Bond Nexia Spa 1.75% ( XS2066703989 ) in EUR

Issuer Nexia Spa
Market price 99.91 %  ▲ 
Country  Italy
ISIN code  XS2066703989 ( in EUR )
Interest rate 1.75% per year ( payment 2 times a year)
Maturity 30/10/2024 - Bond has expired



Prospectus brochure of the bond Nexi Spa XS2066703989 in EUR 1.75%, expired


Minimal amount /
Total amount /
Detailed description Nexi Spa is a leading Italian payment services provider offering a range of solutions including point-of-sale systems, digital payment processing, and merchant services.

The Bond issued by Nexia Spa ( Italy ) , in EUR, with the ISIN code XS2066703989, pays a coupon of 1.75% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/10/2024








OFFERING MEMORANDUM
NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES

Nexi S.p.A.
825,000,000 1.75% Senior Notes due 2024
Nexi S.p.A., a società per azioni incorporated under the laws of the Republic of Italy (the "Issuer"), is
offering (the "Offering") 825.0 million in aggregate principal amount of its 1.75% Senior Notes due 2024 (the
"Notes"). The proceeds of the Notes will be used, together with cash on hand, to fund the Existing Notes
Redemption (as defined herein) and to pay fees and expenses in connection therewith. See "Use of Proceeds."
The Notes will bear interest at a rate of 1.75% per annum and will mature on October 31, 2024. The
Issuer will pay interest on the Notes semi-annually in arrears on April 30 and October 31 of each year,
commencing on April 30, 2020. The Issuer will be entitled at its option to redeem all or a portion of the Notes (i)
at any time prior to July 31, 2024, at a redemption price equal to 100% of the principal amount thereof, plus the
applicable "make whole" premium as set forth in this offering memorandum and (ii) thereafter at a redemption
price equal to 100% of the principal amount of the Notes, plus in each case accrued and unpaid interest and
additional amounts, if any, to the date of redemption. Upon the occurrence of certain events constituting both a
change of control and a ratings event, the Issuer will be required to offer to repurchase the Notes at 101% of the
principal amount thereof, plus accrued and unpaid interest and additional amounts, if any. In the event of certain
developments affecting taxation, the Issuer may redeem the Notes in whole, but not in part, at any time, at a
redemption price of 100% of their principal amount, plus accrued and unpaid interest and additional amounts, if
any.
The Notes will be senior unsecured obligations of the Issuer and will rank pari passu in right of payment
with all of the Issuer's existing and future senior unsecured obligations that are not subordinated in right of
payment to the Notes, including obligations under the Facilities Agreement (as defined herein). The Notes will
rank senior in right of payment to all of the Issuer's future obligations that are expressly subordinated in right of
payment to the Notes, if any. The Notes will be effectively subordinated to any existing and future secured
obligations of the Issuer and the subsidiaries of the Issuer to the extent of the value of the property and assets
securing such obligations, and will be structurally subordinated to all obligations of the Issuer's Subsidiaries that
do not guarantee the Notes, including guarantees of the Facilities Agreement by certain Subsidiaries of the Issuer.
The Notes will not be guaranteed.
The Notes are listed on the official list of the Luxembourg Stock Exchange (the "Official List") and are
admitted for trading on the Euro MTF market thereof. There is no assurance, however, that this listing and this
admission for trading will be maintained.
This offering memorandum may not be reproduced or used for any other purpose, nor may it be furnished
to any person other than those to whom copies have been sent.
Investing in the Notes involves a high degree of risk. See "Risk Factors" beginning on page 26.

Issue Price for the Notes: 100.000%

Delivery of the Notes will be made in book entry form through a common depositary of Euroclear
Bank SA/NV ("Euroclear") and Clearstream Banking, S.A. ("Clearstream") on or about October 21, 2019 (the
"Issue Date"). See "Book Entry, Delivery and Form."




