Obligation Assicurazioni Generali S.p.A 3.875% ( XS1941841311 ) en EUR

Assicurazioni Generali S.p.A

100.56 % ▼

Italie

XS1941841311 ( en EUR )

3.875% par an ( paiement annuel )

28/01/2029

Prospectus brochure de l'obligation Assicurazioni Generali S.p.A XS1941841311 en EUR 3.875%, échéance 28/01/2029

100 000 EUR

500 000 000 EUR

29/01/2025 ( Dans 285 jours )

L'Obligation émise par Assicurazioni Generali S.p.A ( Italie ) , en EUR, avec le code ISIN XS1941841311, paye un coupon de 3.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 28/01/2029

EXECUTION VERSION
IMPORTANT PROHIBITION OF SALES TO 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 Directive 2014/65/EU (as amended,
"MiFID II"); or (ii) 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. Consequently no key information document required by Regulation (EU) No 1286/2014
(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.
MIFID II product governance / Professional investors and ECPs only target market Solely for the purposes
of each manufacturer's 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 MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional
clients are appropriate. The target market assessment indicates that Notes are incompatible with the needs,
characteristic and objectives of clients which are fully risk averse/have no risk tolerance or are seeking on-demand
full repayment of the amounts invested. 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.

Final Terms dated 25 January 2019
ASSICURAZIONI GENERALI S.p.A.
Legal Entity Identifier (LEI): 549300X5UKJVE386ZB61
Issue of 500,000,000 3.875 per cent. Senior Dated Subordinated Tier 2 Notes due 29 January 2029
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 Terms and Conditions of the
Tier 2 Notes (the "Conditions") set forth in the base prospectus dated 23 May 2018 (the "Base Prospectus")
and the supplement to the Base Prospectus dated 8 August 2018, which together constitute a base prospectus
for the purposes of Directive 2003/71/EC (as amended by Directive 2010/73/EU) (the "Prospectus
Directive") and the relevant implementing measures in Luxembourg. 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 such Base Prospectus as so supplemented. Full information on the Issuer is only
available on the basis of the Base Prospectus as so supplemented and full information on the offer of the
Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus as so
supplemented. The Base Prospectus and the supplement to the Base Prospectus are available for viewing at
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the registered office of the Issuer and copies may be obtained from the principal office of the Paying Agents
in Luxembourg. The Base Prospectus and the supplement and, in the case of Notes admitted to trading on the
regulated market of the Luxembourg Stock Exchange, the applicable Final Terms will also be published on
the website of the Luxembourg Stock Exchange (www.bourse.lu).

1.
(i)
Series Number:
17

(ii)
Tranche Number:
1
2.
Specified Currency or Currencies:
Euro ("")
Condition 2(a) (Interpretation 
Definitions Specified Currency)
3.
Aggregate Nominal Amount of Notes

admitted to trading:

(i)
Series:
500,000,000

(ii)
Tranche:
500,000,000
4.
Issue Price:
100% of the Aggregate Nominal Amount
5.
(i)
Specified Denomination(s):
100,000 and integral multiples of 1,000 in excess
thereof up to and including 199,000. No Notes in
Condition 2(a) (Interpretation  definitive form will be issued with a denomination
Definitions Specified
above 199,000.
Denomination(s))

(ii)
Calculation Amount:
1,000
Condition 2(a) (Interpretation 
Definitions Calculation
Amount)
6.
(i)
Issue Date:
29 January 2019
Condition 2(a) (Interpretation 
Definitions Issue Date)

(ii)
Interest Commencement Date:
Issue Date
Condition 2(a) (Interpretation 
Definitions Interest
Commencement Date)
7.
Maturity Date:
Interest Payment Date falling on 29 January 2029
Condition 2(a) (Interpretation 
Condition 6 (Conditions for Redemption) and Condition
Definitions Maturity Date)
10.1.1 (Redemption and Purchase Redemption
Scheduled Redemption of Notes with specified maturity
date) apply.
8.
Interest Basis:
Fixed Rate Note Provisions applicable:

Condition 8 (Interest)
3.875 per cent. Fixed Rate.
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(further particulars specified below)
9.
Redemption/Payment Basis:
Redemption at par

