Bond Intesa Sanpaolo 8.375% ( XS0456541506 ) in EUR

Intesa Sanpaolo

100 % ▼

Italy

XS0456541506 ( in EUR )

8.375% per year ( payment 1 time a year)

Perpetual

Prospectus brochure of the bond Intesa Sanpaolo XS0456541506 en EUR 8.375%, maturity Perpetual

50 000 EUR

1 500 000 000 EUR

Intesa Sanpaolo is Italy's largest banking group, offering a wide range of financial services including retail, corporate, and investment banking.

The Bond issued by Intesa Sanpaolo ( Italy ) , in EUR, with the ISIN code XS0456541506, pays a coupon of 8.375% per year.
The coupons are paid 1 time per year and the Bond maturity is Perpetual

PROSPECTUS DATED 12 OCTOBER 2009
INTESA SANPAOLO S.P.A.
(incorporated as a società per azioni in the Republic of Italy)
1,500,000,000 8.375 per cent. Fixed to Floating Rate Perpetual Subordinated Notes
The 1,500,000,000 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 14 October 2009 to but excluding 14 October 2019 (the "Reset Date") at
a rate of 8.375 per cent. per annum, payable annually in arrears on 14 October in each year, and (ii) from and including the
Reset Date at a rate of three month Euribor plus a margin of 6.871 per cent. per annum, payable quarterly in arrears on 14
January, 14 April, 14 July and 14 October of each year, beginning on 14 January 2020.
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 in the Conditions) thereafter at an amount equal to their
principal amount, together with any accrued interest and Additional Amounts (as defined in the Conditions), as described
in Condition 7.1 (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 Capital Disqualification Event or a Tax
Deductibility Event (in each case, as defined in the Conditions) at a redemption price equal to the greater of: (a) their principal
amount, and (b) their Make Whole Amount (as defined in the Conditions); and (ii) upon occurrence of an Additional Amount
Event (as defined in the Conditions) at their principal amount, in each case together with accrued interest and any
Additional Amounts, all as described in Conditions 7.2 (Redemption due to a Capital Disqualification Event) and 7.3
(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 as described in Condition 5 (Interest
Suspension), the Issuer may elect or even be required to suspend interest payments on the Notes.
The Notes are expected, on issue, to 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 the section entitled " Risk Factors" on
page 11.
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"),
which is the competent authority in Luxembourg for the purposes of the Prospectus Directive, 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
admitted to the official list of the Luxembourg Stock Exchange and to trading on its Regulated Market, which is a regulated
market for the purposes of the Market in Financial Instruments Directive 2004/39/EC.
Joint Lead Managers
Banca IMI
Goldman Sachs International
HSBC
J.P. Morgan

The Issuer accepts responsibility for the information contained in this Prospectus and declares that, to the best of its
knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in
this Prospectus is true and in accordance with the facts and does not omit anything likely to affect the import of such
information.
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" below).
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 of the Intesa Sanpaolo Group (as defined below) 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 offer, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession
this Prospectus (or any part of it) comes are required by the Issuer and the Joint Lead Managers to inform themselves
about, and to observe, any such restrictions. Neither this Prospectus nor any part of it constitutes an offering, or may be
used for the purpose of an offer to sell any of the Notes, or a solicitation of an offering to buy any of the Notes, by
anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or is unlawful.
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" below. 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, the Notes may not be offered, sold or delivered
within the United States to, or for the benefit of, U.S. persons (as defined in Regulation S under the Securities Act).
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 deemed to have made its
own investigation and appraisal of the condition (financial or otherwise), business and prospects of the Issuer and of 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.
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Certain figures included in this Prospectus have been subject to rounding adjustments; accordingly, figures shown for the
same category set out 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.
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 Issuer 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, J.P. Morgan Securities Ltd. (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 any 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;
(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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INDEX
Section
Page
GENERAL OVERVIEW .................................................................................................................................................. 5
RISK FACTORS.............................................................................................................................................................. 11
INFORMATION INCORPORATED BY REFERENCE............................................................................................. 21
TERMS AND CONDITIONS OF THE NOTES.......................................................................................................... 23
1.
DEFINITIONS AND INTERPRETATION ...................................................................................................... 23
2.
FORM, DENOMINATION AND TITLE ......................................................................................................... 29
3.
STATUS AND SUBORDINATION OF THE NOTES .................................................................................... 29
4.
INTEREST............................................................................................................................................................ 30
5.
INTEREST SUSPENSION.................................................................................................................................. 32
6.
LOSS ABSORPTION .......................................................................................................................................... 34
7.
REDEMPTION AND PURCHASE................................................................................................................... 34
8.
PAYMENTS......................................................................................................................................................... 36
9.
TAXATION ......................................................................................................................................................... 37
10.
PRESCRIPTION.................................................................................................................................................. 38
11.
REPLACEMENT OF NOTES AND COUPONS............................................................................................. 38
12.
PAYING AGENTS.............................................................................................................................................. 39
13.
MEETINGS OF NOTEHOLDERS, MODIFICATION, WAIVER AND SUBSTITUTION......................... 39
14.
FURTHER ISSUES.............................................................................................................................................. 43
15.
NOTICES ............................................................................................................................................................. 43
16.
CURRENCY INDEMNITY................................................................................................................................ 44
17.
ROUNDING........................................................................................................................................................ 44
18.
GOVERNING LAW AND JURISDICTION.................................................................................................... 44
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............................... 46
USE OF PROCEEDS ...................................................................................................................................................... 48
DESCRIPTION OF THE ISSUER................................................................................................................................. 49
SUMMARY FINANCIAL INFORMATION OF THE ISSUER ................................................................................ 67
TAXATION..................................................................................................................................................................... 75
SUBSCRIPTION AND SALE........................................................................................................................................ 83
GENERAL INFORMATION ........................................................................................................................................ 85
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GENERAL OVERVIEW
This general overview must be read as an introduction to this Prospectus and is qualified in its entirety by reference to
the more detailed information presented elsewhere in this Prospectus. 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.
In this Prospectus, words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere
have the same meanings when used in this general overview and references to a "Condition" is to such numbered
condition in the Terms and Conditions of the Notes.
Issuer:
Intesa Sanpaolo S.p.A.
Joint Lead Managers:
Banca IMI S.p.A.
Goldman Sachs International
HSBC Bank plc
J.P. Morgan Securities Ltd.
Principal amount:
1,500,000,000
Issue price:
100.00 per cent. of the principal amount of the Notes.
Issue date:
14 October 2009
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 direct, 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
The Issuer may, at its option, redeem the Notes in whole, but not in
5

