Obligation Atlantica 5% ( XS0193947271 ) en EUR

Société émettrice Atlantica
Prix sur le marché 100 %  ▼ 
Pays  Italie
Code ISIN  XS0193947271 ( en EUR )
Coupon 5% par an ( paiement annuel )
Echéance 09/06/2014 - Obligation échue



Prospectus brochure de l'obligation Atlantia XS0193947271 en EUR 5%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 2 750 000 000 EUR
Description détaillée Atlantia est une société italienne d'infrastructures de transport, opérant principalement dans le secteur des autoroutes et des aéroports.

L'Obligation émise par Atlantica ( Italie ) , en EUR, avec le code ISIN XS0193947271, paye un coupon de 5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 09/06/2014







Offering Circular
(incorporated as a joint stock company in the Republic of Italy)
Unconditionally and irrevocably guaranteed by Autostrade per l'Italia S.p.A.
Autostrade Participations S.A.
(incorporated with limited liability (socie´te´ anonyme) in the Grand-Duchy of Luxembourg with Luxembourg Register of Commerce
and Companies number B 16908)
Unconditionally and irrevocably, jointly and severally, guaranteed by
Autostrade per l'Italia S.p.A. and Autostrade S.p.A.
k10,000,000,000
Global Medium Term Note Programme
Under this Global Medium Term Note Programme (the ``Programme''), Autostrade S.p.A. (``Autostrade'' and an ``Issuer'') and Autostrade
Participations S.A. (``Autostrade Participations'' and an ``Issuer'' and together with Autostrade, the ``Issuers'') may, from time to time,
subject to compliance with all applicable laws, regulations and directives, issue debt securities in either bearer or registered form
(respectively, ``Bearer Notes'' and ``Registered Notes'' and together, the ``Notes'') to be unconditionally and irrevocably guaranteed, in the
case of Notes issued by Autostrade, by Autostrade per l'Italia S.p.A. (``Autostrade Italia'' and a ``Guarantor'') and, in the case of Notes issued
by Autostrade Participations, by Autostrade Italia and Autostrade (each a ``Guarantor'' and together, the ``Guarantors'').
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed k10 billion (or
the equivalent in other currencies).
The Notes may be issued on a continuing basis to one or more of the Dealers defined below or any additional Dealer appointed under the
Programme from time to time, which appointment may be for a specific issue or on an ongoing basis (each a ``Dealer'' and together, the
``Dealers''). References in this Offering Circular to the relevant Dealer, in the case of an issue of Notes being (or intended to be) subscribed
by more than one Dealer, shall be to all Dealers agreeing to subscribe for such Notes.
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme during the period of 12 months
from the date of this Offering Circular to be listed on the Luxembourg Stock Exchange (``Luxembourg Listed Notes''). Notice of the
aggregate nominal amount of Notes, interest (if any) payable in respect of the Notes, the issue price of the Notes and any other terms
and conditions not contained herein which are applicable to each Tranche (as defined under ``Summary of the Programme and Terms
and Conditions of the Notes'') of Notes issued under the Programme will be set out in a pricing supplement in the form set out herein
(each, a ``Pricing Supplement''). With respect to Luxembourg Listed Notes, the applicable Pricing Supplement will be delivered to the
Luxembourg Stock Exchange on or before the date of issue of the Notes of such Tranche.
The Programme provides that Notes may be admitted to listing on such other or further stock exchanges as may be agreed upon by and
between the relevant Issuer, the relevant Guarantor(s) and the relevant Dealer. The Issuers may also issue unlisted Notes.
Investing in the Notes involves risks. Please see the section entitled ``Risk Factors'' beginning on page 6.
The Notes and the Guarantees 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 the Notes may
include Bearer Notes that are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered or sold or,
in the case of Bearer Notes, delivered in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S
under the Securities Act (``Regulation S'') in the case of Registered Notes, or as defined in the U.S. Internal Revenue Code of 1986, as
amended, and regulations thereunder in the case of Bearer Notes). See ``Form of the Notes'' for a description of the manner in which
Notes will be issued. Registered Notes are subject to certain restrictions on transfer. See ``Subscription and Sale and Transfer and Selling
Restrictions''.
Bearer Notes will be represented on issue by a temporary global note in bearer form (each a ``Temporary Bearer Global Note'') or a
permanent global note in bearer form (each a ``Permanent Bearer Global Note''). Registered Notes will be represented by registered
certificates (each a ``Certificate'', which term shall include where appropriate registered certificates in global form), one Certificate being
issued in respect of each registered Noteholder's entire holding of Registered Notes of one Series (as defined under ``Summary of the
Programme and Terms and Conditions of the Notes''). Global Notes and Certificates may be deposited on the Issue Date (as defined
herein) with a common depositary on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear System (``Euroclear'') and
Clearstream Banking, socie´te´ anonyme (``Clearstream, Luxembourg''). Certificates representing Notes resold pursuant to Rule 144A under
the Securities Act (``Rule 144A'') may be deposited on the Issue Date with a custodian on behalf of The Depository Trust Company (``DTC'').
The provisions governing the exchange of interests in Global Notes for other Global Notes and Definitive IAI Registered Notes (as defined
herein) are described in ``Form of the Notes''.
The relevant Issuer and the relevant Guarantor(s) may agree with any Dealer that Notes may be issued in a form not contemplated by the
terms and conditions of the Notes set out herein (the ``Conditions''), in which event a supplement to this Offering Circular, if appropriate,
will be made available which will describe the effect of the agreement reached in relation to the Notes.
Arrangers
Barclays Capital
Goldman Sachs International
Mediobanca S.p.A.
UBM-UniCredit Banca Mobiliare
Dealers
Barclays Capital
Calyon, Corporate and Investment Bank
Goldman Sachs International
Invercaixa Valores S.V., S.A.
Lehman Brothers
Mediobanca S.p.A.
Merrill Lynch International
UBM-UniCredit Banca Mobiliare
The date of this Offering Circular is 1 June 2004.




