Obligation Stellanti NV 3.875% ( XS2178833773 ) en EUR

Société émettrice Stellanti NV
Prix sur le marché 100 %  ⇌ 
Pays  Pays-bas
Code ISIN  XS2178833773 ( en EUR )
Coupon 3.875% par an ( paiement annuel )
Echéance 05/01/2026 - Obligation échue



Prospectus brochure de l'obligation Stellantis N.V XS2178833773 en EUR 3.875%, échue


Montant Minimal /
Montant de l'émission /
Description détaillée Stellantis N.V. est un constructeur automobile multinational né de la fusion de Fiat Chrysler Automobiles et de Groupe PSA, opérant dans la conception, la fabrication et la vente de véhicules, ainsi que de pièces et de services automobiles.

L'Obligation émise par Stellanti NV ( Pays-bas ) , en EUR, avec le code ISIN XS2178833773, paye un coupon de 3.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 05/01/2026







APPLICABLE FINAL TERMS
PROHIBITION OF SALES TO EEA AND UK 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") or in the United Kingdom ("UK"). 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 (EU) 2016/97 (as amended, the "Insurance
Distribution 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 (as
amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.

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.

SINGAPORE SFA PRODUCT CLASSIFICATION ­ In connection with Section 309B of the Securities and Futures
Act (Chapter 289) of Singapore, as modified or amended from time to time (the "SFA") and the Securities and Futures
(Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), the Issuer has determined,
and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are prescribed capital
markets products (as defined in the CMP Regulations 2018) and are Excluded Investment Products (as defined in MAS
Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products.

1 July 2020
FIAT CHRYSLER AUTOMOBILES N.V.

Fiat Chrysler Automobiles N.V. LEI : 549300LKT9PW7ZIBDF31

Issue of 1,250,000,000 3.875 per cent. Notes due 5 January 2026 (the "Notes")
under the 20,000,000,000
Euro Medium Term Note Programme
PART A ­ CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base
Prospectus dated 27 March 2020 and the supplements dated 15 May 2020, 22 May 2020 and 30 June 2020 (the "Base
Prospectus") which constitutes a base prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus
Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of the
Prospectus Regulation and must be read in conjunction with such Base Prospectus in order to obtain all the relevant
information. The Base Prospectus and these Final Terms are available for viewing at https://www.fcagroup.com/en-
US/investors/bond_info_and_credit_rating/emtn_programme/Pages/default.aspx and copies may be obtained from the
Issuer at its principal executive and registered offices. FCA's website, as well as its content (except for any documents
available at the links referred to in the Base Prospectus to the extent incorporated by reference therein) does not form
part of the Base Prospectus or of these Final Terms.

1.
(i)
Issuer:
Fiat Chrysler Automobiles N.V.

(ii)
Guarantor:
Not Applicable

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2.
(i)
Series Number:
145CG

(ii)
Tranche Number:
1

(iii)
Date on which the Notes will be
Not Applicable
consolidated and form a single Series:
3.
Specified Currency or Currencies:
Euro ()
4.
Aggregate Nominal Amount:


(i)
Series:
1,250,000,000

(ii)
Tranche:
1,250,000,000
5.
Issue Price:
100 per cent. of the Aggregate Nominal Amount
6.
(i)
Specified Denominations:
100,000 and integral multiples of 1,000 in excess thereof up
to and including 199,000. No Notes in definitive form will be
issued with a denomination above 199,000

(ii)
Calculation Amount for Notes in
1,000
definitive form (in relation to calculation of
interest for Notes in global form - see
Conditions):
7.
(i)
Issue Date:
7 July 2020

(ii)
Interest Commencement Date:
Issue Date
8.
Maturity Date:
5 January 2026
9.
Interest Basis:
3.875 per cent. Fixed Rate
(see paragraph 16 below)
10.
Redemption/Payment Basis:
Subject to any purchase and cancellation or early redemption,
the Notes will be redeemed on the Maturity Date at 100 per
cent. of their nominal amount.
11.
Change of Interest Basis:
Not Applicable
12.
Alternative Currency Equivalent:
Not Applicable
13.
Put/Call Options:
Issuer Call
Issuer Maturity Par Call

(see paragraphs 19 and 20 below)
14.
Date board of directors' approval for
19 December 2018
issuance of Notes

15.
Method of distribution:
Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16.
Fixed Rate Note Provisions:
Applicable

(i)
Rate(s) of Interest:
3.875 per cent. per annum payable annually in arrear

(ii)
Interest Payment Date(s):
5 January in each year up to and including the Maturity Date,
commencing on 5 January 2021. There will an initial short
interest period from and including the Interest
Commencement Date to, but excluding, 5 January 2021 (the
"First Interest Period")

