Obbligazione UniCred 9.375% ( XS0527624059 ) in EUR

Emittente UniCred
Prezzo di mercato 100 EUR  ▼ 
Paese  Italia
Codice isin  XS0527624059 ( in EUR )
Tasso d'interesse 9.375% per anno ( pagato 1 volta l'anno)
Scadenza 31/12/2050 - Obbligazione č scaduto



Prospetto opuscolo dell'obbligazione UniCredit XS0527624059 in EUR 9.375%, scaduta


Importo minimo 50 000 EUR
Importo totale 500 000 000 EUR
Descrizione dettagliata UniCredit č una banca commerciale italiana operante a livello internazionale, con attivitą principali nel settore bancario retail, corporate e investment banking.

L'obbligazione UniCredit con codice ISIN XS0527624059, emessa in Italia per un valore totale di ?500.000.000 con scadenza 31/12/2050, cedola del 9,375% pagata annualmente e taglio minimo di ?50.000, č giunta a scadenza ed č stata rimborsata al 100% del valore nominale in EUR.







UNICREDIT S.p.A.
(incorporated with limited liability under the laws of the Republic of Italy)
b500,000,000 Non-cumulative Step-Up Fixed/Floating Rate Subordinated Notes
Issue Price: 100 per cent.
The a500,000,000 non-cumulative step-up fixed/floating rate subordinated notes (the Notes) are issued by UniCredit S.p.A.
(UniCredit or the Issuer). The Issue Price of the Notes is 100 per cent.
The Notes will bear interest on a non-cumulative basis (a) from and including 21 July 2010 (the Issue Date), to but excluding
21 July 2020 (the Interest Reset Date), at a fixed rate of 9.375 per cent. per annum, payable annually in arrear on 21 July of
each year, and (b) from and including the Interest Reset Date to the date of redemption, at a floating rate per annum of
7.49 per cent. above 3-month EURIBOR, payable quarterly in arrear on 21 July, 21 October, 21 January and 21 April of each
year, commencing 21 October 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 Issuer may, at its option, also redeem the Notes in whole, but not in part, on the Interest Reset Date and on any Interest
Payment Date (as defined herein) thereafter at an amount equal to their principal amount plus any accrued interest and any
additional amounts due pursuant to Condition 9 (Taxation), as described in Condition 7(b) (Redemption and Purchase ­
Redemption at the option of the Issuer). Interest will accrue on a non-cumulative basis, and under certain circumstances
described in Condition 5 (Interest suspension) and Condition 6 (Loss absorption) of the Terms and Conditions of the Notes, the
Issuer may elect not to make, or be prohibited from making, interest payments on the Notes.
In addition, the Issuer may, at its option, redeem the Notes in whole, but not in part, at any time before the Interest Reset Date
following the occurrence of a Tax Deductibility Event (as defined herein) at a redemption price equal to the greater of their
principal amount or the Make Whole Amount (as defined herein), or following the occurrence of a Regulatory Event or an
Additional Amount Event (each as defined herein) at an amount equal to their principal amount, plus, in each case, any accrued
interest and any additional amounts due pursuant to Condition 9 (Taxation), as described in Condition 7(d) (Redemption due to
a Tax Deductibility Event), Condition 7(c) (Redemption due to a Regulatory Event) and Condition 7(e) (Redemption due to an
Additional Amount Event). Any such redemption of Notes occurring on or after the Interest Reset Date will be at an amount
equal to their principal amount together with any accrued interest and any additional amounts due pursuant to Condition 9
(Taxation). The Notes may not be redeemed pursuant to Conditions 7(b), (c), (d) or (e) in the event that the principal amount of
the Notes has been written down and not yet, at the relevant time, been written up in whole pursuant to Condition 6 (Loss
Absorption).
Any redemption of the Notes, save any redemption on the date on which voluntary or involuntary winding up proceedings are
instituted in respect of the Issuer, is subject to the prior approval of the Lead Regulator (as defined herein).
The Notes are expected to be rated BBB by Fitch Ratings Limited (Fitch) and Baa3 by Moody's Investors Service, Inc.
(Moody's). 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. See "Risk Factors - Credit ratings may not reflect all risks" at page
28.
This document (the Prospectus) constitutes a prospectus for the purposes of Article 5.3 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 to the Luxembourg Stock Exchange for the Notes issued under this Prospectus to be listed on
the Official List of the Luxembourg Stock Exchange and to be admitted to trading on 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 the Notes involves certain risks. For a discussion of certain of these risks, see "Risk Factors", on
page 14.
The Notes are in bearer form, in denominations of a50,000 and integral multiples of a1,000 in excess thereof, up to and
including a99,000.
Joint Bookrunners and Joint Lead Managers
Credit Suisse
J.P. Morgan
UniCredit Bank
Prospectus dated 20 July 2010


