Bond Italgas Energia 0.5% ( XS2299002423 ) in EUR

Issuer Italgas Energia
Market price 100 %  ▲ 
Country  Italy
ISIN code  XS2299002423 ( in EUR )
Interest rate 0.5% per year ( payment 1 time a year)
Maturity 16/02/2033 - Bond has expired



Prospectus brochure of the bond Italgas S.P.A XS2299002423 in EUR 0.5%, expired


Minimal amount /
Total amount /
Detailed description Italgas S.p.A. is a leading Italian natural gas distribution company managing a network spanning across Italy, primarily focused on infrastructure ownership, operation, and maintenance.

The Bond issued by Italgas Energia ( Italy ) , in EUR, with the ISIN code XS2299002423, pays a coupon of 0.5% per year.
The coupons are paid 1 time per year and the Bond maturity is 16/02/2033







BASE PROSPECTUS
Italgas S.p.A.
(incorporated with limited liability in the Republic of Italy)
6,500,000,000
Euro Medium Term Note Programme
Under this 6,500,000,000 Euro Medium Term Note Programme (the Programme), Italgas S.p.A. (the
Issuer, Italgas or the Company) may from time to time issue notes (the Notes) denominated in any
currency agreed between the Issuer and the relevant Dealer (as defined below).
The maximum aggregate nominal amount of all Notes from time to time outstanding under the
Programme will not exceed 6,500,000,000 (or its equivalent in other currencies calculated as described
in the Programme Agreement described herein), subject to increase as described herein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "General
Description of the Programme" and any additional Dealer appointed under the Programme from time
to time by the Issuer (each a Dealer and together the Dealers), which appointment may be for a specific
issue or on an ongoing basis. References in this Base Prospectus to the relevant Dealer shall, in the
case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers
agreeing to subscribe such Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of
these risks see "Risk Factors".
This Base Prospectus is valid until 7 October 2022. The obligation to supplement this Base Prospectus
in the event of significant new factors, material mistakes or material inaccuracies does not apply when
this Base Prospectus is no longer valid.
This Base Prospectus has been approved as a base prospectus by the Commission de Surveillance du
Secteur Financier (the CSSF) in its capacity as competent authority under Regulation (EU) 2017/1129
(the Prospectus Regulation). The CSSF only approves this Base Prospectus as meeting the
standards of completeness, comprehensibility and consistency imposed by the Prospectus
Regulation. Such approval should not be considered as an endorsement of either the Issuer or the
quality of the Notes that are the subject of this Base Prospectus and investors should make their own
assessment as to the suitability of investing in the Notes. Further, by approving this Prospectus, the
CSSF gives no undertaking as to the economic and financial soundness of the transaction or the quality
or solvency of the Issuer pursuant to Article 6(4) of Luxembourg Law of 16 July 2019 on Prospectuses
for Securities (the Prospectus Law).
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme
to be admitted to trading on the professional segment of the Luxembourg Stock Exchange's regulated
market and to be listed on the Official List of the Luxembourg Stock Exchange.
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References in this Base Prospectus to Notes being listed (and all related references) shall mean that
such Notes have been admitted to trading on the professional segment of the Luxembourg Stock
Exchange's regulated market and have been admitted to the Official List of the Luxembourg Stock
Exchange. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes
of Directive 2014/65/EU, as amended (MiFID II).
The requirement to publish a prospectus under the Prospectus Regulation only applies to Notes which
are to be admitted to trading on a regulated market in the European Economic Area (the EEA) and/or
offered to the public in the EEA other than in circumstances where an exemption is available under
Article 1(4) of the Prospectus Regulation.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue
price of Notes and certain other information which is applicable to each Tranche (as defined under
"Terms and Conditions of the Notes") of Notes will be set out in a final terms document (the Final
Terms) which, with respect to Notes to be listed, will be filed with the CSSF. Copies of Final Terms in
relation to Notes to be listed on the Official List of the Luxembourg Stock Exchange will also be
published on the website of the Luxembourg Stock Exchange (www.bourse.lu).
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such
other or further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer.
The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended
(the Securities Act) or any U.S. State securities laws and may not be offered or sold in the United States
or to, or for the account or the benefit of, U.S. persons as defined in Regulation S under the Securities
Act unless an exemption from the registration requirements of the Securities Act is available and in
accordance with all applicable securities laws of any state of the United States and any other jurisdiction.
The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the
Terms and Conditions of the Notes herein, in which event a supplement to the Base Prospectus, a new
Base Prospectus or a drawdown prospectus, in the case of listed Notes only, if appropriate, will be made
available which will describe the effect of the agreement reached in relation to such Notes.
The rating of certain Series of Notes to be issued under the Programme may be specified in the
applicable Final Terms. Whether or not each credit rating applied for in relation to relevant Series of
Notes will be issued by a credit rating agency established in the European Union and registered under
Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation), and included in the list of credit
rating agencies published by the European Securities and Markets Authority (ESMA) on its website (at
https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA
Regulation, or by a credit rating agency established in the United Kingdom ("UK") and registered under
the CRA Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal)
Act 2018 ("EUWA") (the "UK CRA Regulation") will be disclosed in the Final Terms. A security
rating is not a recommendation to buy, sell or hold securities and may be subject to suspension,
reduction or withdrawal at any time by the assigning rating agency. Please also refer to "Risks related
to the market generally" in the "Risk Factors" section of this Base Prospectus. Amounts payable under
the Notes may be calculated by reference, inter alia, to EURIBOR, which is provided by the European
Money Markets Institute, or to LIBOR, which is provided by ICE Benchmark Administration Limited,
as specified in the relevant Final Terms. As at the date of this Base Prospectus, the European Money
Markets Institute appears on the register of administrators and benchmarks established and maintained
by ESMA pursuant to Article 36 of Regulation (EU) 2016/1011 (the Benchmark Regulation), while
ICE Benchmark Administration Limited is not included in the register of administrators and
benchmarks established and maintained by ESMA pursuant to Article 36 of the Benchmarks Regulation.
As far as the Issuer is aware, the transitional provisions of Article 51 of the Benchmarks Regulation
2


