CEF3 Wind Energy S.p.A. a joint stock company with its registered office in Via Guido d’Arezzo, 15, 20145, Milan, Italy Share capital of euro 101,000.00 fully paid-in Tax code, VAT number and registration number with the Companies’ Registry of Milan 09500600961 R.E.A. no. MI-2094332 Admission Document in connection with the application for admission to trading of the financial instruments named "€ 170,000,000.00 Fixed Rate Notes due 30 June 2025", ISIN IT0005283327, common code 170673735 (issue price: 100 per cent.) on the professional segment (ExtraMOT PRO) of the multilateral trading facility ExtraMOT operated by Borsa Italiana S.p.A. The financial instruments are reserved to Qualified Investors and are issued in dematerialised form (forma dematerializzata) in accordance with article 83-bis and subsequent of the Italian Legislative Decree no. 58 of 24 February 1998 as amended and supplemented from time to time (the Financial Law) and the Regulation issued by the Bank of Italy and CONSOB on 22 February 2008, as amended and supplemented from time to time (the BoI/CONSOB Regulation) and will be held through and accounted for in book entry form with the central securities depository and management system managed by Monte Titoli S.p.A. CONSOB AND THE ITALIAN STOCK EXCHANGE HAVE NOT EXAMINED NOR APPROVED THE CONTENT OF THIS ADMISSION DOCUMENT This admission document is dated 25 October 2017 1 Contents Clause Page 1 IMPORTANT NOTICE .................................................................................................................... 3 2 DEFINITIONS ................................................................................................................................. 4 3 TYPE OF DOCUMENT .................................................................................................................. 4 4 PERSONS RESPONSIBLE .........................................................................................................13 5 KEY FEATURES ..........................................................................................................................13 6 RISK FACTORS ...........................................................................................................................18 7 INFORMATION ABOUT THE ISSUER ........................................................................................37 8 ORGANISATIONAL STRUCTURE ..............................................................................................38 9 MAJOR SHAREHOLDERS ..........................................................................................................39 10 ISSUER'S FINANCIAL STATEMENTS ........................................................................................40 11 INFORMATION CONCERNING THE SECURITIES TO BE ADMITTED TO TRADING (TERMS AND CONDITIONS) ................................................................................................................41 12 ADMISSION TO TRADING AND DEALING ARRANGEMENTS .................................................41 13 MISCELLANEA ............................................................................................................................41 14 USE OF THE PROCEEDS RELATED TO THE SELLING OF THE NOTES ..............................42 15 TAX REGIME APPLICABLE TO THE NOTES .............................................................................42 ANNEX 1 ................................................................................................................................................49 Selling Restrictions .................................................................................................................................49 1. GENERAL ....................................................................................................................................49 2. THE UNITED STATES OF AMERICA (THE "UNITED STATES") .............................................49 3. UNITED KINGDOM ......................................................................................................................49 4. ITALY ...........................................................................................................................................50 ANNEX 2 List of legal proceedings ....................................................................................................51 ANNEX 3 Issuer’s consolidated pro forma financial statements as of 31 December 2016 and relevant audit letter ..............................................................................................................................53 ANNEX 4 Terms and Conditions of the Notes ...................................................................................54 2 1 IMPORTANT NOTICE 1.1 No person is authorised to give any information or to make any representation not contained in this Admission Document and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Mandated Lead Arrangers, the Issuer, the Shareholder or any other person. Neither the delivery of this Admission Document nor any sale or allotment made in connection herewith shall, under any circumstances, constitute a representation or imply that there has been no change in the affairs of the Issuer or SER or in the information contained herein since the date hereof or the date upon which this Admission Document has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer since the date hereof or the date upon which this Admission Document has been most recently amended or supplemented or that the information contained in it or any other information supplied in connection with the Notes is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. 1.2 To the fullest extent permitted by law the Mandated Lead Arrangers accept no responsibility whatsoever for the contents of this Admission Document or for any other statement, made or purported to be made by the Mandated Lead Arrangers or on its behalf in connection with the Issuer or the issue and offering of the Notes. The Mandated Lead Arrangers accordingly disclaim all and any liability, whether arising in contract or otherwise, which it might otherwise have in respect of this Admission Document or any such statement. 1.3 The Mandated Lead Arrangers have not independently verified all the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Mandated Lead Arrangers as to the accuracy or completeness of the information contained in this Admission Document not verified by the latter or any other information provided by the Issuer, in connection with the Notes or their distribution. 1.4 The distribution of this Admission Document and the offering, sale and delivery of Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Admission Document comes are required by the Issuer and the Mandated Lead Arrangers to inform themselves about, and to observe, any such restrictions. Neither this Admission Document nor any part of it constitutes an offer, or may be used for the purpose of an offer to sell any of the Notes, or a solicitation of an offer to buy any of the Notes, by anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or is unlawful. 1.5 This Admission Document is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Issuer or the Mandated Lead Arrangers that any recipient of this Admission Document should purchase any of the Notes. Each investor contemplating purchasing the Notes should make its own independent investigation of the assets and of the financial condition and affairs and its own appraisal of the creditworthiness of the Issuer. 1.6 The Notes have not been and will not be registered under the Securities Act or any other state or other jurisdiction’s securities laws, are in bearer form and are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered or sold within the United States or for the benefit of U.S. persons (as defined in Regulation S under the Securities Act). For a further description of certain restrictions on the offering and sale of the Notes and on the distribution of this Admission Document, see Annex 1 (Selling Restrictions). The Notes may not be offered or sold directly or indirectly, and neither this Admission Document nor any other prospectus, form of application, advertisement, other offering material or other information relating to the Issuer or the Notes may be issued, distributed or published in any country or jurisdiction (including the Republic of Italy, the United Kingdom and the United States), except under circumstances that will result in compliance with all applicable laws, orders, rules and regulations. No action has or will be taken which could allow an offering of the Notes to the public in the Republic of Italy. For a further description of certain restrictions on the offering and sale of the Notes and on the distribution of this Admission Document, see Annex 1 (Selling Restrictions). 3 1.7 Each initial and each subsequent purchaser of a Note will be deemed, by its acceptance of such Note, to have made certain acknowledgements,