The Issuer accepts responsibility for the information contained in this Prospectus and declares that,
to the best of its knowledge, having taking all reasonable care to ensure that such is the case, the
information contained in this Prospectus 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 Joint Lead Managers (as defined herein) that this Prospectus contains
all information regarding the Issuer, the UniCredit Group (as defined herein) 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 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 the Joint Lead Managers.
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 affiliates makes any representation or
warranty or accepts any responsibility as to the accuracy or completeness of the information
contained or incorporated by reference in this Prospectus. No Joint Lead Manager or any of their
respective affiliates accepts any liability in relation to the information contained or incorporated by
reference in this Prospectus or any other information provided by the Issuer in connection with the
Notes. This Prospectus contains industry and customer-related data as well as calculations taken from
industry reports, market research reports, publicly available information and commercial publications.
It is hereby confirmed by the Issuer that (a) to the extent that information reproduced herein derives
from a third party, such information has been accurately reproduced and (b) insofar as the Issuer is
aware and is able to ascertain from information derived from a third party, no facts have been omitted
which would render the information reproduced inaccurate or misleading.
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 the UniCredit Group 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 Joint Lead 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 (as
amended) (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 Societą 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 qualified
investors, as defined by and in accordance with applicable Italian securities laws and regulations.
2


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 or the Joint Lead Managers 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), business and prospects of each of the Issuer and the UniCredit Group.
In this Prospectus, unless otherwise specified, references to EUR, euro, Euro or w are to the single
currency introduced at the start of the third stage of European Economic and Monetary Union
pursuant to the Treaty on the functioning of the European Union, as amended, and as defined in
Article 2 of Council Regulation (EC) No. 974/98 of 3 May 1998; references to GBP, Sterling or £ are
to the lawful currency for the time being of the United Kingdom of Great Britain and Northern Ireland;
and references to US Dollars or USD are to the lawful currency of the United States of America.
Unless otherwise specified or where the context requires and 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.
FORWARD-LOOKING STATEMENTS
This Prospectus includes forward-looking statements. These include statements relating to, among
other things, the future financial performance of the Issuer and of the Issuer and its consolidated
subsidiaries (the UniCredit Group, or the Group), plans and expectations regarding developments in
the business, growth and profitability of the UniCredit Group and general industry and business
conditions applicable to the UniCredit 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 UniCredit 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.
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 UniCredit 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
Page
General Overview.................................................................................................................................5
Risk Factors........................................................................................................................................14
Documents Incorporated by Reference ..............................................................................................29
Terms and Conditions of the Notes....................................................................................................30
Summary of Provisions Relating to the Notes while in Global Form..................................................52
Use of Proceeds.................................................................................................................................54
Description of the Issuer ....................................................................................................................55
Summary Financial Information of UniCredit ...................................................................................100
Taxation ............................................................................................................................................104
Subscription and Sale.......................................................................................................................110
General Information..........................................................................................................................112
4


GENERAL OVERVIEW
This general overview must be read as an introduction to this Prospectus and any decision to invest
in the Notes should be based on a consideration of this Prospectus as a whole, including the
documents incorporated by reference.
Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere in this
Prospectus have the same meanings in this general overview and references to a "Condition" is to
such numbered condition in the Terms and Conditions of the Notes.
Issuer:
UniCredit S.p.A.
Joint Bookrunners and
Credit Suisse Securities (Europe) Limited
Joint Lead Managers:
J.P. Morgan Securities Ltd.
UniCredit Bank AG
Principal Amount:
c500,000,000
Issue Price:
100 per cent. of the principal amount of the Notes
Issue Date:
21 July 2010
Form and Denomination:
The Notes will be issued in bearer form in denominations of
c50,000 and integral multiples of c1,000 in excess thereof, up
to and including c99,000.
Status of the Notes:
The Notes will constitute direct, unsecured and subordinated
obligations of the Issuer ranking subordinate and junior to all
indebtedness of the Issuer (other than any instrument or
contractual right expressed to rank pari passu with the Notes),
pari passu with the most senior non-cumulative preference
shares of the Issuer, if any, and senior to the other share capital
of the Issuer, including its azioni privilegiate, ordinary shares
and azioni di risparmio.
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 (a) a resolution of the
shareholders' meeting of the Issuer, (b) any provision of the by-
laws of the Issuer (currently, the maturity of the Issuer is set at
31 December 2050), or (c) 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 Interest Reset Date and on any Interest
Payment Date thereafter at an amount equal to their principal
amount plus any accrued interest and any additional amounts
due pursuant to Condition 9 (Taxation), as described in
Condition 7(b) (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 Interest Reset Date
(i) following the occurrence of a Tax Deductibility Event (as
defined herein) at a redemption price equal to greater of their
principal amount and the Make Whole Amount (as defined
herein) or (ii) following the occurrence of a Regulatory Event or
an Additional Amount Event (each as defined herein) at an
5


