Bond Apicyl Prévoyance 4% ( FR0013455862 ) in EUR

Apicyl Prévoyance

99.13 % ▼

France

FR0013455862 ( in EUR )

4% per year ( payment 1 time a year)

23/10/2029

Prospectus brochure of the bond Apicil Prévoyance FR0013455862 en EUR 4%, maturity 23/10/2029

100 000 EUR

250 000 000 EUR

24/10/2026 ( In 202 days )

Apicil Prévoyance refers to the personal protection and provident insurance solutions offered by the French mutual insurance group Apicil.

The Bond issued by Apicyl Prévoyance ( France ) , in EUR, with the ISIN code FR0013455862, pays a coupon of 4% per year.
The coupons are paid 1 time per year and the Bond maturity is 23/10/2029

PROSPECTUS DATED 22 OCTOBER 2019
APICIL Prévoyance
250,000,000 Subordinated Notes due 24 October 2029
Issue Price: 100 per cent.
This prospectus (the "Prospectus") does not constitute a prospectus for the purposes of the Regulation (EU) 2017/1129, as amended (the "Prospectus
Regulation"). Accordingly, this Prospectus has not been and will not be submitted for approval to any competent authority within the meaning of the
Prospectus Regulation and in particular the Luxembourg Commission de Surveillance du Secteur Financier, in its capacity as competent authority for
the purposes of the Prospectus Regulation.
Application has been made to the Luxembourg Stock Exchange, in its capacity as market operator of the Euro MTF Market (the "Euro MTF
Market") under the rules and regulations of the Luxembourg Stock Exchange, to approve the Prospectus pursuant to part IV of the Luxembourg law
on prospectuses for securities dated 16 July 2019. Application has been made for the Notes to be listed on the official list of the Luxembourg Stock
Exchange and to be admitted to trading on the Euro MTF Market. The Euro MTF Market is not a regulated market for the purposes of the Directive
2014/65/EU on markets in financial instruments, as amended.
The 250,000,000 subordinated notes (the "Notes") of APICIL Prévoyance (the "Issuer" or "APICIL Prévoyance") will be issued on 24 October
2019 (the "Issue Date") in the denomination of 100,000 each.
Unless previously redeemed or purchased and cancelled, the Notes will be redeemed on or about 24 October 2029 (the "Scheduled Maturity Date")
at their principal amount provided that the Conditions to Redemption and Purchase are satisfied on such date, failing which on such later date as soon
thereafter as the Conditions to Redemption and Purchase are so satisfied as further specified in "Terms and Conditions of the Notes Redemption and
Purchase Redemption at Maturity". The Issuer shall also have the right (provided the Conditions to Redemption and Purchase are satisfied) to
redeem the Notes upon the occurrence of a Tax Event, a Capital Disqualification Event or if the conditions for a clean-up call are satisfied, as further
described in "Terms and Conditions of the Notes -- Redemption and Purchase".
The obligations of the Issuer in respect of principal and interest payable under the Notes constitute direct, unconditional, unsecured and dated
subordinated obligations of the Issuer and the Notes rank and will rank pari passu without any preference among themselves and with all other,
present or future, Ordinary Subordinated Obligations of the Issuer, but prior to all, present or future, Deeply Subordinated Obligations and prêts
participatifs granted to the Issuer, as further described in "Terms and Conditions of the Notes Status of the Notes".
The Notes contain no negative pledge nor events of default.
Each Note will bear interest on its principal amount from (and including) the Issue Date at a fixed rate of 4.00 per cent. per annum payable annually
in arrears on 24 October in each year, commencing on 24 October 2020, as further specified in "Terms and Conditions of the Notes -- Interest".
Payment of interest on the Notes shall be deferred under certain circumstances, as set out in "Terms and Conditions of the Notes - Interest -- Interest
Deferral".
The Notes will be issued in dematerialised bearer form (au porteur). Title to the Notes will be evidenced in accordance with Articles L.211-3 et seq.
and R.211-1 et seq. of the French Code monétaire et financier by book-entries (inscription en compte) in the books of Account Holders (as defined in
"Terms and Conditions of the Notes Definitions"). No physical document of title (including certificats représentatifs pursuant to Article R.211-7 of
the French Code monétaire et financier) will be issued in respect of the Notes. The Notes will, upon issue, be inscribed in the books of Euroclear
France, which shall credit the accounts of the Account Holders, as set out in "Terms and Conditions of the Notes Denomination, Form and Title of
the Notes".
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the securities laws of
any state or other jurisdiction of the United States and may not be offered or sold within the United States, or to, for the account or benefit of, U.S.
persons (as defined in Regulation S under the Securities Act ("Regulation S")) except in transactions exempt from, or not subject to, the registration
requirements of the Securities Act and in compliance with any applicable state securities laws. Accordingly, the Issuer is offering the Notes only to
non-U.S. persons located outside the United States in offshore transactions within the meaning of and in reliance upon Regulation S. For a description
of certain restrictions on offers and sales of Notes and on distribution of this Prospectus, see "Subscription and Sale".
The Issuer has been assigned an insurance financial strength rating of A3 with negative outlook by Moody's France S.A.S. ("Moody's"). The Notes
are expected to be rated Baa2 by Moody's. As at the date of this Prospectus, Moody's is established in the European Union, registered under
Regulation (EC) No. 1060/2009 of the European Parliament and of the Council dated 16 September 2009, as amended (the "CRA Regulation") and
included in the list of registered credit rating agencies published by the European Securities and Markets Authority on its website
(https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation. A rating is not a recommendation to
buy, sell or hold securities and may be subject to revision, suspension, change or withdrawal at any time by the assigning rating agency.
Copies of this Prospectus are available on the websites of the Luxembourg Stock Exchange (www.bourse.lu) and of the Issuer (www.apicil.com) and
may be obtained, without charge on request, at the principal office of the Issuer during normal business hours. Copies of all documents incorporated
by reference in this Prospectus are available (i) on the website of the Luxembourg Stock Exchange (www.bourse.lu) and (ii) on the website of the
Issuer (www.apicil.com) and may be obtained, without charge on request, at the principal office of the Issuer during normal business hours.
An investment in the Notes involves certain risks. Potential investors should review all the information contained or incorporated by
reference in this document and, in particular, the information set out in the section entitled "Risk Factors" before making a decision to invest
in the Notes.
Structuring Advisor, Lead Manager and Sole Bookrunner
BNP PARIBAS
1

