Obligation Acquirere Unica S.p.A. 2.8% ( XS1953929608 ) en EUR

Acquirere Unica S.p.A.

100 % ▲

Italie

XS1953929608 ( en EUR )

2.8% par an ( paiement annuel )

20/02/2026 - Obligation échue

Prospectus brochure de l'obligation Acquirente Unico S.p.A XS1953929608 en EUR 2.8%, échue

Acquirente Unico S.p.A. est une société italienne gérant l'acquisition d'énergie pour les clients de marché libre en Italie, facilitant la transition vers un marché énergétique plus concurrentiel.

L'Obligation émise par Acquirere Unica S.p.A. ( Italie ) , en EUR, avec le code ISIN XS1953929608, paye un coupon de 2.8% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 20/02/2026

LISTING PARTICULARS DATED 15 FEBRUARY 2019

Acquirente Unico S.p.A.
500,000,000 2.80 per cent. Notes due 20 February 2026
Issue Price: 99.506 per cent.
The 500,000,000 2.80 per cent. Notes due 20 February 2026 (the Notes) of Acquirente Unico S.p.A. (the Issuer or Acquirente Unico) will
be issued on 20 February 2019 (the Issue Date).
The Notes and Coupons (as defined in the Terms and Conditions of the Notes (the Conditions)) are direct, unconditional and (subject to the
provisions of Condition 3 (Negative Pledge)) unsecured obligations of the Issuer and rank pari passu, without any preference among
themselves and (subject as provided above) with all other outstanding unsecured and unsubordinated obligations of the Issuer, present and
future, but, in the event of insolvency, only to the extent permitted by applicable laws relating to creditors' rights, as set out and defined in
the "Terms and Conditions of the Notes Status".
Unless previously redeemed or repurchased and cancelled in accordance with the Conditions and subject as set out in Condition 5, the Notes
will bear interest on their principal amount from (and including) the Issue Date at the rate of 2.80 per cent. per annum, payable, subject as
provided in the Conditions, annually in arrear on 20 February in each year (each an Interest Payment Date). The first payment (representing
a full year's interest) will be made on 20 February 2020.
Unless previously redeemed by the Issuer as provided below, the Notes will be redeemed on 20 February 2026 at their principal amount. The
Notes are subject to redemption in whole, but not in part, at their principal amount, together with accrued interest, at the option of the Issuer
at any time in the event of certain changes affecting taxes. In addition, Noteholders may be entitled to require the Issuer to redeem their
Notes upon the occurrence of a Change of Control as described in Condition 7.3.
Application has been made to the Luxembourg Stock Exchange for the Notes to be admitted to the official list (the Official List) and
admitted to trading on the Euro MTF Market. The Euro MTF Market is not a regulated market for the purposes of Directive 2014/65/EU (as
amended, MIFID II). These Listing Particulars constitute a prospectus under the Luxembourg Law of 10 July 2005 on Prospectuses for
Securities, as amended (the Luxembourg Prospectus Law) but are not a prospectus published in accordance with the requirements of the
Prospectus Directive 2003/71/EC, as amended. References in these Listing Particulars to the Notes being listed (and all related references)
shall be read as references to the Notes having been admitted to the Official List and to trading on the Euro MTF Market.
These Listing Particulars are available on the Luxembourg Stock Exchange's website (www.bourse.lu), together with the documents
incorporated by reference herein. See "Documents Incorporated by Reference".
The Notes will initially be in the form of a temporary global note (the Temporary Global Note), which will be deposited on or about the
Issue Date with a common safekeeper for Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, S.A. (Clearstream,
Luxembourg). The Temporary Global Note will be exchangeable, in whole or in part, for interests in a permanent global note (the
Permanent Global Note) not earlier than 40 days after the Issue Date upon certification as to non-U.S. beneficial ownership. Interest
payments in respect of the Notes cannot be collected without such certification of non-U.S. beneficial ownership. The Permanent Global
Note will be exchangeable in certain limited circumstances in whole, but not in part, for Notes in definitive form. See "Summary of
Provisions relating to the Notes while Represented by the Global Notes".
The Notes are expected to be rated BBB by S&P Global Ratings Europe Limited (S&P), which is established in the European Union and
registered under Regulation (EC) No. 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating
agencies as amended (the CRA Regulation) and included in the list of credit rating agencies registered in accordance with the CRA
Regulation published on the European Securities and Markets Authority's website (www.esma.europea.eu/page/List-registered-and-
certified-CRAs) as of the date of these Listing Particulars. A rating is not a recommendation to buy, sell or hold securities and may be subject
to revision, suspension, change or withdrawal at any time by the assigning rating agency.
Prospective investors should have regard to the risk factors described under the section headed "Risk Factors" in these Listing
Particulars, in connection with any investment in the Notes.

