Obligation Snamprogetti 5.25% ( XS0829190585 ) en EUR

Société émettrice Snamprogetti
Prix sur le marché 100 %  ▲ 
Pays  Italie
Code ISIN  XS0829190585 ( en EUR )
Coupon 5.25% par an ( paiement annuel )
Echéance 18/09/2022 - Obligation échue



Prospectus brochure de l'obligation Snam S.p.A XS0829190585 en EUR 5.25%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 1 000 000 000 EUR
Description détaillée Snam S.p.A. est une société italienne d'énergie opérant dans le transport et le stockage de gaz naturel, ainsi que dans les énergies renouvelables.

L'obligation référencée par le code ISIN XS0829190585, émise par Snam S.p.A, une entreprise italienne majeure dans le secteur des infrastructures énergétiques et du transport de gaz naturel, est arrivée à maturité et a été intégralement remboursée le 18 septembre 2022. Cette émission obligataire, d'un montant nominal total de 1 000 000 000 EUR et dont le pays d'émission est l'Italie, présentait un taux d'intérêt fixe de 5,25%, payable annuellement, et était cotée à 100% de son prix sur le marché au moment de son échéance. La taille minimale à l'achat, fixée à 100 000 EUR, la destinait principalement aux investisseurs institutionnels ou qualifiés.









Snam S.p.A.
(incorporated with limited liability in the Republic of Italy)
11,000,000,000 Euro Medium Term Note Programme
Under this 11,000,000,000 Euro Medium Term Note Programme (the "Programme"), Snam S.p.A. (the "Issuer" or "Snam") may from time to time issue notes (the
"Notes") denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below).
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed 11,000,000,000 (or its equivalent in other
currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the Programme" and any additional Dealer appointed under
the Programme from time to time by the Issuer (each a "Dealer" and together the "Dealers"), which appointment may be for a specific issue or on an ongoing basis.
References in this Base Prospectus to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all
Dealers agreeing to subscribe such Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors".
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under the Luxembourg Act dated
16 July 2019 on prospectuses for securities (the "Prospectus Act 2019") to approve this document as a base prospectus. The CSSF assumes no responsibility for the
economic and financial soundness of the transactions contemplated by this Base Prospectus or the quality or solvency of the Issuer in accordance with Article 6(4) of the
Prospectus Act 2019 and only approves this Base Prospectus as meeting the standards of completeness, comprensibility and consistency imposed by Regulation (EU)
2017/1129 (the "Prospectus Regulation"). Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to
trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange during the period of 12 months
after the date hereof.
References in this Base Prospectus to Notes being "listed" (and all related references) shall mean that such Notes have been 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 Luxembourg Stock Exchange's regulated market is a
regulated market for the purposes of the Markets in Financial Instruments Directive, as amended (Directive 2014/65/EU) (the "MiFID II").
The requirement to publish a prospectus under the Prospectus Regulation only applies to Notes which are to be admitted to trading on a regulated market in the European
Economic Area or in the United Kingdom and/or offered to the public in the European Economic Area or in the United Kingdom other than in circumstances where an
exemption is available under Article 1(4) of the Prospectus Regulation.
This Base Prospectus has been approved by the CSSF, as competent authority under the Prospectus Regulation. The CSSF only approves this Base Prospectus as meeting
the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of
either the Issuer or the quality of the Notes that are the subject of this Base Prospectus and investors should make their own assessment as to the suitability of investing
in the Notes.
This Base Prospectus shall be valid for admission to trading of Notes on a regulated market for the purposes of MiFID II for 12 months after the approval by the CSSF
and shall expire on 9 November 2021, provided that it is completed by any supplement, pursuant to Article 23 of the Prospectus Regulation, following the occurrence of
a significant new factor, a material mistake or a material inaccuracy relating to the information included (including incorporated by reference) in this Base Prospectus
which may affect the assessment of the Notes. After such date, the Base Prospectus will expire and the obligation to supplement this Base Prospectus in the event of
significant new factors, material mistakes or material inaccuracies will no longer apply.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable
to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set out in a final terms document (the "Final Terms") which, with respect to
Notes to be listed, will be filed with the CSSF. Copies of Final Terms in relation to Notes to be listed on the Official List of the Luxembourg Stock Exchange will also
be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed
between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market.
The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a supplement
to the Base Prospectus, a new Base Prospectus or a drawdown prospectus, in the case of listed Notes only, if appropriate, will be made available which will describe the
effect of the agreement reached in relation to such Notes.
The rating of certain Series of Notes to be issued under the Programme may be specified in the applicable Final Terms. Whether or not each credit rating applied for in
relation to relevant Series of Notes will be issued by a credit rating agency established in the European Union (the "EU") or the United Kindgom (the "UK") and registered
under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"), and included in the list of credit rating agencies published by the European Securities and
Markets Authority ("ESMA") on its website (at https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation, will be
disclosed in the Final Terms. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any
time by the assigning rating agency. Please also refer to "Risks related to the market generally" in the section of this Base Prospectus.
Amounts payable under the Notes may be calculated by reference to either EURIBOR, LIBOR, CMS Rate, Constant Maturity BTP Rate or such other Inflation Index as
specified in the relevant Final Terms. As at the date of this Base Prospectus, the administrator of LIBOR, CMS Rate, EURIBOR and Constant Maturity BTP Rate are





