Bond AgriCredit Italia S.p.A 1.75% ( IT0005319949 ) in EUR

Issuer AgriCredit Italia S.p.A
Market price 100 %  ▲ 
Country  Italy
ISIN code  IT0005319949 ( in EUR )
Interest rate 1.75% per year ( payment 1 time a year)
Maturity 15/01/2038 - Bond has expired



Prospectus brochure of the bond Credit Agricole Italia S.p.A IT0005319949 in EUR 1.75%, expired


Minimal amount /
Total amount /
Detailed description Crédit Agricole Italia S.p.A. is a major Italian banking group, a subsidiary of Crédit Agricole S.A., offering a wide range of financial services to individuals and businesses including retail banking, corporate banking, wealth management, and insurance.

The Bond issued by AgriCredit Italia S.p.A ( Italy ) , in EUR, with the ISIN code IT0005319949, pays a coupon of 1.75% per year.
The coupons are paid 1 time per year and the Bond maturity is 15/01/2038







Crédit Agricole Cariparma S.p.A.
(incorporated with limited liability as a "Società per Azioni" under the laws of the Republic of Italy and
registered at the Companies' Registry of Parma under registration number 02113530345)
Euro 8,000,000,000 Covered Bond (Obbligazioni Bancarie Garantite) Programme
unconditionally and irrevocably guaranteed as to payments
of interest and principal by
Crédit Agricole Italia OBG S.r.l.
(incorporated as a limited liability company in the Republic of Italy and registered at the Companies'
Registry of Milan under registration number. 07893100961)
Except where specified otherwise, capitalised words and expressions in this Base Prospectus have the meaning given to them in the section entitled "Glossary".
Under this Euro 8,000,000,000 covered bond programme (the "Programme"), Crédit Agricole Cariparma S.p.A. ("Crédit Agricole Cariparma" or "Cariparma" or the "Issuer") may from time to
time issue obbligazioni bancarie garantite (the "Covered Bonds") denominated in any currency agreed between the Issuer and the relevant Dealer(s). The maximum aggregate nominal amount of all
Covered Bonds from time to time outstanding under the Programme will not exceed Euro 8,000,000,000 (or its equivalent in other currencies calculated as described herein). Crédit Agricole Italia
OBG S.r.l. (the "Guarantor") has guaranteed payments of interest and principal under the Covered Bonds pursuant to a guarantee (the "Covered Bond Guarantee") which is collateralised by a pool
of assets (the "Cover Pool") made up of a portfolio of mortgages assigned to the Guarantor by the Sellers and certain other assets held by the Guarantor, including funds generated by the portfolio and
such assets, pursuant to Article 7-bis of Italian law No. 130 of 30 April 1999, as amended from time to time (the "Securitisation and Covered Bond Law") and regulated by the Decree of the
Ministry of Economy and Finance of 14 December 2006, No. 310, as amended from time to time (the "Decree No. 310") and the supervisory guidelines of the Bank of Italy set out in Part III, Chapter
3 of the "Disposizioni di vigilanza per le banche" (Circolare No. 285 of 17 December 2013), as amended and supplemented from time to time (the "Bank of Italy Regulations"). Recourse against the
Guarantor under the Covered Bond Guarantee is limited to the Cover Pool.
This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF"), which is the competent authority in the Grand Duchy of Luxembourg for the purposes
of the Directive 2003/71/EC as amended (the "Prospectus Directive") and relevant implementing measures in Luxembourg, as a base prospectus issued in compliance with the Prospectus Directive
and relevant implementing measures in Luxembourg for the purposes of giving information with regard to the issue of Covered Bonds under the Programme during the period 12 months after the date
hereof. The CSSF gives no undertaking as to the economic and financial soundness of the transaction and the quality or solvency of the Issuer in line with the provisions of article 7 (7) of the
Luxembourg Law on Base Prospectuses for securities.
