Obligation Carige Banca 0% ( IT0005170318 ) en EUR

Carige Banca

100 % ⇌

Italie

IT0005170318 ( en EUR )

28/10/2022 - Obligation échue

Prospectus brochure de l'obligation Banca Carige IT0005170318 en EUR 0%, échue

100 000 EUR

350 000 000 EUR

Banca Carige est une banque italienne basée à Gênes, ayant une histoire longue et complexe marquée par des difficultés financières et des restructurations successives.

L'Obligation émise par Carige Banca ( Italie ) , en EUR, avec le code ISIN IT0005170318, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 28/10/2022

BASE PROSPECTUS DATED 24 FEBRUARY, 2016
Banca Carige S.p.A.
(incorporated as a joint stock company in the Republic of Italy)
5,000,000,000 Covered Bond Programme
unconditionally and irrevocably guaranteed as to payments of interest and principal by
Carige Covered Bond 2 S.r.l.
(incorporated as a limited liability company in the Republic of Italy)
The 5,000,000,000 Covered Bond Programme (the Programme) described in this base prospectus (the Base Prospectus) has been established by
Banca Carige S.p.A. (Banca Carige or the Issuer) for the issuance of covered bonds (the Covered Bonds) guaranteed by Carige Covered Bond 2
S.r.l. (the Guarantor) pursuant to Article 7-bis of law of 30 April 1999, No. 130 as amended and supplemented (the Law 130), the Decree of the
Ministry of Economy and Finance of 14 December 2006, No. 310, as amended from time to time (the MEF Decree), the Supervisory Instructions
relating to covered bonds (Obbligazioni Bancarie Garantite) under Chapter III, Section 3, of the 5th update to circular n. 285 dated 17 December
2013 containing the "Disposizioni di vigilanza per le banche", as further implemented or amended (the BoI Regulations and, together with the Law
130 and the MEF Decree, jointly the OBG Regulations). The maximum aggregate nominal amount of all the Covered Bonds from time to time
outstanding under the Programme will not exceed 5,000,000,000 (or its equivalent in other currencies calculated as described herein).
The Covered Bonds constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer, guaranteed by the Guarantor and will
rank pari passu without preference among themselves and (save for any applicable statutory provisions) at least equally with all other present and
future unsecured and unsubordinated obligations of the Issuer from time to time outstanding. In the event of a compulsory winding-up of the Issuer,
any funds realised and payable to the Covered Bondholders will be collected by the Guarantor on their behalf.
This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the CSSF), which is the Luxembourg competent
authority for the purposes of Directive 2003/71/EC, as amended (which includes the amendments made by Directive 2010/73/EU, to the extent that
such amendments have been implemented in the relevant Member State of the European Economic Area) (the Prospectus Directive) and relevant
implementing measures in Luxembourg, as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing
measures in Luxembourg for the purposes of giving information with regard to the issue of Covered Bonds under the Programme during the period
of 12 months after the date hereof. The CSSF gives no undertaking as to the economic and financial soundness of the transaction and the quality or
solvency of the Issuer in line with the provisions of article 7 (7) of the Luxembourg Law on prospectuses for securities.
Application has been made for Covered Bonds (other than N Covered Bonds) to be admitted during the period of 12 months from the date of this
Base Prospectus to listing on the official list and trading on the regulated market of the Luxembourg Stock Exchange, which is a regulated market
for the purposes of Directive 2014/65/EU. In addition, the Issuer and each relevant Dealer named under "Subscription and Sale" may agree to make
an application to list a Series or Tranche on any other stock exchange as specified in the relevant Final Terms. The Programme also permits
Covered Bonds to be issued on an unlisted basis.
Covered Bonds may be issued in dematerialised form or in registered form also as German law governed registered covered bonds
(Namensschuldverschreibung) (the N Covered Bonds). The CSSF has neither reviewed nor approved the information contained in this Prospectus
in relation to any issuance of the Covered Bonds that are not to be publicly offered and not to be admitted to trading on the regulated market of any
Stock Exchange in any EU Member State and for which a prospectus is not required in accordance with the Prospectus Directive.
Where Covered Bonds issued under the Programme are admitted to trading on a regulated market within the European Economic Area or offered to
the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus
Directive, such Covered Bonds will not have a denomination of less than 100,000 (or, where the Covered Bonds are issued in a currency other
than euro, the equivalent amount in such other currency). The terms and conditions of the N Covered Bonds (the N Covered Bond Conditions)
