Obligation Valtellina Credito 8.25% ( XS1590496987 ) en EUR

Valtellina Credito

100 % ▼

Italie

XS1590496987 ( en EUR )

8.25% par an ( paiement annuel )

11/04/2027

Prospectus brochure de l'obligation Credito Valtellinese XS1590496987 en EUR 8.25%, échéance 11/04/2027

100 000 EUR

150 000 000 EUR

12/04/2026 ( Dans 112 jours )

Credito Valtellinese est une banque italienne opérant principalement en Lombardie, offrant une gamme de services financiers aux particuliers et aux entreprises.

L'Obligation émise par Valtellina Credito ( Italie ) , en EUR, avec le code ISIN XS1590496987, paye un coupon de 8.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 11/04/2027

PROSPECTUS

CREDITO VALTELLINESE S.p.A.
(incorporated with limited liability under the laws of the Republic of Italy)
5,000,000,000

Euro Medium Term Note Programme

This Prospectus comprises a base prospectus for the purposes of Article 5(4) of Directive 2003/71/EC, as amended
(the "Prospectus Directive") and the loi relative aux prospectus pour valeurs mobilières dated 10 July 2005 which
implements the Prospectus Directive in Luxembourg (the "Luxembourg Prospectus Law").
Under the 5,000,000,000 Euro Medium Term Note Programme (the "Programme") described in this Prospectus,
Credito Valtellinese S.p.A. ("Credito Valtellinese" or the "Issuer") may from time to time issue certain non-equity
securities ("Notes") in bearer form denominated in any currency, as described in further detail herein.
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") in its
capacity as competent authority in Luxembourg as a base prospectus issued in compliance with the Prospectus
Directive and the Luxembourg Prospectus Law. Application has been made for Notes issued under the Programme
during the period of 12 months from the date of this Prospectus to be listed on the Official List and admitted to
trading on the regulated market of the Luxembourg Stock Exchange, which is a regulated market for the purposes of
the Markets in Financial Instruments Directive 2004/39/EC. The Programme also allows for Notes to be unlisted or to
be admitted to listing, trading and/or quotation by such other or further listing authorities, stock exchanges and/or
quotation systems as may be agreed with the Issuer. As provided under Article 7(7) of the Luxembourg Prospectus
Law, the CSSF assumes no responsibility with regard to the economic and financial soundness of any transaction
under this Programme or the quality and solvency of the Issuer.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks, see
"Risk Factors" on page 1.
Arranger
UniCredit Bank

Dealers
Banca Akros S.p.A. Gruppo Banco BPM
Banca IMI
Barclays
BNP PARIBAS
Crédit Agricole CIB
Credito Valtellinese
Deutsche Bank
Goldman Sachs International
HSBC
J.P. Morgan
Mediobanca Banca di Credito Finanziario
Natixis
S.p.A.
UBS Investment Bank
NatWest Markets

UniCredit Bank
Dated 20 July 2017

CONTENTS

Page
IMPORTANT NOTICES ................................................................................................. 1
RISK FACTORS .............................................................................................................. 4
GENERAL DESCRIPTION OF THE PROGRAMME ................................................. 24
ALTERNATIVE PERFORMANCE MEASURES ....................................................... 30
INFORMATION INCORPORATED BY REFERENCE .............................................. 35
FURTHER PROSPECTUSES ....................................................................................... 37
FORMS OF THE NOTES .............................................................................................. 38
TERMS AND CONDITIONS OF THE NOTES ........................................................... 43
FORM OF FINAL TERMS ............................................................................................ 86
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL
FORM ........................................................................................................................... 102
DESCRIPTION OF THE ISSUER .............................................................................. 106
TAXATION ................................................................................................................. 134
SUBSCRIPTION AND SALE ..................................................................................... 146
GENERAL INFORMATION ...................................................................................... 151

