Fiat Industrial S.P.A. (Incorporated As a Società Per Azioni Under the Laws of the Republic of Italy)
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Level: 3 – From: 3 – Monday, March 26, 2012 – 19:58 – leonardgreenham – 4407 Intro BASE PROSPECTUS Fiat Industrial Finance Europe S.A. (Incorporated with limited liability under the laws of the Grand-Duchy of Luxembourg; Registre de Commerce et des Sociétés de Luxembourg No. 155849) Fiat Industrial Finance North America, Inc. (Incorporated under the laws of the State of Delaware) €10,000,000,000 Global Medium Term Note Programme unconditionally and irrevocably guaranteed by Fiat Industrial S.p.A. (Incorporated as a Società per Azioni under the laws of the Republic of Italy) Under the €10,000,000,000 Global Medium Term Note Programme (the “Programme”) described in this base prospectus (the “Base Prospectus”), Fiat Industrial Finance Europe S.A. (“FIFE”) and Fiat Industrial Finance North America, Inc. (“FIFNA”) (each an “Issuer” and together, the “Issuers”) may from time to time issue notes (the “Notes”) denominated in any currency agreed between the relevant Issuer and the relevant Dealer (as defined below). The payments of all amounts due in respect of Notes will be unconditionally and irrevocably guaranteed by Fiat Industrial S.p.A. (the “Company,” “Fiat Industrial” or the “Guarantor”). An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks, see “Risk Factors” herein. The Base Prospectus has been approved by the Central Bank of Ireland (the “Central Bank”) as competent authority under Prospectus Directive 2003/71/EC (the “Prospectus Directive”). The Central Bank only approves this Base 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 a regulated market for the purposes of Directive 2004/39/EC and/or which are to be offered to the public in any member state of the European Economic Area. Application has been made to the Irish Stock Exchange for the Notes issued under the Programme during the period of 12 months from the date of this Base Prospectus to be admitted to the official list (the “Official List”) and trading on its regulated market. References in the Base Prospectus to the “Irish Stock Exchange” (and all related references) shall mean the regulated market of the Irish Stock Exchange. In addition, references in the Base Prospectus to the Notes being “listed” (and all related references) shall mean that such Notes have been admitted to listing on the Official List of the Irish Stock Exchange and admitted to trading on its regulated market or, as the case may be, a MiFID Regulated Market (as defined below). The regulated market of the Irish Stock Exchange is a regulated market for the purposes of Directive 2004/39/EC, as amended (each such regulated market being a “MiFID Regulated Market”). This document may be used to list Notes on the regulated market of the Irish Stock Exchange pursuant to the Programme. The Programme provides for Notes to be listed on such other or further stock exchange(s) as may be agreed between the relevant Issuer, the Guarantor and the relevant Dealer. Each Issuer may also issue unlisted Notes. The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €10,000,000,000 (or its equivalent in other currencies, subject to increase as provided herein). The Notes will be issued in such denominations as may be agreed between the relevant Issuer and the relevant Dealer and as specified in the applicable Final Terms, save that the minimum denomination of each Note will be such amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Specified Currency (as defined below) and save that the minimum denomination of each Note admitted to trading on a regulated market situated or operating within the European Economic Area (the “EEA”) and/or offered to the public in an EEA state in circumstances which require the publication of a prospectus under the Prospectus Directive will be €100,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency). Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes 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 delivered to the Central Bank on or before the date of issue of the Notes of such Tranche. Copies of the Final Terms relating to Notes which are listed on the Irish Stock Exchange or offered in circumstances which require a prospectus to be published will be available free of charge, at the registered office of each Issuer and the Guarantor. Arrangers BNP PARIBAS Citigroup Dealers Banca IMI Barclays Banco Bilbao Vizcaya Argentaria, S.A. BNP PARIBAS BofA Merrill Lynch Citigroup Commerzbank Crédit Agricole CIB Credit Suisse Deutsche Bank Goldman Sachs International J.P. Morgan Mediobanca Morgan Stanley Natixis Rabobank International Santander Global Banking & Markets Société Générale Corporate & Investment Banking The Royal Bank of Scotland UBS Investment Bank UniCredit Bank The date of the Base Prospectus is 27th March 2012 Level: 3 – From: 3 – Monday, March 26, 2012 – 19:58 – leonardgreenham – 4407 Intro The Base Prospectus is a base prospectus for the purposes of Article 5.4 of the Prospectus Directive. FIFE accepts responsibility for the information contained in this document, with the exception of any information in respect of FIFNA. To the best of the knowledge of FIFE, the information contained in this document in respect of which it accepts responsibility is in accordance with the facts and does not omit anything likely to affect the importance of such information. FIFNA accepts responsibility for the information contained in this document, with the exception of any information in respect of FIFE. To the best of the knowledge of FIFNA, the information contained in this document in respect of which it accepts responsibility is in accordance with the facts and does not omit anything likely to affect the importance of such information. The Guarantor accepts responsibility only for the information contained in this document relating to itself and to the Guarantee (as defined under “Terms and Conditions of the Notes”). To the best of the knowledge of the Guarantor, the information contained in those parts of this document relating to itself and to the Guarantee is in accordance with the facts and does not omit anything likely to affect the importance of such information. Copies of Final Terms will be available from the registered office of each Issuer, the Guarantor and the specified office set out below of each of the Paying Agents (as defined under “Terms and Conditions of the Notes”). Each of the Issuers and the Guarantor has confirmed to the Dealers that the statements contained in the Base Prospectus (including all documents that are incorporated by reference herein – see “Documents Incorporated by Reference”) relating (in the case of each Issuer) to such Issuer and (in the case of the Guarantor) to the Guarantor and the Guarantee are in every material respect true and accurate and not misleading; any opinions, predictions or intentions expressed in the Base Prospectus on the part of any Issuer or the Guarantor (as the case may be) are honestly held or made and are not misleading in any material respect; the Base Prospectus does not omit to state any material fact necessary to make such information, opinions, predictions or intentions (in such context) not misleading in any material respect; and all proper enquiries have been made to ascertain and to verify the foregoing. The data related to market shares or ranks in particular markets that is included in the section entitled “The Fiat Industrial Group” beginning on page 88 hereof has been extracted from a variety of official, non-official and internal sources believed by each Issuer and the Guarantor to be reliable, including the following: the Association of Equipment Manufacturers, the Committee for European Construction Equipment, the Japanese Construction Equipment Manufacturers’ Association, the Korea Construction Equipment Manufacturers’ Association, IHS Global Insight, the European Automobile Manufacturers’ Association, Brazil—Associação Nacional dos Fabricantes de Veículos Automotores, Italy—Ministero delle Infrastrutture e dei Trasporti, France—Association Auxiliarie des Automobiles, Germany—Kraftfahrzeug Bundesamt, Spain—Dirección General de Tráfico and the United Kingdom—Society of Motor Manufacturers and Traders. Each Issuer and the Guarantor confirms that such third-party information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by such sources, no facts have been omitted which would render the reproduced information inaccurate or misleading. The Notes may be issued on a continuing basis to one or more of the Dealers specified under “General Description of the Programme” and any additional Dealer appointed under the Programme from time to time by the Issuers (each a “Dealer” and together the “Dealers”), which appointment may be for a specific issue or on an ongoing basis. References in the 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 purchase such Notes. References in the Base Prospectus to the “relevant Issuer” shall, in relation to an issue of Notes, be to the Issuer of such Notes. 2 Level: 3 – From: 3 – Monday, March 26, 2012 – 19:58 – leonardgreenham – 4407 Intro The Notes have not been and will not be registered under the U.S.