Obligation ACEA S.p.A 1.5% ( XS1767087866 ) en EUR

Socit mettrice ACEA S.p.A
Prix sur le march 100 %  ▼ 
Pays  Italie
Code ISIN  XS1767087866 ( en EUR )
Coupon 1.5% par an ( paiement annuel )
Echance 08/06/2027 - Obligation chue



Prospectus brochure de l'obligation ACEA S.p.A XS1767087866 en EUR 1.5%, chue


Montant Minimal 100 000 EUR
Montant de l'mission 700 000 000 EUR
Description dtaille L'Obligation mise par ACEA S.p.A ( Italie ) , en EUR, avec le code ISIN XS1767087866, paye un coupon de 1.5% par an.
Le paiement des coupons est annuel et la maturit de l'Obligation est le 08/06/2027








BASE PROSPECTUS

ACEA S.p.A.
(incorporated with limited liability under the laws of the Republic of Italy)
1,500,000,000
Euro Medium Term Note Programme
___________________________________
This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier
(the "CSSF"), which is the Luxembourg competent authority for the purpose of Directive 2003/71/EC, as
amended, (the "Prospectus Directive") and relevant implementing measures in Luxembourg (the Luxembourg
law of 10th July, 2005, as amended by the Luxembourg law of 3rd July, 2012, which implements the Prospectus
Directive, (the "Luxembourg Prospectus Law")), as a base prospectus issued in compliance with the
Prospectus Directive and relevant implementing measures in Luxembourg for the purpose of giving information
with regard to the issue of notes ("Notes") issued under the Euro Medium Term Note Programme (the
"Programme") described in this Base Prospectus during the period of twelve months after the date hereof and
will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu). Such
approval only relates to Notes which are to be admitted to trading on the regulated market of the Luxembourg
Stock Exchange or other regulated markets for the purposes of Directive 2004/39/EC. Applications have been
made for such Notes to be admitted during the period of twelve months after the date hereof to listing on the
official list and to trading on the regulated market of the Luxembourg Stock Exchange. The Programme also
permits Notes to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any
competent authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or
quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be
agreed with the Issuer. The CSSF assumes no responsibility with regards to the economic and financial
soundness of any transaction under this Programme or the quality and solvency of the Issuer in accordance with
the provisions of Article 7(7) of the Luxembourg Prospectus Law.
Acea S.p.A. (the "Issuer" or "Acea") may issue Notes under the Programme to one or more of the Dealers
named on page 8 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 be, in the case of an issue of Notes to
more than one Dealer, to the lead manager of such issue and, in the case of an issue of Notes to one Dealer, to
such Dealer. Pursuant to the Programme, the Issuer may issue Notes denominated in any currency agreed with
the relevant Dealer, subject to any applicable legal or regulatory restrictions. The Notes will be issued in such
denominations as may be agreed between the Issuer and the relevant Dealer save that the minimum
denomination of each Note will be 100,000 (or, if the Notes are denominated in a currency other than euro, the
equivalent amount in such currency). The aggregate nominal amount of all Notes from time to time outstanding
under the Programme will not exceed 1,500,000,000 (or its equivalent in other currencies calculated as
described herein).
The Issuer has been assigned a rating of Baa2 by Moody's Investors Service Ltd ("Moody's") and BBB+ by
Fitch Italia S.p.A. ("Fitch"). Each of Moody's and Fitch is established in the European Economic Area ("EEA")
and registered under Regulation (EU) No 1060/2009, as amended (the "CRA Regulation"). Each of Moody's
and Fitch appears on the latest update of the list of registered credit rating agencies on the European Securities
and Markets Authority ("ESMA") website at www.esma.europa.eu/page/List-registered-and-certified-CRAs.
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.
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Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may
affect the abilities of the Issuer to fulfil their respective obligations under the Notes are discussed under
"Risk Factors" below.
Arrangers

Banca IMI
BNP PARIBAS
UniCredit Bank



Dealers
Banca IMI
Banco Bilbao Vizcaya Argentaria,
S.A.
Barclays
BNP PARIBAS
Crdit Agricole CIB
Deutsche Bank
Goldman Sachs International
MPS Capital Services
Mediobanca Banca di Credito
Morgan Stanley
Finanziario S.p.A.
Socit Gnrale Corporate &
UBI Banca
Investment Banking

