Obligation Intesa Sanpaolo SpA 6% ( XS1958657105 ) en USD

Intesa Sanpaolo SpA

100 % ⇌

Italie

XS1958657105 ( en USD )

6% par an ( paiement semestriel )

11/03/2025 - Obligation échue

Prospectus brochure de l'obligation Intesa Sanpaolo S.p.A XS1958657105 en USD 6%, échue

Intesa Sanpaolo S.p.A. est une banque italienne multinationale, l'une des plus grandes d'Europe, offrant une large gamme de services bancaires et financiers aux particuliers, aux entreprises et aux institutions.

L'Obligation émise par Intesa Sanpaolo SpA ( Italie ) , en USD, avec le code ISIN XS1958657105, paye un coupon de 6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 11/03/2025

8 March 2019

BANCA IMI S.p.A.
(incorporated with limited liability in the Republic of Italy)
FINAL TERMS
USD Fixed Rate Notes due 11.03.2025
"Banca IMI S.p.A. Collezione Cedola Crescente Dollaro USA Opera II "
under the Euro Medium Term Note Programme
PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the
Conditions) set forth in the Base Prospectus dated 3 July 2018 and the supplements to the Base Prospectus dated 28
September 2018 and 9 November 2018 which together constitute a base prospectus for the purposes of the Prospectus
Directive (the Base Prospectus). This document constitutes the Final Terms of the Notes described herein for the
purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full
information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final
Terms and the Base Prospectus. The Base Prospectus is available for viewing during normal business hours at the
registered office of the Issuer and the specified offices of the Paying Agents. The Base Prospectus has been published
on the websites of the Euronext Dublin (http://www.ise.ie/Market-Data-Announcements/Debt/Individual-Debt-
Instrument-Data/Dept-Security-Documents/?progID=643&FIELDSORT=docId), the Central Bank of Ireland
(http://www.centralbank.ie) and the Issuer's website (https://www.bancaimi.prodottiequotazioni.com/EN/Legal-
Documents). In the event of any inconsistency between the Conditions and the Final Terms, these Final Terms prevail.
A summary of the Notes (which comprises the summary in the Base Prospectus as completed to reflect the provisions
of these Final Terms) is annexed to these Final Terms.
By investing in the Notes each investor represents that:
(a)
Non-Reliance. It is acting for its own account, and it has made its own independent decisions to invest in the
Notes and as to whether the investment in the Notes is appropriate or proper for it based upon its own
judgement and upon advice from such advisers as it has deemed necessary. It is not relying on any
communication (written or oral) of the Issuer as investment advice or as a recommendation to invest in the
Notes, it being understood that information and explanations related to the terms and conditions of the Notes
shall not be considered to be investment advice or a recommendation to invest in the Notes. No communication
(written or oral) received from the Issuer shall be deemed to be an assurance or guarantee as to the expected
results of the investment in the Notes.
(b)
Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf
or through independent professional advice), and understands and accepts the terms and conditions and the
risks of the investment in the Notes. It is also capable of assuming, and assumes, the risks of the investment in
the Notes.
(c)
Status of Parties. The Issuer is not acting as a fiduciary for or adviser to it in respect of the investment in the
Notes.

1

1.
Issuer:
Banca IMI S.p.A.
2.
(a)
Series Number:
8
(b)
Tranche Number:
1
(c)
Date on which the Notes will be
Not applicable.
consolidated and form a single
Series:
3.
Specified Currency:
The Specified Currency is United States Dollars ("USD").
4.
Aggregate Nominal Amount:

(a)
Series:
USD 300,000,000.
(b)
Tranche:
USD 300,000,000.
5.
Issue Price of Tranche:
100 per cent. of the Aggregate Nominal Amount.
6.
(a)
Specified Denominations:
USD 2,000.
(b)
Calculation Amount:
USD 2,000.
7.
(a)
Issue Date:
The Issue Date is 11 March 2019.
(b)
Interest Commencement Date:
Issue Date.
8.
Type of Notes:
Fixed Rate Notes.
9.
Maturity Date:
11 March 2025.