Joint Lead Managers
Banca IMI
BNP PARIBAS

J.P. Morgan
Société Générale Corporate & Investment Banking

The Issuer accepts responsibility for the information contained in these Listing Particulars. To the best of
the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case) the
information contained in these Listing Particulars is in accordance with the facts and does not omit anything
likely to affect the import of such information.
These Listing Particulars are to be read in conjunction with all documents which are incorporated in them by
reference (see "Documents Incorporated by Reference") and which form part of these Listing Particulars.
Save for the Issuer, no other party has separately verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by Banca IMI S.p.A., BNP Paribas, J.P. Morgan Securities plc and Société Générale (together, the
Joint Lead Managers) as to the accuracy or completeness of the information contained or incorporated in
these Listing Particulars or any other information provided by the Issuer in connection with the offering of
the Notes. The Joint Lead Managers do not accept any liability in relation to the information contained or
incorporated by reference in these Listing Particulars or any other information provided by the Issuer in
connection with the offering of the Notes or their distribution.
To the fullest extent permitted by law, none of the Joint Lead Managers or the Société Générale Bank and
Trust, as fiscal agent (the Fiscal Agent) accepts any responsibility for the contents of these Listing
Particulars or for any other statements made or purported to be made by any Joint Lead Manager or on their
behalf in connection with the Issuer or the issue and offering of any Notes. Each of the Joint Lead Managers
and the Fiscal Agent accordingly disclaims all and any liability whether arising in tort or contract or
otherwise which it might otherwise have in respect of these Listing Particulars or any such statement.
No person is or has been authorised by the Issuer to give any information or to make any representation not
contained in or not consistent with these Listing Particulars or any other information supplied in connection
with the offering of the Notes and, if given or made, such information or representation must not be relied
upon as having been authorised by the Issuer or any Joint Lead Manager.
Neither these Listing Particulars nor any other information supplied in connection with the offering of the
Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuer or any Joint Lead Manager that any recipient of these Listing Particulars or
any other information supplied in connection with the offering of the Notes should purchase any Notes.
Each investor contemplating purchasing any Notes should make its own independent investigation of the
business, financial condition, results of operations and general affairs of the Issuer, and its own appraisal of
the Issuer's creditworthiness. Neither these Listing Particulars nor any other information supplied in
connection with the offering of the Notes constitutes an offer or invitation by or on behalf of the Issuer or
any Joint Lead Manager to any person to subscribe for or to purchase any Notes.
Neither the delivery of these Listing Particulars nor the offering, sale or delivery of the Notes shall in any
circumstances imply that the information contained herein concerning the Issuer is correct at any time
subsequent to the date hereof or that any other information supplied in connection with the offering of the
Notes is correct as of any time subsequent to the date indicated in the document containing the same. The
Joint Lead Managers expressly do not undertake to review the financial condition or affairs of the Issuer or
to advise any investor in the Notes of any information coming to their attention. In addition, the Issuer is
under no obligation to update the information contained in these Listing Particulars after their initial
distribution and admission to trading and, save as required by applicable laws or regulations or the rules of
any relevant stock exchange, or under the terms and conditions relating to the Notes, the Issuer will not
provide any post-issuance information to investors.
These Listing Particulars do not constitute an offer to sell or the solicitation of an offer to buy the Notes in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.
The distribution of these Listing Particulars and the offer or sale of Notes may be restricted by law in certain
jurisdictions. None of the Issuer or the Joint Lead Managers represents that these Listing Particulars may be
lawfully distributed, or that the 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 assumes any responsibility for facilitating any such distribution or offering. In particular, no action has
2

