Obligation Erste Group 5.125% ( XS1961057780 ) en EUR

Erste Group

95.9 % ▲

Autriche

XS1961057780 ( en EUR )

5.125% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation Erste Group XS1961057780 en EUR 5.125%, échéance Perpétuelle

200 000 EUR

500 000 000 EUR

15/10/2024 ( Dans 175 jours )

L'Obligation émise par Erste Group ( Autriche ) , en EUR, avec le code ISIN XS1961057780, paye un coupon de 5.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

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 Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on
markets
in
financial
instruments
and
amending
Directive
2002/92/EC
and
Directive 2011/61/EU (recast), 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.
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 MiFID II; (ii) a customer within the meaning of Directive
2002/92/EC of the European Parliament and of the Council of 9 December 2002 on insurance
mediation, as amended (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 Directive 2003/71/EC of the European Parliament and the
Council of 4 November 2003, as amended (Prospectus Directive). Consequently, no key
information document required by Regulation (EU) No 1286/2014 of the European Parliament
and of the Council of 26 November 2014 on key information documents for packaged retail
and insurance-based investment products, as amended ("PRIIPs") 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 PRIIPs.
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8 March 2019
Final Terms
EUR 500,000,000 Undated Fixed to Fixed Resettable Notes (the "Notes")
issued pursuant to the
EUR 2,000,000,000 Additional Tier 1 Notes Programme
of
Erste Group Bank AG
Issue Price: 100.00 per cent.
Issue Date: 12 March 2019
Series No.: 3
Tranche No.: 1
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IMPORTANT NOTICE
These Final Terms have been prepared for the purpose of Article 5(4) of the Directive 2003/71/EC
of the European Parliament and of the Council of 4 November 2003, as amended by Directive
2014/51/EU of the European Parliament and of the Council of 16 April 2014 and must be read in
conjunction with the relevant prospectus pertaining to the EUR 2,000,000,000 Additional Tier 1
Notes Programme (the "Programme") of Erste Group Bank AG (the "Issuer"), dated 9 April 2018
(the "Prospectus") and all supplements to the Prospectus. The Prospectus and any supplements
thereto are available for viewing in electronic form on the website of the Issuer
("www.erstegroup.com/de/ueber-uns/erste-group-emissionen/prospekte/anleihen"). Full information
on the Issuer and the Notes is only available on the basis of the combination of the Prospectus, any
supplements hereto and these Final Terms.
Warning: The Prospectus dated 9 April 2018 is expected to be valid until 8 April 2019. Thereafter
the Issuer intends to publish an updated and approved prospectus on the website of the Issuer
("www.erstegroup.com/de/ueber-uns/erste-group-emissionen/prospekte/anleihen") and from that
point in time, the Final Terms must be read in conjunction with the new prospectus.
Restrictions on Marketing and Sales to Retail Investors
The Notes issued pursuant to the Prospectus are complex financial instruments and are not a
suitable or appropriate investment for all investors. In some jurisdictions, regulatory authorities have
adopted or published laws, regulations or guidance with respect to the offer or sale of securities
such as the Notes to retail investors.
In particular, in June 2015, the U.K. Financial Conduct Authority (the "FCA") published the Product
Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015,
which took effect from 1 October 2015 (the "PI Instrument"). In addition, (i) on 1 January 2018, the
provisions of Regulation (EU) No 1286/2014 of the European Parliament and of the Council of
26 November 2014 on key information documents for packaged and retail and insurance-based
investment products, as amended ("PRIIPs") became directly applicable in all member states of the
European Economic Area ("EEA") and (ii) Directive 2014/65/EU of the European Parliament and of
the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC
and Directive 2011/61/EU (recast), as amended ("MiFID II") was required to be implemented in EEA
member states by 3 January 2018. Together the PI Instrument, PRIIPs and MiFID II are referred to
as the "Regulations".
The Regulations set out various obligations in relation to (i) the manufacture and distribution of
financial instruments and the (ii) offering, sale and distribution of packaged retail and insurance-
based investment products and certain contingent write-down or convertible securities such as the
Notes.
The Managers are required to comply with some or all of the Regulations. By purchasing, or making
or accepting an offer to purchase any Notes (or a beneficial interest in the Notes) from the Issuer
and/or the Managers each prospective investor represents, warrants, agrees with and undertakes
to the Issuer and each of the Managers that:
1.
it is not a retail client (as defined in MiFID II);
2.
whether or not it is subject to the Regulations it will not:
(A)
sell or offer the Notes (or any beneficial interest therein) to retail clients (as defined
in MiFID II); or
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(B)
