Obligation Intesa Sanpaolo SpA 4% ( XS1608207640 ) en USD

Intesa Sanpaolo SpA

100 % ⇌

Italie

XS1608207640 ( en USD )

4% par an ( paiement semestriel )

17/05/2025 - Obligation échue

Prospectus brochure de l'obligation Intesa Sanpaolo S.p.A XS1608207640 en USD 4%, échue

Intesa Sanpaolo S.p.A. est une banque italienne multinationale, l'une des plus grandes d'Europe, offrant une large gamme de services bancaires et financiers aux particuliers, aux entreprises et aux institutions.

L'Obligation émise par Intesa Sanpaolo SpA ( Italie ) , en USD, avec le code ISIN XS1608207640, paye un coupon de 4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 17/05/2025

17 May 2017
BANCA IMI S.p.A.
(incorporated with limited liability in the Republic of Italy)
FINAL TERMS
Issue of 300,000,000 USD Fix to Floater Rate Notes due to 17.05.2025
"Banca IMI S.p.A. Collezione Tasso Misto Dollaro USA serie VII"
under the Euro Medium Term Note Programme
PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the
Conditions) set forth in the Base Prospectus dated 11 July 2016 and the supplements to the Base Prospectus dated 10
November 2016 and 8 May 2017, which together constitute a base prospectus for the purposes of the Prospectus
Directive (the Base Prospectus). This document constitutes the Final Terms of the Notes described herein for the
purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full
information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final
Terms and the Base Prospectus. The Base Prospectus and the supplements to the Base Prospectus are available for
viewing during normal business hours at the registered office of the Issuer and the specified offices of the Paying
Agents. The Base Prospectus and the supplements to the Base Prospectus have been published on the websites of the
Irish Stock Exchange (http://www.ise.ie/Market-Data-Announcements/Debt/Individual-Debt-Instrument-Data/Dept-
Security-Documents/?progID=643&FIELDSORT=docId), the Central Bank of Ireland (http://www.centralbank.ie) and
the Issuer's website (https://www.bancaimi.prodottiequotazioni.com/EN/Legal-Documents). In the event of any
inconsistency between the Conditions and the Final Terms, these Final Terms prevail.
A summary of the Notes (which comprises the summary in the Base Prospectus as completed to reflect the provisions
of these Final Terms) is annexed to these Final Terms.
By investing in the Notes each investor represents that:
(a)
Non-Reliance. It is acting for its own account, and it has made its own independent decisions to invest in the
Notes and as to whether the investment in the Notes is appropriate or proper for it based upon its own
judgement and upon advice from such advisers as it has deemed necessary. It is not relying on any
communication (written or oral) of the Issuer as investment advice or as a recommendation to invest in the
Notes, it being understood that information and explanations related to the terms and conditions of the Notes
shall not be considered to be investment advice or a recommendation to invest in the Notes. No
communication (written or oral) received from the Issuer shall be deemed to be an assurance or guarantee as
to the expected results of the investment in the Notes.
(b)
Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf
or through independent professional advice), and understands and accepts the terms and conditions and the
risks of the investment in the Notes. It is also capable of assuming, and assumes, the risks of the investment in
the Notes.
(c)
Status of Parties. The Issuer is not acting as a fiduciary for or adviser to it in respect of the investment in the
Notes.

1.
Issuer:
Banca IMI S.p.A..

2.
(a) Series
Number:
16.
(b)
Tranche Number:
1.
(c)
Date on which the Notes will be Not applicable.
consolidated and form a single
Series:
3.
Specified Currency:
The Specified Currency is United States Dollar ("USD").
4.
Aggregate Nominal Amount:

(a)
Series: USD 300,000,000.
(b)
Tranche: USD
300,000,000.
5.
Issue Price of Tranche:
99.56 per cent. of the Aggregate Nominal Amount.
6.
(a) Specified
Denominations:
USD 2,000.
(b)
Calculation Amount:
USD 2,000.
7.
(a)
Issue Date:
The Issue Date is 17 May 2017.
(b)
Interest Commencement Date:
Issue Date.

