Obligation BPER Bancaria 3.375% ( IT0004965346 ) en EUR

BPER Bancaria

100 % ⇌

Italie

IT0004965346 ( en EUR )

3.375% par an ( paiement annuel )

22/10/2018 - Obligation échue

Prospectus brochure de l'obligation BPER Banca IT0004965346 en EUR 3.375%, échue

100 000 EUR

1 000 000 000 EUR

BPER Banca est une banque italienne cotée en bourse, issue de la fusion de plusieurs banques régionales, opérant dans le secteur de la banque de détail, des services aux entreprises et de la gestion d'actifs.

L'Obligation émise par BPER Bancaria ( Italie ) , en EUR, avec le code ISIN IT0004965346, paye un coupon de 3.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 22/10/2018

EXECUTION COPY
Final Terms dated 20 February 2014
Banca popolare dell'Emilia Romagna Società Cooperativa
(a bank incorporated in Italy as a limited co-operative company
(società cooperativa) in the Republic of Italy)
Issue of 250,000,000 Fixed Rate Covered Bonds due October 2018 or October 2019 should the
Extended Maturity Date be applicable (the "Covered Bonds") to be consolidated and form a single
series with the existing issue of 750,000,000 Fixed Rate Covered Bonds due October 2018 or
October 2019 should the Extended Maturity Date be applicable issued on 15 October 2013 with an
Issue Price of 99.618 per cent. of the original nominal amount (the "Existing Covered Bonds")
unconditionally and irrevocably guaranteed as to payments of interest and principal by
Estense Covered Bond S.r.l.
(incorporated as a limited liability company in the Republic of Italy)
under the Euro 5,000,000,000 Programme
PART A
CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the
"Conditions") set forth in the base prospectus dated 8 August 2013 and the supplement to the prospectus
dated 2 October 2013 which together constitute a base prospectus (the "Base Prospectus") for the
purposes of the Prospectus Directive (Directive 2003/71/EC) as amended from time to time (which
includes the amendments made by Directive 2010/73/EU, to the extent that such amendments have been
implemented in the relevant Member State of the European Economic Area) (the "Prospectus
Directive"). This document constitutes the Final Terms of the Covered Bonds described herein for the
purposes of Article 5.4 of the Prospectus Directive. These Final Terms contain the final terms of the
Covered Bonds and must be read in conjunction with such Base Prospectus as so supplemented. Full
information on the Issuer, the Guarantor and the offer of the Covered Bonds described herein is only
available on the basis of the combination of these Final Terms and the Base Prospectus as so
supplemented. The Base Prospectus, including the supplement is available for viewing at the website of the
Luxembourg Stock Exchange at www.bourse.lu. These Final Terms will be published on website of the
Luxembourg Stock Exchange at www.bourse.lu.
1
(i) Series Number:
3
(ii) Tranche Number:
2

(iii) Date on which the Covered Bonds The Covered Bonds will be consolidated and form a
will be consolidated and form a
single series with the Existing Covered Bonds not less
single Series:
than 40 days after the Issue Date (the "Exchange Date")
upon certification of non-US beneficial ownership.
2
Specified Currency or Currencies:
Euro ("")
3
Aggregate Nominal Amount:

(i) Series:
1,000,000,000

(ii) Tranche:
250,000,000
4
Issue Price:
102.598 per cent. of the aggregate nominal amount of the
Tranche plus accrued interest at a rate of 3.375 per cent.
of the Tranche for the period from, and including 15

October 2013 to but excluding the Issue Date.
5
(i) Specified Denominations:
100,000 plus integral multiples of 1,000 in addition to
the said sum of 100,000