communicate (including the distribution of the Prospectus) or approve an invitation
or inducement to participate in, acquire or underwrite the Notes (or any beneficial
interests therein) where that invitation or inducement is addressed to or
disseminated in such a way that it is likely to be received by a retail client (in each
case within the meaning of the MiFID II). In selling or offering the Notes or making
or approving communications relating to the Notes it may not rely on the limited
exemptions set out in the PI Instrument; and
3.
it will at all times comply with all applicable laws, regulations and regulatory guidance
(whether inside or outside the EEA) relating to the promotion, offering, distribution and/or
sale of the Notes (or any beneficial interests therein), including (without limitation) MiFID II
and any other such laws, regulations and regulatory guidance relating to determining the
appropriateness and/or suitability of an investment in the Notes (or any beneficial interests
therein) by investors in any relevant jurisdiction.
Each prospective investor further acknowledges that:
(i)
the target market as identified by the Issuer for the Notes (for the purposes of the
product governance obligations in MiFID II) is eligible counterparties and
professional clients only; and
(ii)
no key information document (KID) under PRIIPs 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 PRIIPs.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making
or accepting an offer to purchase, any Notes (or any beneficial interests therein) from the Issuer
and/or the Managers the foregoing representations, warranties, agreements and undertakings will
be given by and be binding upon both the agent and its underlying client.
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PART A. TERMS AND CONDITIONS
The Conditions applicable to the Notes are set out below.
OPTION I TERMS AND CONDITIONS FOR NOTES WITH A FIXED TO
FIXED DISTRIBUTION RATE
§ 1
CURRENCY, DENOMINATION, FORM,
CERTAIN DEFINITIONS
(1)
Currency, Denomination. This issue of subordinated notes (the "Notes") is being issued by
Erste Group Bank AG (the "Issuer") in Euro (the "Specified Currency") in the aggregate
principal amount of EUR 500,000,000 (in words: Euro five hundred million) in the
denomination of EUR 200,000 (the "Original Principal Amount").
(2)
Form. The Notes are being issued in bearer form.
(3)
Temporary Global Note Exchange for Permanent Global Note.
(a)
The Notes are initially represented by a temporary global note (the "Temporary
Global Note") without coupons. The Temporary Global Note will be exchangeable
for Notes in the Original Principal Amount represented by a permanent global note
(the "Permanent Global Note" and, together with the Temporary Global Note, the
"Global Notes") without coupons; any claim for distribution payments under the
Notes is represented by the relevant Global Note. The Global Notes shall each be
signed by authorised representatives of the Issuer and shall each be authenticated
by or on behalf of the Fiscal Agent. Definitive Notes and coupons will not be issued.
(b)
The Temporary Global Note shall be exchangeable for the Permanent Global Note
in the form and subject to the conditions provided in § 1 (3)(a) above from a date
(the "Exchange Date") not earlier than 40 calendar days after the date of issuance
of the Temporary Global Note. Such exchange shall only be made to the extent that
certifications have been delivered to the effect that the beneficial owner or owners of
the Notes represented by the Temporary Global Note is (are) not (a) U.S. person(s)
(other than certain financial institutions or certain persons holding Notes through
such financial institutions). Payment of distributions on Notes represented by a
Temporary Global Note will be made only after delivery of such certifications.
A separate certification shall be required in respect of each such payment of
distributions. Any such certification received on or after the 40th calendar day after
the date of issuance of the Temporary Global Note will be treated as a request to
exchange such Temporary Global Note pursuant to § 1 (3)(b). Any securities
delivered in exchange for the Temporary Global Note shall be delivered only outside
of the United States (as defined in § 6 (5)).
(4)
Clearing System. The Global Note(s) will be kept in custody by or on behalf of a Clearing
System until all obligations of the Issuer under the Notes have been satisfied. "Clearing
System" means each of Clearstream Banking, S.A., Luxembourg, 42 Avenue J.F. Kennedy,
LU-1855 Luxembourg, Grand Duchy of Luxembourg ("CBL") and Euroclear Bank SA/NV, 1
Boulevard du Roi Albert II, B-1210 Brussels, Belgium ("Euroclear" and, together with CBL,
the "ICSDs") and any successor in such capacity. The Notes shall be kept in custody by a
common depositary on behalf of both ICSDs.
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(5)
Holder of Notes. "Holder" means any holder of a proportionate co-ownership or other
comparable right in the Global Note which may be transferred to a new Holder in accordance
with the provisions of the Clearing System.
(6)
Business Day. "Business Day" means a calendar day (other than a Saturday or a Sunday)
on which the Trans-European Automated Real-time Gross Settlement Express Transfer
