Commentary & Deal Flow

Launched: 10.5NC5.5: US$750m @ T+140bp - Orderbook > US$1.650bn (excl. JLM Interest)
Book Update: Orderbook > US$1.25bn (excl. JLM Interest)
IPTs: 10.5NC5.5: T+170a

• Issuer: First Abu Dhabi Bank PJSC (“FAB”)
• Issuer LEI: 2138002Y3WMK6RZS8H90
• Issuer Rating: Aa3 / AA-/ AA- (all with a stable outlook)
• Expected Issue Rating: A by Fitch
• Status / Subordination of the Capital Securities: The Capital Securities will rank pari passu without preference or priority with all other Capital Securities. The payment obligations of the Issuer under the Capital Securities will (i) constitute Tier 2 Capital of the Issuer (ii) constitute direct, unsecured, conditional and subordinated obligations of the Issuer that rank pari passu and without preference or priority amongst themselves; (iii) rank subordinate and junior to all Senior Obligations of the Issuer (but not further or otherwise); (iv) rank pari passu with all Pari Passu Obligations, and (v) rank in priority only to all Junior Obligations (each as defined in the Conditions)
• Format: Reg S, Registered Notes, Category 2
• Issue size: US$750m
• Tenor: 10.5NC5.5
• Pricing Date: 22-Jun-26
• Settlement Date: 30-Jun-26
• First Call Date: 30-Jun-31
• Reset Date: 30-Dec-31
• Maturity Date: 30-Dec-36
• Redemption at Option of the Issuer: The Capital Securities may, at the option of the Issuer, subject to the prior approval of the Regulator (as defined in the Conditions), be redeemed (in whole but not in part) at the Early Redemption Amount (as defined in the Conditions) on 30-Jun-31 (the First Call Date) or on any date thereafter up to and including the Reset Date or on any Interest Payment Date following the Reset Date.
• Special Redemption Events: The Capital Securities may upon the occurrence of a Tax Event or a Capital Event, be redeemed in whole but not in part, at the Tax Redemption Amount or the Capital Event Redemption Amount (each as defined in the Conditions), respectively, subject to the prior approval of the Regulator and subject to the Conditions.
• Benchmark: Interpolated 5.5-Year U.S. Treasury Rate
• Interest Rate: [-]% fixed per annum from (and including) the Issue Date to (but excluding) the Reset Date. If the Capital Securities are not redeemed in accordance with the Conditions on or prior to the Reset Date, the Interest Payment Amount (each as defined in the Conditions) shall continue to be payable from (and including) the Reset Date to (but excluding) the Maturity Date at a fixed rate equal to the prevailing 5-Year US Treasury Rate (the “Reset Rate”) plus the Margin on the Reset Date.
• Interest Rate Payment Dates: Semi-annually in arrear on 30 June and 30 December in every year, commencing on 30-Dec-26.
• Non-Viability Loss Absorption (NVLA) Mechanism: At the Regulator’s sole discretion, full or partial permanent write down in case of a Non-Viability Event. A Non-Viability Event means that the Regulator has notified the Issuer in writing that it has determined that the Issuer has, or will become, Non-Viable without: (a) a Write-down; or (b) a public injection of capital (or equivalent support). The Issuer shall be Non-Viable if (a) it is insolvent, bankrupt, unable to pay a material part of its obligations as they fall due or unable to carry on its business, or (b) any other event or circumstance occurs, which is specified as constituting non-viability by the Regulator, or in the Capital Regulations.
• Listing: Main market of the London Stock Exchange
• Clearing Systems: Euroclear and Clearstream, Luxembourg
• Stabilization: FCA/ICMA
• Governing Law: English law
• Denominations: US$200,000 and integral multiples of US$1,000 in excess thereof
• Joint Lead Managers and Bookrunners: Abu Dhabi Commercial Bank, Citi, Emirates NBD Capital, First Abu Dhabi Bank, J.P. Morgan and Standard Chartered Bank (B&D)
• Billing & Delivery Bank: Standard Chartered Bank
• Books Subject: Global Books Subject 14.00 LDN / 09.00 NY / 17.00 AD / 21.00 SING
• Timing: Books open, Today’s Business