Obbligazione Generali Assicurazioni S.p.A. 6.416% ( XS0283627908 ) in GBP

Emittente Generali Assicurazioni S.p.A.
Prezzo di mercato 100 GBP  ▼ 
Paese  Italia
Codice isin  XS0283627908 ( in GBP )
Tasso d'interesse 6.416% per anno ( pagato 1 volta l'anno)
Scadenza perpetue - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Assicurazioni Generali S.p.A XS0283627908 in GBP 6.416%, scaduta


Importo minimo 50 000 GBP
Importo totale 495 000 000 GBP
Descrizione dettagliata Assicurazioni Generali S.p.A. è una compagnia assicurativa italiana multinazionale, tra le più grandi al mondo, operante nei settori danni, vita e salute, con una vasta presenza internazionale.

The Obbligazione issued by Generali Assicurazioni S.p.A. ( Italy ) , in GBP, with the ISIN code XS0283627908, pays a coupon of 6.416% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is perpetue







PROSPECTUS
ASSICURAZIONI GENERALI S.p.A.
(incorporated with limited liability under the laws of the Republic of Italy)
£495,000,000 6.416 per cent. Perpetual Fixed/Floating Rate Notes
The £495,000,000 6.416 per cent. perpetual fixed/floating rate notes (the "Notes") are issued by Assicurazioni
Generali S.p.A. (the "Issuer"). The Issue Price of the Notes is 100 per cent.
The Notes will bear interest (i) from and including 8 February 2007 to and excluding 8 February 2022 (the "Reset
Date") at a rate of 6.416 per cent. per annum, payable annually in arrear on 8 February in each year and (ii) from
and including the Reset Date at a rate of Libor plus 220 basis points, payable quarterly in arrear on 8 May,
8 August, 8 November and 8 February of each year, beginning 8 May 2022.
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 6 (Redemption and Purchase) of the Terms and Conditions of
the Notes. The Issuer may, at its option, also redeem the Notes in whole, but not in part, on the Reset Date and on
any Interest Payment Date (as defined herein) of the Notes thereafter at an amount equal to their principal amount,
together with any accrued interest, as described in Condition 6(a) (Redemption and Purchase - Redemption at the
option of the Issuer) of the Terms and Conditions of the Notes. In addition, 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 Regulatory
Event (as defined herein) at a redemption price equal to the greater of (i) the principal amount together with any
accrued interest and (ii) the Make Whole Amount (as defined herein) as described in Condition 6(b) (Redemption
and Purchase - Redemption due to a Regulatory Event) of the Terms and Conditions of the Notes. Also, the Issuer
may, at its option, redeem the Notes in whole, but not in part, at any time prior to the Reset Date at a redemption
price equal to their principal amount plus accrued interest, in the event of certain tax changes as described in
Condition 6(c) (Redemption and Purchase - Redemption for tax reasons) of the Terms and Conditions of the
Notes. Any redemption of the Notes, save in accordance with the first sentence of this paragraph, is subject to the
prior approval of ISVAP (as defined herein).
Under certain circumstances described in Condition 5 (Interest deferral) of the Terms and Conditions of the Notes
the Issuer may elect or even be required to defer interest payments on the Notes.
The Notes will be rated A3 by Moody's Investors Service Limited ("Moody's"), A by Standard & Poor's Rating
Services, a division of The McGraw Hill Companies Inc. ("S&P") and A+ by Fitch Ratings Limited ("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.
This document constitutes a prospectus (the "Prospectus") for the purposes of Article 5 of Directive 2003/71/EC
(the "Prospectus Directive"). Application has been made to the Commission de Surveillance du Secteur Financier
(the "CSSF") in its capacity as competent authority in Luxembourg to approve this document as a prospectus
under the Luxembourg Law of 10 July 2005 on Prospectuses for Securities (the "Luxembourg Prospectus
Law"), which implements the Prospectus Directive in Luxembourg. Application has also been made for the Notes
to be listed on the official list of the Luxembourg Stock Exchange and traded on the regulated market (the
"Regulated Market") of the Luxembourg Stock Exchange. The Regulated Market of the Luxembourg Stock
Exchange is a regulated market for the purposes of the Market and Financial Instruments Directive 2004/39/EC.
An investment in Notes involves certain risks. For a discussion of these risks, see "Risk Factors" beginning on
page 14.
The Notes have a denomination of £50,000.
Joint Lead Managers
HSBC
JPMorgan
Mediobanca ­ Banca di
UBS Investment
Credito Finanziario S.p.A.
Bank
Co-Lead Managers
Banca Generali S.p.A.
Caboto
CALYON Corporate and Investment Bank
Commerzbank Corporates & Markets
Société Générale Corporate & Investment Banking
Dated 6 February 2007