The Notes will be in registered form in minimum denominations of 100,000 and integral multiples of
1,000 above 100,000.
The Notes have not been, and will not be, registered under the U.S. federal securities laws or the
securities laws of any other jurisdiction, and may not be offered or sold within the United States or to, or
for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act of 1933, as
amended (the "Securities Act")) except pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act. The Notes may only be offered and sold to non-U.S.
persons outside the United States in reliance on Regulation S ("Regulation S") under the Securities Act.
See "Notice to Investors" and "Transfer Restrictions" for additional information about eligible offerees and
transfer restrictions.

Joint Global Coordinators and Bookrunners
Banca IMI
Barclays
BofA Merrill Lynch

Joint Bookrunners
Banca Akros S.p.A.--
Goldman Sachs
J.P. Morgan
MPS Capital Services
UBI Banca
UniCredit Bank
Gruppo Banco BPM
International

The date of this offering memorandum is October 21, 2019.
This offering memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on
prospectus securities dated July 16, 2019.




TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS ............................................................................................................. iv
INDUSTRY AND MARKET DATA ................................................................................................................... vii
CERTAIN DEFINITIONS ..................................................................................................................................... x
GLOSSARY ........................................................................................................................................................ xiv
SUMMARY ........................................................................................................................................................... 1
SUMMARY CORPORATE AND FINANCING STRUCTURE ........................................................................ 13
THE OFFERING .................................................................................................................................................. 15
SUMMARY OF FINANCIAL INFORMATION AND OTHER DATA ............................................................ 18
RISK FACTORS .................................................................................................................................................. 27
USE OF PROCEEDS ........................................................................................................................................... 62
CAPITALIZATION ............................................................................................................................................. 64
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION ............................................ 65
SELECTED FINANCIAL INFORMATION ....................................................................................................... 71
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ....................................................................................................................................... 74
INDUSTRY ........................................................................................................................................................ 112
BUSINESS ......................................................................................................................................................... 125
REGULATION .................................................................................................................................................. 162
MANAGEMENT ............................................................................................................................................... 182
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ................................................. 187
PRINCIPAL SHAREHOLDERS ....................................................................................................................... 189
DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS ................................................................. 190
DESCRIPTION OF THE NOTES ...................................................................................................................... 205
BOOK ENTRY, DELIVERY AND FORM ....................................................................................................... 242
CERTAIN TAX CONSEQUENCES ................................................................................................................. 247
CERTAIN INSOLVENCY LAW CONSIDERATIONS ................................................................................... 256
TRANSFER RESTRICTIONS ........................................................................................................................... 271
PLAN OF DISTRIBUTION ............................................................................................................................... 274
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES .................................................. 277
LEGAL MATTERS ........................................................................................................................................... 279
INDEPENDENT AUDITORS ........................................................................................................................... 280
WHERE YOU CAN FIND OTHER INFORMATION ...................................................................................... 281
LISTING AND GENERAL INFORMATION ................................................................................................... 282
INDEX TO THE FINANCIAL STATEMENTS ................................................................................................ F-1

In making an investment decision, you should rely only on the information contained in this offering
memorandum. Neither the Issuer nor any of the Initial Purchasers (as defined below) have authorized anyone to
provide you with information that is different from the information contained herein. If given, any such
information should not be relied upon. Neither the Issuer nor any of the Initial Purchasers is making an offer of
the Notes in any jurisdiction where this Offering is not permitted. You should not assume that the information
3




contained in this offering memorandum is accurate as of any date other than the date on the front cover of this
offering memorandum.