IMPORTANT NOTICES
The Issuer accepts responsibility for the information contained in this document and the
Final Terms for each Tranche of Notes issued under the Programme and, to the best of
its knowledge (having 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.
This Prospectus should be read and construed together with any supplements hereto and
with any other information incorporated by reference herein and, in relation to any
Tranche (as defined herein) of Notes, should be read and construed together with the
relevant Final Terms (as defined herein).
The Issuer has confirmed to the Dealers named under "Subscription and Sale" below
that this Prospectus (including, for this purpose, each relevant Final Terms) contains all
information which is (in the context of the Programme and the issue, offering and sale
of the Notes) material; that such information is true and accurate in all material respects
and is not misleading in any material respect; that any opinions, predictions or
intentions expressed herein are honestly held or made and are not misleading in any
material respect; that this Prospectus does not omit to state any material fact necessary
to make such information, opinions, predictions or intentions (in the context of the
Programme and the issue, offering and sale of the Notes) not misleading in any material
respect; and that all proper enquiries have been made to verify the foregoing.
No person has been authorised to give any information or to make any representation
not contained in or not consistent with this Prospectus or any other document entered
into in relation to the Programme or any information supplied by the Issuer or such
other information as is in the public domain and, if given or made, such information or
representation should not be relied upon as having been authorised by the Issuer or any
Dealer.
No representation or warranty is made or implied by the Dealers or any of their
respective affiliates, and neither the Dealers nor any of their respective affiliates have
authorised the whole or any part of this Prospectus and none of them makes any
representation or warranty or accepts any responsibility as to the accuracy or
completeness of the information contained in this Prospectus. Neither the delivery of
this Prospectus or any Final Terms nor the offering, sale or delivery of any Note shall,
in any circumstances, create any implication that the information contained in this
Prospectus is true subsequent to the date hereof or the date upon which this Prospectus
has been most recently amended or supplemented by a supplement or that there has
been no adverse change, or any event reasonably likely to involve any adverse change,
in the condition (financial or otherwise) of the Issuer since the date thereof or, if later,
the date upon which this Prospectus has been most recently amended or supplemented
by a supplement or that any other information supplied in connection with the
Programme is correct at any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
The distribution of this Prospectus and any Final Terms and the offering, sale and
delivery of the Notes in certain jurisdictions may be restricted by law. Persons into
whose possession this Prospectus or any Final Terms comes are required by the Issuer
and the Dealers to inform themselves about and to observe any such restrictions. For a
description of certain restrictions on offers, sales and deliveries of Notes and on the

- 1 -

distribution of this Prospectus or any Final Terms and other offering material relating to
the Notes, see "Subscription and Sale" below. In particular, 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
U.S. persons.
Neither this Prospectus nor any Final Terms constitutes an offer or an invitation to
subscribe for or purchase any Notes and should not be considered as a recommendation
by the Issuer, the Dealers or any of them that any recipient of this Prospectus or any
Final Terms should subscribe for or purchase any Notes. Each recipient of this
Prospectus or any Final Terms shall be taken to have made its own investigation and
appraisal of the condition (financial or otherwise) of the Issuer.
IMPORTANT EEA RETAIL INVESTORS
If the Final Terms in respect of any Notes includes a legend entitled "Prohibition of
Sales to EEA Retail Investors", the Notes are not intended, from 1 January 2018, to be
offered, sold or otherwise made available to and, with effect from such date, should not
be offered, sold or otherwise made available to any retail investor in the European
Economic Area ("EEA"). For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU ("MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC,
where that customer would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus
Directive. Consequently no key information document required by Regulation (EU) No
1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise
making them available to retail investors in the EEA has been prepared and therefore
offering or selling the Notes or otherwise making them available to any retail investor in
the EEA may be unlawful under the PRIIPs Regulation.
The maximum aggregate principal amount of Notes outstanding at any one time under
the Programme will not exceed 5,000,000,000 and, for this purpose, any Notes
denominated in another currency shall be converted into euro at the date of the
agreement to issue such Notes, calculated in accordance with the provisions of the
Dealer Agreement (as defined under "Subscription and Sale"). 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.
Notes issued pursuant to the Programme may be rated or unrated. Where an issue of
Notes is rated, its rating will be specified in the Final Terms. A 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. The Final Terms
will disclose whether or not each credit rating applied for in relation to the relevant
Series of Notes will be issued by a credit rating agency established in the European
Union and registered under Regulation (EC) No 1060/2009, as amended (the "CRA
Regulation"). In general, European regulated investors are restricted from using a rating
for regulatory purposes if such rating is not issued by a credit rating agency established
in the EEA and registered under the CRA Regulation or (1) the rating is provided by a
credit rating agency not established in the EEA but is endorsed by a credit rating agency

