€250,000,000 3.625 Per Cent. Notes Due 28 January 2027
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(incorporated with limited liability under the laws of the Republic of Italy) €250,000,000 3.625 per cent. Notes due 28 January 2027 The issue price of the €250,000,000 3.625 per cent. Notes due 28 January 2027 (the “Notes”) of Salini Impregilo S.p.A. (the “Issuer” or “Salini Impregilo”) is 100 per cent. of their principal amount. The Notes will comprise €126,659,000 in aggregate principal amount of Notes to be issued in exchange for existing securities pursuant to the Exchange Offer referred to under “Exchange Offer” below (the “Exchange Notes”) and €123,341,000 in aggregate principal amount of additional Notes to be issued for subscription for cash (the “Additional Notes”). The Exchange Notes and the Additional Notes constitute the same class and form a single series of Notes. Unless previously redeemed or cancelled, the Notes will be redeemed at their principal amount on 28 January 2027. The Notes are subject to redemption, in whole but not in part, at their principal amount, plus interest, if any, to the date fixed for redemption at the option of the Issuer at any time in the event of certain changes affecting taxation in the Republic of Italy. In addition, the holder of a Note may, by the exercise of the relevant option, require the Issuer to redeem such Note at 100 per cent. of its principal amount together with accrued and unpaid interest (if any) upon the occurrence of a Change of Control (as defined below). The Issuer may also elect to redeem all, but not some only, of the Notes at an amount calculated on a “make whole” basis. See “Terms and Conditions of the Notes — Redemption and Purchase”. The Notes will bear interest from 28 January 2020 (the “Issue Date”) at the rate of 3.625 per cent. per annum payable annually in arrears on 28 January each year commencing on 28 January 2021. Payments on the Notes will be made in Euro without deduction for or on account of taxes imposed or levied by the Republic of Italy to the extent described under “Condition 9 (Taxation)”. The Notes will constitute direct, general and unconditional obligations of the Issuer which will at all times rank pari passu among themselves and at least pari passu with all other present and future unsecured obligations of the Issuer, save for certain mandatory exceptions of applicable law. The prospectus (the “Prospectus) has been approved by the Central Bank of Ireland (the “Central Bank”), as competent authority under Regulation (EU) 2017/1129 (the “Prospectus Regulation”). This Prospectus constitutes a prospectus for the purposes of the Prospectus Regulation. The Central Bank only approves this 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 Prospectus and investors should make their own assessment as to the suitability of investing in the Notes. Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin”) for the Notes to be admitted to its official list (the “Official List”) and trading on the Regulated Market of Euronext Dublin (the “Market”) with effect from the Issue Date. References in this Prospectus to Notes being “listed” (and all related references) shall mean that the Notes have been admitted to the Official List and have been admitted to trading on the Market. The 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”). This Prospectus is available for viewing on the website of Euronext Dublin (www.ise.ie). 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 United States tax law requirements. The Notes are being offered outside the United States by the Managers (as defined in “Subscription and Sale”) in accordance with Regulation S under the Securities Act (“Regulation S”), and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. For a description of certain restrictions on transfers of the Notes, see “Subscription and Sale”. Investing in the Notes involves risks. See “Risk Factors” beginning on page 5 of this Prospectus for a discussion of certain risks prospective investors should consider in connection with any investment in the Notes. The Notes will be in bearer form in the denomination of €100,000 each and, for so long as the Notes are represented by a Global Note (as defined below) and Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) (or other relevant clearing system) allow, in denominations of €1,000 in excess of €100,000, up to and including €199,000. The Notes will initially be in the form of a temporary global note (the “Temporary Global Note”), without interest coupons, which will be deposited on or around the Issue Date with a common safekeeper for Euroclear and Clearstream, Luxembourg. The Temporary Global Note will be exchangeable, in whole or in part, for interests in a permanent global note (the “Permanent Global Note”, and together with the Temporary Global Note, each a “Global Note”), without interest coupons, not earlier than 40 days after the Issue Date upon certification as to non-U.S. beneficial ownership. Interest payments in respect of the Notes cannot be collected without such certification of non U.S. beneficial ownership. The Permanent Global Note will be exchangeable in certain limited circumstances in whole, but not in part, for Notes in definitive form in principal amounts equal to €100,000 and integral multiples of €1,000 in excess thereof, up to and including €199,000, each with interest coupons attached. No Notes in definitive form will be issued with a denomination above €199,000. See “Summary of Provisions Relating to the Notes in Global Form”. This Prospectus will be valid for a year from 24 January 2020. The obligation to supplement the Prospectus in the event of significant new factors, material mistakes or material inaccuracies will not apply when the Prospectus is no longer valid. For this purpose, “valid” means valid for making offers to the public or admissions to trading on a regulated market by or with the consent of the Issuer and the obligation to supplement the Prospectus is only required within its period of validity between the time when the Prospectus is approved and the closing of the offer period for the Notes or the time when trading on a regulated market begins, whichever occurs later. The Notes will be rated BB- by Standard & Poor’s Credit Market Services Italy S.r.l. (“Standard & Poor’s”). Standard & Poor’s is established in the EEA and registered under Regulation (EU) No 1060/2009, as amended (the “CRA Regulation”). S&P appears on the latest update of the list of registered credit rating agencies on the ESMA website http://www.esma.europa.eu. A security 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. JOINT LEAD MANAGERS Banca Akros S.p.A. – Gruppo Banca IMI Banco BPM BofA Securities Citigroup Goldman Sachs International Natixis UniCredit Bank Co-Managers BBVA Equita SIM MPS Capital Services Banca per le Imprese S.p.A. Prospectus dated 24 January 2020 IMPORTANT NOTICES This document comprises a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”). The Issuer accepts responsibility for the information contained in this Prospectus and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus, to the best of its knowledge, is in accordance with the facts and contains no omission likely to affect its import. The Issuer has confirmed to Banca Akros S.p.A. – Gruppo Banco BPM, Banca IMI S.p.A., Citigroup Global Markets Limited, Goldman Sachs International, Merrill Lynch International, Natixis and UniCredit Bank AG (the “Joint Lead Managers”) and Banco Bilbao Vizcaya Argentaria S.A., Equita SIM S.p.A. and MPS Capital Services Banca per le Imprese S.p.A. (the “Co-Managers” and together with the Joint Lead Managers, the “Managers”) that this Prospectus contains or incorporates all information regarding the Issuer and the Group as of the date of this Prospectus (where “Group” means the Issuer and its consolidated subsidiaries) and the Notes which are (in the context of the issue of the Notes) material; such information is true and accurate in all material respects and is not misleading in any material respect; any opinions, predictions or intentions expressed in this Prospectus on the part of the Issuer or the Group are honestly held or made and are not misleading in any material respect; this Prospectus does not omit to state any material fact necessary to make such information, opinions, predictions or intentions (in such context) not misleading in any material respect; and all proper enquiries have been made to ascertain and to verify the foregoing. To the fullest extent permitted by law, none of the Managers, BNY Mellon Corporate Trustee Services Limited as trustee (the “Trustee”) or The Bank of New York Mellon, London Branch, as principal paying agent (the “Principal Paying Agent”) accepts any responsibility for the contents of this Prospectus or for any other statements made or purported to be made by any of the Managers or on its behalf or by the Trustee or on its behalf or by the Principal Paying Agent or on its behalf in connection with the Issuer or issue and offering of any Note.