Certain information contained in this Prospectus and/or documents incorporated herein by reference have
been extracted from sources specified in the sections where such information appears. The Issuer confirms
that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain
from information published by the above sources, no facts have been omitted which would render the
information reproduced inaccurate or misleading. The Issuer has also identified the source(s) of such
information.
Unless otherwise specified herein, references to the Group are to the APICIL Prudential Group (as defined
in Condition 1 of "Terms and Conditions of the Notes" below) and as more fully described in "Description of
the Issuer and the APICIL Group".
This Prospectus is to be read in conjunction with any supplement that may be published, and all documents
which are incorporated herein by reference (see the section entitled "Documents Incorporated by
Reference"). This Prospectus shall be read and construed on the basis that such documents are
incorporated in, and form part of, this Prospectus.
The Lead Manager (as defined in the section entitled "Subscription and Sale") has not independently verified
the information contained or incorporated by reference herein. Accordingly, no representation, warranty or
undertaking, express or implied, is made and no responsibility or liability is accepted by the Lead Manager
as to the accuracy or completeness of any of the information contained or incorporated by reference in this
Prospectus or any other information provided by the Issuer in connection with the issue and sale of the
Notes.
This Prospectus does not constitute a prospectus for the purpose of the Prospectus Regulation and has been
prepared for the purposes of giving information with regard to, the Issuer, the Group and the Notes which,
according to the particular nature of the Issuer and the Notes, is necessary to enable investors to make an
informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the
Issuer and the Group.
In connection with the issue and sale of the Notes, no person is or has been authorised by the Issuer or the
Lead Manager to give any information or to make any representation not contained in or not consistent with
this Prospectus and if given or made, such information or representation must not be relied upon as having
been authorised by the Issuer or the Lead Manager.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained or incorporated by reference herein concerning the
Issuer or the Group is correct at any time subsequent to the date hereof or that there has been no change in
the affairs of the Issuer or those of the Group since the date hereof or the date upon which this Prospectus
has been most recently supplemented or that there has been no adverse change in the financial position of
the Issuer or that of the Group since the date hereof or the date upon which this Prospectus has been most
recently supplemented or that any other information supplied in connection with the issue and sale of the
Notes is correct as of any time subsequent to the date indicated in the document containing the same. The
Lead Manager does not undertake to review the financial condition or affairs of the Issuer or the Group
during the life of the Notes or to advise any investor or potential investor in the Notes of any information
coming to its attention. Investors should review, inter alia, the documents incorporated by reference into
this Prospectus when deciding whether or not to subscribe for or to purchase any Notes.
Neither this Prospectus nor any other information supplied in connection with the issue and sale of the Notes
(a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuer or the Lead Manager that any recipient of this Prospectus or any other
information supplied in connection with the issue and sale of the Notes should purchase any Notes. Neither
this Prospectus nor any other information supplied in connection with the issue and sale of the Notes
constitutes an offer or invitation by or on behalf of the Issuer or the Lead Manager to any person to
subscribe for or to purchase any Notes.
2