TABLE OF CONTENTS
Page
Page
Notice to Investors . . . . . . . . . . . . .
ii
Management's Discussion and Analysis of
Notice to New Hampshire Residents. . . . .
iv
Results of Operations and Financial
Condition . . . . . . . . . . . . . . . . .
33
Available Information . . . . . . . . . . . .
iv
Business Description of the Group . . . . .
54
Incorporation by Reference . . . . . . . . .
v
Management . . . . . . . . . . . . . . . .
89
Forward-Looking Statements . . . . . . . .
vi
Core Shareholders. . . . . . . . . . . . . .
94
Enforcement of Certain Civil Liabilities . . .
vi
Certain Relationships and Related Party
Industry and Market Data . . . . . . . . . .
vii
Transactions . . . . . . . . . . . . . . .
96
Description of Other Group Indebtedness . .
97
Exchange Rate Information . . . . . . . . .
vii
Terms and Conditions of the Notes . . . . .
100
Presentation of Financial and Other Data . .
vii
Form of the Notes. . . . . . . . . . . . . .
126
General Description of the Programme . . .
viii
Book-Entry Clearance Procedures . . . . . .
139
Summary of the Programme and the Terms
and Conditions of the Notes . . . . . . .
1
Taxation. . . . . . . . . . . . . . . . . . .
143
Risk Factors . . . . . . . . . . . . . . . . .
6
Subscription and Sale and Transfer and
Selling Restrictions . . . . . . . . . . . .
166
Use of Proceeds . . . . . . . . . . . . . . .
15
Legal Matters . . . . . . . . . . . . . . . .
173
The Issuers . . . . . . . . . . . . . . . . .
16
Independent Auditors . . . . . . . . . . . .
173
The Guarantors . . . . . . . . . . . . . . .
20
General Information . . . . . . . . . . . . .
174
Capitalisation . . . . . . . . . . . . . . . .
24
Index to Financial Statements . . . . . . . .
F-1
Selected Financial Data . . . . . . . . . . .
26
Annex A -- Summary of Certain Significant
The Acquisition and Merger and Unaudited
Differences between Italian Accounting
Pro-Forma Consolidated Income
Principles and U.S. GAAP . . . . . . . . .
A-1
Statement. . . . . . . . . . . . . . . . .
29
i


