Obbligazione Valtellina Credito 0% ( XS0213725525 ) in EUR

Valtellina Credito

100 EUR ▲

Italia

XS0213725525 ( in EUR )

14/03/2015 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Credito Valtellinese XS0213725525 in EUR 0%, scaduta

1 000 EUR

150 000 000 EUR

Credito Valtellinese (Creval) è una banca commerciale italiana con sede a Sondrio, operante principalmente in Lombardia e nelle regioni limitrofe, specializzata in servizi bancari per privati, aziende e professionisti.

The Obbligazione issued by Valtellina Credito ( Italy ) , in EUR, with the ISIN code XS0213725525, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 14/03/2015

BASE PROSPECTUS

CREDITO VALTELLINESE S.p.A.
(incorporated with limited liability under the laws of the Republic of Italy)
5,000,000,000

Euro Medium Term Note Programme

Under the 5,000,000,000 Euro Medium Term Note Programme (the "Programme") described in this Base
Prospectus, Credito Valtellinese S.p.A. ("Credito Valtellinese" or the "Issuer") may from time to time issue certain
non-equity securities in bearer form, denominated in any currency and governed by English Law (the "English Law
Notes") or by Italian Law (the "Italian Law Notes", and together with the English Law Notes, the "Notes"), as
described in further detail herein.
The terms and conditions for the English Law Notes are set out herein in "Terms and Conditions for the English Law
Notes" and the terms and conditions for the Italian Law Notes are set out herein in "Terms and Conditions for the
Italian Law Notes". References to the "Notes" shall be to the English Law Notes and/or the Italian Law Notes, as
appropriate and references to the "Terms and Conditions" or the "Conditions" shall be to the Terms and Conditions
for the English Law Notes and/or the Terms and Conditions for the Italian Law Notes, as appropriate. For the
avoidance of doubt, in "Terms and Conditions for the English Law Notes", references to the "Notes" shall be to the
English Law Notes, and in "Terms and Conditions for the Italian Law Notes", references to the "Notes" shall be to
the Italian Law Notes.
This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") in its
capacity as competent authority in Luxembourg as a base prospectus under article 8 of Regulation (EU) 2017/1129,
as amended (the "Prospectus Regulation"). Application has been made for Notes issued under the Programme
during the period of 12 months from the date of this Base Prospectus to be listed on the Official List and admitted to
trading on the regulated market of the Luxembourg Stock Exchange, which is a regulated market for the purposes of
the Markets in Financial Instruments Directive 2014/65/EU. The Programme also allows for Notes to be unlisted or
to be admitted to listing, trading and/or quotation by such other or further listing authorities, stock exchanges and/or
quotation systems as may be agreed with the Issuer. The CSSF only approves this Base Prospectus as meeting the
standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by
the CSSF should not be considered as an endorsement of the Issuer.
This Base Prospectus is valid for 12 months from its date in relation to Notes which are to be admitted to
trading on a regulated market in the European Economic Area (the EEA). The obligation to supplement this
Base Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not
apply when this Base Prospectus is no longer valid.
The Programme has been rated "(P)B2" (Senior Unsecured Debt), "(P)B2" (Subordinated Debt), "(P)NP" (Short
Term Debt) by Moody's France SAS ("Moody's") and "BB (high)" with Stable Trend (Long Term Debt), "BB
(low)" with Stable Trend (Subordinated Debt), "R-3" with Stable Trend (Short Term Debt) by DBRS Ratings GmbH
("DBRS"). Each of Moody's and DBRS is established in the European Union and registered under Regulation (EC)
No 1060/2009, as amended (the "CRA Regulation"). As such, each of Moody's and DBRS is included in the list of
credit rating agencies published by the European Securities and Market Authority on its website (at
https://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation.
Notes issued under the Programme may be rated or unrated. Where an issue of Notes is rated, its rating will be
specified in the Final Terms and will not necessarily be the same as the rating assigned to the Programme by the
relevant rating agency. 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.
Amounts payable on Floating Rate Notes and/or Reset Notes will be calculated by reference to one of LIBOR,
EURIBOR or CMS, as specified in the relevant Final Terms. As at the date of this Base Prospectus, the EMMI

(European Money Market Institute), as administrator of EURIBOR, and the ICE Benchmark Administration, as
administrator of LIBOR and CMS, are included in the register of administrators maintained by the European
Securities and Markets Authority (ESMA) under Article 36 of the Regulation (EU) No. 2016/1011 (the
"Benchmarks Regulation").
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks, see
"Risk Factors" on page 4.
Other than in relation to the documents which are deemed to be incorporated by reference (see "Information
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.