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 7.1 (Redemption at the
option of the Issuer).
Redemption due to a Capital
The Issuer may, at its option, redeem the Notes in whole, but not in
Disqualification Event:
part, at any time before the Reset Date following the occurrence of a
Capital Disqualification 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 7.2 (Redemption due to a Capital Disqualification 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 7.3 (Redemption for tax reasons).
Redemption subject to regulatory
Any redemption of the Notes, save in accordance with the section
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 14 October 2009 to but excluding 14
October 2019 (the "Reset Date") at a rate of 8.375 per cent. per
annum, payable annually in arrears on 14 October in each
year; and
(ii)
from and including the Reset Date at a rate of three month
Euribor plus a margin of 6.871 per cent. per annum, payable
quarterly in arrears on 14 January, 14 April, 14 July and 14
October of each year, beginning on 14 January 2020 or, if any
such day is not a Business Day, on the immediately following
Business Day or, if such immediately following Business Day
falls on a day of another month, the immediately preceding
Business Day.
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
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to such 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 non-consolidated 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 5.1 (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 an Interest Payment Date, the Issuer will be prohibited
from:

paying all (or part only) of the interest accrued up to such
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

paying all (but not part only) of the interest accrued to such
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 5.2 (Mandatory suspension of interest).
Non-cumulative interest:
Where the Issuer elects not to pay interest pursuant to Condition 5.1
(Optional suspension of interest) or is prohibited from paying interest
pursuant to Condition 5.2 (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 Noteholders' rights
and claims in respect of any such amounts will be fully and
7

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 suspension 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 (or six-month or three-month
period for securities other than shares where remuneration is paid
every six months or three months, respectively) 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).
Notwithstanding the above provisions, the Issuer is required to pay
interest on an Interest Payment Date if a Capital Disqualification
Event has occurred and is continuing.
See Condition 5.3 (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
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 original 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 voluntary or involuntary 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, including,
8

inter alia, Liquidazione Coatta Amministrativa);
(ii)
in whole, in the event of early redemption of the Notes
pursuant to Conditions 7.1 (Redemption at the option of the
Issuer), 7.2 (Redemption due to a Capital Disqualification Event) or
7.3 (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).
Variation of the terms and
The Issuer may in certain circumstances modify the Conditions
conditions of the Notes
without any requirement for the consent of Noteholders to the extent
that such modification is reasonably necessary to ensure that no
Capital Disqualification Event or Tax Event would exist after such
modification, provided that following such modification the terms
and conditions of the Notes are no more prejudicial to Noteholders
than the terms and conditions of the Notes prior to such modification,
as described in Condition 13.3 (Modification following a Capital
Disqualification Event or a Tax Event).
Taxation:
All payments in respect of the Notes will be made free and clear of
withholding or deduction for taxes imposed by the Republic of Italy
(as the case may be and subject to certain customary exceptions),
unless such a withholding or deduction is required by law. In that
event and save as provided below, 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 or deduction had not been applied.
However, in certain circumstances and as more fully set out in
Condition 9 (Taxation), the Issuer shall not be liable 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 and any non-contractual obligations arising out of or in
connection with them will be governed by English law, save that
Condition 3 (Status and Subordination of the Notes) and any non-
contractual obligations arising out of or in connection with such
Condition are governed by Italian law.
Listing and Trading:
Application has been made to list the Notes on the official list of the
Luxembourg Stock Exchange and to admit the Notes to trading on its
Regulated Market.
Rating:
The Notes are expected to be rated "A1" by Moody's, "A-" by S&P
9

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 United
States of America, the United Kingdom and Italy, see "Subscription
and Sale" below.
Clearing systems:
Euroclear and Clearstream, Luxembourg.
ISIN:
XS0456541506
Common code:
045654150
10