NOTICE TO INVESTORS
Each of the Issuers and each of the Guarantors, having made all reasonable enquiries, confirms that this
document contains all information with respect to itself, Autostrade and its subsidiaries and affiliates taken as
a whole (Autostrade, together with its consolidated subsidiaries, the ``Group'') and the Notes which is material
in the context of the issue and offering of the Notes, that the statements contained in it relating to each of the
Issuers, the Guarantors and the Group are in every material particular true and accurate and not misleading,
that the opinions and intentions expressed in this document with regard to each of the Issuers, each of the
Guarantors and the Group are honestly held, have been reached after considering all relevant circumstances
and are based on reasonable assumptions, that there are no other facts in relation to the Issuers, the
Guarantors, the Group or the Notes the omission of which would, in the context of the issue and offering of
the Notes, make any statement in this document misleading in any material respect and that all reasonable
enquiries have been made by each of the Issuers and the Guarantors to ascertain such facts and to verify the
accuracy of all such information and statements. Each of the Issuers and the Guarantors accepts responsibility
accordingly for the information contained in this Offering Circular.
This Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference. See ``Incorporation by Reference'' below. This Offering Circular shall, save as specified
herein, be read and construed on the basis that such documents are so incorporated and form part of this
Offering Circular.
None of the Dealers or J.P. Morgan Corporate Trustee Services Limited (the ``Trustee'') has separately verified
the information contained in this Offering Circular. Accordingly, no representation, warranty or undertaking,
express or implied, is made by the Dealers or the Trustee as to the accuracy or completeness of this Offering
Circular or any further information supplied in connection with the Programme or the Notes or their
distribution. None of the Dealers or the Trustee accepts any liability in relation to this Offering Circular or any
document incorporated by reference in this Offering Circular or the distribution of any such document or with
regard to any other information supplied by, or on behalf of, any of the Issuers or the Guarantors. Each investor
contemplating purchasing Notes must make its own independent investigation of the financial condition and
affairs, and its own appraisal of the creditworthiness, of the relevant Issuer, the relevant Guarantor(s) and the
Group.
No person is or has been authorised to give any information or to make any representation not contained in or
not consistent with this Offering Circular or any other information supplied in connection with the Notes and, if
given or made, such information or representation must not be relied upon as having been authorised by any of
the Issuers, Guarantors, Arrangers or Dealers.
Neither the delivery of this Offering Circular, nor the offering, sale or delivery of any Notes shall in any
circumstances create any implication that, since the date of this Offering Circular, there has not been any
change, or any development or event, which is materially adverse to the condition (financial or otherwise),
prospects, results of operations or general affairs of the relevant Issuer, the relevant Guarantor(s) or the
Group. The Dealers and the Trustee expressly do not undertake to review the financial condition or affairs of
any of the Issuers, the Guarantors or the Group during the life of the Programme or to advise any investor in
the Notes of any information coming to their attention. Investors should review, inter alia, the most recently
published financial statements of the relevant Issuer and the relevant Guarantor(s) when deciding whether or
not to purchase any Notes.
The distribution of this Offering Circular and the offer or sale of Notes may be restricted by law in certain
jurisdictions. None of the Issuers, the Guarantors, the Dealers or the Trustee represents that this document
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 assumes any responsibility for facilitating any such distribution or offering. In particular, no action has been
taken by any of the Issuers, the Guarantors, the Dealers or the Trustee which would permit a public offering of
any Notes or distribution of this Offering Circular in any jurisdiction where action for that purpose is required.
Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Offering Circular nor any
advertisement or other offering material may be distributed or published in any jurisdiction, except in
circumstances that will result in compliance with any applicable laws and regulations, and the Dealers have
represented that all offers and sales by them will be made on the same terms. Persons who obtain this
Offering Circular or any Notes must inform themselves about and observe any such restrictions. In particular,
ii