Arranger

BofA Merrill Lynch

Dealers

BofA Merrill Lynch
Mediobanca Banca di Credito Finanziario
S.p.A.

UniCredit Bank

Dated 22 October 2019

- ii-

CONTENTS

Page
IMPORTANT NOTICES ................................................................................................. 1
RISK FACTORS .............................................................................................................. 4
GENERAL DESCRIPTION OF THE PROGRAMME ................................................. 31
ALTERNATIVE PERFORMANCE MEASURES ....................................................... 39
INFORMATION INCORPORATED BY REFERENCE .............................................. 46
FURTHER PROSPECTUSES ....................................................................................... 48
FORMS OF THE NOTES .............................................................................................. 49
TERMS AND CONDITIONS FOR THE ENGLISH LAW NOTES ............................ 54
TERMS AND CONDITIONS FOR THE ITALIAN LAW NOTES ........................... 100
FORM OF FINAL TERMS .......................................................................................... 152
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL
FORM ........................................................................................................................... 171
DESCRIPTION OF THE ISSUER .............................................................................. 175
TAXATION ................................................................................................................. 205
SUBSCRIPTION AND SALE ..................................................................................... 215
GENERAL INFORMATION ...................................................................................... 221

IMPORTANT NOTICES
The Issuer accepts responsibility for the information contained in this document and the
Final Terms for each Tranche of Notes issued under the Programme and, to the best of
its knowledge (having taken all reasonable care to ensure that such is the case), the
information contained in this document is in accordance with the facts and does not
omit anything likely to affect the import of such information.
This Base Prospectus should be read and construed together with any supplements
hereto and with any other information incorporated by reference herein and, in relation
to any Tranche (as defined herein) of Notes, should be read and construed together with
the relevant Final Terms (as defined herein).
The Issuer has confirmed to the Dealers named under "Subscription and Sale" below
that this Base Prospectus (including, for this purpose, each relevant Final Terms)
contains all information which is (in the context of the Programme and the issue,
offering and sale of the Notes) material; that such information is true and accurate in all
material respects and is not misleading in any material respect; that any opinions,
predictions or intentions expressed herein are honestly held or made and are not
misleading in any material respect; that this Base Prospectus does not omit to state any
material fact necessary to make such information, opinions, predictions or intentions (in
the context of the Programme and the issue, offering and sale of the Notes) not
misleading in any material respect; and that all proper enquiries have been made to
verify the foregoing.
No person has been authorised to give any information or to make any representation
not contained in or not consistent with this Base Prospectus or any other document
entered into in relation to the Programme or any information supplied by the Issuer or
such other information as is in the public domain and, if given or made, such
information or representation should not be relied upon as having been authorised by
the Issuer or any Dealer.
No representation or warranty is made or implied by the Dealers or any of their
respective affiliates, and neither the Dealers nor any of their respective affiliates have
authorised the whole or any part of this Base Prospectus and none of them makes any
representation or warranty or accepts any responsibility as to the accuracy or
completeness of the information contained in this Base Prospectus. Neither the delivery
of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any Note
shall, in any circumstances, create any implication that the information contained in this
Base Prospectus is true subsequent to the date hereof or the date upon which this Base
Prospectus has been most recently amended or supplemented by a supplement or that
there has been no adverse change, or any event reasonably likely to involve any adverse
change, in the condition (financial or otherwise) of the Issuer since the date thereof or, if
later, the date upon which this Base Prospectus has been most recently amended or
supplemented by a supplement or that any other information supplied in connection
with the Programme is correct at any time subsequent to the date on which it is supplied
or, if different, the date indicated in the document containing the same.
The distribution of this Base Prospectus and any Final Terms and the offering, sale and
delivery of the Notes in certain jurisdictions may be restricted by law. Persons into
whose possession this Base Prospectus or any Final Terms comes are required by the

