DAVIDE CAMPARI-MILANO N.V. (Incorporated in the Netherlands As a Public Limited Liability Company (Naamloze Vennootschap)) €550,000,000 1.250 Per Cent
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DAVIDE CAMPARI-MILANO N.V. (incorporated in the Netherlands as a public limited liability company (naamloze vennootschap)) €550,000,000 1.250 per cent. Notes due 6 October 2027 The issue price of the €550,000,000 1.250 per cent. Notes due 6 October 2027 (the Notes) of Davide Campari-Milano N.V. (the Issuer) is 99.760 per cent. of their principal amount. Unless previously redeemed or purchased and cancelled, the Notes will be redeemed at their principal amount on 6 October 2027 (the Maturity Date). The Notes are subject to redemption in whole at their principal amount at the option of the Issuer at any time in the event of certain changes affecting taxation in any Relevant Jurisdiction (as defined below). See Condition 6.2 (Redemption for Taxation Reasons) of the “Terms and Conditions of the Notes”. Noteholders may require the Issuer to redeem their Notes upon the occurrence of a Change of Control, as described in Condition 6.3 (Redemption at the Option of the Holders upon a Change of Control). The Issuer may, at its option in the event 20 per cent. or less of the initial aggregate principal amount of Notes remains outstanding, redeem all the remaining Notes (see Condition 6.4 (Redemption at the Option of the Issuer (Clean-up Call)). The Issuer may also, at its option, from (and including) 6 July 2027 to (but excluding) the Maturity Date, redeem all (but not some only) of the outstanding Notes at their principal amount, together with interest accrued and unpaid thereon (see Condition 6.5 (Pre-Maturity Call Option of the Issuer)). Furthermore, the Issuer may, at its option and at any time from the Issue Date to (but excluding) 6 July 2027, redeem the Notes, in whole but not in part, at the Optional Redemption Amount (see Condition 6.6 (Make-Whole Redemption at the Option of the Issuer)). The Notes will bear interest from 6 October 2020 at the rate of 1.250 per cent. per annum payable annually in arrear on 6 October each year commencing on 6 October 2021. To the extent described under Condition 7 (Taxation) of the “Terms and Conditions of the Notes”, payments on the Notes will be made in Euros without deduction for or on account of taxes imposed or levied by the Republic of Italy and/or The Netherlands or any political subdivision or any authority of or in any of them having power to tax or any other taxing jurisdiction or any political subdivision or any authority thereof or therein having power to tax to which payments made by the Issuer of principal and interest on the Notes become generally subject (each a Relevant Jurisdiction). See “Description of the Issuer – Introduction” and “Taxation – Italian Taxation” and “Taxation – Dutch Taxation”. This Prospectus has been approved as a prospectus 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 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. By approving this Prospectus, the CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Prospectus or the quality or solvency of the Issuer. Application has been made for the Notes 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. This Prospectus is valid for the admission to trading of the Notes on the regulated market of the Luxembourg Stock Exchange for a 12 month period after its approval provided that it is completed by any supplement required pursuant to Article 23 of the Prospectus Regulation. The obligation to supplement this Prospectus in the event of any significant new factor, material mistake or inaccuracy does not apply once the Notes are admitted to trading on the Luxembourg Stock Exchange. References in this 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), as amended. This Prospectus (together with any documents incorporated by reference herein) is available on the Luxembourg Stock Exchange website (www.bourse.lu). This Prospectus constitutes a prospectus for the purposes of article 6.3 of the Prospectus Regulation. The Notes have not been, and will not be, registered under the United States Securities Act of 1933 (the Securities Act) and are subject to United States tax law requirements. The Notes are being offered outside the United States by the Joint Lead 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 as defined in Regulation S under the Securities Act except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Notes will be in bearer form and in the denomination of €100,000 and integral multiples of €1,000 in excess thereof 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 6 October 2020 (the Closing Date) with a common safe- keeper for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking S.A., Luxembourg (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), without interest coupons, not earlier than 40 days after the Closing 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 the denomination of €100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000 and with interest coupons attached. See “Overview of Provisions relating to the Notes in Global Form”. An investment in the Notes involves certain risks. Prospective investors should have regard to the factors described under the heading “Risk Factors” on page 4. Joint Lead Managers BNP PARIBAS Crédit Agricole CIB IMI – Intesa Sanpaolo UBS Investment Bank UniCredit Bank 2 October 2020 CONTENTS Page Risk Factors ............................................................................................................................................ 4 Important Notices .................................................................................................................................. 16 Stabilisation........................................................................................................................................... 25 Information Incorporated by Reference ................................................................................................ 26 Terms and Conditions of the Notes ....................................................................................................... 28 Overview of Provisions relating to the Notes in Global Form .............................................................. 41 Description of the Issuer ....................................................................................................................... 44 Overview Financial Information of the Issuer ...................................................................................... 88 Taxation ................................................................................................................................................ 94 Subscription and Sale .......................................................................................................................... 106 General Information ............................................................................................................................ 108 3 RISK FACTORS The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes. Most of these factors are contingencies which may or may not occur. In addition, factors which are material for the purpose of assessing the market risks associated with the Notes are also described below. The Issuer believes that the factors described below represent the principal risks inherent in investing in the Notes, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with the Notes may occur for other reasons which may not be considered significant risks by the Issuer based on information currently available to it or which it may not currently be able to anticipate. Prospective investors should also read the detailed information set out elsewhere in this Prospectus and reach their own views prior to making any investment decision. Words and expressions defined in “Terms and Conditions of the Notes” or