- 2 -

established in the EEA and registered under the CRA Regulation or (2) the rating is
provided by a credit rating agency not established in the EEA which is certified under
the CRA Regulation. The European Securities and Markets Authority is obliged to
maintain on its website a list of credit rating agencies registered and certified in
accordance with the CRA Regulation, which may be found on the following page:
https://www.esma.europa.eu/supervision/credit-rating-agencies/risk.
For the avoidance of doubt, the content of the website(s) referred to in this Prospectus
does not form part of the Prospectus.
In this Prospectus, unless otherwise specified or where the context requires otherwise,
references to a "Member State" are references to a Member State of the European
Economic Area and references to "", "EUR" or "euro" are to the single currency
introduced at the start of the third stage of European economic and monetary union and
as defined in Article 2 of Council Regulation (EC) No. 974/98 of 3 May 1998 on the
introduction of the euro, as amended; references to "£" and "Sterling" are to the lawful
currency for the time being of the United Kingdom; and references to "billions" are to
thousands of millions.
Certain figures included in this Prospectus have been subject to rounding adjustments;
accordingly, figures shown for the same category presented in different tables may vary
slightly and figures shown as totals in certain tables may not be an arithmetic
aggregation of the figures which precede them.
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)) in the applicable Final Terms may
over-allot Notes or effect transactions with a view to supporting the market price
of the Notes at a level higher than that which might otherwise prevail. However,
stabilisation may not necessarily occur. Any stabilisation action may begin on or
after the date on which adequate public disclosure of the terms of the offer of the
relevant Tranche of Notes is made and, if begun, may cease at any time, but it must
end no later than the earlier of 30 days after the issue date of the relevant Tranche
of Notes and 60 days after the date of the allotment of the relevant Tranche of
Notes. Any stabilisation action or over-allotment must be conducted by the
Stabilising Manager(s) (or persons acting on behalf of the Stabilising Manager(s))
in accordance with all applicable laws and rules.

- 3 -

RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its
obligations under Notes issued under the Programme. Most of these factors are
contingencies which may or may not occur and the Issuer is not in a position to express
a view on the likelihood of any such contingency occurring. In addition, factors which
are material for the purpose of assessing the market risks associated with Notes issued
under the Programme are also described below.
The Issuer believes that the factors described below represent the principal risks
inherent in investing in Notes issued under the Programme, but the inability of the
Issuer to pay interest, principal or other amounts on or in connection with any Notes
may occur for other reasons which may not be considered significant risks by the Issuer
based on information currently available to it or which it may not currently be able to
anticipate. In addition, the order in which the risk factors are presented below is not
intended to be indicative either of the relative likelihood that each risk will materialise
or of the magnitude of their potential impact on the business, financial condition and
results of operations of the Issuer or the Group.
Prospective investors should also read the detailed information set out elsewhere in this
Prospectus and reach their own views prior to making any investment decision.
Words and expressions defined in "Forms of the Notes" and "Terms and Conditions of
the Notes" or elsewhere in this Prospectus have the same meaning in this section.
Prospective investors should read the entire Prospectus.
Factors that may affect the Issuer's ability to fulfil its obligations under the Notes
Risks related to economic and financial conditions
The earning capacity and stability of the Issuer are affected by the general state of the
economy, the dynamics of financial markets and, in particular, the strength and growth
prospects of the economy in Italy (and the creditworthiness of its sovereign debt), as
well as that of the Eurozone as a whole. In this regard, trends in the following factors
are of particular significance to the Issuer: expectations and investor confidence; the
level and volatility of interest rates in the short and long term; exchange rates; the
liquidity of financial markets; the availability and cost of capital; the sustainability of
sovereign debt; household incomes and consumer spending; and levels of
unemployment, inflation and housing prices. Negative trends related to any of these
factors, particularly in times of economic and financial crisis, may cause the Issuer to
suffer losses, increases in funding costs and a diminution in the value of its assets, with
a potential adverse effect on its liquidity, financial position and results of operations.
Risks relating to the geographic coverage of the Issuer's business
The Group operates solely on Italian territory, with particularly strong concentration in
the regions of Lombardy, Lazio and Sicily. The Group's business is, therefore, closely
linked to variations in the Italian macroeconomic environment, in relation to which
current forecasts show considerable uncertainty as to future economic growth.
Economic stagnation and/or the reduction in Italy's gross domestic product, an increase
in unemployment and the adverse performance of the financial markets have all resulted
in doubts about the financial system and a consequent fall in investments, together with
a rise in bad debts, leading to a general reduction in demand for the Group's services. In