UniCredit Bank

The date of this Base Prospectus is 17 July 2017
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CONTENTS

Page
IMPORTANT NOTICES .......................................................................................................... 4
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................ 8
RISK FACTORS ..................................................................................................................... 14
INFORMATION INCORPORATED BY REFERENCE ....................................................... 35
FINAL TERMS AND DRAWDOWN PROSPECTUSES ..................................................... 37
FORMS OF THE NOTES ....................................................................................................... 38
TERMS AND CONDITIONS OF THE NOTES .................................................................... 43
FORM OF FINAL TERMS ..................................................................................................... 76
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL
FORM .............................................................................................................................. 90
DESCRIPTION OF THE ISSUER .......................................................................................... 92
OVERVIEW FINANCIAL INFORMATION OF THE ISSUER ......................................... 130
REGULATORY .................................................................................................................... 135
TAXATION ........................................................................................................................... 178
SUBSCRIPTION AND SALE .............................................................................................. 192
GENERAL INFORMATION ................................................................................................ 197



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IMPORTANT NOTICES
This Base Prospectus comprises a base prospectus in respect of all Notes issued under the
Programme for the purposes of Article 5.4 of the Prospectus Directive.
Responsibility for this Base Prospectus
The Issuer accepts responsibility for the information contained in this Base Prospectus and
any Final Terms and declares that, having taken all reasonable care to ensure that such is the
case, the information contained in this Base Prospectus is, to the best of its knowledge, in
accordance with the facts and contains no omission likely to affect its import.
Final Terms/Drawdown Prospectus
Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under
"Terms and Conditions of the Notes" (the "Conditions") as completed by a document specific
to such Tranche called final terms (the "Final Terms") or in a separate prospectus specific to
such Tranche (the "Drawdown Prospectus") as described under "Final Terms and
Drawdown Prospectuses" below.
Other relevant information
This Base Prospectus must be read and construed together with any supplements hereto and
with any information incorporated by reference herein and, in relation to any Tranche of
Notes which is the subject of Final Terms, must be read and construed together with the
relevant Final Terms. In the case of a Tranche of Notes which is the subject of a Drawdown
Prospectus, each reference in this Base Prospectus to information being specified or
identified in the relevant Final Terms shall be read and construed as a reference to such
information being specified or identified in the relevant Drawdown Prospectus unless the
context requires otherwise.
The Issuer has confirmed to the Dealers named under "Subscription and Sale" below that this
Base Prospectus contains all information which is (in the context of the Programme, 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 Base Prospectus does not omit to state any material fact necessary
to make such information, opinions, predictions or intentions (in the context of the
Programme, 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.
Unauthorised information
No person has been authorised to give any information or to make any representation not
contained in or not consistent with this Base 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.
Neither the Dealers nor any of their respective affiliates have authorised the whole or any part
of this Base Prospectus and none of them makes any representation or warranty or accepts
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any responsibility as to the accuracy or completeness of the information contained in this
Base Prospectus. Neither the delivery of this Base 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 Base Prospectus is true subsequent to the date hereof or the
date upon which this Base Prospectus has been most recently amended or supplemented or
that there has been no adverse change, or any event reasonably likely to involve any adverse
change, in the prospects or financial or trading position of the Issuer since the date thereof or,
if later, the date upon which this Base Prospectus has been most recently amended or
supplemented 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 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.
Restrictions on distribution
The distribution of this Base 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 Base 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 distribution of this Base
Prospectus or any Final Terms and other offering material relating to the Notes, see
"Subscription and Sale". In particular, there are restrictions on the offer, sale and transfer of
the Notes in the United States, the European Economic Area (including the United Kingdom,
France and the Republic of Italy) and Japan.
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 Base 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 Base Prospectus or any Final
Terms should subscribe for or purchase any Notes. Each recipient of this Base 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
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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.
Programme limit
The maximum aggregate principal amount of Notes outstanding and guaranteed at any one
time under the Programme will not exceed 1,500,000,000 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).
The maximum aggregate principal amount of Notes which may be outstanding and
guaranteed 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 as defined under
"Subscription and Sale".
Certain definitions
In this Base Prospectus, unless otherwise specified, references to a "Member State" are
references to a Member State of the European Economic Area, references to "EUR" or
"euro" are to the 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.
The language of this Base Prospectus is English. Certain legislative references and technical
terms have been cited in their original language in order that the correct technical meaning
may be ascribed to them under applicable law.
Certain figures included in this Base 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.
Ratings
Tranches of Notes issued under the Programme will be rated or unrated. Where a Tranche of
Notes is rated, such rating will not necessarily be the same as the rating(s) described above or
the rating(s) assigned to Notes already issued. Where a Tranche of Notes is rated, the
applicable rating(s) will be specified in the relevant Final Terms. Whether or not each credit
rating applied for in relation to a relevant Tranche of Notes will be (1) issued by a credit
rating agency established in the EEA and registered (or which has applied for registration and
not been refused) under the CRA Regulation, or (2) issued by a credit rating agency which is
not established in the EEA but will be endorsed by a CRA which is established in the EEA
and registered under the CRA Regulation or (3) issued by a credit rating agency which is not
established in the EEA but which is certified under the CRA Regulation will be disclosed in
the Final Terms. 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 unless (1) the rating is provided by a credit
rating agency operating in the EEA before 7 June 2010 which has submitted an application
for registration in accordance with the CRA Regulation and such registration has not been
refused, or (2) the rating is provided by a credit rating agency not established in the EEA but
is endorsed by a credit rating agency established in the EEA and registered under the CRA
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Regulation or (3) the rating is provided by a credit rating agency not established in the EEA
which is certified under the CRA Regulation.
Non-IFRS Financial Measures
This Base Prospectus contains certain non-IFRS financial measures including the gross
operating profit (EBITDA). For the ACEA Group, EBITDA corresponds to the line item
gross operating profit in the income statement and is calculated by adding the financial
statements' line item "Amortisation, depreciation, provisions and impairment charges" to the
financial statements' line item "Operating profit/(loss)". The Group's EBITDA also includes
the condensed result of equity investments in jointly controlled entities for which the
consolidation method changed when international accounting standards for financial
reporting IFRS10 and IFRS11 came into force from 1 January 2014.
It should be noted that EBITDA is not recognised as a measure of performance or liquidity
under IFRS and should not be recognised as an alternative to operating income or net profit
or any other performance measure derived in accordance with IFRS or any other generally
accepted accounting principles. EBITDA is used by management to monitor the underlying
performance of the business and operations. EBITDA is not indicative of the Group's (as such
term is defined in the "Terms and Conditions of the Notes") historical operating results, nor is
it meant to be predictive of future results. Since all companies do not calculate EBITDA in an
identical manner, the Group's presentation may not be consistent with similar measures used
by other companies. Therefore, undue reliance should not be placed on these data.
Stabilisation
In connection with the issue of any Tranche of Notes, 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 relevant Stabilising Manager(s) (or person(s) acting on behalf of any
Stabilising Manager(s)) in accordance with all applicable laws and rules.


