Bond Factsheet
UBS 4.850% Perpetual Corp (SGD)
UBS Group AG
Indicative
Full Lot
Bid Price 100.000
Change in Bid Price 0.100
Bid Yield (%) -
Change in Bid Yield
-
Ask Price 100.050
Change in Ask Price 0.100
Ask Yield (%) -
Change in Ask Yield
-
Indicative price as of 04 Sep 2024, 12:00am
Bond Issuer
UBS Group AG
Guarantor
-
Announcement Date
28 Aug 2019
Issue Date
04 Sep 2019
Maturity Date
Perpetual
Years to Maturity / Next Call
Perpetual / 0.410
Modified Duration
-
Issue / Reoffer Price
100.000
Issue / Reoffer Yield
4.850
Coupon Type
Variable
Annual Coupon Rate
4.850
Coupon Frequency
Semi Annually
Seniority
Junior Subordinated
Capital Structure
Junior Subordinated
Reference Rate
Reset Date: 04 Sep 2024 and every 5 years thereafter
Reset Rate: Prevailing 5Y SOR + the Margin (3.372%)
ISIN
CH0495570928
CUSIP
ZR3430447
Bond Currency
SGD
Total Issue Size
750,000,000
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
Loss Absorption
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 6.
(ii) A "Trigger Event" will have occurred if the Issuer gives the Holders a Trigger Event Write-down Notice in accordance with clause (b) of this Condition 6.
Viability Event
A "Viability Event" will have occurred if prior to an Alternative Loss Absorption Date (if any):
Please refer to Section 6 under "TERMS AND CONDITIONS OF THE NOTES " in the Listing Prospectus Dated 2 September 2019 for more information.
Contingent Write-down
If the Issuer has given a Write-down Notice in accordance with this Condition 6, then on the relevant Write-down Date,
(i) the full principal amount of, and any accrued and unpaid interest (whether or not due and payable) on, each Note will automatically be written down to zero, the Notes will be cancelled and all references to the principal amount of the Notes in these Terms and Conditions will be construed accordingly;
(ii) the Holders will be automatically deemed to have irrevocably waived their right to receive, and will no longer have any rights against the Issuer with respect to, repayment of the aggregate principal amount of, and payment of any accrued and unpaid interest on, the Notes written down pursuant to subclause (i) of this clause (d) ; and
(iii) all rights of any Holder for payment of any amounts under or in respect of the Notes (including, without limitation, any amounts arising as a result of, or due and payable upon the occurrence of, an Event of Default) will become null and void, irrespective of whether such amounts have become due and payable prior to the relevant Write-down Notice Date or the Write-down Date.
The Issuer is subject to the resolution regime under Swiss banking laws and regulations
The FINMA's resolution powers that may be exercised during restructuring proceedings with respect to UBS Group AG include the power to (i) transfer the assets, or portions thereof, together with debt and other liabilities, or portions thereof, and contracts, to another entity, (ii) stay (for a maximum of two business days) the termination of contracts to which UBS Group AG is a party, and/or the exercise of rights to terminate, netting rights, rights to enforce or dispose of certain types of collateral or rights to transfer claims, liabilities or certain collateral under contracts to which UBS Group AG is a party, and/or (iii) partially or fully convert into equity of UBS Group AG and/or write-down the obligations of UBS Group AG, including, if the Notes have not already been written-down pursuant to their terms, the Notes. Creditors, including Holders, will have no right to reject, or to seek the suspension of, any restructuring plan pursuant to which such resolution powers are exercised with respect to the Issuer. Holders will have only limited rights to challenge any decision to exercise resolution powers with respect to the Issuer or to have that decision reviewed by a judicial or administrative process or otherwise.
The FINMA has broad powers and significant discretion in the exercise of its powers in connection with a resolution proceeding. Certain categories of debt obligations, such as certain types of deposits, are protected. As a result, holders of obligations of UBS Group AG may have their obligations written down or converted into equity even though obligations ranking pari passu with or junior to such obligations are not written down or converted.
Deferral Interest Payment
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 4(j) will not constitute a default for any purpose (including, without limitation, Condition 10 (Events of Default) on the part of the Issuer. Any interest payment not paid by virtue of this Condition 4(j) will not accumulate or be payable at any time thereafter, and Holders will have no right thereto.