Application has been made for Covered Bonds issued under the Programme during the period of 12 months from the date of this Base Prospectus to be listed on the official list of the Luxembourg
Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange, which is a regulated market for the purposes of Directive 2004/39/EC. The Programme also
permits Covered Bonds to be issued on the basis that (i) they will 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 or (ii) they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system.
An investment in Covered Bonds issued under the Programme involves certain risks. See the section entitled "Risk Factors" of this Base Prospectus for a discussion of certain risks and
other factors to be considered in connection with an investment in the Covered Bonds.
The Covered Bonds will be issued in dematerialised form and will be held on behalf of their ultimate owners by Monte Titoli S.p.A. whose registered office is in Milan, at Piazza degli Affari, No.6,
Italy, ("Monte Titoli") for the account of the relevant Monte Titoli account holders. Monte Titoli will also act as depository for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking,
société anonyme, 42 Avenue JF Kennedy, L-1855, Luxembourg ("Clearstream"). The Covered Bonds issued in dematerialised form will at all times be held in book entry form and title to the Covered
Bonds will be evidenced by book-entries in accordance with the provisions of Legislative Decree No. 58 of 24 February 1998, as amended and supplemented (the "Financial Laws Consolidated
Act") and implementing regulations and with the joint regulation of the Commissione Nazionale per le Società e la Borsa ("CONSOB") and the Bank of Italy dated 22 February 2008 and published in
the Official Gazette No. 54 of 4 March 2008, as subsequently amended and supplemented. No physical document of title will be issued in respect of the Covered Bonds issued in dematerialised form.
Each Series or Tranche may, on or after the relevant issue, be assigned a rating specified in the relevant Final Terms by any rating agency which may be appointed from time to time by the Issuer in
relation to any issuance of Covered Bonds or for the remaining duration of the Programme, to the extent that any of them at the relevant time provides ratings in respect of any Series of Covered
Bonds. Whether or not each credit rating applied for in relation to relevant Series of Covered Bonds will be issued by a credit rating agency established in the European Union and registered under
Regulation (EC) No. 1060/2009 on credit rating agencies as amended from time to time (the "CRA Regulation") will be disclosed in the Final Terms. The credit ratings included or referred to in this
Base Prospectus have been issued by the Rating Agencies, each of which is established in the European Union and has been registered under the CRA Regulation as set out in the list of credit rating
agencies registered in accordance with the CRA Regulation published on the website of the European Securities and Markets Authority ("ESMA") pursuant to the CRA Regulation (for more
information please visit the ESMA webpage http://www.esma.europa.eu/page/List-registered-and-certified-CRAs). 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 European Union and registered under the CRA Regulation (and such registration has not been withdrawn or
suspended).
A credit rating is not a recommendation to buy, sell or hold Covered Bonds and may be revised or withdrawn by any or all of the Rating Agencies and each rating shall be evaluated
independently of any other.
The Covered Bonds of each Series or Tranche will mature on the date mentioned in the applicable Final Terms (each a "Maturity Date"). Before the relevant Maturity Date, the Covered Bonds of
each Series or Tranche will be subject to mandatory and/or optional redemption in whole or in part in certain circumstances (as set out in the Conditions (as defined below)).
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Base Prospectus.
Arranger and Dealer for the
Programme
Crédit Agricole Corporate &
Investment Bank, Milan
branch
The date of this Base Prospectus is 8 August 2017.
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RESPONSIBILITY STATEMENTS
The Issuer accepts responsibility for the information contained in this Base Prospectus.
To the best of the knowledge and belief of the Issuer, (which has taken all reasonable care to ensure that such
is the case) such information is in accordance with the facts and does not omit anything likely to affect the
import of such information.
The Guarantor accepts responsibility for the information included in this Base Prospectus in the sections
headed "The Guarantor" and any other information contained in this Base Prospectus relating to itself. To
the best of the knowledge and belief of the Guarantor, (which has taken all reasonable care to ensure that
such is the case) such information is in accordance with the facts and does not omit anything likely to affect
the import of such information.