- 1 -

Issuer and the Dealers to inform themselves about and to observe any such restrictions.
For a description of certain restrictions on offers, sales and deliveries of Notes and on
the distribution of this Base Prospectus or any Final Terms and other offering material
relating to the Notes, see "Subscription and Sale" below. In particular, Notes have not
been and will not be registered under the United States Securities Act of 1933 (as
amended) (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 U.S. persons.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to
subscribe for or purchase any Notes and should not be considered as a recommendation
by the Issuer, the Dealers or any of them that any recipient of this Base Prospectus or
any Final Terms should subscribe for or purchase any Notes. Each recipient of this Base
Prospectus or any Final Terms shall be taken to have made its own investigation and
appraisal of the condition (financial or otherwise) of the Issuer.
IMPORTANT EEA RETAIL INVESTORS
If the Final Terms in respect of any Notes includes 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 European Economic Area ("EEA"). For these purposes, a
retail investor means a person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (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 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.
MiFID II product governance / target market The Final Terms in respect of any
Notes will include a legend entitled "MiFID II 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 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 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 MIFID Product
Governance Rules.

- 2 -

The maximum aggregate principal amount of Notes outstanding at any one time under
the Programme will not exceed 5,000,000,000 and, for this purpose, any Notes
denominated in another currency shall be converted into euro at the date of the
agreement to issue such Notes, calculated in accordance with the provisions of the
Dealer Agreement (as defined under "Subscription and Sale"). The maximum aggregate
principal amount of Notes which may be outstanding at any one time under the
Programme may be increased from time to time, subject to compliance with the relevant
provisions of the Dealer Agreement.
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.
In this Base Prospectus, unless otherwise specified or where the context requires
otherwise, references to a "Member State" are references to a Member State of the
European Economic Area and references to "", "EUR" or "euro" are to the single
currency introduced at the start of the third stage of European economic and monetary
union and as defined in Article 2 of Council Regulation (EC) No. 974/98 of 3 May 1998
on the introduction of the euro, as amended; references to "£" and "Sterling" are to the
lawful currency for the time being of the United Kingdom; and references to "billions"
are to thousands of millions.
Certain figures included in this Base Prospectus have been subject to rounding
adjustments; accordingly, figures shown for the same category presented in different
tables may vary slightly and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures which precede them.
In connection with the issue of any Tranche of Notes under the Programme, 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
Stabilisation Manager(s) (or persons acting on behalf of the Stabilisation
Manager(s)) in accordance with all applicable laws and rules.

- 3 -

RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its
obligations under the Notes issued under the Programme. Most of these factors are
contingencies which may or may not occur and the Issuer is not in a position to express
a view on the likelihood of any such contingency occurring. In addition, factors which
are material for the purpose of assessing the market risks associated with Notes issued
under the Programme are also described below.
The Issuer (hereinafter also referred to as "CreVal") believes that the factors described
below represent the principal risks inherent in investing in Notes issued under the
Programme, but the inability of the Issuer to pay interest, principal or other amounts on
or in connection with any Notes may occur for other reasons which may not be
considered significant risks by the Issuer based on information currently available to it
or which it may not currently be able to anticipate. In addition, the order in which the
risk factors are presented below is not intended to be indicative either of the relative
likelihood that each risk will materialise or of the magnitude of their potential impact
on the business, financial condition and results of operations of the Issuer or the
Issuer's group (hereinafter also referred to as the "Group").
Prospective investors should also read the detailed information set out elsewhere in this
Base Prospectus and reach their own views prior to making any investment decision.
Words and expressions defined in "Forms of the Notes", "Terms and Conditions for the
English Law Notes" and "Terms and Conditions for the Italian Law Notes" or elsewhere
in this Base Prospectus have the same meaning in this section. Prospective investors
should read the entire Base Prospectus.
Factors that may affect the Issuer's ability to fulfil its obligations under the Notes
The risks below have been classified into the following categories:
Risks relating to the Issuer's financial position;
Risks relating to the Issuer's business activity and industry;
Risks related to the legal and regulatory environment of the Issuer;
Risks related to the internal control of the Issuer; and
Risks related to the political, environmental, social and governance environment of the
Issuer.
Risks relating to the Issuer's financial position
Risks related to economic and financial conditions
The earning capacity and stability of the Issuer are affected by the general state of the
economy, the dynamics of financial markets and, in particular, the strength and growth
prospects of the economy in Italy (and the creditworthiness of its sovereign debt), as
well as that of the Eurozone as a whole. In addition, the risk remains that a default of
one or more countries in the Eurozone, the extent and precise nature of which is

