T.E.R.NA. – Trasmissione Elettricità Rete Nazionale S.P.A. (Incorporated with Limited Liability in the Republic of Italy) E800,000,000 4.90 Per Cent
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OFFERING CIRCULAR T.E.R.NA. – Trasmissione Elettricità Rete Nazionale S.p.A. (incorporated with limited liability in the Republic of Italy) E800,000,000 4.90 per cent. Notes due 2024 Issue Price: 99.624 per cent. and E600,000,000 4.25 per cent. Notes due 2014 Issue Price: 99.968 per cent. The A800,000,000 4.90 per cent. Notes due 2024 (the A Notes) and the A600,000,000 4.25 per cent. Notes due 2014 (the B Notes and, together with the A Notes, the Notes) are issued by T.E.R.NA. – Trasmissione Elettricità Rete Nazionale S.p.A. (the Issuer). Unless previously redeemed or purchased and cancelled, the Issuer will redeem the A Notes at their principal amount on 28th October, 2024 and will redeem the B Notes at their principal amount on 28th October, 2014, in each case as described under “Conditions of the A Notes - Redemption and Purchase” and “Conditions of the B Notes - Redemption and Purchase”, respectively. In particular, the Issuer may, at its option, redeem all, but not some only, of the Notes at any time at par plus accrued interest, in the event of certain tax changes as described under “Conditions of the A Notes - Redemption and Purchase” and “Conditions of the B Notes - Redemption and Purchase”. The A Notes bear interest from, and including, 28th October, 2004 (the Closing Date) at the rate of 4.90 per cent. per annum, payable annually on 28th October in each year. The B Notes bear interest from, and including the Closing Date at the rate of 4.25 per cent. per annum, payable annually on 28th October in each year. The Issuer will not be liable to pay any additional amounts to holders of the Notes or the interest coupons appertaining to the Notes (the Coupons) with respect to any withholding or deduction required pursuant to Italian Legislative Decree No. 239 of 1st April, 1996 and any related implementing regulations, as more fully set out in “Conditions of the A Notes - Taxation” and “Conditions of the B Notes - Taxation” and as described under “Taxation - Italian Taxation”. In addition, certain other customary exceptions to the Issuer’s obligation to pay additional amounts to holders of the Notes or the Coupons with respect to the imposition of withholding or deduction in respect of payments relating to the Notes or the Coupons apply, also as more fully set out in “Conditions of the A Notes - Taxation” and “Conditions of the B Notes - Taxation”. Application has been made for the listing of the Notes on the Luxembourg Stock Exchange. The A Notes and the B Notes will initially each be represented by a temporary global note (the Temporary Global A Note and the Temporary Global B Note, respectively, and together, the Temporary Global Notes), without Coupons, which will be deposited on or about the Closing Date with a common depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear System, (Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg). Interests in the Temporary Global A Note and the Temporary Global B Note will be exchangeable for interests in a permanent global note representing the A Notes (the Permanent Global A Note) and a permanent global note representing the B Notes (the Permanent Global B Note and, together with the Permanent Global A Note, the Permanent Global Notes and, together with the Temporary Global Notes, the Global Notes) respectively, each without Coupons, on or after 7th December, 2004 (the Exchange Date), upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Notes will be exchangeable for definitive Notes only in certain limited circumstances - see “Summary of Provisions relating to the Notes while represented by the Global Notes”. The Notes are in the denominations of A50,000 and integral multiples of A1,000 above A50,000. For so long as the Notes are represented by a Global Note and the relevant clearing system(s) so permit, the Notes shall be tradable in such denominations, subject always to the minimum denomination and trading amount of A50,000. There is no assurance, however, that the relevant clearing system(s) will enforce the minimum trading amount. Joint-Lead Managers Credit Suisse First Boston JPMorgan UBS Investment Bank Co-Lead Managers Dresdner Kleinwort Wasserstein HSBC Lehman Brothers SG CIB Co-Lead Managers ABN AMRO Banca Akros S.p.A. - Gruppo Banca Popolare di Milano Banca Nazionale del Lavoro Banco Bilbao Vizcaya Banc of America Securities Limited Bear, Stearns International Argentaria, S.A. Limited Daiwa Securities SMBC Europe Deutsche Bank Dexia Capital Markets DZ BANK AG HVB Corporates and Markets ING Financial Markets Mitsubishi Securities International plc MPS Finance Nomura International RASFIN SIM S.p.A. Santander Central Hispano The Royal Bank of Scotland The date of this Offering Circular is 26th October, 2004 The Issuer accepts responsibility for the information contained in this Offering Circular. To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. The Issuer, having made all reasonable enquiries, confirms that this Offering Circular contains or incorporates by reference all information which is material in the context of the Notes, that the information contained or incorporated by reference in this Offering Circular is in all material respects true and accurate and not misleading, that the opinions and intentions expressed in this Offering Circular are honestly held and that there are no other facts the omission of which would make this Offering Circular or any of such information or the expression of any such opinions or intentions misleading. The Issuer accepts responsibility accordingly. No person has been authorised to give any information or to make any representation other than those contained in this document in connection with the offering of the Notes and, if given or made, such information or representations must not be relied upon as having been authorised by the Issuer or the Managers (as defined under “Subscription and Sale” below). Neither the delivery of this document nor any sale made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer or the Group since the date hereof. This document does not constitute an offer of, or an invitation by, or on behalf of, the Issuer or the Managers to subscribe for, or purchase, any of the Notes. This document does not constitute an offer, and may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such an offer or solicitation is not authorised or is unlawful. Neither the Managers nor J. P. Morgan Corporate Trustee Services Limited (the Trustee) have separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Managers, the Trustee or any of them as to the accuracy or completeness of the information contained in this Offering Circular or any other information provided by the Issuer in connection with the Notes or their distribution. This Offering Circular is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Issuer, the Managers or the Trustee that any recipient of this Offering Circular should purchase any of the Notes. Each investor contemplating purchasing Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, (the Securities Act) and are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United States or to U.S. persons. For a further description of certain restrictions on the offering and sale of the Notes and on distribution of this document, see “Subscription and Sale” below. All references in this document to euro and E refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended. IN CONNECTION WITH THE ISSUE OF THE NOTES, UBS LIMITED OR ANY PERSON ACTING FOR HIM MAY OVER-ALLOT OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL FOR A LIMITED PERIOD AFTER THE CLOSING DATE. HOWEVER THERE MAY BE NO OBLIGATION ON UBS LIMITED OR ANY AGENT OF UBS LIMITED TO DO THIS. SUCH STABILISING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME AND MUST BE BROUGHT TO AN END AFTER A LIMITED PERIOD. 2 CONTENTS Page Documents Incorporated by Reference ........................................................................................ 4 Conditions of the A Notes ............................................................................................................ 5 Conditions of the B Notes ............................................................................................................ 17 Summary of Provisions Relating to the Notes while Represented by the Global Notes ............ 29 Use of Proceeds ...........................................................................................................................