Obbligazione Mediocredito 4.625% ( XS0615801742 ) in EUR

Emittente Mediocredito
Prezzo di mercato 100 EUR  ▼ 
Paese  Italia
Codice isin  XS0615801742 ( in EUR )
Tasso d'interesse 4.625% per anno ( pagato 1 volta l'anno)
Scadenza 11/10/2016 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Mediobanca XS0615801742 in EUR 4.625%, scaduta


Importo minimo 100 000 EUR
Importo totale 750 000 000 EUR
Descrizione dettagliata Mediobanca è una banca d'investimenti italiana che fornisce servizi di consulenza finanziaria, gestione patrimoniale e investment banking a clienti istituzionali e privati.

The Obbligazione issued by Mediocredito ( Italy ) , in EUR, with the ISIN code XS0615801742, pays a coupon of 4.625% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 11/10/2016







BASE PROSPECTUS
Dated: 13 January 2011
MEDIOBANCA - Banca di Credito Finanziario S.p.A.
(incorporated with limited liability in the Republic of Italy)
MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.
(incorporated with limited liability in Luxembourg)
Euro 40,000,000,000
Issuance Programme
guaranteed in the case of Notes, Certificates and Warrants issued by Mediobanca International
(Luxembourg) S.A.
by
MEDIOBANCA - Banca di Credito Finanziario S.p.A.
Under the Euro 40,000,000,000 Issuance Programme (the "Programme") described in this Base
Prospectus (as defined below), each of Mediobanca - Banca di Credito Finanziario S.p.A.
("Mediobanca") and Mediobanca International (Luxembourg) S.A. ("Mediobanca International")
(each an "Issuer" and together the "Issuers") may from time to time issue notes ("Notes"),
certificates ("Certificates") and warrants ("Warrants" and, together with the Certificates, the
"Securities") subject in each case to compliance with all relevant laws, regulations and directives.
The payment of all amounts due and the performance of any non-cash delivery obligations in respect of
any Notes or Securities issued by Mediobanca International will be unconditionally and irrevocably
guaranteed by Mediobanca (in such capacity, the "Guarantor") under a deed of guarantee and subject
to the limitations thereof executed by the Guarantor and dated 13 January 2011 (the "Deed of
Guarantee"). Notes issued under the Programme will have denominations of not less than Euro 1,000.
An investment in Notes or Securities issued under the Programme involves certain risks. For a
discussion of these risks, see "Risk Factors" beginning on page 32.
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in
its capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for
securities to approve this document as a base prospectus for each Issuer. Application has also been
made for Notes and Securities issued under the Programme during the period of 12 months from the
date of this Base Prospectus to be listed on the official list of the Luxembourg Stock Exchange (the
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"Official List") and admitted to trading on the regulated market of the Luxembourg Stock Exchange.
References in this Base Prospectus to a "regulated market" shall have the meaning given to them in
the Markets in Financial Instruments Directive 2004/39/EC.
The Programme provides that Notes or Securities may be listed or admitted to trading (as the case may
be) on such other or further stock exchange(s) or market(s) as may be agreed between the relevant
Issuer, the Guarantor (where applicable) and the relevant Dealer (as defined in "Plan of
Distribution"). Unlisted Notes or Securities or Notes or Securities not admitted to trading on any
market may also be issued. This Base Prospectus comprises two base prospectuses (one for each
Issuer, each of which referred to herein as the "Base Prospectus") for the purposes of Directive
2003/71/EC (the "Prospectus Directive").
The CSSF may, at the request of the relevant Issuer, send to the competent authority of another
European Economic Area Member State (i) a copy of this Base Prospectus; (ii) a certificate of
approval pursuant to Article 18 of the Prospectus Directive attesting that this Base Prospectus has
been drawn up in accordance with the Prospectus Directive (an "Attestation Certificate"); and (iii) if
so required by such competent authority, a translation of the summary set out on pages from 8 to 31 of
this Base Prospectus. Under the Luxembourg Law on Prospectuses for Securities which implements
the Prospectus Directive, prospectuses relating to money market instruments having a maturity at issue
of less than 12 months and complying also with the definition of securities are not subject to the
approval provisions of Part II of such law.
Notice of the aggregate nominal amount of Notes or Securities (if applicable), interest (if any) payable
in respect of Notes or Securities, the issue price of Notes or Securities and any other terms and
conditions not contained herein which are applicable to each Tranche (as defined below) of Notes or
Securities will be set out, respectively, in the final terms relating to the Notes (the "Note Final
Terms") and the final terms relating to the Securities (the "Securities Final Terms" and, together
with the Note Final Terms, the "Final Terms") which, with respect to Notes or Securities to be listed
on the Luxembourg Stock Exchange, will be delivered to the Luxembourg Stock Exchange and, with
respect to Notes or Securities to be listed on any other or further Stock Exchange, will be delivered to
the relevant Stock Exchange.
The Notes and the Securities have not been, and will not be, registered under the U.S. Securities Act of
1933, as amended (the "Securities Act"), or any state securities laws, and may not be offered or sold
within the United States or to, or for the account or benefit of, any U.S. person (as defined in
Regulation S under 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 will be offered and sold in
offshore transactions outside the United States in reliance on Regulation S under the Securities Act.
The Notes will be in bearer form and as such are subject to certain U.S. tax law requirements.
Arranger of the Programme
MEDIOBANCA - Banca di Credito Finanziario S.p.A.
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Dealers
BANCA ALETTI & C.
BANCA IMI
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
BARCLAYS CAPITAL
BNP PARIBAS
CRÉDIT AGRICOLE CIB
DEUTSCHE BANK
MEDIOBANCA - Banca di Credito Finanziario S.p.A.
MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.
SANTANDER GLOBAL BANKING & MARKETS
SOCIÉTÉ
GÉNÉRALE
CORPORATE
&
INVESTMENT BANKING
THE ROYAL BANK OF SCOTLAND
UBS INVESTMENT BANK
UNICREDIT BANK

