Bond Carige Banca 7.672% ( XS0372143296 ) in EUR

Issuer Carige Banca
Market price 100 %  ▲ 
Country  Italy
ISIN code  XS0372143296 ( in EUR )
Interest rate 7.672% per year ( payment 1 time a year)
Maturity 19/06/2018 - Bond has expired



Prospectus brochure of the bond Banca Carige XS0372143296 in EUR 7.672%, expired


Minimal amount 50 000 EUR
Total amount 100 000 000 EUR
Detailed description Banca Carige is a regional Italian bank headquartered in Genoa, currently undergoing a restructuring process following years of financial difficulties.

The Bond issued by Carige Banca ( Italy ) , in EUR, with the ISIN code XS0372143296, pays a coupon of 7.672% per year.
The coupons are paid 1 time per year and the Bond maturity is 19/06/2018







PROSPECTUS
5 November 2009
BANCA CARIGE S.p.A.--CASSA DI RISPARMIO DI GENOVA E IMPERIA
(Incorporated with limited liability in the Republic of Italy)
34,000,000,000
Euro Medium Term Note Programme
Arranger
UBS Investment Bank
Dealers
Banca IMI
Barclays Capital
BNP PARIBAS
BofA Merrill Lynch
CALYON Crédit Agricole CIB
Credit Suisse
Deutsche Bank
HSBC
ING Wholesale Banking
Mediobanca S.p.A.
Morgan Stanley
Natixis
UBS Investment Bank
UniCredit Group (HVB)
WestLB AG


This Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the
Prospectus Directive) and for the purpose of giving information with regard to the Issuer, the Issuer and its
subsidiaries and affiliates taken as a whole (the Group) which, according to the particular nature of the Issuer
and the Notes, 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. The Issuer (the Responsible Person) accepts
responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer (having
taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in
accordance with the facts and does not omit anything likely to affect the import of such information.
This Prospectus is to be read in conjunction with all documents which are incorporated herein by reference (see
"Documents Incorporated by Reference").
This Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may apply,
any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus
Directive (each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus
Directive as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers
of Notes. Accordingly, any person making or intending to make an offer in that Relevant Member State of Notes
which are the subject of an offering contemplated in this Prospectus as completed by final terms in relation to the
offer of those Notes may only do so (i) in circumstances in which no obligation arises for the Issuer or any Dealer
to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to
Article 16 of the Prospectus Directive, in each case, in relation to such offer, or (ii) if a prospectus for such offer
has been approved by the competent authority in that Relevant Member State or, where appropriate, approved
in another Relevant Member State and notified to the competent authority in that Relevant Member State and
(in either case) published, all in accordance with the Prospectus Directive provided that any such prospectus has
subsequently been completed by final terms which specify that offers may be made other than pursuant to
Article 3(2) of the Prospectus Directive in that Relevant Member State and such offer is made in the period
beginning and ending on the dates specified for such purpose in such prospectus or final terms, as applicable.
Except to the extent sub-paragraph (ii) above may apply, neither the Issuer nor any Dealer have authorised, nor
do they authorise, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer
or any Dealer to publish or supplement a prospectus for such offer.
Under the Euro Medium Term Note Programme described in this Prospectus (the Programme), Banca Carige
S.p.A.--Cassa di Risparmio di Genova e Imperia (the Issuer or the Bank), subject to compliance with all relevant
laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the Notes). The
aggregate nominal amount of Notes outstanding will not at any time exceed S4,000,000,000 (or the equivalent
in other currencies).
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as
competent authority under the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities, for
the approval of this Prospectus as a base prospectus for the purposes of the Prospectus Directive. Application has
also been made to the Luxembourg Stock Exchange for Notes issued under the Programme for the period of
12 months from the date of this Prospectus to be listed on the Official List and admitted to trading on the
regulated market of the Luxembourg Stock Exchange. Such market is a regulated market for the purposes of
Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments.
However, unlisted Notes may be issued pursuant to the Programme. The relevant Final Terms in respect of the
issue of any Notes will specify whether or not such Notes will be listed on the Official List and traded on the
regulated market of the Luxembourg Stock Exchange (or any other stock exchange).
Each Series of Notes in bearer form will be represented on issue by a temporary global note in bearer form (each a
temporary Global Note) or a permanent global note in bearer form (each a permanent Global Note). Notes in
registered form will be represented by registered certificates (each a Certificate), one Certificate being issued in
respect of each Noteholder's entire holding of Registered Notes of one Series. If the Global Notes are stated in the
applicable Final Terms to be issued in new global note (NGN) form they are intended to be eligible collateral for
Eurosystem monetary policy and the Global Notes will be delivered on or prior to the original issue date of the
relevant Tranche to a common safekeeper (the Common Safekeeper) for Euroclear Bank S.A./N.V. (Euroclear)
and Clearstream Banking, société anonyme (Clearstream, Luxembourg) (the Common Depositary).
Global Notes which are not issued in NGN form (Classic Global Notes or CGNs) and Certificates will be
deposited on the issue date of the relevant Tranche with a common depositary on behalf of Euroclear and
Clearstream, Luxembourg (the Common Depositary). The provisions governing the exchange of interests in
Global Notes for other Global Notes and definitive Notes are described in "Summary of Provisions Relating to
the Notes while in Global Form".
2