System 2 or its successor ("TARGET") is open.
§ 2
STATUS
(1)
Ranking. The Notes constitute direct, unsecured and subordinated obligations of the Issuer
and constitute AT 1 Instruments (as defined below).
In the insolvency or liquidation of the Issuer, the obligations of the Issuer under the Notes
will rank:
(i)
junior to all present or future: (a) unsubordinated instruments or obligations of the
Issuer; and (b) (x) obligations under any Tier 2 Instruments (as defined below); and
(y) all other instruments or obligations of the Issuer ranking or expressed to rank
subordinated to the unsubordinated obligations of the Issuer (other than instruments
or obligations ranking or expressed to rank pari passu with or subordinated to the
Notes);
(ii)
pari passu: (a) among themselves; and (b) with all other present or future instruments
or obligations ranking or expressed to rank pari passu with the Notes; and
(iii)
senior to all present or future: (a) ordinary shares of the Issuer and any other CET 1
Instruments (as defined below); and (b) all other subordinated instruments or
obligations of the Issuer ranking or expressed to rank: (x) subordinated to the
obligations of the Issuer under the Notes; or (y) pari passu with the ordinary shares
of the Issuer and any other CET 1 Instruments.
For the avoidance of doubt, Holders will not participate in any reserves of the Issuer in the
event of its liquidation.
The rights of the Holders of the Notes to payment of principal on the Notes are at any time
limited to a claim for the prevailing Current Principal Amount (as defined in § 5 (8)(c)).
(2)
No Negative Equity and Waiver of Petition. The Holders will be entitled to payments, if any,
under the Notes only once any negative equity (negatives Eigenkapital within the meaning
of § 225(1) of the Austrian Enterprise Code (Unternehmensgesetzbuch UGB)) has been
removed (beseitigt) or if, in the event of the liquidation of the Issuer, all other creditors (other
than creditors the claims of which rank or are expressed to rank pari passu or junior to the
Notes) of the Issuer have been satisfied first.
No insolvency proceedings against the Issuer are required to be opened in relation to the
obligations of the Issuer under the Notes. The Notes do not contribute to a determination
that the liabilities of the Issuer exceeds its assets; therefore the obligations of the Issuer
under the Notes, if any, will not contribute to the determination of over-indebtedness
(Überschuldung) in accordance with § 67(3) of the Austrian Insolvency Code
(Insolvenzordnung IO).
(3)
No Set-off, Netting or Security. Claims of the Issuer are not permitted to be set-off or netted
against repayment obligations of the Issuer under these Notes. No contractual collateral may
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be provided by the Issuer or any third person for the liabilities constituted by the Notes. The
Notes are neither secured nor subject to a guarantee that enhances the seniority of the
claims under the Notes. The Notes are not subject to any arrangement, contractual or
otherwise, that enhances the seniority of the claims under the Notes in insolvency or
liquidation.
(4)
Definitions. In these Terms and Conditions:
"AT 1 Instruments" means any (directly or indirectly issued) capital instruments of the Issuer
that qualify as Additional Tier 1 instruments pursuant to Article 52 CRR, including any capital
instruments that qualify as Additional Tier 1 instruments pursuant to transitional provisions
under the CRR.
"CET 1 Instruments" means any capital instruments of the Issuer that qualify as Common
Equity Tier 1 instruments pursuant to Article 28 CRR.
"CRR" means the Regulation (EU) No 575/2013 of the European Parliament and of the
Council of 26 June 2013 on prudential requirements for credit institutions and investment
firms and amending Regulation (EU) No 648/2012 (Capital Requirements Regulation), as
amended or replaced from time to time, and any references in these Terms and Conditions
to any relevant Articles of the CRR include references to any applicable provisions of law
amending or replacing such Articles from time to time.
"Tier 2 Instruments" means any (directly or indirectly issued) capital instruments of the
Issuer that qualify as Tier 2 instruments pursuant to Article 63 CRR, including any capital
instruments that qualify as Tier 2 instruments pursuant to transitional provisions under the
CRR.
(5)
Note on the possibility of statutory resolution measures. Prior to any insolvency or liquidation
of the Issuer, under bank resolution laws applicable to the Issuer from time to time, the
competent resolution authority may write down (including to zero) the obligations of the
Issuer under the Notes, convert them into shares or other instruments of ownership of the
Issuer or apply any other resolution measure, including (but not limited to) any transfer of
the obligations to another entity, an amendment of the Terms and Conditions or a
cancellation of the Notes.
§ 3
DISTRIBUTIONS
(1)
Distribution Rates and Distribution Payment Dates. The Notes shall bear distributions on the
Current Principal Amount (as defined below) at the rate of 5.125 per cent. per annum (the
"First Rate of Distributions") from and including 12 March 2019 (the "Distribution
