Obligation Swiss Credit 3.5% ( CH0428194226 ) en CHF

Swiss Credit

100 % ⇌

Suisse

CH0428194226 ( en CHF )

3.5% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Credit Suisse CH0428194226 en CHF 3.5%, échéance Perpétuelle

04/09/2025 ( Dans 104 jours )

Credit Suisse était une grande banque suisse, active dans la gestion de fortune, l'investissement bancaire et les services financiers, avant sa prise de contrôle par UBS en mars 2023 suite à une crise de confiance.

L'Obligation émise par Swiss Credit ( Suisse ) , en CHF, avec le code ISIN CH0428194226, paye un coupon de 3.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

Final Terms and Conditions

Credit Suisse Group AG
CHF 300 m illion
3.500% Perpetual Tier 1 Contingent Write-down Capital Notes
(the "Notes")

Issuer:
Credit Suisse Group AG
Issuer Ratings:
Baa2 stable (Moody's) / BBB+ stable (S&P) / A- positive (Fitch)
Expected Instrument Ratings:
BB- (S&P) / BB (Fitch)
Am ount:
CHF 300,000,000
Issue Type:
Perpetual Tier 1 Contingent Write-down Capital Notes, High Trigger (7%
CET1)
Benchmark:
CHF mid swaps (GOTTEX)
Interpolated 6-year Swap Mid (Gottex):
-0.040%
Re-offer Spread vs. Benchm ark:*
+354.0bps
Re-offer Yield:
3.500%
Coupon:
Fix ed rate at 3.500%, payable annually in arrear,
to (but ex cluding) the First Optional Redem ption Date, reset on the
First Optional Redem ption Date and every fifth anniversary thereafter
(each such date, a "Reset Date") at CHF 5 year m id-swap rate plus
initial credit spread (no step-up)
Day Count Fraction:
30/360, unadjusted
Business Day Convention:
Following Business Day Convention
Coupon Type:
Non-cumulative coupons, payable annually at the discretion of the Issuer and
subject to mandatory cancellation if the Issuer does not have sufficient
distributable profits, would not be in compliance with its minimum regulatory
capital adequacy requirements or the Swiss Financial Market Authority FINMA
prohibits the Issuer from making such payment
Restrictions on dividend payments and share repurchases if no coupon is paid
("dividend stopper")
Re-offer Price:
100.000%

Fees and Cost:
Net Fees:
1.500%
Paying Agency Fees:
0.01% of notional amount at each coupon payment + redemption
Out-of-Pocket Expenses:
None
All-in Cost p.a.:
3.796%

Cash Flows:
Net Proceeds:
CHF 295,500,000
(Principal Amount * (Re-Offer Price Net Fees)
Out-of-Pocket Expenses + Accrued Interest)
Coupon Paym ents:
CHF 10,530,000
((Principal Amount * Coupon) + Paying Agency Fees)
Redem ption (incl. last coupon):
CHF 310,560,000
(Principal Amount + Paying Agency Fees
+ (Principal Amount * Coupon) + Paying Agency Fees)

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Final Terms and Conditions

Credit Suisse Group AG
CHF 300 m illion
3.500% Perpetual Tier 1 Contingent Write-down Capital Notes
(the "Notes")

Dates:
Trade Date:
August 22, 2018
Settlement Date:
September 4, 2018
Coupon Payment Dates:
September 4 each year, starting September 4, 2019
First Optional Redemption Date:
September 4, 2024
Maturity Date:
Perpetual

