W&C Standard Template
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NOT FOR DISTRIBUTION IN THE UNITED STATES Autostrade per l’Italia S.p.A. (incorporated as a joint stock company in the Republic of Italy) €1,000,000,000 2.000 per cent. Notes due 15 January 2030 The €1,000,000,000 2.000 per cent. Notes due 15 January 2030 (the “Notes”) are issued Autostrade per l’Italia S.p.A. (the “Issuer”, “ASPI” or “Autostrade Italia”), and will be constituted by a trust deed (the “Trust Deed”) to be dated on or about 15 January 2021, between the Issuer and BNY Mellon Corporate Trustee Services Limited as trustee (the “Trustee”, which expression shall include its successors as trustee for the holders of the Notes (the “Noteholders”) for the time being. The Notes will be issued and the Trust Deed will become effective on 15 January 2021 (the “Issue Date”). The issue price of the Notes is 99.099 per cent. of their principal amount. Unless previously redeemed or purchased and cancelled, the Issuer will redeem the Notes at their principal amount on 15 January 2030 (the “Maturity Date”). The Notes are subject to redemption in whole, but not in part, at their principal amount, together with accrued interest to (but excluding) the relevant Optional Redemption Date, at the option of the Issuer at any time in the event of certain changes affecting taxes of the Republic of Italy (see Condition 6.2 (Redemption for Taxation Reasons)). The Issuer may also, at its option and at any time on the relevant Optional Redemption Date, redeem the outstanding Notes, in whole or in part, at the Optional Redemption Amount, together with accrued interest to (but excluding) the relevant Optional Redemption Date (see Condition 6.3 (Redemption at the Option of the Issuer (Make-Whole Call))). In the event that at least 80 per cent. of the initial aggregate principal amount of the Notes has been purchased and cancelled by the Issuer, the Issuer may, at its option, redeem all (but not some only) of the outstanding Notes, at their principal amount, together with accrued interest to (but excluding) the relevant Optional Redemption Date (see Condition 6.4 (Redemption at the Option of the Issuer (Clean-Up Call))). Furthermore, the Issuer may, at its option, from (and including) 15 October 2029 to (but excluding) the Maturity Date, redeem all (but not some only) of the outstanding Notes, at their principal amount, together with accrued interest to (but excluding) the relevant Optional Redemption Date (see Condition 6.5 (Redemption at the Option of the Issuer (3-Months Par Call))). Each Noteholder may require the Issuer to redeem their Notes at their principal amount, together with accrued interest to (but excluding) the Relevant Event Date, upon the occurrence of a Concession Event and/or a Trigger Event (each, a “Relevant Event” as described in Condition 6.7 (Redemption at the Option of the Holders on the Occurrence of a Relevant Event). The Notes will bear interest from and including the Issue Date (as defined below) to but excluding the Maturity Date at the rate of 2.000 per cent. per annum, payable annually in arrear on 15 January in each year, commencing on 15 January 2022, as described in Condition 4 (Interest). Payments on the Notes will be made in Euro without deduction for or on account of taxes imposed or levied by the Republic of Italy to the extent described under Condition 7 (Taxation). The Notes constitute “obbligazioni” pursuant to Article 2410 et seq. of the Italian Civil Code. The Notes will constitute (subject to the provisions of Condition 3 (Negative Pledge) unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference among themselves and at least pari passu with all senior, unsecured and unsubordinated obligations of the Issuer, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application. The Notes will be offered and sold in offshore transactions outside the United States in reliance on Regulation S (“Regulation S”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”). THE NOTES HAVE NOT BEEN NOR WILL BE REGISTERED UNDER THE SECURITIES ACT, OR ANY STATE SECURITIES LAW, AND THE NOTES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON (AS SUCH TERMS ARE DEFINED IN REGULATION S), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. An investment in Notes involves certain risks. Prospective investors should have regard to the factors described under the heading “Risk Factors” beginning on page 1. Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin”) for the approval of this document as Listing Particulars. Application has also been made to Euronext Dublin for the Notes to be admitted to the official list (the “Official List”) and to trading on the Global Exchange Market of Euronext Dublin. The Global Exchange Market is not a regulated market for the purposes of Directive 2014/65/EU (as amended, “MiFID II”). References in these Listing Particulars to the Notes being listed (and all related references) shall mean that the Notes have been admitted to trading on the Global Exchange Market. The Notes are expected to be rated “Ba3” (Outlook Developing) by Moody’s Investors Service España, S.A. (“Moody’s”), “BB-” (Developing Outlook) by S&P Global Ratings Europe Limited (“S&P” or “Standard & Poor’s”) and “BB+” (Rating Watch Evolving) by Fitch Ratings Ireland Limited (“Fitch”). Each of Moody’s, S&P and Fitch is established and operating in the European Union and are registered under Regulation (EC) No. 1060/2009 (as amended) (the “CRA Regulation”). As such, Moody’s, S&P and Fitch are 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 the 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 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 24 February 2021 (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 the Provisions Relating to the Notes while Represented by the Global Notes). Global Coordinator & Sole Active Bookrunner Morgan Stanley Other Bookrunners Banca Akros S.p.A. – BNP PARIBAS Goldman Sachs International IMI – Intesa Sanpaolo Gruppo Banco BPM Mediobanca NATIXIS UniCredit Bank UBI Banca The date of these Listing Particulars is 14 January 2021. NOTICE TO INVESTORS These Listing Particulars do not constitute a prospectus for the purposes of Regulation (EU) No. 2017/1129 of 14 June 2017, as amended. The Issuer accepts responsibility for the information contained in these Listing Particulars. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in these Listing Particulars is in accordance with the facts and does not omit anything likely to affect the import of such information. The Issuer having made all reasonable enquiries, confirms that these Listing Particulars contain all information with respect to itself and its subsidiaries taken as a whole (Autostrade Italia, together with its consolidated subsidiaries, the “Group”) 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 these Listing Particulars is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed in these Listing Particulars are honestly held and that there are no other facts, the omission of which would make these Listing Particulars or any of such information or the expression of any such opinions or intentions misleading. The Issuer accepts responsibility accordingly. As of the date of these Listing Particulars the Issuer is a subsidiary of Atlantia S.p.A. (“Atlantia” and together with its consolidated subsidiaries, the “Atlantia Group”). These Listing Particulars are to be read and construed in conjunction with all documents which are deemed to be incorporated herein by reference (see “Documents Incorporated by Reference”). These Listing Particulars shall be read and construed on the basis that such documents are incorporated by reference in, and form part of, these Listing Particulars. No person is or has been authorised by the Issuer or the Bookrunners (as defined in “Subscription and Sale and Transfer and Selling Restrictions”) or BNY Mellon Corporate Trustee Services Limited (the “Trustee”) to give any information or to make any representation not contained in or not consistent with these Listing Particulars or any other information supplied in connection with the Notes and, if given or made, such information or representations must not be relied upon as having been authorised by the Issuer or the Bookrunners or the Trustee.