will specify the minimum denomination for N Covered Bonds, which will not be listed.
Under the Programme, the Issuer may issue Covered Bonds denominated in any currency, including Euro, GBP, CHF, Yen and USD. Interest on
the Covered Bonds shall accrue monthly, quarterly, semi-annually, annually or on such other basis as specified in the relevant Final Terms (as
defined in the "Terms and Conditions of the Covered Bonds" below), in arrear at fixed or floating rate, increased or decreased by a margin. The
Issuer may also issue Covered Bonds at a discounted price with no interest accruing and repayable at nominal value (zero-coupon Covered Bonds).
The terms of each Series or Tranche will be set forth in the Final Terms relating to such Series or Tranche prepared in accordance with the
provisions of this Base Prospectus and, if listed, to be delivered to the regulated market of the Luxembourg Stock Exchange on or before the date of
issue of such Series or Tranche.
The Covered Bonds issued in dematerialised form will be held on behalf of their ultimate owners, until redemption or cancellation thereof, by
Monte Titoli S.p.A. whose registered office is in Milan, at Piazza degli Affari, No. 6, Italy, (Monte Titoli) for the account of the relevant Monte
Titoli Account Holders. The expression Monte Titoli Account Holders means any authorised financial intermediary institution entitled to hold
accounts on behalf of their customers with Monte Titoli and includes any Relevant Clearing System which holds account with Monte Titoli or any
depository banks appointed by the Relevant Clearing System. The expression Relevant Clearing Systems means any of Clearstream Banking,
Société Anonyme (Clearstream, ) and Euroclear Bank S.A./N.V. as operator of the Euroclear System (Euroclear). Each Series or Tranche is and
will be deposited with Monte Titoli on the relevant Issue Date (as defined in the "Terms and Conditions of the Covered Bonds" below). Monte
Titoli shall act as depositary for Clearstream and Euroclear. The Covered Bonds issued in dematerialised form will at all times be held in book
entry form and title to the Covered Bonds will be evidenced by book entries in accordance with the provisions of Legislative Decree No. 58 of 24
February 1998, as amended and supplemented (the Financial Law) and implementing regulations and with the joint regulation of the Commissione
Nazionale per le Società e la Borsa (CONSOB) and the Bank of Italy dated 22 February 2008 and published in the Official Gazette No. 54 of 4
March 2008, as subsequently amended and supplemented. No physical document of title is and will be issued in respect of the Covered Bonds
issued in dematerialised form.
Before the Maturity Date, the Covered Bonds will be subject to mandatory and optional redemption in whole or in part in certain circumstances, as
set out in Condition 8 (Redemption and Purchase).
The Issuer may agree with any Dealer that Covered Bonds may be issued in a form not contemplated by the Terms and Conditions of the Covered
Bonds and the Terms and Conditions of the N Covered Bonds herein, in which event (in the case of Covered Bonds admitted to the Official List
only) a supplement to the base prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation
to such Covered Bonds.
Each Series or Tranche may, on or after the relevant issue, be assigned a rating as specified in the relevant Final Terms by Moody's Investors
Service Ltd. (Moody's) and any other rating agency which may be appointed from time to time by the Issuer in relation to any issuance of Covered
Bonds or for the remaining duration of the Programme, to the extent that any of them at the relevant time provides ratings in respect of any series of
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Covered Bonds (the Rating Agencies). The rating of certain Series or Tranches to be issued under the Programme may be specified in the
applicable Final Terms or in the N Covered Bond Conditions (as applicable). 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) will be disclosed in the Final Terms or in the N Covered Bond Conditions (as applicable). The credit ratings
included or referred to in this Base Prospectus may be issued by Moody's, which is established in the European Union and is registered under the
CRA Regulation. As such Moody's is included in the list of credit rating agencies published by the European Securities and Markets Authority on
its website in accordance with such CRA Regulation as of the date of this Prospectus.
A credit rating, if provided, is not a recommendation to buy, sell or hold Covered Bonds and may be subject to revision or withdrawal by
the assigning Rating Agency at any time and each rating shall be evaluated independently of any other.
An investment in Covered Bond issued under the Programme involves certain risks. For a discussion of certain risks and other factors that
should be considered in connection with an investment in the Covered Bonds, see the section entitled "Risk Factors" of this Base
Prospectus.