IMPORTANT NOTICES
The Issuer accepts responsibility for the information contained in this Prospectus and declares that, having
taken all reasonable care to ensure that such is the case, the information contained in this Prospectus to the
best of its knowledge is in accordance with the facts and contains no omission likely to affect its import.
This Prospectus should be read and construed together with any documents incorporated by reference herein.
The Issuer has confirmed to the Managers named under "Subscription and Sale" below (the "Managers")
that this Prospectus contains all information regarding the Issuer, and the Issuer and its consolidated
subsidiaries (the "Generali Group") and the Notes that is (in the context of the issue of the Notes) material;
that such information is true and accurate in all material respects and is not misleading in any material
respect; that any opinions, predictions or intentions expressed herein are honestly held or made and are not
misleading in any material respect; that this Prospectus does not omit to state any material fact necessary to
make such information, opinions, predictions or intentions (in such context) not misleading in any material
respect; and that all proper enquiries have been made to verify the foregoing.
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
Managers.
No representation or warranty is made or implied by the Managers or any of their respective affiliates, and
none of the 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) of the Issuer since the date hereof or that any other information
supplied in connection with the Notes is correct at any time subsequent to the date on which it is supplied
or, if different, the date indicated in the document containing the same.
This Prospectus may only be used for the purposes for which it has been published. The distribution of this
Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law.
Persons into whose possession this Prospectus comes are required by the Issuer and the Managers to inform
themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales
and deliveries of Notes and on the distribution of this Prospectus and other offering material relating to the
Notes, see "Subscription and Sale". In particular, the Notes have not been and will not be registered under
the United States Securities Act of 1933 (the "Securities Act") and are subject to U.S. tax law requirements.
Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S.
persons. In addition, this Prospectus has not been submitted to the clearance procedure of Commissione
Nazionale per le Società e la Borsa (the Italian Securities and Exchange Commission or "CONSOB") and
may not be used in connection with any offering of the Notes in Italy other than to professional investors, as
defined by and in accordance with applicable Italian securities laws and regulations.
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 Managers or any of them that any recipient
of this Prospectus should subscribe for or purchase any Notes. Each recipient of this Prospectus shall be
taken to have made its own investigation and appraisal of the condition (financial or otherwise) of each of
the Issuer and the Generali Group.
The Notes will be eligible to form part of the regulatory capital of the Issuer and, as such, it is the intention
of the Issuer to redeem the Notes only to the extent that the Issuer or any of its financing subsidiaries has, in
the period of six months preceding any redemption, raised funds in an amount at least equal to the aggregate
principal amount of the Notes by the issuance and sale of any ordinary shares or any securities that have
equal or greater equity characteristics than the Notes.
2


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; references to "GBP" or "£" are to the lawful
currency for the time being of the United Kingdom of Great Britain and Northern Ireland; references to "US
Dollars" are to the lawful currency of the United States of America; and references to "Swiss Franc" are to
the lawful currency of Switzerland. Unless otherwise specified or where the context requires, references to
laws and regulations are to the laws and regulations of Italy.
Certain figures included in this Prospectus have been subject to rounding adjustments; accordingly, figures
shown for the same category presented in different tables may vary slightly and figures shown as totals in
certain tables may not be an arithmetic aggregation of the figures which precede them.
This Prospectus includes forward-looking statements. These include statements relating to, among other
things, the future financial performance of the Issuer and the Generali Group, plans and expectations
regarding developments in the business, growth and profitability of the Generali Group and general industry
and business conditions applicable to the Generali Group. The Generali Group has based these forward-
looking statements on its current expectations, assumptions, estimates and projections about future events.
These forward-looking statements are subject to a number of risks, uncertainties and assumptions that may
cause the actual results, performance or achievements of the Generali 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 (provided that, the
aggregate principal amount of Notes allotted does not exceed 105 per cent. of the aggregate principal
amount of the Notes) or effect transactions with a view to supporting the market price of the Notes at
a level higher than that which might otherwise prevail. However, there is no assurance that the
Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will undertake
stabilisation action. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but
it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the
date of the allotment of the Notes. Such stabilisation shall be in accordance with all applicable laws
and regulations.
MARKET STATISTICS
Information and statistics presented in this Prospectus regarding business trends, market trends, market
volumes and the market share of the Issuer or the Generali Group are either derived from, or are based on,
internal data or publicly available data from various independent sources. Although the Issuer believes that
the external sources used are reliable, the Issuer has not independently verified the information provided by
such sources.
3