NOTICE
This Base Prospectus is a Base Prospectus for the purposes of Article 5.4 of the Prospectus Directive and for
the purposes of giving information which, according to the particular nature of the Covered Bonds, is
necessary to enable investors to make an informed assessment of the assets and liabilities, financial position,
profit and losses and prospects of the Issuer and of the Guarantor and of the rights attaching to the Covered
Bonds.
This Base Prospectus should be read and understood in conjunction with any supplement thereto and with
any document incorporated herein by reference (see section "Information incorporated by reference"). Full
information on the Issuer and any Series of Covered Bonds is only available on the basis of the combination
of the Base Prospectus and the relevant Final Terms.
Capitalised terms used in this Base Prospectus shall have the meaning ascribed to them in the "Terms
and Conditions of the Covered Bonds" below, unless otherwise defined in the single section of this Base
Prospectus in which they are used. For the ease of reading this Base Prospectus, the "Glossary" below
indicates the page of this Base Prospectus on which each capitalised term is first defined.
The Issuer has confirmed to the Dealer (as defined herein) that this Base Prospectus contains all information
with regard to the Issuer and the Covered Bonds which is material in the context of the Programme and the
issue and offering of Covered Bonds thereunder; that the information contained herein is accurate in all
material respects and is not misleading; that any opinions and intentions expressed by it herein are honestly
held and based on reasonable assumptions; that there are no other facts with respect to the Issuer, the
omission of which would make this Base Prospectus as a whole or any statement therein or opinions or
intentions expressed therein misleading in any material respect; and that all reasonable enquiries have been
made to verify the foregoing.
No person has been authorised by the Issuer to give any information which is 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 in the public domain and, if given or made,
such information must not be relied upon as having been authorised by the Issuer, the Dealer or any party to
the Transaction Documents (as defined in the Conditions).
This Base Prospectus is valid for twelve months following its date of publication and it and any supplement
hereto as well as any Final Terms filed within these twelve months reflects the status as of their respective
dates of issue. The offering, sale or delivery of any Covered Bonds may not be taken as an implication that
the information contained in such documents is accurate and complete subsequent to their respective dates of
issue or that there has been no adverse change in the financial condition of the Issuer since such date or that
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any other information supplied in connection with the Programme is accurate 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 Issuer has undertaken with the Dealer to supplement this Base Prospectus or publish a new Base
Prospectus if and when the information herein should become materially inaccurate or incomplete and has
further agreed with the Dealer to furnish a supplement to the Base Prospectus in the event of any significant
new factor, material mistake or inaccuracy relating to the information included in this Base Prospectus which
is capable of affecting the assessment of the Covered Bonds and which arises or is noted between the time
when this Base Prospectus has been approved and the final closing of any Series or Tranche of Covered
Bonds offered to the public or, as the case may be, when trading of any Series or Tranche of Covered Bonds
on a regulated market begins, in respect of Covered Bonds issued on the basis of this Base Prospectus.
Neither the Arranger nor the Dealer nor any person mentioned in this Base Prospectus, with exception of the
Issuer and the Guarantor, is responsible for the information contained in this Base Prospectus, any document
incorporated herein by reference, or any supplement thereof, or any Final Terms or any document
incorporated herein by reference, and accordingly, and to the extent permitted by the laws of any relevant
jurisdiction, none of these persons accepts any responsibility for the accuracy and completeness of the
information contained in any of these documents.