Joint Arrangers
UBS Investment Bank
Natixis
The Royal Bank of Scotland plc

Dealers
UBS Investment Bank
Natixis
The Royal Bank of Scotland plc
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RESPONSIBILITY STATEMENTS
The Issuer accepts responsibility for the information contained in this Base Prospectus. To the
best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the
case), the information contained in this Base Prospectus is in accordance with the facts and
contains no omission likely to affect the import of such information.
The Guarantor has provided the information under the section headed "Description of the
Guarantor" and any other information contained in this Base Prospectus relating to itself for
which the Guarantor, together with the Issuer, accepts responsibility. To the best of the
knowledge of the Guarantor (having taken all reasonable care to ensure that such is the case),
the information and data in relation to which it is responsible as described above are in
accordance with the facts and do not contain any omission likely to affect the import of such
information and data. With respect to such information provided by the Guarantor, the
responsibility of the Issuer is limited to their correct reproduction.
NOTICE
This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of the
Prospectus Directive.
Subject as provided in the applicable Final Terms, the only persons authorised to use this
Base Prospectus (and, therefore, acting in association with the Issuer) in connection with an
offer of Covered Bonds are the persons named in the applicable Final Terms as the relevant
Dealer(s).
Copies of the Final Terms will be available from the registered office of the Issuer and the
Specified Office set out below of the Principal Paying Agent (as defined below) and on
website of the Luxembourg Stock Exchange (www.bourse.lu).
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 should be read and construed on the basis that such documents are incorporated by
reference in and form part of the Base Prospectus.
Capitalised terms used in this Base Prospectus shall have the meaning ascribed to them
in the "Terms and Conditions of the Covered Bonds" below, unless otherwise defined in
the specific section of this Base Prospectus in which they are used. For the ease of
reading this Base Prospectus, the "Glossary" below indicates the page of this Base
Prospectus on which each capitalised term is first defined.
Neither the Joint Arrangers nor any Dealer nor the Representative of the Covered
Bondholders have independently verified the information contained in this Base Prospectus.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no
responsibility or liability is accepted by Joint Arrangers, the Dealers and the Representative of
the Covered Bondholders 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, the Sellers and the Guarantor in connection with the Programme. Neither the Dealer
nor the Representative of the Covered Bondholders accepts any liability in relation to the
information contained or incorporated by reference in this Base Prospectus or any other
information provided by Issuer, the Sellers and the Guarantor in connection with the
Programme.
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The Issuer, and in respect of the information relating to themselves only, the Sellers and the
Guarantor, having made all reasonable enquiries, confirm that this Base Prospectus contains
all information which, according to the particular nature of the Issuer, the Sellers, the
Guarantor and the Covered Bonds, is necessary to enable investors to make an informed
assessment of the assets and liabilities, financial position, profits and losses and prospects of
the Issuer, the Sellers, the Guarantor and of the rights attaching the Covered Bonds, that the
information contained herein is true, accurate and not misleading in all material respects, that
the opinions and intentions expressed in this Base Prospectus are honestly held and that there
are no other facts the omission of which would make this Base Prospectus or any of such
information or the expression of any such opinions or intentions misleading in any material
respect. The Issuer, and in respect of the information relating to themselves only, the Sellers
and the Guarantor accept responsibility accordingly.
No person is or has been authorised by the Issuer or the Sellers or the Guarantor 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
Covered Bonds and, if given or made, such information or representation must not be relied
upon as having been authorised by the Issuer, the Sellers, the Guarantor, the Dealers or any
party to the Transaction Documents (as defined in the Conditions).
Neither this Base Prospectus nor any other information supplied in connection with the
Programme or any Covered Bonds (a) is intended to provide the basis of any credit or other
evaluation or (b) should be considered as a recommendation by the Issuer, the Sellers, the
Guarantor, the Joint Arrangers or any of the Dealers that any recipient of this Base Prospectus
or any other information supplied in connection with the Programme or any Covered Bonds
should purchase the Covered Bonds. Each investor contemplating purchasing any Covered
Bonds should make its own independent investigation of the financial condition and affairs,
