Obligation Banca BPM 6.742% ( XS0223454512 ) en EUR

Banca BPM

100 % ⇌

Italie

XS0223454512 ( en EUR )

6.742% par an ( paiement annuel )

03/07/2015 - Obligation échue

Prospectus brochure de l'obligation Banco BPM XS0223454512 en EUR 6.742%, échue

Banco BPM est une banque italienne résultant de la fusion entre Banco Popolare et Banca Popolare di Milano, offrant une large gamme de services bancaires aux particuliers, entreprises et institutions publiques.

L'obligation italienne émise par Banco BPM (ISIN : XS0223454512), d'une valeur nominale de 100 EUR, offrant un taux d'intérêt de 6,742% et échéant le 03/07/2015, a été intégralement remboursée à sa maturité.

Banca Popolare di Lodi Investor Trust III
500,000 Non-cumulative Guaranteed Fixed/Floating Rate Perpetual Trust Preferred Securities
(liquidation preference 1,000 per Trust Preferred Security)
representing a corresponding amount of
Non-cumulative Guaranteed Fixed/Floating Rate Perpetual LLC Preferred Securities of
Banca Popolare di Lodi Capital Company III LLC
guaranteed on a subordinated basis by
Banca Popolare Italiana S.c.a r.l.
11111111111111
Each non-cumulative guaranteed fixed/floating rate perpetual trust preferred security (a "Trust Preferred Security", and
collectively, the "Trust Preferred Securities") issued by Banca Popolare di Lodi Investor Trust III (the "Trust")
represents an undivided beneficial ownership interest in the assets of the Trust. The Trust Preferred Securities will be
perpetual, will be denominated in euro and will have a fixed rate of cash distributions of 6.742 per cent. per annum of
the liquidation preference until June 30, 2015. After June 30, 2015, the Trust Preferred Securities will have a floating
rate of cash distributions equal to 5.25 per cent. per annum above the Euro Interbank Offered Rate for three-month euro
deposits on the liquidation preference as described in this Offering Circular. The assets of the Trust will consist of a
corresponding amount of non-cumulative guaranteed fixed/floating rate perpetual preferred limited liability company
interests (the "LLC Preferred Securities" and, together with the Trust Preferred Securities, the "Preferred Securities") in
Banca Popolare di Lodi Capital Company III LLC (the "LLC").
Dividends and redemption and liquidation payments paid by the LLC on the LLC Preferred Securities will be used by
the Trust to make cash distributions on the Trust Preferred Securities.
Banca Popolare Italiana S.c.a r.l., formerly called "Banca Popolare di Lodi S.c.a r.l.", (the "Bank" or the "Guarantor")
will guarantee on a subordinated basis all payments in respect of the LLC Preferred Securities and the Trust Preferred
Securities to the extent described in this Offering Circular and in the Subordinated Guarantees (as defined below).
Except as otherwise provided in this Offering Circular, the LLC will directly own all of the common securities of the
Trust, and the Bank will directly own all of the common securities of the LLC.
11111111111111
See "Investment Considerations" beginning on page 30 for a discussion of certain risks relating to an investment
in the Trust Preferred Securities.
Application has been made to list the Trust Preferred Securities on the Luxembourg Stock Exchange.
Offering Price: 1,000 per Trust Preferred Security plus accrued dividends, if any, from the date the Trust Preferred
Securities are issued.
11111111111111
The Preferred Securities are expected to be assigned on issue a rating of BBB- by Fitch Ratings Limited ("Fitch") and
Baa3 (under review for possible downgrade) by Moody's Investors Service Limited ("Moody's). The Bank was placed
on negative credit watch by Fitch on April 29, 2005 and placed on review for possible downgrade by Moody's on
May 13, 2005. Investors should be aware that the ratings on the Preferred Securities are subject to change. See
"Investment Considerations--Ratings" and "The Bank and the BPI Group--Recent Developments" for a discussion of
certain risks that could have a material adverse effect on the ratings of the Preferred Securities and the Bank.
None of the Preferred Securities or the Subordinated Guarantees (as defined below) have been or will be registered
under the United States Securities Act of 1933, as amended (the "Securities Act"), or any U.S. state securities laws. The
Preferred Securities may not be offered or sold within the United States or to, or for the account of, U.S. persons (as
defined in Regulation S under the Securities Act ("Regulation S")), except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws.
The Trust Preferred Securities are being offered and sold only outside the United States in compliance with Regulation
S and the applicable laws of the jurisdictions where those offers and sales occur. See "Subscription and Sale."
The Trust Preferred Securities will be represented on issue by a single global certificate in registered form (the "Global
Certificate"). The Global Certificate will be registered in the name of a nominee for, and will be deposited with, a
common depositary for Euroclear Banking S.A./N.V. as operator of the Euroclear system ("Euroclear") and Clearstream
Banking, société anonyme ("Clearstream, Luxembourg") on or around June 30, 2005.
Joint Bookrunner,
Lead Manager and Structuring Adviser
Joint Bookrunner and
BNP PARIBAS
Joint Bookrunner and
Lead Manager
Lead Manager
DRESDNER KLEINWORT
THE ROYAL BANK
WASSERSTEIN
OF SCOTLAND
June 29, 2005