As more fully set out in "Taxation--Italy", capital gains realised on any sale of the Notes for consideration are
subject, in principle, to a 12.5 per cent. capital gains tax (referred to as imposta sostitutiva).
Payment of interest, premium or other proceeds relating to the Notes which (a) qualify as obbligazioni or titoli
similari alle obbligazioni pursuant to Article 44 of Italian Presidential Decree No. 917 of 22 December 1986, as
amended, and (b) have an original maturity of 18 months or longer are subject to a withholding tax (referred to
as imposta sostitutiva) of 12.5 per cent. in certain circumstances.
In order to obtain exemption at source from imposta sostitutiva in respect of payments of interest, premium or
other proceeds relating to the Notes, each Noteholder not resident in the Republic of Italy and resident in a
country which allows for an adequate exchange of information with the relevant tax authorities is required to
provide a declaration valid up to revocation in which such Noteholder declares that such Noteholder meets the
exemption requirements set forth in Article 6, 1st paragraph of Legislative Decree 239/96, as amended, all as
more fully set out in "Taxation--Italy".
In the absence of the foregoing declaration, payments of interest, premium or other amounts relating to the
Notes are subject to imposta sostitutiva of 12.5 per cent.
Notes which (a) qualify as obbligazioni or titoli similari alle obbligazioni pursuant to Article 44 of Italian
Presidential Decree No. 917 of 22 December 1986, as amended, and (b) have an original maturity of less than
18 months are subject to a withholding tax at the rate of 27.0 per cent. per annum (final or on account) in respect
of interest, premium (if any) and other proceeds, pursuant to Italian Presidential Decree No. 600 of
29 September 1973, as amended. The Issuer will not be liable to pay any additional amounts to
Noteholders in relation to any such withholding.
Notes that are not deemed to fall within the category of obbligazioni or titoli similari alle obbligazioni pursuant
to Article 44 of Italian Presidential Decree No. 917 of 22 December 1986, as amended, but qualify as titoli atipici
(atypical securities) for Italian tax purposes, are subject to a withholding tax at the rate of 27 per cent. (final or
on account) in respect of interest and other proceeds, pursuant to Italian Law Decree No. 512 of 30 September
1983 (implemented by Law No. 649 of 25 November 1983), as amended. The Issuer will not be liable to pay any
additional amounts to Noteholders in relation to any such withholding. No person has been authorised to give
any information or to make any representation other than those contained in this Prospectus in connection with
the issue or sale 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 of the Dealers or the Arranger (as defined in "General Description of
the Programme"). Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under
any circumstances, create any implication that there has been no change in the affairs of the Issuer since the date
hereof or the date upon which this Prospectus has been most recently supplemented or that there has been no
adverse change in the financial position of the Issuer since the date hereof or the date upon which this Prospectus
has been most recently supplemented or that any other information supplied in connection with the Programme
is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.
The distribution of this Prospectus and the offering or sale of the Notes in certain jurisdictions may be restricted
by law. Persons into whose possession this Prospectus comes are required by the Issuer, the Dealers and the
Arranger to inform themselves about and to observe any such restriction. The Notes have not been and will not
be registered under the United States Securities Act of 1933 (the Securities Act) and include Notes in bearer form
that 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. For a description of certain restrictions on offers and sales
of Notes and on the distribution of this Prospectus, see "Subscription and Sale".
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Dealers to
subscribe for, or purchase, any Notes.
The Arranger and the Dealers have not separately verified the information contained in this Prospectus. None of
the Dealers 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 Prospectus. To the fullest extent
permitted by law, none of the Dealers or the Arranger accepts any responsibility for the contents of this
Prospectus or for any other statement, made or purported to be made by the Arranger or a Dealer or on its behalf
in connection with the Issuer or the issue and offering of the Notes. The Arranger and each Dealer accordingly
disclaim all and any liability whether arising in tort or contract or otherwise (save as referred to above, which
they might otherwise have in respect of this Prospectus or any such statement. Neither this 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 Arranger or the Dealers that any recipient of this
3