The Arranger and the Dealer have not verified the information contained in this Base Prospectus. None of
the Dealer or the Arranger makes any representation, express or implied, or accepts any responsibility, with
respect to the accuracy or completeness of any of the information in this Base Prospectus. Neither this Base
Prospectus nor any other financial statements are intended to provide the basis of any credit or other
evaluation and should not be considered as a recommendation by any of the Issuer, the Guarantor, the
Arranger or the Dealer that any recipient of this Base Prospectus or any other financial statements should
purchase the Covered Bonds. Each potential purchaser of Covered Bonds should determine for itself the
relevance of the information contained in this Base Prospectus and its purchase of Covered Bonds should be
based upon such investigation as it deems necessary. None of the Dealer or the Arranger undertakes to
review the financial condition or affairs of the Issuer, the Guarantor or the Crédit Agricole Italia Banking
Group during the life of the arrangements contemplated by this Base Prospectus nor to advise any investor or
potential investor in Covered Bonds of any information coming to the attention of any of the Dealer or the
Arranger.
The distribution of this Base Prospectus, any document incorporated herein by reference and any Final
Terms and the offering, sale and delivery of the Covered Bonds in certain jurisdictions may be restricted by
law. Persons into whose possession this Base Prospectus or any Final Terms come are required by the Issuer
and the Dealer to inform themselves about and to observe any such restrictions.
For a description of certain restrictions on offers, sales and deliveries of Covered Bonds and on the
distribution of the Base Prospectus or any Final Terms and other offering material relating to the Covered
Bonds, see section "Subscription and Sale" of this Base Prospectus. In particular, the Covered Bonds have
not been and will not be registered under the United States Securities Act of 1933, as amended. Subject to
certain exceptions, Covered Bonds may not be offered, sold or delivered within the United States of America
or to U.S. persons.
Neither this Base Prospectus, any supplement thereto, nor any Final Terms (or any part thereof) constitutes
an offer, nor may they be used for the purpose of an offer to sell any of the Covered Bonds, or a solicitation
of an offer to buy any of the Covered Bonds, by anyone in any jurisdiction or in any circumstances in which
such offer or solicitation is not authorised or is unlawful. 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
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otherwise) of the Issuer.
The language of the Base Prospectus is English. Where a claim relating to the information contained in this
Base Prospectus is brought before a court in a Member State, the plaintiff may, under the national legislation
of the Member State where the claim is brought, be required to bear the costs of translating the Base
Prospectus before the legal proceedings are initiated.
This Base Prospectus may only be used for the purpose for which it has been published.
This Base Prospectus and any Final Terms may not be used for the purpose of an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is
unlawful to make such an offer or solicitation.
In this Base Prospectus, references to "" or "euro" or "Euro" are to the single 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; references to "U.S.$" or "U.S. Dollar" are to the currency of the Unites
States of America; references to "£" or "UK Sterling" are to the currency of the United Kingdom; reference
to "Japanese Yen" is to the currency of Japan; reference to "Swiss Franc" or "CHF" are to the currency of
the Swiss Confederation; references to "Italy" are to the Republic of Italy; references to laws and regulations
are, unless otherwise specified, to the laws and regulations of Italy; and references to "billions" are to
thousands of millions.
Certain monetary amounts and currency conversions included in this Base Prospectus have been subject to
rounding adjustments; accordingly, figures shown as totals in certain tables may not be an arithmetic
aggregation of the figures which preceded them.
Each initial and subsequent purchaser of a Covered Bond will be deemed, by its acceptance of the purchase
of such Covered Bond, to have made certain acknowledgements, representations and agreements intended to
restrict the resale or other transfer thereof as set forth therein and described in this Base Prospectus and, in
connection therewith, may be required to provide confirmation of its compliance with such resale or other
transfer restrictions in certain cases.
The Arranger is acting for the Issuer and no one else in connection with the Programme and will not be
responsible to any person other than the Issuer for providing the protection afforded to clients of the
Arranger or for providing advice in relation to the issue of the Covered Bonds.
In connection with the issue of any Series under the Programme, the Dealer or the Dealers (if any)
which is specified in the relevant Final Terms as the stabilising manager (the "Stabilising Manager")
or any person acting for the Stabilising Manager may over-allot any such Series or effect transactions
with a view to supporting the market price such Series at a level higher than that which might
otherwise prevail for a limited period. However, there may be no obligation on the Stabilising
Manager (or any agent of the Stabilising Manager) to do this and there is no assurance that the
Stabilising Manager will undertake stabilisation action. Any stabilisation action may begin on or after
the date on which adequate public disclosure of the final terms of the offer of the Covered Bonds is
made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after
the issue date of the relevant Series and 60 days after the date of the allotment of any such Series. Such
stabilising shall be in compliance with all applicable laws, regulations and rules.
