Obligation Mediocredito 1.5% ( XS1385393696 ) en EUR

Mediocredito

100 % ▼

Italie

XS1385393696 ( en EUR )

1.5% par an ( paiement annuel )

20/06/2021 - Obligation échue

Prospectus brochure de l'obligation Mediobanca - Banca di Credito Finanziario S.p.A XS1385393696 en EUR 1.5%, échue

100 000 EUR

30 000 000 EUR

Mediobanca est une banque d'investissement italienne offrant des services de banque d'investissement, de gestion d'actifs et de banque privée à une clientèle internationale, principalement concentrée en Italie et en Europe.

L'Obligation émise par Mediocredito ( Italie ) , en EUR, avec le code ISIN XS1385393696, paye un coupon de 1.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 20/06/2021

BASE PROSPECTUS
Dated: 11 December 2015
MEDIOBANCA - Banca di Credito Finanziario S.p.A.
(incorporated with limited liability in the Republic of Italy)
MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.
(incorporated with limited liability in Luxembourg)
Euro 40,000,000,000
Euro Medium Term Note Programme
guaranteed in the case of Notes issued by Mediobanca International (Luxembourg) S.A.
by
MEDIOBANCA - Banca di Credito Finanziario S.p.A.

Under the Euro 40,000,000,000 Euro Medium Term Note Programme (the "Programme") described
in this Base Prospectus (as defined below), each of Mediobanca - Banca di Credito Finanziario S.p.A.
("Mediobanca") and Mediobanca International (Luxembourg) S.A. ("Mediobanca International")
(each an "Issuer" and together the "Issuers") may from time to time issue unsubordinated notes
("Senior Notes") and Mediobanca may from time to time issue subordinated notes ("Subordinated
Notes" and, together with the Senior Notes, the "Notes"), subject in each case to compliance with all
relevant laws, regulations and directives. The payment of all amounts due in respect of any Senior
Notes issued by Mediobanca International will be unconditionally and irrevocably guaranteed by
Mediobanca (in such capacity, the "Guarantor") under a deed of guarantee and subject to the
limitations thereof executed by the Guarantor and dated 11 December 2015 (the "Deed of
Guarantee") (see "Summary of the Programme Section B.18 Guarantee" on page 17 and "General
Description of the Euro 40,000,000,000 Euro Medium Term Note Programme Status of the
Guarantee" on page 35). Notes issued under the Programme will have denominations of not less than
Euro 1,000 (or, where the Notes are denominated in a currency other than euro, the equivalent amount
in such other currency).
An investment in Notes issued under the Programme involves certain risks. For a discussion of
these risks, see "Risk Factors" beginning on page 47.
This Base Prospectus has been approved by the Central Bank of Ireland (the "Central Bank") as
competent authority under the Directive 2003/71/EC as amended (the "Prospectus Directive"), the
Central Bank only approves this Base Prospectus as meeting the requirements imposed under Irish and
EU law pursuant to the Prospectus Directive and such approval relates only to the Notes which are to
be admitted to trading on a regulated market for the purposes of Directive 2004/39/EC and/or which
are to be offered to the public in any Member State of the European Economic Area. Application will
1

be made to the Irish Stock Exchange for Notes issued under the Programme during the period of 12
months after the date hereof to be admitted to the official list (the "Official List") and to trading on its
regulated market (the "Main Securities Market"). The Main Securities Market is a regulated market
for the purpose of Directive 2004/39/EC, as amended.
The Programme provides that Notes may be listed or admitted to trading (as the case may be) on such
other or further stock exchange(s) or market(s) as may be agreed between the relevant Issuer, the
Guarantor (where applicable) and the relevant Dealer (as defined in "Plan of Distribution").
Unlisted Notes or Notes not admitted to trading on any market may also be issued. This Base
Prospectus comprises two base prospectuses (one for each Issuer, each of which referred to herein as
the "Base Prospectus") for the purposes of the Prospectus Directive.
The Central Bank may, at the request of the relevant Issuer, send to the competent authority of another
European Economic Area Member State (i) a copy of this Base Prospectus; (ii) a certificate of
approval pursuant to Article 18 of the Prospectus Directive attesting that this Base Prospectus has
been drawn up in accordance with the Prospectus Directive (an "Certificate of Approval"); and (iii) if
so required by such competent authority, a translation of the summary set out on pages from 9 to 34 of
this Base Prospectus.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue
price of Notes and any other terms and conditions not contained herein which are applicable to each
Tranche (as defined below) of Notes will be set out, in the final terms (the "Final Terms") which, with
respect to Notes to be listed on the Official List of the Irish Stock Exchange, will be delivered to the
Irish Stock Exchange.
For the terms and conditions of the Senior Notes to be issued under the Programme see "Terms and
Conditions of the Senior Notes" below (the "Senior Notes Conditions") and for the terms and
conditions of the Subordinated Notes to be issued under the Programme see "Terms and Conditions of
the Subordinated Notes" below (the "Subordinated Notes Conditions" and, together with the Senior
Notes Conditions, the "Terms and Conditions of the Notes" or the "Conditions").
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act"), or any state securities laws, and may not be offered or sold within the United
States or to, or for the account or benefit of, any U.S. person (as defined in Regulation S under the
Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. The Notes will be offered and sold in offshore
transactions outside the United States in reliance on Regulation S under the Securities Act. The Notes
will be in bearer form and as such are subject to certain U.S. tax law requirements.
Arranger of the Programme
MEDIOBANCA - Banca di Credito Finanziario S.p.A.
2