4




IMPORTANT INFORMATION ABOUT THIS OFFERING MEMORANDUM
This offering memorandum has been prepared by us solely for use in connection with the proposed
offering of the Notes as described herein and should be used solely for the purposes for which it has been produced.
Distribution of this offering memorandum to any person other than the prospective investor and any person
retained to advise such prospective investor with respect to the purchase of Notes is unauthorized and any
disclosure of any of the contents of this offering memorandum without our prior written consent is prohibited.
Each prospective investor, by accepting delivery of this offering memorandum, agrees to the foregoing and agrees
to not make copies of this offering memorandum or any documents referred to in this offering memorandum.
The Issuer, having made all reasonable enquiries, confirms that, to the best of its knowledge, information
and belief (having taken all reasonable care to ensure that such is the case), this offering memorandum contains
all information that is material in the context of the issuance and offering of the Notes, that the information
contained in this offering memorandum is true and accurate in all material respects and is not misleading in any
material respect and that there are no other facts the omission of which would make this offering memorandum
or any such information misleading in any material respect. The information contained in this offering
memorandum is correct as of the date hereof. Neither the delivery of this offering memorandum nor any sale made
under it shall, under any circumstances, create any implication that there has been no change in the affairs of the
Issuer since the date of this offering memorandum or that the information contained in this offering memorandum
is correct as of any time subsequent to that date. The Issuer accordingly accepts responsibility for the information
contained in this offering memorandum.
None of the Initial Purchasers (as defined below) nor any employee of the Initial Purchasers has
authorized the contents or circulation of this offering memorandum and does not assume any responsibility for,
and will not accept any liability for, any loss suffered as a result of, arising out of, or in connection with this
document or any of the information or opinions contained in it.
In accordance with normal and accepted market practice, none of the Trustee, the Paying Agent, the
Registrar, or the Transfer Agent (each as defined herein) is responsible for the contents of this offering
memorandum or expresses any opinion as to the merits of the Notes under this offering memorandum.
No dealer, salesperson or other person has been authorized to give any information or to make any
representation not contained in this offering memorandum and, if given or made, any such information or
representation must not be relied upon as having been authorized by the Issuer or any of its affiliates, or the Initial
Purchasers. This offering memorandum does not constitute an offer of any securities other than those to which it
relates or an offer to sell, or a solicitation of an offer to buy, to any person in any jurisdiction where such an offer
or solicitation would be unlawful.
By receiving this offering memorandum, investors acknowledge that they have had an opportunity to
request for review, and have received, all additional information they deem necessary to verify the accuracy and
completeness of the information contained in this offering memorandum. Investors also acknowledge that they
have not relied on the Initial Purchasers in connection with their investigation of the accuracy of this information
or their decision whether to invest in the Notes. The contents of this offering memorandum is not to be considered
legal, business, financial, investment, tax or other advice. Prospective investors should consult their own counsel,
accountants and other advisors as to legal, business, financial, investment, tax and other aspects of a purchase of
the Notes. In making an investment decision, investors must rely on their own examination of the Issuer and the
Group, the terms of the Offering and the merits and risks involved.
The information set forth in those sections of this offering memorandum describing clearing and
settlement is subject to any change or reinterpretation of the rules, regulations and procedures of Euroclear and
Clearstream currently in effect. Investors wishing to use these clearing systems are advised to confirm the
continued applicability of their rules, regulations and procedures. The Issuer, Trustee, the Paying Agent, the
Registrar, or the Transfer Agent will not have any responsibility or liability for any aspect of the records relating
to, or payments made on account of, book entry interests held through the facilities of any clearing system or for
maintaining, supervising or reviewing any records relating to such book entry interests.
This Offering is being made outside the United States to non-U.S. persons in reliance upon exemptions
from registration under the U.S. Securities Act for an offer and sale of securities that does not involve a public
offering. The Notes have not been registered with, recommended by or approved by the U.S. Securities and
Exchange Commission or any other U.S. federal, state or foreign securities commission or regulatory authority,
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nor has any such commission or regulatory authority reviewed or passed upon the accuracy or adequacy of this
offering memorandum. Any representation to the contrary is a criminal offense.
The Initial Purchasers reserve the right to withdraw this Offering at any time and to reject any
commitment to subscribe for the Notes, in whole or in part. The Initial Purchasers also reserve the right to allot
less than the full amount of Notes sought by investors. The Initial Purchasers and certain related entities may
acquire a portion of the Notes for their own account.
The laws of certain jurisdictions may restrict the distribution of this offering memorandum and the offer
and sale of the Notes. Persons into whose possession this offering memorandum or any of the Notes come must
inform themselves about, and observe any such restrictions. None of the Issuer, the Initial Purchasers, the Trustee,
the Paying Agent, the Registrar, or the Transfer Agent or their respective representatives are making any
representation to any offeree or any purchaser of the Notes regarding the legality of any investment in the Notes
by such offeree or purchaser under applicable investment or similar laws or regulations. For a further description
of certain restrictions on the Offering and sale of the Notes and the distribution of the offering memorandum, see
