Obligation Cassa Depositi e Prestiti SpA 3.55% ( IT0005324113 ) en USD

Cassa Depositi e Prestiti SpA

100 % ⇌

Italie

IT0005324113 ( en USD )

3.55% par an ( paiement semestriel )

16/02/2023 - Obligation échue

Prospectus brochure de l'obligation Cassa Depositi e Prestiti (CDP) IT0005324113 en USD 3.55%, échue

100 000 USD

100 000 000 USD

Cassa Depositi e Prestiti (CDP) est une banque publique italienne qui soutient le développement économique et social du pays en gérant des fonds publics et en fournissant des financements à long terme pour des projets d'infrastructure, de développement durable et d'innovation.

L'obligation IT0005324113, émise par la Cassa Depositi e Prestiti (CDP), une institution financière publique majeure en Italie dont la mission est de canaliser l'épargne nationale vers des investissements stratégiques pour le développement durable du pays et qui opère sous le contrôle du Ministère de l'Économie et des Finances, a atteint sa maturité le 16 février 2023 et a été intégralement remboursée à 100% de sa valeur nominale, clôturant ainsi cette émission de 100 000 000 USD initialement offerte avec un taux d'intérêt de 3,55%, des paiements semestriels et un lot minimal d'achat de 100 000 USD.

Base Prospectus dated 12 May 2017

Cassa depositi e prestiti S.p.A.
(incorporated with limited liability in the Republic of Italy)
Euro 10,000,000,000
Debt Issuance Programme

Under the Debt Issuance Programme described in this Base Prospectus (the "Programme"), Cassa depositi e prestiti S.p.A. (the "Issuer" or "CDP"), subject
to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the "Notes"). The aggregate nominal
amount of the Notes outstanding will not at any time exceed Euro 10,000,000,000 (or its equivalent in other currencies). The maximum aggregate principal
amount of Notes which may be outstanding at any one time under the Programme may be increased from time to time, subject to compliance with the
relevant provisions of the Dealer Agreement as defined under "Subscription and Sale".
The Notes issued under this Programme may be issued in such denominations as may be agreed between the Issuer and the relevant Dealer(s) (as defined
under "General Description of the Programme") save that the minimum denomination of the Notes will be Euro 1,000 (or, if the Notes are denominated in a
currency other than Euro, the equivalent amount in such currency). The Notes with a minimum denomination of Euro 1,000 (or, if the Notes are denominated
in a currency other than Euro, the equivalent amount in such currency) may be offered to qualified and/or non-qualified investors. The Notes may be issued
on a continuing basis to one or more of the Dealers specified hereunder 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.
This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") as the competent authority under the
Luxembourg Act dated 10 July 2005 on prospectus for securities, for the purpose of Directive 2003/71/EC, as amended, (the "Prospectus Directive") and
relevant implementing measures in Luxembourg, as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing
measures in Luxembourg for the purpose of giving information with regard to the issue of the Notes issued under the Programme described in this Base
Prospectus during the period of twelve months after the date hereof. By approving this Base Prospectus, 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 in accordance with
Article 7(7) of the Luxembourg Act dated 10 July 2005, as amended, on prospectus for securities. Application has been made to the Luxembourg Stock
Exchange for the Notes issued under the Programme to be admitted during the period of twelve months after the date hereof to listing on the Official List and
to trading on the regulated market of the Luxembourg Stock Exchange (a regulated market for the purposes of Directive 2004/39/EC). Application may also
be made for notification to be given to competent authorities in other Member States of the European Economic Area in order to permit Notes issued under
the Programme to be offered to the public and admitted to trading on regulated markets in such other Member States in accordance with the procedures
under Article 18 of the Prospectus Directive.
References in this Base Prospectus to Notes being "listed" (and all related references) shall mean that such Notes are intended to be 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 Programme also permits Notes to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any listing authority, stock
exchange and/or quotation system, or to be issued on the basis that they will be admitted to listing, trading and/or quotation by such other or further stock
exchanges, markets and/or quotation systems as may be agreed between the Issuer and the relevant Dealer.
Notes will be issued by the Issuer to raise funds for general funding purposes of the Issuer. The Notes will be issued in series (each, a "Series") and each
Series may be issued in one or more tranches (each, a "Tranche"). The terms of each Series will be set forth in the relevant Final Terms prepared in relation
thereto in accordance with the provisions of this Base Prospectus. This Base Prospectus constitutes a base prospectus for the purposes of Article 5.4 of the
Prospectus Directive.
An investment in Notes issued under this Programme involves certain risks. For a discussion of certain risks and other factors that should be
considered in connection with an investment in the Notes, see the section entitled "Risk Factors" of this Base Prospectus.
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 of Notes will 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).
The Notes will be held in dematerialised form on behalf of the beneficial owners, until redemption or cancellation thereof, by Monte Titoli S.p.A. with
registered office and principal place of business at Piazza degli Affari 6, 20123 Milan, Italy ("Monte Titoli"), for the account of the relevant Monte Titoli
Account Holders. The expression "Monte Titoli Account Holders" means any authorised financial intermediary institution entitled to hold accounts on behalf
of their customers with Monte Titoli and includes any depository banks appointed by Euroclear Bank S.A./N.V. as operator of the Euroclear System
("Euroclear") and Clearstream Banking, société anonyme, Luxembourg ("Clearstream, Luxembourg"). The Notes have been accepted for clearance by
Monte Titoli. The Notes will at all times be held in book entry form and title to the Notes will be evidenced by book entries pursuant to the relevant provisions
of Italian Legislative Decree dated 24 February 1998, No. 58, as subsequently amended and supplemented ("Legislative Decree No. 58") and in
accordance with CONSOB and Bank of Italy Joined Regulation dated 22 February 2008, as subsequently amended and supplemented ("CONSOB and
Bank of Italy Regulation"). The Noteholders may not require physical delivery of the Notes. However, the Noteholders may ask the relevant intermediaries
for certification pursuant to Article 83-quinquies and 83-sexies of Legislative Decree No. 58.
The Programme is, as of the date of this Base Prospectus, rated BBB by Fitch Ratings Ltd. ("Fitch Ratings"), Baa2 by Moody's Investor Service Limited
("Moody's"), and BBB- by Standard and Poor's Rating Services ("S&P"). Each of Fitch Ratings, Moody's and S&P is established in the EEA and registered
under Regulation (EC) No. 1060/2009, as amended (the "CRA Regulation"), and is included in the list of registered credit rating agencies published on the
website of the European Securities and Markets Authority at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs. Notes issued under the
Programme may be rated by any one or more of the rating agencies referred to above, or unrated. Where an issue of Notes is rated, its rating will not
necessarily be the same as the rating applicable to the Programme or the rating(s) assigned to Notes previously issued. Whether or not each credit rating
applied for in relation to the relevant Tranche of Notes will be (1) issued by a credit rating agency established in the EEA and registered under the CRA
Regulation, or (2) issued by a credit rating agency which is not established in the EEA but will be endorsed by a CRA which is established in the EEA and
registered under the CRA Regulation, or (3) issued by a credit rating agency which is not established in the EEA but which is certified under the CRA
Regulation, will be disclosed in the Final Terms. In general, European regulated investors are restricted from using a rating for regulatory purposes if such
rating is not issued by a credit rating agency established in the EEA and registered under the CRA Regulation unless (1) the rating is provided by a credit
rating agency not established in the EEA but endorsed by a credit rating agency established in the EEA and registered under the CRA Regulation or (2) the
rating is provided by a credit rating agency not established in the EEA which is certified under the CRA Regulation.
A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the
assigning rating agency.
Joint Arrangers
Cassa depositi e prestiti S.p.A.
Barclays
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Dealers
Banca IMI
Barclays
BNP PARIBAS
BofA Merrill Lynch
Citigroup
Commerzbank
Crédit Agricole CIB
Credit Suisse
Deutsche Bank
HSBC
J.P. Morgan
Mediobanca
Morgan Stanley
MPS Capital Services
Nomura
Société Générale Corporate & Investment Banking
UBS Investment Bank
UniCredit Bank AG
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TABLE OF CONTENTS

IMPORTANT NOTICES ............................................................................................. 4
SUMMARY ................................................................................................................. 9
RISK FACTORS ...................................................................................................... 26
IMPORTANT INFORMATION RELATING TO OFFERS TO THE PUBLIC OF
NOTES ..................................................................................................................... 46
GENERAL DESCRIPTION OF THE PROGRAMME ............................................... 55
DOCUMENTS INCORPORATED BY REFERENCE ............................................... 61
SUPPLEMENT TO THE BASE PROSPECTUS ...................................................... 64
TERMS AND CONDITIONS OF THE NOTES ......................................................... 65
FORMS OF FINAL TERMS ..................................................................................... 94
DESCRIPTION OF CASSA DEPOSITI E PRESTITI S.P.A. .................................. 123
SELECTED FINANCIAL INFORMATION RELATING TO CDP ............................ 175
SELECTED FINANCIAL INFORMATION RELATING TO CDP GROUP .............. 176
TAXATION ............................................................................................................. 177
SUBSCRIPTION AND SALE ................................................................................. 190
GENERAL INFORMATION ................................................................................... 196

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IMPORTANT NOTICES
Responsibility for this Base Prospectus
The Issuer accepts responsibility for the information contained in this Base
Prospectus 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 contains no omission likely to affect
its import.
Final Terms
Each Tranche (as defined herein) of Notes will be issued on the terms set out herein
under "Terms and Conditions of the Notes" as completed by the Final Terms.
Important EEA Retail Investors
If the Final Terms in respect of any Notes includes a legend entitled "Prohibition of
Sales to EEA Retail Investors", the Notes are not intended, from 1 January 2018, to
be offered, sold or otherwise made available to and, with effect from such date,
should not be offered, sold or otherwise made available to any retail investor in the
European Economic Area ("EEA"). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article
4(1) of Directive 2014/65/EU ("MiFID II"); (ii) a customer within the meaning of
Directive 2002/92/EC, where that customer would not qualify as a professional client
as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as
defined in the Prospectus Directive. Consequently no key information document
required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or
selling the Notes or otherwise making them available to retail investors in the EEA
has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the EEA may be unlawful under the PRIIPS
Regulation.
Other relevant information
This Base Prospectus must be read and construed together with any supplements
hereto and with any documents incorporated by reference herein (see "Documents
Incorporated by Reference" below) on the basis that such documents are
incorporated by reference in and form part of this Base Prospectus, and, in relation
to any Tranche of Notes, should be read and construed together with the relevant
Final Terms (as defined herein).
Neither this Base Prospectus nor any other information supplied in connection with
the Programme or any Notes (a) is intended to provide the basis of any credit or
other evaluation or (b) should be considered as a recommendation by the Issuer or
any of the Dealers that any recipient of this Base Prospectus or any other
information supplied in connection with the Programme or any Notes should
purchase any Notes. Each Investor contemplating purchasing any Notes should
make its own independent investigation of the financial condition and affairs, and its
own appraisal of the creditworthiness, of the Issuer. Neither this Base Prospectus
nor any other information supplied in connection with the Programme or the issue of
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any Notes constitutes an offer or invitation by or on behalf of the Issuer, any of the
Dealers to any person to subscribe for or to purchase any Notes.
The Issuer has confirmed to the Dealers named under "Subscription and Sale" below
that this Base Prospectus (including for this purpose, each relevant Final Terms)
contains all information which is (in the context of the Programme, the issue, offering
and sale of the Notes) material; that such information is true and accurate in all
material respects and is not misleading in any material respect; that any opinions,
predictions or intentions expressed herein are honestly held or made and are not
misleading in any material respect; that this Base Prospectus does not omit to state
any material fact necessary to make such information, opinions, predictions or
intentions (in the context of the Programme, the issue, offering and sale of the
Notes) and is not misleading in any material respect; and that all proper enquiries
have been made to verify the foregoing.
Legality of purchase
Neither the Issuer, the Dealers, nor any of their respective affiliates has or assumes
responsibility for the lawfulness of the acquisition of the Notes by a prospective
investor in the Notes, whether under the laws of the jurisdiction of its incorporation or
the jurisdiction in which it operates (if different), or for compliance by that prospective
investor with any law, regulation or regulatory policy applicable to it.
Unauthorised information
No person has been authorised to give any information or to make any
representation not contained in or not consistent with this Base Prospectus or any
other document entered into in relation to the Programme or any information
supplied by the Issuer or such other information as is in the public domain and, if
given or made, such information or representation should not be relied upon as
having been authorised by the Issuer or any Dealer.
Neither the Dealers nor any of their respective affiliates have authorised the whole or
any part of this Base Prospectus and none of them makes any representation or
warranty or accepts any responsibility as to the accuracy or completeness of the
information contained in this Base Prospectus. Neither the delivery of this Base
Prospectus or any Final Terms nor the offering, sale or delivery of any Note shall, in
any circumstances, create any implication that the information contained in this Base
Prospectus is true subsequent to the date hereof or the date upon which this Base
Prospectus has been most recently supplemented or that there has been no adverse
change, or any event reasonably likely to involve any adverse change, in the
prospects or financial or trading position of the Issuer since the date thereof or, if
later, the date upon which this Base Prospectus has been most recently amended or
supplemented or that any other information supplied in connection with the
Programme is correct at any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
Restrictions on distribution
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer
to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the
offer or solicitation in such jurisdiction. The distribution of this Base Prospectus and
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any Final Terms and the offering, sale and delivery of the Notes in certain
jurisdictions may be restricted by law. The Issuer and the Dealers do not represent
that this Base Prospectus may be lawfully distributed, or that any Notes may be
lawfully offered, in compliance with any applicable registration or other requirements
in any such jurisdiction, or pursuant to an exemption available thereunder, or
assume any responsibility for facilitating any such distribution or offering. In
particular, no action has been taken by the Issuer or the Dealers which is intended to
permit a public offering of any Notes or distribution of this Base Prospectus in any
jurisdiction where action for that purpose is required. Accordingly, no Notes may be
offered or sold, directly or indirectly, and neither this Base Prospectus nor any
advertisement or other offering material may be distributed or published in any
jurisdiction, except under circumstances that will result in compliance with any
applicable laws and regulations. Persons into whose possession this Base
Prospectus or any Final Terms comes are required by the Issuer and the Dealers to
inform themselves about and to observe any such restrictions. For a description of
certain restrictions on offers, sales and deliveries of Notes and on the distribution of
this Base Prospectus or any Final Terms and other offering material relating to the
Notes, see "Subscription and Sale".
The Notes have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "Securities Act"), and may not be offered
or sold within the United States or to, or for the account or benefit of, U.S. persons
except in certain transactions exempt from the registration requirements of the
Securities Act. Terms used in this paragraph have the meanings given to them by
Regulation S under the Securities Act.
Neither this Base Prospectus or any supplement thereto nor any Final Terms (or any
part thereof) constitutes an offer or an invitation to subscribe for or purchase any
Notes and should not be considered as a recommendation by the Issuer, the Dealers
or any of them that any recipient of this Base Prospectus or any Final Terms should
subscribe for or purchase any Notes. Each recipient of this Base Prospectus or any
Final Terms shall be taken to have made its own investigation and appraisal of the
condition (financial or otherwise) of the Issuer.
Suitability of the Notes as an investment
The Notes may not be a suitable investment for all investors. Each potential Investor
in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor may wish to consider, either on
its own or with the help of its financial and other professional advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of
the Notes, the merits and risks of investing in the Notes and the information
contained or incorporated by reference in this Base Prospectus or any
applicable supplement;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in
the context of its particular financial situation, an investment in the Notes and
the impact the Notes will have on its overall investment portfolio;
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(iii)
has sufficient financial resources and liquidity to bear all of the risks of an
investment in the Notes, including Notes where the currency for principal or
interest payments is different from the potential investor's currency;
(iv)
understands thoroughly the terms of the Notes and is familiar with the
behaviour of financial markets; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other
factors that may affect its investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment
activities of certain investors are subject to legal investment laws and regulations, or
review or regulation by certain authorities. Each potential investor should consult its
legal advisers to determine whether and to what extent (1) Notes are legal
investments for it, (2) Notes can be used as collateral for various types of borrowing,
and (3) other restrictions apply to its purchase or pledge of any Notes. Financial
institutions should consult their legal advisers or the appropriate regulators to
determine the appropriate treatment of Notes under any applicable risk-based capital
or similar rules.
Programme limit
The maximum aggregate principal amount of Notes outstanding at any one time
under the Programme will not exceed Euro 10,000,000,000 (and for this purpose,
any Notes denominated in another currency shall be converted into Euro at the date
of the agreement to issue such Notes in accordance with the provisions of the Dealer
Agreement). The maximum aggregate principal amount of Notes which may be
outstanding at any one time under the Programme may be increased from time to
time, subject to compliance with the relevant provisions of the Dealer Agreement, as
defined under "Subscription and Sale". In the event of increase of the original
maximum amount of the Programme as set out herein, the Issuer shall prepare a
supplement to the Base Prospectus.
Presentation of information
Unless otherwise indicated, the financial information in this Base Prospectus relating
to the Issuer has been derived from (i) the audited non consolidated annual financial
statements of the Issuer for the financial years ended 31 December 2016 and 31
December 2015 and (ii) the audited consolidated annual financial statements of the
Issuer for the financial years ended 31 December 2016 and 31 December 2015
(together, the "Financial Statements").
The Issuer's financial year ends on 31 December, and references in this Base
Prospectus to any specific year are to the 12-month period ended on 31 December
of such year. The Financial Statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) issued by the International
Accounting Standards Board.
Capitalised terms which are used but not defined in any particular section of this
Base Prospectus will have the meaning attributed to them in "Terms and Conditions
of the Notes" or any other section of this Base Prospectus. In addition, the following
terms as used in this Base Prospectus have the meanings defined below.
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In this Base Prospectus, unless otherwise specified, references to a "Member State"
are to a Member State of the European Economic Area, references to "Euro" "EUR"
or "" are to the single currency introduced at the start of the third stage of the
European Economic and Monetary Union pursuant to the Treaty establishing the
European Community, as amended, and references to "£" or "Sterling" are to the
currency of the United Kingdom.
References to a billion are to a thousand million.
Certain figures included in this Base Prospectus have been subject to rounding
adjustments; accordingly, figures shown for the same category presented in different
tables may vary slightly and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures which precede them.
Stabilisation
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if
any) named as the Stabilising Manager(s) (or persons acting on behalf of any
Stabilising Manager(s)) in the applicable Final Terms may over allot Notes or
effect transactions with a view to supporting the market price of the Notes at a
level higher than that which might otherwise prevail. However, stabilisation
may not necessarily occur. Any stabilisation action may begin on or after the
date on which adequate public disclosure of the terms of the offer of the
relevant Tranche of Notes is made and, if begun, may cease at any time, but it
must end no later than the earlier of 30 days after the issue date of the relevant
Tranche of Notes and 60 days after the date of the allotment of the relevant
Tranche of Notes. Any stabilisation action or over-allotment must be
conducted by the relevant Stabilising Manager(s) (or person(s) acting on
behalf of any Stabilising Manager(s)) in accordance with all applicable laws
and rules.
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SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These
elements are numbered in Sections A E (A.1 E.7).
This summary contains all the Elements required to be included in a summary for
this type of securities and Issuer. Because some Elements are not required to be
addressed, there may be gaps in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of
the type of securities and Issuer, it is possible that no relevant information can be
given regarding the Element. In this case a short description of the Element is
included in the summary with the mention of "Not Applicable".
Section A Introduction and Warnings
A.1
Introduction
this summary must be read as introduction to the
and
prospectus;
Warnings:
any decision to invest in the securities should be based
on consideration of the prospectus as a whole by the
investor;
where a claim relating to the information contained in
the prospectus is brought before a court, the plaintiff
investor might, under the national legislation of the
Member States, have to bear the costs of translating the
prospectus before the legal proceedings are initiated;
and
civil liability attaches only to those persons who have
tabled the summary including any translation thereof,
but only if the summary is misleading, inaccurate or
inconsistent when read together with the other parts of
the prospectus or it does not provide, when read
together with the other parts of the prospectus, key
information in order to aid investors when considering
whether to invest in such securities.
A.2
Consent:
[Not Applicable the Notes are not being offered to the
public.]
[Consent: Subject to the conditions set out below, the
Issuer consents to the use of this Base Prospectus in
connection with an offer to the public of Notes by the
[Dealers/Managers[,
[names
of
specific
financial
intermediaries listed in final terms,] [and] [each financial
intermediary whose name is published on the Issuer's
website (www.cdp.it) and identified as an Authorised
Offeror in respect of the relevant offer to the public] [and
any financial intermediary which is authorised to make such
offers under [the Financial Services and Markets Act 2000,
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as amended, or other applicable legislation implementing
the Markets in Financial Instruments Directive (Directive
2004/39/EC) and publishes on its website the following
statement (with the information in square brackets being
completed with the relevant information):
"We, [insert legal name of financial intermediary], refer to
the offer of [insert title of relevant Notes] (the "Notes")
described in the Final Terms dated [insert date] (the "Final
Terms") published by [] (the "Issuer"). We hereby accept
the offer by the Issuer of its consent to our use of the Base
Prospectus (as defined in the Final Terms) in connection
with the offer of the Notes in accordance with the
Authorised Offeror Terms and subject to the conditions to
such consent, each as specified in the Base Prospectus,
and confirm that we are using the Base Prospectus
accordingly."
(each an "Authorised Offeror").]
[Offer period: The Issuer's consent referred to above is
given for offers to the public of Notes during [offer period for
the issue to be specified here] (the "Offer Period").]
[Conditions to consent: The conditions to the Issuer's
consent (in addition to the conditions referred to above) are
that such consent (a) is only valid during the Offer Period;
(b) only extends to the use of this Base Prospectus to make
offers to the public of the relevant Tranche of Notes in
[specify each Relevant Member State in which the
particular Tranche of Notes can be offered] and (c) [specify
any other conditions applicable to the offer to the public of
the particular Tranche, as set out in the Final Terms].
AN
INVESTOR
INTENDING
TO
ACQUIRE
OR
ACQUIRING ANY NOTES IN AN OFFER TO THE
PUBLIC FROM AN AUTHORISED OFFEROR WILL DO
SO, AND OFFERS AND SALES OF SUCH NOTES TO
AN INVESTOR BY SUCH AUTHORISED OFFEROR WILL
BE MADE, IN ACCORDANCE WITH ANY TERMS AND
OTHER ARRANGEMENTS IN PLACE BETWEEN SUCH
AUTHORISED OFFEROR AND SUCH INVESTOR
INCLUDING AS TO PRICE, ALLOCATIONS AND
SETTLEMENT ARRANGEMENTS. THE RELEVANT
INFORMATION
WILL
BE
PROVIDED
BY
THE
AUTHORISED OFFEROR AT THE TIME OF SUCH
OFFER.]

Section B Issuer
B.1
Legal
and Cassa depositi e prestiti S.p.A. ("CDP")
commercial
name of the
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