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SIAS S.P.A. Euro Medium Term Note Programme

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SIAS S.P.A. Euro Medium Term Note Programme BASE PROSPECTUS SIAS S.p.A. (incorporated with limited liability under the laws of the Republic of Italy) €2,000,000,000 Euro Medium Term Note Programme __________________________ Under the €2,000,000,000 Euro Medium Term Note Programme (the "Programme") described in this Base Prospectus, SIAS S.p.A. ("SIAS" or the "Issuer"), subject to all applicable legal and regulatory requirements, may from time to time issue notes in bearer form and in any currency agreed between the Issuer and the relevant Dealer(s) (as defined below) (the "Notes"). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €2,000,000,000 (or its equivalent in other currencies at the date of issue), save that the maximum aggregate principal amount may be increased from time to time, subject to compliance with the relevant provisions of the Programme and applicable laws and regulations in force from time to time. Notes will be issued in Series and, in the case of Secured Notes (as defined below), will be subject to, and have the benefit of, (i) an Italian law governed intercreditor agreement dated 8 October 2010 (as amended or supplemented from time to time, the "Intercreditor Agreement") between, inter alios, the Issuer, Mediobanca – Banca di Credito Finanziario S.p.A. as intercreditor agent (the "Intercreditor Agent"), Deutsche Trustee Company Limited as trustee (the "Trustee") and the other Secured Creditors (as defined below) and (ii) one or more Italian law governed deeds of pledge over the Issuer’s receivables and monetary claims (crediti pecuniari) arising pursuant to the Intercompany Loans (as defined below) granted out of the proceeds of the Secured Notes (the "Deeds of Pledge") to be entered into by the Issuer in favour of the holders of the relevant Series of Secured Notes and the Trustee on or about the date of issue of each Series of Secured Notes. Pursuant to the Intercreditor Agreement, proceeds from the enforcement of the Security Interests created pursuant to the Deeds of Pledge will be shared pro rata among the Secured Creditors who have enforced their respective Security Interests against the Issuer pursuant to the Security Documents (as defined below) (See Condition 5 "Special Provisions of Secured Notes" below). Investing in Notes issued under the Programme involves certain risks. For a discussion of these risks, see "Risk Factors" beginning on page 7 below. The Base Prospectus has been approved by the Central Bank of Ireland (the "Central Bank"), as competent authority under Directive 2003/71/EC, as amended (including by Directive 2010/73/EU) (the "Prospectus Directive"). The Central Bank only approves this Base 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 Programme also permits Notes to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer. 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" shall, 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 subscribe such Notes. Arranger MEDIOBANCA – BANCA DI CREDITO FINANZIARIO S.p.A. Dealers Crédit Agricole CIB Mediobanca – Banca di Credito Finanziario S.p.A. Société Générale Corporate & Investment Banking UniCredit Bank 14 November 2012 109621-3-1-v12.0 47-40535276 CONTENTS Page GENERAL DESCRIPTION OF THE PROGRAMME ................................................................................. 2 RISK FACTORS .............................................................................................................................................. 8 IMPORTANT NOTICES ............................................................................................................................... 21 INFORMATION INCORPORATED BY REFERENCE ............................................................................. 24 FINAL TERMS AND DRAWDOWN PROSPECTUSES ........................................................................... 26 FORMS OF THE NOTES ............................................................................................................................. 27 TERMS AND CONDITIONS OF THE NOTES .......................................................................................... 30 FORM OF FINAL TERMS ........................................................................................................................... 59 SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ................. 69 USE OF PROCEEDS .................................................................................................................................... 72 DESCRIPTION OF THE ISSUER ............................................................................................................... 73 CAPITALISATION ..................................................................................................................................... 114 SUMMARY FINANCIAL INFORMATION.............................................................................................. 115 TAXATION .................................................................................................................................................. 119 SUBSCRIPTION AND SALE .................................................................................................................... 126 GENERAL INFORMATION ...................................................................................................................... 130 109621-3-1-v12.0 - 1- 47-40535276 GENERAL DESCRIPTION OF THE PROGRAMME This section is a general description of the Programme as provided under Article 22.5(3) of Regulation (EC) 809/2004 (as amended). The following description does not purport to be complete and is taken from, and is qualified in its entirety by, the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular Tranche of Notes, the applicable Final Terms. The Issuer and any relevant Dealer may agree that Notes shall be issued in a form other than that contemplated in the Terms and Conditions, in which event, in the case of listed Notes only and if appropriate, a supplement to the Base Prospectus will be published. Words and expressions defined in "Terms and Conditions of the Notes" below or elsewhere in this Base Prospectus shall have the same meanings in this summary. Structural Overview Each transaction relating to a Series of Notes will be structured as either a secured or an unsecured transaction (the "Secured Notes" and the "Unsecured Notes", respectively). The Secured Notes, will be subject to, and have the benefit of, an Italian law governed intercreditor agreement and one or more Italian law governed deeds of pledge over the Issuer’s receivables and monetary claims (crediti pecuniari) as summarised below. The Secured Notes will be secured by Italian law governed Deeds of Pledge pursuant to which the Issuer will pledge in favour of the holders of the relevant Series of Secured Notes and the Trustee, all of the Issuer’s receivables and monetary claims (crediti pecuniari) arising pursuant to the Intercompany Loans granted out of the proceeds of the relevant Series of Secured Notes (the "Collateral"). In the event of a Conversion which may be implemented in accordance with Condition 5(d) (Special Provisions of Secured Notes – Conversion from Secured Notes to Unsecured Notes) below, the Trustee shall re-assign to the Issuer, release and discharge the Security Interests constituted by or pursuant to the Deeds of Pledge and the Issuer shall then be released from all obligations under such agreements (save for those which arose prior to such release). Furthermore, the Secured Notes are also subject to, and have the benefit of, an Italian law governed Intercreditor Agreement pursuant to which proceeds from enforcement of the pledges created pursuant to the Deeds of Pledge will be shared pro rata among the Secured Creditors who have enforced their respective security interests against the Issuer pursuant to the relevant Security Documents (as defined in the Terms and Conditions) as may be entered into from time to time. The Intercreditor Agreement contains provisions governing the rights of the Secured Noteholders and the other Secured Creditors in respect of the pro rata sharing and priority of application of amounts received or recovered in respect of the Collateral and the other security interests granted by the Issuer to the
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