- 4 -

impossible to predict, could lead to the expulsion or voluntary withdrawal of one or
more countries from the Eurozone or a disorderly break-up of the Eurozone, either of
which could significantly disrupt financial markets and possibly trigger another global
recession.
Negative trends related to any of these factors, particularly in times of economic and
financial crisis and market volatility, as well as protracted political and economic
uncertainty, may cause the Issuer to suffer losses, increases in funding costs and a
diminution in the value of its assets, with a potential adverse effect on its (and the
Group's) liquidity, financial position and results of operations including its ability to
access the capital and financial markets and to refinance debt in order to meet its
funding requirements.
Risks concerning liquidity
The Group's businesses are subject to risks concerning liquidity which are inherent in its
banking operations and could affect the Group's ability to meet its financial obligations
as they fall due or to fulfil its commitments to lend. In order to ensure that the Group
continues to meet its funding obligations and to maintain or grow its business generally,
it relies on customer savings and transmission balances, as well as ongoing access to the
wholesale lending markets. Should the Group be unable to continue to maintain a
sustainable funding profile which can withstand sudden shocks, its ability to fund its
financial obligations at a competitive cost, or at all, could be adversely affected with a
consequent material adverse effect on the financial condition and results of operations
of the Issuer and the Group.
Risk related to the rating assigned to the Issuer
The current ratings of the Programme are "(P)B2" (Senior Unsecured Debt), "(P)B2"
(Subordinated Debt), "(P)NP" (Short Term Debt) by Moody's and "BB (high)" with
Stable Trend (Long Term Debt), "BB (low)" with Stable Trend (Subordinated Debt),
"R-3" with Stable Trend (Short Term Debt) by DBRS. Both Moody's and DBRS are
established in the European Union and are registered under the Regulation (EC) No
1060/2009, as amended (the "CRA Regulation"). A downgrade of any of the Issuer's
ratings (for whatever reason) might result in higher funding and refinancing costs for
the Issuer in the capital markets. In addition, a downgrade of any of the Issuer's ratings
may limit the Issuer's opportunities to extend mortgage loans and may have a
particularly adverse effect on the Issuer's image as a participant in the capital markets,
as well as in the eyes of its clients. These factors may also have an adverse effect on the
Issuer's financial condition and/or results of operations and, as a consequence, on the
rating assigned to the Notes.
Risks relating to the Issuer's business activity and industry
Credit risk
The business of the Issuer and the Group, and the stability of their operating results and
financial condition depend on the creditworthiness of customers, including sovereign
debtors. Although in many cases the Issuer can require counterparties in financial
difficulty to provide further security, it cannot be ruled out that disputes will arise over
the amount of the security to which the Issuer is entitled and the value of the assets over

