Obligation Intesa San Paolo 2.125% ( XS2179037697 ) en EUR

Intesa San Paolo

100 % ▲

Italie

XS2179037697 ( en EUR )

2.125% par an ( paiement annuel )

26/05/2025 - Obligation échue

Prospectus brochure de l'obligation Intesa Sanpaolo XS2179037697 en EUR 2.125%, échue

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.

L'Obligation émise par Intesa San Paolo ( Italie ) , en EUR, avec le code ISIN XS2179037697, paye un coupon de 2.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 26/05/2025

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
European Economic Area ("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 Directive 2014/65/EU ("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 required by Regulation (EU) No 1286/2014 (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.
MIFID II Product Governance / Professional investors and ECPs 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 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. 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 manufacturer/s' target market assessment) and determining appropriate distribution channels.
Final Terms dated 22 May 2020
Intesa Sanpaolo S.p.A.
Issue of EUR 1,250,000,000 2.125 per cent. Senior Preferred Unsecured Notes due 26 May 2025
under the 70,000,000,000
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 for the Italian
Law Notes set forth in the Base Prospectus dated 20 December 2019 and the supplements to the Base Prospectus dated
11 February 2020, 21 February 2020 and 8 May 2020, which together constitute a base prospectus for the purposes of
Regulation (EU) 2017/1129, as amended or superseded (the "Prospectus Regulation"). This document constitutes
the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and must be
read in conjunction with the Base Prospectus as so supplemented. Full information on the Issuer and the offer of the
Notes is only available on the basis of the combination of these Final Terms, the Base Prospectus and the supplements
to the Base Prospectus dated 11 February 2020, 21 February 2020 and 8 May 2020. The Base Prospectus and the
supplements are available for viewing at the registered office of the Issuer at Piazza San Carlo 156, 10121 Turin, Italy
and from Intesa Sanpaolo Bank Luxembourg S.A. at 19 21, Boulevard Prince Henri, Luxembourg, Grand Duchy of
Luxembourg, during usual business hours of any weekday (Saturdays and bank holidays excepted) and free of charge.
The Base Prospectus and the supplements and, in the case of Notes admitted to trading on the regulated market of the
Luxembourg Stock Exchange, the applicable Final Terms will also be published on the website of the Luxembourg
Stock Exchange (www.bourse.lu).
1.
(i)
Series Number:
942
(ii)
Tranche Number:
1
(iii)
Date on which the Notes become fungible
Not Applicable
2.
Specified Currency or Currencies:
Euro ("EUR")
3.
Aggregate Nominal Amount:
(i)
Series:
EUR 1,250,000,000
(ii)
Tranche:
EUR 1,250,000,000

4.
Issue Price:
99.803 per cent. of the Aggregate Nominal Amount
5.
Specified Denominations:
EUR 100,000 and integral multiples of EUR 1,000
in excess thereof up to and including EUR 199,000.
No Notes in definitive form will be issued with a
denomination above EUR 199,000

(i)
Specified Minimum Amounts:
Not applicable

(ii)
Specified Increments:
Not applicable

(iii)
Calculation Amount:
EUR 1,000
6.
(i) Issue Date:
26 May 2020

(ii) Interest Commencement Date:
Issue Date
7.
Maturity Date:
26 May 2025
8.
Interest Basis:
2.125 per cent. per annum Fixed Rate

(further particulars specified below)
9.
Redemption/Payment Basis:
Redemption at par
10.
Change of Interest or Redemption/Payment Basis:
Not Applicable
11.
Put/Call Options:
Not Applicable
12.
Status of the Notes:
Senior Preferred, Unsecured, Unsubordinated Notes
PROVISIONS RELATING TO INTEREST PAYABLE
13.
Fixed Rate Note Provisions
Applicable

(i)
Rate(s) of Interest:
2.125 per cent. per annum payable annually in arrear

(ii)
Interest Payment Date(s):
26 May each year commencing on 26 May 2021 up
to and including the Maturity Date

(iii)
Fixed Coupon Amount(s):
EUR 21.25 per Calculation Amount

(iv)
Day Count Fraction:
Actual/Actual (ICMA), unadjusted

(v)
Broken Amount(s):
Not Applicable
14.
Floating Rate Note Provisions
Not Applicable