TABLE OF CONTENTS
SUMMARY........................................................................................................................................
5
RISK FACTORS ................................................................................................................................
14
DOCUMENTS INCORPORATED BY REFERENCE ....................................................................
23
TERMS AND CONDITIONS OF THE NOTES ..............................................................................
25
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ......
45
USE OF PROCEEDS ........................................................................................................................
47
DESCRIPTION OF ASSICURAZIONI GENERALI S.p.A. ............................................................
48
CAPITALISATION OF ASSICURAZIONI GENERALI S.p.A. ......................................................
72
SUMMARY FINANCIAL INFORMATION OF ASSICURAZIONI GENERALI S.p.A. ..............
73
TAXATION ........................................................................................................................................
80
SUBSCRIPTION AND SALE ..........................................................................................................
87
GENERAL INFORMATION ............................................................................................................
90
4


SUMMARY
This summary must be read as an introduction to this Prospectus and any decision to invest in the Notes
should be based on a consideration of the Prospectus as a whole, including the documents incorporated by
reference. No civil liability attaches to the Issuer in any Member State of the European Economic Area which
has implemented the Prospectus Directive solely on the basis of this summary, including any translation
thereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this
Prospectus. Where a claim relating to the information contained in this Prospectus 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 Prospectus before
the legal proceedings are initiated.
Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere in this
Prospectus have the same meanings in this summary and references to a "Condition" is to such numbered
condition in the Terms and Conditions of the Notes.
Summary in Respect of the Notes
Issuer:
Assicurazioni Generali S.p.A.
Joint Lead Managers:
HSBC Bank plc
J.P. Morgan Securities Ltd.
Mediobanca ­ Banca di Credito Finanziario S.p.A.
UBS Limited
Managers:
Banca Caboto S.p.A.
Banca Generali S.p.A.
CALYON
Commerzbank Aktiengesellschaft
Société Générale
Principal Amount:
£495,000,000
Issue Price:
100 per cent. of the principal amount of the Notes.
Issue Date:
8 February 2007.
Form and Denomination:
The Notes will be issued in bearer form in a denomination of
£50,000 each.
Status of the Notes:
The Notes will constitute direct, unsecured and subordinated
obligations of the Issuer ranking (i) pari passu without any
preference among themselves and pari passu with the Parity
Securities, (ii) junior in right of payment to the payment of any
present or future claims of all unsubordinated creditors of the Issuer
(including obligations to policyholders) and to all Less Deeply
Subordinated Obligations, and (iii) senior in right of payments to
the Junior Securities.
Redemption:
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 of the shareholders' meeting of the Issuer, (ii) any
provision of the by-laws of the Issuer (currently, maturity of the
Issuer is set at 31 December 2131 though if this is extended,
redemption of the Notes will be equivalently adjusted), or (iii) any
applicable legal provision, or any decision of any jurisdictional or
administrative authority.
5


