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Illynl B.V. Illycaffè S.P.A PROSPECTUS illyNL B.V. (a private company with limited liability incorporated under the laws of The Netherlands) as Issuer illycaffè S.p.A. (incorporated with limited liability under the laws of the Republic of Italy) as Guarantor $66,000,000 4.61% Guaranteed Senior Notes due March 29, 2019 __________________________ The issue price of the $66,000,000.00 4.61% Guaranteed Senior Notes due March 29, 2019 (the “Notes”) issued on 29 March 2012 (the “Issue Date”) by illyNL B.V. (the “Issuer”) is 100 per cent. of their principal amount. Holders of Notes will have the benefit of an unconditional, absolute and irrevocable guarantee as to payment of all amounts owing in respect of the Notes from illycaffè S.p.A. (the “Guarantor” or “illycaffè”), as further described in this prospectus (the “Prospectus”) under “Description of the Notes”. Under certain circumstances, certain of the Guarantor’s subsidiaries may be required to grant a “subsidiary guarantee” (see “Description of the Notes—Certain Covenants—Addition of Subsidiary Guarantors”). The Notes will be unrated. The Notes will bear interest from the Issue Date at the “Applicable Rate” payable annually in arrears on 29 March each year commencing on 29 March 2013. Payments on the Notes will be made in USD. The Notes will mature on 29 March 2019 (see “Description of the Notes— Principal, Maturity and Interest”). Unless previously redeemed or purchased and cancelled, the Notes will be redeemed at their principal amount on 29 March 2019. The Issuer may, at its option, redeem the Notes in whole or in part (in an amount not less than 10 per cent. of the aggregate principal amount of the Notes then outstanding) at an amount equal to their principal amount plus a “make whole amount”, together with any accrued interest, as described under “Description of the Notes – Optional Prepayment”. The Issuer may also redeem all of the Notes at a price equal to their principal amount together with interest accrued thereon plus an amount equal to the “modified make-whole amount”, upon the occurrence of certain changes in applicable laws. If the Guarantor undergoes a change of control or sells certain of its assets, the Guarantor may be required to offer to purchase the Notes(see “Description of the Notes— Prepayment”). Unless otherwise specified in “Description of the Notes – Tax Indemnification”, all payments made by the Issuer with respect to the Notes will be made without withholding for taxes, unless withholding of taxes is required by law. This Prospectus includes information on the terms of the Notes, including, without limitation, redemption and repurchase prices, covenants and transfer restrictions. The Notes will be held in registered form. The Issuer shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. Notes may be transferred or exchanged in denominations of not less than $500,000. Any such transfer or exchange will be made without charge to the holder, other than any stamp tax or governmental charge imposed in connection with the transfer. This Prospectus has been approved by the Central Bank of Ireland (the “Central Bank”), as competent authority under Directive 2003/71/EC, as amended (which includes the amendments made by Directive 2010/73/EU) (the “Prospectus Directive). The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Such approval relates only to the Notes which are to be admitted to trading on the regulated market of the Irish Stock Exchange or other regulated markets for the purposes of Directive 2004/39/EC or which are to be offered to the public in any member state of the European Economic Area. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and trading on its regulated market. The admission of the Notes to the regulated market of the Irish Stock Exchange is not an indication of the merits of the Issuer, the Guarantor or the Notes. The Notes have not been and will not be registered under the U.S. Securities Exchange Act of 1933, as amended (the “Securities Act”), and the Notes may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S of the Securities Act) unless so registered, or an exemption from the registration requirements of the Securities Act is available. The Issuer does not intend to register any portion of the offering of the Notes in the United States or to conduct a public offering of the Notes in the United States. The Notes are being offered and sold by the Issuer outside the United States to non-U.S. persons in reliance on Regulation S of the Securities Act, and within the United States in reliance on Section 4(2) of the Securities Act. Any resale of the Notes to any person within the United States or to a U.S. person may be made only in reliance on an exemption from, or a transaction not subject to, the registration requirements of the Securities Act. Investing in the Notes involves certain risks. For a discussion of these risks, see “Risk Factors” beginning on page 4 below. __________________________ Placement Agent BNP PARIBAS 29 March 2012 CONTENTS Page IMPORTANT NOTICES ........................................................................................................................................... 1 PRESENTATION OF FINANCIAL AND OTHER INFORMATION ......................................................................3 RISK FACTORS ........................................................................................................................................................4 DESCRIPTION OF THE NOTES ...........................................................................................................................18 SUMMARY OF PROVISIONS RELATING TO THE NOTES IN REGISTERED FORM ....................................32 USE OF PROCEEDS...............................................................................................................................................34 DESCRIPTION OF THE ISSUER ..........................................................................................................................35 DESCRIPTION OF THE GUARANTOR................................................................................................................38 TAXATION..............................................................................................................................................................55 SUBSCRIPTION AND SALE................................................................................................................................. 60 GENERAL INFORMATION...................................................................................................................................62 INDEX TO FINANCIAL STATEMENTS ...............................................................................................................64 1 IMPORTANT NOTICES This Prospectus comprises a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC, as amended (which includes the amendments made by Directive 2010/73/EU) (the “Prospectus Directive”). Each of the Issuer and the Guarantor accepts responsibility for the information contained in this Prospectus and, to the best of the knowledge of each of the Issuer and the Guarantor (which have taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. No person is or has been authorised to give any information or to make any representation not contained in or not consistent with this Prospectus or any other information supplied in connection with the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by any of the Issuer, the Guarantor or the Placement Agent. This Prospectus is to be read in conjunction with any supplements hereto. Investors should review, inter alia, the most recently available financial statements of the Guarantor when deciding whether or not to purchase any Notes. Neither the delivery of this Prospectus, nor the offering, sale or delivery of any Notes shall in any circumstances create any implication that, since the date of this Prospectus or the date upon which it has been most recently amended or supplemented, there has not been any change, or any development or event which is materially adverse to the condition (financial or otherwise), prospects, results of operations or general affairs of the Issuer, the Guarantor or the illycaffè Group as a whole. No representation, warranty or undertaking, express or implied, is made by the Placement Agent as to the accuracy or completeness of this Prospectus or any further information supplied in connection with the Notes or their distribution. The Placement Agent accepts no liability in relation to this Prospectus or the distribution of any such document or with regard to any other information supplied by, or on behalf of, any of the Issuer or the Guarantor. Each investor contemplating purchasing Notes must make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer, the
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