General Overview
amount equal to their principal amount, plus in each case, any
accrued interest and any additional amounts due pursuant to
Condition 9 (Taxation), as described in Condition 7(d)
(Redemption due to a Tax Deductibility Event), Condition 7(e)
(Redemption due to an Additional Amount Event) and Condition
7(c) (Redemption due to a Regulatory Event). Any such
redemption of Notes occurring on or after the Interest Reset
Date will be at an amount equal to their principal amount
together with any accrued interest and any additional amounts
due pursuant to Condition 9 (Taxation). The Notes may not be
redeemed pursuant to Conditions 7(b), (c), (d) or (e) in the event
that the principal amount of the Notes has been written down
and has not yet, at the relevant time, been written up in whole
pursuant to Condition 6 (Loss Absorption).
Any redemption of the Notes, save in accordance with the first
paragraph of this section "Redemption", is subject to the prior
approval of the Lead Regulator (as defined herein).
For the avoidance of doubt, any redemption upon maturity of
the Notes on the date on which voluntary or involuntary winding
up proceedings are instituted in respect of the Issuer, in
accordance with a resolution of the shareholders' meeting of
the Issuer or any provision of its by-laws or any applicable legal
provision or decision, is not subject to the approval of the Lead
Regulator.
For the avoidance of doubt, the Notes may not be redeemed at
the option of the holders of the Notes.
Make Whole Amount means the amount equal to the sum of
the principal amount of the Note, together with interest
payments to be accrued from the relevant redemption date to
the Interest Payment Date on 21 July 2020, in each case,
discounted to the redemption date on an annual basis
(calculated on the basis of the actual number of days in the
relevant calendar year and the actual number of days in such
period), at the German Bund Rate plus 1.00 per cent.
Additional Amount Event means:
(a)
(i)
the Issuer has or will become obliged to pay
additional amounts as provided or referred to in
Condition 9 (Taxation) as a result of any change in,
or amendment to, the laws or regulations of the
Republic of Italy or any political subdivision or any
authority thereof or therein having power to tax, or
any change in the application or official
interpretation of
such laws or regulations
(including a holding by a court of competent
jurisdiction), which change or amendment
becomes effective on or after the date of issue of
the Notes; and
(ii)
such obligation cannot be avoided by the Issuer
taking reasonable measures available to it.
6


General Overview
Tax Deductibility Event means:
(a)
interest payable by the Issuer in respect of the Notes is
no longer, or will no longer be, deductible by the Issuer for
Italian corporate income tax purposes, or such
deductibility is materially reduced, as a result of any
change in, or amendment to, the laws or regulations or
applicable accounting standards of the Republic of Italy
or any political subdivision or any authority thereof or
therein having power to tax, or any change in the
application or official interpretation of such laws or
regulations, which change or amendment becomes
effective on or after the Issue Date (save where any non-
deductibility of interest payable by the Issuer in respect of
the Notes is solely as a result of the Issuer exceeding any
applicable general threshold of aggregate interest
expenses that may be deducted by the Issuer in any
financial year for Italian corporate income tax purposes);
and
(b)
such obligation cannot be avoided by the Issuer taking
reasonable measures available to it.
Regulatory Event means any event (including any amendment
to, clarification of, or change in laws or regulations applicable to
the Issuer, or a change in the official interpretation thereof or
policies with respect thereto, or any official administrative
pronouncement or judicial decision interpreting or applying such
laws or regulations, including any pronouncement or publication
from the European Commission or other relevant authority),
occurring or becoming effective after the date of issue of the
Notes, which has, or will have, the effect that the Issuer is no
longer, or will no longer be, capable of including the Notes in its
Tier 1 Capital (patrimonio di base), except where such non-
qualification is due to limits in the Issuer's capacity for
innovative Tier 1 Capital (other than changes, including
changes to the grandfathering limits, made by the Lead
Regulator to prescribed limits, for different forms of Tier 1
Capital).
Lead Regulator means the Bank of Italy, or any successor
entity of the Bank of Italy, or any other competent regulator to
which the Issuer becomes subject.
Interest:
The Notes will bear interest on a non-cumulative basis (a) from
and including the Issue Date to but excluding the Interest Reset
Date, at a fixed rate of 9.375 per cent. per annum (the Fixed
Rate of Interest), payable annually in arrear on 21 July of each
year, and (b) from and including the Interest Reset Date to the
date of redemption, at a floating rate per annum of
7.49 per cent. above 3-month EURIBOR, payable quarterly in
arrear on 21 July, 21 October, 21 January and 21 April of each
year, commencing 21 October 2020 (the Floating Rate of
Interest).
Optional suspension of interest:
The Issuer may elect, by giving notice to the Noteholders
pursuant to Condition 16 (Notices), not to pay all of the interest
or to make a partial payment of the interest accrued to an
7


