Obbligazione Generali Assicurazioni 5.479% ( XS0283629946 ) in EUR

Emittente Generali Assicurazioni
Prezzo di mercato 100 EUR  ▼ 
Paese  Italia
Codice isin  XS0283629946 ( in EUR )
Tasso d'interesse 5.479% per anno ( pagato 1 volta l'anno)
Scadenza perpetue - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Assicurazioni Generali XS0283629946 in EUR 5.479%, scaduta


Importo minimo 50 000 EUR
Importo totale 1 250 000 000 EUR
Descrizione dettagliata Assicurazioni Generali è una compagnia assicurativa italiana multinazionale, tra le più grandi al mondo, operante nei rami danni, vita e salute, con una presenza capillare a livello globale.

The Obbligazione issued by Generali Assicurazioni ( Italy ) , in EUR, with the ISIN code XS0283629946, pays a coupon of 5.479% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is perpetue







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PROSPECTUS
GENERALI FINANCE B.V.
(incorporated with limited liability under the laws of The Netherlands
having its statutory seat in Amsterdam)
1,250,000,000 5.479 per cent. Perpetual Fixed/Floating Rate Notes
Guaranteed by
ASSICURAZIONI GENERALI S.p.A.
(incorporated with limited liability under the laws of the Republic of Italy)
The 1,250,000,000 5.479 per cent. perpetual fixed/floating rate notes (the "Notes") issued by Generali Finance B.V. (the
"Issuer") are unconditionally and irrevocably guaranteed by Assicurazioni Generali S.p.A. (the "Guarantor"). 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 2017 (the "Reset Date") at a
rate of 5.479 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 Euribor plus 214 basis points, payable quarterly in arrear on 8 May, 8 August, 8 November and 8 February of
each year, beginning 8 May 2017.
The Notes will be redeemed on the date on which voluntary or involuntary winding up proceedings are instituted in respect of the
Issuer or in respect of the Guarantor as described in Condition 7 (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 7(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 7(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 7(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 6 (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 16.
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