apply, such that ICE Benchmark Administration Limited is currently not required to obtain recognition,
endorsement or equivalence.
Arrangers
BNP PARIBAS
UniCredit
Dealers
Barclays
BNP PARIBAS
Citigroup
Crédit Agricole CIB
Goldman Sachs International
IMI ­ Intesa Sanpaolo
ING
J.P. Morgan
Mediobanca
Morgan Stanley
Santander Corporate & Investment Banking
Société Générale Corporate & Investment Banking
UniCredit
The date of this Base Prospectus is 7 October 2021.
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IMPORTANT INFORMATION
This Base Prospectus comprises a base prospectus in respect of all Notes issued under the
Programme for the purposes of Article 8 of the Prospectus Regulation. For the avoidance of doubt,
when used in this Base Prospectus, references to "Prospectus Regulation" means Regulation (EU)
2017/1129 and "UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 (the EUWA).
The Issuer accepts responsibility for the information contained in this Base Prospectus and the
Final Terms for each Tranche of Notes issued under the Programme. To the best of the knowledge
of the Issuer the information contained in this Base Prospectus is in accordance with the facts and
does not omit anything likely to affect the import of such information.
Copies of Final Terms will be available from the registered office of the Issuer and the specified
office set out below of each of the Paying Agents (as defined below).
This Base Prospectus is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference"). This Base
Prospectus shall be read and construed on the basis that such documents are incorporated by
reference and form part of this Base Prospectus.
Other than in relation to the documents which are deemed to be incorporated by reference (see
"Documents Incorporated by Reference"), the information on the websites to which this Base
Prospectus refers does not form part of this Base Prospectus and has not been scrutinised or
approved by the CSSF.
The Dealers have not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or
liability is accepted by the Dealers as to the accuracy or completeness of the information contained
or incorporated by reference in this Base Prospectus or any other information provided by the
Issuer in connection with the Programme. No Dealer accepts any liability in relation to the
information contained or incorporated by reference in this Base Prospectus or any other
information provided by the Issuer in connection with the Programme.
This Base Prospectus contains industry and customer-related data as well as calculations taken
from industry reports, market research reports, publicly available information and commercial
publications. It is hereby confirmed that (a) to the extent that information reproduced herein
derives from a third party, such information has been accurately reproduced and (b) insofar as
the Issuer is aware and is able to ascertain from information derived from a third party, no facts
have been omitted which would render the information reproduced inaccurate or misleading.
No person is or has been authorised by the Issuer or any Dealer to give any information or to
make any representation not contained in or not consistent with this Base Prospectus or any other
information supplied in connection with the Programme or 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.
Neither this Base Prospectus nor any other information supplied in connection with the
Programme or any Notes (i) is intended to provide the basis of any credit or other evaluation or
(ii) should be considered as a recommendation by the Issuer or any of the Dealers that any
recipient of this Base Prospectus or any other information supplied in connection with the
Programme or any Notes should purchase any Notes. Each investor contemplating purchasing
any Notes should make its own independent investigation of the financial condition and affairs,
and its own appraisal of the creditworthiness, of the Issuer. Neither this Base Prospectus nor any
4


