Obligation CaixaBank, S.A. 2.375% ( XS1936805776 ) en EUR

CaixaBank, S.A.

100 % ▼

Espagne

XS1936805776 ( en EUR )

2.375% par an ( paiement annuel )

31/01/2024 - Obligation échue

Prospectus brochure de l'obligation Caixabank S.A XS1936805776 en EUR 2.375%, échue

100 000 EUR

1 000 000 000 EUR

CaixaBank S.A. est une banque espagnole multinationale, issue de la fusion de Caixa d'Estalvis i Pensions de Barcelona et Bankia, offrant une large gamme de services financiers aux particuliers et aux entreprises.

L'Obligation émise par CaixaBank, S.A. ( Espagne ) , en EUR, avec le code ISIN XS1936805776, paye un coupon de 2.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 31/01/2024

MiFID II product governance / Professional investors and ECPs only target market Solely for the
purposes of each manufacturers product approval process, the target market assessment in respect of the
Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and
professional clients only, each as defined in Directive 2014/65/EU (as amended, MiFID II); and (ii) all
channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any
person subsequently offering, selling or recommending the Notes (a distributor) should take into
consideration the manufacturers 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 manufacturers target market assessment) and determining appropriate distribution channels.
PRIIPs /IMPORTANT- EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area (EEA). For these purposes, a 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 MiFID II; or (ii) a customer
within the meaning of the Directive 2002/92/EC (as amended or superseded, the IMD), where that customer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. Consequently, no key information document
required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the
Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore
offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be
unlawful under the PRIIPs Regulation
15 January 2019
CaixaBank, S.A.
Issue of EUR 1,000,000,000 2.375 per cent. Senior Non Preferred Notes due February 2024
under the 15,000,000,000
Euro Medium Term Note 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 under the section entitled Terms and Conditions of the English Law Notes in the Base Prospectus
dated 23 April 2018 and the supplements to it dated 27 April 2018, 30 July 2018, 18 September 2018, 25
September 2018 and 26 October 2018 which together constitute a base prospectus for the purposes of the
Prospectus Directive and any relevant implementing measure in a relevant Member State of the European
Economic Area (the Base Prospectus). This document constitutes the Final Terms of the Notes described
herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the
Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the
combination of these Final Terms and the Base Prospectus. The Base Prospectus has been published on the
Central Bank of Ireland's website at http://www.centralbank.ie and on the website of Euronext Dublin at
www.ise.ie. In addition, if the Notes are to be admitted to trading on the regulated market of Euronext
Dublin, copies of the Final Terms will be published on the website of Euronext Dublin at www.ise.ie.

1.
Issuer: CaixaBank,
S.A.
2.
(a) Series
Number:
9
(b)
Tranche Number:
1
(c)
Date on which the Notes will be Not Applicable

1

consolidated and form a single
Series:
3.
Specified Currency or Currencies:
Euro (EUR)
4.
Aggregate Nominal Amount:

(a)
Series: EUR
1,000,000,000
(b)
Tranche: EUR
1,000,000,000
5.
Issue Price:
99.577 per cent. of the Aggregate Nominal Amount
6.
(a)
Specified Denominations:
EUR 100,000
(b)
Calculation Amount:
EUR 100,000
7.
(a)
Issue Date:
18 January 2019
(b)
Interest Commencement Date:
Issue Date
8.
Maturity Date:
1 February 2024
9.
Interest Basis:
2.375 per cent. Fixed Rate
(see paragraph 15 below)
10.
Redemption Basis:
Subject to any purchase and cancellation or early
redemption, the Notes will be redeemed on the
Maturity Date at 100 per cent. of their nominal
amount
11.
Change of Interest Basis:
Not Applicable
12.
Put/Call Options:
Investor Put pursuant to Condition 5.6 of the Terms
and Conditions of the English Law Notes is Not
Applicable
Issuer Call pursuant to Condition 5.3 of the Terms
and Conditions of the English Law Notes is Not
Applicable
Issuer Call Capital Event (Tier 2 Subordinated
Notes) pursuant to Condition 5.4 of the Terms and
Conditions of the English Law Notes is Not
Applicable
Issuer Call Eligible Liabilities Event (Senior Non
Preferred Notes) pursuant to Condition 5.5 of the
Terms and Conditions of the English Law Notes is
Applicable
13.
(a)
Status of the Notes:
Senior Notes Senior Non Preferred Notes
(b)
Date Board approval for issuance 20 December 2018
of Notes obtained:

2

14.
Gross-up in respect of principal and any Yes
premium (pursuant to Condition 6.1 of the
Terms and Conditions of the English Law
Notes):
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15.
Fixed Rate Note Provisions
Applicable
(a)
Rate(s) of Interest:
2.375 per cent. per annum payable in arrear on each
Interest Payment Date
(b)
Interest Payment Date(s):
1 February in each year up to and including the
Maturity Date, commencing on 1 February 2020
(long first coupon)
(c)
Fixed Coupon Amount(s):
EUR 2,375 per Calculation Amount
(Applicable to Notes in definitive
form.)
(d)
Broken Amount(s):
EUR 2,466.10 per Calculation Amount, payable on
the Interest Payment Date falling on 1 February 2020
(Applicable to Notes in definitive
form.)
(e)
Day Count Fraction:
Actual/Actual (ICMA)
(f)
Determination Date(s):
1 February in each year
16.
Fixed Reset Provisions:
Not Applicable
17.
Floating Rate Note Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
18.
Notice periods for Condition 5.2 of the Minimum period: 30 days
Terms and Conditions of the English Law Maximum period: 90 days
Notes (Redemption for tax reasons):
19.
Issuer Call (pursuant to Condition 5.3 of Not Applicable
the Terms and Conditions of the English
Law Notes):