Prospectus or any other financial statements should purchase the Notes. Prospective investors should have
regard to the factors described under the section headed "Risk Factors" in this Prospectus. The Prospectus does
not describe all of the risks of an investment in the Notes. Each potential purchaser of Notes should determine
for itself the relevance of the information contained in this Prospectus and its purchase of Notes should be based
upon such investigation as it deems necessary. None of the Dealers or the Arranger undertakes to review the
financial condition or affairs of the Issuer during the life of the arrangements contemplated by this Prospectus
nor to advise any investor or potential investor in the Notes of any information coming to the attention of any of
the Dealers or the Arranger.
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, there is no assurance that the Stabilising Manager(s) (or persons
acting on behalf of a Stabilising Manager) will undertake stabilisation action. 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 be ended at any time, but it must end no later than the earlier of 30 days after the issue
date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of
Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or
persons acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.
In this Prospectus, unless otherwise specified or the context otherwise requires, references to USD, U.S.$ and $
are to the lawful currency of the United States of America and to U or euro are to the lawful currency of the
member states of the European Union (the Member States) that have adopted the single currency in accordance
with the treaty establishing the European Community as amended.
Figures included in this Prospectus have been subject to rounding adjustments; accordingly, figures shown for
the same item of information may vary, and figures which are totals may not be the arithmetical aggregate of
their components.
The Issuer may, from time to time, enter into loan transactions evidenced by Schuldschein (certificates of
indebtedness) with lenders who may or may not be Dealers under the Programme. The form of Schuldschein to
be employed by the Issuer for such purpose is annexed to this Prospectus but does not form part of the
Programme and is included herein for information purposes only.
4


TABLE OF CONTENTS
Page
Page
Summary of the Programme . . . . . . . . . . . . . . . . .
6
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . .
50
General Description of the Programme . . . . . . . . .
11
Description of the Issuer . . . . . . . . . . . . . . . . .
51
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
Overview Financial Information of Banca Carige. .
75
Documents Incorporated by Reference . . . . . . . . . .
22
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . .
83
Supplement to the Prospectus . . . . . . . . . . . . . . . .
23
Subscription and Sale . . . . . . . . . . . . . . . . . . .
91
Terms and Conditions of the Notes . . . . . . . . . . . .
24
Forms of Final Terms . . . . . . . . . . . . . . . . . . .
95
Summary of Provisions Relating to the Notes While
Form of Schuldschein . . . . . . . . . . . . . . . . . . .
115
in Global Form . . . . . . . . . . . . . . . . . . . . . . . .
45
General Information . . . . . . . . . . . . . . . . . . . .
120
5