other information supplied in connection with the Programme or the issue of any Notes
constitutes an offer or invitation by or on behalf of the Issuer or any of the Dealers to any person
to subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in
any circumstances imply that the information contained herein concerning the Issuer is correct
at any time subsequent to the date hereof or that any other information supplied in connection
with the Programme is correct as of any time subsequent to the date indicated in the document
containing the same. The Dealers expressly do not undertake to review the financial condition or
affairs of the Issuer during the life of the Programme or to advise any investor in Notes issued
under the Programme of any information coming to their attention.
The Notes have not been and will not be registered under the Securities Act and are subject to
U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or
delivered within the United States or to, or for the account or benefit of, U.S. persons (see
"Subscription and Sale").
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any
Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in
such jurisdiction. The distribution of this Base Prospectus and the offer or sale of Notes may be
restricted by law in certain jurisdictions. The Issuer and the Dealers do not represent that this
Base Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in
compliance with any applicable registration or other requirements in any such jurisdiction, or
pursuant to an exemption available thereunder, or assume any responsibility for facilitating any
such distribution or offering. In particular, no action has been taken by the Issuer or the Dealers
which is intended to permit a public offering of any Notes or distribution of this Base Prospectus
in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be
offered or sold, directly or indirectly, and neither this Base Prospectus nor any advertisement or
other offering material may be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with any applicable laws and regulations. Persons
into whose possession this Base Prospectus or any Notes may come must inform themselves about,
and observe, any such restrictions on the distribution of this Base Prospectus and the offering and
sale of Notes. In particular, there are restrictions on the distribution of this Base Prospectus and
the offer or sale of Notes in the United States, the EEA (including the Republic of Italy and
France), the UK, Japan and Singapore, see "Subscription and Sale".
This Base Prospectus has been prepared on the basis that any offer of Notes in any Member State
of the EEA (each, an "EU Member State") or the UK will be made pursuant to an exemption
under the Prospectus Regulation or the Financial Services and Markets Act 2000 (the "FSMA"),
respectively, from the requirement to publish a prospectus for offers of Notes. Accordingly, any
person making or intending to make an offer in an EU Member State or the UK of Notes which
are the subject of an offering contemplated in this Base Prospectus as completed by Final Terms
in relation to the offer of those Notes may only do so in circumstances in which no obligation
arises for the Issuer or any Dealer to publish or supplement a prospectus pursuant to the
Prospectus Regulation, the FSMA and/or the UK Prospectus Regulation (as applicable), in each
case, in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor does it
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.
All references in this document to Euro and refer to the currency introduced at the start of the
third stage of European economic and monetary union pursuant to the Treaty on the functioning
of the European Union, as amended and all references to U.S. dollars, U.S.$ and $ refer to United
States dollars.
5