included on the register of administrators and benchmarks established and maintained by the ESMA pursuant to article 36 of Regulation (EU) no. 2016/1011 (the
"Benchmarks Regulation"). Amounts payable on Inflation Linked Notes will be calculated by reference to CPI-ITL or HICP (each as defined below). As at the date of
this Base Prospectus, the administrators of CPI-ITL and HICP are not included in ESMA's register of administrators under Article 36 of the Benchmarks Regulation. As
far as the Issuer is aware, the relevant Index Sponsor (as defined below) of CPI-ITL and HICP are not required to be registered for the purposes of the Benchmarks
Regulation by virtue of Article 2 of that Regulation.

Arranger
BNP PARIBAS

Dealers
Banco Bilbao Vizcaya Argentaria, S.A.
Barclays
BNP PARIBAS
BofA Securities
Citigroup
Crédit Agricole CIB
Goldman Sachs International
HSBC
IMI ­ Intesa Sanpaolo
ING
J.P. Morgan
Mediobanca
Mizuho Securities
Morgan Stanley
MUFG
NatWest Markets
SMBC Nikko
Société Générale Corporate & Investment Banking
UniCredit Bank

The date of this Base Prospectus is 9 November 2020.


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This Base Prospectus comprises a base prospectus in respect of all Notes issued under the Programme
for the purposes of Article 8 of the Prospectus Regulation.
The Issuer (the "Responsible Person") accepts responsibility for the information contained in this Base
Prospectus and the Final Terms for each Tranche of Notes issued under the Programme. To the best of
the knowledge of the Issuer the information contained in this Base Prospectus is in accordance with the
facts and does not omit anything likely to affect the import of such information.
Copies of Final Terms will be available from the registered office of the Issuer and the specified office
set out below of each of the Paying Agents (as defined below).
This Base Prospectus is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference"). This Base Prospectus
shall be read and construed on the basis that such documents are incorporated by reference and form
part of this Base Prospectus.
The Dealers have not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability
is accepted by the Dealers as to the accuracy or completeness of the information contained or
incorporated by reference in this Base Prospectus or any other information provided by the Issuer in
connection with the Programme. No Dealer accepts any liability in relation to the information contained
or incorporated by reference in this Base Prospectus or any other information provided by the Issuer in
connection with the Programme.
This Base Prospectus contains industry and customer related data as well as calculations taken from
industry reports, market research reports, publicly available information and commercial publications.
It is hereby confirmed that (a) to the extent that information reproduced herein derives from a third
party, such information has been accurately reproduced and (b) insofar as the Issuer is aware and is
able to ascertain from information derived from a third party, no facts have been omitted which would
render the information reproduced inaccurate or misleading.
No person is or has been authorised by the Issuer or any Dealer to give any information or to make any
representation not contained in or not consistent with this Base Prospectus or any other information
supplied in connection with the Programme or the Notes and, if given or made, such information or
representation must not be relied upon as having been authorised by the Issuer or any of the Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or
any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) 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 or
any of the Dealers to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuer is correct at any time
subsequent to the date hereof or that any other information supplied in connection with the Programme
is correct as of any time subsequent to the date indicated in the document containing the same. The
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Dealers expressly do not undertake to review the financial condition or affairs of the Issuer during the
life of the Programme or to advise any investor in the Notes of any information coming to their attention.
SINGAPORE SFA PRODUCT CLASSIFICATION: In connection with Section 309B of the Securities
and Futures Act (Chapter 289) of Singapore (as amended, the "SFA") and the Securities and Futures
(Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), unless
otherwise specified before an offer of Notes, the Issuer has determined, and hereby notifies all relevant
persons (as defined in Section 309A(1) of the SFA), that the Notes are `prescribed capital markets
products' (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in
the Monetary Authority od Singapore (the "MAS") Notice SFA 04-N12: Notice on the Sale of Investment
Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
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 (the "EEA") or in the United Kingdom ("UK"). 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; (ii) a customer within the meaning of Directive (EU) 2016/97, where
that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID
II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently no key
information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in
the EEA or in the UK has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs
Regulation.
MiFID II product governance / target market ­ 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 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.
A determination will be made in relation to each issue about whether, for the purpose of the 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 Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose
of the MiFID Product Governance Rules.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended, (the "Securities Act") and are subject to U.S. tax law requirements. Subject to certain
exceptions, Notes may not be offered, sold or delivered within the United States or to, or for the account
or benefit of, U.S. persons (see "Subscription and Sale").
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 the offer or sale of Notes may be restricted by
law in certain jurisdictions. 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
4




