Banca Monte Dei Paschi Di Siena S.P.A
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http://www.oblible.com BASE PROSPECTUS dated 22 July 2020 Banca Monte dei Paschi di Siena S.p.A. €50,000,000,000 Debt Issuance Programme Under this €50,000,000,000 Debt Issuance Programme (the “ Programme”), Banca Monte dei Paschi di Siena S.p.A. (the “ Issuer” or “ B MPS ” or “ Bank”) may from time to time issue notes governed by English Law (the “ English Law Notes”) and notes governed by Italian Law (the “ Italian Law Notes” and together with the English Law Notes, the “ Notes”) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €50,000,0 00,000 (or its equivalent in other currencies calculated as described herein), subject to increase as described herein. The Notes may be issued on a continuing basis to one or more of the Dealers specified under “ General Description of the Programme” 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” s hall, 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 purchase such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see “ Risk Factors”. This Base Prospectus has been approved as a base prospectus by the Commission de Surveillance du Secteur Financier (the “ CSSF”), as competent authority under Regulation (EU) 2017/1129 (the “ Prospectus Regulation”) and the Luxembourg act relating to prospectuses for securities dated 16 July 2019 (Loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières et portant mise en oeuvre du règlement (UE) 2017/1129) (the “ Luxembourg Prospectus Law”). The CSSF only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the CSSF should not be considered as an endorsement of the Issuer or of the quality of the Notes. Investors should make their own assessment as to the suitability of investing in the Notes. The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Base Prospectus or the quality or solvency of the Issuer. Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. References in this Base Prospectus to Notes being “ listed” (and all related references) shall mean that such Notes have been 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 Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2014/65/EU). This Base Prospectus (as supplemented as at the relevant time, if applicable) is valid for 12 months from its date of approval in relation to Notes which are to be admitted to trading on a regulated market in the European Economic Area and/or offered to the public in the European Economic Area other than in circumstances where an exemption is available under Article 1(4) and/or 3(2) of the Prospectus Regulation. The validity of this Base Prospectus ends upon expiration of 22 July 2021. For these purposes, reference(s) to the EEA include(s) the United Kingdom. The obligation to supplement this Base Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid. http://www.oblible.com The requirement to publish a prospectus under the Prospectus Regulation only applies to Notes which are to be admitted to trading on a regulated market in the EEA and/or offered to the public in the EEA other than in circumstances where an exemption is available under Article 1(4) and/or 3(2) of the Prospectus Regulation (and for these purposes, references to the EEA include the United Kingdom). References in this Base Prospectus to “ Exempt Notes” are to Notes for which no prospectus is required to be published under the Prospectus Regulation. The CSS F has neither approved nor reviewed information contained in this Base Prospectus in connection with Exempt Notes and with the Form of Pricing Supplement. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche (as defined under “ Terms and Conditions for the English Law Notes” or under “ Terms and Conditions for the Italian Law Notes”) of Notes will (other than in the case of Exempt Notes, as defined above) be set out in a final terms document (the “ Final Terms”) which will be filed with the CSSF. Copies of Final Terms in relation to Notes to be listed on the Luxembourg Stock Exchange will also be published on the website of the Luxembourg Stock Exchange (www.bourse.lu). In the case of Exempt Notes, notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche will be set out in a pricing supplement document (the “ Pricing Supplement”). The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitt ed to trading on any market. In certain circumstances, payments of interest relating to the Notes are subject to a deduction by way of “ imposta sostitutiva” or withholding tax as more fully set out in Condition 6 (Taxation) of the Terms and Conditions fo r the English Law Notes or in Condition 6 (Taxation) of the Terms and Conditions for the Italian Law Notes and in “ Italian Taxation”. The rating of certain Series of Notes to be issued under the Programme may be specified in the Form of Final Terms. Whether or not each credit rating applied for in relation to relevant Series of Notes will be issued by a credit rating agency established in the European Union and registered under Regulation (EC) No 1060/2009 (as amended) (the “ CRA Regulation”) will be disclosed in the Final Terms. Such credit rating agency will be included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the as signing Rating Agency. Please also refer to “ Ratings of the Notes” in the “ Risk Factors” section of this Base Prospectus. Amounts payable under the Floating Rate Notes and/or the Reset Notes may be calculated by reference to the euro interbank offered rate (“ EURIBOR”) or the London interbank offered rate (“ LIBOR”), as specified in the relevant Final Terms. As at the date of this Base Prospectus, the ICE Benchmark Administration (as administrator of LIBOR) and the European Money Markets Institute (as administrator of EURIBOR) are included in the register of administrators maintained by the European Securities and Markets Authority (“ ESMA”) under Article 36 of the Regulation (EU) No. 2016/1011 (the “ Benchmarks Regulation”). ARRANGER NatWest Markets DEALERS Barclays BofA Securities Citigroup Crédit Agricole CIB Credit Suisse Deutsche Bank Goldman Sachs International HSBC J.P. Morgan Mediobanca - Banca di Credito Finanziario S.p.A. Morgan Stanley MPS Capital Services Banca per le Imprese S.p.A. NatWest Markets Société Générale Corporate & Investment Banking UBS Investment Bank 0011398-0005265 EUO2: 2 1550253072.29 IMPORTANT INFORMATION Responsibility Statement The Issuer accepts responsibility for the information contained in this Base Prospectus , any supplement thereto and the Final Terms for each Tranche of Notes issued under the Programme. To the best of the knowledge of the Issuer (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. This Base Prospectus constitutes a base prospectus for the issuance of Notes under the Programme by BMPS. This base prospectus constitutes a base prospectus in respect of all Notes other than Exempt Notes issued under the Programme for the purposes of Article 8 of the Prospectus Regulation. When used in this Base Prospectus, Prospectus Regulation means Regulation (EU) 2017/1129. This Base Prospectus is to be read in conjunction with all documents which are incorporated herein by reference (see “Documents Incorporated by Reference” below). This Base Prospectus shall be read and construed on the basis that such documents incorporated by reference and form part of this Base Prospectus. Other than in relation to the documents which are incorporated by reference (s ee “Documents Incorporated by Reference”), the information on the websites to which this Base Prospectus refers does not form part of this Base Prospectus and has not been scrutinised or approved by the CSSF.