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GENERAL DESCRIPTION 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 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, if
appropriate, or a drawdown prospectus or a new base prospectus 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
22.5(3) of Commission Regulation (EC) No 809/2004 (as amended) implementing the
Prospectus Directive.
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the
Notes" shall have the same meanings in this section.
Issuer:
Acea S.p.A.
Risk Factors:
There are certain factors that may affect the Issuer's ability to
fulfil its obligations under the Notes issued under the
Programme. These are set out under "Risk Factors" below.
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
Joint Arrangers:
Banca IMI S.p.A.
BNP Paribas
UniCredit Bank AG

Dealers:
Banco Bilbao Vizcaya Argentaria, S.A.
Banca IMI S.p.A.
Barclays Bank PLC
BNP Paribas
Crdit Agricole Corporate and Investment Bank
Deutsche Bank AG, London Branch
Goldman Sachs International
Mediobanca Banca Di Credito Finanziario S.p.A.
MPS Capital Services Banca per le Imprese S.p.A.
Morgan Stanley & Co. International plc
Socit Gnrale
UBI Banca S.p.A.
UniCredit Bank AG
and any other Dealers appointed in accordance with the
Dealer Agreement (as defined in "Subscription and Sale"
below).
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Certain Restrictions:
Each issue of Notes denominated in a currency in respect of
which particular laws, guidelines, regulations, restrictions or
reporting requirements apply will only be issued in
circumstances which comply with such laws, guidelines,
regulations, restrictions or reporting requirements from time
to time (see "Subscription and Sale") including the following
restrictions applicable at the date of this Base Prospectus.