and its own appraisal of the creditworthiness, of the Issuer and the Guarantor. Neither this
Base Prospectus nor any other information supplied in connection with the Programme or the
issue of any Covered Bonds constitutes an offer or invitation by or on behalf of the Issuer or
the Sellers or the Guarantor or any of the Dealers to any person to subscribe for or to purchase
any Covered Bonds.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of the Covered
Bonds shall in any circumstances imply that the information contained herein concerning the
Issuer, the Sellers and the Guarantor 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, the
Sellers and the Guarantor during the life of the Programme or to advise any investor in the
Covered Bonds of any information coming to their attention.
This Base Prospectus is valid for 12 months following its date of approval and it and any
supplement hereto as well as any Final Terms filed within these 12 months reflects the status
as of their respective dates of issue. The offering, sale or delivery of any Covered Bonds may
not be taken as an implication that the information contained in such documents is accurate
and complete subsequent to their respective dates of issue or that there has been no adverse
change in the financial condition of the Issuer since such date or that any other information
supplied in connection with the Programme is accurate 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 Issuer has undertaken with the Dealers to supplement this Base Prospectus or publish a
new Base Prospectus if and when the information herein should become materially inaccurate
or incomplete and has further agreed with the Dealers to furnish a supplement to the Base
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Prospectus in the event of any significant new factor, material mistake or inaccuracy relating
to the information included in this Base Prospectus which is capable of affecting the
assessment of the Covered Bonds and which arises or is noted between the time when this
Base Prospectus has been approved and the final closing of any Series or Tranche of Covered
Bonds offered to the public or, as the case may be, when trading of any Series or Tranche of
Covered Bonds on a regulated market begins, whichever occurs later, in respect of Covered
Bonds issued on the basis of this Base Prospectus.
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy
any Covered Bonds 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, any document
incorporated herein by reference and any Final Terms and the offering, sale and delivery of
the Covered Bonds in certain jurisdictions may be restricted by law. Persons into whose
possession this Base Prospectus or any Final Terms come are required by the 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 Covered Bonds and
on the distribution of the Base Prospectus or any Final Terms and other offering material
relating to the Covered Bonds, see "Selling Restrictions" of this Base Prospectus. In
particular, the Covered Bonds have not been and will not be registered under the United
States Securities Act of 1933, as amended. Subject to certain exceptions, Covered Bonds may
not be offered, sold or delivered within the United States of America or to U.S. persons.
There are further restrictions on the distribution of this Base Prospectus and the offer or sale
of Covered Bonds in the European Economic Area, including the United Kingdom, the
Republic of Ireland, Germany, the Republic of Italy, and in Japan. For a description of certain
restrictions on offers and sales of Covered Bonds and on distribution of this Base Prospectus,
see "Subscription and Sale".
Neither this Base Prospectus, any amendment or supplement thereto, nor any Final Terms (or
any part thereof) constitutes an offer, nor may they be used for the purpose of an offer to sell
any of the Covered Bonds, or a solicitation of an offer to buy any of the Covered Bonds, by
anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not
authorised or is unlawful. 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, the Sellers and the Guarantor.
PRESENTATION OF INFORMATION
In this Base Prospectus, references to or euro or EUR or Euro are to the single currency
introduced at the start of the Third Stage of European Economic and Monetary Union
pursuant to the Treaty establishing the European Community, as amended; references to
U.S.$ or U.S. Dollar are to the currency of the United States of America; reference to Yen are
to the currency of Japan; references to £ or UK Sterling are to the currency of the United
Kingdom; references to Italy are to the Republic of Italy; references to laws and regulations
are, unless otherwise specified, to the laws and regulations of Italy; and references to billions
are to thousands of millions.
Financial Information
The financial information set forth in this Base Prospectus is derived from (i) Banca Carige's
annual consolidated financial statements as of and for the year ended 31 December 2014 (the
2014 Consolidated Financial Statements), (ii) Banca Carige's annual consolidated financial
statements as of and for the year ended 31 December 2013 (the 2013 Consolidated Financial
Statements) (iii) Banca Carige's consolidated interim report as of 30 September 2015 (the
v

