RAI – Radiotelevisione Italiana Spa (Incorporated in the Republic Of
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RAI – Radiotelevisione italiana S.p.A. (incorporated in the Republic of Italy as a joint stock company) €300,000,000 1.375 per cent. Notes due 4 December 2024 Issue price: 99.823 per cent. The €300,000,000 1.375 per cent. Notes due 4 December 2024 (the Notes) are issued by RAI – Radiotelevisione italiana S.p.A. (the Issuer or RAI). Interest on the Notes is payable annually in arrear on 4 December in each year at the rate of 1.375 per cent. per annum, as described in Condition 4. Unless previously redeemed or purchased and cancelled, the Issuer will redeem the Notes at their principal amount on 4 December 2024. Noteholders may require the Issuer to redeem their Notes upon the occurrence of a Change of Control, as described in Condition 6.4. The Notes may be redeemed at the option of the Issuer pursuant to the 3 Month Par Call, as described in Condition 6.3. The Notes are subject to redemption in whole, but not in part, at their principal amount, together with accrued interest, at the option of the Issuer at any time in the event of certain changes affecting taxes of the Republic of Italy (Italy).This document comprises a prospectus (the Prospectus), for the purpose of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the Prospectus Regulation). This Prospectus has been approved by the Central Bank of Ireland (the Central Bank) as competent authority under Regulation (EU) 2017/1129. The Central Bank of Ireland only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by Regulation (EU) 2017/1129. Such approval should not be considered as an endorsement of the Issuer or the quality of the Notes that are subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the securities. Such approval relates only to the Notes which are to be admitted to trading on a regulated market for the purposes of Directive 2014/65/EU and/or which are to be offered to the public in any Member State of the European Economic Area. Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin (Euronext Dublin) for the Notes to be admitted to the official list (the Official List) and trading on its regulated market (the Regulated Market). References in this Prospectus to the Notes being listed (and all related references) shall mean that, unless otherwise specified, the Notes have been admitted to the Official List and trading on the Regulated Market. This Prospectus is available for viewing on the website of Euronext Dublin (www.ise.ie). The Notes are expected to be rated Baa3 by Moody's Investors Service España S.A. (Moody's). Moody’s is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such, Moody’s is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. The Notes will be issued in new global note (NGN) form and are intended to constitute eligible collateral for Eurosystem monetary policy, provided the other eligibility criteria are met. The Notes will be in bearer form and will initially be represented by a temporary global note (the Temporary Global Note), without interest coupons, which will be deposited on or prior to 4 December 2019 (the Closing Date and the Issue Date) with a common safekeeper for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking S.A. (Clearstream, Luxembourg). Interests in the Temporary Global Note will be exchangeable for interests in a permanent global note (the Permanent Global Note and, together with the Temporary Global Note, the Global Notes), without interest coupons, on or after a date which is expected to be 13 January 2020 (the Exchange Date), upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Note will be exchangeable for definitive Notes only in certain limited circumstances (see "Summary of Provisions relating to the Notes while represented by the Global Notes"). This Prospectus will be valid until the date of admission of the Notes on the Regulated Market. The obligation to supplement this Prospectus in the event of significant new factors, material mistakes or material inaccuracies will not apply when the Prospectus is no longer valid. An investment in Notes involves certain risks. Prospective investors should have regard to the factors described under the heading "Risk Factors" on page 10. Joint Global Coordinators Citigroup UniCredit Bank Joint Bookrunners Citigroup UniCredit Bank The date of this Prospectus is 2 December 2019. 2 IMPORTANT INFORMATION This Prospectus constitutes a prospectus for the purposes of Article 6 of the Prospectus Regulation. When used in this Prospectus, Prospectus Regulation means Regulation (EU) 2017/1129. The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer, the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. In addition, the Issuer, having made all reasonable enquiries, confirms that this Prospectus contains or incorporates all material information with respect to the Issuer and the Notes (including all information which, according to the particular nature of the Issuer and of the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer and of the rights attaching to the Notes), that the information contained or incorporated by reference in this Prospectus is true and accurate in all material respects and is not misleading in any material respect, that the opinions and intentions expressed in this Prospectus are honestly held and that there are no other facts the omission of which would make this Prospectus or any of such information or the expression of any such opinions or intentions misleading in any material respect. The Issuer accepts responsibility accordingly. This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference"). This Prospectus shall be read and construed on the basis that those documents are incorporated by reference in, and form part of, this Prospectus. Other than in relation to the documents which are deemed to be incorporated by reference (see "Documents Incorporated by Reference"), the information on the websites to which this Prospectus refers does not form part of this Prospectus and has not been scrutinised or approved by the Central Bank of Ireland. No person is or has been authorised by the Issuer or the Managers (as defined in "Subscription and Sale" below) to give any information or to make any representation not contained in or not consistent with this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorised by the Issuer. Neither the delivery of this Prospectus nor the offering, sale or delivery of the Notes shall in any circumstances imply that the information contained in it concerning the Issuer is correct at any time subsequent to its date or that any other information supplied in connection with the offering of the Notes is correct as of any time subsequent to the date indicated in the document containing the same. Each Manager expressly does not undertake to review the financial condition or affairs of the Issuer during the life of the Notes or to advise any investor in the Notes of any information coming to its attention. This document does not constitute an offer of, or an invitation by, or on behalf of, the Issuer or the Managers to subscribe for, or purchase, any of the Notes. Neither this Prospectus nor any other information supplied in connection with the offering of the Notes constitutes an offer to sell, and may not be used for the purpose of an offer to sell or a solicitation of an offer to buy, the Notes by anyone in any jurisdiction or in any circumstances in which such an offer or solicitation is not authorised or is unlawful. In particular, no action has been taken by the Issuer or the Managers which would permit a public offering of any Notes or distribution of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be distributed or published in 3 any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution of this Prospectus and the offer or sale of Notes in the United States and the European Economic Area (including the United Kingdom and Italy) (see "Subscription and Sale"). None of the Managers nor any person who controls any of the Managers or any director, officer, employee, agent or affiliate of any such person: (i) has separately verified the information contained herein; or (ii) accepts any responsibility whatsoever (a) for the contents of this Prospectus, (b) for any statement made or purported to be made by any of them, or on any of their behalf, in connection with the offer of the Notes or (c) for any acts or omissions of the Issuer or any other person in connection with the issue and offering of the Notes.