there are restrictions on the distribution of this Offering Circular and the offer or sale of Notes in the United
States, the United Kingdom, Italy, Luxembourg, The Netherlands and Japan. For a description of these and
certain further restrictions on offers and sales of the Notes and distribution of this Offering Circular, see
``Subscription and Sale and Transfer and Selling Restrictions'' below.
This Offering Circular has not been submitted to the clearance procedure of Commissione Nazionale per le
Societa` e la Borsa (``CONSOB'') and may not be used in connection with any offering of the Notes in Italy
other than to professional investors, as defined by applicable Italian securities laws and regulations.
This Offering Circular has been prepared by the Issuers and the Guarantors for use in connection with the offer
and sale of Notes in reliance upon Regulation S outside the United States to non-U.S. persons and, with respect
to Registered Notes only, within the United States in reliance upon Rule 144A to QIBs (as defined under ``Form
of the Notes'') or in transactions otherwise exempt from registration. Its use for any other purpose in the United
States is not authorised. It may not be copied or reproduced in whole or in part nor may it be distributed or any
of its contents disclosed to anyone other than the prospective investors to whom it is originally submitted.
Prospective purchasers of the Notes are hereby notified that the sellers of the Notes may be relying on the
exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
The Notes and the Guarantees have not been approved or disapproved by the U.S. Securities and Exchange
Commission (the ``SEC''), any State securities commission in the United States or any other U.S. regulatory
authority nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the
Notes or the accuracy or the adequacy of this Offering Circular. Any representation to the contrary is a criminal
offence in the United States.
Each purchaser or holder of Notes represented by a Rule 144A Global Note or any Notes issued in registered
form in exchange or substitution therefor (together the ``Legended Notes'') will be deemed, by its acceptance or
purchase of any such Legended Notes, to have made certain representations and agreements intended to
restrict the resale or other transfer of such Notes as set out in ``Subscription and Sale and Transfer and
Selling Restrictions''. Unless otherwise stated, terms used in this paragraph have the meanings given to them
in ``Form of the Notes''.
The information set out in the sections of this Offering Circular describing clearing arrangements is subject to
any change or reinterpretation of the rules, regulations and procedures of Euroclear, Clearstream, Luxembourg
and DTC, in each case as currently in effect. The information in such sections concerning these clearing systems
has been obtained from sources that the Issuers and the Guarantors believe to be reliable, but neither the
Issuers nor the Guarantors take any responsibility for the accuracy of such information. If you wish to use the
facilities of any of the clearing systems you should confirm the continued applicability of the rules, regulations
and procedures of the relevant clearing system. None of the Issuers or the Guarantors will be responsible or
liable for any aspect of the records relating to, or payments made on account of, book-entry interests held
through the facilities of any clearing system or for maintaining, supervising or reviewing any records relating
to such book-entry interests.
In connection with the issue and distribution of any Tranche of Notes, the Dealer (if any) disclosed as the
stabilising manager in the applicable Pricing Supplement or any person acting for it may over-allot or effect
transactions with a view to supporting the market price of the Notes of a Series (as defined below) of which
such Tranche forms part at a level higher than that which might otherwise prevail for a limited period.
However, there may be no obligation on such stabilising manager or any person acting for it to do so.
Such stabilising, if commenced, may be discontinued at any time, and must be brought to an end after a
limited period. All such transactions will be carried out in accordance with all applicable laws and
regulations.
iii


NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCE HAS BEEN
FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES (``RSA'') WITH THE STATE OF
NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS
LICENCED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE
OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA CHAPTER 421-B IS TRUE, COMPLETE
AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION
IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE OF NEW
HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED
OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR
CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATIONS
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with any resales or other transfers of Notes that are
``restricted securities'' within the meaning of the Securities Act, each of the Issuers and the Guarantors has
undertaken to furnish, upon the request of a holder of such Notes or any beneficial interest therein, to such
holder or beneficial owner or to the Trustee for delivery to such holder, beneficial owner or prospective
purchaser, in each case upon the request of such holder, beneficial owner, prospective purchaser or Trustee,
the information required to be delivered under Rule 144A(d)(4) under the Securities Act if, at the time of the
request, any of the Notes remain outstanding as ``restricted securities'' within the meaning of Rule 144(a)(3)
of the Securities Act and neither the relevant Issuer nor the relevant Guarantor(s) is either a reporting
company under Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the ``Exchange
Act'') or exempt from reporting pursuant to Rule 12g3-2(b) thereunder.
iv