been taken by the Issuer or the Joint Lead Managers which would permit a public offering of the Notes or
the distribution of these Listing Particulars in any jurisdiction where action for that purpose is required.
Accordingly, no Notes may be offered or sold, directly or indirectly, and neither these Listing Particulars 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 these Listing Particulars or any Notes may come must inform themselves about, and
observe, any such restrictions on the distribution of these Listing Particulars and the offering and sale of
Notes.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the Securities Act) and are subject to U.S. tax law requirements. Subject to certain exceptions,
the Notes may not be offered, sold or delivered within the United States or to U.S. persons as defined in
Regulation S under the Securities Act. There are further restrictions on the distribution of these Listing
Particulars and the offer or sale of Notes in the United States, the United Kingdom and the Republic of Italy.
For a further description of those restrictions, see "Subscription and Sale" below.
In these Listing Particulars, all references in this document to euro and refer to the currency introduced at
the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the
European Community, as amended.
The language of these Listing Particulars 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 these Listing Particulars have been subject to rounding and 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.
STABILISATION
In connection with the issue of the Notes, J.P. Morgan Securities plc (the Stabilisation Manager) (or any
persons acting on behalf of the Stabilisation Manager) 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 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 Notes and 60 days
after the date of the allotment of the Notes. Any stabilisation action or over-allotment must be conducted by
the relevant Stabilisation Manager (or persons acting on behalf of any Stabilisation Manager) in accordance
with all applicable laws and rules.
FORWARD-LOOKING STATEMENTS
These Listing Particulars (including the documents incorporated by reference in these Listing Particulars)
contain certain statements that are, or may be deemed to be, forward-looking, including statements with
respect to the business strategies of the Issuer, expansion of operations, trends in its business, information on
technological and regulatory changes and information on exchange rate risk and generally includes all
statements preceded by, followed by or that include the words "believe", "expect", "project", "anticipate",
"seek", "estimate" "aim", "intend", "plan", "continue" or similar expressions. By their nature, forward-
looking statements involve known and unknown risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future. Such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties, and actual results may differ materially
from those in the forward-looking statements as a result of various factors. Potential investors are cautioned
not to place undue reliance on forward-looking statements, which are made only as at the date of these
Listing Particulars.
The Issuer does not intend, and does not assume any obligation, to update forward-looking statements set out
in these Listing Particulars. Many factors may cause the Issuer's results of operations, financial condition
3

and liquidity and the development of the industries in which they operate to differ materially from those
expressed or implied by the forward-looking statements contained in these Listing Particulars.
The risks described under "Risk Factors" in these Listing Particulars are not exhaustive. Other sections of
these Listing Particulars describe additional factors that could adversely affect the Issuer's results of
operations, financial condition and liquidity, and the development of the industries in which they operate.
New risks can emerge from time to time, and it is not possible for the Issuer to predict all such risks, nor can
the Issuer assess the impact of all such risks on their business or the extent to which any risks, or
combination of risks and other factors, may cause actual results to differ materially from those contained in
any forward-looking statements. Given these risks and uncertainties, investors should not rely on forward-
looking statements as a prediction of actual results.
SUITABILITY OF INVESTMENT
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must
determine the suitability of that investment in light of its own circumstances. In particular, each potential
investor may wish to consider, either on its own or with the help of its financial and other professional
advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained or incorporated by reference in
these Listing Particulars or any applicable supplement;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes where the currency for principal or interest payments is different from the potential
investor's currency;
(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of financial
markets; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its
investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of certain
investors are subject to investment laws and regulations, or review or regulation by certain authorities. Each
potential investor should consult its legal advisers to determine whether and to what extent (1) Notes are
legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other
restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal
advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable
risk-based capital or similar rules.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY
TARGET MARKET - Solely for the purposes of each manufacturer's product approval process, the target
market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is
eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for
distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the
manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
4

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 MiFID II; or (ii) a customer
within the meaning of Directive 2002/92/EC (as amended or superseded, the IMD), where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently
no key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs
Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the
EEA 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.
5

TABLE OF CONTENTS
Section
Page

Risk Factors ............................................................................................................................................ 7
Documents Incorporated by Reference ................................................................................................ 21
Terms and Conditions of the Notes ...................................................................................................... 22
Summary of Provisions relating to the Notes while Represented by the Global Notes ....................... 38
Use of Proceeds .................................................................................................................................... 41
Description of the Issuer ....................................................................................................................... 42
Summary Financial Information of the Issuer ...................................................................................... 57
Taxation ................................................................................................................................................ 68
Subscription and Sale ........................................................................................................................... 75
General Information ............................................................................................................................. 77

