Base Prospectus Dated 12 May 2020
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Base Prospectus dated 12 May 2020 Cassa depositi e prestiti S.p.A. (incorporated with limited liability in the Republic of Italy) Euro 15,000,000,000 Debt Issuance Programme Under the Debt Issuance Programme (the "Programme") described in this base prospectus (the "Base Prospectus"), which constitutes a base prospectus for the purposes of Article 8 of Regulation (EU) No. 2017/1129 of 14 June 2017 (the "Prospectus Regulation"), Cassa depositi e prestiti S.p.A. (the "Issuer" or "CDP"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the "Notes"). The aggregate nominal amount of the Notes outstanding will not at any time exceed Euro 15,000,000,000 (or its equivalent in other currencies). The maximum aggregate principal amount of Notes which may be outstanding at any one time under the Programme may be increased from time to time, subject to compliance with the relevant provisions of the Dealer Agreement as defined under "Subscription and Sale". The Notes issued under this Programme may be issued in such denominations as may be agreed between the Issuer and the relevant Dealer(s) (as defined under "Description of the Programme") save that the minimum denomination of each Note will be Euro 100,000 (or, if the Notes are denominated in a currency other than Euro, the equivalent amount in such currency). The Notes may be issued on a continuing basis to one or more of the Dealers specified hereunder 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, 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 subscribe such Notes. This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"), which is the Luxembourg competent authority under the Prospectus Regulation, as a base prospectus issued in compliance with the Prospectus Regulation for the purpose of giving information with regard to the issue of Notes issued under the Programme described in this Base Prospectus during the period of twelve months after the date hereof. The CSSF has only approved the Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such an approval should not be considered as an endorsement of the Issuer nor as an endorsement of the quality of any Notes that are the subject of this Base Prospectus and investors should make their own assessment as to the suitability of investing in any Notes. This Base Prospectus is valid until 12 May 2021, which is a period of twelve months from the date of approval. 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 regulated market of the Luxembourg Stock Exchange is a regulated market for the purposes of Directive 2014/65/EU on markets in financial instruments. References in this Base Prospectus to Notes being "listed" (and all related references) shall mean that such Notes are intended to be admitted to trading on the Luxembourg Stock Exchange's regulated market and have been admitted to the Official List 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 listing authority, stock exchange and/or quotation system, or to be issued on the basis that they will be admitted to listing, trading and/or quotation by such other or further stock exchanges, markets and/or quotation systems as may be agreed between the Issuer and the relevant Dealer. Notes will be issued by the Issuer to raise funds for its general funding purposes or, if so specified in the applicable Final Terms, for financing or refinancing green, social or sustainable projects, as the case may be, in accordance with the principles set out by the International Capital Market Association ("ICMA") (respectively, the Green Bond Principles ("GBP"), the Social Bond Principles ("SBP") or the Sustainability Bond Guidelines ("SBG")). The Notes will be issued in series (each, a "Series") and each Series may be issued in one or more tranches (each, a "Tranche"). The terms of each Series will be set forth in the relevant Final Terms prepared in relation thereto in accordance with the provisions of this Base Prospectus. An investment in Notes issued under this Programme involves certain risks. The principal risk factors that may affect the abilities of the Issuer to fulfil its obligations under the Notes are discussed under "Risk Factors" below. Each Tranche 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"). The Notes will be held in dematerialised form on behalf of the beneficial owners, until redemption or cancellation thereof, by Monte Titoli S.p.A. with registered office and principal place of business at Piazza degli Affari 6, 20123 Milan, Italy ("Monte Titoli"), for the account of the relevant Monte Titoli Account Holders. The expression "Monte Titoli Account Holders" means any authorised financial intermediary institution entitled to hold accounts on behalf of their customers with Monte Titoli and includes any depository banks appointed by Euroclear Bank SA/NV as operator of the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme, Luxembourg ("Clearstream, Luxembourg"). The Notes have been accepted for clearance by Monte Titoli. The Notes will at all times be held in book entry form and title to the Notes will be evidenced by book entries pursuant to the relevant provisions of Italian Legislative Decree dated 24 February 1998, No. 58, as subsequently amended and supplemented ("Legislative Decree No. 58") and in accordance with CONSOB and Bank of Italy Joined Regulation dated 13 August 2018, as subsequently amended and supplemented ("CONSOB and Bank of Italy Regulation"). The Noteholders may not require physical delivery of the Notes. However, the Noteholders may ask the relevant intermediaries for certification pursuant to Article 83-quinquies and 83-sexies of Legislative Decree No. 58. The Programme is, as of the date of this Base Prospectus, rated BBB- by Fitch Ratings Limited ("Fitch Ratings"), BBB by S&P Global Ratings Europe Limited ("S&P") and BBB+ by Scope Ratings GmbH ("Scope"). Each of Fitch Ratings, S&P and Scope is established in the EEA or the United Kingdom and registered under Regulation (EC) No. 1060/2009, as amended (the "CRA Regulation"), and is included in the list of registered credit rating agencies published on the website of the European Securities and Markets Authority at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. Product Classification pursuant to Section 309B of the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the "SFA") The Final Terms in respect of any Notes may include a legend entitled "Singapore Securities and Futures Act Product Classification" which will state the product classification of the Notes pursuant to section 309(B)(1) of the SFA. The Issuer will make a determination and provide the appropriate written notification to "relevant persons" in relation to each issue about the classification of the Notes being offered for purposes of section 309B(1)(a) and section 309B(1)(c) of the SFA. Joint Arrangers Cassa depositi e prestiti S.p.A. Barclays Dealers Banca IMI Barclays BNP PARIBAS BofA Securities Citigroup Commerzbank Crédit Agricole CIB Credit Suisse Deutsche Bank HSBC J.P. Morgan Mediobanca Morgan Stanley MPS Capital Services Nomura Société Générale Corporate & Investment Banking UBS Investment Bank UniCredit Bank 252522-4-20868-v12.2 47-40742158 TABLE OF CONTENTS IMPORTANT NOTICES ............................................................................................. 2 RISK FACTORS ........................................................................................................ 8 DESCRIPTION OF THE PROGRAMME .................................................................. 30 DOCUMENTS INCORPORATED BY REFERENCE ............................................... 37 SUPPLEMENT TO THE BASE PROSPECTUS ...................................................... 42 TERMS AND CONDITIONS OF THE NOTES ......................................................... 43 DESCRIPTION OF CASSA DEPOSITI E PRESTITI S.P.A. .................................... 91 SELECTED FINANCIAL INFORMATION RELATING TO CDP ............................ 152 SELECTED FINANCIAL INFORMATION RELATING TO CDP GROUP .............. 153 TAXATION ............................................................................................................. 154 SUBSCRIPTION AND SALE ................................................................................. 168 GENERAL INFORMATION ................................................................................... 174 252522-4-20868-v12.2 - 1