- 4 -

light of the above, if adverse economic conditions persist in Italy and if a situation of
protracted political and economic uncertainty arises and/or if the economic recovery
turns out to be slower than forecast, this could have a material adverse effect on the
financial condition and results of operations of the Issuer and the Group.
Risks concerning liquidity
The Group's businesses are subject to risks concerning liquidity which are inherent in its
banking operations, and could affect the Group's ability to meet its financial obligations
as they fall due or to fulfil its commitments to lend. In order to ensure that the Group
continues to meet its funding obligations and to maintain or grow its business generally,
it relies on customer savings and transmission balances, as well as ongoing access to the
wholesale lending markets. The ability of the Group to access wholesale and retail
funding sources on favourable economic terms depends on a variety of factors, some of
which are outside its control, such as liquidity constraints, general market conditions
and confidence in the Italian banking system.
The global financial crisis and resulting financial instability have significantly reduced
the levels and availability of liquidity and term funding. In particular, the perception of
counterparty credit risk between banks has increased significantly, resulting in further
reductions in both inter-bank lending and the level of confidence from banks' customers.
Should the Group be unable to continue to maintain a sustainable funding profile which
can withstand sudden shocks, its ability to fund its financial obligations at a competitive
cost, or at all, could be adversely affected with a consequent material adverse effect on
the financial condition and results of operations of the Issuer and the Group.
Risks related to the global financial crisis and economic recession
Although the global economy has experienced a recovery in recent years, various
concerns remain over the ability of certain countries to service their sovereign debt
obligations. The significant economic stagnation in certain countries in the Eurozone,
including Italy, in part due to the effects of the sovereign debt crisis and corresponding
austerity measures in these markets, has added to these concerns. The measures
implemented so far to reduce public debt and fiscal deficits have already resulted in
lower or negative gross domestic product (GDP) growth and high unemployment rates
in these countries. If the fiscal obligations of these or other countries continue to exceed
their fiscal revenue, taking into account the reactions of the credit and swap markets, or
if their banking systems are further destabilised, the ability of such countries to service
their debt in a cost efficient manner could be impaired.
The continued uncertainty over the outcome of various international financial support
programmes, the possibility that other countries might experience similar financial
pressures, investor concerns about inadequate liquidity or unfavourable volatility in the
capital markets, lower consumer spending, higher inflation or political instability could
further disrupt the global financial markets and might adversely affect the economy in
general. In addition, the risk remains that a default of one or more countries in the
Eurozone, the extent and precise nature of which are impossible to predict, could lead to
the expulsion or voluntary withdrawal of one or more countries from the Eurozone or a
disorderly break-up of the Eurozone, either of which could significantly disrupt
financial markets and possibly trigger another global recession. In addition, the outcome
of the referendum held in the United Kingdom on 23 June 2016 and the subsequent
negotiations between the United Kingdom and the European Union on its exit from the