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 Notes may come must inform
themselves about, and observe, any such restrictions on the distribution of this Base Prospectus and the
offering and sale of Notes. In particular, there are restrictions on the distribution of this Base Prospectus
and the offer or sale of Notes in the United States, the European Economic Area (including the United
Kingdom (the "UK"), the Republic of Italy (Italy), Belgium and France), Singapore and Japan, see
"Subscription and Sale".
This Base Prospectus has been prepared on the basis that any offer of Notes in any Member State of the
European Economic Area (each, a "Member State") or the UK will be made pursuant to an exemption
under the Prospectus Regulation from the requirement to publish a prospectus for offers of Notes.
Accordingly any person making or intending to make an offer in that Member State or the UK of Notes
which are the subject of an offering contemplated in this Base Prospectus as completed by Final Terms
in relation to the offer of those Notes may only do so in circumstances in which no obligation arises for
the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or
supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation
to such offer. Neither the Issuer nor any Dealer have authorised, nor do they authorise, the making of
any offer of Notes in circumstances in which an obligation arises for the Issuer or any Dealer to publish
or supplement a prospectus for such offer.
One or more independent credit rating agencies may assign credit ratings to the Issuer or the Notes. In
general, European and UK regulated investors are restricted under the CRA Regulation from using
credit ratings for regulatory purposes, unless such ratings are issued by a credit rating agency
established in the EU or the UK and registered under the CRA Regulation (and such registration has
not been withdrawn or suspended), subject to transitional provisions that apply in certain
circumstances. Such general restriction will also apply in the case of credit ratings issued by non-EU or
non-UK credit rating agencies, unless the relevant credit ratings are endorsed by an EU or UK registered
credit rating agency or the relevant non-EU (or non-UK) rating agency is certified in accordance with
the CRA Regulation (and such endorsement action or certification, as the case may be, has not been
withdrawn or suspended, subject to transitional provisions that apply in certain circumstances). The list
of registered and certified rating agencies published by the ESMA on its website in accordance with the
CRA Regulation is not conclusive evidence of the status of the relevant rating agency included in such
list, as there may be delays between certain supervisory measures being taken against a relevant rating
agency and the publication of the updated ESMA list. If the status of the rating agency rating the Notes
changes, European and UK regulated investors may no longer be able to use the rating for regulatory
purposes and the Notes may have a different regulatory treatment. This may result in European and
UK regulated investors selling the Notes which may have an impact on the value of the Notes. Certain
information with respect to the credit rating agencies and ratings is set out on the cover of this Base
Prospectus. See also "Risk Factors ­ Risks relating to the market ­ Credit ratings assigned to the Issuer or
any Notes may not reflect all the risks associated with an investment in those Notes".
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must
determine the suitability of that investment in light of its own circumstances. In particular, each
5