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IMPORTANT NOTICES
This document constitutes a Base Prospectus for each Issuer for the purposes of Article 5.4 of the
Prospectus Directive.
Each of the Issuers and the Guarantor, where indicated in the relevant Final Terms, accepts
responsibility for the information contained in this document and, to the best of the knowledge of each
of the Issuers and the Guarantor (which have 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.
Each of the Issuers and the Guarantor, having made all reasonable enquiries confirms that (i) this
Base Prospectus contains all information with respect to the Issuers, the Guarantor, the Guarantor and
its subsidiaries taken as a whole (the "Group" or the "Mediobanca Group"), the Notes, the Securities
and the deed of guarantee executed by the Guarantor and dated 13 January 2011 (the "Deed of
Guarantee") which is material in the context of the issue and offering of Notes and the Securities, (ii)
the statements contained in this Base Prospectus relating to the Issuers, the Guarantor and the Group
are in every material respect true and accurate and not misleading, the opinions and intentions
expressed in this Base Prospectus with regard to the Issuers, the Guarantor and the Group are
honestly held, have been reached after considering all relevant circumstances and are based on
reasonable assumptions, (iii) there are no other facts in relation to the Issuers, the Guarantor, the
Group, the Notes, the Securities or the Deed of Guarantee the omission of which would, in the context
of the issue and offering of Notes or Securities, make any statement in this Base Prospectus misleading
in any material respect and (iv) all reasonable enquiries have been made by the Issuers and the
Guarantor to ascertain such facts and to verify the accuracy of all such information and statements.
This Base Prospectus should be read and construed with any supplement hereto and with any other
documents incorporated by reference herein and, in relation to any Tranche of Notes or Securities,
should be read and construed together with the relevant Final Terms.
No person has been authorised to give any information or to make any representation other than those
contained in this Base Prospectus in connection with the issue or sale of Notes or Securities and, if
given or made, such information or representation must not be relied upon as having been authorised
by either of the Issuers, the Guarantor or any of the Dealers. Neither the delivery of this Base
Prospectus or any Final Terms nor any sale made in connection herewith shall, under any
circumstances, create any implication that there has been no change in the affairs of either Issuer or
the Guarantor since the date hereof or the date upon which this document has been most recently
supplemented or that there has been no adverse change in the financial position of either Issuer or the
Guarantor since the date hereof or the date upon which this document has been most recently
supplemented or that any other information supplied in connection with the Programme is correct as of
any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of either Issuer,
the Guarantor or any of the Dealers to subscribe for, or purchase, any Notes or Securities.
The distribution of this Base Prospectus and the offering or sale of Notes or Securities in certain
jurisdictions may be restricted by law. The Issuers and the Dealers do not represent that this Base
Prospectus may be lawfully distributed, or that any Notes or Securities may be lawfully offered, in
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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 Issuers or the Dealers which
would permit a public offering of any Notes or Securities outside Luxembourg or distribution of this
Base Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes
or Securities may be offered or sold, directly or indirectly including to the public, 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, any Notes or any Securities 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 or Securities. In particular, the Notes and the Securities
have not been and will not be registered under the Securities Act and are subject to U.S. tax law
requirements.
This Base Prospectus has been prepared by the Issuer and the Guarantor for use in connection with the
offer and sale of Notes or Securities in reliance upon Regulation S of the Securities Act outside the
United States to non-U.S. persons or in transactions otherwise exempt from registration. Its use for any
other purpose in the United States is not authorised. It may not be copied or reproduced in whole or in
part nor may it be distributed or any of its contents disclosed to anyone other than the prospective
investors to whom it is originally submitted.
The Notes and the Securities have not been approved or disapproved by the U.S. Securities and
Exchange Commission, any state securities commission in the United States or any other U.S.
regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of
the offering of the Notes or the Securities or the accuracy or the adequacy of this Base Prospectus. Any
representation to the contrary is a criminal offence in the United States.
For a description of additional restrictions on the distribution of this Base Prospectus and the offer or
sale of Notes or Securities in the United States, the European Economic Area (including the United
Kingdom and Italy) and other jurisdictions, see "Plan of Distribution".
The Dealers have not separately verified the information contained in this Base Prospectus. None of
the Dealers makes any representation express or implied, or accepts any responsibility, with respect to
the accuracy or completeness of any of the information in this Base Prospectus. Neither this Base
Prospectus nor any financial statements are intended to provide the basis of any credit or other
evaluation and should not be considered as a recommendation by either of the Issuers, the Guarantor
or any of the Dealers that any recipient of this Base Prospectus or any financial statements should
purchase any Notes or Securities.
Each potential purchaser of Notes or Securities should determine for itself the relevance of the
information contained in this Base Prospectus and its purchase of Notes or Securities should be based
upon such investigation as it deems necessary. None of the Dealers undertakes to review the financial
condition or affairs of the Issuers or the Guarantor during the life of the arrangements contemplated
by this Base Prospectus nor to advise any investor or potential investor in the Notes or Securities of
any information coming to the attention of any of the Dealers.
5