The Issuer may, at its option, also redeem the Notes in whole, but
not in part, on the Reset Date and on any Interest Payment Date
thereafter at an amount equal to their principal amount, together
with any accrued interest, as described in Condition 6(a)
(Redemption and Purchase ­ 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 following the
occurrence of a Regulatory Event (as defined herein) at a
redemption price equal to the greater of (i) the principal amount
together with any accrued interest and (ii) the Make Whole Amount
(as defined herein) as described in Condition 6(b) (Redemption and
Purchase ­ Redemption due to a Regulatory Event).
Also, the Issuer may, at its option, redeem the Notes in whole, but
not in part, at any time prior to the Reset Date at a redemption price
equal to their principal amount plus accrued interest, in the event of
certain tax changes as described in Condition 6(c) (Redemption and
Purchase ­ Redemption for tax reasons).
Any redemption of the Notes, save in accordance with the first
paragraph of this section "Redemption", is subject to the prior
approval of ISVAP (as defined herein).
"Regulatory Event" means that the Issuer (i) is no longer subject
to the consolidated regulatory supervision of a Lead Regulator; or
(ii) is subject to the consolidated regulatory supervision of a Lead
Regulator and is not permitted under the applicable rules and
regulations adopted by such Lead Regulator, or an official
application or interpretation of those rules and regulations including
a decision of any court or tribunal, at any time whilst any of the
Notes are outstanding to treat the Notes as own funds for the
purposes of the determination of the Solvency Margin eligible to
count for (a) up to 50 per cent. of the Required Solvency Margin,
under the Italian Legislation on Solvency Margin, or (b), in case of
future amendments to the Italian Legislation on Solvency Margin,
up to such other fraction of the Required Solvency Margin as will
apply to perpetual subordinated instruments or liabilities as opposed
to dated subordinated instruments or liabilities.
Interest:
The Notes will bear interest (i) from and including 8 February 2007
to and excluding 8 February 2022 (the "Reset Date") at a rate of
6.416 per cent. per annum, payable annually in arrear on 8 February
in each year and (ii) from and including the Reset Date at a rate of
Libor plus 220 basis points, payable quarterly in arrear on 8 May,
8 August, 8 November and 8 February of each year, beginning
8 May 2022.
Optional Deferral of Interest:
The Issuer may elect by giving notice to the Noteholders pursuant
to Condition 15 (Notices) below to defer payment (A) of all (or
some only) of the interest accrued to an Interest Payment Date if (i)
during the 12-month (or 6-month or 3-month for securities (other
than shares) where remuneration is paid, respectively, every 6 or 3
months) period prior to such Interest Payment Date no dividend or
other distribution has been declared, made, approved or set aside for
payment in respect of any Junior Securities or Parity Securities, or
6


in case there has been any such applicable declaration or payment,
so long as such had itself been triggered by previous declaration or
payment of dividend or other distribution on any Parity Securities or
Junior Securities or by the redemption, repurchase or acquisition of
any Parity Securities or Junior Securities; and (ii) during the 12-
month (or 6-month or 3-month for securities (other than shares)
where remuneration is paid, respectively, every 6 or 3 months)
period prior to such Interest Payment Date neither the Issuer nor any
of its Subsidiaries has redeemed, repurchased or acquired any
Junior Securities (other than a Permitted Repurchase) or Parity
Securities; or (B) of part only, pari passu and pro rata, of the
interest accrued to an Interest Payment Date if and to the extent that
during the 12-month (or 6-month or 3-month for securities (other
than shares) where remuneration is paid, respectively, every 6 or 3
months) period prior to such Interest Payment Date a partial
distribution has been declared, made, approved or set aside for
payment in respect of any Parity Securities.
"Permitted Repurchase" means (1) any redemption, repurchase or
other acquisition of such Junior Securities held by any member of
the Group, (2) a reclassification of the equity share capital of the
Issuer or any of its Subsidiaries or the exchange or conversion of
one class or series of equity share capital for another class or series
of equity share capital, (3) the purchase of fractional interests in the
share capital of the Issuer or any of its Subsidiaries pursuant to the
conversion or exchange provisions of such security being converted
or exchanged, (4) any redemption or other acquisition of Junior
Securities in connection with a levy of execution for the
satisfactions of a claim by the Issuer or any of its Subsidiaries, or
(5) any redemption or other acquisition of Junior Securities in
connection with the satisfaction by the Issuer or any of its
Subsidiaries of its obligations under any employee benefit plan or
similar arrangement.
In the event that the Issuer may elect to defer part of the interest pro
rata with distributions on any Parity Securities, such interest may be
deferred in the same proportion that the distribution on such Parity
Security bears to the stated scheduled distribution to be paid on such
Parity Security.
Where the Issuer elects to defer an interest payment pursuant to
Condition 5(a) (Interest deferral ­ Optional deferral 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.
Mandatory Deferral of Interest:
The Issuer will be required to defer payment of all (but not some
only) of the interest accrued to an Interest Payment Date if the
Fiscal Agent has received written notice from the Issuer confirming
that (A) a Regulatory Intervention regarding the Issuer has occurred
and such Regulatory Intervention is continuing on such Interest
Payment Date; or (B) a Mandatory Deferral Event has occurred.
If the Issuer is required to defer a payment of interest following the
occurrence of a Mandatory Deferral Event on an Interest Payment
7