8.
Type of Notes:
Fixed to Floating Rate Notes.
9.
Maturity Date:
17 May 2025.
10.
Form of Notes.
Bearer.
11.
Interest Basis:
4.00 per cent. per annum Fixed Rate from and including the
Issue Date up to but excluding 17 May 2021 only, Floating
Rate thereafter.
3 (three) Month USD LIBOR + 1.00 per cent. Floating Rates,
subject to a Maximum Rate of Interest of 4.00 per cent. per
annum.
(further particulars specified below)

12.
Redemption/Payment Basis:
Redemption at par.
13.
Change of Interest Basis:
Not applicable.
14.
Put Options:
Not applicable.
15.
Call Options:
Not applicable.
16.
Dual Currency Note Provisions:
Not applicable.
17.
Tax Gross-Up:
Condition 7(ii) applicable.

2

18.
Method of distribution:
Not applicable.
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
19.
Fixed Rate Note Provisions:
Applicable in respect of the period from and including the
Issue Date to but excluding 17 May 2021.
(i)
Rate of Interest:
4.00 per cent. per annum in respect of the Interest Period from
(and including) the Interest Commencement Date to (but
excluding) 17 May 2018;
4.00 per cent. per annum in respect of the Interest Period from
(and including) 17 May 2018 to (but excluding) 17 May 2019.
4.00 per cent. per annum in respect of the Interest Period from
(and including) 17 May 2019 to (but excluding) 17 May 2020.
4.00 per cent. per annum in respect of the Interest Period from
(and including) 17 May 2020 to (but excluding) 17 May 2021.
In each case payable in arrear.
(ii)
Interest Payment Dates:
17 May in each year up to and including 17 May 2021. The
first Interest Payment date is 17 May 2018.
(iii)
Business Day Convention:
Following Business Day Convention.
(iv)
Additional Business Day Centre:
TARGET2.
(v)
Interest Accrual Dates:
The Interest Accrual Dates are the Interest Commencement
Date and 17 May in each year up to but excluding 17 May
2021.
(vi)
Fixed Coupon Amounts:
USD 80 per Calculation Amount in respect of each Interest
Period.
(vii)
Broken Amount(s):
Not applicable.
(viii) Day Count Fraction:
Actual/Actual (ICMA) following unadjusted.
(ix)
Determination Dates:
17 May in each year.
20.
Fixed Rate Reset Note Provisions:
Not applicable.
21.
Floating Rate Note Provisions:
Applicable in respect of the period from and including 17 May
2021 to but excluding the Maturity Date.
(i)
Specified Periods/Specified Interest
17 May 2022, 17 May 2023, 17 May 2024 and 17 May 2025
Payment Dates:
(Maturity Date). The first Specified Interest Payment Date is
17 May 2022.
(ii)
Business Day Convention:
Following Business Day Convention.
(iii)
Additional Business Centre:
Not applicable.

3

(iv)
Manner in which the Rate of
Screen Rate Determination.
Interest and Interest Amount is to
be determined:
(v)
Party responsible for calculating the
Banca IMI S.p.A., with registered office at Largo Mattioli 3,
Rate of Interest and Interest
20121 Milan, Italy.
Amount (if not the Agent):
(vi)
Screen Rate Determination:
Applicable.
-
Reference Rate(s):
3 (three) Month USD LIBOR.
-
Relevant Financial Centre:
Not applicable.
-
Reference Currency:
Not applicable.
-
Designated Maturity:
Not applicable.
-
Specified Time
Not applicable.
-
Interest Determination Date(s):
Second London business day prior to the start of each Interest
Period.
-
-Relevant Screen Page:
Reuters Page LIBOR01.
(vii)
ISDA Determination:
Not applicable.
(viii) Difference in Rates:
Not applicable.
(ix)
Linear Interpolation:
Not applicable.
(x)
Margin(s):
+ (plus) 1.00 per cent. per annum.
(xi)
Rate Multiplier:
Not applicable.
(xii)
Minimum Rate of Interest:
0 per cent. per annum
(xiii) Maximum Rate of Interest:
4.00 per cent. per annum.
(xiv) Day Count Fraction:
Actual/Actual (ICMA) following unadjusted.
22.
Change of Interest Basis Provisions:
Not applicable.
23.
Zero Coupon Note Provisions:
Not applicable.
PROVISIONS RELATING TO REDEMPTION
24.
Issuer Call:
Not applicable.
25.
Investor Put:
Not applicable.
26.
Final Redemption Amount of each Note:
USD 2,000 per Calculation Amount.