STABILISATION
In connection with the issue of any Tranche of Notes or Securities under the Programme, the Dealer or
Dealers (if any) named as the stabilising manager(s) (the "Stabilising Manager(s)") (or persons acting
on behalf of any Stabilising Manager(s)) in the applicable Final Terms may over-allot Notes or
Securities or effect transactions with a view to supporting the market price of the Notes or Securities at
a level higher than that which might otherwise prevail. However, there is no assurance that the
Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake
stabilisation action. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche of Notes or Securities is made and, if begun,
may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the
relevant Tranche of Notes or Securities and 60 days after the date of the allotment of the relevant
Tranche of Notes or Securities. Any stabilisation action or over-allotment must be conducted by the
relevant Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) in accordance
with all applicable laws and rules.
*****
Notes or Securities may be issued on a continuous basis in series (each a "Series") having one or
more issue dates and on terms otherwise identical (or identical other than in respect of the first
payment of interest), the Notes or Securities of each Series being intended to be interchangeable with
all other Notes or Securities, as the case may be, of that Series. Each Series may be issued in tranches
(each a "Tranche") on different issue dates. The specific terms of each Tranche (which will be
supplemented, where necessary, with supplemental terms and conditions and, save in respect of the
issue date, issue price, first payment of interest and principal amount of the Tranche, will be identical
to the terms of other Tranches of the same Series) will be set forth in the relevant Final Terms, the form
of which is set out in "Form of Final Terms of Notes" and in "Form of Final Terms of Securities", as
applicable, below.
The maximum aggregate principal amount of Notes and Securities outstanding at any one time under
the Programme will not exceed Euro 40,000,000,000 (and for this purpose, any Notes or Securities
denominated in another currency shall be translated 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
"Plan of Distribution"). The maximum aggregate principal amount of Notes and Securities 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.
In this Base Prospectus, unless otherwise specified or the context otherwise requires: references to
"$", "U.S.$", "USD" and "US Dollars" are to the lawful currency of the United States of America;
references to "Euro" are to the single currency introduced at the start of the third stage of the
European Economic and Monetary Union pursuant to the Treaty establishing the European
Community, as amended; references to "£" are to the lawful currency of the United Kingdom; and
references to "Yen" are to the lawful currency of Japan.
6


