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BASE PROSPECTUS ASTM Spa Subject to The BASE PROSPECTUS ASTM S.p.A. subject to the direction and coordination of Nuova Argo Finanziaria S.p.A. (incorporated with limited liability under the laws of the Republic of Italy) €3,000,000,000 Euro Medium Term Note Programme Under the €3,000,000,000 Euro Medium Term Note Programme (the “Programme”) described in this Base Prospectus, ASTM S.p.A. (“ASTM” or the “Issuer”), subject to the direction and coordination of Nuova Argo Finanziaria S.p.A., may, from time to time, subject to all applicable laws and regulations, issue notes (the “Notes”) qualifying as obbligazioni pursuant to Article 2410 et seq. of the Italian Civil Code in any currency agreed between the Issuer and the relevant Dealer(s) (as defined below). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €3,000,000,000 (or its equivalent in other currencies at the date of issue), save that the maximum aggregate principal amount may be increased from time to time, subject to compliance with the relevant provisions of the Programme and applicable laws and regulations in force from time to time. Notes will be issued in Series and, in the case of Secured Notes (as defined below), will be subject to, and have the benefit of, (i) an Italian law-governed intercreditor agreement dated 8 October 2010 (as amended or supplemented from time to time, the “Intercreditor Agreement”) between, inter alios, the Issuer, Mediobanca – Banca di Credito Finanziario S.p.A. as intercreditor agent (the “Intercreditor Agent”), Deutsche Trustee Company Limited as trustee (the “Trustee”) and the other Secured Creditors (as defined below) and (ii) one or more Italian law-governed deeds of pledge over the Issuer’s receivables and monetary claims (crediti pecuniari) arising pursuant to the Intercompany Loans (as defined below) granted out of the proceeds of the Secured Notes (the “Deeds of Pledge”) to be entered into by the Issuer in favour of the holders of the relevant Series of Secured Notes and the Trustee on or about the date of issue of each Series of Secured Notes. Pursuant to the Intercreditor Agreement, proceeds from the enforcement of the Security Interests created pursuant to the Deeds of Pledge will be shared pro rata among the Secured Creditors who have enforced their respective Security Interests against the Issuer pursuant to the Security Documents (as defined below) (See Condition 5 “Special Provisions of Secured Notes” below). Investing in Notes issued under the Programme involves certain risks. For a discussion of these risks, see “Risk Factors” beginning on page 7 below. The Base Prospectus has been approved by the Central Bank of Ireland (the “Central Bank”), as competent authority under Regulation (EU) No. 2017/1129 of 14 June 2017 (the “Prospectus Regulation”). The Central Bank only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of either the Issuer or the quality of the Notes that are the subject of this Base Prospectus and investors should make their own assessment as to the suitability of investing in the Notes. This Base Prospectus is valid for a period of twelve months from the date of approval. Such approval relates only to the Notes which are to be admitted to trading on the regulated market of the Irish Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin”) or other regulated markets for the purposes of Directive 2014/65/EU or which are to be offered to the public in any member state of the European Economic Area. Application has been made to Euronext Dublin for the Notes to be admitted to the Official List and trading on its regulated market. The Programme also permits Notes to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer. This Base Prospectus (as supplemented, if applicable) is valid for 12 months from its date in relation to Notes which are to be admitted to trading on a regulated market in the EEA. For these purposes, references(s) to the EEA include(s) the United Kingdom. The obligation to supplement this Base Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid. ASTM’s long-term senior secured debt and senior unsecured debt are currently rated “Baa2” (with a stable outlook) by Moody’s Investors Service España, S.A. (“Moody’s”) and “BBB” (with a stable outlook) by Fitch Ratings Ireland Limited (“Fitch”). Each of Moody’s and Fitch is established in the European Union and registered under Regulation (EC) No. 1060/2009 (as amended) (the “CRA Regulation”) and as such is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation. Tranches of Notes to be issued under the Programme will be rated or unrated. Where a Tranche of Notes is to be rated, such rating will not necessarily be the same as the rating assigned to the Issuer or to Notes already issued. Where a Tranche of Notes is rated, the applicable rating(s) will be specified in the relevant Final Terms. Whether or not a rating in relation to any Tranche of Notes will be treated as having been issued by a credit rating agency established in the European Union and registered under the CRA Regulation will be disclosed in the relevant Final Terms. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. The Notes may be issued on a continuing basis to one or more of the Dealers named below and any additional Dealer appointed under the Programme from time to time by the Issuer (each a “Dealer” and together the “Dealers”), which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the “relevant Dealer” shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. EU BENCHMARKS REGULATION – Amounts payable under any floating rate notes issued under the Programme may be calculated by reference to either the Euro Interbank Offered Rate (“EURIBOR”) or the London Interbank Offered Rate (“LIBOR”), as specified in the relevant Final Terms (as defined below). As at the date of this Base Prospectus, EURIBOR is provided and administered by the European Money Markets Institute (“EMMI”), and LIBOR is provided and administered by ICE Benchmark Administration Limited (“ICE”). At the date of this Base Prospectus, both EMMI and ICE are authorised as benchmark administrators and included on the register of administrators and benchmarks established and maintained by the European Securities and Markets Authority (“ESMA”) pursuant to article 36 of the Benchmark Regulation (Regulation (EU) 2016/1011) (the “BMR”). Arrangers Mediobanca UniCredit Bank Dealers Mediobanca UniCredit Bank 12 August 2020 IMPORTANT NOTICES This Base Prospectus comprises a base prospectus for the purposes of Article 8 of Regulation (EU) No. 2017/1129 of 14 June 2017 (the “Prospectus Regulation”). ASTM, a company subject to the direction and co-ordination of Nuova Argo Finanziaria S.p.A. in accordance with Articles 2497 et seq. of the Italian Civil Code, accepts responsibility for the information contained in this Base Prospectus and declares that, to the best of its knowledge, the information contained in this Base Prospectus is in accordance with the facts and that the Base Prospectus makes no omission likely to affect its import. Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under “Terms and Conditions of the Notes” (the “Conditions”) as completed by a document specific to such Tranche called final terms (the “Final Terms”) or in a separate prospectus specific to such Tranche (the “Drawdown Prospectus”) as described under “Final Terms and Drawdown Prospectuses” below. This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “Information Incorporated by Reference”). This Base Prospectus must be read and construed together with any amendments or supplements hereto and, in relation to any Tranche of Notes which is the subject of Final Terms, must be read and construed together with the relevant Final Terms. In the case of a Tranche of Notes which is the subject of a Drawdown Prospectus, each reference in this Base Prospectus to information being specified or identified in the relevant Final Terms shall be read and construed as a reference to such information being specified or identified in the relevant Drawdown Prospectus unless the context requires otherwise. The only persons authorised to use this Base Prospectus in connection with an issue of Notes are the persons named in Paragraph 8 (Distribution) of “Part B – Other information” of the applicable Final Terms as the relevant Dealer or the Managers, as the case may be. The Issuer has confirmed to the Dealers named in “General Description of the Programme” below
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