General Overview
Interest Payment Date if (a) the Issuer does not have
Distributable Profits; (b) since the Issuer's annual shareholders'
meeting in respect of the financial statements for the financial
year immediately preceding the year in which such Interest
Payment Date falls, the Issuer has not declared or paid
dividends on any Junior Securities; or (c) based on the
assessment of the financial and solvency situation of the Issuer,
the Issuer determines, in its sole discretion, that such payment
must not be made.
Distributable Profits means net profits of the Issuer that are
stated as being available for the payment of a dividend or the
making of a distribution on any share capital of the Issuer,
according to the non-consolidated audited annual accounts of
the Issuer relating to the financial year immediately preceding
the financial year in which the relevant Interest Payment Date
falls or, where such accounts are not available, the last set of
non-consolidated audited annual accounts approved by the
Issuer.
Mandatory suspension
The Issuer will be prohibited from (A) paying all (or part only) of
of interest:
the interest accrued to an Interest Payment Date if and to the
extent that a Capital Deficiency Event would occur if the Issuer
made the payment of interest on such Interest Payment Date;
or (B) paying the interest accrued to an Interest Payment Date
(a) if a Capital Deficiency Event has occurred and is continuing
on such Interest Payment Date; (b) if the Issuer is prohibited
under applicable Italian legislation or regulation from declaring
a dividend or making a distribution on all classes of its share
capital, other than in the case of a Capital Deficiency Event; or
(c) if the Lead Regulator, in its sole discretion, based on its
assessment of the financial and solvency situation of the Issuer,
requires the Issuer to cancel the payment, subject, in relation to
(a) or (b) above, to Condition 5.3 (Interest suspension ­
Mandatory payment of interest).
In addition, the Issuer will be prohibited from paying interest on
an Interest Payment Date in the event that the principal amount
of the Notes has been written down and has not, as at such
date, been written up in whole pursuant to Condition 6 (Loss
absorption).
Capital Deficiency Event means as a result of losses incurred
by the Issuer, on a consolidated or non-consolidated basis, the
total risk-based capital ratio (coefficiente patrimoniale
complessivo) (the Total Risk-based Capital Ratio) of the
Issuer, on a consolidated or non-consolidated basis as
calculated in accordance with applicable Italian banking laws
and regulations, and either (i) reported in the Issuer's reporting
to the Lead Regulator (currently Matrice dei Conti) or
(ii) determined by the Lead Regulator and communicated to the
Issuer, in either case, falls below the higher of 8 per cent. or the
then minimum requirements of the Lead Regulator specified in
applicable regulations (the Nuove Disposizioni di Vigilanza
Prudenziale per le Banche, set out in the Bank of Italy's
Circolare n. 263, dated 27 December 2006, as updated on
15 January 2009 and as further amended or updated from time
to time) (the Bank of Italy Regulations) and the Supervisory
8