IMPORTANT ­ EEA RETAIL INVESTORS - Unless the Final Terms in respect of any Cover Bonds
specifies "Prohibition of Sales to EEA Retail Investors" as "Not Applicable", the Covered Bonds are not
intended, from 1 January 2018, to be offered, sold or otherwise made available to and, with effect from such
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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 (IMD), 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 Covered Bonds or otherwise making them available to retail investors
in the EEA has been prepared and therefore offering or selling the Covered Bonds or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
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CONTENTS
Page
Responsibility Statements.................................................................................................................................. 2
Risk Factors ....................................................................................................................................................... 7
General Description Of The Programme......................................................................................................... 44
Information Incorporated By Reference.......................................................................................................... 59
Terms And Conditions Of The Covered Bonds............................................................................................... 62
Rules Of The Organisation Of The Covered Bondholders............................................................................ 105
Form Of Final Terms..................................................................................................................................... 129
The Issuer ...................................................................................................................................................... 141
The Guarantor................................................................................................................................................ 168
The Sellers ..................................................................................................................................................... 171
The Asset Monitor ......................................................................................................................................... 176
Overview Of The Transaction Documents .................................................................................................... 177
Credit Structure.............................................................................................................................................. 193
Cashflows ...................................................................................................................................................... 199
Description Of The Cover Pool ..................................................................................................................... 204
Description Of Certain Relevant Legislation In Italy.................................................................................... 206
Subscription And Sale ................................................................................................................................... 221
General Information ...................................................................................................................................... 226
Glossary......................................................................................................................................................... 229
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RISK FACTORS
This section describes the principal risk factors associated with an investment in the Covered Bonds and
includes disclosure of all material risks in respect of the Covered Bonds. Prospective purchasers of Covered
Bonds should consider carefully all the information contained in this document, including the considerations
set out below, before making any investment decision. This section of the Base Prospectus is split into two
main sections ­ General Investment Considerations relating to the Covered Bonds and Investment
Considerations relating to the Issuer and the Guarantor.
All of these factors are contingencies which may or may not occur and neither the Issuer nor the Guarantor
are in a position to express a view on the likelihood of any such contingency occurring. In addition, factors
which the Issuer and the Guarantor believe may be material for the purpose of assessing the market risks
associated with Covered Bonds issued under the Programme are also described below. Each of the Issuer
and the Guarantor believes that the factors described below represent the principal risks inherent in
investing in the Covered Bonds issued under the Programme, but the inability of the Issuer or the Guarantor
to pay interest, principal or other amounts on or in connection with any Covered Bonds may occur for other
reasons which may not be considered significant risks by the Issuer and the Guarantor based on the
information currently available to them or which they may not currently be able to anticipate. Neither the
Issuer nor the Guarantor represents that the statements below regarding the risks of holding any Covered
Bonds are exhaustive. Prospective investors should also read the detailed information set out elsewhere in
this Base Prospectus (including any document incorporated by reference) and reach their own views prior to
making any investment decision.
GENERAL INVESTMENT CONSIDERATIONS RELATING TO THE COVERED BONDS
Issuer liable to make payments when due on the Covered Bonds
The Issuer is liable to make payments when due on the Covered Bonds. The obligations of the Issuer under
the Covered Bonds are direct, unsecured, unconditional and unsubordinated obligations, ranking pari passu
without any preference amongst themselves and equally with its other direct, unsecured, unconditional and
unsubordinated obligations. Consequently, any claim directly against the Issuer in respect of the Covered
Bonds will not benefit from any security or other preferential arrangement granted by the Issuer.
