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Atlantia S.P.A

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Atlantia S.P.A Atlantia S.p.A. (incorporated as a joint stock company in the Republic of Italy) Unconditionally and irrevocably guaranteed by Autostrade per l’Italia S.p.A. €10,000,000,000 Euro Medium Term Note Programme Under this Euro Medium Term Note Programme (the “Programme”), Atlantia S.p.A. (“Atlantia” or the “Issuer”) may, from time to time, subject to compliance with all applicable laws, regulations and directives, issue debt securities in either bearer or registered form (respectively, “Bearer Notes” and “Registered Notes” and, together, the “Notes”) to be unconditionally and irrevocably guaranteed by Autostrade per l’Italia S.p.A. (“Autostrade Italia” or the “Guarantor”), Atlantia’s wholly-owned subsidiary (the “Guarantee”). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €10 billion (or the equivalent in other currencies). The Notes may be issued on a continuing basis to one or more of the Dealers defined below or any additional Dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis (each a “Dealer” and together, the “Dealers”). References in this Offering Circular to the relevant Dealer, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, shall be to all Dealers agreeing to subscribe for such Notes. This Offering Circular is a “base prospectus” in accordance with Article 5.4 of Directive 2003/71/EC (the “Prospectus Directive”) as amended (which includes the amendments made by Directive 2010/73/EU (the “2010 PD Amending Directive”) to the extent that such amendments have been implemented in the relevant Member State of the European Economic Area). The Offering Circular has been approved by the Central Bank of Ireland (the “Central Bank”), as competent authority under the Prospectus Directive. The Central Bank only approves this Offering Circular 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 or which are to be offered to the public in any Member State of the European Economic Area (each, a “Member State”). Application has been made to the Irish Stock Exchange for Notes issued under the Programme to be admitted to the Official List and trading on its regulated market. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of the Notes, the issue price of the Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under “Overview of the Programme”) of Notes issued under the Programme will be set out in final terms (the “Final Terms”) which, with respect to Notes to be listed on the Irish Stock Exchange, will be filed with the Central Bank. The Programme provides that Notes may be admitted to listing on such other or further stock exchanges as may be agreed upon by and between the Issuer, the Guarantor and the relevant Dealer. The Issuer may also issue unlisted Notes. Where Notes issued under the Programme are admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive, such Notes will not have a denomination of less than €100,000 (or, in the case of notes that are not denominated in euro, the equivalent thereof in such other currency). Investing in the Notes involves risks. Please see the section entitled “Risk Factors” beginning on page 7. The Notes and the Guarantee have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any State or other jurisdiction of the United States, and the Notes may include Bearer Notes that are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered or sold or, in the case of Bearer Notes, delivered in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act (“Regulation S”) in the case of Registered Notes, or as defined in the U.S. Internal Revenue Code of 1986, as amended, and regulations thereunder in the case of Bearer Notes). See “Forms of the Notes” for a description of the manner in which Notes will be issued. Registered Notes are subject to certain restrictions on transfer. See “Subscription and Sale and Transfer and Selling Restrictions”. Bearer Notes will be represented on issue by a temporary global note in bearer form (each a “Temporary Global Note”) or a permanent global note in bearer form (each a “Permanent Global Note” and, together with the Temporary Global Notes, the “Bearer Global Notes”). Registered Notes will be represented by registered certificates (each a “Certificate”, which term shall include where appropriate registered certificates in global form) (“Registered Global Notes”, and together with the Bearer Global Notes, the “Global Notes”), one Certificate being issued in respect of each registered Noteholder’s entire holding of Registered Notes of one Series (as defined under “Overview of the Programme” and “Terms and Conditions of the Notes”). Global Notes may be deposited on the Issue Date (as defined herein) with a common depositary or a common safekeeper (as applicable) on behalf of Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). The provisions governing the exchange of interests in Global Notes for other Global Notes are described in “Forms of the Notes”. The Issuer and the Guarantor may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes set out herein (the “Conditions”), in which event a Drawdown Prospectus (as defined below), if appropriate, will be made available which will describe the effect of the agreement reached in relation to the Notes. Arrangers J.P. Morgan Mediobanca – Banca di Credito Finanziario S.p.A. Dealers Banca IMI Banco Bilbao Vizcaya Argentaria, S.A. BNP PARIBAS Citigroup Crédit Agricole CIB Goldman Sachs International HSBC J.P. Morgan Mediobanca – Banca di Credito Finanziario S.p.A. Natixis The Royal Bank of Scotland Société Générale Corporate & Investment Banking UniCredit Bank The date of this Offering Circular is 31 October 2012. NOTICE TO INVESTORS Each of the Issuer and the Guarantor accepts responsibility for the information contained in this Offering Circular and, to the best of the knowledge of each of the Issuer and the Guarantor (which have taken all reasonable care to ensure that such is the case), the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. Each of the Issuer and the Guarantor, having made all reasonable enquiries, confirms that this Offering Circular contains all information with respect to itself, Atlantia and its subsidiaries and affiliates taken as a whole (Atlantia, together with its consolidated subsidiaries, the “Group”) and the Notes, which according to the particular nature of the Issuer and the Guarantor and the Notes is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and the prospects of the Issuer and the Guarantor and of any rights attaching to the Notes and is (in the context of the Programme, the issue, offering and sale of the Notes and the Guarantee) material, that the statements contained in it are in every material particular true and accurate and not misleading, that the opinions and intentions expressed in this Offering Circular are honestly held, have been reached after considering all relevant circumstances and are based on reasonable assumptions, that there are no other facts, the omission of which would, in the context of the issue and offering of the Notes, make any statement in this Offering Circular misleading in any material respect and that all reasonable enquiries have been made by the Issuer and the Guarantor to ascertain such facts and to verify the accuracy of all such information and statements. This Offering Circular is to be read in conjunction with any supplements hereto and with all documents which are deemed to be incorporated herein by reference and, in relation to any Tranche of Notes, should be read and construed together with the applicable Final Terms. See “Incorporation by Reference” below. This Offering Circular shall, save as specified herein, be read and construed on the basis that such documents are so incorporated and form part of this Offering Circular. Neither this Offering Circular nor any Final Terms constitutes an offer or an invitation to subscribe for or purchase any Notes and should not be considered as a recommendation by the Issuer, the Guarantor or BNY Mellon Corporate Trustee Services Limited (the “Trustee”) that any recipient of the Offering Circular or any Final Terms should subscribe for or purchase any Notes. Each recipient shall be taken to have made its own investigation and appraisal of the financial condition of the Issuer, the Guarantor and the Group. No representation, warranty or undertaking, express or implied, is made by the Arrangers, the Dealers or the Trustee as to the accuracy or completeness of this Offering Circular or any further information supplied in connection with the Programme or the Notes or their distribution.
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