15.
Fixed-Floating Rate Note Provisions
Not Applicable
16.
Floating-Fixed Rate Note Provisions
Not Applicable
17.
Zero Coupon Note Provisions
Not Applicable
18.
Inflation Linked Note Provisions
Not Applicable
19.
Change of Interest Basis Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
20.
Call Option
Not Applicable
21.
Put Option
Not Applicable
22.
Regulatory Call
Not Applicable
23.
Issuer Call due to a MREL Disqualification
Not Applicable
Event
24.
Final Redemption Amount
EUR 1,000 per Calculation Amount
25.
Early Redemption Amount
Early
Redemption
Amount(s)
payable
on
As per Condition 10(b)
redemption for Tax Event or Regulatory Event or
MREL Disqualification Event:
26.
Early Redemption Amount (Tax)
EUR 1,000 per Calculation Amount
GENERAL PROVISIONS APPLICABLE TO THE NOTES
27.
Form of Notes:
Bearer Notes:
Temporary Global Note exchangeable for a
Permanent Global Note which is exchangeable for
Definitive Notes in the limited circumstances
specified in the Permanent Global Note
28.
New Global Note Form:
Yes
29.
Additional Financial Centre(s):
TARGET2
30.
Talons for future Coupons to be attached to
No
Definitive Notes:
Signed on behalf of the Issuer:
By: ...........................................................................
Duly authorised

PART B OTHER INFORMATION
LISTING AND ADMISSION TO TRADING
1.
(i)
Listing:
Application has been made for the Notes to be
admitted to be listed on the regulated market of the
Luxembourg Stock Exchange with effect from the
Issue Date.
(ii)
Admission to trading:
Application has been made for the Notes to be
admitted to trading on the regulated market of the
Luxembourg Stock Exchange with effect from the
Issue Date.
(iii)
Estimate of total expenses related to
EUR 3,850
admission to trading:
2.
RATINGS
Ratings:
The Notes to be issued are expected to be rated:
S&P Global Ratings Europe Limited: BBB
(negative)
Moody's Investors Service Ltd: Baa1 (negative)
Fitch Ratings Limited: BBB- (stable)
DBRS Rating GmbH: BBB High (negative)
Each of S&P Global Ratings Europe Limited,
Moody's Investors Service Ltd, Fitch Ratings
Limited and DBRS Ratings GmbH is established in
the European Union and registered under Regulation
(EC) No 1060/2009 (as amended) (the "CRA
Regulation").
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for the fees payable to the Managers, so far as the Issuer is aware, no person involved in the offer of
the Notes has an interest material to the offer. Banca IMI S.p.A., a Manager, is a subsidiary of the Issuer.
4.
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i)
Reasons for the offer:
General funding purposes, in accordance with the
section entitled "Use of Proceeds" under "General
Information" in the Base Prospectus.
(ii)
Estimated net proceeds:
EUR 1,244,412,500
5.
YIELD
Indication of yield:
2.167 per cent. per annum
The yield is calculated on the basis of the Issue Price.
It is not an indication of future yield.
6.
OPERATIONAL INFORMATION
ISIN Code:
XS2179037697

Common Code:
217903769
Intended to be held in a manner which would allow Yes. Note that the designation "yes" simply means
Eurosystem eligibility:
that the Notes are intended upon issue to be
deposited with one of Euroclear Bank SA/NV and/or
Clearstream Banking, S.A. Luxembourg (the
"ICSDs") as 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 European Central Bank being satisfied that
Eurosystem eligibility criteria have been met.
Any clearing system(s) other than Euroclear Bank Not Applicable
SA/NV and Clearstream Banking, société anonyme
and the relevant identification numbers:
Delivery:
Delivery against payment
Names and addresses of additional Paying Not applicable
Agent(s)(if any):
Deemed delivery of clearing system notices for the Any notice delivered to Noteholders through the
purposes of Condition 19 of the Terms and clearing systems will be deemed to have been given
Conditions of the Italian Law Notes:
on the date after the day on which it was given to
Euroclear and Clearstream, Luxembourg.
7.
DISTRIBUTION
(i)
Method of distribution:
Syndicated
(ii)
If syndicated:
(A)
Names of Managers
Banca IMI S.p.A
Largo Mattioli, 3
20121
Milan
Italy
Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Crédit Agricole Corporate and
Investment Bank
12, place des Etats-Unis,
CS 70052
92547 Montrouge Cedex
France
Deutsche Bank Aktiengesellschaft
Mainzer Landstr. 11-17
60329 Frankfurt am Main
Germany

Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
United Kingdom
Natixis
30 avenue Pierre Mendès-France
75013 Paris
France
UBS Europe SE
Bockenheimer Landstraße 2-4,
60306 Frankfurt am Main
Germany
(B)
Date of Subscription Agreement
22 May 2020
(C)
Stabilising Manager(s) (if any):
Deutsche Bank Aktiengesellschaft
(iii)
If non-syndicated, name and address of
Not Applicable
Dealer:
(iv)
U.S. Selling Restrictions:
Reg. S compliance category 2
TEFRA D
(v)
Prohibition of Sales to EEA Retail
Applicable
Investors: