Obligation Cassa Depositi e Prestiti (CDP) 1.38% ( IT0005328684 ) en JPY

Cassa Depositi e Prestiti (CDP)

100 % ⇌

Italie

IT0005328684 ( en JPY )

1.38% par an ( paiement annuel )

29/03/2038 - Obligation échue

Prospectus brochure de l'obligation Cassa Depositi e Prestiti (CDP) IT0005328684 en JPY 1.38%, échue

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 émise par Cassa Depositi e Prestiti (CDP) ( Italie ) , en JPY, avec le code ISIN IT0005328684, paye un coupon de 1.38% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 29/03/2038

Base Prospectus dated 12 May 2020

Cassa depositi e prestiti S.p.A.
(incorporated with limited liability in the Republic of Italy)
Euro 15,000,000,000
Debt Issuance Programme
Under the Debt Issuance Programme (the "Programme") described in this base prospectus (the "Base Prospectus"), which constitutes a base prospectus for the purposes of Article
8 of Regulation (EU) No. 2017/1129 of 14 June 2017 (the "Prospectus Regulation"), 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 15,000,000,000 (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 "Description of the
Programme") save that the minimum denomination of each Note will be Euro 100,000 (or, if the Notes are denominated in a currency other than Euro, the equivalent amount in such
currency). 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 Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"), which is the Luxembourg competent authority under
the Prospectus Regulation, as a base prospectus issued in compliance with the Prospectus Regulation for the purpose of giving information with regard to the issue of Notes issued
under the Programme described in this Base Prospectus during the period of twelve months after the date hereof. The CSSF has only approved the Base Prospectus as meeting the
standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such an approval should not be considered as an endorsement of the Issuer
nor as an endorsement of the quality of any Notes that are the subject of this Base Prospectus and investors should make their own assessment as to the suitability of investing in
any Notes. This Base Prospectus is valid until 12 May 2021, which is a period of twelve months from the date of approval. Applications have been made for such Notes 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. The
regulated market of the Luxembourg Stock Exchange is a regulated market for the purposes of Directive 2014/65/EU on markets in financial instruments. 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 its general funding purposes or, if so specified in the applicable Final Terms, for financing or refinancing green, social or
sustainable projects, as the case may be, in accordance with the principles set out by the International Capital Market Association ("ICMA") (respectively, the Green Bond Principles
("GBP"), the Social Bond Principles ("SBP") or the Sustainability Bond Guidelines ("SBG")). 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.
An investment in Notes issued under this Programme involves certain risks. The principal risk factors that may affect the abilities of the Issuer to fulfil its obligations
under the Notes are discussed under "Risk Factors" below.
Each Tranche of Notes will be issued on the terms set out herein under "Terms and Conditions of the Notes" (the "Conditions") as completed by a document specific to such
Tranche called final terms (the "Final Terms").
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 SA/NV 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 13 August 2018, 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 Limited ("Fitch Ratings"), BBB by S&P Global Ratings Europe Limited ("S&P") and BBB+ by
Scope Ratings GmbH ("Scope"). Each of Fitch Ratings, S&P and Scope is established in the EEA or the United Kingdom 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. 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.
Product Classification pursuant to Section 309B of the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the "SFA")
The Final Terms in respect of any Notes may include a legend entitled "Singapore Securities and Futures Act Product Classification" which will state the product classification of the
Notes pursuant to section 309(B)(1) of the SFA. The Issuer will make a determination and provide the appropriate written notification to "relevant persons" in relation to each issue
about the classification of the Notes being offered for purposes of section 309B(1)(a) and section 309B(1)(c) of the SFA.
Joint Arrangers
Cassa depositi e prestiti S.p.A.
Barclays
Dealers
Banca IMI
Barclays
BNP PARIBAS
BofA Securities
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
252522-4-20868-v12.2

47-40742158

TABLE OF CONTENTS
IMPORTANT NOTICES ............................................................................................. 2
RISK FACTORS ........................................................................................................ 8
DESCRIPTION OF THE PROGRAMME .................................................................. 30
DOCUMENTS INCORPORATED BY REFERENCE ............................................... 37
SUPPLEMENT TO THE BASE PROSPECTUS ...................................................... 42
TERMS AND CONDITIONS OF THE NOTES ......................................................... 43
DESCRIPTION OF CASSA DEPOSITI E PRESTITI S.P.A. .................................... 91
SELECTED FINANCIAL INFORMATION RELATING TO CDP ............................ 152
SELECTED FINANCIAL INFORMATION RELATING TO CDP GROUP .............. 153
TAXATION ............................................................................................................. 154
SUBSCRIPTION AND SALE ................................................................................. 168
GENERAL INFORMATION ................................................................................... 174

252522-4-20868-v12.2
- 1 -
47-40742158

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 and declares that, to the best of its knowledge, the information
contained in this Base Prospectus is, in accordance with the facts and the Base
Prospectus makes 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.
Other relevant information
This Base Prospectus must be read and construed together with any supplements
hereto and with any information incorporated by reference herein (see "Documents
Incorporated by Reference" below) and, in relation to any Tranche of Notes, must be
read and construed together with the relevant Final Terms.
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
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) 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
252522-4-20868-v12.2
- 2 -
47-40742158

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 or any responsibility for the acts or
omissions of the Issuer or any other person (other than the relevant Dealer) in
connection with the issue and offering of the Notes. 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
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
252522-4-20868-v12.2
- 3 -
47-40742158

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"), or with any securities
regulatory authority of any state or other jurisdiction of the United States 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.
Product Governance under Directive 2014/65/EU (as amended)
A determination will be made in relation to each issue about whether, for the purpose
of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the
"MiFID Product Governance Rules"), any Dealer subscribing for any Notes is a
manufacturer in respect of such Notes, but otherwise neither the Joint Arrangers nor
the Dealers nor any of their respective affiliates will be a manufacturer for the
purpose of the MIFID Product Governance Rules.
The Final Terms in respect of any Notes will include a legend entitled "MiFID II
Product Governance" which will outline the target market assessment in respect of
the Notes and which channels for distribution of the Notes are appropriate. Any
person subsequently offering, selling or recommending the Notes (a "distributor")
should take into consideration the target market assessment; however, a distributor
subject to Directive 2014/65/EU (as amended, "MiFID II") is responsible for
undertaking its own target market assessment in respect of the Notes (by either
adopting or refining the target market assessment) and determining appropriate
distribution channels.
IMPORTANT EEA AND UK RETAIL INVESTORS The Notes are not intended to
be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the European Economic Area
("EEA") or in the United Kingdom. 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 MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97
("Insurance Distribution Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II. 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 or in the United Kingdom has been prepared
and therefore offering or selling the Notes or otherwise making them available to any
252522-4-20868-v12.2
- 4 -
47-40742158

retail investor in the EEA or in the United Kingdom may be unlawful under the
PRIIPs Regulation.
Benchmark Regulation
Interest and/or other amounts payable under the Notes may be calculated by
reference to certain reference rates. Any such reference rate may constitute a
benchmark for the purposes of Regulation (EU) 2016/1011 (the "Benchmark
Regulation"). If any such reference rate does constitute such a benchmark, the Final
Terms will indicate whether or not the benchmark is provided by an administrator
included in the register of administrators and benchmarks established and
maintained by ESMA pursuant to Article 36 (Register of administrators and
benchmarks) of the Benchmark Regulation. Transitional provisions in the Benchmark
Regulation may have the result that the administrator of a particular benchmark is
not required to appear in the register of administrators and benchmarks at the date
of the Final Terms. The registration status of any administrator under the Benchmark
Regulation is a matter of public record and, save where required by applicable law,
the Issuer does not intend to update the Final Terms to reflect any change in the
registration status of the administrator.
Programme limit
The maximum aggregate principal amount of Notes outstanding at any one time
under the Programme will not exceed Euro 15,000,000,000 (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.
Ratings
Tranches of Notes issued under the Programme will be rated or unrated. Where a
Tranche of Notes is rated, such rating will not necessarily be the same as the
rating(s) described on the cover page of this Base Prospectus or the rating(s)
assigned to Notes already issued. Where a Tranche of Notes is rated, the applicable
rating(s) will be specified in the relevant Final Terms. Whether or not each credit
rating applied for in relation to a relevant Tranche of Notes will be (1) issued by a
credit rating agency established in the EEA or in the United Kingdom and registered
under the CRA Regulation, or (2) issued by a credit rating agency which is not
established in the EEA or in the United Kingdom but will be endorsed by a CRA
which is established in the EEA or in the United Kingdom and registered under the
CRA Regulation or (3) issued by a credit rating agency which is not established in
the EEA or in the United Kingdom but which is certified under the CRA Regulation
will be disclosed in the Final Terms.
252522-4-20868-v12.2
- 5 -
47-40742158

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 2019 and 31
December 2018 and (ii) the audited consolidated annual financial statements of the
Issuer for the financial years ended 31 December 2019 and 31 December 2018
(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 the
International Financial Reporting Standards (IFRSs) issued by the International
Accounting Standards Board (IASB), including the SIC and IFRIC interpretations,
endorsed by the European Union, as provided by Regulation (EC) No. 1606 of 19
July 2002, published in the Official Journal of the European Union L. 243 on 11
September 2002.
Certain definitions
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.
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.
Alternative Performance Measures
This Base Prospectus does not contain any financial measure that is not recognised
as a measure of performance under IFRS or Italian GAAP, otherwise known as
"Alternative Performance Measures".
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
252522-4-20868-v12.2
- 6 -
47-40742158

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.
FORWARD-LOOKING STATEMENTS
This Base Prospectus contains certain forward-looking statements. The words
"anticipate", "believe", "expect", "plan", "intend", "targets", "aims", "estimate",
"project", "will", "would", "may", "could", "continue" and similar expressions are
intended to identify forward-looking statements. All statements other than statements
of historical fact included in this Base Prospectus, including, without limitation, those
regarding the financial position, business strategy, management plans and
objectives for future operations of the Issuer are forward-looking statements. These
forward-looking statements involve known and unknown risks, uncertainties and
other factors, which may cause our actual results, performance or achievements, or
industry results, to be materially different from those expressed or implied by these
forward-looking statements. These forward-looking statements are based on
numerous assumptions regarding our present and future business strategies and the
environment in which we expect to operate in the future. Factors that could cause
actual results, performance or achievements to differ materially include, but are not
limited to, those discussed under "Risk Factors". Any forward-looking statements
made by or on behalf of the Issuer speak only as at the date they are made. The
Issuer does not undertake to update forward-looking statements to reflect any
changes in their expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is based.
252522-4-20868-v12.2
- 7 -
47-40742158

RISK FACTORS
The following are the risk factors relating to the Issuer and Notes to be issued under
the Programme which prospective purchasers of Notes should consider prior to
making an investment decision. Prospective purchasers of Notes should also read
the information set out elsewhere in this Base Prospectus. Words and expressions
defined in the "Terms and Conditions of the Notes" (the "Conditions") below or
elsewhere in this Base Prospectus have the same meanings in this section.
In purchasing Notes, investors assume the risk that the Issuer may be unable to
make all payments due in respect of the Notes. There are a wide range of factors
which, individually or together, could result in the Issuer becoming unable to make all
payments due. It is not possible to identify all such factors or to determine which
factors are most likely to occur, as the Issuer may not be aware of all relevant
factors, and certain factors which it currently deem not to be material may become
material as a result of the occurrence of events outside the Issuer's control. The
Issuer has identified in this Base Prospectus a number of factors that could
materially adversely affect its businesses and ability to make payments due.
In addition, factors which are material for the purpose of assessing the market risks
associated with Notes issued under the Programme are also described below.
Prospective investors should also read the detailed information set out elsewhere in
this Base Prospectus and reach their own views prior to making any investment
decision.
The risks below have been classified into the following categories:
1.
Risks relating to the Issuer's financial position;
2.
Risks relating to the Issuer's business activity and industry; and
3.
Risk relating to the Notes.
1.
Risks relating to the Issuer's financial position
Risk factors relating to the macroeconomic environment
CDP and its subsidiaries (the "CDP Group") carry out their business activities mainly
in Italy with public entities and, to a lesser extent, private entities, including banking
groups operating in Italy. As such, the CDP Group's business is affected by the
economic conditions affecting Italy, which, at the same time, are connected to
European and global economic conditions.
The current international macroeconomic environment, and in particular the
macroeconomic environment in Europe, is characterised by significant uncertainty
relating to: (i) economic trends relating to recovery expectations and consolidation of
the growth dynamics of the economies of countries such as the United States and
China, which have been subject to substantial growth also in recent years, (ii) future
developments in the monetary policy of the European Central Bank ("ECB") in the
Eurozone and of the Federal Reserve in the dollar-zone, as well as the policies
implemented by the various countries to encourage competitive devaluation of their
252522-4-20868-v12.2
- 8 -
47-40742158

currency, (iii) the sustainability of sovereign debt of some countries and related
tensions that are more or less recurring on financial markets, and (iv) recent
developments in connection with structure of the future relationship between the UK
and the EU further to the withdrawal of the UK from the EU, as determined at the
end of a transition period that will last until 31 December 2020.
As regards the impact of the recent COVID-19 pandemic, it is not yet possible to
reliably estimate the full extent of the economic consequences of the outbreak; it is
however likely to take a heavy and protracted toll on economic growth and financial
market conditions globally.
The risks for the euro area economy include a weakening external environment amid
prolonged or/and escalating trade restrictions and substantial economic
consequences as a result of a recurrence of Eurozone sovereign debt and banking
stress triggered, inter alia, by political and fiscal uncertainty, the challenging
low/negative interest rate operating environment, as well as a weaker than expected
performance of the euro area economy. Adverse developments could also be
triggered by a sharper than expected slowdown of the Chinese economy due to the
economic impact of COVID-19. More specifically, on the basis of publicly available
information and of market conditions as at the date hereof, at least two industrial
sectors to which CDP is directly exposed, namely the oil and gas and the cruise
sectors, have been and will continue to be extensively affected. These factors,
among other things, may restrict the European economic recovery, with a
corresponding adverse effect on the CDP Group's business, results of operations
and financial condition.
-
The sovereign debt crisis
The sovereign debt crisis has raised concerns about the long-term sustainability of
the European Monetary Union and the ordinary activity of many commercial and
investment banks as well as insurance companies.
Persistent market tensions might negatively affect the funding costs and economic
outlook of some euro member countries, including Italy. This, together with the risk
that some countries (even if not very significant in terms of gross domestic product)
might leave the euro area, would have a material and negative impact on Italy's
sovereign debt and economic conditions and, therefore, on CDP and its operations.
Since the beginning of the sovereign debt crisis in May 2010, credit quality has
generally declined, as reflected by downgrades suffered by several countries in the
Eurozone, including Italy. Any deterioration of the Italian economy would have a
material adverse effect on CDP, in light of the CDP Group's significant exposure to
the Italian economy. See also "Risks relating to CDP's relationship with the Republic
of Italy" below.
Despite the several initiatives of supranational organisations to deal with the
heightened sovereign debt crisis in the euro area, global markets remain
characterised by high volatility. Any further acceleration of the European sovereign
debt crisis could likely significantly affect, among other things, the recoverability and
quality of the sovereign debt securities held by CDP.
252522-4-20868-v12.2
- 9 -
47-40742158

Document Outline

#3">IMPORTANT NOTICES
#9">RISK FACTORS
- #21">(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;
- #21">(i) 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;
- #21">(ii) 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;
- #21">(iii) understands thoroughly the terms of the Notes and is familiar with the behaviour of financial markets; and
- #21">(iv) 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.
- #23">(i) the market price of such Notes may be very volatile;
- #23">(ii) they may receive no interest;
- #23">(iii) payment of principal or interest may occur at a different time;
- #23">(iv) a Relevant Factor may be subject to significant fluctuations that may not correlate with changes in interest rates, currencies or other indices;
- #23">(v) if a Relevant Factor is applied to Notes in conjunction with a multiplier greater than one or contains some other leverage factor, the effect of changes in the Relevant Factor on principal or interest payable is likely to be magnified; and
- #23">(vi) the timing of changes in a Relevant Factor may affect the actual yield to investors, even if the average level is consistent with their expectations. In general, the earlier the change in the Relevant Factor, the greater the effect on yield.
#31">DESCRIPTION OF THE PROGRAMME
- #31">(a) the euro equivalent of Notes denominated in another currency of denomination (as specified in the applicable Final Terms in relation to the relevant Notes) shall be determined either as of the date on which agreement is reached for the issue of No...
- #31">(a) the euro equivalent of Zero Coupon Notes (as specified in the applicable Final Terms in relation to the relevant Notes) and other Notes issued at a discount or a premium shall be calculated in the manner specified above by reference to the net pro...
#38">DOCUMENTS INCORPORATED BY REFERENCE
#38">1. Article 5 of Italian Law Decree No. 269 of 30 September 2003, as converted with amendments into Law No. 326 of 24 November 2003, pursuant to which the Issuer has been transformed into a joint stock company, incorporated by reference in its entirety;
#38">https://www.cdp.it/resources/cms/documents/Law-Decree-no.269-2003-Art.5.PDF
#38">2. the By-laws (Statuto) of the Issuer, incorporated by reference in its entirety;
#38">https://www.cdp.it/resources/cms/documents/Statuto-CDP_March-2019_%20ENG.pdf
#38">3. the audited consolidated annual financial statements (including the auditor's report thereon) of the Issuer in respect of the year ended on 31 December 2019 and the audited non-consolidated annual financial statements (including the auditor's repor...
#38">https://www.cdp.it/resources/cms/documents/RFA-12.2019%20Gruppo-CDP_UK.pdf
#38">4. the audited consolidated annual financial statements (including the auditor's report thereon) of the Issuer in respect of the year ended on 31 December 2018 and the audited non-consolidated annual financial statements (including the auditor's repor...
#38">https://www.cdp.it/resources/cms/documents/CDP%20RFA%202018%20UK.pdf
#38">5. the previous Base Prospectus dated 10 May 2019 (the "2019 Base Prospectus") prepared by the Issuer in connection with the Programme.
#38">https://www.cdp.it/resources/cms/documents/Base_Prospectus_10-05-2019.pdf
#38">This Base Prospectus will be available, in electronic format, on the website of the Luxembourg Stock Exchange (https://www.bourse.lu) and at the following website:
#38">https://www.cdp.it/sitointernet/en/dept_issuance_programme.page
#43">SUPPLEMENT TO THE BASE PROSPECTUS
#44">TERMS AND CONDITIONS OF THE NOTES
#44">1. Introduction
- #44">1.1 Programme: Cassa depositi e prestiti S.p.A. (the "Issuer") has established a Debt Issuance Programme (the "Programme") for the issuance of up to Euro 15,000,000,000 in aggregate principal amount of Notes. Such maximum amount may be increased at an...
- #44">1.2 Final Terms: Notes issued under the Programme are issued in series (each a "Series") comprised of one or more tranches (each a "Tranche") of Notes which are (a) expressed to be consolidated and form a single Series and (b) have the same terms and ...
- #44">1.3 Agency Agreement: On 20 May 2015, the Issuer has entered into an agency agreement (as amended or supplemented from time to time, the "Agency Agreement") with BNP Paribas Securities Services as principal paying agent (the "Principal Paying Agent", ...
- #44">1.4 The Notes: References herein to "Notes" shall be references to the Notes of the relevant Series which are the subject of the relevant Final Terms. Copies of the relevant Final Terms (where Notes the subject thereof are listed on the Official List ...
- #44">1.5 Summaries: Certain provisions of these Conditions are summaries of the Agency Agreement and are subject to their detailed provisions. The holders of the Notes are bound by, and are deemed to have notice of, all the provisions of the Agency Agreeme...
- #45">1.6 Rules of Organisation of Noteholders: The rights and powers of the Noteholders may only be exercised in accordance with the relevant rules of organisation of Noteholders attached to the Agency Agreement (respectively, the "Rules of Organisation") ...
#45">2. Definitions and Interpretation
- #45">2.1 Definitions: In these Conditions the following expressions have the following meanings:
#45">"Accrual Yield" has the meaning given thereto in the relevant Final Terms;
#45">"Additional Business Centre(s)" means the city or cities specified as such in the relevant Final Terms;
#45">"Additional Financial Centre(s)" means the city or cities specified as such in the relevant Final Terms;
#45">"Article 5" means article 5 of Italian Law Decree No. 269 of 30 September 2003 (as converted with amendments into Law No. 326 of 24 November 2003), as subsequently amended and restated;
#45">"CONSOB and Bank of Italy Regulation" means the regulation issued jointly by the Bank of Italy and CONSOB on 13 August 2018, as subsequently amended and supplemented;
#45">"Business Day" means:
#45">"Business Day Convention", in relation to any particular date, has the meaning given thereto in the relevant Final Terms and, if so specified in the relevant Final Terms, may have different meanings in relation to different dates and, in this context...
#46">"Calculation Agent" means the entity specified in the relevant Final Terms to act as calculation agent in respect of the relevant Notes pursuant to the Conditions, the relevant Final Terms and the Agency Agreement;
#46">"Calculation Amount" has the meaning given in the relevant Final Terms;
#46">"Cap" means a percentage per annum as specified in the relevant Final Terms;
#46">"CMS Rate" shall mean the applicable swap rate for swap transactions in the Reference Currency with a maturity of the Designated Maturity, expressed as a percentage, which appears on the Relevant Screen Page as at the Relevant Time on the Interest De...
#47">"CMS Rate 1" and "CMS Rate 2" shall mean the CMS Rate with a particular Designated Maturity as specified in the relevant Final Terms;
#47">"CMS Reference Banks" means (i) where the Reference Currency is Euro, the principal office of five major banks in the Euro-zone inter-bank market, (ii) where the Reference Currency is Sterling, the principal London office of five major banks in the L...
#47">"Day Count Fraction" means, in respect of the calculation of an amount for any period of time (the "Calculation Period"), such day count fraction as may be specified in these Conditions or the relevant Final Terms and:
#48">"Dealer Agreement" means the dealer agreement entered into on 20 May 2015 (as amended or supplemented from time to time) by the Issuer, the Dealers and the Representative of the Noteholders setting out the terms of issue of any Series of Notes and th...
#48">"Early Redemption Amount" means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Final Terms;
#48">"Extraordinary Resolution" has the meaning given thereto in the Rules of Organisation;
#48">"Final Redemption Amount" means, in respect of any Note, its principal amount, subject to any purchase, cancellation, early redemption or repayment;
#48">"Fixed Coupon Amount" has the meaning given thereto in the relevant Final Terms;
#48">"Floor" means a percentage per annum as specified in the relevant Final Terms;
#48">"Guarantee" means, in relation to any Indebtedness of any Person, any obligation of another Person to pay such Indebtedness including (without limitation):
#49">"Indebtedness" means any indebtedness for money borrowed or raised including (without limitation) any indebtedness for or in respect of:
#49">"Interest Amount" means, in relation to a Note and an Interest Period, the amount of interest payable in respect of that Note for that Interest Period;
#49">"Interest Commencement Date" means, in relation to any Series or Tranche of Notes, the Issue Date of such Notes or such other date as may be specified as the Interest Commencement Date in the relevant Final Terms;
#49">"Interest Determination Date" has the meaning given thereto in the relevant Final Terms;
#49">"Interest Payment Date" means the date or dates specified as such in, or determined in accordance with the provisions of, the relevant Final Terms and, if a Business Day Convention is specified in the relevant Final Terms, as the same may be adjusted...
#49">"Interest Period" means each period beginning on (and including) the Interest Commencement Date or any Interest Payment Date and ending on (but excluding) the next Interest Payment Date;
#49">"ISDA Definitions" means the 2006 ISDA Definitions (as amended and updated as at the date of issue of the first Tranche of the Notes of the relevant Series (as specified in the relevant Final Terms) as published by the International Swaps and Derivat...
#49">"Issue Date" has the meaning given thereto in the relevant Final Terms;
#49">"Legislative Decree No. 58" means the Italian Legislative Decree No. 58 of 24 February 1998, as subsequently amended;
#50">"Leverage" means a percentage number as specified in the relevant Final Terms;
#50">"Margin" means a percentage per annum as specified in the relevant Final Terms;
#50">"Maturity Date" has the meaning given thereto in the relevant Final Terms;
#50">"Maximum Redemption Amount" has the meaning given thereto in the relevant Final Terms;
#50">"Minimum Redemption Amount" has the meaning given thereto in the relevant Final Terms;
#50">"Monte Titoli" means Monte Titoli S.p.A., with registered office and principal place of business at Piazza degli Affari 6, 20123 Milan, Italy, or any successor clearing system thereto;
#50">"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 depositary banks appointed by Euroclear and Clearstream, Luxembourg;
#50">"Optional Redemption Amount (Call)" means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Final Terms;
#50">"Optional Redemption Amount (Put)" means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Final Terms;
#50">"Optional Redemption Date (Call)" has the meaning given thereto in the relevant Final Terms;
#50">"Optional Redemption Date (Put)" has the meaning given thereto in the relevant Final Terms;
#50">"Participating Member State" means a Member State of the European Communities which adopts the Euro as its lawful currency in accordance with the Treaty;
#50">"Payment Business Day" means:
#51">"Person" means any individual, company, corporation, firm, partnership, joint venture, association, organisation, state or agency of a state or other entity, whether or not having separate legal personality;
#51">"Principal Financial Centre" means, in relation to any currency, the principal financial centre for that currency provided, however, that:
#51">"Put Option Notice" means a notice to be delivered to a Paying Agent by any Noteholder wanting to exercise a right to redeem a Note at the option of the Noteholder;
#51">"Rate of Interest" means the rate or rates (expressed as a percentage per annum) of interest payable in respect of the Notes specified in the relevant Final Terms or calculated or determined in accordance with the provisions of these Conditions and/o...
#51">"Redemption Amount" means, as appropriate, the Final Redemption Amount, the Early Redemption Amount, the Optional Redemption Amount (Call), the Optional Redemption Amount (Put), or such other amount in the nature of a redemption amount as may be spec...
#51">"Reference Banks" has the meaning given thereto in the relevant Final Terms or, if none, four major banks selected by the Calculation Agent in the market that is most closely connected with the Reference Rate;
#51">"Reference Currency" has the meaning given in the relevant Final Terms;
#51">"Reference Price" has the meaning given thereto in the relevant Final Terms;
#51">"Reference Rate" has the meaning given in the relevant Final Terms;
#52">"Regular Period" means:
#52">"Relevant Date" means, in relation to any payment, whichever is the later of (a) the date on which the payment in question first becomes due and (b) if the full amount payable has not been received in the Principal Financial Centre of the currency of...
#52">"Relevant Financial Centre" has the meaning given thereto in the relevant Final Terms;
#52">"Relevant Screen Page" means the page, section or other part of a particular information service (including, without limitation, Reuters) specified as the Relevant Screen Page in the relevant Final Terms, or such other page, section or other part as ...
#52">"Relevant Swap Rate" means:
#53">"Relevant Time" has the meaning given thereto in the relevant Final Terms;
#53">"Representative Amount" means an amount that is representative for a single transaction in the relevant market at the relevant time;
#53">"Representative of the Noteholders" means BNP Paribas Securities Services as representative of the Noteholders of a relevant Series of Notes, appointed in the Subscription Agreement entered into in relation to each Series of Notes pursuant to the Dea...
#53">"Security Interest" means any mortgage, charge, pledge, lien or other security interest including, without limitation, anything analogous to any of the foregoing under the laws of any jurisdiction;
#53">"Specified Currency" has the meaning given thereto in the relevant Final Terms;
#54">"Specified Denomination(s)" has the meaning given thereto in the relevant Final Terms;
#54">"Specified Office" has the meaning given thereto in the Agency Agreement;
#54">"Specified Period" has the meaning given thereto in the relevant Final Terms;
#54">"Subsidiary" means, in relation to any Person (the "first Person") at any particular time, any other Person (the "second Person"):
#54">"TARGET Settlement Day" means any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open;
#54">"Treaty" means the Treaty establishing the European Communities, as amended; and
#54">"Zero Coupon Note" means a Note specified as such in the relevant Final Terms.
- #54">2.2 Interpretation: In these Conditions:
#55">3. Form, Denomination and Title
- #55">3.1 Form: The Notes will be in bearer form and will be held in dematerialised form on behalf of the beneficial owners by Monte Titoli for the account of the relevant Monte Titoli Account Holders as of their respective date of issue. Monte Titoli shall...
- #55">3.2 Book entries: The Notes will at all times be evidenced by book-entries pursuant to the relevant provisions of Legislative Decree No. 58 and in accordance with CONSOB and Bank of Italy Regulation. No physical document of title will be issued in res...
- #55">3.3 Denomination: The Notes are issued in the Specified Denomination(s) specified in the applicable Final Terms. Each Series of Notes will have one denomination only.
- #55">3.4 Types of Notes: The Notes may be Fixed Rate Notes, Floating Rate Notes, Zero Coupon Notes, Partly Paid Notes or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms.
#55">4. Status
#55">5. Fixed Rate Note Provisions
- #55">5.1 Application: This Condition 5 (Fixed Rate Note Provisions) is applicable to the Notes only if the Fixed Rate Note Provisions are specified in the relevant Final Terms as being applicable.
- #55">5.2 Accrual of interest: The Notes bear interest on their principal amount (or, if they are Partly Paid Notes, on the aggregate amount paid up) from the Interest Commencement Date at the Rate of Interest payable in arrear on each Interest Payment Date...
- #56">5.3 Fixed Coupon Amount: The amount of interest payable in respect of each Note for any Interest Period shall be the relevant Fixed Coupon Amount and, if the Notes are in more than one Specified Denomination, shall be the relevant Fixed Coupon Amount ...
- #56">5.4 Calculation of interest amount: The amount of interest payable in respect of each Note for any period for which a Fixed Coupon Amount is not specified shall be calculated by the Calculation Agent by applying the Rate of Interest to the principal a...
#56">6. Floating Rate Note Provisions
- #56">6.1 Application: This Condition 6 (Floating Rate Note Provisions) is applicable to the Notes only if the Floating Rate Note Provisions are specified in the relevant Final Terms as being applicable.
- #56">6.2 Accrual of interest: The Notes bear interest on their nominal amount (or, if they are Partly Paid Notes, the aggregate amount paid up) from, and including, the Interest Commencement Date at the Rate of Interest payable in arrear on each Interest P...
- #56">6.3 Screen Rate Determination (other than CMS Linked Interest Notes): If Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate(s) of Interest is/are to be determined, the Rate of Interest applicable to the ...
  - #56">(i) if the Reference Rate is a composite quotation or customarily supplied by one entity, the Calculation Agent will determine the Reference Rate which appears on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination ...
  - #56">(ii) in any other case, the Calculation Agent will determine the arithmetic mean of the Reference Rates which appear on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination Date;
  - #56">(iii) if, in the case of (i) above, such rate does not appear on that page or, in the case of (ii) above, fewer than two such rates appear on that page or if, in either case, the Relevant Screen Page is unavailable, the Calculation Agent will:
    - #57">(A) request the principal Relevant Financial Centre office of each of the Reference Banks to provide a quotation of the Reference Rate at approximately the Relevant Time on the Interest Determination Date to prime banks in the Relevant Financial Centr...
    - #57">(B) determine the arithmetic mean of such quotations; and
  - #57">(iv) if fewer than two such quotations are provided as requested, the Calculation Agent will determine the arithmetic mean of the rates (being the nearest to the Reference Rate, as determined by the Calculation Agent) quoted by major banks in the Prin...
- #57">6.4 Floating Rate Notes which are CMS Linked Interest Notes: Where Screen Rate Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, subject to Condition 6.11, the Rate of Interest fo...
  - #57">(a) where "CMS Reference Rate" is specified as the Reference Rate in the applicable Final Terms, determined by the Calculation Agent by reference to the following formula:
  - #57">(b) where "Leveraged CMS Reference Rate" is specified as the Reference Rate in the applicable Final Terms, determined by the Calculation Agent by reference to the following formula:
  - #58">(c) where "Leveraged CMS Reference Rate 2" is specified as the Reference Rate in the applicable Final Terms, determined by the Calculation Agent by reference to the following formula:
  - #58">(d) where "Steepner CMS Reference Rate" is specified as the Reference Rate in the applicable Final Terms, determined by the Calculation Agent by reference to the following formula:
    - #58">(i) where "Steepner CMS Reference Rate: Unleveraged" is specified in the applicable Final Terms:
    - #58">(ii) where "Steepner CMS Reference Rate: Leveraged" is specified in the applicable Final Terms:
  - #58">(e) where "Call Spread CMS Reference Rate" is specified as the Reference Rate in the applicable Final Terms, determined by the Calculation Agent by reference to the following formula:
- #58">6.5 ISDA Determination: If ISDA Determination is specified in the relevant Final Terms as the manner in which the Rate(s) of Interest is/are to be determined, the Rate of Interest applicable to the Notes for each Interest Period will be the sum of the...
  - #59">(i) the Floating Rate Option (as defined in the ISDA Definitions) is as specified in the relevant Final Terms;
  - #59">(ii) the Designated Maturity (as defined in the ISDA Definitions) is a period specified in the relevant Final Terms; and
  - #59">(iii) the relevant Reset Date (as defined in the ISDA Definitions) is either (A) if the relevant Floating Rate Option is based on the London inter-bank offered rate (LIBOR) or on the Euro-zone inter-bank offered rate (EURIBOR) for a currency, the firs...
- #59">6.6 Maximum or Minimum Rate of Interest: If any Maximum Rate of Interest or Minimum Rate of Interest is specified in the relevant Final Terms, then the Rate of Interest shall in no event be greater than the maximum or be less than the minimum so speci...
- #59">6.7 Calculation of Interest Amount: The Calculation Agent will, as soon as practicable after the time at which the Rate of Interest is to be determined in relation to each Interest Period, calculate the Interest Amount payable in respect of each Note ...
- #59">6.8 Calculation of other amounts: If the relevant Final Terms specifies that any other amount is to be calculated by the Calculation Agent, the Calculation Agent will, as soon as practicable after the time or times at which any such amount is, as the ...
- #59">6.9 Publication: The Calculation Agent will cause each Rate of Interest and Interest Amount determined by it, together with the relevant Interest Payment Date, and any other amount(s) required to be determined by it together with any relevant payment ...
- #60">6.10 Notifications etc: All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition by the Calculation Agent will (in the absence of manifest e...
- #60">6.11 Benchmark Discontinuation:
- #60">Notwithstanding the provisions above in this Condition 6, if a Benchmark Event occurs in relation to an Original Reference Rate at any time when these Conditions provide for any remaining Rate of Interest (or any component part(s) thereof) to be deter...
  - #60">(i) Independent Adviser: The Issuer shall use its reasonable endeavours to appoint and consult with an Independent Adviser, as soon as reasonably practicable, to determine a Successor Rate, failing which an Alternative Rate (in accordance with Conditi...
  - #60">An Independent Adviser appointed pursuant to this Condition 6.11 shall act in good faith and in a commercially reasonable manner as an expert and in consultation with the Issuer and (in the absence of bad faith, fraud or gross negligence) shall have n...
  - #60">(ii) Successor Rate or Alternative Rate: If the Independent Adviser determines that:
    - #60">(A) there is a Successor Rate, then such Successor Rate shall (subject to adjustment as provided in Condition 6.11 (iii)) subsequently be used in place of the Original Reference Rate to determine the relevant Rate(s) of Interest (or the relevant compo...
    - #61">(B) there is no Successor Rate but that there is an Alternative Rate, then such Alternative Rate shall (subject to adjustment as provided in Condition 6.11 (iii)) subsequently be used in place of the Original Reference Rate to determine the relevant R...
  - #61">(iii) Adjustment Spread: If the Independent Adviser determines (i) that an Adjustment Spread is required to be applied to the Successor Rate or the Alternative Rate (as the case may be) and (ii) the quantum of, or a formula or methodology for determin...
  - #61">(iv) Benchmark Amendments: If any Successor Rate, Alternative Rate or Adjustment Spread is determined in accordance with this Condition 6.11 and the Independent Adviser determines (i) that amendments to these Conditions (including without limitation, ...
  - #61">In connection with any such variation in accordance with this Condition 6.11 (iv), the Issuer shall comply with the rules of any stock exchange or other relevant authority on which the Notes are for the time being listed or by which they have been adm...
  - #61">(v) Notices, etc.: The Issuer shall notify the Paying Agents and the Calculation Agent or any other party specified in the relevant Final Terms as being responsible for calculating the Rate of Interest and, in accordance with Condition 18, the Notehol...
  - #62">Where a different Margin or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin or Maximum or Minimum Rate of Interest relating to the relevant ...
  - #62">The Successor Rate or Alternative Rate and the Adjustment Spread (if any) and the Benchmark Amendments (if any) specified in such notice will (in the absence of manifest error or bad faith in the determination of the Successor Rate or Alternative Rate...
  - #62">(vi) Survival of Original Reference Rate: Without prejudice to the obligations of the Issuer under the provisions of this Condition 6.11, the Original Reference Rate and the fallback provisions provided for in Condition 6.3 will continue to apply unle...
  - #62">(vii) Fallbacks: If, following the occurrence of a Benchmark Event and in relation to the determination of the Rate of Interest on the relevant Interest Determination Date, the Issuer is unable to appoint an Independent Adviser or the Independent Advi...
- #62">For the avoidance of doubt, this Condition 6.11 shall apply to the determination of the Rate of Interest on the relevant Interest Determination Date only, and the Rate of Interest applicable to any subsequent Interest Period(s) is subject to the subse...
  - #63">(viii) Definitions: In this Condition 6.11:
- #63">"Adjustment Spread" means either a spread (which may be positive, zero or negative), or the quantum of the formula or methodology for calculating a spread, in either case, which the Independent Adviser determines should be applied to the Successor Rat...
  - #63">(A) in the case of a Successor Rate, is formally recommended, or formally provided as an option for parties to adopt in relation to the replacement of the Original Reference Rate with the Successor Rate by any Relevant Nominating Body; or
  - #63">(B) in the case of an Alternative Rate or (where (A) above does not apply) in the case of a Successor Rate, the Independent Adviser determines is recognised or acknowledged as being in customary market usage in international debt capital markets trans...
  - #63">(C) (if the Independent Adviser determines that (A) above does not apply and no such spread, quantum formula or methodology is recognised or acknowledged as being customary market usage as referred to in (B) above) the Independent Advisor determines t...
- #63">"Alternative Rate" means an alternative benchmark or screen rate to the Reference Rate which the Independent Adviser determines in accordance with Condition 6.11 (ii) has replaced the Original Reference Rate in customary market usage in the internatio...
- #63">"Benchmark Amendments" has the meaning given to it in Condition 6.11 (iv);
- #63">"Benchmark Event" means:
  - #63">(A) the Original Reference Rate ceasing to be published for a period of at least 5 Business Days or ceasing to be calculated or administered;
  - #64">(B) a public statement by the administrator of the Original Reference Rate that (in circumstances where no successor administrator has been or will be appointed that will continue publication of the Original Reference Rate) it has ceased publishing th...
  - #64">(C) a public statement by the supervisor of the administrator of the Original Reference Rate that the Original Reference Rate has been, or will, by a specified future date, be permanently or indefinitely discontinued;
  - #64">(D) a public statement by the supervisor of the administrator of the Original Reference Rate that means that the Original Reference Rate will, by a specified future date, be prohibited from being used or that its use will be subject to restrictions or...
  - #64">(E) a public statement by the supervisor of the administrator of the Original Reference Rate that, in the view of such supervisor, the Original Reference Rate is no longer representative of an underlying market; or
  - #64">(F) it has, or will, by a specified date within the following six months, become unlawful for any Paying Agent, the Calculation Agent or such other party as specified in the relevant Final Terms to calculate any payments due to be made to any Notehold...
- #64">"Independent Adviser" means an independent financial institution of international repute or an independent financial adviser with appropriate international capital markets expertise appointed by the Issuer under Condition 6.11 at its own expense;
- #64">"Original Reference Rate" means the originally-specified Reference Rate used to determine the relevant Rate of Interest (or any component part thereof) on the Notes;
- #64">"Relevant Nominating Body" means, in respect of the Original Reference Rate:
  - #64">(A) the central bank, reserve bank, monetary authority or any similar institution for the currency to which the Original Reference Rate relates, or any central bank or other supervisory authority which is responsible for supervising the administrator ...
  - #64">(B) any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank, reserve bank, monetary authority or any similar institution for the currency to which the Original Reference Rate relates,...
- #65">"Successor Rate" means a successor to or replacement of the Original Reference Rate which is formally recommended by any Relevant Nominating Body.
#65">7. Zero Coupon Note Provisions
- #65">7.1 Application: This Condition 7 (Zero Coupon Note Provisions) is applicable to the Notes only if the Zero Coupon Note Provisions are specified in the relevant Final Terms as being applicable.
- #65">7.2 Late payment on Zero Coupon Notes: If the Redemption Amount payable in respect of any Zero Coupon Note is improperly withheld or refused, the Redemption Amount shall thereafter be an amount equal to the sum of:
  - #65">(i) the Reference Price; and
  - #65">(ii) the product of the Accrual Yield (compounded annually) being applied to the Reference Price on the basis of the relevant Day Count Fraction from (and including) the Issue Date to (but excluding) the day on which all sums due in respect of such No...
#65">8. Partly Paid Notes Provisions
#65">9. Redemption and Purchase
- #65">9.1 Scheduled redemption: Unless previously redeemed, or purchased and cancelled, the Notes will be redeemed at their Final Redemption Amount on the Maturity Date, subject as provided in Condition 10 (Payments).
- #65">9.2 Redemption for tax reasons: The Notes may be redeemed at the option of the Issuer in whole, but not in part:
  - #65">(i) at any time (if the Floating Rate Note Provisions are not specified in the relevant Final Terms as being applicable); or
  - #65">(ii) on any Interest Payment Date (if the Floating Rate Note Provisions are specified in the relevant Final Terms as being applicable),
    - #66">(A) the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 11 (Taxation) as a result of any change in, or amendment to, the laws or regulations of the Republic of Italy or any political subdivision or a...
    - #66">(B) such obligation cannot be avoided by the Issuer taking reasonable measures available to it,
- #66">9.3 Redemption at the option of the Issuer: If the Call Option is specified in the relevant Final Terms as being applicable, the Notes may be redeemed at the option of the Issuer in whole or, if so specified in the relevant Final Terms, in part on any...
- #67">9.4 Partial redemption: If the Notes are to be redeemed in part only on any date in accordance with Condition 9.3 (Redemption at the option of the Issuer), the Optional Redemption Amount (Call) will be divided among all the Noteholders of the relevant...
- #67">9.5 Redemption at the option of Noteholders: If the Put Option is specified in the relevant Final Terms as being applicable, the Issuer shall, at the option of the holder of any Note, redeem such Note on the Optional Redemption Date (Put) specified in...
- #67">9.6 No other redemption: The Issuer shall not be entitled to redeem the Notes otherwise than as provided in paragraphs 9.1 to 9.5 above.
- #67">9.7 Early redemption of Zero Coupon Notes: Unless otherwise specified in the relevant Final Terms, the Redemption Amount payable on redemption of a Zero Coupon Note at any time before the Maturity Date shall be an amount equal to the sum of:
  - #67">(i) the Reference Price; and
  - #67">(ii) the product of the Accrual Yield (compounded annually) being applied to the Reference Price from (and including) the Issue Date to (but excluding) the date fixed for redemption or (as the case may be) the date upon which the Note becomes due and ...
- #67">9.8 Where such calculation is to be made for a period which is not a whole number of years, the calculation in respect of the period of less than a full year shall be made on the basis of such Day Count Fraction as may be specified in the Final Terms ...
- #67">9.9 Redemption of Partly Paid Notes: If the Notes are Partly Paid Notes, unless otherwise specified in the applicable Final Terms, they will be redeemed, whether at maturity, early redemption or otherwise, in accordance with the provisions of this Con...
- #68">9.10 Purchase: The Issuer may at any time purchase Notes in the open market or otherwise and at any price. Such Notes may be held, reissued, resold or, at the option of the Issuer, cancelled.
- #68">9.11 Cancellation: All Notes which are redeemed by the Issuer in accordance with this Condition 9 shall be cancelled and may not be reissued or resold.
#68">10. Payments
- #68">10.1 Principal and interest: Payment of principal and interest in respect of the Notes will be credited, according to the instructions of Monte Titoli, by the relevant Paying Agent on behalf of the Issuer to the accounts of those banks and authorised ...
- #68">10.2 Payments subject to fiscal laws: All payments in respect of the Notes are subject in all cases to (i) any applicable fiscal or other laws and regulations in the place of payment, but without prejudice to the provisions of Condition 11 (Taxation),...
- #68">10.3 Payments on business days: If the due date for payment of any amount in respect of any Note is not a Payment Business Day, the holder shall not be entitled to payment of the amount due until the next succeeding Payment Business Day and shall not ...
- #68">10.4 Principal Paying Agent: The Issuer reserves the right at any time to vary or terminate the appointment of the Principal Paying Agent and to appoint another Principal Paying Agent. The Issuer will cause at least 30 days' prior notice of any replac...
#68">11. Taxation
- #68">11.1 Gross up: All payments of principal and interest in respect of the Notes by the Issuer, shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatsoever nature imposed...
  - #69">(i) held by a relevant holder or beneficial owner of the Notes which is liable to such taxes, duties, assessments or governmental charges in respect of such Note by reason of its having some connection with the Republic of Italy (including, by way of ...
  - #69">(ii) held by any Noteholder who would be entitled to avoid such withholding or deduction by making a declaration of residence or non-residence or other similar claim for exemption and fails to do so in due time;
  - #69">(iii) in relation to any payment or deduction on principal, interest or other proceeds of any Note on account of imposta sostitutiva pursuant to Italian Legislative Decree No. 239, as amended or supplemented from time to time;
  - #69">(iv) in relation to any payments to be requested more than 30 days after the Relevant Date except to the extent that the relevant holder would have been entitled to such additional amounts if it had requested such payment in respect of such Note on th...
  - #69">(v) if such withholding or deduction is required pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpre...
  - #69">(vi) in relation to any payment to be requested in the Republic of Italy; and
  - #69">(vii) any combination of items (i) through (vi).
- #69">11.2 Taxing jurisdiction: If the Issuer becomes subject at any time to any taxing jurisdiction other than the Republic of Italy references in these Conditions to the Republic of Italy shall be construed as references to the Republic of Italy and/or su...
#69">12. Events of Default
- #69">12.1 If any of the following events (each an "Event of Default") occurs and is continuing, then the Representative of the Noteholders at its discretion may and, if so directed by an Extraordinary Resolution of all outstanding Series of Notes, shall (s...
  - #70">(a) Non-payment: the Issuer fails to pay any amount of principal in respect of the Notes within one day, or fails to pay any amount of interest in respect of the Notes within three days, in each case, of the due date for payment thereof; or
  - #70">(b) Breach of other obligations: the Issuer defaults in the performance or observance of any of its other material obligations under or in respect of the Notes and such default (i) is, in the opinion of the Representative of the Noteholders, incapable...
  - #70">(c) Cross-default of Issuer:
  - #70">(d) Unsatisfied judgment: one or more judgment(s) or order(s) from which no further appeal or judicial review is permissible under applicable law for the payment of any amount/an amount in excess of Euro 10,000,000 (or its equivalent in any other curr...
  - #70">(e) Security enforced: a secured party takes possession, or a receiver, manager or other similar officer is appointed, of the whole or a substantial (in the opinion of the Representative of the Noteholders) part of the undertaking, assets and revenues...
  - #71">(f) Insolvency: the Issuer:
  - #71">(g) Winding up, etc.: an order is made or an effective resolution is passed for the winding up, liquidation or dissolution of the Issuer (otherwise than for the purposes of or pursuant to an amalgamation, reorganisation or restructuring whilst solvent...
  - #71">(h) Unlawfulness: it becomes unlawful for the Issuer to perform or comply with any of its obligations under or in respect of the Notes; or
  - #71">(i) Corporate Reorganisation: the Issuer ceases or threatens to cease to carry on the whole or a substantial part of its business, save for (i) the purposes of a reorganisation, restructuring, merger, amalgamation transfer or contribution of assets or...