- 5 -

which security is to be given. The frequency of defaults, reductions in value and
disputes with counterparties over the value of security significantly increases in periods
of tension and market illiquidity.
A decrease in the creditworthiness of third parties whose bonds or other securities are
held by the Issuer, including sovereign debtors, could adversely affect the ability of the
Issuer to use those securities as collateral or use them for other purposes connected with
obtaining liquidity and/or could have an adverse impact on the results of the Issuer's
operations.
Risks related to quality of loans
Credit quality is affected by the continuing weakness of the economy and within the
banking system generally, a growing number of companies are struggling to repay
loans.
Further significant increases in the Group's non-performing loans could have a material
adverse effect on its financial condition and results of operation. The Issuer has taken
significant measures to dispose of its non-performing loans and an important element in
the 2019 2023 Business Plan "Sustainable Growth" is to deconsolidate non-
performing loans of the Group. However, the Italian banking system is currently
recording high levels of non-performing loans and, as a result, numerous other banks
may seek to dispose of these assets, which may result in excess supply and downward
price pressure.
The Issuer may, therefore, find it difficult to identify buyers for non-performing loans or
only find buyers at low prices, which may result in adverse consequences on the Issuer's
financial condition and results of operations.
Changes in interest rates
Fluctuations in interest rates influence the Group's financial performance. The results of
the Group's banking operations are affected by the Group's management of interest rate
sensitivity and, in particular, changes in market interest rates.
A mismatch of interest-earning assets and interest-bearing liabilities in any given
period, which tends to accompany changes in interest rates, may have a material effect
on the Group's financial condition or results of operations.
Market risk
The financial results of the Issuer are linked to the operational context in which it
carries on its business. In particular, the Issuer is exposed to potential changes in the
value of securities, including securities issued by sovereign debtors, as a result of
fluctuations in interest rates, exchange rates, the prices of listed securities and
commodities, and credit spreads. Such fluctuations may be triggered by changes in the
general performance of the economy, the appetite of investors, monetary and tax policy,
market liquidity on a global scale, the availability and cost of funding, action taken by
rating agencies, political events (both local and international), war and terrorism.
Although the Group has existing measures in place for the purposes of verifying risk,
there can be no assurance that, at a future date, faced with market-related trends, such as

- 6 -

share prices, inflation rates, interest rates and exchange rates and their volatility, as well
as changes in the creditworthiness of the Issuer, a reduction in the value of its assets or
an increase in financial liabilities will not have an adverse effect on the financial
conditions and results of operations of the Issuer and the Group.
Risks linked to the Issuer's strategy
On 18 June 2019, the Issuer's Board of Directors approved the 2019 2023 Business
Plan "Sustainable Growth". If one or more of the underlying assumptions of the plan do
not materialise or materialise only in part due to factors outside of the Issuer's control,
the objectives of management may not be achieved and, consequently, the Group's
financial performance could fall short of the forecasts under the plan, with a likely
adverse effect on the Issuer's financial condition and results of operations.
Risks related to competition in the banking and finance sector
The Issuer and the other companies of the Group operate in a highly competitive
market, with particular reference to the geographical areas where their activity is mainly
concentrated (in particular, Italy). Competitive pressure may arise either from consumer
demand of new services as well as technological demand, with the consequent necessity
to make investments, or as a result of competitors' specific competitive actions. In the
event that the Group is not able to respond to increasing competitive pressure by, for
example, offering profitable new services and products that meet client demands, the
Group could lose market share in a number of business sectors and/or fail to increase or
maintain the volumes of business and/or profit margins it has achieved in the past, with
possible adverse effects on the Issuer's financial condition and results of operations.
Risks related to the legal and regulatory environment of the Issuer
The Issuer may be unable to maintain the capital adequacy requirements
The rules on capital adequacy for banks define the prudential minimum capital
requirements, the quality of capital resources, and risk mitigation instruments. Such
rules are complex and evolve regularly. In addition, the European Central Bank (ECB),
as well as the Bank of Italy, can and do impose, as permitted by such rules, on the
Group additional requirements with respect to its capital, which may restrict the
Group's operational flexibility and may, should it fail to meet such requirements,
subject the Group to additional measures imposed by the ECB or other regulators.
Capital adequacy requirements include in addition to the capital ratios and buffer
provided by the CRR also the following main requirements: (a) the requirement to
maintain a Minimum Requirement for Own Funds and Eligible Liabilities (MREL),
expressed as a percentage of the total liabilities and own funds of the institution, in the
view of facilitating a smooth resolution of the bank, in the event of a resolution
decision; (b) a Liquidity Coverage Ratio (LCR), aimed at ensuring the ongoing ability
of the bank to meet its short-term obligations. Starting from June 2021, the banks shall
meet also a binding leverage ratio of 3 per cent, which is aimed at preventing banks
from excessively increasing their leverage levels, and a binding Net Stable Funding
Ratio (NSFR), designed to ensure that banks finance their long-term activities with
stable sources of funding in order to increase banks' resilience to funding constraints.

- 7 -