"Plan of Distribution," "Notice to Investors" and "Transfer Restrictions."
To purchase the Notes, investors must comply with all applicable laws and regulations in force in any
jurisdiction in which investors purchase, offer or sell the Notes or possess or distribute this offering memorandum.
Investors must also obtain any consent, approval or permission required by such jurisdiction for investors to
purchase, offer or sell any of the Notes under the laws and regulations in force in any jurisdiction to which
investors are subject. None of the Issuer, the Initial Purchasers, Trustee, the Paying Agent, the Registrar, or the
Transfer Agent or their respective affiliates will have any responsibility therefor.
No action has been taken by the Initial Purchasers, the Issuer or any other person that would permit an
Offering or the circulation or distribution of this offering memorandum or any offering material in relation to the
Issuer or the Notes in any country or jurisdiction where action for that purpose is required.
The Notes will only be issued in fully registered form and in denominations of 100,000 and integral
multiples of 1,000 in excess thereof. The Notes will be represented by one or more global notes in registered
form without interest coupons attached (the "Global Notes"). The Global Notes will be deposited with, or on
behalf of, a common depositary for the accounts of the Euroclear System ("Euroclear") and Clearstream
Banking, S.A. ("Clearstream") and registered in the name of the nominee of the common depositary. See "Book
Entry, Delivery and Form."
STABILIZATION
IN CONNECTION WITH THIS ISSUE, MERRILL LYNCH INTERNATIONAL (THE
"STABILIZING MANAGER") (OR PERSONS ACTING ON ITS BEHALF) MAY OVER ALLOT OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE RESPECTIVE NOTES
AT A LEVEL WHICH MIGHT NOT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE
THAT THE STABILIZING MANAGER (OR PERSONS ACTING ON ITS BEHALF) WILL UNDERTAKE
STABILIZATION ACTION TO DO THIS. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER
THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THIS OFFERING
IS MADE AND, IF BEGUN, MAY BE DISCONTINUED AT ANY TIME AND MUST BE BROUGHT TO AN
END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE DATE AND 60
CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY STABILIZATION
ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE RELEVANT STABILIZING
MANAGER (OR PERSONS ACTING ON ITS BEHALF) IN ACCORDANCE WITH ALL APPLICABLE
LAWS AND RULES. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "PLAN OF DISTRIBUTION."
NOTICE TO INVESTORS
United States
The Notes have not been, and will not be, registered under the U.S. federal securities laws or the securities
laws of any other jurisdictions. The Notes may only be offered and sold to non-U.S. persons outside the United
States in reliance on Regulation S. The Notes are not transferable except in accordance with the restrictions
described under "Plan of Distribution" and "Transfer Restrictions." The Notes described in this offering
memorandum have not been registered with, recommended by or approved by the SEC, any state securities
commission in the United States or any other securities commission or regulatory authority, nor has the SEC or
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any state securities commission in the United States or any such other securities commission or authority passed
upon the accuracy or adequacy of this offering memorandum. Any representation to the contrary is a criminal
offense.
European Economic Area
This offering memorandum has been prepared on the basis that all offers of the Notes will be made
pursuant to an exemption under the Prospectus Regulation (as defined below), from the requirement to produce a
prospectus for offers of the Notes. In relation to each Member State of the European Economic Area ("EEA"),
with effect from and including the date on which the Prospectus Regulation is implemented in that EU Member
State no offer of Notes to the public in that EU Member State may be made other than:
(a)
to any legal entity which is a qualified investor as defined in the Prospectus Regulation;
(b)
to fewer than 150 natural or legal persons (other than qualified investors as defined in the
Prospectus Regulation); or
(c)
in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
provided that no such offer of Notes shall require us or any of the Initial Purchasers to publish a
prospectus pursuant to Article 3 of the Prospectus Regulation. Accordingly, any person making or intending to
make any offer within the EEA of the Notes should only do so in circumstances in which no obligation arises for
us or any of the Initial Purchasers to produce a prospectus for such offer. Neither we nor the Initial Purchasers
have authorized, nor do authorize, the making of any offer of Notes through any financial intermediary, other than
offers made by the Initial Purchasers, which constitute the final placement of the Notes contemplated in this
offering memorandum.
For the purposes of this section, the expression an "offer of Notes to the public" in relation to any Notes
in any EU Member State (as defined herein) means the communication in any form and by any means of sufficient
information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase
or subscribe the Notes, as the same may be varied in that EU Member State by any measure implementing the
Prospectus Regulation in that EU Member State. The expression "Prospectus Regulation" means Regulation (EU)
2017/1129, and includes any relevant implementing measure in the EU Member State.
Professional Investors and ECPs Only Target Market
Solely for the purposes of the product approval process of the Manufacturers, as defined in the Purchase
Agreement (as defined herein), 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 ("ECPs") and professional clients only, each as defined
in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the Manufacturers' target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the Manufacturers' target market assessment)
and determining appropriate distribution channels.
Prohibition of Sales to EEA Retail Investors
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the European Economic Area (the "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"), (ii) a customer within the meaning of Directive
2016/97/EU (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, or (iii) not a qualified investor as defined
in Regulation (EU) 2017/1129 (as amended or superseded, the "Prospectus Regulation"). Consequently no key
information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared
and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
iii




