Commentary & Deal Flow

Book Update: Books > €1.5bn
IPTs: 16NC6: MS+170a

• Issuer: La Mondiale
• LEI: 969500L0T16HX3R78P61
• Insurer Financial Strength Ratings: A (stable) by S&P
• Issue Rating (expected): BBB+ (S&P)
• Description: €500,000,000 Subordinated Tier 2 Fixed to Floating Rate Notes due Sep-42
• Use of Proceeds: General corporate purposes
• Status: Ordinary Subordinated Obligations, Tier 2 Notes
• Form of the Notes: Reg S Dematerialised bearer form (au porteur)
• Issue Amount: €500,000,000
• Principal Amount: €100,000
• Redemption Price: 100%
• Pricing Date: 25-Aug-26
• Issue Date: 1-Sep-26 (T+5)
• Scheduled Maturity Date: 1-Sep-42 if the Conditions to Redemption and Purchase are satisfied and otherwise as soon thereafter as the Conditions to Redemption and Purchase are so satisfied
• Negative Pledge: None
• First Call Date: 1-Sep-32
• Fixed Rate of Interest and Fixed Interest Payment Dates: Subject to Condition 5.3 (Mandatory Interest Deferral), the Notes bear interest on their Principal Amount, from (and including) the Issue Date to (but excluding) the First Call Date, at a fixed rate of [●]% per annum (the Fixed Rate of Interest), payable annually in arrear on 1-Sep in each year (each, a Fixed Interest Payment Date), commencing on 1-Sep-27 up to the First Call Date.
• Floating Rate of Interest and Floating Interest Payment Dates: Subject to Condition 5.3 (Mandatory Interest Deferral), the Notes bear interest on their Principal Amount, from (and including) the First Call Date to (but excluding) the Scheduled Maturity Date, at a rate equal to 3-month EURIBOR plus the relevant Margin (the Floating Rate of Interest), payable quarterly in arrear on or about 1-Mar, 1-Jun, 1-Sep and 1-Dec, in each year, commencing on 1-Dec-32 (each a Floating Interest Payment Date) up to (and including) the Scheduled Maturity Date.
• Margin:
  • The Initial Margin or the Subsequent Margin as the case may be
  • Initial Margin - the margin applicable from (and including) the First Call Date to (but excluding) the Interest Payment Date falling on or nearest to 1-Sep-36, which shall be equal to [l] per cent.
  • Subsequent Margin - the margin applicable from (and including) the Interest Payment Date falling on or nearest to 1-Sep-36 to the Scheduled Maturity Date, which shall be equal to Initial Margin +100bps.
• Fixed Day Count Fraction: Act/Act (ICMA)
• Floating Day Count Fraction: Actual/360
• Business Day Convention: In respect of the Fixed Interest Period: Following; Unadjusted In respect of the Floating Interest Period: Modified Following; Adjusted
• Business Days: Paris, T2
• Listing: Euronext Growth
• ISIN: FR001401ALN7
• Common Code: 348157752
• Mandatory Interest Deferral: On any Mandatory Deferral Interest Payment Date, the Issuer will be obliged to defer payment of all (but not some only) the interest accrued (and, if relevant, any Arrears of Interest) in respect of the Notes during the relevant Interest Period and any such non-payment shall not constitute a default or event of default by the Issuer for any purpose and shall not give Noteholders any right to accelerate the Notes.
• Mandatory Deferral Interest Payment Date: Each Interest Payment Date in respect of which the Noteholders and the Fiscal Agent have received written notice from the Issuer confirming that a Regulatory Deficiency has occurred and such Regulatory Deficiency is continuing on such Interest Payment Date, or such Interest Payment (and, if relevant, any Arrears of Interest) would itself cause a Regulatory Deficiency provided, however, that the relevant Interest Payment Date will not be a Mandatory Deferral Interest Payment Date in relation to such Interest Payment (and, if relevant any Arrears of Interest) (or such part thereof) if, cumulatively: (a) the Relevant Supervisory Authority has exceptionally waived the deferral of such Interest Payment (and, if relevant, any Arrears of Interest) (to the extent the Relevant Supervisory Authority can give such waiver in accordance with the Applicable Supervisory Regulations); (b) paying the Interest Payment (and, if relevant, any Arrears of Interest) does not further weaken the solvency position of the Issuer, and/or the SGAM as determined in accordance with the Applicable Supervisory Regulations; and (c) the Minimum Capital Requirement of the Issuer and the SGAM will be complied with immediately after the Interest Payment (and, if relevant, any Arrears of Interest) is made.
