolo Group is subject govern the activities in which banks
and banking foundations may engage and are designed to maintain the safety and soundness of banks, and
limit their exposure to risk. In addition, the Intesa Sanpaolo Group must comply with financial services laws
that govern its marketing and selling practices. One particularly significant change in regulatory
requirements affecting the Intesa Sanpaolo Group is the pending implementation of the New Basel Capital
Accord (Basel II) on capital requirements for financial institutions.
Any changes in how such regulations are applied or implemented for financial institutions may have a
material effect on the Issuer's business and operations. As some of the laws and regulations affecting the
Intesa Sanpaolo Group have been adopted only recently, the manner in which they are applied to the
operations of financial institutions is still evolving and their implementation, enforcement and/or
interpretation may have an adverse effect on the business, financial condition, cash flows and results of
operations of the Issuer.
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