Spa (Incorporated As a Joint Stock Company in the Republic of Italy)

Trasporto Passeggeri Emilia-Romagna - S.p.A. (incorporated as a joint stock company in the Republic of Italy) €95,000,000 1.85 per cent. Senior Unsecured Amortising Fixed Rate Notes due 15 September 2024 Issue Price: 99.339 per cent. The issue price of the €95,000,000 1.85 per cent. Senior Unsecured Amortising Fixed Rate Notes due 15 September 2024 (the “Notes”) of Trasporto Passeggeri Emilia-Romagna - S.p.A. (the “Issuer” or the “Company”) is 99.339 per cent. of their principal amount (the “Issue Price”). Unless previously redeemed or purchased and cancelled, the Notes will be redeemed by the Issuer in instalments on each Amortisation Date in the relevant Amortisation Amount (each as defined in the Terms and Conditions of the Notes (the “Conditions”)) with the final Amortisation Date falling on 15 September 2024 (the “Maturity Date”). The Notes may be redeemed, in whole but not in part, at 100 per cent. of their principal amount outstanding plus interest, if any, to the date fixed for redemption at the option of the Issuer in the event of certain changes affecting taxation in the Republic of Italy. In addition, the holder of a Note may, by the exercise of the relevant option, require the Issuer to redeem such Note at 100 per cent. of its principal amount outstanding together with accrued and unpaid interest (if any) upon the occurrence of a Put Event (as described in Condition 8.3 (Redemption at the Option of the Noteholders)). See further “Terms and Conditions of the Notes — Redemption and Purchase”. The Notes will bear interest from 15 September 2017 (the “Issue Date”) at the rate of 1.85 per cent. per annum payable annually in arrears on 15 September in each year commencing on 15 September 2018 as described in “Terms and Conditions of the Notes”. 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 “Taxation” and “Terms and Conditions of the Notes — Taxation”. The Notes will constitute direct, unconditional, unsubordinated and (subject to Condition 3 (Negative Pledge)) unsecured obligations of the Issuer which will at all times rank pari passu among themselves and at least pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer, save for certain mandatory exceptions of applicable law. This prospectus (the “Prospectus”) has been approved by the Central Bank of Ireland (the “Central Bank”), as competent authority under Directive 2003/71/EC, as amended (including by Directive 2010/73/EU) (the “Prospectus Directive”). The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Such approval relates only to the Notes which are to be admitted to trading on the regulated market of the Irish Stock Exchange or other regulated markets for the purposes of Directive 2004/39/EC, as amended. Application has been made to the Irish Stock Exchange (the “Irish Stock Exchange”) for the Notes to be admitted to its official list (the “Official List”) and trading on its regulated market. This Prospectus is available for viewing on the website of the Irish Stock Exchange (www.ise.ie). The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any U.S. State securities laws and are subject to United States tax law requirements and may not be offered or sold in the United States, unless an exemption from the registration requirements of the Securities Act is available and in accordance with all applicable securities laws of any state of the United States and any other jurisdiction. For a description of further restrictions on offers and sales of the Securities, see “Subscription and Sale”. Investing in the Notes involves risks. See “Risk Factors” beginning on page 1 of this Prospectus for a discussion of certain risks prospective investors should consider in connection with any investment in the Notes. 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 in denominations of €100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000. The Notes will initially be in the form of a temporary global note (the “Temporary Global Note”), which will be deposited on or around the Issue Date with a common safekeeper for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream, Luxembourg”). The Temporary Global Note will be exchangeable, in whole or in part, for interests in a permanent global note (the “Permanent Global Note”) not earlier than 40 days after the Closing Date upon certification as to non-U.S. beneficial ownership. Interest payments in respect of the Notes cannot be collected without such certification of non-U.S. beneficial ownership. The Permanent Global Note will be exchangeable in certain limited circumstances in whole, but not in part, for Notes in definitive form in the denominations of €100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000. See “Summary of Provisions Relating to the Notes in Global Form”. Lead Manager Co- Manager Banca IMI Crédit Agricole Corporate and Investment Bank The date of this Prospectus is 13 September 2017 IMPORTANT NOTICES This document comprises a prospectus for the purposes of Article 5.3 of the Prospectus Directive and for the purpose of giving information with regard to the Issuer and its subsidiaries taken as a whole (the “Group” or the “TPER Group”) and the Notes which, according to the particular nature of the Issuer and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer. The Issuer accepts responsibility for the information contained in this Prospectus and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus, to the best of its knowledge, is in accordance with the facts and contains no omission likely to affect its import. The Issuer has confirmed to Banca IMI S.p.A. (the “Lead Manager”) and Crédit Agricole Corporate and Investment Bank (the “Co-Manager” and together with the Lead Manager, the “Managers”) that this Prospectus contains or incorporates all information regarding the Issuer, the Group and the Notes which is (in the context of the issue, offering and sale of the Notes) material; such information is true and accurate in all material respects and is not misleading in any material respect; any opinions, predictions or intentions expressed in this Prospectus on the part of the Issuer or the Group are honestly held or made and are not misleading in any material respect; this Prospectus does not omit to state any material fact necessary to make all information contained herein not misleading in any material respect; and all reasonable enquiries have been made to ascertain and to verify the foregoing. This Prospectus is to be read and construed in conjunction with all documents which are deemed to be incorporated herein by reference. This Prospectus shall, save as specified herein, be read and construed on the basis that such documents are so incorporated and form part of this Prospectus. See “Information Incorporated by Reference” below. Investors should rely only on the information contained in this Prospectus. No person is or has been authorised by the Issuer to give any information or to make any representation not contained in or not consistent with this Prospectus or any other information supplied in connection with the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by any of the Issuer or the Managers. Ria Grant Thornton S.p.A. has issued a special purpose independent auditors’ report on the consolidated financial information of the Issuer as at and for the year ended 31 December 2016 restated in accordance with IFRS (the “2016 IFRS Report”), which is incorporated by reference in this Prospectus. Ria Grant Thornton S.p.A. accepts responsibility for the 2016 IFRS Report and declares that, having taken all reasonable care to ensure that such is the case, the information contained in the 2016 IFRS Report, to the best of its knowledge, is in accordance with the facts and contains no omission likely to affect its import. None of the Issuer or the Managers have authorised, nor do they authorise, the making of any offer of the Notes through any financial intermediary, other than offers made by the Managers which constitute the final placement of the Notes contemplated in this Prospectus. Neither this Prospectus nor any other information supplied in connection with the Notes constitutes an offer or invitation by or on behalf of the Issuer or the Managers to any person to subscribe for or to purchase any Notes. The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and the Managers to inform themselves about and to observe any such restrictions. This Prospectus may only be used for the purposes for which it has been published. Neither the Issuer nor the Managers represent that this Prospectus may be lawfully distributed, or that the Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, nor do they assume any responsibility for facilitating any such distribution or offering.

Load more