- 5 -

European Union could exacerbate financial market volatility. All of these risks could
adversely affect the business, results of operations and financial condition of the Group,
including its ability to access the capital and financial markets and to refinance debt in
order to meet its funding requirements.
Credit risk
The business of the Issuer and the Group, and the stability of their operating results and
financial condition depend on the creditworthiness of customers, including sovereign
debtors. More generally, as a result of bankruptcy, lack of liquidity, operating
malfunction or other reasons, counterparties may fail to comply with their obligations to
the Issuer. The failure of a major market participant, or even fears that one may default,
could cause liquidity problems, losses or defaults by other financial institutions on a
vast scale which, in turn, could have an adverse impact on the Issuer. In addition, the
Issuer may face the risk in certain circumstances that some of the payments owed to it
by a third party are not recoverable.
Furthermore, a decrease in the creditworthiness of third parties whose bonds or other
securities are held by the Issuer, including sovereign debtors, could adversely affect the
ability of the Issuer to use those securities as collateral or use them for other purposes
connected with obtaining liquidity and/or could have an adverse impact on the results of
the Issuer's operations.
Although in many cases the Issuer can require counterparties in financial difficulty to
provide further security, it cannot be ruled out that disputes will arise over the amount
of the security to which the Issuer is entitled and the value of the assets over which
security is to be given. The frequency of defaults, reductions in value and disputes with
counterparties over the value of security significantly increases in periods of tension and
market illiquidity.
Accordingly, a prolonged market crisis, a deterioration in the conditions of the capital
markets and a global economic slowdown could all have negative implications on the
ability of bank counterparties to comply with the obligations they have taken on and,
consequently, could cause a significant worsening in credit quality in the sectors in
which the Issuer operates.
Credit risk is also closely linked to concentration risk, which derives from exposure to
borrowers and groups of connected borrowers that operate in the same industry, conduct
the same business or are located in the same geographic area. The concentration of
loans to borrowers and groups of related borrowers operating in the same economic
sector, conducting the same business or located in the same geographical area involves a
risk that, if the sectors of the economy towards which the Issuer has the greatest
exposure experiences a contraction (for example, if economic conditions in northern
Italy deteriorate, whether or not as part of a broader contraction in the Italian economy),
the Issuer would be likely to suffer greater losses than competitors with a more
diversified loan portfolio, which could have an adverse impact on its financial condition
and/or results of operations. See also "Risks relating to the geographic coverage of the
Issuer's business" above.