6

RISK FACTORS

The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes.
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 the Notes are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the
Notes, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with the
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 in a position 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.
Prospective investors should also read the detailed information set out elsewhere in these Listing Particulars
(including the information incorporated by reference therein) and consider carefully whether an investment
in the Notes is suitable for them in the light of the information in these Listing Particulars and their personal
circumstances, based upon their own judgment and upon advice from such financial, accounting, legal, tax
and other professional advisers as they deem necessary.
Words and expressions defined in "Terms and Conditions of the Notes" or elsewhere in these Listing
Particulars have the same meaning in this section. Prospective investors should read the whole of these
Listing Particulars, including the information incorporated by reference.
FACTORS THAT MAY AFFECT THE ISSUER'S ABILITY TO FULFIL ITS OBLIGATIONS
UNDER THE NOTES
Risks relating to the Issuer's sources of income
The Issuer's role as Italian Central Stockholding Entity (OCSIT) represents one of its principal activities.
The main source of income for the OCSIT operating unit is the contribution (the OCSIT Contribution)
levied on oil and petroleum product operators that are under an obligation to maintain emergency stocks of
crude oil and/or petroleum products under legislation in Italy. The contribution is calculated every year
jointly by the Ministry of Economic Development (the MED) and the Ministry of the Economy and Finance
(MEF) in accordance with a mechanism involving advance payments normally falling due in the autumn,
with subsequent adjustments at the end of each so-called "stock year" (anno scorta), which runs from 1
April to 31 March. The OCSIT Contribution is designed to ensure that OCSIT is operated on a balanced
budget with full recovery of all costs and, accordingly, the Issuer's ability to recover these amounts from
petroleum industry operators is essential to maintaining its financial stability and avoiding any loss-making
operations.
The risk of non-payment of the OCSIT Contribution is in the Issuer's view limited, as the obligation of each
contributor to pay is joint and several, and penalties are provided for by law in the event of non-payment.
However, failure by some or all operators to pay contributions cannot be ruled out. In addition, the
mechanism has an element of concentration risk, as a limited number of distributors account for a significant
portion of the overall amount payable to the Issuer, such as Eni, Esso, Q8 and API, which together accounted
for over 70% of the total for the year ended 31 December 2017. Accordingly, any non-payment, even by a
limited number of operators, could have a material adverse effect on the Issuer's business, financial
condition and results of operations.
Similar arrangements for balanced budgeting are in force in relation to the operation of the Issuer's enhanced
protection service for consumers (servizio di maggior tutela or EPS), with market operators required to
make up any shortfall in the budget (as approved by the regulator) and, in this case, there is a significantly
7