The Guarantor has no obligation to pay the Guaranteed Amounts payable under the Covered Bond Guarantee
until the occurrence of an Issuer Event of Default and service by the Representative of the Covered
Bondholders on the Issuer and on the Guarantor of an Issuer Default Notice or, if earlier, following the
occurrence of a Guarantor Event of Default and service by the Representative of the Covered Bondholders of
a Guarantor Default Notice. The occurrence of an Issuer Event of Default does not constitute a Guarantor
Event of Default. However, failure by the Guarantor to pay amounts due under the Covered Bond Guarantee
would constitute a Guarantor Event of Default which would entitle the Representative of the Covered
Bondholders to accelerate the obligations of the Issuer under the Covered Bonds (if they have not already
become due and payable) and the obligations of the Guarantor under the Covered Bond Guarantee. Although
the Receivables included in the Cover Pool are originated by the Issuer, they are transferred to the Guarantor
on a true sale basis and an insolvency of the Issuer would not automatically result in the insolvency of the
Guarantor.
Obligations under the Covered Bonds
The Covered Bonds will not represent an obligation or be the responsibility of any of the Arranger, the
Dealers, the Representative of the Covered Bondholders or any other party to the Programme, their officers,
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members, directors, employees, security holders or incorporators, other than the Issuer and the Guarantor.
The Issuer and the Guarantor will be liable solely in their corporate capacity for their obligations in respect
of the Covered Bonds and such obligations will not be the obligations of their respective officers, members,
directors, employees, security holders or incorporators.
Extraordinary Resolutions and the Representative of the Covered Bondholders
A meeting of Covered Bondholders may be called to consider matters which affect the rights and interests of
Covered Bondholders. These include (but are not limited to): instructing the Representative of the Covered
Bondholders to enforce the Covered Bond Guarantee against the Issuer and/or the Guarantor; waiving an
Issuer Event of Default or a Guarantor Event of Default; cancelling, reducing or otherwise varying interest
payments or repayment of principal or rescheduling payment dates; altering the priority of payments of
interest and principal on the Covered Bonds; and any other amendments to the Transactions Documents. A
Programme Resolution will bind all Covered Bondholders, irrespective of whether they attended the Meeting
or voted in favour of the Programme Resolution. No Resolution, other than a Programme Resolution, passed
by the holders of one Series of Covered Bonds will be effective in respect of another Series unless it is
sanctioned by an Ordinary Resolution or an Extraordinary Resolution, as the case may require, of the holders
of that other Series. Any Resolution passed at a Meeting of the holders of the Covered Bonds of a Series
shall bind all other holders of that Series, irrespective of whether they attended the Meeting and whether they
voted in favour of the relevant Resolution.
In addition, the Representative of the Covered Bondholders may agree to the modification of the Transaction
Documents without consulting Covered Bondholders to correct a manifest error or where such modification
(i) is of a formal, minor, administrative or technical nature or an error established as such to the satisfaction
of the Representative of the Covered Bondholders or (ii) in the opinion of the Representative of the Covered
Bondholders, is not or will not be materially prejudicial to Covered Bondholders. It should also be noted that
after the delivery of an Issuer Default Notice, the protection and exercise of the Covered Bondholders' rights
against the Issuer will be exercised by the Guarantor (or the Representative of the Covered Bondholders on
its behalf). The rights and powers of the Covered Bondholders may only be exercised in accordance with the
Rules of the Organisation of the Covered Bondholders. In addition, after the delivery of a Guarantor Default
Notice, the protection and exercise of the Covered Bondholders' rights against the Guarantor and the security
under the Guarantee is one of the duties of the Representative of the Covered Bondholders. The Conditions
limit the ability of each individual Covered Bondholder to commence proceedings against the Guarantor by
conferring on the Meeting of the Covered Bondholders the power to determine in accordance with the Rules
of Organisation of the Covered Bondholders, whether any Covered Bondholder may commence any such
individual actions.