Call Features:
Optional Redemption (Issuer Call):
Subject to having obtained the prior approval of the Swiss Financial Market
Supervisory Authority FINMA if then required under Swiss banking laws
applicable to the Issuer from time to time, the Issuer may at its option redeem
the Notes, in whole but not in part, on the First Optional Redemption Date or
any Reset Date thereafter, on giving not less than 30 nor more than 60 days'
notice, at a redemption price equal to 100% of the principal amount, together
with accrued interest to the date of redemption.
Tax Redemption:
Subject to having obtained the prior approval of the Swiss Financial Market
Supervisory Authority FINMA if then required under Swiss banking laws
applicable to the Issuer from time to time, if the Issuer has or will become
obliged to pay additional amounts in respect of the Notes as a result of any
change in or amendment to relevant tax laws or regulations, and subject to
certain conditions, the Issuer may at its option redeem the Notes, in whole but
not in part, at any time on giving not less than 30 nor more than 60 days' notice,
at a redemption price equal to 100% of the principal amount, together with
accrued interest to the date of redemption.
Capital Event (Regulatory) Redemption:
If a "Capital Event" occurs, wherein a change in the National Regulations
and/or BIS Regulations occurs on or after the Issue Date having the effect that
the entire principal amount of the Notes ceases to be eligible to be both (i)
treated as Additional Tier 1 Capital under BIS Regulations and (ii) counted
towards the Going Concern Requirement, the Issuer may at its option redeem
the Notes, in whole but not in part, at any time on giving not less than 30 nor
more than 60 days' notice, at a redemption price equal to 100% of the principal
amount, together with accrued interest to the date of redemption.
See "Terms and Conditions of the Notes--Condition 18 "Definitions"" in the
Information Memorandum for the definitions of National Regulations, Additional
Tier 1 Capital, BIS Regulations and Going Concern Requirement.
Write-down Structure:
Write-down:
If a Contingency Event, or prior to a Statutory Loss Absorption Date, a Viability
Event occurs, the full principal amount of the Notes will be mandatorily and
permanently written down. The Notes are not convertible into shares of the
Issuer upon the occurrence of a Contingency Event or a Viability Event or at the
option of the Holders at any time.
See "Terms and Conditions of the Notes--Condition 7 "Write-down"" in the
Information Memorandum for the definitions of Contingency Event, Statutory
Loss Absorption Date and Viability Event.
CET1 Write-down Trigger:
7.00%, based on Credit Suisse Group AG consolidated CET1 ratio
Use of Proceeds:
The Issuer will use the net proceeds from the sale of the notes for general
corporate purpose

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Final Terms and Conditions

Credit Suisse Group AG
CHF 300 m illion
3.500% Perpetual Tier 1 Contingent Write-down Capital Notes
(the "Notes")

Docum entation:

Documentation Basis:
Standalone documentation under Swiss law
Proviso:
Force Majeure
Assurances:
The Notes will constitute direct, unsecured and subordinated obligations of the
Issuer and will rank pari passu and without any preference among themselves.
The rights and claims of Holders are subordinated.
The Notes shall rank (i) junior to all claims of Priority Creditors, (ii) pari passu
with Parity Obligations and (iii) senior to the rights and claims of all holders of
Junior Capital.
See "Terms and Conditions of the Notes--Condition 4(b) "Definitions" in the
Information Memorandum for the definitions of Priority Creditors, Parity
Obligations and Junior Obligations.
Form:
The Notes are issued as uncertificated securities (Wertrechte) in accordance
with art. 973c of the Swiss Code of Obligations and will constitute
intermediated securities (Bucheffekten) once the uncertificated securities are
registered in the main register of SIX SIS Ltd
Clearing/Settlement:
SIX SIS Ltd, Euroclear and Clearstream, Luxembourg
Denomination
CHF 5,000 and integral multiples thereof
Minimum Trading Size:
CHF 5,000
Relevant Financial Center:
Zurich
Selling Restrictions:
United States, European Economic Area, United Kingdom, Italy
Key Information Documentation (KID):
No
Prohibition of sales to EEA retail investors:
applicable
The Notes are not intended to be offered, sold or otherwise made available
and should not be offered, sold or otherwise made available to retail investors
in the European Economic Area (the "EEA")
"retail investor" means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of the Markets in Financial Instruments
Directive 2014/65/EU (as amended, "MiFID II"); (i ) a customer within the
meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation
Directive"), where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as
defined in the Prospectus Directive
Minimum Investment Amount:
The Notes will be issued in denominations of CHF 5,000 and integral
multiples thereof. However, it is recommended that any initial investment in
the Notes made by or on behalf of an investor, whether made on the Issue
Date or any time thereafter, be made in an aggregate principal amount of at
least CHF 50,000. Accordingly, each Manager has represented to and
agreed with the Issuer in the Note Purchase Agreement that the minimum
principal amount of Notes that it will allocate to each investor is CHF
50,000.