(iii)
Fixed Coupon Amount(s) for Notes
38.75 per Calculation Amount, provided that, in relation to
in definitive form (and in relation to
the First Interest Period, the Fixed Coupon Amount shall be
Notes in global form - see
equal to the Broken Amount
Conditions):


(iv)
Broken Amount(s) for Notes in
19.27 per Calculation Amount payable on the Interest

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definitive form (and in relation to
Payment Date falling on 5 January 2021
Notes in global form - see
Conditions):

(v)
Day Count Fraction:
Actual/Actual (ICMA)

(vi)
Determination Date(s):
5 January in each year
17.
Floating Rate Note Provisions:
Not Applicable
18.
Zero Coupon Note Provisions:
Not Applicable

PROVISIONS RELATING TO REDEMPTION
19.
Issuer Call:
Applicable

(i)
Optional Redemption Date(s):
Any Business Day prior to the Maturity Date

(ii)
Optional Redemption Amount:
As set out in Condition 6(c)

(iii)
If redeemable in part:


(a) Minimum Redemption
0
Amount:

(b) Maximum Redemption
1,250,000,000
Amount:
20.
Issuer Maturity Par Call
Applicable

Notice periods (if other than as set out in the
Not Applicable
Conditions)
21.
Investor Put:
Not Applicable
22.
Final Redemption Amount:
1,000 per Calculation Amount
23.
Early Redemption Amount of each note
1,000 per Calculation Amount
payable on redemption for taxation reasons or
on event of default:

GENERAL PROVISIONS APPLICABLE TO THE NOTES
24.
Form of Notes:
Temporary Global Note exchangeable for a Permanent Global
Note which is exchangeable for definitive Notes only upon an
Exchange Event
25.
New Global Note:
Yes
26.
Additional Financial Centre(s):
Not Applicable
27.
Talons for future Coupons to be attached to
No
definitive Notes (and dates on which such
Talons mature):

LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required for issue and admission to trading on the regulated market of
Euronext Dublin of the Notes described herein pursuant to the 20,000,000,000 Euro Medium Term Note Programme
of Fiat Chrysler Finance Europe société en nom collectif acting through its UK Branch as Issuer and Fiat Chrysler
Automobiles N.V. as Issuer and Guarantor.

RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed by Ferrante Zileri Dal Verme

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on 01/07/2020 08:21:25 CEST





Signed by Ferrante Zileri Dal Verme
on 01/07/2020 08:21:26 CEST
Signed on behalf of the Issuer:

By: ..........................................

Duly authorised


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PART B ­ OTHER INFORMATION
1.
LISTING AND ADMISSION TO TRADING
(i)
Listing:
Irish Stock Exchange plc trading as Euronext Dublin
(ii)
Admission to trading:
Application has been made to Euronext Dublin for the Notes
to be admitted to the Official List and trading on its regulated
market with effect from 7 July 2020.
(iii)
Estimate of total expenses 1,000
related to admission to trading:
2.
RATINGS
Ratings:
The Notes to be issued are expected to be rated:

S&P:
BB+
Moody's
Ba2
Fitch
BBB-
DBRS
BBB Low

Each of S&P Global Ratings Europe Limited ("S&P"),
Moody's Deutschland GmbH ("Moody's"), Fitch Ratings
España S.A.U. ("Fitch") and DBRS Ratings Limited
("DBRS") is established in the European Union and/or the UK
and is registered under Regulation (EC) No. 1060/2009/EC (as
amended, the "CRA Regulation"), and is included in the list of
registered and certified credit ratings agencies published on
the website of the European Securities and Markets Authority
("ESMA") in accordance with the CRA Regulation. The
ESMA's website and its content do not form part of the Base
Prospectus or of these Final Terms.
In general, and subject to certain exceptions, European
regulated investors are restricted from using a credit rating for
regulatory purposes if such credit rating is not issued by a
credit rating agency established in the European Union and
registered under the CRA Regulation.
Subject to the fulfilment of the conditions set out in Article
4(3) of the CRA Regulation, a credit rating agency established
in the European Union and registered in accordance with the
CRA Regulation (an "EU CRA") may endorse (for regulatory
purposes in the European Union) credit ratings issued outside
the European Union where (i) the credit rating activities
resulting in the issuing of the credit rating are undertaken in
whole or in part by a credit rating agency or credit rating
agencies belonging to the same group (a "non-EU CRA"); and
(ii) the EU CRA has verified and is able to demonstrate on an
on-going basis to ESMA that the conduct of the credit rating
activities by the non-EU CRA resulting in the issuing of the
credit rating to be endorsed fulfils requirements which are "at
least as stringent as" the requirements of the CRA Regulation.
In addition, subject to the fulfilment of the conditions set out
in Article 5 and elsewhere in the CRA Regulation, credit
ratings that are related to entities established or financial
instruments issued in countries outside the European Union
and that are issued by a credit rating agency established in a
country outside the European Union may only be used for
regulatory purposes within the European Union without being
endorsed under Article 4(3) of the CRA Regulation if
(amongst other requirements) the European Commission has
adopted an equivalence decision in accordance with Article
5(6) of the CRA Regulation, recognising the legal and

