Julius Baer Group Ltd
Indicative
Full Lot
Indicative price as of 12 Sep 2024, 12:00am
Bond Issuer
Julius Baer Group Ltd
Guarantor
-
Announcement Date
05 Sep 2017
Issue Date
12 Sep 2017
Maturity Date
Perpetual
Years to Maturity / Next Call
Perpetual / 0.432
Modified Duration
-
Issue / Reoffer Price
100.000
Issue / Reoffer Yield
4.750
Coupon Type
Variable
Annual Coupon Rate
4.750
Coupon Frequency
Semi Annually
Seniority
Junior Subordinated
Capital Structure
Junior Subordinated
Reference Rate
Reset Date: 12 Sep 2024 and every 5 Years thereafter
Reset Rate: Prevailing 5Y USD Treasury Rate + 2.844%
ISIN
XS1679216801
CUSIP
AO9376051
Bond Currency
USD
Total Issue Size
300,000,000
Min. Investment Quantity (Nominal)
USD 200,000
Incremental Quantity (Nominal)
USD 1,000
Bond Type
High Yield Corporate
Bond Sector
Financials
Bond Sub Sector
Banks
Issuer Credit Rating (S&P/ Fitch)
***/ N.R
Bond Credit Rating (S&P/ Fitch)
***/ N.R
Shariah Compliant
No
Exchange Listed
Others
Contingent Write-down
If a Contingent Write-down has not previously occurred and a Write-down Trigger Event has occurred and is continuing on the relevant Subsequent Trigger Test Date, the claims of the Holders against the Issuer to receive repayment of the Original Notional Amount on the Redemption Date (if any) shall be reduced by the relevant Write-down Amount (as set out in Condition 8(c)) with effect as of the relevant Write-down Date, and the Holders shall no longer have any rights whatsoever (including, but not limited to, any right to receive interest payments) against the Issuer with respect to the relevant Write-down Amount (such reduction, a "Contingent Write-down"). If the Write-down Amount is equal to the Original Notional Amount, the claims of the Holders are reduced to zero and the 2017 Tier 1 Bonds shall be cancelled. Write-down Trigger Event
A "Write-down Trigger Event" shall occur on the Business Day following the publication of a Relevant Report (an "Initial Trigger Test Date") if the CET1 Ratio as per the relevant Cut-off Date of such Relevant Report is less than the Write-down Threshold Ratio and the Issuer delivers to the Principal Paying Agent within five (5) Business Days from the Initial Trigger Test Date a certificate signed by two Authorised Signatories certifying that the CET1 Ratio as per the Cut-off Date of such Relevant Report is less than the Write-down Threshold Ratio.
"Write-down Threshold Ratio" means 7.00 per cent.
Write-off upon the occurrence of a Viability Event
If a Viability Event has occurred, the claims of the Holders against the Issuer to receive repayment of the Prevailing Notional Amount on the Redemption Date (if any) shall be reduced to zero with effect as of the relevant Write-down Date. The Holders shall no longer have any rights whatsoever (including, but not limited to, any right to receive interest payments) against the Issuer with respect to the 2017 Tier 1 Bonds (such reduction, a contingent write-down) and the 2017 Tier 1 Bonds shall be cancelled. For the avoidance of doubt, a Viability Event shall not constitute an event of default by the Issuer for any purpose.
A "Viability Event" means that either:
(i) the Regulator has notified the Issuer that it has determined that the write-down of the 2017 Tier 1 Bonds, together with the conversion, write-down or write-off of holders' claims in respect of any other instruments that, pursuant to their terms or by operation of laws are capable of being converted into equity, written down or written off at that time, is, because customary measures to improve the Issuer's capital adequacy are at the time inadequate or unfeasible, an essential requirement to prevent the Issuer from becoming insolvent, bankrupt or unable to pay a material part of its debts as they fall due, or from ceasing to carry on its business; or
(ii) customary measures to improve the Issuer's capital adequacy being at the time inadequate or unfeasible, the Issuer has received an irrevocable commitment of extraordinary support directly or indirectly from the Public Sector (beyond customary transactions and arrangements in the ordinary course of business) that has, or imminently will have, the effect of improving the Issuer's capital adequacy and without which, in the determination of the Regulator, the Issuer 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.
The Issuer may, at its sole discretion but subject to Condition 2(c) below, elect to cancel all or part of any payment of interest which is otherwise scheduled to be paid on an Interest Payment Date or the Redemption Date (if any) by giving notice of such election to the Holders in accordance with Condition 12, and to the Principal Paying Agent, (i) in the case of interest otherwise due on an Interest Payment Date, not more than thirty (30) nor less than ten (10) Business Days prior to the relevant Interest Payment Date, or (ii) in the case of interest otherwise due on the Redemption Date, on the relevant Redemption Notice Date.
Any interest which is not paid in accordance with this Condition 2(b), shall not accumulate or be payable at any time thereafter, and such non-payment will not constitute an event of default by the Issuer for the purpose of these Terms of the Bonds or any other purpose, and the Holders shall have no right thereto whether in a liquidation, dissolution, insolvency or bankruptcy of the Issuer or otherwise.
Dividend Stopper
If, on any Interest Payment Date, payment of interest scheduled to be made on such date is not made in full on the Prevailing Notional Amount by reason of Condition 2(b) or 2(c):
(i) The Board of Directors of the Issuer shall not directly or indirectly recommend to the shareholders of the Issuer that any Distribution (other than in the form of Ordinary Shares or other capital stock) be paid or made on any Ordinary Shares or other capital stock of the Issuer; and
(ii) The Issuer shall not directly or indirectly redeem, purchase or otherwise acquire any Ordinary Shares or other capital stock of the Issuer other than in relation to
(a) transactions in securities effected by or for the account of customers of the Issuer or any of its Subsidiaries or in connection with the distribution or trading of, or market making in respect of such securities; (b) the satisfaction by the Issuer or any of its Subsidiaries of its obligations under any employee benefit plans or similar arrangements with or for the benefit of employees, officers, directors or consultants of the Issuer or any of its Subsidiaries; (c) a reclassification of the capital stock of the Issuer or of any of its Subsidiaries or the exchange or conversion of one class or series of such capital stock for another class or series of such capital stock; or (d) the purchase of fractional interests in shares of the capital stock of the Issuer or any of its majority-owned Subsidiaries pursuant to the provisions of any security being converted into or exchanged for such capital stock,
in each case until the earliest of (x) the interest due and payable on any two consecutive subsequent Interest Payment Dates in respect of the then Prevailing Notional Amount of all outstanding 2017 Tier 1 Bonds having been paid in full to the Holders; or (y) all the 2017 Tier 1 Bonds having been redeemed or purchased and cancelled in full in accordance with Condition 3; or (z) the Prevailing Notional Amount of the 2017 Tier 1 Bonds having been reduced to zero in accordance with Condition 8 or Condition 9.