Italy
No action has been or will be taken which could allow an offering to the public in the Republic of Italy
within the meaning of Article 1, paragraph 1, letter t) of Legislative Decree No. 58 of February 24, 1998, as
subsequently integrated and amended (the "Italian Financial Act") and, in particular, the Offering has not been
cleared by the Commissione Nazionale per la Società e la Borsa ("CONSOB") (the Italian securities exchange
commission), pursuant to Italian securities legislation and will not be subject to review by CONSOB. Accordingly,
the Notes may not be offered, sold or delivered directly or indirectly in the Republic of Italy, and neither this
offering memorandum nor any other offering memorandum, prospectus, form of application, advertisement, other
offering material or other documentation relating to the Notes may be issued, distributed or published in the
Republic of Italy, except: (a) to qualified investors (investitori qualificati) as defined pursuant to Article 2 of
Regulation (EU) 2017/1129 (the "Prospectus Regulation"); or (b) in any other circumstances which are exempted
from the rules on public offerings pursuant to Article 1 of the Prospectus Regulation and any other applicable
Italian laws and regulations.
The Notes may not be offered, sold or delivered and neither this offering memorandum nor any other
material relating to the Notes, may be distributed or made available in the Republic of Italy unless such offer, sale
or delivery of Notes or distribution or availability of copies of this offering memorandum or any other offering
material or other documentation relating to the Notes in the Republic of Italy is made in compliance with the
selling restrictions above and must be made as follows: (a) by investment firms, banks or financial intermediaries
permitted to conduct such activities in Italy in accordance, as applicable, with Legislative Decree No 385 of
September 1, 1993 (the "Italian Banking Act") as subsequently integrated and amended, the Italian Financial Act,
the Issuer Regulation, Regulation 20307 and any other applicable laws and regulations; and (b) in compliance
with all relevant Italian securities, tax and exchange control and other applicable laws and regulations and any
other applicable requirements or limitations which may be imposed from time to time by CONSOB, the Bank of
Italy (including, the reporting requirements, where applicable, pursuant to Article 129 of the Italian Banking Act
and the implementing guidelines of the Bank of Italy, as amended from time to time) and/or other competent
Italian authority. For a further description of certain restrictions on offers and sales of the Notes and the
distribution of this offering memorandum in the Republic of Italy, see "Transfer Restrictions."
Any investor purchasing the Notes is solely responsible for ensuring that any offer or resale of the
Notes by such investor occurs in compliance with applicable laws and regulations.
FORWARD-LOOKING STATEMENTS
This offering memorandum contains forward-looking statements within the meaning of the securities
laws of the United States and certain other jurisdictions, including prospective financial information and forecasts.
All statements other than statements of historical fact contained in this offering memorandum, including, but not
limited to, statements regarding the Group's future financial positions and results of operations and the factors
affecting such results, business strategies, budgets, the markets in which the Group operates and expected
developments in such markets, the projected costs and plans and objectives of the Group's management for future
operations, are forward-looking statements and are primarily contained in the sections entitled "Summary," "Risk
Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business"
and "Industry." In some cases, forward-looking statements contain terms such as "anticipate(s)," "believe(s),"
"could," "estimate(s)," "expect(s)," "intend(s)," "may," "plan(s)," "potential," "predict(s)," "should," "will,"
"would" and similar expressions, which are intended to identify a statement as forward-looking.
These forward-looking statements reflect our current views, beliefs, intentions or expectations of future
events, are based on our assumptions and involve known and unknown risks, uncertainties and other factors that
may cause actual results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by these forward-looking statements. Many of these risks,
uncertainties and other factors in this offering memorandum are discussed in greater detail under "Risk Factors,"
Given these risks, uncertainties and other factors, you should not place undue reliance on the forward-looking
statements in this offering memorandum.
Important factors that could cause actual results to differ materially from those referenced in
forward-looking statements, some of which are beyond our control, include, but are not limited to:
·
deterioration in the economic or political situation in Italy;
·
political uncertainty in Italy;
iv