(ii) Calculation Amount:
1,000
6
(i) Issue Date:
24 February 2014

(ii) Interest Commencement Date:
15 October 2013
7
Maturity Date:
22 October 2018
8
Extended Maturity Date of Guaranteed
22 October 2019 (as referred to in Condition 7(b))
Amounts corresponding to Final
Redemption Amount under the
Covered Bond Guarantee:
9
Interest Basis:
For the period from and including the Issue Date to but
excluding the Maturity Date (the "Original Maturity
Period"), a Fixed Rate of 3.375 per cent. per annum. If
payment of the Final Redemption Amount on the Maturity
Date is deferred in whole or in part pursuant to Condition
7(b), for the period from and including the Maturity Date
to but excluding the Extended Maturity Date or, if earlier
the date on which the Covered Bonds are redeemed in full
(the "Extended Maturity Period"), a Floating Rate equal
to 3 month EURIBOR plus 2.15 per cent. per annum

(further particulars specified in items 15 and 16 below)
10
Redemption/Payment Basis:
Subject to any purchase and cancellation or early
redemption, the Covered Bonds will be redeemed on the
Maturity Date at par (as referred to in Condition 7(a))
11
Change of Interest Basis:
Change of interest rate may be applicable in case an
Extended Maturity Date is specified as applicable, as
provided for in Condition 7(b). See items 9, 15 and 16.
12
Put/Call Options:
Not Applicable
13
Date of Board approval for issuance of
11 February 2014 and 12 February 2014, respectively
Covered Bonds and of receipt of

Covered Bond Guarantee:
14
Method of distribution:
Syndicated
Provisions Relating to Interest (if any) Payable
15
Fixed Rate Provisions
Applicable in respect of the Original Maturity Period

(i) Rate(s) of Interest:
3.375 per cent. per annum payable annually in arrear

(ii) CB Payment Date(s):
22 October in each year adjusted in accordance with
Following Business Day Convention provided that, for
the avoidance of doubt, there shall be no adjustment to
CB Interest Periods and further provided that the First CB
Payment Date shall be 22 October 2014

(iii) Fixed Coupon Amount(s):
33.75 per Calculation Amount

(iv) Broken Amount(s):
34.40 per Calculation Amount, payable on the CB
Payment Date falling on 22 October 2014

(v) Day Count Fraction:
Actual/Actual (ICMA), unadjusted
16
Floating Rate Provisions
Applicable (as referred in Condition 5) in respect of the
Extended Maturity Period if payment of the Final
Redemption Amount is deferred pursuant to Condition
7(b)

(i) CB Interest Period(s):
Each period from and including a CB Payment Date to,
but excluding, the next succeeding CB Payment Date,
starting from (and including) the Maturity Date up to (but
excluding) the Extended Maturity Date or, if earlier, the
date on which the Covered Bonds are redeemed in full

(ii) Specified Period:
Not Applicable

(iii) CB Payment Dates:
The 22nd calendar day of each of January, April, July and
October falling during the Extended Maturity Period,
adjusted in accordance with the Following Business Day
Convention

(iv) First CB Payment Date:
22 January 2019

(v) Business Day Convention:
Following Business Day Convention

(vi) Additional Business Centre(s):
Not Applicable

(vii) Manner in which the Rate(s) of
ISDA Determination
Interest is/are to be determined:

(viii) Party responsible for calculating
Not Applicable
the Rate(s) of Interest and/or
Interest Amount(s) (if not the
Principal Paying Agent):

(ix) Screen Rate Determination:
Not Applicable

(x) ISDA Determination:

·
Floating Rate Option:
EUR-EURIBOR-Reuters

·
Designated Maturity:
3 months

·
Reset Date:
The first day of each CB Interest Period

(xi) Margin(s):
+ 2.15 per cent. per annum

(xii) Minimum Rate of Interest:
Not Applicable

(xiii) Maximum Rate of Interest:
Not Applicable

(xiv) Day Count Fraction:
Actual/360
17
Zero Coupon Provisions
Not Applicable
Provisions Relating to Redemption
18
Call Option
Not Applicable
19
Put Option
Not Applicable
20
Final Redemption Amount
1,000 per Calculation Amount
21
Early Redemption Amount
1,000 per Calculation Amount (as referred to in
Condition 7)
General Provisions Applicable To The Covered Bonds
22
Additional Financial Centre(s):
Not Applicable

23
Details relating to Covered Bonds for
Not Applicable
which principal is repayable in
instalments: amount of each instalment,
date on which each payment is to be
made:

Signed on behalf of
BANCA POPOLARE DELL'EMILIA ROMAGNA SOCIETÀ COOPERATIVA

By: .........................................................
Duly authorised

Signed on behalf of
ESTENSE COVERED BOND S.r.l.

