UBS Group AG
Indicative
Full Lot
Indicative price as of 28 Nov 2023, 12:00am
Bond Issuer
UBS Group AG
Guarantor
-
Announcement Date
15 Nov 2018
Issue Date
28 Nov 2018
Maturity Date
Perpetual
Years to Maturity / Next Call
Perpetual / 0.143
Modified Duration
-
Issue / Reoffer Price
100.000
Issue / Reoffer Yield
5.875
Coupon Type
Variable
Annual Coupon Rate
5.875
Coupon Frequency
Semi Annually
Seniority
Junior Subordinated
Capital Structure
Junior Subordinated
Reference Rate
Reset Date: 28 Nov 2023 and every 5 years thereafter
Reset Rate: Prevailing 5-year SOR + 360.5 bps
ISIN
CH0447353704
CUSIP
AV6691225
Bond Currency
SGD
Total Issue Size
700,000,000
Min. Investment Quantity (Nominal)
SGD 250,000
Incremental Quantity (Nominal)
SGD 250,000
Bond Type
Corporate
Bond Sector
Financials
Bond Sub Sector
Banks
Issuer Credit Rating (S&P/ Fitch)
***/ A
Bond Credit Rating (S&P/ Fitch)
***/ BBB-
Shariah Compliant
No
Exchange Listed
Others
CONTINGENT WRITE-DOWN
(a) Trigger Event
(i) Upon the occurrence of a Trigger Event, a Contingent Write-down will occur on the Trigger Event Write-down Date in accordance with clause (d) of this Condition 7.
(ii) A "Trigger Event" will have occurred if the Issuer or the Guarantor gives the Holders a Trigger Event Write-down Notice in accordance with clause (b) of this Condition 7.
Viability Event
(i) Subject to clause (f) of this Condition 7, upon the occurrence of a Viability Event, (A) the Issuer or the Guarantor shall give notice to the Holders in accordance with Condition 13 (Notices) within three days of the date on which such Viability Event occurred, which notice shall (x) state that a Viability Event has occurred and a Contingent Write-down will take place and (y) specify the date on which the Contingent Write-down will take place, which date shall be no later than 10 Business Days after the date of such notice (such specified date, the "Viability Event Write-down Date", and such notice, a "Viability Event Write-down Notice"), and (B) a Contingent Write-down will occur on the Viability Event Write-down Date in accordance with clause (d) of this Condition 7.
(ii) A "Viability Event" will have occurred if prior to an Alternative Loss Absorption Date (if any):
(A) the FINMA has notified UBS Group AG in writing that it has determined a write-down of the Notes, together with the conversion or write-down, as applicable, of holders' claims in respect of all other capital instruments issued by, or other capital obligations (whether qualifying fully or partially for capital treatment) of, any member of the Group that, pursuant to their terms or by operation of law, are capable of being converted into equity or written down at that time, is, because customary measures to improve the Group Holding Company's capital adequacy are at the time inadequate or infeasible, an essential requirement to prevent the Group Holding Company from becoming insolvent, bankrupt, unable to pay a material part of its debts as they fall due or unable to carry on its business; or
(B) customary measures to improve the Group Holding Company's capital adequacy being at the time inadequate or infeasible, the Group Holding Company has received an irrevocable commitment of direct or indirect extraordinary support from the Public Sector (beyond customary transactions and arrangements in the ordinary course) that has, or imminently will have, the effect of improving the Group Holding Company's capital adequacy and without which, in the determination of (and as notified in writing by) the FINMA, the Group Holding Company would have become insolvent, bankrupt, unable to pay a material part of its debts as they fall due or unable to carry on its business.
Redemption due to a Regulatory Event
(i) Subject to clause (e) of this Condition 6, upon the occurrence of a Regulatory Event at any time after the Issue Date, the Issuer may elect, in its sole discretion, to redeem the Notes, in whole but not in part, on the relevant Redemption Date at their aggregate principal amount, together with any accrued and unpaid interest thereon to (but excluding) such Redemption Date.
(ii) A "Regulatory Event" will have occurred if any of the Notes ceases to be eligible in full to be (A) treated as Additional Tier 1 Capital, and/or (B) counted towards either the Going-Concern LR Requirement or the Going-Concern RWA Requirement (or both).
If practicable, the Issuer shall provide notice of any cancellation of interest (in whole or in part) pursuant to this subclause (j)(i) to the Holders on or prior to the relevant Interest Payment Date. If practicable, the Issuer shall endeavour to provide such notice at least five Business Days prior to the relevant Interest Payment Date. Failure to provide such notice will not have any impact on the effectiveness of, or otherwise invalidate, any such cancellation of interest, or give Holders any rights as a result of such failure.
Non-Cumulative Deferral
Payments of interest on the Notes are not cumulative. Notwithstanding any other provision in these Terms and Conditions, the cancellation or non-payment of any interest amount by virtue of this Condition 5(j) will not constitute a default for any purpose (including, without limitation, Condition 11 (Events of Default) on the part of the Issuer. Any interest payment not paid by virtue of this Condition 5(j) will not accumulate or be payable at any time thereafter, and Holders will have no right thereto.
Dividend Stopper
If, on any Interest Payment Date, any payment of interest scheduled to be made on such date is not made in full pursuant to subclause (j)(i) or subclause (j)(ii) of this Condition 5, the Issuer shall procure that UBS Group AG shall not, directly or indirectly,
(A) recommend to holders of Ordinary Shares that any dividend or other distribution in cash or in kind (other than in the form of Ordinary Shares) be paid or made on any Ordinary Shares; and
(B) redeem, purchase or otherwise acquire any Ordinary Shares other than as a Permitted Transaction,
in each case unless and until (x) the interest payment due and payable on the Notes on any subsequent Interest Payment Date has been paid in full (or an amount equal to the same has been paid in full to a designated third party trust account for the benefit of the Holders prior to payment by the trustee thereof to the Holders on such subsequent Interest Payment Date) or, if earlier, (y) all outstanding Notes have been cancelled in accordance with these Terms and Conditions.
First Call Date: 28 Nov 2023



