MEDIASET S.P.A. (Incorporated with Limited Liability Under the Laws of the Republic of Italy) €375,000,000 5.125 Per Cent
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Prospectus MEDIASET S.P.A. (incorporated with limited liability under the laws of the Republic of Italy) €375,000,000 5.125 per cent. Notes due 24 January 2019 The issue price of the €375,000,000 5.125 per cent. Notes due 24 January 2019 (the "Notes") of Mediaset S.p.A. (the "Issuer") is 99.463 per cent. of their principal amount. Unless previously redeemed or purchased and cancelled, the Notes will be redeemed at their principal amount on 24 January 2019. The Notes are subject to redemption in whole at their principal amount at the option of the Issuer at any time in the event of certain changes affecting taxation in the Republic of Italy. See "Terms and Conditions of the Notes — Redemption and Purchase". The Notes will bear interest from 24 October 2013 at the rate of 5.125 per cent. per annum payable annually in arrear on 24 January each year commencing on 24 January 2014. Payments on the Notes will be made in Euros without deduction for or on account of taxes imposed or levied by the Republic of Italy to the extent described under "Terms and Conditions of the Notes — Taxation". An investment in the Notes involves certain risks. For a discussion of these risks, see "Risk Factors" on page 3. This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF"), in its capacity as competent authority in Luxembourg, as a prospectus under the Luxembourg Law of 10 July 2005 on Prospectuses for Securities (the "Luxembourg Prospectus Law"), which implements Directive 2003/71/EC (the "Prospectus Directive" as amended, which includes the amendments made by Directive 2010/73/EU). Application has been made for the Notes to be listed on the Official List and admitted to trading on the regulated market of the Luxembourg Stock Exchange, which is a regulated market for the purposes to the Markets in Financial Instruments Directive 2004/39/EC (as amended). This Prospectus (together with the documents incorporated by reference herein) is available on the Luxembourg Stock Exchange's website (www.bourse.lu). The CSSF gives no undertaking as to the economic or financial opportuneness of the transactions contemplated by this Prospectus or the quality or solvency of the Issuer in line with the provisions of article 7(7) of the Luxembourg Prospectus Law. The Notes have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act") and are subject to United States tax law requirements. The Notes are being offered outside the United States by the Joint Lead Managers (as defined herein) in accordance with Regulation S under the Securities Act ("Regulation S"), and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Notes will be in bearer form and in the 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 24 October 2013 (the "Closing Date") with a common safekeeper for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme, ("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. 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". Joint Lead Managers BANCA IMI BNP PARIBAS MEDIOBANCA - BANCA DI CREDITO FINANZIARIO S.p.A. UNICREDIT BANK 23 October 2013 CONTENTS Page IMPORTANT NOTICES ............................................................................................................................. 1 RISK FACTORS .......................................................................................................................................... 3 INFORMATION INCORPORATED BY REFERENCE .......................................................................... 14 TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 16 SUMMARY OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM ............................. 29 DESCRIPTION OF THE ISSUER............................................................................................................. 31 OVERVIEW OF CONSOLIDATED FINANCIAL INFORMATION OF THE ISSUER ........................ 65 TAXATION ............................................................................................................................................... 71 SUBSCRIPTION AND SALE ................................................................................................................... 77 GENERAL INFORMATION .................................................................................................................... 79 IMPORTANT NOTICES This document comprises a prospectus for the purposes of Article 5.3 of the Prospectus Directive. The Issuer accepts responsibility for the information contained in this Prospectus and declares that, to the best of its knowledge, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus 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., BNP Paribas, Mediobanca - Banca di Credito Finanziario S.p.A. and UniCredit Bank AG (together, the "Joint Lead Managers") that this Prospectus contains all information regarding the Issuer and the Notes which is (in the context of the issue 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 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 such information contained herein (in such context) not misleading in any material respect; and all reasonable enquiries have been made to ascertain and to verify the foregoing. This Prospectus should be read in conjunction with all information which is incorporated by reference in and forms part of this Prospectus (see "Information Incorporated by Reference"). The Issuer has not authorised the making or provision of any representation or information regarding the Issuer or the Notes other than as contained in this Prospectus or as approved for such purpose by the Issuer. Any such representation or information should not be relied upon as having been authorised by the Issuer or the Joint Lead Managers. Neither the delivery of this Prospectus nor the offering, sale or delivery of any Note shall in any circumstances create any implication that the information contained herein concerning the Issuer or the Issuer together with its subsidiaries (the "Mediaset Group" or the "Group") is correct at any time subsequent to the date hereof or that any other information supplied in connection with the offering of the Notes is correct as of any time subsequent to the date indicated in the document containing the same, 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 the Issuer or the Group since the date of this Prospectus. Neither this Prospectus nor any other information supplied in connection with the offering of the Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer or any of the Joint Lead Managers that any recipient of this Prospectus or any other information supplied in connection with the offering of the Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer or the Group. Neither this Prospectus nor any other information supplied in connection with the offering of the Notes constitutes an offer or invitation by or on behalf of the Issuer or any of the Joint Lead Managers to any person to subscribe for or to purchase any Notes. The distribution of this Prospectus and the offering, sale and delivery of Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and the Joint Lead Managers to inform themselves about and to observe any such restrictions. Neither the Issuer nor the Joint Lead 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. In particular, no action has been taken by the Issuer or the Joint Lead Managers which is intended to permit a public offering