Dividend Stopper
The Issuer will be prohibited from making, in whole or in part, any payment of interest on the Notes (including, for the avoidance of doubt, any related Additional Amounts) on the relevant Interest Payment Date if and to the extent that:
(A) the amount of Distributable Items as at such Interest Payment Date is less than the sum of (1) the amount of such interest payment, plus (2) all other payments (other than redemption payments) made by UBS Group AG on or in respect of the Notes or any Parity Obligations or Junior Obligations since the balance sheet date of the Relevant Accounts and prior to such Interest Payment Date, plus (3) all payments (other than redemption payments) payable by UBS Group AG on such Interest Payment Date on or in respect of any Parity Obligations or Junior Obligations, in the case of each of clauses (1), (2) and (3), excluding any portion of such payments already accounted for in determining the amount of such Distributable Items; and/or
(B) UBS Group AG is not, or will not immediately after the relevant payment of interest be, in compliance with all applicable minimum capital adequacy requirements of the National Regulations on a consolidated (Finanzgruppe) basis (for the avoidance of doubt, it being understood that such minimum requirements will reflect any reduction in such requirements granted by the FINMA to the Group pursuant to the Capital Adequacy Ordinance); and/or
(C) the FINMA has required the Issuer not to make such interest payment.
The Issuer shall deliver a certificate signed by the Authorised Signatories to the Principal Paying Agent and shall give notice in accordance with Condition 12 (Notices) to the Holders, in each case as soon as practicable following any determination that interest is required to be cancelled pursuant to this subclause (j)(ii) or, where no such prior determination is made, promptly following any Interest Payment Date on which interest was scheduled to be paid if such interest is being cancelled in accordance with this subclause (j)(ii), to such effect setting out brief details as to the amount of interest being cancelled and the reason therefor. Failure to provide such certificate and notice will not have any impact on the effectiveness of, or otherwise invalidate, any such cancellation or give any Holder any rights as a result of such failure.
Cancellation of interest; prohibited interest
(i) The Issuer may, at its discretion, elect to cancel all or part of any payment of interest on the Notes (including, for the avoidance of doubt, any related Additional Amounts) that is otherwise scheduled to be paid on an Interest Payment Date. This subclause (j)(i) is without prejudice to the provisions of subclause (j)(ii) of this Condition 4. Non-payment of any amount of interest by the Issuer to the Principal Paying Agent will constitute evidence of cancellation of the relevant payment, whether or not notice of cancellation has been given by the Issuer.
Issuer Call
First Call Date: 04 Sep 2024
Additional Note
(i) Subject to clause (e) of this Condition 5, 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).
Alternative loss absorption
In the event of the implementation of any new, or amendment to or change in the interpretation of any existing, laws or components of National Regulations, in each case occurring after the Issue Date, that alone or together with any other law(s) or regulation(s) has, in the joint determination of UBS Group AG and the FINMA, the effect that clause (c) of this Condition 6 could cease to apply to the Notes without giving rise to a Regulatory Event, then the Issuer shall give notice to the Holders in accordance with Condition 12 (Notices) no later than five Business Days after such joint determination stating that such provisions will cease to apply from the date of such notice (the "Alternative Loss Absorption Date"), and from the date of such notice, such provisions will cease to apply to the Notes.
No Set-Off By Holders
Subject to applicable law, each Holder, by acceptance of any direct or beneficial interest in a Note, agrees that it will not, and waives its right to, exercise, claim or plead any right of set-off, compensation or retention with respect to any amount owed to it by the Issuer in respect of, or arising in connection with, the Notes.
No Conversion
Notwithstanding the powers of the FINMA under articles 25 et seq. of the FBA or pursuant to any successor or analogous Swiss law or regulation applicable to bank holding companies in Switzerland such as UBS Group AG, the Notes shall under no circumstances be converted into equity of the Issuer, and shall only absorb losses pursuant to these Terms and Conditions.
Bondsupermart strives to ensure the accuracy and relevance of the information provided here. If the information is not up-to-date or erroneous, we appreciate feedback to keep it accurate.