20.
Capital Event (Tier 2 Subordinated Notes Not Applicable
pursuant to Condition 5.4 of the Terms and
Conditions of the English Law Notes):
21.
Eligible Liabilities Event (Senior
Applicable
Subordinated Notes, Senior Non Preferred
or Ordinary Senior Notes pursuant to
Condition 5.5 of the Terms and Conditions
of the English Law Notes):
22.
Investor Put:
Not Applicable
3

23.
Final Redemption Amount:
EUR 100,000 per Calculation Amount
24.
Early Redemption Amount payable on EUR 100,000 per Calculation Amount
redemption for taxation reasons, on an
event of default or upon the occurrence of
an Eligible Liabilities Event:
25.
Ordinary Senior Notes optionality:
Not Applicable
26.
Senior Non Preferred Notes optionality:

(a)
Additional Events of Default Condition 8.2(b) Not Applicable
(Condition 8 of the Terms and
Conditions of the English Law
Notes):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
27.
Form of Notes:

(a)
Form:

Temporary Global Note exchangeable for a
Permanent Global Note which is exchangeable for
Definitive Notes upon an Exchange Event including
the exchange event described in paragraph (iii) of
the definition in the Permanent Global Note
(b)
New Global Note:
Yes
28.
Additional Financial Centre(s):
Not Applicable

29.
Talons for future Coupons to be attached to No
Definitive Notes:

Signed on behalf of CaixaBank, S.A.:
By: .......................................................................
Duly authorised

4

PART B OTHER INFORMATION

1.
LISTING AND ADMISSION TO

TRADING
(a)
Listing:
Application has been made by the Issuer (or on its
behalf) to Euronext Dublin for the Notes to be
admitted to the Official List of Euronext Dublin and
admitted to trading on the Regulated Market of
Euronext Dublin with effect from 18 January 2019.
(b)
Admission to trading:
Application has been made by the Issuer (or on its
behalf) to the Official List of Euronext Dublin for
the Notes to be admitted to trading on its Regulated
Market with effect from 18 January 2019.

(c)
Estimate of total expenses related to EUR 1,000
admission to trading:
2.
RATINGS

Ratings:
The Notes to be issued are expected to be rated:
BBB by S&P Global Ratings Europe Limited
BBB+ by Fitch Ratings España, S.A.U.
Ba1 by Moody's Investors Service España, S.A.
A(low), Outlook Stable by DBRS Ratings Limited
Each of S&P Global Ratings Europe Limited (S&P
Global), Fitch Ratings España, S.A.U. (Fitch),
Moody's Investors Service España, S.A. (Moody's)
and DBRS Ratings Limited (DBRS) is established in
the European Union and is registered under
Regulation (EC) No. 1060/2009 (as amended). As
such S&P Global, Fitch, Moody's, and DBRS are
included in the list of credit rating agencies
published by the European Securities and Markets
Authority on its website in accordance with such
Regulation.
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for any fees payable to the Joint Lead Managers, so far as the Issuer is aware, no person
involved in the issue of the Notes has an interest material to the offer. The Joint Lead Managers and
their affiliates have engaged, and may in the future engage, in investment banking and/or
commercial banking transactions with, and may perform other services for, the Issuer and its
affiliates in the ordinary course of business.

5

4.
REASONS FOR THE OFFER

Reasons for the offer:
General financing requirements of the CaixaBank
Group
5.
YIELD (Fixed Rate Notes only)

Indication of yield:
2.465 per cent. per annum

The yield is calculated at the Issue Date on the basis
of the Issue Price. It is not an indication of future
yield.
6.
OPERATIONAL INFORMATION
(a)
ISIN: XS1936805776
(b)
Common Code:
193680577
(c)
CUSIP number:
Not Applicable
(d)
CFI: DTFUFB
(e)
FISN:
CAIXABANK S.A./MTN 20240201REGS
(f)
WKN: Not
Applicable
(g)
Any clearing system(s) other than Not Applicable
Euroclear and Clearstream
Luxembourg and the relevant
identification number(s):
(h)
Delivery:
Delivery against payment
(i)
Names and addresses of additional Not Applicable
Paying Agent(s) (if any):
(j)
Intended to be held in a manner Yes. Note that the designation "yes" simply means
which would allow Eurosystem that the Notes are intended upon issue to be
eligibility:
deposited with one of the ICSDs as common
safekeeper and does not necessarily mean that the
Notes 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.
7.
DISTRIBUTION

(a)
Method of distribution:
Syndicated
(b)
If syndicated, names of Joint Lead CaixaBank, S.A.
Managers:
Citigroup Global Markets Limited
HSBC Bank plc
6

Société Générale
UBS Limited
(c)
Date of Subscription Agreement:
15 January 2019
(d)
Stabilisation Manager:
Société Générale
(e)
If non-syndicated, name of relevant Not Applicable
Dealer:
(f)
U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA D
(g)
Prohibition of Sales to EEA Retail Applicable
Investors:

7