Important ­ EEA Retail Investors ­ If the Final Terms in respect of any Notes include a legend
entitled "Prohibition of Sales to EEA Retail Investors", the Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available
to any retail investor in the 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 MiFID II; (ii) a customer
within the meaning of Directive (EU) 2016/97 (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 Article 2 of 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.
Important ­ UK Retail Investors ­ If the Final Terms in respect of any Notes include a legend
entitled "Prohibition of Sales to UK Retail Investors", the Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available
to any retail investor in the UK. For these purposes, a retail investor means a person who is one
(or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565
as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of the
provisions of the FSMA and any rules or regulations made under the FSMA to implement the
Insurance Distribution Directive, where that customer would not qualify as a professional client
as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic
law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the UK
Prospectus Regulation. Consequently no key information document required by the PRIIPs
Regulation as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation")
for offering or selling the Notes or otherwise making them available to retail investors in the UK
has been prepared and therefore offering or selling the Notes or otherwise making them available
to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MIFID II Product Governance / Target Market ­ The Final Terms in respect of any Notes may
include a legend entitled "MIFID II product governance / Professional investors and ECPs only
target market" which will outline the target market assessment in respect of the Notes and which
channels for distribution of the Notes are appropriate. Any person subsequently offering, selling
or recommending the Notes (a "distributor") should take into consideration the target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own
target market assessment in respect of the Notes (by either adopting or refining the target market
assessment) and determining appropriate distribution channels. A determination will be made in
relation to each issue about whether, for the purpose of the product governance rules under EU
Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer subscribing
for a Tranche of Notes is a manufacturer in respect of such Notes, but otherwise neither the
Arrangers nor the Dealers nor any of their respective affiliates will be a manufacturer for the
purpose of the MIFID Product Governance Rules.
UK MiFIR product governance / target market ­ The Final Terms in respect of any Notes may
include a legend entitled "UK MiFIR Product Governance" which will outline the target market
assessment in respect of the Notes and which channels for distribution of the Notes are
appropriate. Any distributor should take into consideration the target market assessment;
however, a distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the target market assessment) and determining appropriate distribution channels. A
determination will be made in relation to each issue about whether, for the purpose of the UK
6


MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in
respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their
respective affiliates will be a manufacturer for the purpose of the UK MiFIR Product Governance
Rules.
PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B(1)(c) OF THE SECURITIES
AND FUTURES ACT (CHAPTER 289) OF SINGAPORE
With respect to each issuance of Notes, the Issuer may make a determination about the
classification of such Notes (or beneficial interests therein) for purposes of Section 309B(1)(a) of
the Securities and Futures Act (Chapter 289) of Singapore (as amended, the "SFA"). The Final
Terms in respect of any Notes may include a legend titled "Notification under Section 309B(1)(c)
of the Securities and Futures Act (Chapter 289) of Singapore" that will state the product
classification of the applicable Notes (and, if applicable, beneficial interests therein) pursuant to
Section 309B(1) of the SFA; however, unless otherwise stated in the applicable Final Terms, all
Notes (or beneficial interests therein) shall be "prescribed capital markets products" (as defined
in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and
Excluded Investment Products (as defined in the Monetary Authority of Singapore (the "MAS")
Notice SFA 04-N12: Notice on the Sale of Investment Products and the MAS Notice FAA-N16:
Notice on Recommendations on Investment Products). This notification or any such legend
included in the relevant Final Terms will constitute notice to "relevant persons" for purposes of
Section 309B(1)(c) of the SFA.
SUITABILITY OF INVESTMENT
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes
must determine the suitability of that investment in light of its own circumstances. In particular,
each potential investor may wish to consider, either on its own or with the help of its financial and
other professional advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes,
the merits and risks of investing in the Notes and the information contained or
incorporated by reference in this Base Prospectus or any applicable supplement;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of
its particular financial situation, an investment in the Notes and the impact the Notes will
have on its overall investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in
the Notes, including Notes with principal or interest payable in one or more currencies,
or where the currency for principal or interest payments is different from the potential
investor's currency;
(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of any
relevant indices and financial markets; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that
may affect its investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of
certain investors are subject to investment laws and regulations, or review or regulation by
certain authorities. Each potential investor should consult its legal advisers to determine whether
and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for
various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Notes.
7


