INTESA SANPAOLO S.P.A
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Level: 6 – From: 6 – Thursday, February 15, 2007 – 9:53 am – mac5 – 3632 Intro : 3632 Intro PROSPECTUS INTESA SANPAOLO S.p.A. (incorporated as a società per azioni in the Republic of Italy) as Issuer and, in respect of Notes issued by Intesa Bank Ireland p.l.c. and Sanpaolo IMI Bank Ireland p.l.c., as Guarantor and INTESA BANK IRELAND p.l.c. (incorporated with limited liability in Ireland under registered number 217741) and SANPAOLO IMI BANK IRELAND p.l.c. (incorporated with limited liability in Ireland under registered number 125216) as Issuers €35,000,000,000 Global Medium Term Note Programme ___________________________________ Under the €35,000,000,000 Global Medium Term Note Programme (the “Programme”) described in this Prospectus, Intesa Sanpaolo S.p.A. (“Intesa Sanpaolo”), Intesa Bank Ireland p.l.c. (“IBI”) and Sanpaolo IMI Bank Ireland p.l.c. (“Sanpaolo IMI Bank Ireland”) (together, the “Issuers” and, each of them, an “Issuer”) may issue notes (“Notes”) on a continuing basis to one or more of the Dealers named on page 31 and any additional Dealer appointed under the Programme from time to time (each a “Dealer” and together the “Dealers”). References in this Prospectus to the “relevant Dealer” shall be, in the case of an issue of Notes to more than one Dealer, to the lead manager of such issue and, in the case of an issue of Notes to one Dealer, to such Dealer. The Notes will be constituted by an amended and restated trust deed dated 15th February, 2007 (as amended, supplemented and/or restated from time to time, the “Trust Deed”) between the Issuers and The Law Debenture Trust Corporation p.l.c. (the “Trustee”). The payments of all amounts due in respect of the Notes issued by IBI and Sanpaolo IMI Bank Ireland (“Guaranteed Notes”) will be unconditionally and irrevocably guaranteed by Intesa Sanpaolo pursuant to the Trust Deed. Pursuant to the Programme, the Issuers may issue Notes denominated in any currency agreed with the relevant Dealer. Notes issued under the Programme will not have denominations of less than €1,000. The aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €35,000,000,000 (or its equivalent in other currencies calculated as described herein). An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks, see “Risk Factors” on page 21. This Prospectus has been approved as a base prospectus issued in compliance with Directive 2003/71/EC (the “Prospectus Directive”) by the Commission de Surveillance du Secteur Financier (the “CSSF”) in its capacity as competent authority in Luxembourg for the purposes of the Prospectus Directive. Application has been made by the Issuers for Notes during the period of twelve months after the date hereof to be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange. In addition, pursuant to Article 18 of the Prospectus Directive, the Issuers have requested the CSSF to issue a certificate of approval of this Prospectus, together with a copy of this Prospectus, to the Irish Financial Services Regulatory Authority in its capacity as competent authority in Ireland. The Programme also allows for Notes to be unlisted or to be admitted to listing, trading and/or quotation by such other or further listing authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer. Joint Arrangers Banca IMI Caboto Deutsche Bank Dealers ABN AMRO Banca IMI Barclays Capital Caboto CALYON Corporate and Investment Bank Citigroup Commerzbank Corporates & Markets Credit Suisse Deutsche Bank Dexia Capital Markets Dresdner Kleinwort Goldman Sachs International HSBC Intesa Sanpaolo S.p.A. IXIS Corporate & Investment Bank JPMorgan Lehman Brothers Merrill Lynch International Morgan Stanley The Royal Bank of Scotland UBS Investment Bank The date of this Prospectus is 15th February, 2007 WorldReginfo - 42d94c7c-5778-4dc5-9832-698e9fcd316d Level: 6 – From: 6 – Thursday, February 15, 2007 – 9:53 am – mac5 – 3632 Intro : 3632 Intro TABLE OF CONTENTS SUMMARY .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. 6 RISK FACTORS .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. 21 GENERAL DESCRIPTION OF THE PROGRAMME .. .. .. .. .. .. .. .. .. .. 31 DOCUMENTS INCORPORATED BY REFERENCE .. .. .. .. .. .. .. .. .. .. 41 FURTHER PROSPECTUSES AND SUPPLEMENTS .. .. .. .. .. .. .. .. .. .. 