• Regulatory Deficiency: (i) the own funds regulatory capital (or whatever the terminology employed by the Applicable Supervisory Regulations) of the Issuer and/or the SGAM is not sufficient to cover the Solvency Capital Requirement or Minimum Capital Requirement of the Issuer and/or SGAM (or whatever the terminology employed by the Applicable Supervisory Regulations) whichever occurs earlier, and either a deferral of interest (and, if relevant, of any outstanding Arrears of Interest) is required or a redemption or repayment of principal is prohibited under the Applicable Supervisory Regulations in order for the Notes to qualify as at least Tier 2 Own Funds regulatory capital (or whatever terminology is employed by the Applicable Supervisory Regulations) under the Applicable Supervisory Regulations; or (ii) the Relevant Supervisory Authority has notified the Issuer that it has determined, in view of the financial condition of the Issuer and/or the SGAM, that in accordance with the then Applicable Supervisory Regulations, the Issuer must take specified action in relation to payments under the Notes, in each case without taking into account any Prior Approval of the Relevant Supervisory Authority being granted on an exceptional basis with respect to the payment of interest on, or the redemption or purchase of, the Notes. For the avoidance of doubt, a Regulatory Deficiency will be deemed to have occurred when the Issuer or SGAM fails to meet the solvency capital requirement or minimum capital requirement (both as defined in the Solvency II Directive).
• Arrears of Interest: Any interest in respect of the Notes which has not been paid on a Mandatory Deferral Interest Payment Date will be deferred and shall constitute Arrears of Interest and shall be payable as provided below, it being specified that Noteholders shall not receive any additional interest or compensation for the mandatory deferral of payment. All Arrears of Interest may, subject to the fulfilment of the Conditions to Payment, at the option of the Issuer, be paid in whole or in part at any time but all Arrears of Interest in respect of all Notes for the time being outstanding shall become due and payable in full (whether or not the Conditions to Payment have been fulfilled) on whichever is the earliest of: the next Interest Payment Date which is not a Mandatory Deferral Interest Payment Date; or the date of any redemption of the Notes in accordance with the provisions relating to redemption of the Notes; or the date upon which a judgment is made for the voluntary or judicial liquidation (liquidation amiable or liquidation judiciaire) of the Issuer or the Issuer is liquidated for any other reason or the sale of the whole of the business (cession totale de l'entreprise) subsequent to the opening of a judicial recovery procedure of the Issuer. Arrears of Interest shall not themselves bear interest.
• Optional Redemption from the First Call Date: Issuer redemption right to redeem the Notes, in whole but not in part, at the Base Call Price on the First Call Date or on any Interest Payment Date falling thereafter, subject to Conditions to Redemption and Purchase and to the Prior Approval of the Relevant Supervisory Authority. The Base Call Price is equal to the Principal Amount of the Notes together with (to the extent that such interest has not been deferred in accordance with the Conditions) any accrued and unpaid interest up to the Redemption Date.
• Early Redemption and Purchase: At the Base Call Price, in whole but not in part, for Taxation Reasons (Gross-up Event, Withholding Tax Event and Tax Deductibility Event), Rating Reasons, Regulatory Reasons, or Clean-up Redemption (75% threshold), subject, in each case, to Conditions to Redemption and Purchase and to the Prior Approval of the Relevant Supervisory Authority.
• Conditions to Redemption and Purchase: The Notes may not be redeemed or purchased pursuant to any of the redemption provisions referred to above if: (i) a Regulatory Deficiency has occurred and is continuing on the due date for redemption or such redemption or purchase would itself cause a Regulatory Deficiency, except, only in respect of breach of the Solvency Capital Requirement of the Issuer and/or the SGAM if (a) the Relevant Supervisory Authority has exceptionally waived the suspension of redemption or purchase, (b) the Notes have been exchanged for or converted into another Tier 2 Own Funds of at least the same quality of the Issuer and/or the SGAM and (c) the Minimum Capital Requirement of the Issuer and/or the SGAM is complied with after the redemption or purchase (the Conditions to Redemption and Purchase); or (ii) an Insolvent Insurance Affiliate Winding-up has occurred and is continuing on the date due for redemption or purchase (to the extent required under the Applicable Supervisory Regulations in order for the Notes to be treated under the Applicable Supervisory Regulations as Tier 2 Own Funds of the Issuer and/or the SGAM) except to the extent permitted under the Applicable Supervisory Regulations and with the Prior Approval of the Relevant Supervisory Authority. Notwithstanding any other provision therein, the Notes may only be redeemed or purchased to the extent provided in the prevailing Applicable Supervisory Regulations. Should a Regulatory Deficiency or an Insolvent Insurance Affiliate Winding-up occur after a notice for redemption has been given to the Noteholders, such redemption notice would become automatically void and notice thereof would be given promptly by the Issuer.
• Documentation: Preliminary Information Memorandum dated 25-Aug-26 and final Information Memorandum expected to be dated 28-Aug-26 (the Information Memorandum)
• Governing Law: French Law
• Selling Restrictions: There are restrictions on the offer and sale of the Notes and the distribution of offering material, including in the United States of America, the EEA, the United Kingdom and France (as more fully described in the Information Memorandum).
• Target Market: Manufacturer target market (EU MiFID II product governance and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EU PRIIPs key information document (KID) or disclosure document required by the FCA Product Disclosure Sourcebook (DISC) has been prepared as not available to retail in the EEA or in the UK.
• Global Coordinator: Crédit Agricole CIB
• Joint Bookrunners: BNP Paribas, Commerzbank, Crédit Agricole CIB (B&D), Natixis
• Structuring Adviser: Banque Hottinguer
• Schedule: Today / books open