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IMPORTANT NOTICES
Each of the Issuer and the Guarantor 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.
Each of the Issuer and the Guarantor has confirmed to the Managers named under "Subscription and Sale"
below (the "Managers") that this Prospectus contains all information regarding the Issuer, the Guarantor,
and the Guarantor and its consolidated subsidiaries (the "Generali Group") and the Notes that is (in the
context of the issue and the guarantee 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 each of the Issuer or the Guarantor 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, the Guarantor 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 each of the Issuer or the Guarantor 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, the Guarantor 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 Guarantor, 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 Guarantor and the Generali Group.
The Notes will be eligible to form part of the regulatory capital of the Issuer and/or Guarantor (as applicable)
and, as such, it is the intention of the Issuer to redeem the Notes only to the extent that the Guarantor or any
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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.
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 The Netherlands or Italy, as the case may be.
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, the Guarantor 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 Issuer and the Guarantor
have based these forward-looking statements on their 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 and the Guarantor do 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, Mediobanca ­ Banca di Credito Finanziario S.p.A. (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, the Guarantor 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
and the Guarantor believe that the external sources used are reliable, the Issuer and the Guarantor have not
independently verified the information provided by such sources.
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TABLE OF CONTENTS
Page
SUMMARY........................................................................................................................................
5
RISK FACTORS ................................................................................................................................
16
DOCUMENTS INCORPORATED BY REFERENCE ....................................................................
25
TERMS AND CONDITIONS OF THE NOTES ..............................................................................
29
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ......
49
USE OF PROCEEDS ........................................................................................................................
51
DESCRIPTION OF GENERALI FINANCE B.V. ............................................................................
52
CAPITALISATION OF GENERALI FINANCE B.V. ......................................................................
55
SUMMARY FINANCIAL INFORMATION OF GENERALI FINANCE B.V. ..............................
56
DESCRIPTION OF ASSICURAZIONI GENERALI S.p.A. ............................................................
61
CAPITALISATION OF ASSICURAZIONI GENERALI S.p.A. ......................................................
85
SUMMARY FINANCIAL INFORMATION OF ASSICURAZIONI GENERALI S.p.A. ..............
86
TAXATION ........................................................................................................................................
93
SUBSCRIPTION AND SALE ..........................................................................................................
102
GENERAL INFORMATION ............................................................................................................
105
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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 or the Guarantor 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:
Generali Finance B.V.
Guarantor:
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:
1,250,000,000
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 unsecured and subordinated obligations of
the Issuer ranking (i) pari passu without any preference among
themselves and pari passu with the Euro Notes and the Sterling
Notes, (ii) junior in right of payment to the payment of any present
or future claims (A) of all unsubordinated creditors of the Issuer,
and (B) of all creditors of the Issuer in respect of Less Deeply
Subordinated Obligations of the Issuer, and (iii) in priority to
payments of all classes of share capital of the Issuer and any other
obligation of the Issuer expressed by its terms to rank junior to the
Notes.
Status of the Guarantee of the
The Guarantee of the Notes will constitute direct, unsecured and
Notes:
subordinated obligations of the Guarantor ranking:
(i)
pari passu with the Parity Securities of the Guarantor;
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(ii)
junior in right of payment to the payment of any present or
future claims of all unsubordinated creditors of the Guarantor
(including obligations to policyholders) and to all Less
Deeply Subordinated Obligations of the Guarantor; and
(iii) senior in right of payments to the Junior Securities of the
Guarantor.
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 or in respect of the Guarantor, in accordance
with, as the case may be, (i) a resolution of the shareholders'
meeting of the Issuer or of the Guarantor, as applicable, (ii) any
provision of the by-laws of the Issuer or of the Guarantor (currently,
maturity of the Guarantor is set at 31 December 2131 though if this
is extended, redemption of the Notes will be equivalently adjusted),
as applicable, or (iii) any applicable legal provision, or any decision
of any jurisdictional or administrative authority.
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 7(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 7(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 7(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 Guarantor (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
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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 2017 (the "Reset Date") at a rate of
5.479 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 Euribor plus 214 basis points, payable quarterly in arrear
on 8 May, 8 August, 8 November and 8 February of each year,
beginning May 2017.
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 of the Guarantor or
Parity Securities of the Guarantor, or 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 of the Guarantor or Junior
Securities of the Guarantor or by the redemption, repurchase or
acquisition of any Parity Securities of the Guarantor or Junior
Securities of the Guarantor; 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 Guarantor nor any of its
Subsidiaries has redeemed, repurchased or acquired any Junior
Securities of the Guarantor (other than a Permitted Repurchase) or
Parity Securities of the Guarantor; 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
of the Guarantor.
"Permitted Repurchase" means (1) any redemption, repurchase or
other acquisition of such Junior Securities of the Guarantor held by
any member of the Group, (2) a reclassification of the equity share
capital of the Guarantor 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 Guarantor 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 of the Guarantor in connection
with a levy of execution for the satisfactions of a claim by the
Guarantor or any of its Subsidiaries, or (5) any redemption or other
acquisition of Junior Securities of the Guarantor in connection with
the satisfaction by the Guarantor or any of its Subsidiaries of its
obligations under any employee benefit plan or similar
arrangement.
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In the event that the Issuer may elect to defer part of the interest pro
rata with distributions on any Parity Securities of the Guarantor,
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 6(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 and the
Guarantor confirming that (A) a Regulatory Intervention regarding
the Guarantor 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
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 Guarantor for two
consecutive Reporting Periods ending on the Lagged
Reporting Date is less than zero, and
(ii)
the Adjusted Equity Amount of the Guarantor 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 Guarantor 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 6(a)
(Interest deferral - Optional deferral of interest) and 6(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
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by way of the ACSM in accordance with Condition 6(d) (Interest
deferral - Alternative Coupon Satisfaction Mechanism (ACSM)).
Arrears of interest shall become due and payable:
(i)
in part pari passu and pro rata if and to the extent that the
Issuer or the Guarantor makes payments in part of or in
respect of amounts of interest on or in relation to any other
pari passu claims; and
(ii)
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 of the Guarantor or Parity
Securities of the Guarantor have been declared or
paid;
(b)
the Interest Payment Date falling immediately on or
after the date on which any Parity Securities of the
Guarantor or any Junior Securities of the Guarantor
are redeemed, repurchased or acquired by the
Guarantor 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, 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 6(a) (Interest deferral - Optional deferral of
interest);
(d)
the date fixed for any redemption of the Notes
pursuant to Condition 7 (Redemption and Purchase);
(e)
the date on which the Liquidazione Coatta
Amministrativa of the Guarantor is commenced
pursuant to the Consolidated Law on Private
Insurance Companies or on which voluntary winding
up proceedings of the Guarantor are instituted or on
which the Guarantor 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 6(d) (Interest deferral - Alternative
Coupon Satisfaction Mechanism (ACSM)). If, despite the Issuer
using its best efforts and/or despite the Guarantor doing all that is
reasonably possible to raise funds by way of the ACSM in
accordance with Condition 6(d) (Interest deferral - Alternative
Coupon Satisfaction Mechanism (ACSM)), the Issuer fails to make
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the payment with funds raised by way of the ACSM, then,
notwithstanding the occurrence of any of the events or
circumstances described in Condition 6(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 Guarantor (save that, in the case of deferral of interest
due to a Mandatory Deferral Event, the Guarantor 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 of the Guarantor or any Junior
Securities of the Guarantor) in excess of 2 per cent. of the market
value of the Guarantor's ordinary share capital, such market value
to be determined by the Calculation Agent as at the end of each
financial year of the Guarantor on the basis of the Prezzo Ufficiale
of the Guarantor'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 of the
Guarantor and only thereafter in respect of any amounts to be
settled in relation to any Junior Securities of the Guarantor) or
selling treasury shares of the Guarantor (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 Guarantor 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.
For any five-year period following the date on which deferred
interest becomes payable (the "ACSM Period") pursuant to
Condition 6(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 Guarantor 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 obligations of
the Issuer and the Guarantor 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 Guarantor being commenced pursuant
to the Consolidated Law on Private Insurance Companies or
voluntary winding up proceedings of the Guarantor being instituted
or the Guarantor becoming subject to a liquidation order,
Noteholders shall be entitled to claim such unsettled amount in the
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