Dealers
BANCA ALETTI & C.

BANCA IMI

BARCLAYS

BNP PARIBAS

CREDIT SUISSE

J.P. MORGAN

MEDIOBANCA - Banca di Credito Finanziario S.p.A.

MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.

SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING

THE ROYAL BANK OF SCOTLAND

UNICREDIT BANK

3

IMPORTANT NOTICES
This document constitutes a Base Prospectus for each Issuer for the purposes of Article 5.4 of the
Prospectus Directive.
Each of the Issuers and the Guarantor accepts responsibility for the information contained in this
document and, to the best of the knowledge of each of the Issuers and the Guarantor (which have taken
all reasonable care to ensure that such is the case), the information contained in this document is in
accordance with the facts and does not omit anything likely to affect the import of such information.
Each of the Issuers and the Guarantor, having made all reasonable enquiries confirms that (i) this
Base Prospectus contains all information with respect to the Issuers, the Guarantor, the Guarantor and
its subsidiaries taken as a whole (the "Group" or the "Mediobanca Group"), the Notes, and the deed
of guarantee executed by the Guarantor and dated 11 December 2015 with respect to Senior Notes
issued by Mediobanca International (the "Deed of Guarantee") which is material in the context of the
issue and offering of Notes, (ii) the statements contained in this Base Prospectus relating to the Issuers,
the Guarantor and the Group are in every material respect true and accurate and not misleading, the
opinions and intentions expressed in this Base Prospectus with regard to the Issuers, the Guarantor
and the Group are honestly held, have been reached after considering all relevant circumstances and
are based on reasonable assumptions, (iii) there are no other facts in relation to the Issuers, the
Guarantor, the Group, the Notes or the Deed of Guarantee the omission of which would, in the context
of the issue and offering of Notes, make any statement in this Base Prospectus misleading in any
material respect and (iv) all reasonable enquiries have been made by the Issuers and the Guarantor to
ascertain such facts and to verify the accuracy of all such information and statements.
The language of this Base Prospectus is in English. Any foreign language text that is included with or
within this Base Prospectus has been included for convenience purposes only and does not form part of
this Base Prospectus.
This Base Prospectus should be read and construed with any supplement hereto and with any other
documents incorporated by reference herein and, in relation to any Tranche of Notes, should be read
and construed together with the relevant Final Terms.
No person has been authorised to give any information or to make any representation other than those
contained in this Base Prospectus in connection with the issue or sale of Notes and, if given or made,
such information or representation must not be relied upon as having been authorised by either of the
Issuers, the Guarantor or any of the Dealers. Neither the delivery of this Base Prospectus or any Final
Terms nor any sale made in connection herewith shall, under any circumstances, create any
implication that there has been no change in the affairs of either Issuer or the Guarantor since the date
hereof or the date upon which this document has been most recently supplemented or that there has
been no adverse change in the financial position of either Issuer or the Guarantor since the date hereof
or the date upon which this document has been most recently supplemented or that any other
information supplied in connection with the Programme is correct as of any time subsequent to the
date on which it is supplied or, if different, the date indicated in the document containing the same.
Purchases of Notes may be made through a duly appointed Dealer of the relevant Issuer. The relevant
Issuer may also offer and sell Notes directly to investors without the involvement of any Dealer.
4

