PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Covered Bonds 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 (EU) 2014/65 of the European Parliament and of the Council on markets in financial instruments (as amended, the "MiFID II"); or (ii) a customer within the meaning of Directive (UE) 2016/97 (as amended, the "Insurance Distribution 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 Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended or superseded, the "PRIIPs Regulation") for offering or selling the Covered Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Covered Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Covered Bonds 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 United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended by the European Union (Withdrawal Agreement) Act 2020) ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Covered Bonds, or otherwise making them available to retail investors in the UK, has been prepared and therefore offering or selling the Covered Bonds or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MIFID II product governance / target market investors - Solely for the purposes of each of the manufacturer's product approval process, the target market assessment in respect of the Covered Bonds has led to the conclusion that: (i) the target market for the Covered Bonds is eligible counterparties and professional clients only, each as defined in MIFID II; and (ii) all channels for distribution of the Covered Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Covered Bonds (a "distributor") should take into consideration the target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Covered Bonds (by either adopting or refining the target market assessment) and determining appropriate distribution channels.
UK MIFIR product governance / target market - Solely for the purposes of each of the manufacturer's product approval process, the target market assessment in respect of the Covered Bonds has led to the conclusion that:
-
the target market for the Covered Bonds is eligible counterparties and professional clients only, each as defined in MIFID II; and (ii) all channels for distribution of the Covered Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Covered
Bonds (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to UK MiFIR product governance rules set out in the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Covered Bonds (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
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Final Terms dated 31 January 2025
Banco di Desio e della Brianza S.p.A.
Issue of Euro 100,000,000 Fixed Rate Covered Bonds due 10 September 2029
(the "Tranche 2")
Guaranteed by
Desio OBG S.r.l.
under the Euro 3,000,000,000 Covered Bond (Obbligazioni Bancarie Garantite) Programme (the "Programme")
to be consolidated and form a single Series with the existing Euro 500,000,000 Fixed Rate Covered Bonds due 10 September 2029 issued on 10 September 2024 (the "Tranche 1" and, jointly with the Tranche 2, the "Series 5")
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the "Conditions") set forth in the base prospectus dated 10 July 2024 and the supplements to the base prospectus dated 26 August 2024 and 28 January 2025 which together constitute a base prospectus (the "Base Prospectus") for the purposes of the Regulation (EU) 2017/1129, (as amended from time to time, the "Prospectus Regulation"). This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of article 8.4 of the Prospectus Regulation. These Final Terms contain the final terms of the Covered Bonds and must be read in conjunction with such Base Prospectus as so supplemented in order to obtain all the relevant information. These Final Terms are available for viewing on the website of Euronext Dublin (www.euronext.com/en/markets/dublin). 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 supplements, is available for viewing on the website of Euronext Dublin (www.euronext.com/en/markets/dublin) and on the website of the Issuer at https://www.bancodesio.it/.
1. | (i) | Series Number: |
- Tranche Number:
- Date on which the Covered Bonds will be consolidated and form a single Series:
- Specified Currency or Currencies:
- Aggregate Nominal Amount:
- Series:
- Tranche 2:
- Issue Price:
5
2
Tranche 2 is expected to be consolidated and form a single Series with Tranche 1 not less than 40 calendar days after the Issue Date (such date being on or after 16 March 2025).
Euro
Euro 600,000,000
Euro 100,000,000
99.812% of the Aggregate Nominal Amount of the Tranche 2 plus 147 days' interest accrued from (and including) 10 September 2024 to (and excluding) the Issue Date. Such accrued interest is equal to Euro 1,208,219.18.