2015 Consolidated Interim Report, and, together with the 2014 Consolidated Financial
Statements and the 2013 Consolidated Financial Statements, the Financial Statements).
Moreover the Prospectus contains certain financial figures at December 31, 2015 and for the
year the ended derived from the unaudited preliminary consolidated balance sheet and the
unaudited preliminary consolidated statement of income approved by the Board of Directors
on February 11, 2016. The Bank's reporting process of the consolidated financial statements
is still ongoing. At the completion of this reporting actual results to be reported in the
financial statements, therefore, could differ significantly from those figures included in the
Prospectus, also due to the revision that could be required by changes in the accounting
estimates due to changes in circumstance, or the impact of unforeseen events, or the
correction of errors in the historical financial information used as a basis in the compilation of
those preliminary figures.
The 2014 Consolidated Financial Statements include (i) the consolidated figures as of and for
the year ended 31 December 2014, audited by Reconta Ernst & Young S.p.A. (the 2014
Audited Consolidated Financial Information); (ii) the comparative unaudited restated
consolidated figures as of and for the year ended 31 December 2013 (the 2013 Unaudited
Restated Consolidated Financial Information) and (iii) the comparative audited
consolidated balance sheet as of 31 December 2013. The 2014 Audited Consolidated
Financial Information was prepared in accordance with International Financial Reporting
Standards (IFRS), as adopted by the European Union and the instructions of the Bank of Italy
set forth in Circular No. 262 of 22 December 2005, as amended. Banca Carige has restated
certain comparative data related to 2013 with respect to the data previously presented in the
2013 Consolidated Financial Statements in order to reflect the application of IFRS 5 to take
into account the classification as disposal group (discontinued operations) of Banca Carige's
insurance companies, Carige Assicurazioni, Carige Vita Nuova and their subsidiaries, and
Banca Cesare Ponti and Creditis Servizi Finanziari S.p.A. (Creditis) to allow comparison
with the 2014 Audited Consolidated Financial Information on a consistent basis (the IFRS 5
Restatement). The methods used to restate the comparative financial data have been
examined by Reconta Ernst & Young S.p.A. in order to issue their audit opinion with respect
to the 2014 Audited Consolidated Financial Information. See "Description of Banca Carige
and Banca Carige Group Restatement of the Group's financial information as of and for the
year ended 31 December 2013".
The 2013 Consolidated Financial Statements include: (i) the consolidated figures as of and for
the year ended 31 December 2013, audited by Reconta Ernst & Young S.p.A. (the 2013
Audited Consolidated Financial Information); (ii) the comparative unaudited consolidated
restated figures as of and for the year ended 31 December 2012 (the 2012 Unaudited
Restated Consolidated Financial Information); and (iii) the unaudited restated data related
to the consolidated balance sheet as of 1 January 2012 (the Unaudited Restated
Consolidated Balance Sheet as of 1 January 2012). The 2013 Audited Consolidated
Financial Information was prepared in accordance with IFRS, as adopted by the European
Union, and the instructions of the Bank of Italy set forth in circular No. 262 of 22 December
2005, as amended. Banca Carige has restated certain 2012 comparative data and data at 1
January 2012 with respect to the data previously presented in the Banca Carige's consolidated
financial statements as of 31 December 2012 and for the year then ended (the 2012
Consolidated Financial Information) in order to (a) take account of the content of
CONSOB ruling No. 18758 of 10 January 2014 (Ruling 18758) as well as the notice from
CONSOB of 4 March 2014 initiating the process for the adoption of the measures referred to
in Article 154-ter(7) of the Financial Law (the Notice) and (b) reflect the retrospective
application of the recognition policy for a specific kind of premium (the Reinstatement
Premium) relating to non-life insurance (collectively, the IAS 8 Restatement). The 2012
vi