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supervisory framework of the relevant country as equivalent to
the requirements of the CRA Regulation.

3.
REASONS FOR THE OFFER AND ESTIMATED NET PROCEEDS
Reasons for the offer:
See "Use of Proceeds" in the Base Prospectus
Estimated net proceeds:
1,231,250,000

4.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the issue of the
Notes has an interest material to the offer. The Managers and their affiliates have engaged, and may in the future
engage, in investment banking and/or commercial banking transactions with, and may perform other services for,
the Issuer and its affiliates in the ordinary course of business. On March 25, 2020, the Issuer and certain of its
subsidiaries entered into documentation with a group of lenders establishing a credit facility of 3,500,000,000 (the
"Credit Facility"). The Managers and/or their affiliates serve as lenders under the Credit Facility (which was
syndicated on April 14, 2020). The amount available for borrowings under the Credit Facility will be reduced by
the amount of the net proceeds from the Notes. As of the date of these Final Terms, the amount available for
borrowings under the Credit Facility was 3.5 billion and no borrowings were outstanding under the Credit
Facility.

5.
YIELD (Fixed Rate Notes only)
Indication of yield:
3.879 per cent.

The yield is calculated at the Issue Date on the basis of the
Issue Price. It is not an indication of future yield.
6.
DISTRIBUTION
(i)
If syndicated, name of
Banca IMI S.p.A.
Managers:
Barclays Bank PLC
BNP Paribas
Citigroup Global Markets Limited
Commerzbank Aktiengesellschaft
Crédit Agricole Corporate and Investment Bank
Credit Suisse Securities (Europe) Limited
Goldman Sachs International
Merrill Lynch International
RBC Europe Limited
Société Générale
UBS AG London Branch
UniCredit Bank AG
(ii)
Stabilising Manager(s) (if any):
Goldman Sachs International
(iii)
If non-syndicated, name of
Not Applicable
relevant Dealer:
(iv)
U.S. selling restrictions:
Reg. S Compliance Category: 2

TEFRA D

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(v)
Prohibition of Sales to EEA and
Applicable
UK Retail Investors:
(vi)
Prohibition of Sales to Belgian
Applicable
Consumers:
7.
OPERATIONAL INFORMATION
(i)
ISIN Code:
XS2178833773
(ii)
Common Code:
217883377
(iii)
CMU Instrument Number:
Not Applicable
(iv)
CFI:
DTFNFB, as updated, as set out on the website of the
Association of National Numbering Agencies (ANNA) or
alternatively sourced from the responsible National
Numbering Agency that assigned the ISIN
(v)
FISN:
FIAT CHRYSLER A/1EMTN 20251125,as updated, as set
out on the website of the Association of National Numbering
Agencies (ANNA) or alternatively sourced from the
responsible National Numbering Agency that assigned the
ISIN
(vi)
Any clearing system(s) other
Not Applicable
than Euroclear Bank S.A./N.V.
and Clearstream Banking, S.A.
and the relevant identification
number(s):
(vii)
Delivery:
Delivery against payment
(viii)
Names and addresses of Paying
Citibank N.A., London Branch
Agent(s):
Citigroup Centre
Canada Square
Canary Wharf
London E14 5JB
United Kingdom

Citibank Europe PLC
1 North Wall Quay
Dublin 1
Ireland

(ix)
Names and addresses of
Not Applicable
additional Paying Agent(s), if
any:
(x)
Intended to be held in a manner
Yes. Note that the designation "yes" simply means that the
which would allow Eurosystem
Notes are intended upon issue to be deposited with Euroclear
eligibility:
or Clearstream as common safekeeper and does not
necessarily mean that the Notes will be recognised as eligible
collateral for Eurosystem monetary policy and intra- day
credit operations by the Eurosystem either upon issue or at
any or all times during their life. Such recognition will depend
upon the ECB being satisfied that Eurosystem eligibility
criteria have been met.


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Document Outline