INCORPORATION BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this Offering Circular:
(a)
the articles of association of each of the Issuers and the Guarantors;
(b)
the most recently published and any future published audited annual consolidated financial statements
and the most recently published and any future published unaudited consolidated interim financial
statements of Autostrade;
(c)
the most recently published and any future published audited annual non-consolidated financial
statements and the most recently published and any future published unaudited non-consolidated
interim financial statements of Autostrade;
(d)
the most recently published and any future published audited annual financial statements of Autostrade
Participations;
(e)
the most recently published and any future published audited annual financial statements of Autostrade
Italia;
(f)
all supplements or amendments to this Offering Circular circulated by the Issuers from time to time in
accordance with the provisions of the Dealer Agreement (as defined below); and
(g)
any applicable Pricing Supplement prepared in respect of any Notes issued under the Programme,
except that any statement modified herein or in a document which is deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purpose of this Offering Circular to the extent
that a statement contained in any subsequent document which is deemed to be incorporated by reference
herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise).
Each of the Issuers and the Guarantors will provide, at the specified offices of the Paying Agents, without
charge, upon the oral or written request of any such person, a copy of any or all of the documents
incorporated herein by reference (except for Pricing Supplements in respect of Notes that are not listed)
unless such documents have been modified or superseded as specified above. Written or oral requests for
such documents should be directed to the specified office of any Paying Agent or the specified office of the
listing agent in Luxembourg.
The Issuers and the Guarantors will, in connection with the listing of Luxembourg Listed Notes, so long as any
Luxembourg Listed Note remains outstanding and listed on such exchange, in the event of any material
adverse change in the financial condition of any of the Issuers or the Guarantors which is not reflected in
this Offering Circular, prepare a supplement to this Offering Circular or publish a new Offering Circular for
use in connection with any subsequent issue of Luxembourg Listed Notes. If the terms of the Programme
are modified or amended in a manner which would make this Offering Circular, as supplemented, materially
inaccurate or misleading, a new Offering Circular shall be prepared.
Each of the Issuers and the Guarantors has given an undertaking to the Dealers, inter alia, that if at any time
during the duration of the Programme there is a significant change affecting any matter contained in this
Offering Circular the inclusion of which would reasonably be required by investors and their professional
advisers and would reasonably be expected by them to be found in this Offering Circular, for the purpose of
making an informed assessment of the assets and liabilities, financial position, profits and losses and prospects
of any of the Issuers or the Guarantors, and the rights attaching to the Notes, the Issuers shall prepare an
amendment or supplement to this Offering Circular or publish a replacement Offering Circular for use in
connection with any subsequent offering of the Notes and shall supply to each Dealer such number of
copies of such supplement hereto as such Dealer may reasonably request.
v