    - #71">(a) to the extent that the Issuer is not a surviving entity, the resulting company is a Successor in Business of the Issuer. Successor in Business means, in relation to the Issuer, any company which, as a result of relevant transaction, (i) assumes th...
    - #72">(b) to the extent that the Issuer is the surviving entity, the relevant transaction has no material adverse effect on the ability of the Issuer to perform all its liabilities (payment and otherwise) in respect of all then existing obligations of the I...
  - #72">(j) Failure to Take Action: at any time any act, condition or thing which is required to be done, fulfilled or performed by the Issuer in order (i) to enable the Issuer lawfully to enter into, exercise its rights under and perform the obligations expr...
#73">13. Enforcement
- #73">13.1 No Noteholder may proceed directly against the Issuer to enforce its rights under the Notes unless the relevant action has been previously approved at a Meeting of the holders of all outstanding Series of Notes and the relevant Representative of ...
#73">14. Meetings of Noteholders; Modifications, Consents and Waivers; the Representative of the Noteholders
- #73">14.1 Meetings of Noteholders: The Rules of Organisation scheduled to the Agency Agreement contain provisions for convening meetings of Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution ...
- #73">14.2 Regard to Noteholders: The Representative of the Noteholders of each Series of Notes is required, in connection with the exercise of its powers, authorities, duties and discretions under or in relation to the relevant Notes (including these Condi...
- #73">14.3 Appointment of the Representative of the Noteholders: The appointment of the Representative of the Noteholders is made in the relevant Subscription Agreement in connection with any issue of Notes pursuant to the Dealer Agreement and confirmed in ...
- #73">14.4 Modification: The Notes and these Conditions may be amended with the consent of the Representative of the Noteholders but, without the need of convening a meeting of the relevant Noteholders (albeit without prejudice to the right of the Represent...
- #74">14.5 For the avoidance of doubt, any variation of the Conditions and the Agency Agreement to give effect to the Benchmark Amendments in accordance with Condition 6.11 shall not require the consent or approval of Noteholders.
#74">15. Prescription
- #74">15.1 Claims against the Issuer for payments in respect of the Notes shall be prescribed and shall become void unless made within ten years (in the case of principal) or five years (in the case of interest) from the Relevant Date in respect thereof.
- #74">15.2 In this Condition 15 (Prescription), the "Relevant Date", in respect of a Note, is the date on which a payment in respect thereof first becomes due and payable or (if the full amount of the monies payable in respect of all Notes and accrued on or...
#74">16. Agents
- #74">16.1 In acting under the Agency Agreement and in connection with the Notes, the Paying Agent act solely as agent of the Issuer and do not assume any obligations towards or relationship of agency or trust for or with any of the Noteholders.
- #74">16.2 The initial Paying Agent appointed by the Issuer and its initial specified office is listed below. The Paying Agent acts solely as agent of the Issuer and does not assume any obligation or relationship of agency or trust for or with any Noteholde...
  - #74">(a) a Principal Paying Agent in Italy whilst the Notes are deposited with Monte Titoli;
  - #74">(b) if and for so long as the Notes are admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system which requires the appointment of a Paying Agent in any particular place, the Issuer shall maintain ...
  - #74">(c) a Calculation Agent in relation to each Series of Notes.
#75">17. Further Issues
- #75">17.1 The Issuer may from time to time, without the consent of the Noteholders, create and issue further notes having the same terms and conditions as the Notes in all respects (or in all respects except for the first payment of interest and the issue ...
#75">18. Notices
- #75">18.1 Publication: Any notice regarding the Notes, as long as the Notes are held through Monte Titoli, shall be deemed to have been duly given through the systems of Monte Titoli, and, as long as the Notes are listed on the Luxembourg Stock Exchange an...
- #75">18.2 Variation: The Representative of the Noteholders shall be at liberty to sanction some other method of giving notice to Noteholders of the relevant Series if, in its or their opinion, such other method is reasonable having regard to market practic...
#75">19. Currency Indemnity
- #75">19.1 If any sum due from the Issuer in respect of the Notes or any order or judgment given or made in relation thereto has to be converted from the currency (the "first currency") in which the same is payable under these Conditions or such order or ju...
#76">20. Rounding
#76">21. Redenomination, Renominalisation and Reconventioning
- #76">21.1 Application: This Condition 21 (Redenomination, Renominalisation and Reconventioning) is applicable to the Notes only if it is specified in the relevant Final Terms as being applicable.
- #76">21.2 Notice of redenomination: If the country of the Specified Currency becomes or, announces its intention to become, a Participating Member State, the Issuer may, without the consent of the Noteholders, on giving at least 30 days' prior notice to th...
- #76">21.3 Redenomination: Notwithstanding the other provisions of these Conditions, with effect from the Redenomination Date:
  - #76">(i) the Notes shall be deemed to be redenominated into Euro in the denomination of Euro 0.01 with a principal amount for each Note equal to the principal amount of that Note in the Specified Currency, converted into Euro at the rate for conversion of ...
  - #76">(ii) all payments in respect of the Notes (other than, unless the Redenomination Date is on or after such date as the Specified Currency ceases to be a sub-division of the Euro, payments of interest in respect of periods commencing before the Redenomi...
- #77">21.4 Interest Determination Date: If the Floating Rate Note Provisions are specified in the relevant Final Terms as being applicable and Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate(s) of Interest ...
#77">22. Governing Law and Jurisdiction
- #77">22.1 Governing law: The Notes are governed by, and shall be construed in accordance with, the laws of the Republic of Italy.
- #77">22.2 Jurisdiction: The courts of Rome are to have exclusive jurisdiction to settle any dispute arising from or connected with the Notes.
#92">DESCRIPTION OF CASSA DEPOSITI E PRESTITI S.P.A.
- #93">(i) Article 5 of Law Decree 269 setting out, inter alia, (a) the corporate purpose of CDP, (b) the structure of its financial management strategy, and (c) the special powers vested in the MEF in respect of CDP;
- #93">(ii) the provisions of Title V of the Legislative Decree No. 385 of 1 September 1993 as amended (the Banking ActŽ) as set out for intermediaries registered in the register established under Article 106 of the Banking Act, taking into consideration th...
- #93">(iii) the provisions of the Italian Civil Code applicable to Italian companies, to the extent and in relation to aspects that are not regulated by special provisions regarding CDP; and
- #93">(iv) the decrees of the MEF regarding, inter alia, CDP's share capital, its shareholdings, the special powers assigned to CDP, the latter's assets and liabilities and its business activities (including without limitation, the ministerial decrees respe...
- #97">(i) in favour of public or private entities, with the exclusion of natural persons, having legal personality, for public-interest initiatives promoted by Public Entities, in accordance with the criteria established in decrees of the MEF adopted pursua...
- #97">(ii) in favour of private entities, with the exclusion of natural persons, having legal personality, for operations in the sectors of general interest specified in the decrees of the MEF adopted pursuant to Article 5, paragraph 11, letter (e);
- #97">(iii) in favour of public or private entities, with the exclusion of natural persons, having legal personality, to support the international expansion of enterprises and exports in accordance with the criteria established in decrees of the MEF adopted...
- #97">(iv) in favour of enterprises for the purposes of supporting the economy through (a) the banking system or (b) the subscription of units in investment funds managed by an asset management company, whose corporate purpose achieves one of the institutio...
- #97">(v) in favour of public or private entities, with the exclusion of natural persons, having legal personality, for international development cooperation activities; and
- #97">(vi) to banks operating in Italy to permit them to grant loans secured by mortgages on residential properties mainly for the purchase of primary residences or for renovation and energy efficiency enhancement works;
- #97">(i) works, systems, networks and infrastructure to be used for the public interest;
- #98">(ii) investments in research, development, innovation, the protection and leveraging of cultural assets, the promotion of tourism, environment, energy efficiency, promotion of sustainable development, the green economy; and
- #98">(iii) initiatives for company growth, including through business combination, in Italy and abroad;
- #98">(iv) bank bonds backed by portfolios of loans secured by mortgages on residential properties and/or securities issued pursuant to the provisions of Law No. 130 of 30 April 1999 ("Italian Securitisation Law") as part of securitisations of claims in res...