Date, then the Issuer will also be required to defer on one or more
subsequent Interest Payment Dates the interest that would otherwise
be due, save in the case that all Mandatory Deferral Events have
been cured.
"Regulatory Intervention" means a request from ISVAP or any
other relevant supervisory authority to restore any Required
Solvency Margin.
"Required Solvency Margin" means the Solvency Margin
required from time to time by a Lead Regulator;
A "Mandatory Deferral Event" shall have occurred if up to the
end of the tenth Business Day preceding any Interest Payment Date:
(i)
the aggregate Net Income of the Issuer for two consecutive
Reporting Periods ending on the Lagged Reporting Date is
less than zero, and
(ii)
the Adjusted Equity Amount of the Issuer as at the Lagged
Reporting Date has declined by more than 10 per cent. as
compared to the Adjusted Equity Amount as at the Reporting
Date that is 24 months prior to such Lagged Reporting Date,
and
(iii)
the Adjusted Capital Amount of the Issuer as at the Current
Reporting Date has declined by more than 10 per cent. as
compared to the Adjusted Equity Amount as at the Reporting
Date that is 30 months prior to such Current Reporting Date.
Payment of Deferred Interest:
Arrears of interest that have accrued pursuant to Conditions 5(a)
(Interest deferral ­ Optional deferral of interest) and 5(b) (Interest
deferral ­ Mandatory deferral of interest) may at the option of the
Issuer be paid in whole or in part at any time only with funds raised
by way of the ACSM in accordance with Condition 5(d) (Interest
deferral ­ Alternative Coupon Satisfaction Mechanism (ACSM)).
Arrears of interest shall become due and payable:
in part pari passu and pro rata if and to the extent that the Issuer
makes payments in part of or in respect of amounts of interest on or
in relation to any other pari passu claims; and
in full on the earlier of:
(a)
the Interest Payment Date falling immediately on or after the
date on which dividends or other distributions on any Junior
Securities or Parity Securities have been declared or paid;
(b)
the Interest Payment Date falling immediately on or after the
date on which any Parity Securities or any Junior Securities
are redeemed, repurchased or acquired by the Issuer or any
of its Subsidiaries;
(c)
the Interest Payment Date immediately following the date
upon which (x) no Regulatory Intervention is or will be
continuing on such Interest Payment Date and (y) no new
Mandatory Deferral Event has occurred and any of the
previous Mandatory Deferral Events have been cured,
8


provided, in each case, that the Issuer would not, as at such
Interest Payment Date, be entitled to defer payment of
interest pursuant to Condition 5(a) (Interest deferral ­
Optional deferral of interest);
(d)
the date fixed for any redemption of the Notes pursuant to
Condition 6 (Redemption and Purchase);
(e)
the date on which the Liquidazione Coatta Amministrativa of
the Issuer is commenced pursuant to the Consolidated Law
on Private Insurance Companies or on which voluntary
winding up proceedings of the Issuer are instituted or on
which the Issuer becomes subject to a liquidation order; and
(f)
the date falling five years after the Interest Payment Date on
which payment of interest has first been deferred.
Arrears of interest will become payable only where the Issuer is
able to make the payment with funds raised by way of the ACSM in
accordance with Condition 5(d) (Interest deferral ­ Alternative
Coupon Satisfaction Mechanism (ACSM)). If, despite the Issuer
using its best efforts and/or doing all that is reasonably possible to
raise funds by way of the ACSM in accordance with Condition 5(d)
(Interest deferral ­ Alternative Coupon Satisfaction Mechanism
(ACSM)), the Issuer fails to make the payment with funds raised by
way of the ACSM, then, notwithstanding the occurrence of any of
the events or circumstances described in Condition 5(c)(ii)(A) or
(B), arrears of interest will not be required to be paid.
Alternative Coupon Satisfaction
Payment of amounts in respect of interest under the ACSM may
Mechanism (ACSM):
only be made to the extent of funds raised by either (I) issuing new
shares of the Issuer (save that, in the case of deferral of interest due
to a Mandatory Deferral Event, the Issuer shall not, in any year,
issue new ordinary shares for the purposes of the ACSM (including
any new shares for the purposes of any equivalent ACSM provisions
of any Parity Securities or any Junior Securities) in excess of 2 per
cent. of the market value of the Issuer's ordinary share capital, such
market value to be determined by the Calculation Agent as at the
end of each financial year of the Issuer on the basis of the Prezzo
Ufficiale of the Issuer's ordinary shares and for the avoidance of
doubt any such funds so raised shall be applied firstly pro rata in
respect of any amounts to be settled in relation to Parity Securities
and only thereafter in respect of any amounts to be settled in
relation to any Junior Securities) or selling treasury shares of the
Issuer (save that for the purposes of selling treasury shares no
treasury shares can be sold that have been purchased within the
preceding six months), subject to the existence of the appropriate
necessary corporate powers applicable to the Issuer at the time of
the issuance or the disposal of the shares; or (II) issuing new Issuer
securities ranking junior to or pari passu with the Notes and having
features at least similar to the Notes. In the case of deferral of
interest due to a Mandatory Deferral Event, such junior or pari
passu ranking securities can only be issued up to a nominal amount
of 15 per cent. of the aggregate principal amount of the Notes
outstanding from time to time for this purpose.
9