This Offering Circular shall not constitute an offer or an invitation to subscribe for or purchase any
Trust Preferred Securities and should not be considered as a recommendation by the Bank, the Trust,
the LLC or the Lead Managers or any of them that any recipient of this Offering Circular should
subscribe for or purchase any Trust Preferred Securities. Each recipient of this Offering Circular shall
be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of
the Bank, the Trust and the LLC. In making an investment decision, prospective investors must rely
on their own examination of the Bank, the Trust, the LLC and the terms of this offering, including the
merits and risks involved. Prospective investors should satisfy themselves that they understand all the
risks associated with making investments in the Trust Preferred Securities. If prospective investors are
in any doubt whatsoever as to the risks involved in investing in the Trust Preferred Securities, they
should consult their professional advisers.
No person has been authorized to give any information or to make any representations other than those
contained in this Offering Circular and, if given or made, such information or representation must not be
relied upon as having been authorized by the Bank, the Trust, the LLC or any of the Lead Managers (as
defined under "Certain Defined Terms"). Neither the delivery of this Offering Circular nor any subscription,
sale or purchase made in connection herewith shall, in any circumstances, create any implication that there
has been no change in the affairs of the Bank, the Trust or the LLC since the date hereof or that the
information contained herein is correct as of any time after its date.
The Bank, the Trust and the LLC, having made all reasonable inquiries, confirm that the information
contained in this Offering Circular with regard to the Bank, the Trust and the LLC is true and accurate in all
material respects, that the opinions and intentions expressed herein are honestly held, and that there are no
other facts the omission of which would make this Offering Circular as a whole or any of such information
or the expression of any such opinions or intentions misleading in any material respect in the context of the
issue and offering of the Trust Preferred Securities. Each of the Bank, the Trust and the LLC accepts
responsibility accordingly.
Restrictions on Offers and Sales
This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any securities
and may not be used for the purpose of an offer to sell or the solicitation of an offer to buy in any
circumstances in which such offer or solicitation is unlawful.
The distribution of this document and the offering of the Trust Preferred Securities in certain jurisdictions
may be restricted by law. Persons into whose possession this document comes are required by the Bank, the
Trust, the LLC and the Lead Managers to inform themselves about, and to observe, these restrictions.
No action has been taken as a matter of the laws of any jurisdiction to permit the public offering of the Trust
Preferred Securities in any jurisdiction. Accordingly, the Trust Preferred Securities may not be offered or
sold, directly or indirectly, and this Offering Circular may not be distributed, in any jurisdiction, except in
accordance with the legal requirements applicable in that jurisdiction. In particular, the Trust Preferred
Securities have not been, and will not be, registered under the Securities Act and may not be offered or sold
within the United States or to, or for the account of, U.S. persons (as defined in Regulation S), except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act and applicable U.S. state securities laws. Further information with regard to restrictions on
offers and sales of the Trust Preferred Securities and the distribution of this Offering Circular is set out under
"Subscription and Sale."
The Trust Preferred Securities are not deposits or other obligations of the Bank and are not insured by any
governmental agency.
Until 40 days after the commencement of this offering, an offer or sale by any dealer (whether or not
participating in this offering) of the Trust Preferred Securities may violate the registration requirements of
the Securities Act if such offer or sale is made in the United States or to, or for the account or benefit of, any
U.S. person (as defined in Regulation S).
2