·
disruption of our ICT and information systems, including SIA and equensWorldline;
·
vulnerability or weakness of our IT infrastructure or those of our outsourcers;
·
the impact of privacy and data protection regulation;
·
adverse changes to interchange regulations and other payment regulations;
·
inability to maintain relationships with our partner banks;
·
condition of the Italian banking sector;
·
increased competition from third parties;
·
the cost of adapting to and providing new technologies and services;
·
an inability to fulfill our obligations under our existing debt and guarantee arrangements or any
inability to secure adequate funding for our future operations;
·
credit risk from our customers and partner banks;
·
fraud by third parties;
·
liability for the actions of our directors, employees, and others;
·
adverse changes to payment network rules or standards;
·
reliance on financial institutions for our clearing activities;
·
regulatory changes in Italy or Europe;
·
failure to successfully integrate acquired businesses and identify opportunities for future
acquisitions and liabilities relating to disposed businesses;
·
failure to attract and retain key employees;
·
inadequate risk management policies and procedures;
·
adverse results of litigation;
·
inadequate insurance coverage, or increased insurance costs;
·
an inability to adequately protect our intellectual property rights and/or infringement of or
failure to obtain the intellectual property rights of third parties;
·
liquidity risk;
·
significant impairments of goodwill, other intangible assets or investments;
·
changes to our tax laws or challenges or changes to our tax position;
·
uncertainty regarding the financial situation of Banca Carige;
·
inefficiencies due to relationships with related parties;
·
increased scrutiny of antitrust regulators as a result of our market position;
v




·
liabilities and losses in relation to Visa Europe;
·
exposure to outstanding liabilities of Depobank;
·
failure to adequately protect data;
·
exposure to interest rate volatility;
·
development of the Italian payments market below our expectations;
·
a reduction in our number of customers due to consolidation in the Italian banking market; and
·
increased insourcing of operations by our bank customers.
These risks and others described under "Risk Factors" are not exhaustive. Other sections of this offering
memorandum describe additional factors that could adversely affect our financial position, results of operations
and liquidity. New risks can emerge from time to time, and it is not possible for us to predict all such risks, nor
can we assess the impact of all such risks on our business or the extent to which any risks, or combination of risks
and other factors, may cause actual results to differ materially from those contained in any forward looking
statements.
Given these risks and uncertainties, you should not rely on forward looking statements as a prediction of
actual results.
Any forward-looking statements are only made as at the date of this offering memorandum, and we do
not intend, and do not assume any obligation, to update forward-looking statements set out in this offering
memorandum. You should interpret all subsequent written or oral forward-looking statements attributable to us
or to persons acting on our behalf as being qualified by the cautionary statements in this offering memorandum.
As a result, you should not place undue reliance on these forward-looking statements.
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Document Outline