In making an investment decision regarding the Notes, prospective investors should rely on their own
independent investigation and appraisal of (a) the Issuer, the Group, their business, their financial condition
and affairs and (b) the terms of the offering, including the merits and risks involved. The content of this
Prospectus is not to be construed as legal, business or tax advice. Each prospective investor should consult
its own advisers as to legal, tax, financial, credit and related aspects of an investment in the Notes and the
suitability of investing in the Notes in light of its particular circumstances. Potential investors should, in
particular, read carefully the section entitled "Risk Factors" set out below before making a decision to invest
in the Notes.
The Notes should only be purchased by investors who have sufficient knowledge and experience to properly
assess the Notes and the risks relating to an investment in such Notes.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions.
The Issuer and the Lead Manager do not represent that this Prospectus may be lawfully distributed, or that
any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in
any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for
facilitating any such distribution or offering. In particular, no action has been taken by the Issuer or the
Lead Manager which would permit a public offering of any Notes or distribution of this Prospectus in any
jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold,
directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be
distributed or published in any jurisdiction, except under circumstances that will result in compliance with
any applicable laws and regulations. Persons into whose possession this Prospectus or any Notes may come
must inform themselves about, and observe, any such restrictions on the distribution of this Prospectus and
the offering and sale of Notes. In particular, there are restrictions on the distribution of this Prospectus and
the offer or sale of Notes in the United States, the United Kingdom and France, see the section entitled
"Subscription and Sale".
MIFID II product governance / Professional investors and ECPs only target market - Solely for the
purposes of the manufacturer's product approval process, the target market assessment in respect of the
Notes, taking into account the five categories referred to in item 18 of the Guidelines published by the
European Securities and Markets Authority (ESMA) on 5 February 2018, has led to the conclusion that: (i)
the target market for the Notes is eligible counterparties and professional clients only, each as defined in
Directive 2014/65/EU (as amended, 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 manufacturers' target market
assessment) and determining appropriate distribution channels.
PRIIPs Regulation / 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 MiFID II; or (ii) a customer
within the meaning of Directive 2016/97/EU, 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 (as amended, the PRIIPs Regulation) for offering or selling the Notes or
otherwise making them available to retail investors in the EEA has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful
under the PRIIPs Regulation.
In this Prospectus, unless otherwise specified or the context requires, references to "euro", "EUR" and ""
are to the single currency of the participating member states of the European Economic and Monetary
Union.
3

IMPORTANT CONSIDERATIONS
The Notes may not be a suitable investment for all investors
Each potential investor in the Notes must determine the suitability of that investment in light of its
own circumstances. In particular, each potential investor should:
(a)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained or incorporated by
reference in this Prospectus or any applicable supplement;
(b)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of
its particular financial situation, an investment in the Notes and the impact the Notes will
have on its overall investment portfolio;
(c)
have sufficient financial resources and liquidity to bear all of the risks of an investment in
the Notes, including where the currency for principal or interest payments is different from
the potential investor's currency;
(d)
understand thoroughly the terms of the Notes, such as the provisions governing a Mandatory
Deferral of Interest, understand under what circumstances a Regulatory Deficiency will or
may be deemed to occur and be familiar with the behaviour of financial markets;
(e)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear
the applicable risks; and
(f)
consult its legal advisers in relation to possible legal or fiscal risks that may be associated
with any investment in the Notes.
The Notes are complex financial instruments. Sophisticated institutional investors generally
purchase complex financial instruments as part of a wider financial structure rather than as stand-
alone investments. They purchase complex financial instruments as a way to reduce risk or enhance
yield with an understood, measured, appropriate addition of risk to their overall portfolios. A
potential investor should not invest in the Notes unless it has the expertise (either alone or with a
financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting
effects on the value of the Notes and the impact this investment will have on the potential investor's
overall investment portfolio.
Potential conflicts of interest
The Lead Manager and its affiliates have engaged, and/or may in the future engage, in investment
banking, commercial banking and other financial advisory and commercial dealings with the Issuer
and in relation to securities issued by any entity of the Group. They have or may (a) engage in
investment banking, trading or hedging activities including in activities that may include prime
brokerage business, financing transactions or entry into derivative transactions, (b) act as
underwriters in connection with offering of shares or other securities issued by any entity of the
Group or (c) act as financial advisers to the Issuer or other companies of the Group. In the context of
these transactions, the Lead Manager have or may hold shares or other securities issued by entities of
the Group. Where applicable, they have or will receive customary fees and commissions for these
transactions.
4