By: .........................................................
Duly authorised

PART B
OTHER INFORMATION
1
Listing And Admission To Trading
(i) Listing:
Official List of the Luxembourg Stock Exchange
(ii) Admission to trading:
Application has been made by the Issuer (or on its
behalf) for the Covered Bonds to be admitted to
trading on the regulated market of the Luxembourg
Stock Exchange with effect from 24 February 2014.
The Existing Covered Bonds were admitted to
trading on the regulated market of the Luxemburg
Stock Exchange on 15 October 2013.
(iii) Estimate of total expenses related to admission 400
to trading:
2
Ratings
Ratings:
The Covered Bonds to be issued have been rated:

Moody's: Baa2

The credit ratings included or referred to in these
Final Terms have been issued by Moody's, which is
established in the European Union and registered
under Regulation (EC) No 1060/2009 on credit
rating agencies as amended by Regulation (EU) No
513/2011 (the "CRA Regulation") as set out in the
list of credit rating agencies registered in accordance
with the CRA Regulation published on the ESMA's
website (for more information please visit the ESMA
webpage
http://www.esma.europa.eu/page/List-
registered-and-certified-CRAs).

3
Interests of Natural and Legal Persons Involved in the Issue/Offer
"Save as discussed in the section headed "Subscription and Sale" in the Base Prospectus, so far as the
Issuer is aware, no person involved in the offer of the Covered Bonds has an interest material to the offer."
4
Fixed Rate Covered Bonds only Yield
Indication of yield:
2.770 per cent.

5
Floating Rate Covered Bonds only Historic Interest Rates
Details of historic EURIBOR rates can be obtained from Reuters.

6
Distribution
(i)
If syndicated, names of Managers:
Citigroup Global Markets Limited; Raiffeisen Bank
International AG
(ii)
Stabilising Manager(s) (if any):
Not Applicable
If non-syndicated, name of Dealer:
Not Applicable
U.S. Selling Restrictions:
Reg. S Compliance Category 2: TEFRA C
Date of Subscription Agreement:
20 February 2014

7
Operational Information
ISIN Code:
Temporary number IT0004999543 will apply until
the Exchange Date, and from such date, permanent
number IT0004965346 will apply
Common Code:
Temporary number 103438292 will apply until the
Exchange Date, and from such date, permanent
number 098235663 will apply.
Any Relevant Clearing System(s) other than Monte
Not Applicable
Titoli S.p.A. Euroclear Bank S.A./N.V. and
Clearstream Banking, société anonyme and the
relevant identification number(s):
Address of any Relevant Clearing System(s) other
Not Applicable
than Monte Titoli S.p.A., Euroclear Bank S.A./N.V.
and Clearstream Banking, société anonyme
Delivery:
Delivery against payment
Names and Specified Offices of additional Paying
Not Applicable
Agent(s) (if any):
Calculation Agent(s), Listing Agent(s) or
Not Applicable
Representative of the Covered Bondholders (if
any):
Intended to be held in a manner which would allow Yes
Eurosystem eligibility:
Note that the designation "yes" simply means that
the Covered Bonds are intended upon issue to be
held in a form which would allow Eurosystem
eligibility (i.e. issued in dematerialised form
(emesse in forma dematerializzata) and wholly and
exclusively deposited with Monte Titoli in
accordance with 83-bis of Italian legislative decree
No. 58 of 24 February 1998, as amended, through
the authorised institutions listed in article 83-quater
of such legislative decree) and does not necessarily
mean that the Covered Bonds will be recognised as
eligible collateral for Eurosystem monetary policy
and intra day credit operations by the Eurosystem
either upon issue or at any or all times during their
life. Such recognition will depend upon the ECB

being satisfied that Eurosystem eligibility criteria
have been met.