Commencement Date") to but excluding 15 October 2025 (the "First Reset Date") and
thereafter at the relevant Reset Rate (as determined according to § 3 (4)) from and including
each Reset Date to but excluding the next following Reset Date. With the exception of the
first payment of distributions, distributions shall be scheduled to be paid semi-annually in
arrear on 15 April and 15 October in each year (each such date, a "Distribution Payment
Date"), commencing on 15 October 2019 (long first coupon).
Distributions will fall due subject to the provisions set out in § 4 (4) and § 5 (8).
(2)
Calculation of Amount of Distributions. If the amount of distributions scheduled to be paid
under the Notes is required to be calculated for any period of time such amount of
distributions for any Distribution Period shall be calculated by the Calculation Agent by
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applying the First Rate of Distributions to the Current Principal Amount and if the amount of
distributions payable under the Notes is required to be calculated for any Distribution Period
falling in any Reset Period, such amount of distributions shall be calculated by the
Calculation Agent by applying the applicable Reset Rate to the Current Principal Amount, in
each case multiplying such amount by the applicable Day Count Fraction (as defined below),
and rounding the resultant figure to the nearest sub-unit of the Specified Currency, half of
such sub-unit being rounded upwards or otherwise in accordance with the applicable market
convention.
If a Write-down (as defined in § 5 (8)) occurs during any Distribution Period, unpaid
distributions accrued on the Current Principal Amount to but excluding the Effective Date (as
defined in § 5 (8)) are cancelled in accordance with § 3 (6)(c), the Notes shall bear
distributions on the adjusted Current Principal Amount from and including the Effective Date.
If, pursuant to § 5 (9), the Current Principal Amount of the Notes is subject to a Write-up,
during a Distribution Period, the amount of distributions shall be calculated by the Calculation
Agent on the basis of the adjusted Current Principal Amount from time to time so that the
relevant amount of distributions is determined by reference to such Current Principal Amount
as adjusted from time to time and as if such Distribution Period were comprised of two or
(as applicable) more consecutive distribution periods, with distribution calculations based on
the number of days for which each Current Principal Amount was applicable.
"Distribution Period" means the period from and including the Distribution Commencement
Date to but excluding the first Distribution Payment Date and each successive period from
and including a Distribution Payment Date to but excluding the next succeeding Distribution
Payment Date.
(3)
Day Count Fraction. "Day Count Fraction" means, in respect of the calculation of an amount
of distributions on any Note for any period of time (the "Calculation Period"):
(i)
if the Calculation Period is equal to or shorter than the Determination Period during
which the Calculation Period ends, the number of calendar days in such Calculation
Period divided by the product of: (x) the number of calendar days in such
Determination Period; and (y) the number of Determination Dates (as specified
below) that would occur in one calendar year; or
(ii)
if the Calculation Period is longer than the Determination Period during which the
Calculation Period ends, the sum of:
(A)
the number of calendar days in such Calculation Period falling in the
Determination Period in which the Calculation Period begins divided by the
product of: (x) the number of calendar days in such Determination Period;
and (y) the number of Determination Dates that would occur in one calendar
year; and
(B)
the number of calendar days in such Calculation Period falling in the next
Determination Period divided by the product of: (x) the number of calendar
days in such Determination Period; and (y) the number of Determination
Dates that would occur in one calendar year.
Where:
"Determination Period" means the period from and including a Determination Date to but
excluding the next Determination Date (including, where the Distribution Commencement
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Date is not a Determination Date, the period commencing on the first Determination Date
prior to the Distribution Commencement Date, and where the final Distribution Payment Date
is not a Determination Date, the first Determination Date falling after the final Distribution
Payment Date, as the case may be).
"Determination Date" means 15 April and 15 October in each year. The number of
Determination Dates per calendar year is two (2).
(4)
Determination of the Reset Rate.
(a)
Reset Rate. The rate of distributions for each Reset Period (each a "Reset Rate")
shall be the sum of: (x) the Reference Rate (as defined below); and (y) the Margin
(as defined below) such sum converted from an annual basis to a semi-annual basis
in accordance with market convention.
"Reference Rate" in respect of each Reset Period means the annual swap rate
(expressed as a percentage) for swap transactions in the Specified Currency with a
term of five years, which appears on the Screen Page (as defined below) as of 11.00
