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Base Prospectus Acea BASE PROSPECTUS ACEA S.p.A. (incorporated with limited liability under the laws of the Republic of Italy) €1,500,000,000 Euro Medium Term Note Programme ___________________________________ This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the " CSSF "), which is the Luxembourg competent authority for the purpose of Directive 2003/71/EC, as amended, (the " Prospectus Directive ") and relevant implementing measures in Luxembourg (the Luxembourg law of 10th July, 2005, as amended by the Luxembourg law of 3rd July, 2012, which implements the Prospectus Directive, (the "Luxembourg Prospectus Law ")), as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in Luxembourg for the purpose of giving information with regard to the issue of notes (" Notes ") issued under the Euro Medium Term Note Programme (the "Programme ") described in this Base Prospectus during the period of twelve months after the date hereof and will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu ). Such approval only relates to Notes which are to be admitted to trading on the regulated market of the Luxembourg Stock Exchange or other regulated markets for the purposes of Directive 2004/39/EC. Applications have been made for such Notes to be admitted during the period of twelve months after the date hereof to listing on the official list and to trading on the regulated market of the Luxembourg Stock Exchange. 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. The CSSF assumes no responsibility with regards to the economic and financial soundness of any transaction under this Programme or the quality and solvency of the Issuer in accordance with the provisions of Article 7(7) of the Luxembourg Prospectus Law. Acea S.p.A. (the " Issuer " or " Acea ") may issue Notes under the Programme to one or more of the Dealers named on page 8 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 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. Pursuant to the Programme, the Issuer may issue Notes denominated in any currency agreed with the relevant Dealer, subject to any applicable legal or regulatory restrictions. The Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer save that the minimum denomination of each Note will be €100,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency). The aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €1,500,000,000 (or its equivalent in other currencies calculated as described herein). The Issuer has been assigned a rating of Baa2 by Moody's Investors Service Ltd (" Moody's "), BBB- by Standard & Poor's Credit Market Services Italy S.r.l. (" Standard & Poor's ") and BBB+ by Fitch Italia S.p.A. (" Fitch "). Each of Moody's, Standard & Poor's and Fitch is established in the European Economic Area - i- (" EEA ") and registered under Regulation (EU) No 1060/2009, as amended (the " CRA Regulation "). Each of Moody's, Standard & Poor's and Fitch appears on the latest update of the list of registered credit rating agencies on the European Securities and Markets Authority ("ESMA ") website at www.esma.europa.eu/page/List- registered-and-certified-CRAs. 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. 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. Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the Issuer to fulfil their respective obligations under the Notes are discussed under "Risk Factors" below. Arrangers Banca IMI BNP PARIBAS UniCredit Bank Dealers Banca IMI Banco Bilbao Vizcaya Argentaria, S.A. Barclays BNP PARIBAS Crédit Agricole CIB Deutsche Bank Mediobanca – Banca di Credito MPS Capital Services Finanziario S.p.A. Morgan Stanley & Co. Société Générale Corporate & International plc Investment Banking UniCredit Bank The date of this Base Prospectus is 15 May 2014 - ii- CONTENTS Page IMPORTANT NOTICES .......................................................................................................... 4 GENERAL DESCRIPTION OF THE PROGRAMME ............................................................ 8 RISK FACTORS ..................................................................................................................... 14 INFORMATION INCORPORATED BY REFERENCE ....................................................... 34 FINAL TERMS AND DRAWDOWN PROSPECTUSES ..................................................... 36 FORMS OF THE NOTES ....................................................................................................... 37 TERMS AND CONDITIONS OF THE NOTES .................................................................... 42 FORM OF FINAL TERMS ..................................................................................................... 74 SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ......................................................................................................................................... 85 DESCRIPTION OF THE ISSUER .......................................................................................... 87 OVERVIEW FINANCIAL INFORMATION OF THE ISSUER ......................................... 118 REGULATORY .................................................................................................................... 125 TAXATION ........................................................................................................................... 150 SUBSCRIPTION AND SALE .............................................................................................. 161 GENERAL INFORMATION ................................................................................................ 165 - 3 - IMPORTANT NOTICES This Base Prospectus comprises a base prospectus in respect of all Notes issued under the Programme for the purposes of Article 5.4 of the Prospectus Directive. Responsibility for this Base Prospectus The Issuer accepts responsibility for the information contained in this Base Prospectus and any Final Terms and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Base Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. Final Terms/Drawdown Prospectus 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. Other relevant information This Base Prospectus must be read and construed together with any supplements hereto and with any information incorporated by reference herein 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 Issuer has confirmed to the Dealers named under " Subscription and Sale " below that this Base Prospectus 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 Base 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. Unauthorised information No person has been authorised to give any information or to make any representation not contained in or not consistent with this Base Prospectus
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