Condition 10 (Redemption and

Purchase)
10.
(i)
Change of interest following
Not Applicable
Optional Redemption Date
(Call):
(further particulars specified below)

(ii)
Interest Basis reset on Reset
Not Applicable
Date:
11.
Call Options:

Condition 10.2 (Redemption for tax
Redemption for tax reasons
reasons)

Condition 10.3 (Redemption at the
Not Applicable
option of the Issuer)

Condition 10.4 (Optional Redemption
Optional Redemption due to a Regulatory Event
due to a Regulatory Event)

Condition 10.5 (Optional Redemption
Optional Redemption due to a Rating Event
due to a Rating Event)

Condition 10.6 (Optional Redemption
Not Applicable
due to an Accounting Event)

(further particulars specified below)
12.
Status of the Notes:
Senior Dated Subordinated Notes
Condition 4 (Status of the Notes)
PROVISIONS RELATING TO INITIAL INTEREST (IF ANY) PAYABLE
13.
Fixed Rate Note Provisions
Applicable

Condition 8.1 (Interest Interest on

Fixed Rate Notes)

(i)
Rate of Interest:
3.875% per annum payable annually in arrear

(ii)
Interest Payment Date(s):
29 January in each year from (and including) 29
January 2020 up to and including the date of
redemption of the Notes

(iii)
Fixed Coupon Amount:
38.75 per Calculation Amount
Condition 8.1.2 (Interest 
Interest on Fixed Rate Notes 
Fixed Coupon Amount)

(iv)
Broken Amount(s):
Not Applicable
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Condition 2(a) (Interpretation 
Definitions Broken Amount)

(v)
Day Count Fraction:
Actual/Actual (ICMA)
14.
Reset Note Provisions
Not Applicable

Condition 8.2 (Interest Interest on

Reset Notes)
15.
Floating Rate Note Provisions
Not Applicable

Condition 8.3 (Interest Interest on

Floating Rate Notes)
16.
Zero Coupon Note Provisions
Not Applicable

Condition 9 (Zero Coupon Notes)

PROVISIONS RELATING TO OPTIONAL REDEMPTION DATE (CALL)
Condition 7 (Initial and Post-Call Interest Provisions)
17.
Fixed Rate Note Provisions
Not Applicable
18.
Floating Rate Note Provisions
Not Applicable
PROVISIONS RELATING TO INTEREST DEFERRAL
Condition 5 (Deferral of Interest)
19.
(i)
Optional Deferral of Interest:
Not Applicable

Condition 5.1 (Deferral of

Interest Optional Deferral of
Interest)

(ii)
Mandatory Deferral of Interest
Applicable

Condition 5.2 (Deferral of

Interest Mandatory Deferral
of Interest)

(iii)
Deferred Interest Payment
Deferred Interest Payment Events Option C applies
Events

Condition 5.3 (Arrears of
Interest)
PROVISIONS RELATING TO REDEMPTION
20.
Call Option
Not Applicable
21.
Optional Redemption due to a
Applicable
Regulatory Event
Condition 10.4 (Redemption and
Partial Optional Redemption due to a Regulatory Event
Purchase Optional Redemption due to
does not apply
a Regulatory Event)
22.
Optional Redemption due to a Rating Applicable
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Event

Condition 10.5 (Redemption and

Purchase Optional Redemption due to
a Rating Event)
23.
Optional Redemption due to an
Not Applicable
Accounting Event

Condition 10.6 (Redemption and

Purchase Optional Redemption due to
an Accounting Event)
24.
Final Redemption Amount
1,000 per Calculation Amount

Condition 2(a) (Interpretation 

Definitions Final Redemption Amount)
25.
Early Redemption Amount

(i)
Early Redemption Amount(s)
Principal amount outstanding of the Notes
payable on redemption for
taxation reasons (Early
Redemption Amount (Tax)):
Condition 10.2 (Redemption and
Purchase Redemption for tax
reasons)

(ii)
Early Redemption Amount
Principal amount outstanding of the Notes
(Regulatory):
Condition 10.4 (Redemption and
Purchase Optional
Redemption due to a Regulatory
Event)

(iii)
Early Redemption Amount
Principal amount outstanding of the Notes
(Rating Event):
Condition 10.5 (Redemption and
Purchase Optional
Redemption due to a Rating
Event)