Financial institutions should consult their legal advisers or the appropriate regulators to
determine the appropriate treatment of Notes under any applicable risk-based capital or similar
rules.
Forward-Looking Statements
This Base Prospectus may contain forward-looking statements, including (without limitation)
statements identified by the use of terminology such as "anticipates", "believes", "estimates",
"expects", "intends", "may", "plans", "projects", "will", "would" or similar words and
expressions. These statements are based on the Issuer's current expectations and projections
about future events and involve substantial uncertainties. All statements, other than statements
of historical facts, contained herein regarding the Issuer's strategy, goals, plans, future financial
position, projected revenues and costs or prospects are forward-looking statements. Forward-
looking statements are subject to inherent risks and uncertainties, some of which cannot be
predicted or quantified. Future events or actual results could differ materially from those set
forth in, contemplated by or underlying forward-looking statements. The Issuer does not
undertake any obligation to publicly update or revise any forward-looking statements.
Second-party Opinions and External Verification
In connection with the issue of Notes as Step Up Notes (also referred herein as "Sustainability-
linked Notes") under the Programme, an opinion, report or certification of a third party (whether
or not solicited by the Issuer) (Second-party Opinions), including the Sustainability-Linked Bond
Framework Second-party Opinion (as defined in the risk factor "Risks related to any Second-
party Opinions") which may be provided in respect of any Notes issued Step Up Notes, may or
may not be made available, as the case may be. Any information in such Second-party Opinions
or any past or future Second-party Opinions provided pursuant to Condition 14 (Available
Information) is not part of this Base Prospectus and should not be relied upon in connection with
making any investment decision with respect to any Notes to be issued under the Programme. In
addition, no assurance or representation is given by the Issuer, any other member of the Group,
the Dealers or any other member of their group, Second-party Opinion providers, the
independent auditors or the External Verifier as to the suitability or reliability for any purpose
whatsoever of any Second-party Opinion in connection with the offering of anyStep Up Notes
under the Programme. Any such Second-party Opinion and any other document related thereto
is not, nor shall it be deemed to be, incorporated in and/or form part of this Base Prospectus.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in the
applicable Final Terms may over-allot Notes or effect transactions with a view to supporting the
market price of the Notes at a level higher than that which might otherwise prevail. However,
stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on
which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is
made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days
after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of
the relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by
the relevant Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s))
in accordance with all applicable laws and rules.
8


TABLE OF CONTENTS
Page
General Description of the Programme ................................................................................................ 10
Risk Factors .......................................................................................................................................... 17
Documents Incorporated by Reference ................................................................................................. 48
Form of the Notes ................................................................................................................................. 52
Form of Final Terms ............................................................................................................................. 55
Terms and Conditions of the Notes ....................................................................................................... 77
Use of Proceeds................................................................................................................................... 124
Description of the Issuer ..................................................................................................................... 125
Glossary of Terms and Legislation Relating to the Issuer .................................................................. 175
Regulatory and Legislative Framework .............................................................................................. 178
Taxation .............................................................................................................................................. 192
Subscription and Sale .......................................................................................................................... 203
General Information ............................................................................................................................ 209
Annex 1 - Further Information Related To Inflation Linked Notes .................................................... 212
9


GENERAL DESCRIPTION OF THE PROGRAMME
The following general description of the Programme does not purport to be complete and is taken
from, and is qualified in its entirety by, the remainder of this Base Prospectus and, in relation to the
terms and conditions of any particular Tranche of Notes, the applicable Final Terms. The Issuer and
any relevant Dealer may agree that Notes shall be issued in a form other than that contemplated in
the Terms and Conditions, in which event, a new Base Prospectus, a drawdown prospectus or a
supplement to the Base Prospectus, if appropriate, in the case of listed Notes only, will be made
available which will describe the effect of the agreement reached in relation to such Notes.
This description constitutes a general description of the Programme for the purposes of Article 25 of
the Commission Delegated Regulation (EU) 2019/980 (the Delegated Regulation).
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" shall
have the same meanings in this description.
Issuer:
Italgas S.p.A.
Legal Entity Identifier (LEI) of the Issuer:
815600F25FF44EF1FA76
Website of the Issuer:
https://www.italgas.it/en/investors/debt-rating/emtn-
program
Risk Factors:
There are certain factors that may affect the Issuer's
ability to fulfil its obligations under Notes issued
under the Programme. These are set out under "Risk
Factors" and include, among others, risks relating to
the effect of changes in tariff levels and risks of
changes in regulation and legislation. In addition,
there are certain factors which are material for the
purpose of assessing the market risks associated with
Notes issued under the Programme. These are set out
under "Risk Factors" and include certain risks relating
to the structure of particular Series of Notes and
certain market risks.
Description:
Euro Medium Term Note Programme
Arrangers:
BNP Paribas
UniCredit Bank AG
Dealers:
Banco Santander, S.A.
Barclays Bank Ireland PLC
BNP Paribas
Citigroup Global Markets Limited
Crédit Agricole Corporate and Investment Bank
Goldman Sachs International
ING Bank N.V.
Intesa Sanpaolo S.p.A.
J.P. Morgan AG
Mediobanca ­ Banca di Credito Finanziario S.p.A.
Morgan Stanley & Co. International plc
Société Générale
UniCredit Bank AG
10