4

27.
Early Redemption Amount of each Note
USD 2,000 per Calculation Amount.
payable on redemption for taxation reasons
or on event of default and/or the method of
calculating the same (if required):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
28.
Form of Notes:

(a)
Form of Notes:
Temporary Global Note exchangeable for a Permanent Global
Note which is exchangeable for definitive Notes only upon an
Exchange Event.
(b)
New Global Note:
Yes.
29.
Additional Financial Centre(s):
Not applicable.
30.
Talons for future Coupons to be attached to
Not applicable.
definitive Notes (and dates on which such
Talons mature):
LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required for issue and admission to trading on the Irish Stock Exchange, of
the Notes described herein pursuant to the Euro Medium Term Note Programme of Banca IMI S.p.A..
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of Banca IMI S.p.A.:
By:
.........................................................

Duly authorised

5

PART B OTHER INFORMATION

1.
LISTING AND ADMISSION TO TRADING
(i)
Listing:
Ireland and the Republic of Italy.
(ii)
Admission to trading
Application for Notes has been made for listing on the Official
List of the Irish Stock Exchange and for admission to trading on
the Regulated Market of the Irish Stock Exchange.
Application for Notes has also been made for (i) admission to
trading on the Italian multilateral trading facility EuroTLX,
which is not a regulated market for the purposes of directive
2004/39/EC as amended from time to time; and (ii) listing on the
MOT market (Mercato Telematico delle Obbligazioni),
organised and managed by Borsa Italiana S.p.A..
Application may also be made by the Issuer (or on its behalf) to
list the Notes on such further or other stock exchanges or
regulated markets or admitted to trading on such other trading
venues (including without limitation multilateral trading
facilities) as the Issuer may determine.
(iii)
Estimate of total expenses related EUR 600.
to admission to trading:
2.
RATINGS

Ratings:
At the date of these Final Terms, the Issuer is rated Baa1 (long-
term) and P-2 (short-term) with stable outlook by Moody's Italia
S.r.l. (Moody's), BBB- (long-term) and A-3 (short-term) with
stable outlook by Standard & Poor's Credit Market Services Italy
S.r.l. (Standard & Poor's) and BBB (long-term) and F2 (short-
term) with stable outlook by Fitch Ratings Ltd. (Fitch).
Not applicable. No ratings have been assigned to the Notes at the
request of or with the cooperation of the Issuer in the rating
process.
3.
NOTIFICATION
The Central Bank of Ireland has provided the Commissione Nazionale per le Società e la Borsa (CONSOB)
with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the
Prospectus Directive.
4.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Banca IMI is a shareholder of EuroTLX SIM S.p.A. who manages the multilateral trading facility EuroTLX on
which application for the trading of the Notes thereof is expected to be made by the Issuer.

6

5.
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i)
Reasons for the offer:
See "Use of Proceeds" wording in Base Prospectus.
(ii)
Estimated net proceeds:
The net proceeds of the issue of the Notes will be equal to 99.56
per cent. of the Aggregate Nominal Amount of the Notes issued,
i.e. USD 298,680,000.
(iii)
Estimated total expenses:
The estimated total expenses that can be determined as of the
Issue Date are up to EUR 600 consisting of Listing Fees, such
expenses excluding certain out-of pocket expenses incurred or to
be incurred by or on behalf of the Issuer in connection with the
admission to trading of the Notes.
6.
YIELD

Indication of yield:
The yield is 2.144 per cent. per annum at maturity, calculated as
the annual expected return as at the Issue Date on the basis of the
Issue Price in respect of the Fixed Rate only.
It is not an indication of future yield.
7.
HISTORIC INTEREST RATES
Details of historic 3 (three) Month USD LIBOR rates can be obtained from Reuters at page LIBOR01.
8.
OPERATIONAL INFORMATION
(i) ISIN
Code:
XS1608207640.
(ii) Common
Code:
160820764.
(iii)
Any clearing system(s) other than
Not applicable.
Euroclear Bank S.A./N.V. and
Clearstream Banking, société
anonyme and the relevant
identification number(s):
(iv) Delivery:
Delivery
against
payment.
(v)
Names and addresses of
Not applicable.
additional Paying Agent(s):