greater concentration risk compared to OCSIT, as the bulk of the payments comes from a single operator,
namely Enel.
See also "Risks relating to suppliers" below.
The Issuer's status as a government entity
The Issuer is a company limited by shares established pursuant to Italian Legislative Decree No. 79 of 16
March 1999 (Decree 79/1999) and is publicly owned by the MEF, indirectly through its sole shareholder
Gestore dei Servizi Energetici - GSE S.p.A. (GSE). In addition, the Issuer's OCSIT operations are subject to
close supervision by the MED, which plays a crucial role in the decision-making process. For example, the
MED determines the volume of strategic stocks for specified petroleum products that the Issuer must hold
from year to year (Specific Stocks) and, jointly with the MEF, also establishes the amount of the OCSIT
Contribution. As a result, in comparison to many other Italian corporate issuers of international debt
securities, AU's operations depend to a significant extent on the government entities that supervise it. Any
decisions taken by those entities may be influenced by wider political considerations than those directly
concerning the Issuer and, in any event, there can be no assurance that those entities will at all times take the
timely and effective action required to ensure that the Issuer's business is carried on efficiently and
effectively.
The Issuer's obligations are not guaranteed by the Italian government
Notwithstanding the close links between the Issuer and the Italian government described in "The Issuer's
status as a government entity" above, the Issuer is a separate legal person incorporated under Italian law as a
company limited by shares (società per azioni) and, strictly speaking, the government is under no legal
obligation to meet any of the Issuer's financial or other obligations to Noteholders. It is true that the legal
framework that created the Issuer and governs its operations gives some reassurance to creditors, as it
provides for the "recovery of costs" principle, which means that the Issuer must run its business on a
balanced budget and is not lawfully permitted to make a loss. Nevertheless, no assurance is given that the
current framework will be maintained throughout the life of the Notes or that the Italian government will at
any time be under an obligation, directly or otherwise, to ensure that any of the Issuer's creditors will be
paid.
Change of control
A key feature of the Issuer is its close links with the Italian government and the critical role the government
plays in the formulation of its strategy and in enabling it to run on a balanced budget, all of which is
currently safeguarded by a specific legislative framework. If the Italian government chose to dispose of its
controlling shareholding in Acquirente Unico (currently held indirectly through GSE), the Issuer might cease
to be entrusted with the operations currently assigned to it by the Italian Government or it could be required
to share the assignment of those operations with other entities and/or in-house government bodies.
Alternatively, the terms on which such operations are assigned to the Issuer could be changed significantly.
All of the above circumstances could have an adverse effect on the Group's business, financial condition and
results of operations.
Risks related to the political and statutory framework of the Issuer
The Issuer's regulatory framework and status is set out under miscellaneous laws, regulations and decrees.
This includes key aspects of the Issuer's financial stability and business, such as the amount of the OCSIT
Contribution and how it is calculated. Changes to the regulatory framework require a legal or regulatory
intervention of at least the same level as the relevant rule to be amended: a law approved by parliament, for
example, can normally only be modified by another law. Although this mechanism allows for a certain level
of stability in the Issuer's operations, it could in some circumstances be inflexible and unwieldy, preventing
the Issuer from taking prompt action when needed and requiring it to wait for the relevant government entity
to act.
8

In addition, any change to the Issuer's regulatory framework or status could have a material impact on its
business, financial condition and/or results of operations. Although, in the Issuer's opinion, the Italian
government has no interest in weakening its position, there can be no assurance that the Issuer's current
regulatory framework or status will remain unaltered for the foreseeable future or that any future alteration
will be favourable or neutral from the Issuer's standpoint.
Risks relating to the Issuer's strategy
As at the date of these Listing Particulars, the acquisition of Specific Stocks by the Issuer's OCSIT operating
unit is still in its ramp-up stage and a key feature of the Issuer's strategy is its plan to increase them
significantly over the next few years. Since the stock year commencing 1 April 2015, the MED has already
provided for an acceleration in the number of days' worth of supplies in a crisis scenario (Stock Days or
giorni scorte) to be purchased, adding additional Stock Days (representing approximately 100,000 tonnes of
Specific Stocks) to the number of days previously envisaged. For the period up to 2023, the Issuer's aim is to
increase Specific Stocks from their current level, representing 12 days' worth of supplies, to a level
representing 30 days, equivalent to more than 3 million tonnes.
In order to reach this target, the Issuer intends to implement a significant investment plan for the acquisition
of the relevant petroleum products, the achievement of which is based on a number of assumptions regarding
the amounts paid to purchase the stocks, the cost of financing those acquisitions and other financial
projections relating to the Issuer's operations. These assumptions depend partly on future events and actions
that will not necessarily take place and which the Issuer can only influence in part or which depend
substantially on matters beyond its control. Forecasts and other assumptions as to future events and actions
are by their nature subjective and affected by uncertainty and differences between expected and actual
outcomes, such as the actual macroeconomic environment and market conditions, as well as the future
development of legislation and regulations. As a result, there is no assurance that the Issuer will be able to
achieve its strategic aims and any failure to do so could have an adverse effect on the business, financial
condition and results of operations of the Issuer.
Risks relating to enforcement against the Issuer's assets
As a company established by ad hoc legislation, the Issuer has certain features which are different from
those typically found in corporate entities and which significantly limit the rights of creditors, including
holders of the Notes. In particular, the Issuer enjoys immunity from execution and other enforcement
measures by creditors in respect of its Specific Stocks, which represent its principal fixed asset.
Risks relating to suppliers
The Issuer engages in its key transactions with a limited number of suppliers. In relation to its OCSIT
operations, its key transactions involve (i) the initial purchase of petroleum products so as to build up its
stocks and (ii) the storage of those stocks. For both purchases and storage of stocks, the Issuer's suppliers are
represented by a limited number of operators, all of them being companies involved in the distribution of
petroleum products. Although contracts are awarded following a tender process in compliance with public
contracts legislation and designed to ensure that the process is competitive, it remains the case that many
pivotal aspects of the Issuer's operations depend on performance of contracts by a limited number of
counterparties.
In addition, in relation to Acquirente Unico's operations comprising the EPS, the Issuer relies principally on
its sister company, Gestore dei Mercati Energetici S.p.A. (GME), for the supply of electricity.
A small number of suppliers of petroleum products and/or storage facilities could affect the Issuer's ability
to obtain and store Specific Stocks at favourable prices. Similarly, a limited choice of suppliers could
magnify the impact of poor performance by those suppliers or any situation in which they are in financial
difficulty. For example, inadequate performance by suppliers of petroleum products and difficulties in
replacing them could generate inefficiencies or delays in the purchase process and increase costs. In addition,
many of these key suppliers are the same companies that are responsible for paying the OCSIT Contribution
(see "Risks relating to the Issuer's sources of income" above) and, as result, any financial or other
9