Summary of the Programme
This summary must be read as an introduction to this Prospectus and any decision to invest in the Notes should
be based on a consideration of this Prospectus as a whole, including the documents incorporated by reference.
Following the implementation of the relevant provisions of the Prospectus Directive in each Member State of the
European Economic Area (an EEA State), no civil liability will attach to the Responsible Persons in any such
Member State solely on the basis of this summary, including any translation hereof, if it is misleading, inaccurate
or inconsistent when read together with the other parts of this Prospectus. Where a claim relating to the
information contained in this Prospectus is brought before a court in an EEA State, the plaintiff may, under the
national legislation of the EEA State where the claim is brought, be required to bear the costs of translating the
Prospectus before the legal proceedings are initiated.
The following summary is qualified in its entirety by the remainder of this document.
Overview:
Banca Carige S.p.A. (Banca Carige, Carige or the Bank) is the largest retail bank in
the northwestern Italian region of Liguria (Source: Bank's calculations based on data
published by the Bank of Italy) and is the parent company (Parent Company) of the
Banca Carige Group (Carige Group or the Group). As at 30 June 2009 the Group
had market shares in Liguria of 29.84 per cent. of deposits (excluding repurchase
agreements), 23.13 per cent. of loans and 25.38 per cent. of banking branches
(Source: Bank's calculations based on data published by the Bank of Italy).
The Bank's retail customer base provides a relatively stable source of low-cost
funding. Currently, customer deposits represent about 80.1 per cent. of total
funding, allowing the Bank to serve a large and diversified base of customers for
related bank products, including asset management and other financial services.
As at 30 June 2009, the Bank's network consisted of 534 branches and total assets
amounted to S27,525.9 million on a non-consolidated basis, with deposits of
S21,207.48 million, loans of S148,536.7 million and net income of
S133.1 million for the first six months of the year.
Both the Bank's and the Group's strategies are focused on providing a wide variety of
traditional banking activities including treasury services, the sale of money market
products, foreign exchange dealing, underwriting, trading and selling of debt and
equity securities, as well as a range of other financial services provided by specialised
divisions of the Bank or its associated or subsidiary companies, including leasing,
factoring, payment services, home banking, telephone banking, ebanking and
insurance. Carige operates in the insurance business through its subsidiaries, the
non-life company Carige Assicurazioni S.p.A. (Carige Assicurazioni with total
premiums in the first six months of 2009 of S280.9 million) and the life
company Carige Vita Nuova S.p.A. (Carige Vita Nuova with total premiums in
the first six months of 2009 of S559.3 million) and in the asset management business
through its subsidiary Carige Asset Management SGR S.p.A. (Carige AM SGR).
Since the end of April 2007, the new Carige subsidiary Creditis Servizi Finanziari
S.p.A. has been working in the consumer credit business.
The Group's network is based on an integrated multi-channel distribution model
combining traditional, remote and mobile channels.
The traditional distribution channel is made up, on the one hand, by branches and
insurance outlets and, on the other hand, by a network of banking advisors for
private, corporate, affluent customers and small businesses.
As at 30 June 2009, the Group had 643 branches of which 642 were located in 13
Italian regions and 1 in France (Nice); this network was distributed as follows:
k
494 branches of Banca Carige;
k
50 branches of Cassa di Risparmio di Savona in Liguria and Piedmont;
k
34 branches of Cassa di Risparmio di Carrara in Tuscany and Liguria;
6