potential investor may wish to consider, either on its own or with the help of its financial and other
professional advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained or incorporated by reference
in this Base Prospectus or any applicable supplement;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on
its overall investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including Notes with principal or interest payable in one or more currencies, or where the
currency for principal or interest payments is different from the potential investor's currency;
(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of any relevant
indices and financial markets; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that may affect
its investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of certain
investors are subject to legal investment laws and regulations, or review or regulation by certain
authorities. Each potential investor should consult its legal advisers to determine whether and to what
extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of
borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions
should consult their legal advisers or the appropriate regulators to determine the appropriate treatment
of Notes under any applicable risk-based capital or similar rules.
The Final Terms relating to any specific Tranche of Notes may provide that it will be the Issuer's
intention to apply the proceeds from an offer of those Notes specifically to projects and activities that
promote climate-friendly and other environmental purposes. Prospective investors should determine for
themselves the relevance of such information for the purpose of any investment in such Notes together
with any other investigation such investor deems necessary. Furthermore, no assurance or
representation is given as to the suitability or reliability for any purpose whatsoever of any opinion or
certification of any third party (whether or not solicited by the Issuer) which may or may not be made
available in connection with the issue of any Notes and in particular with any Eligible Projects (as
defined in the section "Use of Proceeds") to fulfil any environmental, sustainability, social and/or other
criteria. For the avoidance of doubt, any such opinion or certification is not, nor shall be deemed to be,
incorporated in and/or form part of this Base Prospectus. Any such opinion or certification is not, nor
should be deemed to be, a recommendation by the Issuer or any other person to buy, sell or hold any
such Notes. Any such opinion or certification is only current as of the date that opinion was initially
issued. Prospective investors must determine for themselves the relevance of any such opinion or
certification and/or the information contained therein and/or the provider of such opinion or
certification for the purpose of any investment in such Notes. Currently, the providers of such opinions
and certifications are not subject to any specific regulatory or other regime or oversight.
In the event that any such Notes are listed or admitted to trading on any dedicated "green",
"environmental", "sustainable" or other equivalently-labelled segment of any stock exchange or
securities market (whether or not regulated), no representation or assurance is given by the Issuer or
any other person that such listing or admission satisfies, whether in whole or in part, any present or
6




future investor expectations or requirements as regards any investment criteria or guidelines with which
such investor or its investments are required to comply, whether by any present or future applicable
law or regulations or by its own by-laws or other governing rules or investment portfolio mandates, in
particular with regard to any direct or indirect environmental, sustainability or social impact of any
projects or uses, the subject of or related to, any Eligible Projects. Furthermore, it should be noted that
the criteria for any such listings or admission to trading may vary from one stock exchange or securities
market to another. Nor is any representation or assurance given or made by the Issuer or any other
person that any such listing or admission to trading will be obtained in respect of any such Notes or, if
obtained, that any such listing or admission to trading will be maintained during the life of the Notes.
While it is the intention of the Issuer to apply the proceeds of any Notes so specified to Eligible Projects
in, or substantially in, the manner described in the Final Terms relating to any specific Tranche of Notes,
there can be no assurance that the relevant project(s) or use(s) the subject of, or related to, any Eligible
Projects will be capable of being implemented in or substantially in such manner and/or in accordance
with any timing schedule and that accordingly such proceeds will be totally or partially disbursed for
the specified Eligible Projects. Nor can there be any assurance that such Eligible Projects will be
completed within any specified period or at all or with the results or outcome (whether or not related to
the environment) as originally expected or anticipated by the Issuer.
Any such event or failure by the Issuer will not constitute an Event of Default under the Notes. Any such
event or failure to apply the proceeds of any issue of Notes for any Eligible Projects as aforesaid and/or
withdrawal of any such opinion or certification or any such opinion or certification attesting that the
Issuer is not complying in whole or in part with any matters for which such opinion or certification is
opining or certifying on and/or any such Notes no longer being listed or admitted to trading on any stock
exchange or securities market as aforesaid may have a material adverse effect on the value of such Notes
and also potentially the value of any other Notes which are intended to finance Eligible Projects and/or
result in adverse consequences for certain investors with portfolio mandates to invest in securities to be
used for a particular purpose.
No Dealer makes any representation as to the suitability of the Notes to fulfil environmental and
sustainability criteria required by prospective investors. The Dealers have not undertaken to monitor,
nor are responsible for the monitoring of, the use of proceeds. See "Risk Factors ­ Risks related to the
structure of a particular issue of Notes which may be issued under the Programme ­ In respect of any Notes
issued as `Climate Action Bonds' or `Transition Bonds', there can be no assurance that such use of proceeds
will be suitable for the investment criteria of an investor".
All references in this document to euro and refer to the currency introduced at the start of the third
stage of European economic and monetary union pursuant to the Treaty on the functioning of the EU,
as amended and all references to U.S. dollars, U.S.$ and $ refer to United States dollars.
This Base Prospectus and, in the case of Notes admitted to trading on the regulated market of the
Luxembourg Stock Exchange, the Final Terms will also be published on the website of the Luxembourg
Stock Exchange (www.bourse.lu).
Any websites included in this Base Prospectus are for information purposes only and do not form part
of the Base Prospectus unless specifically incorporated by reference.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in the applicable
Final Terms may overallot Notes or effect transactions with a view to supporting the market price of the
Notes at a level higher than that which might otherwise prevail. However, stabilisation may not
7