CONTENTS
SUMMARY OF THE PROGRAMME .................................................................................................... 8
RISK FACTORS .................................................................................................................................... 32
DOCUMENTS INCORPORATED BY REFERENCE ......................................................................... 71
SUPPLEMENTS AND FURTHER PROSPECTUSES......................................................................... 74
FORMS OF THE NOTES AND OF SECURITIES............................................................................... 75
GENERAL DESCRIPTION OF THE EURO 40,000,000,000 ISSUANCE PROGRAMME............... 81
TERMS AND CONDITIONS OF THE NOTES ................................................................................... 99
GENERAL TERMS FOR CREDIT-LINKED NOTES ....................................................................... 134
ADDITIONAL TERMS FOR PHYSICAL DELIVERY NOTES ....................................................... 201
TERMS AND CONDITIONS OF THE SECURITIES ....................................................................... 207
PROVISIONS RELATING TO THE NOTES AND SECURITIES WHILE IN GLOBAL FORM ... 261
USE OF PROCEEDS ........................................................................................................................... 268
INFORMATION ON MEDIOBANCA - BANCA DI CREDITO FINANZIARIO S.P.A.................. 269
FINANCIAL INFORMATION OF MEDIOBANCA ­ BANCA DI CREDITO FINANZIARIO S.P.A.
.............................................................................................................................................................. 290
INFORMATION ON MEDIOBANCA INTERNATIONAL (LUXEMBOURG) S.A. ...................... 291
FINANCIAL INFORMATION OF MEDIOBANCA INTERNATIONAL (LUXEMBOURG) S.A. 297
PLAN OF DISTRIBUTION................................................................................................................. 298
FORM OF NOTE FINAL TERMS ...................................................................................................... 303
FORM OF SECURITIES FINAL TERMS .......................................................................................... 334
TAXATION ......................................................................................................................................... 357
GENERAL INFORMATION............................................................................................................... 380
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SUMMARY OF THE PROGRAMME
This section of the Base Prospectus constitutes a summary (the "Summary") for the purposes of
Article 5(2) of the Prospectus Directive.
This Summary must be read as an introduction to this Base Prospectus and any decision to invest
in any Notes or Securities should be based on a consideration of this Base Prospectus as a whole,
including the documents incorporated by reference. Following the implementation of the relevant
provisions of the Prospectus Directive in each Member State of the European Economic Area, no
civil liability in respect of this Summary, including any translation thereof, will attach to the
person responsible for this Summary in any such Member State, unless it is misleading,
inaccurate or inconsistent when read together with the other parts of this Base Prospectus.
Where a claim relating to information contained in this Base Prospectus is brought before a
court in a Member State of the European Economic Area, the claimant may, under the national
legislation of the Member State where the claim is brought, be required to bear the costs of
translating the Base Prospectus before the legal proceedings are initiated.
Capitalised terms used elsewhere in this Base Prospectus shall have the same meanings in this
Summary. Words and expressions defined in "Forms of the Notes and the Securities", the "Terms and
Conditions of the Notes", the "Additional Terms for Physical Delivery Notes", "General Terms for
Credit Linked Notes" and the "Terms and Conditions of the Securities" shall have the same meaning in
this Summary.
Issuers:
Mediobanca
­
Banca
di
Credito
Finanziario
S.p.A.
and Mediobanca International (Luxembourg) S.A.
Mediobanca - Banca di Credito
Mediobanca was established in 1946 as a medium-term credit
Finanziario S.p.A.:
granting institution in Italy. In 1956 Mediobanca's shares were
admitted to the Italian Stock Exchange and since then its business
has expanded both nationally and internationally.
Mediobanca is registered at the Companies' Registry of the
Chamber of Commerce of Milan, Italy under registration number
00714490158. Mediobanca's registered office is at Piazzetta E.
Cuccia 1, Milan, Italy, telephone number (+39) 0288291.
Mediobanca holds a banking licence from the Bank of Italy
authorising it to carry on all permitted types of banking activities
in Italy.
Mediobanca is a bank organised and existing under the laws of
Italy, carrying out a wide range of banking, financial and related
activities throughout Italy.
As the date hereof, Mediobanca's issued share capital totals Euro
430,551,480.00, represented by 861,102,960 registered shares of
nominal value Euro 0.50.
The Board of Directors of Mediobanca is responsible for the
8