difficulties suffered by them could have a knock-on effect on the Issuer's operations and finances, which
could be particularly detrimental in the context of a domestic or international crisis affecting the oil industry
generally. Any significant breach by one or more key suppliers of their obligations could have a material
adverse effect on the Issuer's business, financial condition and results of operations.
Liquidity and interest rate risk
The Issuer is exposed to the risk of interest rate fluctuations, in particular arising under its financial
indebtedness, which may affect cash flows, depending on the fixed or floating interest rate structure in place.
As at the date of these Listing Particulars, the Issuer is not a party to any swaps or other hedging agreements
designed to minimise any losses arising from interest rate fluctuation. As a result, any significant fluctuations
in interest rates could adversely affect the Issuer's business, financial condition and results of operations. In
addition, to the extent that the Issuer enters into hedging agreements in the future, there is no assurance that
they will successfully mitigate losses.
The Issuer is also exposed to the risk of liquidity difficulties due to adverse situations in the debt market,
which may prevent the Issuer from borrowing on favourable terms or at all and could then affect its ability to
obtain the financing required to carry on its business and to meet its payment obligations. The inability to
ensure sufficient liquidity could therefore have a material adverse effect on the Issuer's business, financial
condition and results of operations.
Risk of fluctuations in oil price and of an oil crisis
As at 31 December 2017, petroleum product stocks represented 98% of the Issuer's total fixed assets and
37% of its total assets. As they are booked at acquisition cost, a decrease in the market price of petroleum
products would have a direct effect on the market value of the assets of the Issuer. In addition, in the case of
a national or international crisis involving a supply disruption, the Issuer could be required to activate the
process for which OCSIT was originally formed, namely to release its stocks for consumption through the
national distribution system so as to guarantee the supply of retail petroleum products. Although the
legislation currently requires sales of stocks to be made through competitive sale procedures, the Issuer may
be forced to sell a substantial part or even all of its own stocks at a loss. At present, although Obliged
Persons (as defined in the section entitled "Description of the Issuer") are required to cover any such loss,
the Issuer has no hedging arrangements in force to offset the risk relating to fluctuations in the prices of
petroleum products and, accordingly, any significant fluctuations could have a material adverse effect on the
Issuer's business, financial condition and results of operations.
Exchange rate risk
Currently, all transactions of the Issuer are conducted in Euro. The Issuer is therefore currently not exposed
to exchange rate risk. However, as the international market for crude oil and petroleum products is
conducted in USD, while the Issuer's stocks are valued in Euro, a change in the USD/Euro exchange rate
may indirectly affect the Issuer's revenues and financial position. See also "Risk of fluctuations in oil price
and of an oil crisis" above.
Operating risk
The Issuer is exposed to many types of operating risks arising from inadequate or failed internal processes,
or from personnel and systems, or from external events. Operational risk also includes all legal risks. The
main operating risks may derive from internal fraud, external fraud, employment practices, clients and
products, damage to physical assets, business disruption and system failure, and execution and process
management, as well as risks relating to the Issuer's IT system (see also "Risks relating to information
technology and cyber-security"). Although the Issuer's systems and processes are designed to ensure that the
operational risks associated with the Issuer's activities are appropriately monitored, any failure or weakness
in these systems could adversely affect the Issuer's business, financial condition and results of operations.

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