The offering of the Trust Preferred Securities has not been submitted to the clearance procedure of the
Commissione Nazionale per la Società e la Borsa ("CONSOB"), the Italian securities authority, pursuant to
Italian securities legislation and, accordingly, no Trust Preferred Securities may be offered, sold or delivered,
nor may copies of the Offering Circular or of any other document relating to the Trust Preferred Securities
be distributed in the Republic of Italy, except as described herein. See "Subscription and Sale."
The Trust reserves the right to reject any offer to purchase, in whole or in part, for any reason, or to sell less
than the full amount of the Trust Preferred Securities offered hereby.
IN CONNECTION WITH THIS OFFERING, BNP PARIBAS, AS STABILIZING MANAGER (THE
"STABILIZING MANAGER") (OR ANY PERSON ACTING FOR THE STABILIZING MANAGER)
MAY OVER-ALLOT OR EFFECT TRANSACTIONS (PROVIDED THAT THE AGGREGATE
PRINCIPAL AMOUNT OF THE TRUST PREFFERED SECURITIES ALLOTTED DOES NOT
EXCEED 105 PER CENT. OF THEIR AGGREGATE PRINCIPAL AMOUNT) OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE TRUST
PREFFERED SECURITIES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE
PREVAIL. HOWEVER, IN DOING SO, THE STABILIZING MANAGER (OR ANY AGENT OF
THE STABILIZING MANAGER) SHALL ACT AS PRINCIPAL AND NOT AS AGENT OF THE
ISSUER, THE LLC OR THE BANK. FURTHERMORE, THERE IS NO OBLIGATION ON THE
STABILIZING MANAGER (OR ANY PERSONS ACTING ON BEHALF OF THE STABILIZING
MANAGER) TO UNDERTAKE STABILIZATION ACTION. SUCH STABILIZING, IF
COMMENCED, MAY BE ENDED AT ANY TIME AND MUST END NO LATER THAN THE
EARLIER OF (I) 30 DAYS AFTER THE ISSUE DATE OF THE TRUST PREFFERED SECURITIES
AND (II) 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE TRUST PREFERRED
SECURITIES. SUCH STABILIZING SHALL BE CONDUCTED IN ACCORDANCE WITH ALL
APPLICABLE LAWS AND RULES. ANY LOSS OR PROFIT SUSTAINED AS A CONSEQUENCE
OF ANY SUCH OVER ALLOTMENT OR STABILIZING SHALL BE FOR THE ACCOUNT OF
THE STABILIZING MANAGER. THE STABILIZING MANAGER ACKNOWLEDGES THAT THE
ISSUER HAS NOT AUTHORIZED THE CREATION AND ISSUE OF IN EXCESS OF 500,000
TRUST PREFFERED SECURITIES.
3

CERTAIN DEFINED TERMS
In this Offering Circular and unless otherwise specified, references to the "Bank" are to Banca Popolare
Italiana S.c.a r.l., and references to the "BPI Group" are to the Bank and its subsidiaries; references to "Banca
Popolare di Lodi S.c.a r.l." and to the "BPL Group" in "Financial Statements and Auditors' Reports" are to
the Bank and to the BPI Group prior to the change of the Bank's name, effective June 27, 2005; references
to "Italy" are to the Republic of Italy; references to laws and regulations are to the laws and regulations as
amended and supplemented from time to time; references to "EU" are to the European Union; references to
"" or "euro" are to the single currency introduced at the start of the third stage of the European Economic
and Monetary Union pursuant to the Treaty establishing the European Community; references to "billions"
are to thousands of millions; and references to the "Lead Managers" are to BNP Paribas ("BNP Paribas"),
Dresdner Bank AG London Branch ("Dresdner Kleinwort Wasserstein"), and The Royal Bank of Scotland
plc ("The Royal Bank of Scotland").
4

FORWARD-LOOKING STATEMENTS
Certain sections of this Offering Circular, including, among others, "Investment Considerations",
"Summary" and "The Bank and the BPI Group" contain various forward-looking statements which represent
management's expectations or beliefs concerning future events and are subject to known and unknown risks
and uncertainties. Forward-looking statements can be identified by, among other things, the use of forward-
looking terminology such as "believes", "estimates", "expects", "may", "should", "seeks", "anticipates" or
"intends" or other similar expressions or by discussions of strategy or intentions. A number of factors,
including the investment considerations noted under "Investment Considerations" and other risks and
uncertainties noted throughout the Offering Circular, could cause actual results, performance or events to be
materially different from those expressed or implied by such forward-looking statements. These factors
include, but are not limited to, the following: the competitive environment in the business of the Bank and
BPI Group in general and in the BPI Group's specific market segments; changes in or failure to comply with
applicable regulations; economic conditions in general and in the BPI Group's specific market segments;
changes in operating strategy or development plans and other factors referenced herein including under the
heading "Investment Considerations". Given these uncertainties, prospective investors are cautioned not to
place undue reliance on such forward-looking statements. The BPI Group does not have any obligation to
release publicly any revisions to any forward-looking statement to reflect events, circumstances or
unanticipated events occurring after the date of this Offering Circular.
5