Representative of the Covered Bondholders' powers may affect the interests of the Covered Bondholders
In the exercise of its powers, trusts, authorities and discretions the Representative of the Covered
Bondholders shall only have regard to the interests of the Covered Bondholders and the Other Creditors, as
applicable, but if, in the opinion of the Representative of the Covered Bondholders, there is a conflict
between these interests the Representative of the Covered Bondholders shall have regard solely to the
interests of the Covered Bondholders. In the exercise of its powers, trusts, authorities and discretions, the
Representative of the Covered Bondholders may not act on behalf of the Seller.
If, in connection with the exercise of its powers, trusts, authorities or discretions, the Representative of the
Covered Bondholders is of the opinion that the interests of the holders of the Covered Bonds of any one or
more Series would be materially prejudiced thereby, the Representative of the Covered Bondholders shall
not exercise such power, trust, authority or discretion without the approval of such Covered Bondholders by
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Extraordinary Resolution or by a written resolution of such Covered Bondholders holding not less than 25
per cent. of the Outstanding Principal Amount of the Covered Bonds of the relevant Series then outstanding.
Extendible obligations under the Covered Bond Guarantee
Upon failure by the Issuer to pay the Final Redemption Amount of a Series of Covered Bonds on their
relevant Maturity Date (subject to applicable grace periods) and if payment of the Guaranteed Amounts
corresponding to the Final Redemption Amount in respect of such Series of the Covered Bonds is not made
in full by the Guarantor on or before the Extension Determination Date, then payment of such Guaranteed
Amounts shall be automatically deferred. This will occur if the Final Terms for a relevant Series of Covered
Bonds provides that such Covered Bonds are subject to an extended maturity date (the "Extended Maturity
Date") to which the payment of all or (as applicable) part of the Final Redemption Amount payable on the
Maturity Date will be deferred in the event that the Final Redemption Amount is not paid in full on or before
the Extension Determination Date.
To the extent that the Guarantor has received an Issuer Default Notice in sufficient time and has sufficient
moneys available to pay in part the Guaranteed Amounts corresponding to the relevant Final Redemption
Amount in respect of the relevant Series of Covered Bonds, the Guarantor shall make partial payment of the
relevant Final Redemption Amount in accordance with the Guarantee Priority of Payments and as described
in Conditions 7(b) (Extension of maturity) and 10(b) (Effect of an Issuer Default Notice). Payment of all
unpaid amounts shall be deferred automatically until the applicable Extended Maturity Date provided that
any amount representing the Final Redemption Amount due and remaining unpaid on the Extension
Determination Date may be paid by the Guarantor on any Interest Payment Date thereafter, up to (and
including) the relevant Extended Maturity Date. The Extended Maturity Date will fall one year after the
Maturity Date. Interest will continue to accrue and be payable on the unpaid amount in accordance with
Condition 7(b) (Extension of maturity) and the Guarantor will pay Guaranteed Amounts, constituting interest
due on each Interest Payment Date and on the Extended Maturity Date.
Limited secondary market
There is, at present, a secondary market for the Covered Bonds but it is neither active nor liquid, and there
can be no assurance that an active or liquid secondary market for the Covered Bonds will develop. The
Covered Bonds have not been, and will not be, offered to any persons or entities in the United States of
America or registered under any securities laws and are subject to certain restrictions on the resale and other
transfers thereof as set forth under section entitled "Subscription and Sale". If an active or liquid secondary
market develops, it may not continue for the life of the Covered Bonds or it may not provide Covered
Bondholders with liquidity of investment with the result that a Covered Bondholder may not be able to find a
buyer to buy its Covered Bonds readily or at prices that will enable the Covered Bondholder to realise a
desired yield. Illiquidity may have a severely adverse effect on the market value of Covered Bonds. In
addition, Covered Bonds issued under the Programme might not be listed on a stock exchange or regulated
market and, in these circumstances, pricing information may be more difficult to obtain and the liquidity and
market prices of such Covered Bonds may be adversely affected. In an illiquid market, an investor might not
be able to sell its Covered Bonds at any time at fair market prices. The possibility to sell the Covered Bonds
might additionally be restricted by country specific reasons.