The Issuers and the Guarantor will enter into a Dealer Agreement with the Dealers in connection with
the issue of Notes for the purpose of the distribution of the Notes to prospective investors. Pursuant to
the terms of the Dealer Agreement, the relevant Issuer(s) may appoint one or more Dealer(s) under the
Programme to subscribe or procure subscribers for all or part of the Notes of the relevant Series. See
the section on "Plan of Distribution" in this Base Prospectus for further details. This Base Prospectus
does not constitute an offer of, or an invitation by or on behalf of either the Issuer, the Guarantor or
any of the Dealers to subscribe for, or purchase, any Notes.
The distribution of this Base Prospectus and the offering or sale of Notes in certain jurisdictions may
be restricted by law. The Issuers 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. No Notes
may be offered or sold, directly or indirectly, to the public, 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, 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, the Notes have not been and will not be registered under the Securities Act and
are subject to U.S. tax law requirements.
This Base Prospectus has been prepared by the Issuers and the Guarantor for use in connection with
the offer and sale of Notes in reliance upon Regulation S of the Securities Act outside the United States
to non-U.S. persons 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.
The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission,
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 Base Prospectus. Any representation to the contrary is a criminal
offence in the United States.
For a description of additional 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 and
Italy) and other jurisdictions, see "Plan of Distribution".
The Dealers and PricewaterhouseCoopers, as auditor to Mediobanca International, have not
separately verified the information contained in this Base Prospectus. None of the Dealers makes any
representation express or implied, or accepts any responsibility, with respect to the accuracy or
completeness of any of the information in this Base Prospectus. Neither this Base Prospectus nor any
financial statements are intended to provide the basis of any credit or other evaluation and should not
be considered as a recommendation by either of the Issuers, the Guarantor or any of the Dealers that
any recipient of this Base Prospectus or any financial statements should purchase any Notes.
Each potential purchaser of Notes should determine for itself the relevance of the information
contained in this Base Prospectus and its purchase of Notes should be based upon such investigation
5

as it deems necessary. None of the Dealers undertakes to review the financial condition or affairs of
the Issuers or the Guarantor during the life of the arrangements contemplated by this Base Prospectus
nor to advise any investor or potential investor in the Notes of any information coming to the attention
of any of the Dealers.
6

STABILISATION
In connection with the issue of any Tranche of Notes under the Programme, the Dealer or Dealers (if
any) named as the stabilising manager(s) (or persons acting on behalf of any Stabilising Manager(s)
(the "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, there is no assurance that the Stabilising Manager(s) (or persons
acting on behalf of a Stabilising Manager) will undertake stabilisation action. 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 be ended 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 persons acting on behalf of a Stabilising
Manager) in accordance with all applicable laws and rules.
*****
Notes may be issued on a continuous basis in series (each a "Series") having one or more issue dates
and on terms otherwise identical (or identical other than in respect of the first payment of interest), the
Notes of each Series being intended to be interchangeable with all other Notes of that Series. Each
Series may be issued in tranches (each a "Tranche") on different issue dates. The specific terms of
each Tranche (which, save in respect of the issue date, issue price, first payment of interest and
principal amount of the Tranche, will be identical to the terms of other Tranches of the same Series)
will be set forth in the relevant Final Terms, the form of which is set out in "Form of Final Terms"
below.
The maximum aggregate principal amount of Notes outstanding at any one time under the Programme
will not exceed Euro 40,000,000,000 (and for this purpose, any Notes denominated in another currency
shall be translated into Euro at the date of the agreement to issue such Notes calculated in accordance
with the provisions of the Dealer Agreement, as defined under "Plan of Distribution"). 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.
In this Base Prospectus, unless otherwise specified or the context otherwise requires: references to
"Member State" are references to Member States of the European Economic Area, references to"$",
"U.S.$", "USD" and "US Dollars" are to the lawful currency of the United States of America;
references to "Euro" 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; references to "£" "GBP" and "Pounds Sterling" are to the lawful currency
of the United Kingdom; and references to "Yen" are to the lawful currency of Japan.
7

CONTENTS
SUMMARY OF THE PROGRAMME .................................................................................................... 9
GENERAL DESCRIPTION OF THE EURO 40,000,000,000 EURO MEDIUM TERM NOTE
PROGRAMME ...................................................................................................................................... 36
RISK FACTORS .................................................................................................................................... 47
DOCUMENTS INCORPORATED BY REFERENCE ......................................................................... 76
SUPPLEMENTS AND FURTHER PROSPECTUSES ......................................................................... 79
FORMS OF THE NOTES ...................................................................................................................... 80
TERMS AND CONDITIONS OF THE SENIOR NOTES .................................................................... 85
TERMS AND CONDITIONS OF THE SUBORDINATED NOTES ................................................. 118
PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM .................................... 151
USE OF PROCEEDS ........................................................................................................................... 155
INFORMATION ON MEDIOBANCA - BANCA DI CREDITO FINANZIARIO S.P.A. ................. 156
FINANCIAL INFORMATION OF MEDIOBANCA BANCA DI CREDITO FINANZIARIO S.P.A.
.............................................................................................................................................................. 175
INFORMATION ON MEDIOBANCA INTERNATIONAL (LUXEMBOURG) S.A. ...................... 176
FINANCIAL INFORMATION OF MEDIOBANCA INTERNATIONAL (LUXEMBOURG) S.A. 180
PLAN OF DISTRIBUTION ................................................................................................................. 181
FORM OF FINAL TERMS .................................................................................................................. 187
TAXATION ......................................................................................................................................... 231
GENERAL INFORMATION .............................................................................................................. 251
8

