Fiat Chrysler Automobiles N.V. Fiat Chrysler Finance Europe
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BASE PROSPECTUS Fiat Chrysler Automobiles N.V. (Incorporated as a public limited liability company (naamloze vennootschap) under the laws of the Netherlands and registered with the Dutch chamber of commerce (Kamer van Koophandel) under number 60372958) as Issuer and as Guarantor, in respect of Notes issued by Fiat Chrysler Finance Europe société en nom collectif and Fiat Chrysler Finance Europe société en nom collectif (previously known as Fiat Chrysler Finance Europe, a public limited liability company (société anoynme)) (Existing as a general partnership under the laws of the Grand-Duchy of Luxembourg, having its registered office at 412F, Route d’Esch, L-2086 Luxembourg, Grand Duchy of Luxembourg and registered with Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés de Luxembourg) under number B-59500 and, as the context requires, acting through its UK branch (the “Branch”)) €20,000,000,000 Euro Medium Term Note Programme Under the €20,000,000,000 Euro Medium Term Note Programme (the “Programme”) described in this base prospectus (the “Base Prospectus”), Fiat Chrysler Automobiles N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands (the “Company” or “FCA N.V.”) and Fiat Chrysler Finance Europe société en nom collectif (previously known as Fiat Chrysler Finance Europe, a public limited liability company (société anoynme)) (and, as the context requires, the Branch, together “FCFE”) (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 issued by FCFE (the “Guaranteed Notes”) will be unconditionally and irrevocably guaranteed by FCA N.V. (in such capacity, the “Guarantor”). FCFE has a right of substitution as set out in Condition 15(a) (Substitution – Substitution of FCFE by FCA) and Condition 15(c) (Substitution – Substitution as Issuer of a Treasury Subsidiary by another Treasury Subsidiary). FCFE may at any time, without the consent of the Noteholders or the Couponholders, substitute for itself as principal debtor under the Notes and the Coupons either FCA N.V. as Issuer or any of FCA N.V.’s Treasury Subsidiaries (as defined below). FCA N.V. has a right of substitution as set out in Condition 15(b) (Substitution – Substitution of FCA by a Treasury Subsidiary). FCA N.V. may, at any time, without the consent of the Noteholders or the Couponholders, substitute for itself as principal debtor under the Notes and Coupons any of its Treasury Subsidiaries provided that FCA N.V. shall guarantee the obligations of such Treasury Subsidiary. The relevant Treasury Subsidiary (failing which, FCA N.V.) shall indemnify each Noteholder and Couponholder against any adverse tax consequences of such a substitution. For further details regarding these rights of substitution, see Condition 15 (Substitution). 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 as a base prospectus by the Central Bank of Ireland (the “Central Bank”), as competent authority under Regulation (EU) 2017/1129 (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. Approval by the Central Bank of Ireland should not be considered as an endorsement of the relevant Issuer or the Guarantor or the quality of the Notes. Investors should make their own assessment as to the suitability of investing in the Notes. Such approval relates only to the Notes which are to be admitted to trading on a regulated market for the purposes of Directive 2014/65/EU (as amended, “MiFID II”) and/or which are to be offered to the public in any member state of the European Economic Area or in the United Kingdom (each, a “Relevant State”). Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin”) 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 Euronext Dublin (and all related references) shall mean the regulated market of Euronext Dublin. 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 Euronext Dublin 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 Euronext Dublin is a regulated market for the purposes of MiFID II, (each such regulated market being a “MiFID Regulated Market”). This document may be used to list Notes on the regulated market of Euronext Dublin 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 €20,000,000,000 (or its equivalent in other currencies, subject to increase as provided herein). The Notes will be issued in such denominations (each a “Specified Denomination”) 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 indicated in the applicable Final Terms (as defined below) (the “Specified Currency”) and save that the minimum denomination of each Note admitted to trading on a regulated market situated or operating within a Relevant State and/or offered to the public in a Relevant State in circumstances which require the publication of a prospectus under the Prospectus Regulation 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 Euronext Dublin, 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 Euronext Dublin will be available free of charge, at the registered office of each Issuer, at the principal executive offices of the Guarantor and at the specified office of each of the Paying Agents (as defined under “Terms and Conditions of the Notes”), as well as on FCA’s website at www.fcagroup.com. FCA’s website and its content (except for any documents available at the links mentioned herein to the extent incorporated by reference herein) do not form part of the Base Prospectus. The Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of the Base Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuers, the Guarantor and the Dealers do not represent that the Base Prospectus may be lawfully distributed, or that any 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, or assume any responsibility for facilitating any such distribution or offering. In particular, the Notes and any Guarantee thereof, have not been and will not be registered under the U.S. Securities Act of 1933 (as amended, the “Securities Act”) and are subject to United States tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United States, or to or for the account or benefit of, U.S. persons. Amounts payable under Floating Rate Notes may be calculated by reference to LIBOR, EURIBOR or CNH HIBOR as specified in the relevant Final Terms. As at the date of this Base Prospectus, (i) the administrators of LIBOR and EURIBOR, ICE Benchmark Administration Limited and European Money Market Institute, respectively, appear 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 “Benchmarks Regulation”), and (ii) the administrator of CNH HIBOR does not appear on such register. As far as each Issuer is aware, the transitional provisions in Article 51 of the Benchmarks Regulation apply, such that the European Money Markets Institute (as administrator of EURIBOR) and Treasury Markets Association (as administrator of CNH HIBOR) are not currently required to obtain authorisation or registration (or, if located outside the European Union and United Kingdom, recognition, endorsement or equivalence). This Base Prospectus (as supplemented as at the relevant time, 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.