For any five-year period following the date on which deferred
interest becomes payable (the "ACSM Period") pursuant to
Condition 5(c) (Interest deferral ­ Payment of deferred interest), (I)
the Issuer shall use its best efforts to settle any such deferred amount
in accordance with the ACSM and (II) the Issuer shall do all that is
reasonably possible to obtain and maintain delegated authority to
issue sufficient new ordinary shares and/or to hold and sell treasury
shares, in each case to cover one year of Coupons and any
outstanding deferred amount of interest payable by the Issuer.
If at the end of any ACSM Period in respect of any deferred interest
payment the Issuer has been unable to make full payment of such
deferred interest in accordance with the ACSM, the obligation of the
Issuer to satisfy the amount of interest that was deferred and became
due and payable at the beginning of such ACSM Period shall, to the
extent not already settled under the ACSM, be cancelled, provided
that contingently upon Liquidazione Coatta Amministrativa of the
Issuer being commenced pursuant to the Consolidated Law on
Private Insurance Companies or voluntary winding up proceedings
of the Issuer being instituted or the Issuer becoming subject to a
liquidation order, Noteholders shall be entitled to claim such
unsettled amount in the liquidation of the Issuer under the Notes,
and such claim shall rank pari passu with the obligations of the
Issuer in respect of its saving shares.
Loss Absorption and Solvency
To the extent that the Issuer at any time suffers losses (also taking
Margin Event:
into account profits and losses relating to previous financial years)
which would result in the Solvency Margin being reduced below the
Required Solvency Margin (a "Solvency Margin Event"), the
obligations of the Issuer to make payments in respect of the Notes,
will be deferred to the extent necessary to enable the Issuer to
continue to carry on its activities in accordance with applicable
regulatory requirements. In any such case, interest will continue to
accrue on the nominal value of the Notes. The obligations of the
Issuer to make payments in respect of the Notes, will, subject to the
provisions of Conditions 5(a) to (d), be reinstated (in priority to any
Junior Securities and on a pari passu basis with any Parity
Securities), as if such obligations of the Issuer had not been so
deferred:
(i)
in whole, in the event of winding up, dissolution, liquidation
or bankruptcy (including, inter alia, Liquidazione Coatta
Amministrativa) of the Issuer and with effect immediately
prior to the commencement of such winding up, dissolution,
liquidation or bankruptcy (including, inter alia, Liquidazione
Coatta Amministrativa); and
(ii)
in whole, in the event of early redemption of the Notes
pursuant to Conditions 6(a) (Redemption and Purchase ­
Redemption at the option of the Issuer), 6(b) (Redemption
and Purchase ­ Redemption due to a Regulatory Event) or
6(c) (Redemption and Purchase ­ Redemption for tax
reasons); and
(iii)
in whole or in part, from time to time, to the extent that the
Solvency Margin Event is no longer continuing and,
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