a.m. (Frankfurt time) on the relevant Reset Determination Date (as defined below),
all as determined by the Calculation Agent (as specified in § 6 (1)).
If the Screen Page is unavailable or if the Reference Rate does not appear on the
Screen Page as at such time on the relevant Reset Determination Date, the
Calculation Agent shall request the principal office of each Reference Bank (as
defined below) to provide the Calculation Agent with its mid-market swap rate
quotation (expressed as a percentage rate) at approximately 11.00 a.m. (Frankfurt
time) on the relevant Reset Determination Date.
"Mid-market swap rate" means the arithmetic mean of the bid and offered rates for
the annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for-floating
interest rate swap transaction in the Specified Currency with a term of five years and
in an amount that is representative of a single transaction in the relevant market at
the relevant time with an acknowledged dealer of good credit in the swap market,
where the floating leg, in each case calculated on an Actual/360 day count basis, is
based on 6-month EURIBOR (or such other reference rate as is used in accordance
with the customary market practice at such time).
If three or more of the Reference Banks provide the Calculation Agent with such
rates, the Reference Rate for the relevant Reset Period shall be deemed to be the
arithmetic mean (rounded if necessary to the nearest one hundred-thousandth of a
percentage point, with 0.000005 being rounded upwards) of such rates eliminating
the highest rate (or, in the event of equality, one of the highest) and the lowest rate
(or, in the event of equality, one of the lowest), all as determined by the Calculation
Agent.
If the Reference Rate cannot be determined in accordance with the foregoing
provisions of this definition of the term "Reference Rate", the Reference Rate for the
relevant Reset Period shall be deemed to be the rate determined by the Calculation
Agent in its reasonable discretion (§ 315 of the German Civil Code); the Calculation
Agent shall take general market practice into account when determining such rate.
"Margin" means 4.851 per cent. per annum.
Where:
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"German Civil Code" means the German Civil Code (Bürgerliches Gesetzbuch
BGB), as amended or replaced from time to time, and any references in these Terms
and Conditions to any relevant paragraphs of the German Civil Code include
references to any applicable provisions of law amending or replacing such provisions
from time to time.
"Reference Banks" means five leading swap dealers in the interbank market.
"Reset Date" means the First Reset Date and each fifth anniversary thereof for as
long as the Notes remain outstanding.
"Reset Period" means the period from and including a Reset Date to but excluding
the next following Reset Date.
"Reset Determination Date" means the second Business Day (as defined in § 1
(6)) prior to any Reset Date.
"Screen Page" means Reuters Screen Page ICESWAP2 under the heading
"EURIBOR BASIS - EUR" and above the caption "11:00AM FRANKFURT" or the
successor page displayed by the same information provider or any other information
provider nominated by the Calculation Agent as the replacement information provider
for the purposes of displaying the Reference Rate.
(b)
Notification of Reset Rate. The Calculation Agent will cause the Reset Rate to be
notified to the Issuer, any stock exchange on which the Notes are from time to time
listed (if required by the rules of such stock exchange) and to the Holders in
accordance with § 10 as soon as possible after its determination.
(c)
Benchmark Replacement. Notwithstanding the provisions above in this § 3, if the
Calculation Agent (in consultation with the Issuer) determines that the Reference
Rate has ceased to be published on the Screen Page as a result of the Reference
Rate and/or the 6-month EURIBOR (the "Mid-Swap Floating Leg Benchmark
Rate") ceasing to be calculated or administered, then the following provisions shall
apply:
(i)
the Issuer shall use reasonable endeavours to appoint an Independent
Adviser (as defined below) to determine in the Independent Adviser's
reasonable discretion an alternative rate (the "Alternative Benchmark
Rate") and an alternative screen page or source (the "Alternative Screen
Page") no later than three Business Days prior to the Reset Determination
Date relating to the next succeeding Reset Period (the "IA Determination
Cut-off Date") for purposes of determining the Reference Rate for all future
Reset Periods (subject to the subsequent operation of this § 3(4)(c));
(ii)
the Alternative Benchmark Rate shall be such rate as the Independent
Adviser determines in its reasonable discretion has replaced the Reference
Rate in customary market usage for purposes of determining a five years
mid-swap rate denominated in the Specified Currency or, if the Independent
Adviser determines in its reasonable discretion that there is no such rate,
such other rate as the Independent Adviser determines in its reasonable
discretion is most comparable to the Reference Rate, and the Alternative
Screen Page shall be such page of an information service as displays the
Alternative Benchmark Rate;
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