2
5. | (i) | Specified Denominations: |
- Calculation Amount:
- (i) Issue Date:
- Interest Commencement Date:
- Maturity Date:
-
Extended Maturity Date of Guaranteed Amounts corresponding to Final Redemption Amount under the Covered Bonds Guarantee:
Extended Instalment Date of Guaranteed Amounts corresponding to Covered Bond Instalment Amounts under the Covered Bond Guarantee: - Interest Basis:
- Redemption/Payment Basis:
- Change of interest
- Put/Call Options:
- Date of Board approval for issuance of the Tranche 2 and the extension of the Covered Bonds Guarantee granted in the context of the Programme to Tranche 2 respectively obtained:
Euro 100,000 plus integral multiples of Euro 1,000 (as referred to under Condition 3)
Euro 1,000
4 February 2025
10 September 2024, being the issue date of the Tranche 1
10 September 2029
10 September 2030
Not Applicable
3.000% per annum Fixed Rate from the Issue Date up to (and excluding) the Maturity Date
1 month EURIBOR plus 0.62% per annum Floating Rate from the Maturity Date up to (and excluding) the Extended Maturity Date
(further particulars specified in 14 and 15 below)
Subject to any purchase and cancellation or early redemption, the Covered Bonds will be redeemed on the Maturity Date at the Final Redemption Amount
Change of interest rate may be applicable in case payment of the Final Redemption Amount is deferred pursuant to Condition 7
- (Extension of maturity) Not Applicable
23 April 2024 with reference to the resolution of the Board of Directors of the Issuer approving the issue of the Tranche 2 and 28 January 2025 with reference to the resolution of the Board of Directors of the Guarantor approving the extention of the Covered Bond Guarantee to the Tranche 2
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14. | Fixed Rate Provisions | Applicable (as referred in Condition 5) |
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(i) | Rate(s) of Interest: | 3.000% per annum payable in arrear on each | |||
Interest Payment Date. | |||||
(ii) | Interest Payment Date(s): | 10 September of each year, from (and | |||
including) 10 September 2025 up to (and | |||||
including) the Maturity Date adjusted in | |||||
accordance with the Following Business Day | |||||
Convention | |||||
(iii) | Fixed Coupon Amount: | Euro 30 per Calculation Amount | |||
(iv) | Broken Amount(s): | Not Applicable | |||
(v) | Day Count Fraction: | Actual/Actual (ICMA) unadjusted | |||
15. | Floating Rate Provisions | Applicable (as referred to in Condition 7(b)) | |||
(i) | Interest Period(s): | Each period from (and including) the | |||
Maturity Date up to (and 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) | Interest Payment Dates: | Interest will be payable monthly in arrears | |||
on the 10th day of each month, from (and | |||||
including) 10 October 2029 up to (and | |||||
including) the Extended Maturity Date | |||||
adjusted in accordance with the Following | |||||
Business Day Convention. | |||||
(iv) | First Interest Payment Date: | 10 October 2029 | |||
(v) | Business Day Convention: | Following Business Day Convention | |||
(vi) | Manner in which the Rate(s) of | Screen Rate Determination | |||
Interest is/are to be determined: | |||||
(vii) | Party | responsible | for calculating | Not Applicable | |
the Rate(s) of Interest and/or | |||||
Interest Amount(s) (if not the | |||||
Paying Agent): | |||||
(viii) | Screen Rate Determination: | ||||
• | Reference Rate: | Reference Rate: 1 month EURIBOR | |||
• | Reference Banks | Not Applicable | |||
• | Interest | Determination | The 2nd TARGET2 Settlement Day prior to | ||
Date(s): | the commencement of each Interest Period | ||||
• | Relevant Screen Page: | REUTERS EURIBOR 01 | |||
• | Relevant Time: | 11.00 a.m. Brussels time | |||
• | Relevant Financial Centre: | Euro-zone | |||
(ix) | ISDA Determination: | Not Applicable | |||
(x) | Margin(s): | 0.62% per annum | |||
4 |
PART B - OTHER INFORMATION
1. LISTING AND ADMISSION TO TRADING
(i) | Listing | Official List of Euronext Dublin |
(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 Euronext Dublin with effect | ||
from the Issue Date. | ||
(iii) | Estimate of total expenses related | Euro 1,750 |
to admission to trading: |
2. RATINGS
Ratings: | The Covered Bonds to | be | issued are |
expected to be rated on the Issue Date | |||
Fitch Ratings Ireland Limited (Sede | |||
Secondaria Italiana): AA | |||
According to the definitions published by | |||
Fitch Ratings Ireland Limited (Sede | |||
Secondaria Italiana) on its website as of | |||
the date of these Final Terms, obligations | |||
rated "AA" are judged to be very high | |||