INCORPORATION BY REFERENCE
The following documents are incorporated by reference in, and form part of, this Offering Circular:
(i)
the audited consolidated annual financial statements of the Bank as at and for the years ended
December 31, 2003 and 2004;
(ii)
the audited non-consolidated annual financial statements of the Bank as at and for the years ended
December 31, 2003 and 2004; and
(iii)
the unaudited consolidated interim financial statements of the Bank as at and for the three months
ended March 31, 2005.
A copy of any or all of the documents incorporated herein by reference will be available free of charge from
the principal office in Luxembourg of Dexia Banque Internationale à Luxembourg S.A., at 69, Route d'Esch,
L-2953 Luxembourg, Grand Duchy of Luxembourg (the "Luxembourg Listing Agent") so long as the Trust
Preferred Securities are listed on the Luxembourg Stock Exchange. (See "General Listing Information
Notices").
6

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
The financial information contained in this Offering Circular is provided in accordance with the financial
information disclosure requirements currently in force in Italy as established by CONSOB, Italian law and
the rules of the Consiglio Nazionale dei Dottori Commercialisti and the Consiglio Nazionale dei Ragionieri,
the Italian accounting professional bodies. There can be no assurance that such disclosure requirements and
accounting rules are equivalent to, or sufficient for the purposes of, those currently in force in other
jurisdictions, or that the application of the financial information disclosure requirements and accounting
rules of other jurisdictions to the BPI Group would not have resulted in the disclosure of financial
information or data materially different from that contained in this Offering Circular.
Unless otherwise indicated, financial data is presented in euro. For the convenience of the reader in this
Offering Circular, most financial data has been rounded. As a result of this rounding, the totals of the data
presented herein may vary slightly from the actual arithmetic totals of such data. In the tables herein, a dash
(" ") represents no value while the numbers "0", "0.0" or "0.00" (or "(0)," "(0.0)") represent rounded
amounts. Additionally, percentage figures that would otherwise be derived by dividing by zero have also
been represented by a dash.
7

TABLE OF CONTENTS
Page No.
Summary ......................................................................................................................................
9
Investment Considerations ............................................................................................................
30
Use of Proceeds ............................................................................................................................
36
Capitalization and Capital Adequacy............................................................................................
37
Summary Consolidated Financial Information ............................................................................
39
The Bank and the BPI Group ......................................................................................................
41
Regulation and Supervision ..........................................................................................................
74
Banca Popolare di Lodi Investor Trust III ....................................................................................
83
Banca Popolare di Lodi Capital Company III LLC......................................................................
85
Description of the Trust Securities ..............................................................................................
87
Description of the LLC Securities ................................................................................................
101
Description of the Initial Derivative Contract ..............................................................................
110
Description of the Subordinated Guarantees ................................................................................
112
Description of the Eligible Investments........................................................................................
116
Taxation ........................................................................................................................................
118
Subscription and Sale....................................................................................................................
129
General Listing Information ........................................................................................................
132
ANNEX A Financial Statements and Auditors' Reports ..............................................................
134
8