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 overallotment must be conducted by the relevant Stabilisation Manager(s) (or persons acting
on behalf of any Stabilisation Manager(s)) in accordance with all applicable laws and rules.



8





TABLE OF CONTENTS

OVERVIEW OF THE PROGRAMME ...................................................................................................... 10
RISK FACTORS ........................................................................................................................................... 15
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................. 35
FORM OF THE NOTES .............................................................................................................................. 38
APPLICABLE FINAL TERMS ................................................................................................................... 40
TERMS AND CONDITIONS OF THE NOTES ........................................................................................ 57
USE OF PROCEEDS .................................................................................................................................... 92
DESCRIPTION OF THE ISSUER .............................................................................................................. 94
GLOSSARY OF TERMS AND LEGISLATION RELATING TO THE ISSUER ............................... 150
REGULATORY AND LEGISLATIVE FRAMEWORK ........................................................................ 153
REGULATORY - TARIFFS OF INTERNATIONAL ACTIVITIES .................................................... 174
TAXATION.................................................................................................................................................. 177
SUBSCRIPTION AND SALE .................................................................................................................... 189
GENERAL INFORMATION ..................................................................................................................... 194
ANNEX 1 FURTHER INFORMATION RELATED TO INFLATION LINKED NOTES ................. 197


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OVERVIEW OF THE PROGRAMME
The following overview does not purport to be complete and is taken from, and is qualified in its entirety by,
the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular Tranche
of Notes, the applicable Final Terms. The Issuer and any relevant Dealer may agree that Notes shall be issued
in a form other than that contemplated in the Terms and Conditions, in which event, a new Base Prospectus,
a drawdown prospectus or a supplement to the Base Prospectus, if appropriate, in the case of listed Notes
only, will be made available which will describe the effect of the agreement reached in relation to such Notes.
This Overview constitutes a general description of the Programme for the purposes of Article 25 of
Commission Delegated Regulation (EU) No. 2019/980 (the "Prospectus Commission Delegated
Regulation") supplementing the Prospectus Regulation.
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" shall have
the same meanings in this overview.
Issuer:
Snam S.p.A.
Issuer Legal Entity Identifier
8156002278562044AF79
(LEI)
Risk Factors
There are certain factors that may affect the Issuer's ability to fulfil its
obligations under Notes issued under the Programme. These are set out
under "Risk Factors" and include, amongst others, risks relating to the
effect of changes in tariff levels and risks of changes in regulation and
legislation. In addition, there are certain factors which are material for
the purpose of assessing the market risks associated with Notes issued
under the Programme. These are set out under "Risk Factors" and
include certain risks relating to the structure of particular Series of Notes
and certain market risks.
Description
Euro Medium Term Note Programme
Arranger
BNP Paribas
Dealers
Banco Bilbao Vizcaya Argentaria, S.A.

Barclays Bank Ireland PLC

Barclays Bank PLC

BofA Securities Europe SA

BNP Paribas

Citigroup Global Markets Europe AG

Citigroup Global Markets Limited

Crédit Agricole Corporate and Investment Bank

Goldman Sachs International

HSBC France
10



Document Outline