credit quality and denote expectations of | |||
very low credit risk. The capacity for | |||
payment of financial commitments is | |||
considered very strong and is not | |||
significantly vulnerable | to | foreseeable | |
events. |
Fitch Ratings Ireland Limited (Sede Secondaria Italiana) is established in the European Union and is registered under Regulation (EC) No 1060/2009 on credit rating agencies as amended by Regulation (EU) No 513/2011 and Regulation(EU) No. 462/2013 on credit rating agencies (as amended from time to time, the "EU CRA Regulation") as set out in the list of credit rating agencies registered in accordance with the EU CRA Regulation published on the website of the European Securities and Markets Authority pursuant to the EU CRA Regulation (for more information please visit the European Securities and Markets Authority webpage) on its website (at https://www.esma.europa.eu/supervision/credit-rating-agencies/risk)
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3. REASONS FOR THE OFFER - USE OF PROCEEDS
(i) Reasons for the offer - Use of proceeds | General funding purposes of the Desio | |
Group | ||
(ii) Estimated net amount of the proceeds | Euro 101,020,219.18 | |
4. | EUROPEAN COVERED BOND (PREMIUM) | |
LABEL | ||
European Covered Bond (Premium) Label in | Applicable | |
accordance with Article 129 of the CRR |
- INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER
Save for any fees payable to the Arranger, so far as the Issuer is aware, no person involved in the issue of the Covered Bonds has an interest material to the offer. The Arranger and its affiliates (including parent company) 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. - Fixed Rate Covered Bonds only - YIELD
Indication of yield: | 3.023% per annum calculated at the Issue |
Date on the basis of the Issue Price. It is | |
not an indication of future yield. |
- Floating Rate Covered Bonds only - HISTORIC INTEREST RATES Details of historic EURIBOR rates can be obtained from Reuters.
- OPERATIONAL INFORMATION
ISIN Code: | Temporary number IT0005634214. Tranche 2 | |||||
will be consolidated and become fungible with | ||||||
Tranche 1 not less than 40 calendar days after | ||||||
the Issue Date, such date being on or after 16 | ||||||
March | 2025. Upon | such | consolidation, | |||
Tranche 2 will have the same ISIN Code as | ||||||
Tranche 1 (being IT0005610941). | ||||||
Common Code: | Temporary | number 299735915. Tranche 2 | ||||
will | be | consolidated | and | become | ||
fungible | with Tranche 1 not less than 40 | |||||
calendar days after the Issue Date, such date | ||||||
being on or after 16 March | 2025. | Upon | ||||
such | consolidation, Tranche 2 will have the | |||||
same Common Code as Tranche 1 (being | ||||||
CFI | 290031184). | |||||
DTFSFB, as published | on | the website of | ||||
the Association of National Numbering | ||||||
Agencies ("ANNA") or alternatively sourced | ||||||
from | the | |||||
7 |
FISN
Any Relevant Clearing System(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s):
Delivery:
Names and Specified Offices of additional Paying Agent(s) (if any):
Deemed delivery of clearing system notices for the purposes of Condition
16 (Notices):
Intended to be held in a manner which would allow Eurosystem eligibility:
responsible National Numbering Agency that assigned the ISIN
BANCO DESIO/3 CB 20290910 SR5, as published on the website of the ANNA or alternatively sourced from the responsible National Numbering Agency that assigned the
ISIN
Euronext Securities Milan
Delivery against of payment
Not applicable
Any notice delivered to Covered Bondholders through the clearing systems will be deemed to have been given on the second business day after the day on which it was given to Euroclear and Clearstream.
Yes
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 Euronext Securities Milan in accordance with article 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 recognized 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.
DISTRIBUTION
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21. | (i) | Method of distribution: | Non-syndicated | ||
(ii) | If | syndicated, | names | of Not Applicable | |
Manager(s): | |||||
(iii) | Stabilising Manager(s) (if any): | Not Applicable | |||
22. | If non-syndicated, name of Arranger: | Commerzbank Aktiengesellschaft | |||
23. | U.S. Selling Restrictions: | Compliant with Regulation S under the U.S. | |||
Securities Act of 1933 |
- Prohibition of Sales to EEA Retail Applicable Investors:
- Prohibition of Sales to UK Retail Investors: Applicable
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