FORWARD-LOOKING STATEMENTS
This Offering Circular includes forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical fact
included in this Offering Circular regarding the Group's business financial condition, results of operations
and certain of the Group's plans, objectives, assumptions, expectations or beliefs with respect to these items
and statements regarding other future events or prospects, are forward-looking statements. These statements
include, without limitation, those concerning: the Group's strategy and the Group's ability to achieve it;
expectations regarding revenues, profitability and growth; plans for the launch of new services; the Group's
possible or assumed future results of operations; research and development, capital expenditure and
investment plans; adequacy of capital; and financing plans. The words ``aim'', ``may'', ``will'', ``expect'',
``anticipate'', ``believe'', ``future'', ``continue'', ``help'', ``estimate'', ``plan'', ``intend'', ``should'', ``could'',
``would'', ``shall'' or the negative or other variations thereof as well as other statements regarding matters
that are not historical fact, are or may constitute forward-looking statements. In addition, this Offering
Circular includes forward-looking statements relating to the Group's potential exposure to various types of
market risks, such as foreign exchange rate risk, interest rate risks and other risks related to financial assets
and liabilities. These forward-looking statements have been based on the Group's management's current view
with respect to future events and financial performance. These views reflect the best judgment of the Group's
management but involve a number of risks and uncertainties which could cause actual results to differ
materially from those predicted in such forward-looking statements and from past results, performance or
achievements. Although the Group believes that the estimates reflected in the forward-looking statements
are reasonable, such estimates may prove to be incorrect. By their nature, forward-looking statements
involve risk and uncertainty because they relate to events and depend on circumstances that will occur in
the future. There are a number of factors that could cause actual results and developments to differ
materially from those expressed or implied by these forward-thinking statements. Prospective investors are
cautioned not to place undue reliance on these forward-looking statements. None of the Issuers, the
Guarantors or the Group undertakes any obligation to republish revised forward-looking statements to
reflect events or circumstances after the date hereof. Prospective purchasers are also urged carefully to
review and consider the various disclosures made by the Issuers, the Guarantors and the Group in this
Offering Circular which attempt to advise interested parties of the factors that affect the Issuers, the
Guarantors, the Group and their business, including the disclosures made under ``Risk Factors'',
``Management's Discussion and Analysis of Results of Operations and Financial Condition'' and ``Business
Description of the Group''.
Neither the Issuers nor the Guarantors intend to update or revise any forward-looking statements, whether as
a result of new information, future events or otherwise. All subsequent written or oral forward-looking
statements attributable to the Issuers or the Guarantors or persons acting on their behalf, are expressly
qualified in their entirety by the cautionary statements contained throughout this Offering Circular. As a
result of these risks, uncertainties and assumptions, investors should not place undue reliance on these
forward-looking statements as a prediction of actual results or otherwise.
ENFORCEMENT OF CERTAIN CIVIL LIABILITIES
Autostrade and Autostrade Italia are joint stock companies (Societa` per Azioni or S.p.A.) organised under the
laws of Italy, and Autostrade Participations is a public company limited by shares (socie´te´ anonyme)
incorporated under the laws of the Grand-Duchy of Luxembourg (``Luxembourg''). Their respective directors
and executive officers are and are expected to be non-residents of the United States, and all or a substantial
portion of their respective assets is or is expected to be located outside the United States. As a result,
investors may not be able to effect service of process on such persons or those companies within the United
States or to enforce against them or such companies in the U.S. courts judgments obtained in such courts,
whether or not any such judgment was based on the civil liability provisions of the U.S. federal or state
securities laws of the United States.
The Issuers and the Guarantors have been advised by their counsel that in original actions brought before
courts in the Republic of Italy (``Italy'' or the ``State'') or Luxembourg, as the case may be, there is doubt as
to the viability of causes of action based solely on the U.S. federal securities laws and that in original actions
Italian and Luxembourg courts not only apply Italian and Luxembourg rules of civil procedure but also apply
certain substantive provisions of Italian and Luxembourg law that are regarded as mandatory.
vi


INDUSTRY AND MARKET DATA
Information regarding markets, market size, market share, market position, growth rates and other industry
data pertaining to the Group's business contained in this Offering Circular consists of estimates based on data
reports compiled by professional organisations and analysts, on data from other external sources, and on the
Group's knowledge of its sales and markets. In many cases, there is no readily available external information
(whether from trade associations, government bodies or other organisations) to validate market-related
analyses and estimates, requiring the Group to rely on internally developed estimates. While the Group has
compiled, extracted and, to the best of its knowledge, correctly reproduced market or other industry data
from external sources, including third parties or industry or general publications, neither the Group nor the
initial purchasers have independently verified that data. The Group cannot assure investors of the accuracy
and completeness of, and takes no responsibility for, such data other than the responsibility for the correct
and accurate reproduction thereof. Similarly, while its internal estimates are reasonable, they have not been
verified by any independent sources and the Group cannot assure investors as to their accuracy.
EXCHANGE RATE INFORMATION
The following chart shows, for the period from 1 January 1999 through 24 May 2004, the average, high and
low noon buying rates in the City of New York for cable transfers of euro as certified for customs purposes by
the Federal Bank of New York expressed as U.S. dollars per euro (the ``noon buying rate''). The noon buying
rate on 24 May 2004, was $1.20 per euro. The euro did not exist as a currency prior to 1 January 1999.
Year
Low
High
Average(*)
Period End
(U.S. dollars per euro)
1999 . . . . . . . . . . . . . . . . . . . . . . . . .
1.01
1.18
1.06
1.01
2000 . . . . . . . . . . . . . . . . . . . . . . . . .
0.83
1.03
0.92
0.94
2001 . . . . . . . . . . . . . . . . . . . . . . . . .
0.84
0.95
0.90
0.89
2002 . . . . . . . . . . . . . . . . . . . . . . . . .
0.86
1.05
0.95
1.05
2003 . . . . . . . . . . . . . . . . . . . . . . . . .
1.04
1.26
1.13
1.26
2004 (through 24 May) . . . . . . . . . . . . . . .
1.18
1.29
1.23
1.20
*
The average of the noon buying rates in the City of New York for cable transfers of euro as certified for customs purposes by
the Federal Reserve Bank of New York on the last day of each month.
PRESENTATION OF FINANCIAL AND OTHER DATA
Unless otherwise indicated, references in this Offering Circular to ``euro'' or ``Euro'' or ``k'' are to the single
currency of the participating Member States in the Third Stage of European Economic and Monetary Union
pursuant to the Treaty establishing the European Community, as amended from time to time; references to
``ITL'', ``Lit.'', and ``Lire'' are to the former currency of Italy; references to ``LFR'' are to the former currency of
Luxembourg; and references to ``U.S. Dollar(s)'', ``Dollar(s)'' and ``$'' are to the currency of the United States.
The Group prepares its financial statements in euro.
The consolidated financial statements of the Group contained in this Offering Circular were derived from
those prepared for Italian legal and statutory purposes in accordance with the rules and regulations
governing the preparation of financial statements in Italy, as interpreted by, and integrated with, the
accounting principals established by the Consiglio Nazionale dei Dottori Commercialisti and the Consiglio
Nazionale dei Ragionieri, the Italian accounting profession (``Italian Accounting Principles''). Where Italian
Accounting Principles are silent, the Group applies International Financial Reporting Standards (``IFRS'', or
formerly ``IAS''). There are significant differences between Italian Accounting Principles and IFRS and
between Italian Accounting Principles and accounting principles generally accepted in the United States
(``U.S. GAAP''). Certain material differences between Italian Accounting Principles and U.S. GAAP as they
relate to the Group are discussed in ``Annex A -- Summary of Certain Significant Differences Between Italian
Accounting Principles and U.S. GAAP''.
The financial information included in this Offering Circular is not intended to comply with SEC reporting
requirements. Compliance with such requirements would require the presentation of U.S. GAAP financial
information (or the reconciliation of the Group's financial information to U.S. GAAP) and the modification or
exclusion of certain financial measures and the presentation of certain other information not included herein
or the exclusion of certain information presented herein.
vii