- 6 -

Risks related to quality of loans
Credit quality is affected by the continuing weakness of the economy. Moreover, within
the banking system generally, a growing number of companies are struggling to repay
loans. The proportion of loans to companies experiencing temporary difficulties (sub-
standard and restructured loans) is steadily increasing, while the deterioration of loans
to households has remained moderate. The Group's impaired loans, net of valuation
adjustments, amounted to 3,154 million as at 31 December 2016, down 6.06% on
3,358 million as at 31 December 2015. The allowances for losses on non-performing
loans stood at 1,515 million (or 54.4% of gross non-performing loans) as at 31
December 2016, compared to 1,604 million (or 57.1%) at 31 December 2015. In
addition, allowances for losses on loans classified as unlikely to pay (a new category of
bad debt introduced under Bank of Italy regulations from 1 January 2015) amounted to
700 million (or 29.4% of the gross figure), compared to 627 million (or 25.5%) at the
previous year end. Further significant increases in the Group's non-performing loans
could have a material adverse effect on its financial condition and results of operation.
The Issuer has taken significant measures to dispose of its non-performing loans and an
important element in its 2017-2018 Action Plan is its aim to deconsolidate non-
performing loans of the Group of a gross value up to 1.5 billion. However, the Italian
banking system is currently recording high levels of non-performing loans and, as a
result, numerous other banks may seek to dispose of these assets, which may result in
excess supply and downward price pressure. The Issuer may, therefore, find it difficult
to identify buyers for non-performing loans or only find buyers at low prices, which
may result in adverse consequences on the Issuer's financial condition and results of
operations.
Risks related to the performance of sovereign debt securities
The large sovereign debts and fiscal deficits in European countries have raised concerns
regarding the financial condition of Eurozone financial institutions and their exposure to
such countries, which may in turn have an impact on Eurozone banks' funding. At 31
December 2016, the Group's exposure to debt securities issued by sovereign debtors
amounted to 5,078 million, corresponding to 19.93% of the Group's total assets, nearly
all of which was represented by debt securities issued by the Republic of Italy and
Italian local government entities, and in residual amounts issued by the Portuguese and
Spanish governments. The Group is therefore exposed to trends in Italian government
securities, which in recent years have shown tension and volatility. If concerns persist
over the ability of the Italian government to service its debt, the Group could suffer
similar volatility in its business, financial condition or results of operations. In
particular, the Issuer's credit ratings are exposed to the risk of reductions in the
sovereign credit rating of Italy. On the basis of the methodologies used by rating
agencies, further downgrades of Italy's credit rating have had, and may continue to
have, a knock-on effect on the credit rating of Italian issuers such as the Issuer causing
the credit rating of Notes issued under the Programme to be downgraded, with a
consequent increase in funding costs.
Changes in regulatory framework
The Issuer is subject to extensive regulation and supervision by the Bank of Italy,
CONSOB, the European Central Bank and the European System of Central Banks. The
banking laws to which the Issuer is subject govern the activities in which banks and

- 7 -

foundations may engage and are designed to maintain the safety and soundness of
banks, and limit their exposure to risk. In addition, the Issuer must comply with
financial services laws that govern its marketing and selling practices. The regulatory
framework governing international financial markets is currently being amended in
response to the credit crisis, and new legislation and regulations are being introduced in
Italy and the European Union, such as the following:

Between December 2010 and December 2011, the Basel Committee on Banking
Supervision issued documents containing a capital and liquidity reform package
(the "Basel III Proposals") to replace the existing EU directives on capital
requirements. The main proposals are summarised as follows:
-
revision of the regulatory capital definition and its components, setting
higher minimum levels for Common Equity Tier 1 capital adequacy ratios
and introducing requirements for Additional Tier I and Tier II capital
instruments to have a mechanism that requires them to be written off or
converted into ordinary shares at the point of a bank's non viability;
-
introduction of a capital conservation buffer designed to ensure that banks
build up capital buffers outside periods of stress which can be drawn
down as losses are incurred and a countercyclical buffer, and measures
aimed at ensuring that systemically important financial institutions have
loss absorbing capacities which go beyond the minimum Basel III
standards, in order to ensure that banking sector capital requirements take
into account the macro financial environment in which banks operate;
-
enhancement of risk coverage of the capital requirements framework,
especially regarding derivatives and other off balance sheet items
(counterparty credit risk), the exposures to central counterparties (CCPs)
and the values of the risk parameters under stress conditions (market,
credit and counterparty credit risk);
-
introduction of a leverage ratio requirement as a supplementary measure
to the risk based capital requirements;
-
promotion of stronger provisioning practices mainly by moving towards a
forward looking (expected loss) provisioning approach; and
-
introduction of global common liquidity measurement standards for the
banking sector, which will subject banks to minimum quantitative
requirements for liquidity and increased risk weightings for "illiquid"
assets.
In the European Union, the Basel III Proposals have been implemented by way
of the Capital Requirements Directive 2013/36/EU (known as "CRD IV") and
the Capital Requirements Regulation (EU) No 575/2013 ("CRR") which came
into force following their adoption in June 2013. Full implementation began on 1
January 2014, with some elements to be phased in over a period of time. The
requirements should be largely fully effective by 2019 and some minor
transitional provisions provide for phase-in by 2024 but it is possible that in
practice implementation under national laws will take longer. Furthermore,
Member States may introduce certain provisions at an earlier date than that set

- 8 -