2

10.
Form of Notes:
Bearer.
11.
Interest Basis:
2.80 per cent. per annum Fixed Rate from and including the
Issue Date up to but excluding 11 March 2020;
2.80 per cent. per annum Fixed Rate from and including 11
March 2020 up to but excluding 11 March 2021;
4.00 per cent. per annum Fixed Rate from and including 11
March 2021 up to but excluding 11 March 2022;
4.00 per cent. per annum Fixed Rate from and including 11
March 2022 up to but excluding 11 March 2023;
6.00 per cent. per annum Fixed Rate from and including 11
March 2023 up to but excluding 11 March 2024;
6.00 per cent. per annum Fixed Rate from and including 11
March 2024 up to but excluding 11 March 2025.
(further particulars specified below)
12.
Redemption/Payment Basis:
Redemption at par.
13.
Change of Interest Basis:
Not applicable.
14.
Put Options:
Not applicable.
15.
Call Options:
Not applicable.
16.
Dual Currency Note Provisions:
Not applicable.
17.
Tax Gross-Up:
Condition 7(ii) applicable.
18.
Method of distribution:
Not applicable.
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
19.
Fixed Rate Note Provisions:
Applicable.
(i)
Rate(s) of Interest:
2.80 per cent. per annum in respect of the Interest Period from
(and including) the Interest Commencement Date to (but
excluding) 11 March 2020 (the "First Interest Period");
2.80 per cent. per annum in respect of the Interest Period from
(and including) 11 March 2020 to (but excluding) 11 March
2021 (the "Second Interest Period");
4.00 per cent. per annum in respect of the Interest Period from
(and including) 11 March 2021 to (but excluding) 11 March
2022 (the "Third Interest Period");
4.00 per cent. per annum in respect of the Interest Period from

3

(and including) 11 March 2022 to (but excluding) 11 March
2023 (the "Fourth Interest Period");
6.00 per cent. per annum in respect of the Interest Period from
(and including) 11 March 2023 to (but excluding) 11 March
2024 (the "Fifth Interest Period");
6.00 per cent. per annum in respect of the Interest Period from
(and including) 11 March 2024 to (but excluding) 11 March
2025 (the "Sixth Interest Period");
in each case payable in arrear.
(ii)
Interest Payment Date(s):
11 March in each year up to and including the Maturity Date.
The first Interest Payment Date is 11 March 2020.
(iii)
Business Day Convention:
Following Business Day Convention
(iv)
Additional Business Day
TARGET2, London and New York.
Centre(s):
(v)
Interest Accrual Date(s):
The Interest Accrual Dates are the Interest Commencement
Date and 11 March in each year up to but excluding the
Maturity Date.
(vi)
Fixed Coupon Amount(s):
USD 56 per Calculation Amount in respect of the First Interest
Period;
USD 56 per Calculation Amount in respect of the Second
Interest Period;
USD 80 per Calculation Amount in respect of the Third
Interest Period;
USD 80 per Calculation Amount in respect of the Fourth
Interest Period;
USD 120 per Calculation Amount in respect of the Fifth
Interest Period;
USD 120 per Calculation Amount in respect of the Sixth
Interest Period.
(vii)
Broken Amount(s):
Not applicable
(viii)
Day Count Fraction:
Actual/Actual (ICMA) following unadjusted
(ix)
Determination Date(s):
11 March in each year.
20.
Fixed Rate Reset Note Provisions:
Not applicable.
21.
Floating Rate Note Provisions:
Not applicable.
22.
Change of Interest Basis Provisions:
Not applicable.

4

23.
Zero Coupon Note Provisions:
Not applicable.
PROVISIONS RELATING TO REDEMPTION
24.
Issuer Call:
Not applicable.
25.
Investor Put:
Not applicable.
26.
Final Redemption Amount of each Note
USD 2,000 per Calculation Amount.
27.
Early Redemption Amount of each Note
USD 2,000 per Calculation Amount.
payable on redemption for taxation reasons
or on event of default:

GENERAL PROVISIONS APPLICABLE TO THE NOTES
28.
Form of Notes:

(a)
Form of Notes:
Temporary Bearer Global Note exchangeable for a Permanent
Bearer Global Note which is exchangeable for definitive
Bearer Notes only upon an Exchange Event.
(b)
New Global Note:
Yes.
29.
Additional Financial Centre(s):
Not applicable.
30.
Talons for future Coupons to be attached to
Not applicable.
definitive Notes (and dates on which such
Talons mature):
31.
Prohibition of Sales to EEA Retail Investors:
Not applicable.
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required for issue and admission to trading on Euronext Dublin of the Notes
described herein pursuant to the Euro Medium Term Note Programme of Banca IMI S.p.A.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of Banca IMI S.p.A.:
By:
........................................................
Duly authorised