ordinary and extraordinary management of Mediobanca.
Mediobanca International
Mediobanca International is a société anonyme subject to
(Luxembourg) S.A.:
Luxembourg law and having its place of registration in
Luxembourg. On 15 December 2005 the Luxembourg Minister of
the Treasury and the Budget, on the recommendation of the CSSF,
granted Mediobanca International a full banking licence pursuant
to which its operations include raising funds in the international
markets and lending, consistent with Mediobanca International's
articles of association approved by the shareholders in the general
meeting held on 21 December 2005.
Mediobanca International is registered at the Luxembourg trade
and companies registry under registration number B 112885.
Mediobanca International's registered office is at 14 Boulevard
Roosevelt L-2450 Luxembourg, Luxembourg.
At the date hereof, Mediobanca International's issued and
authorised share capital totals Euro 10,000,000 represented by
1,000,000 registered shares of Euro 10 par value.
The Board of Directors of Mediobanca International is responsible
for setting authorisation levels, defining organisational structure,
defining the system of internal control and reviewing it on a
regular basis, and approving the bank's accounts and interim
statements. Day-to-day management is entrusted to two managing
directors.
Guarantor:
Mediobanca - Banca di Credito Finanziario S.p.A. (with respect to
Notes and Securities issued by Mediobanca International
(Luxembourg) S.A.
Risk Factors relating to the
There are certain factors that may affect each Issuer's ability to
Issuers, the Guarantor and the
fulfil its obligations under Notes or Securities issued under the
Mediobanca Group:
Programme. These include the following risk factors related to the
Mediobanca Group, its operations and its industry:
(i)
The Issuer's financial results may be affected by events
which are difficult to anticipate.
(ii)
The Issuer's financial results are affected by changes in
interest rates.
(iii)
The Issuer's financial results may be affected by market
declines and volatility.
(iv)
The Issuer is subject to credit and market risk. Current
market conditions are unprecedented.
9


(v)
Sustained market weakness and volatility may adversely
affect the Issuer's investment banking and financial
advisory revenues and subject the Issuer to risks of losses
from clients and other counterparties.
(vi)
Protracted market declines can reduce liquidity in the
markets, making it harder to sell assets and leading to
material losses.
(vii)
Market volatility and difficult access to debt capital markets
can adversely affect the Issuer's liquidity.
(viii)
Intense competition, especially in the Italian market, where
the Issuer has the largest concentration of its business,
could materially adversely effect the Issuer's revenues and
profitability.
(ix)
The Issuer's risk management policies, procedures and
methods may nevertheless leave the Issuer exposed to
unidentified or unanticipated risks, which could lead to
material losses.
(x)
The Issuer is subject to operational risk.
(xi)
Changes in the Italian and European regulatory framework
could adversely affect the Issuer's business.
Risk Factors relating to the
In addition, there are certain factors which are material for the
Notes and the Securities:
purpose of assessing the risks related to Notes or Securities issued
under the Programme. The Notes or Securities may not be suitable
for all investors. A wide range of Notes or Securities may be
issued under the Programme. A number of these Notes and
Securities may have features which contain particular risks for
potential investors. These include the following:
(i)
The Notes and the Securities may not be a suitable
investment for all investors.
(ii)
Under EC Council Directive 2003/48/EC on the taxation of
savings income, each Member State of the European
Economic Area is required to provide to the tax authorities
of another Member State of the European Economic Area
details of payments of interest or other similar income paid
by a person within its jurisdiction to, or collected by such a
person in favour of, an individual resident in that other
Member State; however, for a transitional period, Austria
and Luxembourg may instead apply a withholding system
in relation to such payments, deducting tax at rates rising
over time to 35%.
10