Amadeus It Group, Sa
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http://www.oblible.com BASE PROSPECTUS AMADEUS IT GROUP, S.A. (incorporated with limited liability in The Kingdom of Spain) EUR 5,000,000,000 Euro Medium Term Note Programme ______________________________________ Under the EUR 5,000,000,000 Euro Medium Term Note Programme (the Programme ) described in this base prospectus (the Base Prospectus ), Amadeus IT Group, S.A. ( Amadeus IT Group or the Issuer ) may from time to time issue notes (the Notes ) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the CSSF ), as competent authority under Regulation (EU) 2017/1129 (the Prospectus Regulation ). The CSSF only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of either the Issuer or the quality of the Notes that are the subject of this Base Prospectus and investors should make their own assessment as to the suitability of investing in the Notes. The CSSF assumes no responsibility as to the economic and financial soundness of the issue of any Notes or the quality or solvency of the Issuer in line with the provisions of article 6(4) of the Luxembourg Act dated 16 July 2019 relating to prospectuses for securities. Application has been made to the Luxembourg Stock Exchange for the Notes issued under the Programme for the period of 12 months from the date of this Base Prospectus to be admitted to the official list of the Luxembourg Stock Exchange (the Official List ) and to be admitted to trading on the Luxembourg Stock Exchange’s regulated market. References in this Base Prospectus to Notes being listed (and all related references) shall mean that such Notes have been admitted to the Official List and admitted to trading on the Luxembourg Stock Exchange’s regulated market. The Luxembourg Stock Exchange’s regulated market is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as amended ( MiFID II ). The Programme also permits Notes to be issued on the basis that they will 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 with the Issuer. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act ) or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold within the United States or to, or for the account or the benefit of, U.S. persons (as defined in Regulation S under the Securities Act ( Regulation S )) except in certain transactions exempt from or not subject to the registration requirements of the Securities Act. The Notes are subject to certain restrictions on transfer; see “Subscription and Sale ”. The Issuer has been rated Baa2 and BBB- respectively, by Moody’s France SAS (Moody’s) and S&P Global Ratings Europe Limited, France Branch (Standard & Poor’s). Tranches of Notes issued under the Programme may be rated or unrated. Where Tranches of Notes are rated, such rating will be specified in the relevant Final Terms. Whether or not a rating in relation to any Tranche of Notes will be treated as having been issued by a credit rating agency established in the European Economic Area and the United Kingdom and registered under Regulation (EC) 1060/2009 on credit rating agencies, as amended (the CRA Regulation ) will be disclosed in the relevant Final Terms. A list of rating agencies registered under the CRA Regulation can be found 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, reduction or withdrawal at any time by the assigning rating agency . This Base Prospectus is available for inspection at the website of the Luxembourg Stock Exchange ( www.bourse.lu ). 1 http://www.oblible.com This Base Prospectus will be valid as a base prospectus under the Prospectus Regulation for 12 months from 4 August 2020 (i.e., until 4 August 2021). The obligation to supplement this Base Prospectus in the event of significant new factors, material mistakes or material inaccuracies will not apply following the expiry of that period. Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the ability of the Issuer to fulfil its obligations under the Notes are discussed under “Risk Factors ” below. Arranger BNP PARIBAS Dealers BBVA Bankia, S.A. Barclays BNP PARIBAS CIC Market Solutions Commerzbank Crédit Agricole CIB Citigroup DZ BANK AG HSBC J.P. Morgan MUFG NatWest Markets Santander Corporate and Investment Banking (SCIB) Société Générale Corporate & Investment Banking UniCredit Bank 4 August 2020 2 TABLE OF CONTENTS Page IMPORTANT NOTICES ............................................................................................................................... 4 OVERVIEW OF THE PROGRAMME ......................................................................................................... 10 RISK FACTORS ............................................................................................................................................ 15 GLOSSARY ................................................................................................................................................... 37 INFORMATION INCORPORATED BY REFERENCE .............................................................................. 40 FINAL TERMS AND DRAWDOWN PROSPECTUSES ............................................................................ 43 FORMS OF THE NOTES .............................................................................................................................. 44 TERMS AND CONDITIONS OF THE NOTES ........................................................................................... 48 FORM OF FINAL TERMS ........................................................................................................................... 80 USE OF PROCEEDS ...................................................................................................................................... 91 SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM .................. 92 DESCRIPTION OF THE ISSUER ................................................................................................................ 94 DESCRIPTION OF THE GROUP ................................................................................................................. 97 TAXATION ................................................................................................................................................. 110 SUBSCRIPTION AND SALE .................................................................................................................... 115 GENERAL INFORMATION ..................................................................................................................... 122 3 IMPORTANT NOTICES Responsibility for this Base Prospectus The Issuer accepts responsibility for the information contained in this Base Prospectus and any applicable Final Terms. To the best of the knowledge of the Issuer, the information contained in this Base Prospectus and any Final Terms is in accordance with the facts and the Base Prospectus (in respect of any Notes, this Base Prospectus as completed by the applicable Final Terms) makes no omission likely to affect the import of such information. Final Terms/Drawdown Prospectus 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 ) as completed by a document specific to such Tranche called final terms (the Final Terms ) or in a separate prospectus specific to such Tranche (the Drawdown Prospectus ) as described under “Final Terms and Drawdown Prospectuses ” below. Other relevant information 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 has confirmed to the Dealers named under “Subscription and Sale ” below that this Base Prospectus contains all information which is (in the context of the Programme, 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 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