- #98">(v) securities issued pursuant to the Italian Securitisation Law as part of securitisations of loans to small and medium-sized enterprises, with a view to expanding the volume of lending to small and medium-sized enterprises.
  - #98">(i) carry out any instrumental, connected and ancillary transactions, including commercial, industrial, mortgage, movable and real property, financial, lending and borrowing transactions;
  - #99">(ii) acquire shareholdings and interests in companies, undertakings, consortia and joint ventures, both in Italy and abroad, pursuant to the decree of the MEF dated 27 January 2005;
  - #99">(iii) coordinate the participating companies and the subsidiaries from an administrative and financial perspective, and carry out any necessary transaction in their favour, including the granting of loans;
  - #99">(iv) grant both in personam and in rem guarantees with respect to its own and third parties' obligations;
  - #99">(v) enter into financial derivatives transactions on its own account; and
  - #99">(vi) enter into financial derivatives transactions, also for purposes other than hedging.
  - #100">(i) such financing activity carried out by CDP constitutes a service of general economic interest;
  - #100">(ii) the relevant loans shall be granted by CDP as specific purpose loans (prestiti di scopo), which may be utilised by Public Entities in connection with the carrying out of public interest investments or in connection with other purposes for which t...
  - #101">(iii) the process carried out by CDP for the granting of specific purpose loans is aimed at ascertaining whether the relevant borrower fulfils the requirements set forth by applicable legislation (including, inter alia, compliance with the debt ratios...
  - #101">(iv) in carrying out such financing activity, CDP must ensure that each public borrower is granted, amongst its peers, free access, as well as equal and non-discriminatory contractual treatment; therefore the general terms and conditions applicable to...
  - #101">(v) such loans may be granted on a fixed or floating rate basis and the relevant interest rate is predetermined (currently on a weekly basis) and disclosed by way of publication on the website of CDP and in at least one daily newspaper;
  - #101">(vi) the financial equivalent of the interest rates applicable to the above-mentioned specific purpose loans shall not exceed, upon calculation at the relevant computation date, the interest rate referred to in Article 45, paragraph 32, of Law No. 448...
  - #101">(vii) such loans shall be granted by way of a written contract (which may fail to be entered into as a notarised deed (atto in forma pubblica)), a copy of which shall be provided to the borrower together with the general terms and conditions applicabl...
  - #101">(viii) in compliance with the provisions of paragraph 24 of Article 5 of Law Decree 269, any and all acts, deeds, agreements, assignments, performances and/or other formalities relating to specific purpose loans, their relevant performance, amendments...
  - #101">(ix) CDP may grant loans to Public Entities having characteristics other than those referred to in points (ii) to (vii) above, provided that such other loans are granted to the Public Entities and are destined to be used in connection with measures sa...
  - #102">(i) transactions of public interest promoted by such Public Entities in accordance with the criteria established by the MEF decree of 12 March 2009; and
  - #102">(ii) transactions of public interest related to areas of general interest identified by the MEF decree of 12 April 2016,
  - #103">(a) the criteria to identify the transactions promoted by the Public Entities which may be financed under Article 5, paragraph 7, letter (a) of Law Decree 269, and including:
- #103">(i) transactions which benefit from long-term public or European grants or other forms of public incentives for the realisation of investments or supplies of national interest;
- #103">(ii) transactions to be carried out in the context of a public concession;
- #103">(iii) transactions carried out in execution of agreements between the Public Entities and (x) third party countries or (y) European Union institutions or Member States;
- #103">(iv) transactions carried out within the framework of a public-private partnership;
- #103">(v) transactions which form part of the plans or other programming instruments of the Public Entities;
- #103">(vi) transactions which are co-financed by the EIB;
- #103">(vii) transactions aimed at fulfilling Public Entities' institutional role;
- #103">(b) that the borrowers under Article 5, paragraph 7, letter (a) of Law Decree 269 may be public or private entities, with the exclusion of natural persons, and
- #103">(c) that CDP shall provide funding for the above-mentioned transactions under Article 5, paragraph 7, letter (a) of Law Decree 269 on the basis of the creditworthiness of the prospective borrower and of the economic and financial sustainability of the...
- #103">(a) the areas of general interest in which CDP can carry out transactions of public interest towards private entities, under Article 5, paragraph 7, letter (a) of Law Decree 269, which are:
  - #103">(i) environment and energy;
  - #103">(ii) communications and digital;
  - #103">(iii) infrastructure, transport and construction;
  - #104">(iv) insurance and financial intermediation aimed at savings protection and credit access;
  - #104">(v) research, innovation, education and training;
  - #104">(vi) public services and health;
  - #104">(vii) tourism and hospitality, also through the real estate assets promotion and management;
  - #104">(viii) cultural heritage promotion and management;
  - #104">(ix) areas which benefit from national and European public funds; and
  - #104">(x) areas which operate plants or productive settlements recognised as strategic interest, as well as companies of relevant national interest.
- #104">(b) the public interest transactions related to the above-mentioned areas have to be carried out:
  - #104">(i) on the basis of the economic and financial sustainability and the respective public interest; and
  - #104">(ii) preferably jointly with other financial institutions.
    - #109">(a) increase the maximum overall amount of the Piattaforma Imprese (bringing it to Euro 10 billion), through the increase of Plafond PMI (i.e. medium-long-term funding to the Italian banking system dedicated to the financing of investments and working...
    - #109">(b) introduce in the Plafond PMI and the Plafond MID further maturity or longer duration (12 years) - beyond the maximum duration ordinarily offered (10 years) - providing, in order to encourage extending the duration of term loans, that the minimum d...
    - #109">(c) redefine the scope of activity of the Plafond Reti PMI (now renamed Plafond Reti e Filiere), through the broadening of its capacity to finance; in particular, the financing of other forms of business combinations and also of companies such as Mid ...
#153">SELECTED FINANCIAL INFORMATION RELATING TO CDP
#154">SELECTED FINANCIAL INFORMATION RELATING TO CDP GROUP
#155">TAXATION
#169">SUBSCRIPTION AND SALE
- #172">(a) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or
- #172">(b) a customer within the meaning of Directive 2002/92/EC (as amended or superseded), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
- #172">(a) in relation to any Notes which have a maturity of less than one year, (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and ...
- #173">(b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection wi...
- #173">(c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.
- #173">Singapore
- #173">(a) Each Dealer has acknowledged, and each further Dealer appointed under the Programme will be required to acknowledge, that this Base Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each Deal...
- #173">(b) Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
- #173">securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries rights and interest (howsoever described) in that trust shall not be transferred within six months after t...
- #174">(1) to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
- #174">(2) where no consideration is or will be given for the transfer;
- #174">(3) where the transfer is by operation of law;
- #174">(4) as specified in Section 276(7) of the SFA; or
- #174">(5) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018.
#175">GENERAL INFORMATION
- #176">(a) the Article 5 and By-laws (Statuto) of the Issuer;
- #176">(b) the Agency Agreement;
- #176">(c) the Programme Manual;
- #176">(d) the non-consolidated audited annual financial statements (including the auditors' report thereon and notes thereto) of the Issuer in respect of the years as at and ended 31 December 2019 and 31 December 2018;
- #177">(e) the consolidated audited financial statements (including the auditors' report thereon and notes thereto) of the Issuer in respect of the years as at and ended on 31 December 2019 and 31 December 2018;
- #177">(f) the 2019 Base Prospectus;
- #177">(g) this Base Prospectus together with any supplement to this Base Prospectus;
- #177">(h) any Final Terms relating to Notes which are admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system. In the case of any Notes which are not admitted to listing, trading and/or quotation by any...
- #177">The By-laws (Statuto) of the Issuer are available on the Issuers website at:
- #177">https://www.cdp.it/resources/cms/documents/Statuto-CDP_March-2019_%20ENG.pdf
- #177">The documents listed above in paragraphs (f) to (h) above are available at the Issuers website at:
- #177">https://www.cdp.it/sitointernet/en/dept_issuance_programme.page