SUMMARY OF THE PROGRAMME
Summaries are made up of disclosure requirements known as "Elements". These elements are
numbered in Sections A E (A.1 E.7).
This summary contains all the Elements required to be included in a summary for this type of notes and
Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering
sequence of the Elements.
Even though an Element may be required to be inserted in the summary due to the type of notes and
Issuer, it is possible that no relevant information can be given regarding the Element. In this case a
short description of the Element is included in the summary with the mention of "not applicable".
[Certain provisions of this summary appear in brackets. Such information will be completed or, where
not relevant, deleted, in relation to a particular Series of Notes and the completed summary in relation
to such Series of Notes shall be appended to the relevant Final Terms. This paragraph is an instruction
paragraph which will be deleted for the summary relating to a particular Series of Notes.]
Section A Introduction and warnings
Element Description of
Disclosure requirement
Element
A.1
Warnings
This summary should be read as an introduction to the Base Prospectus.
Any decision to invest in the Notes should be based on consideration of the
Base Prospectus as a whole by the investor.
Where a claim relating to the information contained in the Base Prospectus
is brought before a court, the plaintiff investor might, under the national
legislation of the Member States, have to bear the costs of translating the
Base Prospectus before the legal proceedings are initiated.
Civil liability attaches only to those persons who have tabled this summary
including any translation thereof, but only if this summary is misleading,
inaccurate or inconsistent when read together with the other parts of the
Base Prospectus or it does not provide, when read together with the other
parts of the Base Prospectus, key information in order to aid investors when
considering whether to invest in the Notes.
A.2
Consent to the [The Issuer[s] consent[s] to the use of the Base Prospectus in [Italy] [and]
use of the Base [or] [Ireland] [and] [or] [Grand Duchy of Luxembourg] for subsequent resale or
Prospectus
final placement of the Notes by all [Dealers] [and] [financial intermediaries]
(general consent).]
[The Issuer[s] consent[s] to the use of the Base Prospectus for subsequent
resale or final placement of the Notes in [Italy] [and] [or] [Ireland] [and] [or]
[Grand Duchy of Luxembourg] by the following [Dealers] [and] [financial
intermediaries] (individual consent): [insert name[s] and address[es]].]
9

The subsequent resale or final placement of Notes by [Dealers] [and]
[financial intermediaries] can be made [as long as this Base Prospectus is
valid in accordance with Article 9 of the Prospectus Directive] [insert
period].
[The Issuer[s]'s consent to the use of the Base Prospectus by each [Dealers]
[and] [financial intermediary] is subject to the condition that such [Dealer]
[and] [financial intermediary] complies with the applicable selling
restrictions as well as the terms and conditions of the offer.]
[Such Issuer[s]'s consent to the use of the Base Prospectus is also subject to
and given under the condition that the [Dealers] [and] [financial
intermediaries] using the Base Prospectus commit[s] [themself] [itself]
towards [their][its] customers to a responsible distribution of the Notes.
This commitment is made by the publication of the [Dealers] [and]
[financial intermediaries] on [their] [its] website stating that the prospectus
is used with the consent of the Issuer and subject to the conditions set forth
with the consent]. [Beside, such consent is not subject to and given under
any condition.]
In case of an offer being made by a [Dealer] [or] [financial
intermediary], such [Dealer] [or] [financial intermediary] will provide
information to investors on the terms and conditions of the offer at the
time the offer is made.
[Not applicable. No consent is given.]
Section B Issuers and Guarantor
Element Description of
Disclosure requirement
Element
B.1
Legal and
[Mediobanca
Commercial
Name of the Mediobanca

Banca di Credito Finanziario S.p.A.
Issuers
("Mediobanca")]

[Mediobanca International
Mediobanca International (Luxembourg) S.A. ("Mediobanca International")]
B.2
Domicile /Legal [Mediobanca
Form
/Legislation
Mediobanca was established in Italy.
/Country of
Mediobanca is a company limited by shares under Italian law with registered
Incorporation
office at Piazzetta E. Cuccia 1, 20121 Milan, Italy.

Mediobanca holds a banking licence from the Bank of Italy authorising it to carry
on all permitted types of banking activities in Italy.
10