Summary of the Programme
k
21 branches of Banca del Monte di Lucca in Tuscany; and
k
4 branches of Banca Cesare Ponti in Lombardy.
As at 30 June 2009, the Group's personal financial advisory service, dedicated to
high-profile private customers, consisted of a network of 111 advisors; in addition
to this, a corporate financial consultancy service consisting of 132 advisors is
targeted to large and medium-sized companies. The financial investment advice
service is dedicated to affluent customers and is provided by 307 advisors, while the
services to small businesses are structured on a network of 278 advisors.
As at 30 June 2009, the Carige Group's remote channels included 758 Automated
Teller Machines (ATM) as well as Internet and Call Centre services with more than
176,000 subscribers. The Group's mobile distribution channel consists of 381
insurance outlets distributed throughout Italy.
History:
The origins of the Bank can be traced back to 1483, the year in which Beato Angelo
da Chivasso founded Monte di Pietà di Genova. The Bank was established in its
current form in 1991 when it became a subsidiary of Fondazione Cassa di Risparmio
di Genova e Imperia (the Foundation), following the enactment of the Amato Law in
1990, which required separation between ownership and business of formerly
public savings banks.
Since the 1990s, the main strategy of Banca Carige has been maintaining its
independence through growth.
In response to the competitive environment of the banking systems, the Bank
developed from a local savings bank into a full-service bank listed on the Italian
stock exchange through (i) its initial public offering and subsequent capital increases
between 1990 and 2008 and (ii) changing the Bank from a regional player into a
network with nationwide distribution.
Strategy:
The Bank aims to be a national financial conglomerate equipped to provide
banking, financial, insurance and pension solutions, focused on retail customers
through the development of resources and structures and the enhancement of an
integrated multi-channel distribution system.
The Bank focuses on value creation over the medium and long term for all
stakeholders (customers, employees, suppliers, local communities) with specific
attention to enhancing relationships with customers as well as growing in size, with
the objective of playing an autonomous role in the Italian banking system; in
particular, the strategic aims are (i) increasing the profitability of each Group's
business area (lending wealth management, payment systems, insurance),
improving
integration
between
the
insurance
and
banking
businesses;
(ii) increasing the amounts intermediated per employee, with particular attention
to cross-selling, up-selling, customer retention in Liguria and additional focus on the
Carige Group's operating areas outside Liguria, especially in those places where its
presence is already significant; (iii) increasing income generated by the Bank's
subsidiaries and the 119 branches bought in 2008, through their full operational
integration; (iv) maintaining a standard which meets the Group's administration
needs, developing skills and managing talents; (v) innovating processes through
investment in technology to strengthen profitability and reviewing management
processes with the aim, on the one hand, of reducing administrative costs and
keeping personnel charges to a minimum and, on the other hand, of improving the
quality of services offered to both internal and external customers, and (vi) limiting
the economic impact of all kinds of risks (credit, market, liquidity and operational
risks) through an integrated risk management system across the Group's banks and
insurance companies as well as a commitment to maintaining appropriate capital
adequacy levels in terms of total capital and Tier I ratios.
Programme Details:
Notes of up to S4,000,000,000 (or the equivalent in other currencies at the date of
issue) in nominal amount may be outstanding at any one time.
7


Summary of the Programme
The Notes:
Notes will be issued on a syndicated or non-syndicated basis. Notes may be issued in
various forms, whether bearer or registered form, and will be represented by global
notes or certificates.
Notes will be cleared through Clearstream, Luxembourg, Euroclear and such other
clearing system as may be agreed between the Issuer, the Fiscal Agent and the
relevant Dealer.
The terms of the Notes will be governed by English law except in relation to
subordination.
Terms of the Notes:
Notes may be issued at their nominal amount or at a discount or premium to their
nominal amount. Notes may be issued in any agreed currency and with any agreed
maturity, subject to compliance with relevant laws. Notes will be issued in any
denominations of S1,000 and above as specified in the Final Terms, subject to
compliance with relevant laws and certain selling restrictions.
The terms of the Notes will be specified in the Final Terms. The following types of
Notes may be issued (i) Fixed Rate Notes, (ii) Floating Rate Notes, (iii) Zero Coupon
Notes, (iv) Dual Currency Notes, and (v) Index Linked Notes.
Interest periods, rates of interest and the terms of and/or amounts payable on
redemption may differ depending on the Notes being issued.
Certain events of default will cause the Notes to accelerate.
Status of Notes:
The Notes will constitute unsubordinated and unsecured obligations of the Issuer
and Subordinated Notes will constitute subordinated obligations of the Issuer.
Tax:
All payments of principal and interest in respect of the Notes will be made free and
clear of withholding tax imposed by the Republic of Italy, subject to certain
exceptions, all as described in "Terms and Conditions of the Notes--Taxation".
Notes will be redeemable at the option of the Issuer for tax reasons.
Selling Restrictions:
Certain restrictions apply in relation to sales of the Notes in the United States,
European Economic Area, United Kingdom, Republic of Italy, Japan, the
Netherlands and France.
Listing and Admission
Application has been made to list Notes on the Official List and to admit them to
to Trading:
trading on the regulated market of the Luxembourg Stock Exchange or as otherwise
specified in the relevant Final Terms. As specified in the relevant Final Terms, a
Series of Notes may be unlisted.
Use of Proceeds:
The net proceeds of the sale of the Notes will be used by the Issuer for general
funding purposes. If in respect of any particular issue there is a specific identified use
of proceeds, this will be stated in the applicable Final Terms.
Risk Factors:
Prospective investors should note that the risks described below are not the only
risks relating to the Notes. The Issuer has described only those risks relating to the
Notes that it considers to be material and of which it is currently aware. There may
be additional risks that the Issuer currently considers not to be material or of which
it is not currently aware, and any of these risks could have an effect on the market
price of the Notes held by Noteholders, or could cause amounts of interest and
principal received on such Notes to be less than anticipated.
Risk Factors relating to the Notes
A wide range of Notes may be issued under the Programme. A number of these
Notes may have features which contain particular risks for potential investors. Set
out below is a description of certain such features:
k
The Notes may be subject to optional redemption by the Issuer.
k
The Issuer may issue Notes with principal or interest determined by reference
to an index or formula, to changes in the prices of securities or commodities, to
movements in currency exchange rates or other factors.
8