General Overview
Guidelines of the Bank of Italy (Istruzioni di Vigilanza della
Banca d'Italia) (the Supervisory Guidelines of the Bank of
Italy).
Junior Securities means all share capital of the Issuer,
including its preferred shares (azioni privilegiate), ordinary
shares and savings shares (azioni di risparmio), now or
hereafter issued, other than any share capital of the Issuer that
expressly or effectively rank on a parity with any Parity Security.
Parity Securities means: (a) any preference shares,
guarantees or similar instruments issued by the Issuer which
rank equally with the Notes (including any similar instrument of
preferred securities or preferred or preference shares issued by
any Subsidiary); and (b) any preferred securities or preferred or
preference shares issued by any Subsidiary with the benefit of
a guarantee or similar instrument from the Issuer, which
guarantee or similar instrument ranks equally with the Notes
(but does not include any such securities or shares issued to the
Issuer (or any other member of the Group) by any such
Subsidiary) including the Issuer's guarantees in relation to the
c540,000,000 8.048 per cent. Trust Preferred Securities issued
by UniCredito Italiano Capital Trust I, the $450,000,000
9.20 per cent. Trust Preferred Securities issued by
UniCredito Italiano Capital Trust II, the c750,000,000
in liquidation preference of
Trust Preferred Securities
issued by UniCredito Italiano Capital Trust III, the £300,000,000
in liquidation preference of Trust Preferred Securities issued by
UniCredito Italiano Capital Trust IV, the £350,000,000 Non-
cumulative Step-Up Fixed/Floating Rate Subordinated Notes
issued by UniCredit International Bank (Luxembourg) S.A. and
the c750,000,000 Non-cumulative Step-Up Fixed/Floating Rate
Subordinated Notes issued by UniCredit International Bank
(Luxembourg) S.A., except, in each case, to the extent that the
Issuer is not, or is no longer, able to treat any such securities as
Tier 1 Capital (patrimonio di base).
Subsidiary means any person or entity which is required to be
consolidated with the Issuer for financial reporting purposes
under applicable Italian banking laws and regulations.
Mandatory payment of interest:
Subject as set out below, the Issuer is required to pay interest
on any Interest Payment Date:
(A)
in full or in part, pari passu and pro rata, if and to the
extent that during the three-month period prior to such
Interest Payment Date the Issuer or any Subsidiary has
declared, made, approved or set aside for payment a
dividend or distribution in respect of any Parity Securities
(each a Parity Pusher Event); and/or
(B)
in full if and to the extent that during the three-month
period prior to such Interest Payment Date
(i)
the Issuer has declared or paid dividends or other
distributions on any Junior Securities (other than in
the form of further or other Junior Securities);
and/or
9


General Overview
(ii)
the Issuer has redeemed, repurchased or acquired
any Junior Securities (other than a Permitted
Repurchase) or the Issuer or any Subsidiary has
redeemed, repurchased or acquired any Parity
Securities
(each a Junior Pusher Event, and together with the
Parity Pusher Events, Pusher Events),
in each case except to the extent that a Capital Deficiency Event
has occurred during the period commencing immediately
following the relevant Pusher Event and ending on the relevant
Interest Payment Date, or to the extent that a Capital Deficiency
Event would occur if the Issuer made the payment of interest on
the relevant Interest Payment Date, and provided that:
(i)
in the event that the principal amount of the Notes, as at
such Interest Payment Date, has been written down and
not yet written up in whole pursuant to Condition 6 (Loss
absorption), the Issuer will be prohibited from paying
interest on such Interest Payment Date; and
(ii)
the Issuer shall not be required to make any payment of
interest on the Notes (a) if the Lead Regulator, in its sole
discretion, based on its assessment of the financial and
solvency situation of the Issuer, requires the Issuer to
cancel the payment, or (b) with reference to any
declaration, payment or distribution on, or redemption,
repurchase or acquisition of, any other security which is
itself mandatory in accordance with the terms and
conditions of such security.
Permitted Repurchase means (a) any redemption, repurchase
or other acquisition of Junior Securities held by any member of
the Group, (b) 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, (c) 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, (d)
any redemption or other acquisition of Junior Securities in
connection with a levy of execution for the satisfaction of a
claim by the Issuer or any of its Subsidiaries, (e) 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, or (f) any redemption or other
acquisition of Junior Securities in connection with transactions
effected by or for the account of customers of the Issuer or any
Subsidiary or in connection with the distribution, trading or
market-making in respect of such securities.
In addition, notwithstanding the provisions of Conditions 5.1
(Interest suspension ­ Optional suspension of interest) and 5.2
(Interest suspension ­ Mandatory suspension of interest), the
Issuer is required to pay interest on an Interest Payment Date if
a Regulatory Event has occurred and is continuing.
10