Any person subsequently considering or recommending an initial
investment in the Notes, is requested to accept and adhere to the foregoing
recommended minimum investment amount.
Listing:
SIX Swiss Exchange
Listing Agent:
Credit Suisse AG, Zurich
Use of Proceeds:
The Issuer will use the net proceeds from the sale of the Notes for general
corporate purposes

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Final Terms and Conditions

Credit Suisse Group AG
CHF 300 m illion
3.500% Perpetual Tier 1 Contingent Write-down Capital Notes
(the "Notes")

Applicable law / Place of Jurisdiction:
Swiss law / Zurich
Syndication:
Yes
Lead Manager:
Credit Suisse AG, Zurich
Senior Co-Lead Managers:
Commerzbank, Credit Agricole CIB, Raiffeisen Schweiz, Banco Santander,
ZKB
Senior Co-Managers:
Julius Baer, KBBS, Lloyds, Safra Sarasin, Vontobel
Co-Managers:
BNP Paribas, Lombard Odier
Principal Paying Agent:
Credit Suisse AG, Zurich
ISIN / Swiss Securities Number
CH0428194226 / 42'819'422

Information to Distributors for purposes of the MiFID Product Governance Regime

Solely for the purposes of taking note of the product governance requirements contained within (a) Directive 2014/65/EU (as amended,
"MiFID I ")), (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID I ; and (c) local implementing
measures (together, the "MiFID I Product Governance Requirements"), the Notes have been subject to a product approval process that has
led to the conclusion that: (i) the target market for the Notes is eligible counterparties, professional clients and retail clients (each as defined
in MiFID II) that (A) have a high degree of knowledge and experience with respect to similar investments, (B) have a high capacity to bear
financial losses, (C) have a high risk bearing tolerance, and (D) pursue general capital building investment objectives; (ii) all channels for
distribution of the Notes to eligible counterparties and professional clients are appropriate; and (iii) the channels appropriate for the
distribution of Notes to retail clients are investment advice, portfolio management and non-advised sales, subject to the relevant distributor's
suitability and appropriate obligations under MiFID I , if applicable (clauses (i), (ii) and (ii), collectively, the "Target Market Assessment"). Any
person offering, selling or recommending the Notes (a "distributor") should take into consideration the Target Market Assessment; however,
a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the Target Market Assessment) and determining appropriate distribution channels, subject to such distributor's suitability and
appropriateness obligations under MiFID II.
Notwithstanding the Target Market Assessment, distributors should note that: an investment in the Notes is compatible only with investors
who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to
the offering.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action
whatsoever with respect to the Notes or any other securities.

Subject to agreement on satisfactory documentation
Indemnity: The Issuer shall indemnify and hold harmless the Lead Managers and, where applicable, all Co-Lead Managers or any of its or their
respective representatives (each an indemnified person) from and against any losses, costs, claims and liabilities that an indemnified person might incur
in connection with or arising out of the issue or activities under the issue.
This new issue (except the indemnity provision that shall enter into force upon the Issuer's express or tacit acceptance of this term sheet) remains
subject to the completion and signing of all relevant documents and agreements (e.g. prospectus, terms and conditions of the Notes, Note purchase
agreement, Paying agency agreement) and the granting of the admission to trading of the Notes on the SIX Swiss Exchange.
As of August 22, 2018

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