UBS Group AG
Indicative
Full Lot
Indicative price as of 02 Oct 2026, 4:33pm
Ask Yield to Worst
Bid Yield to Worst
Ask Yield to Maturity
Bid Yield to Maturity
Bond Issuer
UBS Group AG
Guarantor
-
Announcement Date
08 Nov 2023
Issue Date
13 Nov 2023
Maturity Date
Perpetual
Years to Maturity / Next Call
Perpetual / 7.115
Modified Duration
5.094 @ 02 Oct 2026
Issue / Reoffer Price
100.000
Issue / Reoffer Yield
9.250
Coupon Type
Variable
Annual Coupon Rate
9.250
Coupon Frequency
Semi Annually
Seniority
Junior Subordinated
Capital Structure
Additional Tier 1
Reference Rate
Reset Date: 13 Nov 2033 and every semi-annually thereafter
Reset Rate: 5Y UST Rate + Margin [4.758%]
ISIN
USH42097ER43
CUSIP
ZG0298346
Bond Currency
USD
Total Issue Size
1,750,000,000
Min. Investment Quantity (Nominal)
USD 200,000
Incremental Quantity (Nominal)
USD 1,000
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
The Issuer is subject to the resolution regime under Swiss Banking laws and regulations
Under the FBA, FINMA is able to exercise broad statutory powers with respect to the Issuer as a Swiss parent company of a financial group. These powers include ordering Protective Measures, opening Restructuring Proceedings (and exercising any Swiss Resolution Powers in connection therewith), and instituting liquidation proceedings, if FINMA concludes that there is justified concern that the Issuer is over-indebted, has serious liquidity problems or, after the expiry of a deadline, no longer fulfils the applicable capital adequacy requirements.
If FINMA opens Restructuring Proceedings with respect to the Issuer, FINMA will have the discretion to exercise its Swiss Resolution Powers, which include the power to (i) transfer the Issuer's 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 the Issuer 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 the Issuer is a party, and/or (iii) partially or fully convert the debt of the Issuer into equity of the Issuer and/or partially or fully write-down the obligations of the Issuer, including, if the Notes have not already been written-down or converted pursuant to their terms, the Notes. Holders of Notes and other creditors will have no right to vote on or reject, or to seek the suspension of, any restructuring plan approved by FINMA pursuant to which it exercises such Swiss Resolution Powers in connection with Restructuring Proceedings with respect to the Issuer. Holders will have only limited rights to challenge any decision by FINMA to exercise its Swiss Resolution Powers with respect to the Issuer or to have that decision reviewed by a judicial or administrative process or otherwise.
Contingent Write Down
If a Trigger Event or a Viability Event occurs prior to the occurrence of a Conversion Capital Availability Event, then a Contingent Write-down will occur.
Upon a Contingent Write-down, the full principal amount of the Notes (including accrued and unpaid interest thereon (whether or not due and payable)) will automatically and permanently be written-down to zero on the Write-down Date. Please see Condition 8 (Contingent Write-down) for further details.
Trigger Event
A "Trigger Event" will have occurred if the Issuer gives the Holders a Trigger Event Notice in accordance with Condition 7 (b) (Trigger Event and Viability Event – Trigger Event Notice). The Terms and Conditions require the Issuer to give a Trigger Event Notice to Holders (within the required notice period and subject to subclause (iii) of Condition 7 (b) (Trigger Event and Viability Event – Trigger Event Notice)), if the Trigger CET1 Ratio as of the relevant Publication Date is less than the Threshold Ratio.
"Threshold Ratio" means 7 per cent.
Please see Condition 7 (Trigger Event and Viability Event) for further details (including the definition of Trigger Event Notice) and Condition 1 (Definitions) for the definition of Trigger CET1 Ratio.
Conversion
Following the occurrence of a Trigger Event or Viability Event on or after the occurrence of a Conversion Capital Availability Event, a Conversion will occur and each Note will be redeemed and settled on the applicable Conversion Date by the delivery of new fully paid Ordinary Shares to the Settlement Share Depository on behalf of the Holders and the cancellation of any accrued and unpaid interest on the Notes (whether or not due and payable).
The Issuer may, in its sole 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 (h)(i) is without prejudice to the provisions of subclause (h)(ii) of this Condition 5. Non-payment of any amount of interest by the Issuer to the Fiscal Agent will constitute evidence of cancellation of the relevant payment, whether or not notice of cancellation has been given by the Issuer.
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 subclauses (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.
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(h) will not constitute a default for any purpose (including, without limitation, Condition 13 (Events of Default)) on the part of the Issuer. Any interest payment not paid by virtue of this Condition 5(h) will not accumulate or be payable at any time thereafter, and Holders will have no right thereto.
on the First Call Date or any Interest Payment Date thereafter at their aggregate principal amount, together with any accrued and unpaid interest thereon to (but excluding) the relevant Redemption Date; or
"First Call Date" means 13 November 2033.
A "Viability Event" will have occurred if prior to an Alternative Loss Absorption Date (if any): (A) FINMA has notified UBS Group AG in writing that it has determined a conversion or writedown, as applicable, of holders' claims in respect of the Notes and 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) 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.
For the avoidance of doubt, it is understood that a Viability Event may occur irrespective of whether or not a Trigger Event has occurred or whether any of the conditions to the issuance of a Trigger Event Notice have been met.
Please see Condition 7 (Trigger Event and Viability Event) for further details.
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).
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 FINMA, the effect that clause (c) of this Condition 7 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 15 (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 and Indirect 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
Cash Flow Information