5

PART B OTHER INFORMATION

1.
LISTING AND ADMISSION TO TRADING
(i)
Listing:
Ireland and the Republic of Italy.
(ii)
Admission to trading
Application for Notes has been made for listing on the Official
List of Euronext Dublin and for admission to trading on the
Regulated Market of Euronext Dublin.
Application for Notes has also been made for (i) admission to
trading on the Italian multilateral trading facility EuroTLX,
which is not a regulated market for the purposes of directive
2014/65/EU as amended from time to time; and (ii) listing on the
MOT market (Mercato Telematico delle Obbligazioni),
organised and managed by Borsa Italiana S.p.A..
Application may also be made by the Issuer (or on its behalf) to
list the Notes on such further or other stock exchanges or
regulated markets or admitted to trading on such other trading
venues (including without limitation multilateral trading
facilities) as the Issuer may determine.
(iii)
Estimate of total expenses related
EUR 600
to admission to trading:
2.
RATINGS

Ratings:
At the date of these Final Terms, the Issuer is rated Baa1 (long-
term) and P-2 (short-term) with stable outlook by Moody's Italia
S.r.l. (Moody's), BBB (long-term) and A-2 (short-term) with
negative outlook by S&P Global Ratings Italy S.r.l. (S&P
Global) and BBB (long-term) and F2 (short- term) with negative
outlook by Fitch Ratings Ltd. (Fitch).

Not applicable. No ratings have been assigned to the Notes at the
request of or with the cooperation of the Issuer in the rating
process.
3.
NOTIFICATION

The Central Bank of Ireland has provided the Commissione Nazionale per le Società e la Borsa (CONSOB)
with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the
Prospectus Directive.
4.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
The Issuer will act as Calculation Agent under the Securities. See the risk factor "Calculation Agent's
Discretion and Conflicts of Interest" at page 42 of the Base Prospectus.
Banca IMI is a shareholder of EuroTLX SIM S.p.A. who manages the multilateral trading facility EuroTLX on
which application for the trading of the Notes thereof has been made by the Issuer.

6

5.
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i)
Reasons for the offer:
See "Use of Proceeds" wording in Base Prospectus.
(ii)
Estimated net proceeds:
The net proceeds of the issue of the Notes will be equal to 100
per cent. of the Aggregate Nominal Amount of the Notes issued,
i.e. USD 300,000,000.
(iii)
Estimated total expenses:
The estimated total expenses that can be determined as of the
Issue Date are up to EUR 600 consisting of Listing Fees, such
expenses excluding certain out-of pocket expenses incurred or to
be incurred by or on behalf of the Issuer in connection with the
admission to trading of the Notes.
6.
YIELD

Indication of yield:
The yield is 4.176 per cent. per annum at maturity, calculated as
the annual expected return as at the Issue Date on the basis of the
Issue Price. It is not an indication of future yield.
7.
HISTORIC INTEREST RATES
Not applicable.
8.
OPERATIONAL INFORMATION
(i)
ISIN Code:
XS1958657105
(ii)
Common Code:
195865710
(iii)
Any clearing system(s) other than
Not applicable.
Euroclear Bank S.A./N.V. and
Clearstream S.A. and the relevant

identification number(s):
(iv)
Delivery:
Delivery against payment.
(v)
Names and addresses of
Not applicable.
additional Paying Agent(s) (if
any):
(vi)
Intended to be held in a manner
Yes. Note that the designation "yes" simply means that the Notes
which would allow Eurosystem
are intended upon issue to be deposited with one of the ICSDs as
eligibility:
common safekeeper and does not necessarily mean that the
Notes will be recognised as eligible collateral for Eurosystem
monetary policy and intra day credit operations by the
Eurosystem either upon issue or at any or all times during their
life. Such recognition will depend upon the ECB being satisfied
that Eurosystem eligibility criteria have been met.
9.
DISTRIBUTION
(i)
If
syndicated,
names
and
Not applicable.

7

addresses of Managers and
underwriting commitments:
(ii)
Date
of
Subscription
Not applicable.
Agreement:
(iii)
Stabilisation Manager (if any):
Not applicable.
(iv)
If non-syndicated, name and
Not applicable.
address of relevant Manager, if
applicable:
(v)
Total
commission
and
Not applicable.
concession:
(vi)
US Selling Restrictions:
Reg. S compliance category 2; TEFRA D.
(vii)
Public Offer:
Not applicable.
10.
TERMS AND CONDITIONS OF THE OFFER
Not applicable.