Taxation
Payments of interest and other assimilated revenues on the Notes, or profits realised by the
Noteholder upon the disposal or repayment of the Notes, may be subject to taxation or documentary
charges or duties in its home jurisdiction or in other jurisdictions in which it is required to pay taxes.
In some jurisdictions, no official statements of the tax authorities or court decisions may be available
for financial instruments such as the Notes. Potential investors are advised not to rely upon the
general description contained in this Prospectus but to ask for their own tax adviser's advice on their
individual taxation with respect to the acquisition, holding, disposal and redemption of the Notes.
Only these advisers are in a position to duly consider the specific situation of each potential investor.
A Noteholder's effective yield on the Notes may be diminished by the tax impact on that Noteholder
of its investment in the Notes.
5

FORWARD-LOOKING STATEMENTS
Certain statements contained herein are forward-looking statements including, but not limited to, statements
that are predictions of or indicate future events, trends, business strategies, expansion and growth of
operations plans or objectives, competitive advantage and regulatory changes, based on certain assumptions
and include any statement that does not directly relate to a historical fact or current fact. The Issuer and the
Group may also make forward-looking statements in its audited annual financial statements, in its
prospectuses, in press releases and other written materials and in oral statements made by its officers,
directors or employees to third parties. Forward-looking statements are typically identified by words or
phrases such as, without limitation, "anticipate", "assume", "believe", "continue", "estimate", "expect",
"foresee", "intend", "may increase" and "may fluctuate" and similar expressions or by future or conditional
verbs such as, without limitation, "will", "should", "would" and "could." Undue reliance should not be placed
on such statements, because, by their nature, they are subject to known and unknown risks, uncertainties, and
other factors and actual results may differ materially from any future results, performance or achievements
expressed or implied by such forward-looking statements. Please refer to the section entitled "Risk Factors"
below.
The Issuer operates in a continually changing environment and new risks emerge continually. Forward-
looking statements speak only as of the date they are made and the Issuer does not undertake any obligation
to update or revise any of these forward-looking statements, to reflect new information, future events or
circumstances or otherwise.
6

TABLE OF CONTENTS
Section
Page
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS............................8
RISK FACTORS ................................................................................................................................................9
GENERAL DESCRIPTION OF THE NOTES................................................................................................23
DOCUMENTS INCORPORATED BY REFERENCE ...................................................................................33
TERMS AND CONDITIONS OF THE NOTES .............................................................................................35
USE OF PROCEEDS .......................................................................................................................................50
DESCRIPTION OF THE ISSUER AND THE APICIL GROUP....................................................................51
TAXATION......................................................................................................................................................83
SUBSCRIPTION AND SALE .........................................................................................................................86
GENERAL INFORMATION...........................................................................................................................88
7

PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS
To the best knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), the
information contained or incorporated by reference in this Prospectus is in accordance with the facts and
contains no omission likely to affect its import.
APICIL Prévoyance
38 rue Francois Peissel
69300 Caluire et Cuire
France
Duly represented by:
Mr. Philippe Barret
Directeur Général
8

RISK FACTORS
Prior to making an investment decision, prospective investors in the Notes offered hereby should consider
carefully, among other things and in light of their financial circumstances and investment objectives, all the
information of this Prospectus and, in particular, the risks factors set forth below. Each of the risks
highlighted below could have a material adverse effect on the business, operations, financial conditions or
prospects of the Issuer, which in turn could have a material adverse effect on the amount of principal and
interest which investors will receive in respect of the Notes. In addition, each of the risks highlighted below
could adversely affect the trading price of the Notes or the rights of investors under the Notes and, as a
result, investors could lose some or all of their investment.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the
Notes, but this section is not intended to be exhaustive and the inability of the Issuer to pay interest, principal
or other amounts on or in connection with any Notes may be caused by events the occurrence of which, in
the view of the Issuer, is so unlikely that they should not be considered significant risks based on information
currently available to the Issuer or which it may not currently be able to anticipate.
Prospective investors should make their own independent evaluation of all risk factors contained in this
section.
Capitalised words and expressions used in this section have the meaning ascribed to them in the section
entitled "Terms and Conditions of the Notes".
The order in which the following risks factors are presented is not an indication of the likelihood of their
occurrence.
1.
RISK FACTORS RELATING TO THE ISSUER
1.1
Strategic risks
Compliance with French government policy, regulation or legislation may affect the Issuer's
profitability.
The Issuer is subject to extensive regulation and supervision in France. This includes, notably,
matters relating to licensing and examination, rate setting, trade practices, policy reforms, limitations
on the nature and amount of certain investments, underwriting and claims practices, guarantee funds,
adequacy of its claims provisions, capital and surplus requirements, insurer solvency, the amount of
dividends that may be paid and underwriting standards. Such regulation and supervision is primarily
for the benefit and protection of policyholders and not for the benefit of investors. As the amount and
complexity of these regulations increase, the cost of compliance and the risk of non-compliance will
also increase. If the Issuer does not meet regulatory or other requirements, the Issuer may suffer
penalties including fines, suspension or cancellation of its insurance licenses which could adversely
affect its ability to render its services and do business. In addition, significant regulatory action
against the Issuer could have material adverse financial effects, cause significant reputational harm
or harm its business prospects.
In addition, the Issuer may be adversely affected by changes in governmental policy or legislation
applying to companies in the insurance industry. These changes include possible changes in
regulations covering pricing and benefit payments for certain statutory classes of business, the
deregulation and nationalization of certain classes of business, the regulation of selling practices, the
regulations covering policy terms and the imposition of new taxes and assessments or increases in
existing taxes and assessments. Regulatory changes may affect its existing and future businesses by,
for example, causing customers to cancel or not renew existing policies or requiring the Issuer to
change its range of products or to provide certain products (such as terrorism or flood cover where it
is not already required) and services, redesign its technology or other systems, retrain its staff, pay
9