(iv)
Early Redemption Amount
Not Applicable
(Accounting Event):

Condition 10.6 (Redemption and
Purchase Optional
Redemption due to an
Accounting Event)

(v)
Make Whole Amount:
Not Applicable

(vi)
Party responsible for
Not Applicable
calculating the Make Whole
Amount:
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26.
Conditions for Redemption

Condition 6 (Conditions for Redemption)

Relevant Undertaking Condition
Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
27.
Form of Notes:
Temporary Global Note exchangeable for a Permanent
Global Note which is exchangeable for Definitive Notes
Condition 3 (Form, denomination and
in the limited circumstances specified in the Permanent
title)
Global Note.
28.
New Global Note:
Applicable
29.
Additional Financial Centre(s) or other
Not Applicable
special provisions relating to Payment
Business Days:
Condition 2(a) (Interpretation 
Definitions - Additional Financial
Centre(s))
30.
Talons for future Coupons or Receipts to No
be attached to Definitive Notes (and
dates on which such Talons mature):

31.
Unmatured Coupons void
Condition 11(f) applies
Condition 11(f) (Payments Unmatured
Coupons void)

32.
Regulatory/Tax/Rating/Accounting
Condition 17.4(a)(A) (Modification and/or Exchange
Event Modification Provisions:
following a Regulatory Event, Tax Event, Rating Event
or Accounting Event) is applicable in relation to
Regulatory Event, Tax Event and Rating Event
Regulatory/Tax/Rating/Accounting
Condition 17.4(a)(B) (Modification and/or Exchange
Event Exchange Provisions:
following a Regulatory Event, Tax Event, Rating Event
or Accounting Event) is applicable in relation to
Regulatory Event, Tax Event and Rating Event

Signed on behalf of ASSICURAZIONI GENERALI S.p.A.:
By: ...........................................................................
Duly authorised
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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 for the Notes to be admitted to
trading on the regulated market of the Luxembourg Stock
Exchange with effect from the Issue Date

(iii)
Estimate of total expenses of 5,600
admission to trading:
2.
RATINGS

Ratings:
The Notes to be issued have been rated:

AM Best Europe: a-
Fitch:

BBB

Moody's:
Baa3(hyb)

Each of A.M. Best Europe Rating Services Ltd., Fitch Ratings
Limited and Moody's Investor Service Ltd. is established in the
EEA and registered under Regulation (EU) No 1060/2009, as
amended (the "CRA Regulation").

In general, European regulated investors are restricted from using
a rating for regulatory purposes if such rating is not issued by a
credit rating agency established in the EEA and registered under
the CRA Regulation unless (1) the rating is provided by a credit
rating agency operating in the EEA before 7 June 2010 which
has submitted an application for registration in accordance with
the CRA Regulation and such registration has not been refused,
or (2) the rating is provided by a credit rating agency not
established in the EEA but is endorsed by a credit rating agency
established in the EEA and registered under the CRA Regulation
or (3) the rating is provided by a credit rating agency not
established in the EEA which is certified under the CRA
Regulation.

3.
ADDITIONAL 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 offer of the Notes has an interest material to the offer.
4.
REASONS FOR THE OFFER
Reasons for the offer:
General corporate purposes
5.
YIELD (Fixed Rate Notes only)

Indication of yield:
3.875 per cent.
6.
HISTORIC INTEREST RATES / BENCHMARK RATES (Floating Rate Notes only)
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Not Applicable.
7.
OPERATIONAL INFORMATION

(i)
ISIN:
XS1941841311

(ii)
Common Code:
194184131

(iii)
Intended to be held in a
Yes
manner which would allow
Eurosystem eligibility

Note that the designation "yes" simply means that the Notes are
intended upon issue to be 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.

(iv)
Any clearing system(s) other Not Applicable
than Euroclear Bank
S.A./N.V. and Clearstream
Banking, S.A., Luxembourg
and the relevant
identification number(s):

(v)
Delivery:
Delivery against payment.

(vi)
Names and addresses of
Not Applicable
additional Paying Agent(s)
(if any):
8.
US Selling Restrictions:
Reg. S Compliance Category: 2

TEFRA D
9.
Prohibition of Sales to EEA Retail
Applicable
Investors

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