Obligation ACEA S.p.A 1.75% ( XS2001278899 ) en EUR

ACEA S.p.A

93.985 % ▼

Italie

XS2001278899 ( en EUR )

1.75% par an ( paiement annuel )

23/05/2028 - Obligation échue

Prospectus brochure de l'obligation ACEA S.p.A XS2001278899 en EUR 1.75%, échue

L'Obligation émise par ACEA S.p.A ( Italie ) , en EUR, avec le code ISIN XS2001278899, paye un coupon de 1.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 23/05/2028

BASE PROSPECTUS

ACEA S.p.A.
(incorporated with limited liability under the laws of the Republic of Italy)
3,000,000,000
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 2014/65/EU. 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 3,000,000,000 (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.
EU BENCHMARKS REGULATION - Amounts payable under Notes may be calculated by reference to either
the Euro Interbank Offered Rate ("EURIBOR") or the London Interbank Offered Rate ("LIBOR"), as
specified in the relevant Final Terms. As at the date of this Base Prospectus, EURIBOR is provided and
administered by the European Money Markets Institute ("MMI"), and LIBOR is provided and administered
by ICE Benchmark Administration Limited ("ICE"). At the date of this Base Prospectus, ICE is authorised as
a benchmark administrator, and included on, whereas MMI is not included on, the register of administrators
and benchmarks established and maintained by the European Securities and Markets Authority ("ESMA")
pursuant to article 36 of the Benchmark Regulation (Regulation (EU) 2016/1011) (the "BMR").
As far as the Issuer is aware, the transitional provisions in Article 51 of the BMR apply, such that the
administrators of EURIBOR and LIBOR are not currently required to obtain authorisation or registration (or,
if located outside the European Union, recognition, endorsement or equivalence). The transitional provisions
of Article 51 of the BMR apply until 1 January 2020.
Arrangers

Banca IMI
BNP PARIBAS
UniCredit Bank

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

UniCredit Bank

The date of this Base Prospectus is 18 July 2018
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CONTENTS

Page
IMPORTANT NOTICES .......................................................................................................... 4
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................ 9
RISK FACTORS ..................................................................................................................... 15
INFORMATION INCORPORATED BY REFERENCE ....................................................... 39
FINAL TERMS AND DRAWDOWN PROSPECTUSES ..................................................... 41
FORMS OF THE NOTES ....................................................................................................... 42
TERMS AND CONDITIONS OF THE NOTES .................................................................... 48
FORM OF FINAL TERMS ..................................................................................................... 80
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM
......................................................................................................................................... 94
DESCRIPTION OF THE ISSUER .......................................................................................... 96
OVERVIEW FINANCIAL INFORMATION OF THE ISSUER ......................................... 139
REGULATORY .................................................................................................................... 144
TAXATION ........................................................................................................................... 198
SUBSCRIPTION AND SALE .............................................................................................. 211
GENERAL INFORMATION ................................................................................................ 216

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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 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,
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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 to be offered, sold or otherwise made
available to and 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 (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive
2002/92/EC (as amended, the "Insurance Mediation Directive"), 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 (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.
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MIFID II product governance / target market The Final Terms in respect of any Notes
will include a legend entitled "MiFID II Product Governance" which will outline the target
market assessment in respect of the Notes and which channels for distribution of the Notes are
appropriate. Any person subsequently offering, selling or recommending the Notes (a
distributor) should take into consideration the 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 target market assessment) and determining
appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the
MiFID Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID
Product Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in
respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their
respective affiliates will be a manufacturer for the purpose of the MIFID Product Governance
Rules.
Programme limit
The maximum aggregate principal amount of Notes outstanding and guaranteed at any one
time under the Programme will not exceed 3,000,000,000 and for this purpose, any Notes
denominated in another currency shall be translated into euro at the date of the agreement to
issue such Notes (calculated in accordance with the provisions of the Dealer Agreement). 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
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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 Regulation or
(3) the rating is provided by a credit rating agency not established in the EEA which is certified
under the CRA Regulation.
Alternative Performance Measures
This Base Prospectus contains the following alternative performance measure as defined by
the European Securities and Markets Authority's Guidelines on Alternative Performance
Measures (ESMA/2015/1415), ("APM"):
- "gross operating profit (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 a non-IFRS financial measure and 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
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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
Citigroup
Crédit 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
Natixis
Société Générale
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 3,000,000,000 (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
specified in the applicable Final Terms.
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