SUMMARY
This summary does not contain all the information that may be important to prospective investors, who
should read the entire Offering Circular carefully before deciding to purchase any Trust Preferred Securities.
Special attention should be paid to the "Investment Considerations" section to determine whether an
investment in the Trust Preferred Securities is appropriate to that investor. For a more complete description
of the terms of the Trust Preferred Securities, the LLC Preferred Securities, the Derivative Contracts, the
Subordinated Guarantees and the Subordinated Deposits referred to in the following summary, see
"Description of the Trust Securities," "Description of the LLC Securities," "Description of the Initial
Derivative Contract," "Description of the Subordinated Guarantees" and "Description of the Eligible
Investments" and the documents described therein. Capitalized terms used and not otherwise defined below
have the respective meanings given to those terms under those headings.
Introduction
Explanatory Diagram
The diagram below outlines the relationship among investors in the Trust Preferred Securities, the Trust, the
LLC and the Bank following the completion of the offering:
Bank
Trust
Subordinated
Subordinated
LLC Subordinated
Deposits
Guarantee
Interest
Guarantee
LLC Common
Fee
Securities and
LLC
Derivative
Preferred Securities
Contracts
Trust Preferred
Securities
Proceeds
Investors
LLC
Trust
Proceeds
Trust Common
Securities
Proceeds
General
The Trust Preferred Securities will provide investors with rights to distributions and redemption and
liquidation payments that are similar to those to which they would be entitled if they had purchased the most
senior ranking non-cumulative perpetual preferred securities issued directly by the Bank that have financial
terms equivalent to those of the LLC Preferred Securities.
The LLC will receive payments under the Subordinated Deposits (as defined below and which term includes
the Initial Subordinated Deposit (as defined below) and any renewals and replacements thereof, if any) and
other Eligible Investments (as defined below) and is expected to use these payments to pay dividends on the
LLC Preferred Securities.
The Trust will use any dividends, redemption payments or liquidation payments that it receives from the LLC
on the LLC Preferred Securities to make payments to the holders of the Trust Preferred Securities.
Under the Subordinated Guarantees (as defined below), the Bank will guarantee, on a subordinated basis, the
respective dividend, redemption and liquidation payment obligations of the LLC and the Trust under the LLC
Preferred Securities and the Trust Preferred Securities, respectively.
9

Under the Derivative Contracts (which term includes the Initial Derivative Contract, together with any
renewals or replacements thereof, if any), the LLC will become obligated to make payments to the Bank
upon the occurrence of certain events described below (see "Description of the Initial Derivative Contract").
The LLC will initially own all of the Trust Common Securities and the Bank will initially own all of the LLC
common securities (the "LLC Common Securities", and together with the LLC Preferred Securities, the
"LLC securities").
Capital Treatment
The LLC Preferred Securities are expected to qualify as consolidated Tier I capital of the Bank and the
Subordinated Deposits are expected to qualify as stand-alone Tier I capital of the Bank under the relevant
regulatory capital guidelines of the Bank of Italy.
The Bank and the BPI Group
The Bank is the parent company of the BPI Group and is registered on the Register of Italian Banking
Institutions. The BPI Group has a leading banking presence in Italy with significant operations in several
Italian regions. Headquartered in via Polenghi Lombardo 13, in Lodi (Lombardy), the BPI Group has
traditionally operated in the region of Lombardy and, since 1995, has expanded its operations to most regions
of Italy, including Tuscany, Sicily, Liguria and Abruzzo.
As at December 31, 2004, the BPI Group operated through its 970 branches in 17 Italian regions with a
network of 1,236 financial consultants (promotori finanziari). The BPI Group is also active in Switzerland,
through its subsidiary Bipielle Bank (Suisse) S.A., and in the United Kingdom, through the Bank's London
branch.
The BPI Group's business is composed predominantly of the provision of commercial banking products and
services. To complement its traditional banking activities, the BPI Group has, over the past several years,
expanded the financial products and services it offers to its customers through various fee-generating
activities. These activities include retail banking, investment banking, consumer lending, asset management,
inter-bank payment systems management and real estate services. Individuals, personal businesses and small
to medium-sized businesses constitute the core of the BPI Group's customer base.
As at December 31, 2004, the Bank was the third largest co-operative banking group in Italy in terms of
consolidated total assets (approximately 43,285 million) based on data from the Associazione delle Banche
Popolari Italiane (the Association of Italian Co-operative Banks). As at December 31, 2004, the Bank's
consolidated total net operating revenues were approximately 1,769.1 million, a 16.1 per cent. increase
from approximately 1,523.3 million in 2003.
The table below sets out the BPI Group's consolidated total assets, shareholders' equity and number of
branches of the BPI Group as at December 31, 2003 and 2004.
As at December 31,
1111111111113
2003
2004
111112
111112
(millions of euro)
Total assets....................................................................................................
44,070
43,285
Shareholders' equity ....................................................................................
2,774
2,729
Branches ......................................................................................................
935
970
The BPI Group's banking business consists of commercial banking, treasury activities, securities dealing,
brokerage activities, asset management, leasing and consumer lending. Through its subsidiary Efibanca
S.p.A. ("Efibanca"), the BPI Group is also active in medium- and long-term lending and merchant banking
activities.
The table below sets out the contribution of each business activity to the Bank's total consolidated operating
revenues for the years ended December 31, 2003 and 2004:
10