7

(vi)
Intended to be held in a manner
Yes. Note that the designation "yes" simply means that the Notes
which would allow Eurosystem
are intended upon issue to be deposited with one of the ICSDs as
eligibility:
common safekeeper and does not necessarily mean that the
Notes will be recognised as eligible collateral for Eurosystem
monetary policy and intra day credit operations by the
Eurosystem either upon issue or at any or all times during their
life. Such recognition will depend upon satisfaction of the
Eurosystem eligibility criteria.
9.
DISTRIBUTION
(i)
If syndicated, names and Not applicable.
addresses of Managers and
underwriting commitments:
(ii)
Date of Subscription
Not applicable.
Agreement:
(iii)
Stabilisation Manager:
Not applicable.
(iv)
If non-syndicated, name and
Not applicable.
address of relevant Manager, if
applicable:
(v)
Total commission and
Not applicable
concession:
(vi)
US Selling Restrictions:
Reg. S compliance category 2; TEFRA D.
(vii)
Public Offer:
Not applicable.
10.
TERMS AND CONDITIONS OF THE OFFER
Not applicable.

8

APPLICABLE FINAL TERMS - SUMMARY OF THE NOTES

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 because of 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".
SECTION A INTRODUCTION AND WARNINGS

Element
A.1
This summary should be read as an introduction to the Base Prospectus and the applicable Final Terms.
Any decision to invest in any Notes should be based on a consideration of this Base Prospectus as a whole,
including any documents incorporated by reference and the applicable Final Terms.
Where a claim relating to information contained in the Base Prospectus and the applicable Final Terms is
brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national
legislation of the Member State where the claim is brought, be required to bear the costs of translating the
Base Prospectus and the applicable Final Terms before the legal proceedings are initiated.
Civil liability attaches to the Issuer solely on the basis of this summary, including any translation of it, but only
if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this Base
Prospectus and the applicable Final Terms or, following the implementation of the relevant provisions of
Directive 2010/73/EU in the relevant Member State, it does not provide, when read together with the other
parts of this Base Prospectus and the applicable Final Terms, key information in order to aid investors when
considering whether to invest in the Notes.
A.2
Not applicable The Issuer does not consent to the use of the Base Prospectus for subsequent resales.

SECTION B ISSUER

Element
Legal and commercial name of the Issuer
B.1

Banca IMI S.p.A..
Domicile / legal form / legislation / country of incorporation
B.2

The Issuer is incorporated as a società per azioni with limited liability under the laws of the Republic of Italy.
The Issuer is registered with the Companies' Register of Milan under No. 04377700150. Its registered office is
at Largo Mattioli 3, 20121 Milan, with telephone number +39 02 72611.

9

Trend information
B.4b

Not applicable - There are no known trends, uncertainties, demands, commitments or events that are reasonably
likely to have a material effect on the Issuer's prospects for its current financial year.
Description of the Group
B.5

The Issuer is a company belonging to the Intesa Sanpaolo banking group, of which Intesa Sanpaolo S.p.A. is
the parent company.
Profit forecast or estimate
B.9

Not applicable - No profit forecasts or estimates have been made in the Base Prospectus.
Audit report qualifications
B.10

Not applicable - No qualifications are contained in any audit report included in the Base Prospectus.
Selected historical key financial information
B.12
The audited consolidated balance sheets and income statements as of, and for each of the years ended, 31

December 2014 and 2015 have been extracted without any adjustment from, and are qualified by reference to
and should be read in conjunction with, the Issuer's consolidated financial statements in respect of those dates
and periods:
Audited Consolidated Balance Sheets for the year ending 31 December 2015 compared with

corresponding figures for the year ending 31 December 2014

Assets
31
31
December
December
2015
2014

(EUR thousand)
Cash and cash equivalents
4
3
Financial assets held for trading
56,954,580
61,620,174
Available-for-sale financial assets
11,643,236
8,106,027
Due from banks
60,923,615
53,979,092
Loans to customers
23,353,892
22,440,904
Hedging derivatives
203,228
323,864
Equity investments
13,324
12,175
Property and equipment
878
1,031
Intangible assets
287
327
of which:

- goodwill -
-
Tax assets
502,230
455,103
a) current
292,543 261,796
b) deferred
209,687 193,307
Other assets
445,523
454,874

Total Assets
154,040,797 147,393,574

Liabilities and Equity
31
31
December
December
2015
2014

(EUR thousand)

10