CASSA CENTRALE RAIFFEISEN DELL'alto ADIGE S.P.A
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Base Prospectus CASSA CENTRALE RAIFFEISEN DELL'ALTO ADIGE S.p.A. (incorporated as a company limited by shares under the laws of the Republic of Italy) Up to €750,000,000 Euro Medium Term Note Programme Under the €750,000,000 Euro Medium Term Note Programme (the "Programme") described in this Base Prospectus, Cassa Centrale Raiffeisen dell'Alto Adige S.p.A. ("Cassa Centrale Raiffeisen" or the "Issuer") may from time to time issue certain non-equity securities ("Notes") in bearer form denominated in any currency, as described in further detail herein. This "Base Prospectus" constitutes a base prospectus for the purposes of Article 5(4) of Directive 2003/71/EC, as amended or superseded (the "Prospectus Directive") and has been approved as such by the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority in Luxembourg for the purposes of the Prospectus Directive and relevant implementing measures in Luxembourg. Pursuant to Article 7(7) of the Luxembourg Law on Prospectuses for Securities, the CSSF assumes no responsibility as to whether the transactions contemplated under this Base Prospectus are economic and financially appropriate or as to the quality or solvency of the Issuer. Applications have been made for Notes issued under the Programme during the period of 12 months from the date of this Base Prospectus 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 of the Markets in Financial Instruments Directive 2014/65/EU. The Programme also allows for Notes to be issued on the basis that they will: (i) be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed by the Issuer or (ii) not be admitted to listing, trading or quotation by any competent authority, stock exchange and/or quotation system. EU BENCHMARKS REGULATION - Interest and/or other amounts payable under the Notes may be calculated by reference to certain reference rates, which may constitute a benchmark under Regulation (EU) 2016/1011 (the "Benchmarks Regulation"). If any such reference rate does constitute such a benchmark, the relevant Final Terms will indicate whether or not the administrator thereof is included in the register of administrators and benchmarks established and maintained by the European Securities and Markets Authority ("ESMA") pursuant to Article 36 of the Benchmarks Regulation. Not every reference rate will fall within the scope of the Benchmarks Regulation. Furthermore transitional provisions in the Benchmarks Regulation may have the result that the administrator of a particular benchmark is not required to appear in the register of administers and benchmarks at the date of the relevant Final Terms. The registration status of any administrator under the Benchmarks Regulation is a matter of public record and, save where required by applicable law, the Issuer does not intend to update any Final Terms to reflect any change in the registration status of the administrator. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks, see "Risk Factors" on page 9. The Notes may be issued on a continuing basis to one or more of the Dealers specified on page 32 and any additional Dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis. Arranger BANCA IMI Dealers Banca IMI DZ BANK AG ING Raiffeisen Bank International AG 16 July 2019 CONTENTS Section Page IMPORTANT NOTICES ____________________________________________________________ 3 CERTAIN DEFINITIONS ____________________________________________________________ 5 STABILISATION __________________________________________________________________ 6 FORWARD-LOOKING STATEMENTS _________________________________________________ 6 MARKET SHARE INFORMATION AND STATISTICS _____________________________________ 6 ALTERNATIVE PERFORMANCE MEASURES __________________________________________ 7 RISK FACTORS __________________________________________________________________ 8 INFORMATION INCORPORATED BY REFERENCE ____________________________________ 31 GENERAL DESCRIPTION OF THE PROGRAMME _____________________________________ 32 FINAL TERMS AND DRAWDOWN PROSPECTUSES ___________________________________ 40 FORMS OF THE NOTES __________________________________________________________ 41 TERMS AND CONDITIONS OF THE NOTES __________________________________________ 45 FORM OF FINAL TERMS __________________________________________________________ 87 SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ________ 103 DESCRIPTION OF THE ISSUER ___________________________________________________ 107 OVERVIEW OF FINANCIAL INFORMATION OF THE ISSUER ___________________________ 120 TAXATION _____________________________________________________________________ 123 SUBSCRIPTION AND SALE_______________________________________________________ 132 GENERAL INFORMATION ________________________________________________________ 136 241842-4-20405-v10.0 47-40721556 IMPORTANT NOTICES The Issuer accepts responsibility for the information contained in this Base 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 Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and Conditions of the Notes" (the "Conditions"), together with a document specific to such Tranche called final terms (the "Final Terms") or in a separate prospectus specific to such tranche (the "Drawdown Prospectus"). This Base Prospectus must be read and construed together with any supplements hereto and with any information incorporated by reference herein and, in relation to any Tranche of Notes which is the subject of Final Terms, must be read and construed together with the relevant Final Terms. In the case of a Tranche of Notes which is the subject of a Drawdown Prospectus, each reference in this Base Prospectus to information being specified or identified in the relevant Final Terms shall be read and construed as a reference to such information being specified or identified in the relevant Drawdown Prospectus unless the context requires otherwise. The Issuer accepts responsibility for the information contained in the Final Terms/Drawdown Prospectus, as the case may be, for each Tranche of Notes issued under the Programme. PRODUCT GOVERNANCE UNDER DIRECTIVE 2014/65/EU, AS AMENDED - The Final Terms or Drawdown Prospectus, as the case may be, in respect of any Notes will include a legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the target market assessment; however, a distributor subject to Directive 2014/65/EU (as amended, "MiFID II") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels. A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance rules under Commission Delegated Directive (EU) 2017/593 (the "MiFID Product Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules. The Issuer has confirmed to the Dealers named under "Certain Definitions" below that this Base Prospectus (including, for this purpose, each relevant Drawdown Prospectus and each relevant Final Terms) contains all information which is (in the context of the Programme and the issue, offering and sale of the Notes) material; that such information is true and accurate in all material respects and is not misleading in any material respect; that any opinions, predictions or intentions expressed herein are honestly held or made and are not misleading in any material respect; that this Base Prospectus does not omit to state any material fact necessary to make such information, opinions, predictions or intentions (in the context of the Programme, the issue, offering and sale of the Notes) not misleading in any material respect; and that all proper enquiries have been made to verify the foregoing. No person has been authorised to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other document entered into in relation to the Programme or any information supplied by the Issuer or such other information as is in the public domain and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuer or any Dealer. Neither the Dealers nor any of their respective affiliates have authorised the whole or any part of this Base Prospectus and none of them makes any representation or warranty or accepts any responsibility as to the accuracy or completeness of information contained in this Base Prospectus.