Notes having a maturity of less than one year

Where Notes have a maturity of less than one year and either
(a) the issue proceeds are received by the Issuer in the United
Kingdom or (b) the activity of issuing the Notes is carried on
from an establishment maintained by the Issuer in the United
Kingdom, such Notes must: (i) have a minimum redemption
value of 100,000 (or its equivalent in other currencies) and
be issued only to persons whose ordinary activities involve
them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their
businesses or who it is reasonable to expect will acquire, hold,
manage or dispose of investments (as principal or agent) for
the purposes of their businesses; or (ii) be issued in other
circumstances which do not constitute a contravention of
section 19 of the Financial Services and Markets Act 2000 by
the Issuer.
Fiscal Agent and Paying
BNP Paribas Securities Services, Luxembourg Branch
Agent:
Listing Agent:
BNP Paribas Securities Services, Luxembourg Branch
Programme Size:
Up to 1,500,000,000 (or its equivalent in other currencies
calculated as described in the Dealer Agreement) outstanding
at any time. The Issuer may increase the amount of the
Programme in accordance with the terms of the Dealer
Agreement.
Distribution:
Notes may be distributed by way of private or public
placement and in each case on a syndicated or non-syndicated
basis.
Currencies:
Subject to any applicable legal and/or regulatory restrictions,
Notes may be denominated in any currency agreed between
the Issuer and the relevant Dealer and as stated in the
applicable Final Terms.
Maturities:
The Notes will have such maturities as may be agreed
between the Issuer and the relevant Dealer, subject to such
minimum or maximum maturities as may be allowed or
required from time to time by the relevant central bank (or
equivalent body) or any laws or regulations applicable to the
Issuer or the relevant Specified Currency.
Issue Price:
Notes may be issued on a fully-paid basis and at an issue price
which is at par or at a discount to, or premium over, par, as
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specified in the applicable Final Terms.
Form of Notes:
The Notes will be issued in bearer form, as described in
"Form of the Notes" below.
Fixed Rate Notes:
Fixed interest will be payable on such date or dates as may be
agreed between the Issuer and the relevant Dealer and on
redemption and will be calculated on such basis as may be
specified in the applicable Final Terms.
Floating Rate Notes:
Floating Rate Notes will bear interest at a rate determined:

(a)
on the same basis as the floating rate under a notional
interest rate swap transaction in the relevant Specified
Currency governed by an agreement incorporating the
2006 ISDA Definitions (as published by the
International Swaps and Derivatives Association, Inc.,
and as amended and updated as at the Issue Date of the
first Tranche of the Notes of the relevant Series); or

(b)
on the basis of the reference rate set out in the
applicable Final Terms.

The margin (if any) relating to such floating rate will be
agreed between the Issuer and the relevant Dealer for each
Series of Floating Rate Notes.

Floating Rate Notes may also have a maximum interest rate, a
minimum interest rate or both.

Interest on Floating Rate Notes in respect of each Interest
Period, as agreed prior to issue by the Issuer and the relevant
Dealer, will be payable on such Interest Payment Dates, and
will be calculated on such basis as may be specified in the
applicable Final Terms.
Fixed to Floating or
Interest may initially accrue at a fixed rate, and then switch to
Floating to Fixed Rate
a floating rate, or interest may initially accrue at a floating rate
Notes:
and then switch to a fixed rate.
Zero Coupon Notes:
Zero Coupon Notes will be offered and sold at a discount to
their nominal amount and will not bear interest, in each case
as may be agreed between the Issuer and the relevant Dealer
and as specified in the applicable Final Terms.
Redemption:
The applicable Final Terms will indicate either that the
relevant Notes cannot be redeemed prior to their stated
maturity (other than for taxation reasons, upon a Change of
Control or following an Event of Default) or that such Notes
will be redeemable at the option of the Issuer upon giving
notice to the Noteholders and/or at the option of the
Noteholders upon giving notice to the Issuer, on a date or
dates specified prior to such stated maturity and at a price or
prices and on such other terms as may be agreed between the
Issuer and the relevant Dealer. The applicable Final Terms
will also indicate whether the Issuer has a Clean-up Call
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Document Outline