8

APPLICABLE FINAL TERMS - SUMMARY OF THE NOTES
Summaries are made up of disclosure requirements known as ""Elements". These Elements are numbered in
Sections A E (A.1 E.7).
This Summary contains all the Elements required to be included in a summary for this type of Notes and Issuer.
Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the
Elements.
Even though an Element may be required to be inserted in the summary because of the type of Notes and Issuer, it is
possible that no relevant information can be given regarding the Element. In this case a short description of the
Element is included in the summary with the mention of "not applicable".
SECTION A INTRODUCTION AND WARNINGS

Element
A.1
This summary should be read as an introduction to the Base Prospectus and the applicable Final Terms.
Any decision to invest in any Notes should be based on a consideration of this Base Prospectus as a whole,
including any documents incorporated by reference and the applicable Final Terms.
Where a claim relating to information contained in the Base Prospectus and the applicable Final Terms 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 Base
Prospectus and the applicable Final Terms before the legal proceedings are initiated.
Civil liability attaches to the Issuer solely on the basis of this summary, including any translation of it, but only
if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this Base
Prospectus and the applicable Final Terms or, following the implementation of the relevant provisions of
Directive 2010/73/EU in the relevant Member State, it does not provide, when read together with the other
parts of this Base Prospectus and the applicable Final Terms, key information in order to aid investors when
considering whether to invest in the Notes.
A.2
Not applicable The Issuer does not consent to the use of the Base Prospectus for subsequent resales.
Not applicable - the Notes are not being offered to the public as part of a Public Offer.

SECTION B ISSUER

Element
B.1
Legal and commercial name of the Issuer

Banca IMI S.p.A.
B.2
Domicile / legal form / legislation / country of incorporation

The Issuer is incorporated as a società per azioni with limited liability under the laws of the Republic of
Italy. The Issuer is registered with the Companies' Register of Milan under No. 04377700150. Its registered
office is at Largo Mattioli 3, 20121 Milan, with telephone number +39 02 72611.
B.4b
Trend information

9

In accordance to the Intesa Sanpaolo Group's 2018-2021 Business Plan (approved on 6 February 2018 by the
Board of Directors of Intesa Sanpaolo S.p.A.) the Issuer will be merged into the parent company Intesa
Sanpaolo S.p.A..
Merger transactions could cause uncertainties to business operations, particularly when unrelated companies
are involved. Considering that Intesa Sanpaolo S.p.A. is the parent company of Banca IMI and that the
merger takes place between two entities belonging to the same banking group, such merger is not expected
to have any material adverse effects on the business of Banca IMI or the parent company.
There are no other known trends, uncertainties, demands, commitments or events that are reasonably likely
to have a material effect on the Issuer's prospects for its current financial year.
B.5
Description of the Group

The Issuer is a company belonging to the Intesa Sanpaolo banking group, of which Intesa Sanpaolo S.p.A. is
the parent company.
B.9
Profit forecast or estimate

Not applicable - No profit forecasts or estimates have been made in the Base Prospectus.
B.10
Audit report qualifications

Not applicable - No qualifications are contained in any audit report included in the Base Prospectus.
B.12
Selected historical key financial information

The audited consolidated balance sheets and income statements as of, and for each of the years ended, 31
December 2016 and 2017 have been extracted without any adjustment from, and are qualified by reference
to and should be read in conjunction with, the Issuer's consolidated financial statements in respect of those
dates and periods:
Audited Consolidated Balance Sheets for the year ending 31 December 2017 compared with corresponding figures
for the year ending 31 December 2016

Assets
31
31
December
December
2017
2016

(EUR thousand)
Cash and cash equivalents
4
3
Financial assets held for trading
44,692,894
53,477,591
Available-for-sale financial assets
14,473,923
14,693,865
Due from banks
55,288,763
53,305,542
Loans to customers
32,965,588
27,798,310
Hedging derivatives
69,789
154,440
Equity investments
53,034
19,560
Property and equipment
562
848
Intangible assets
126
285
Tax assets
431,407
489,371
a) current
207,467
251,068
b) deferred
223,940
238,303
- of which as per Law no.
101,555
115,541
214/2011
Other assets
535,727
467,011

Total Assets
148,511,817
150,406,826

Liabilities and Equity
31
31
December
December
2017
2016

(EUR thousand)

Due to banks
71,615,809
60,716,591
Due to customers
15,195,941
18,989,914

10