Summary of the Programme
k
The Issuer may issue Notes with principal or interest payable in one or more
currencies which may be different from the currency in which the Notes are
denominated.
k
The Issuer may issue Notes where the issue price is payable in more than one
instalment. Failure to pay any subsequent instalment could result in an investor
losing all of its investment.
k
The Issuer may issue Notes with variable interest rates which can be volatile
investments.
k
The Issuer may issue Inverse Floating Rate Notes which are more volatile
because an increase in the reference rate not only decreases the interest rate of
the Notes, but may also reflect an increase in prevailing interest rates, which
will further adversely affect the market value of these Notes.
k
The Issuer's ability to convert the interest rate will affect the secondary market
and the market value of any Fixed/Floating Rate Notes the Issuer may issue.
k
The market values of securities issued at a substantial discount or premium to
their nominal amount tend to fluctuate more in relation to general changes in
interest rates than do prices for conventional interest-bearing securities.
k
The Issuer is under no obligation to redeem Subordinated Notes issued at any
time and may elect not to pay interest on any given interest payment date.
Furthermore, the Holders of Subordinated Notes have no right to call for their
redemption.
k
The Issuer's obligations under Subordinated Notes are subordinated.
Risks related to the market generally
Investors in the Notes may face certain risks common to the market, including the
risk that they may not be able to sell their Notes at prices that will provide a yield
comparable to similar investments that have a developed secondary market. In
addition, if principal and interest on any Notes is paid in a Specified Currency,
investors may be subject to exchange rate risk or the risk that exchange controls may
be imposed.
Risk Factors relating to the Issuer
The Issuer may be subject in particular to the following risks, which should be
carefully considered together with the other information contained in this
Prospectus, prior to any investment decision. Prospective investors should note
that the risks described below are not the only risks the Issuer faces. The Issuer has
described only those risks relating to its business, operations, financial condition or
prospects that it considers to be material and of which it is currently aware. There
may be additional risks that the Issuer currently considers not to be material or of
which it is not currently aware, and any of these risks could have an effect on its
financial position and results of operations.
k
The Issuer's financial performance is affected by borrower credit quality and
general economic conditions, in particular in Italy and Europe.
k
Changes in interest rates, foreign exchange rates, equity prices and other
market factors affect the Issuer's business.
k
The Issuer's insurance businesses are subject to inherent risks involving claims.
k
Operational risks are inherent in the Issuer's businesses.
k
The Issuer's businesses are subject to substantial regulation and regulatory
oversight. Any significant regulatory developments could have an effect on
how the Issuer conducts its businesses and on the results of operations.
9


Summary of the Programme
k
Future growth in the Issuer's earnings and shareholder value depends on
strategic decisions regarding organic growth and potential acquisitions.
k
The Issuer is subject to capital requirements that could limit its operations.
k
The Issuer's businesses are conducted in a marketplace that is consolidating
and significant cross-border mergers and acquisitions may happen in the
coming years.
k
The Issuer's businesses are conducted in highly competitive environments.
k
The Issuer's provisions for credit losses are inherently uncertain and depend on
many factors.
10


Document Outline