increased tax or incur other costs. It is not possible to determine what changes in governmental
policy or legislation will be adopted and, if so, what form they will take. Insurance laws or
regulations that are adopted or amended may be more restrictive than its current requirements, may
result in higher costs or limit its growth or otherwise adversely affect its operations.
Changes in tax laws and regulations, including elimination of tax benefits for its products, may
adversely affect sales of its insurance and investment advisory products, and also impact its
deferred tax assets and liabilities.
Changes in tax laws and regulations may affect the attractiveness of certain of the Issuer's products,
which currently have favorable tax treatment. From time to time, the French government considers
or implements proposals for changes in tax law that could adversely affect the attractiveness of the
insurance, investment and other products the Issuer offers to its clients. In addition, changes in tax
laws or regulations or an operating performance below currently anticipated levels may lead to an
impairment of deferred tax assets, in which case the Issuer could be obligated to write off certain tax
assets. Tax assets may also need to be written down if certain assumptions of profitability prove to
be incorrect, as losses incurred for longer than expected will make it more unlikely that the Issuer
would be able to use its tax assets. Any such changes could be detrimental to its results of
operations, financial condition and liquidity, and could impact the costs and profitability of its
transactions.
French insurance recovery and resolution regime
Since the Ordinance n°2017-1608 of 27 November 2017 (the "Ordinance"), decree no. 2018-179
dated 13 March 2018 and Order (arrêté) of 10 April 2018, a resolution framework was introduced
for insurance undertakings, by offering a wide range of mechanisms aiming to reduce the negative
impact of a potential crisis. The new insurance recovery and resolution regime is set to enable the
resolution college of the Autorité de contrôle prudentiel et de résolution ("ACPR") to have
increased powers over insurance companies that are failing or likely to fail (as defined in the
Ordinance), so as to anticipate the negative consequences of a possible bankruptcy in this sector for
policyholders, financial stability, the economy or public finances.
Under the Ordinance, powers are granted to the ACPR to implement resolution measures with
respect to an insurance undertaking and certain of its affiliates (each a relevant entity) in
circumstances in which the resolution conditions are met namely that the institution is failing or
likely to fail and no reasonable actions preventing failure are available or may be implemented
within a reasonable timeframe so implementing resolution measures is deemed necessary in
particular to ensure the continuity of the undertaking and the reduction of the impact of such failure
on the financial stability. The value of the assets of the entity in resolution must also be higher than
the value of its debts. The Ordinance contains resolution tools which could be applied to an
insurance undertaking, including, among others:
(i)
a transfer of the portfolio of insurance contracts to a third-party insurer;
(ii)
in case of failure of this resolution measure, a transfer to a bridge institution (établissement-
relais) or to an asset management vehicle (structure de gestion des actifs) of all or part of the
relevant entity's assets, rights and obligations; and
(iii)
the appointment by the ACPR of a resolution administrator (administrateur de résolution) to
whom all the administration, management and representation powers may be transferred.
For the avoidance of doubt, such resolution powers do not contain any bail-in power as for credit
institutions under the bank recovery and resolution directive.
Where the statutory conditions for use of resolution powers have been met, the ACPR would be
expected to exercise the powers without the consent of holders of any Notes.
10