44 FORMS OF THE NOTES AND TRANSFER RESTRICTIONS RELATING TO U.S. SALES 45 TERMS AND CONDITIONS OF THE NOTES .. .. .. .. .. .. .. .. .. .. .. 52 FORM OF FINAL TERMS .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. 96 DESCRIPTION OF INTESA SANPAOLO S.p.A. .. .. .. .. .. .. .. .. .. .. .. 110 DESCRIPTION OF INTESA BANK IRELAND p.l.c. .. .. .. .. .. .. .. .. .. .. 152 DESCRIPTION OF SANPAOLO IMI BANK IRELAND p.l.c. .. .. .. .. .. .. .. .. 156 TAXATION .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. 162 SUBSCRIPTION AND SALE .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. 183 GENERAL INFORMATION .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. 188 APPENDIX 1 – BANCA INTESA S.p.A. – AUDITED CONSOLIDATED ANNUAL BALANCE SHEETS AND INCOME STATEMENTS .. .. .. .. .. .. .. .. .. .. 192 APPENDIX 2 – SANPAOLO IMI S.p.A. – AUDITED CONSOLIDATED ANNUAL BALANCE SHEETS AND INCOME STATEMENTS .. .. .. .. .. .. .. .. .. .. 195 APPENDIX 3 – SANPAOLO IMI S.p.A. – UNAUDITED CONSOLIDATED SIX-MONTHLY BALANCE SHEETS AND INCOME STATEMENTS .. .. .. .. .. .. 199 2 WorldReginfo - 42d94c7c-5778-4dc5-9832-698e9fcd316d Level: 6 – From: 6 – Thursday, February 15, 2007 – 9:53 am – mac5 – 3632 Intro : 3632 Intro This Prospectus comprises a base prospectus for each Issuer for the purposes of Article 5.4 of the Prospectus Directive. Each of Intesa Sanpaolo, IBI and Sanpaolo IMI Bank Ireland accepts responsibility for the information contained in this document. To the best of the knowledge of each of Intesa Sanpaolo, IBI and Sanpaolo IMI Bank Ireland, having taken all reasonable care to ensure that such is the case, the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. This Prospectus should be read and construed together with any supplements hereto and with any other documents incorporated by reference herein and, in relation to any Tranche (as defined herein) of Notes, should be read and construed together with the relevant Final Terms (as defined herein). Each of Intesa Sanpaolo, IBI and Sanpaolo IMI Bank Ireland has confirmed to the Dealers that this Prospectus (including for this purpose, each relevant Final Terms) contains all information which is (in the context of the Programme, the issue, offering and sale of the Notes and the Guarantee of the Notes) material; that such information is true and accurate in all material respects and is not misleading in any material respect; that any opinions, predictions or intentions expressed herein are honestly held or made and are not misleading in any material respect; that this Prospectus does not omit to state any material fact necessary to make such information, opinions, predictions or intentions (in the context of the Programme, the issue, offering and sale of the Notes and the Guarantee of the Notes) not misleading in any material respect; and that all proper enquiries have been made to verify the foregoing. No person has been authorised to give any information or to make any representation not contained in or not consistent with this Prospectus or any other document entered into in relation to the Programme or any information supplied by Intesa Sanpaolo, IBI and Sanpaolo IMI Bank Ireland or such other information as is in the public domain and, if given or made, such information or representation should not be relied upon as having been authorised by Intesa Sanpaolo, IBI, Sanpaolo IMI Bank Ireland, the Trustee or any Dealer. No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and none of the Dealers or any of their respective affiliates makes any representation or warranty or accepts any responsibility as to the accuracy or completeness of the information contained in this Prospectus. Neither the delivery of this Prospectus or any Final Terms nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication that the information contained in this Prospectus is true subsequent to the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the condition (financial or otherwise) of Intesa Sanpaolo, IBI, Sanpaolo IMI Bank Ireland, or Intesa Sanpaolo and its consolidated subsidiaries (the “Intesa Sanpaolo Group”) since the date thereof or, if later, the date upon which this Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms comes are required by each of Intesa Sanpaolo, IBI, Sanpaolo IMI Bank Ireland and the Dealers to inform themselves