GENERAL DESCRIPTION OF THE PROGRAMME
Under the Programme, the Issuers may, from time to time, issue Notes denominated in any currency and with
any maturity, subject to the terms more fully set out herein. A summary of the terms and conditions of the
Programme and the Notes appears below. The applicable terms of any Notes will be agreed upon by and
between the relevant Issuer, the relevant Guarantor(s) and the relevant Dealer(s) prior to the issue of the
Notes and will be set out in the Terms and Conditions of the Notes endorsed on, or incorporated by
reference into, the Notes, as modified and supplemented by the applicable Pricing Supplement attached to,
or endorsed on, such Notes, as more fully described under ``Form of the Notes''.
This Offering Circular and any supplement will only be valid for listing Notes on the Luxembourg Stock
Exchange during the period of 12 months from the date of this Offering Circular in an aggregate nominal
amount of the Notes which, when added to the aggregate nominal amount then outstanding of all Notes
previously or simultaneously issued under the Programme, does not exceed k10 billion or its equivalent in
other currencies. For the purpose of calculating the euro equivalent of the aggregate nominal amount of
Notes issued under the Programme from time to time:
(a)
the euro equivalent of Notes denominated in another Specified Currency (as specified in the applicable
Pricing Supplement in relation to the relevant Notes) shall be determined, at the discretion of the
relevant Issuer, either as of the date on which agreement is reached for the issue of Notes or on the
first preceding day on which commercial banks and foreign exchange markets are open for business in
London, in each case on the basis of the spot rate for the sale of euro against the purchase of such
Specified Currency in a foreign exchange market quoted by any leading international bank selected by
the relevant Issuer on the relevant day of calculation;
(b)
the euro equivalent of Partly Paid Notes and Amortising Notes (each as specified in the applicable
Pricing Supplement in relation to the relevant Notes) shall be calculated in the manner specified above
by reference to the original nominal amount on issue of such Notes (in the case of Partly Paid Notes
regardless of the subscription price paid); and
(c)
the euro equivalent of other Notes issued at a discount or premium shall be calculated in the manner
specified above by reference to the net proceeds received by the relevant Issuer for the relevant issue.
viii


Document Outline