Exchange rate risks and exchange controls
The Issuer will pay principal and interest on the Covered Bonds in the Specified Currency. This presents
certain risks relating to currency conversions if an investor's financial activities are denominated principally
in a currency or currency unit (the "Investor's Currency") other than the Specified Currency. These include
the risk that exchange rates may significantly change (including changes due to devaluation of the Specified
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Currency or revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the
Investor's Currency may impose or modify exchange controls. An appreciation in the value of the Investor's
Currency relative to the Specified Currency would decrease (1) the Investor's Currency-equivalent yield on
the Covered Bonds, (2) the Investor's Currency equivalent value of the principal payable on the Covered
Bonds and (3) the Investor's Currency equivalent market value of the Covered Bonds. Government and
monetary authorities may impose (as some have done in the past) exchange controls that could adversely
affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected,
or no interest or principal.
Controls over the transaction
The Bank of Italy Regulations require that certain controls be performed by the Issuer aimed at, inter alia,
mitigating the risk that any obligation of the Issuer or the Guarantor under the Covered Bonds is not
complied with. Whilst the Issuer believes it has implemented the appropriate policies and controls in
compliance with the relevant requirements, investors should note that there is no assurance that such
compliance ensures that the aforesaid controls are actually performed and that any failure to properly
implement the respective policies and controls could have an adverse effect on the Issuers' or the Guarantor's
ability to perform their obligations under the Covered Bonds.
Covered Bonds issued under the Programme
Covered Bonds issued under the Programme will either be fungible with an existing Series of Covered
Bonds (in which case they will form part of such Series) or have different terms to an existing Series of
Covered Bonds (in which case they will constitute a new Series).
All Covered Bonds issued from time to time will rank pari passu with each other in all respects and will
share equally in the security granted by the Guarantor under the Covered Bond Guarantee. Following the
service on the Issuer and on the Guarantor of an Issuer Event of Default Notice (but prior to a Guarantor
Event of Default and service of a Guarantor Event of Default Notice on the Guarantor) the Guarantor will
use all monies to pay guaranteed amounts in respect of the Covered Bonds when the same shall become due
for payment subject to paying certain higher ranking obligations of the Guarantor in the Post-Issuer Default
Priority of Payments. In such circumstances, the Issuer will only be entitled to receive payment from the
Guarantor of interest, Premium and repayment of principal under the Subordinated Loan granted, from time
to time, pursuant to the Subordinated Loan Agreement, after all amounts due under the Guarantee in respect
of the Covered Bonds have been paid in full or have otherwise been provided for. Following the occurrence
of a Guarantor Event of Default and service of a Guarantor Event of Default Notice on the Guarantor, the
Covered Bonds will become immediately due and repayable and Bondholders will then have a claim against
the Guarantor under the Covered Bond Guarantee for an amount equal to the Principal Amount Outstanding
plus any interest accrued in respect of each Covered Bond, together with accrued interest and any other
amounts due under the Covered Bonds, and any Guarantor Available Funds will be distributed according to
the Post Enforcement Priority of Payments.
In order to ensure that any further issue of Covered Bonds under the Programme does not adversely affect
existing holders of the Covered Bonds:
(a)
the Subordinated Loan granted by the Issuer to the Guarantor under the terms of the Subordinated
Loan Agreement, may only be used by the Guarantor (i) as consideration for the acquisition of the
Eligible Assets from each Seller pursuant to the terms of the Master Loans Purchase Agreement; and
(ii) as consideration for the acquisition of the Top-Up Assets and/or other Eligible Assets from each
Sellers pursuant to the terms of the Cover Pool Management Agreement; and
(b)
the Issuer must always ensure that the Tests are satisfied on each Calculation Date (and Test
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