Unaudited Restated Consolidated Financial Information was prepared as part of the IAS 8
Restatement and is presented to allow comparison with the 2013 Audited Consolidated
Financial Information on a consistent basis. The methods used to restate the comparative
financial data have been examined by Reconta Ernst & Young S.p.A. in order to issue their
audit opinion with respect to the 2013 Audited Consolidated Financial Information. The 2012
Consolidated Financial Information has been further restated in certain material respects since
Banca Carige determined that such financial information was no longer comparable with the
2013 Audited Consolidated Financial Information presented in this Base Prospectus. See
"Description of Banca Carige and Banca Carige Group Restatement of the Group's
financial information as of and for the year ended 31 December 2012".
The 2015 Consolidated Interim Report include: (i) the Group unaudited consolidated figures
as of and for the nine months ended 30 September 2015 prepared in accordance with Art.
154-ter of Italian Legislative Decree no. 58 of 24 February 1998 (Financial Reporting), (the
2015 Unaudited Interim Consolidated Financial Information) (ii) the comparative
unaudited consolidated restated figures for the nine months ended 30 September 2014 (the
2014 Unaudited Restated Interim Consolidated Financial Information) and (iii) the
comparative audited consolidated balance sheet as of December 31, 2014. The Group has
restated certain comparative data related to the nine months ended 30 September 2014 with
respect to the data previously presented in the Banca Carige Group consolidated interim
report as at 30 September 2014 in order to reflect the application of IFRS 5 to take into
account the classification as disposal group (discontinued operations) of Creditis to allow
comparison with the 2015 Consolidated Interim Report on a consistent basis.
Moreover, although IFRS 5 does not require the restatement of comparative balance sheet
figures, Banca Carige reported in this Base Prospectus certain comparative balance sheet
figures as of 31 December 2013 and as of 31 December 2014, further restated to allow a
consistent comparison. Banca Carige described the nature of the restatements and presented
(i) the reconciliation among the historical comparative audited balance sheet as of 31
December 2013 included in the 2013 Consolidated Financial Statements and in the 2014
Consolidated Financial Statements (as comparative financial data) and the unaudited balance
sheet figures restated presented in this Base Prospectus and (ii) the reconciliation among the
historical comparative audited balance sheet as of 31 December 2014 included in the 2014
Consolidated Financial Statements and in the 2015 Consolidated Interim Report (as
comparative financial data) and the unaudited balance sheet figures restated presented in this
Base Prospectus. See "Description of Banca Carige and Banca Carige Group Restatement
of the Group's financial information as of and for the year ended 31 December 2013" and
and "Description of Banca Carige and Banca Carige Group Restatement of the Group's
financial information as of and for the nine-months ended 30 September 2015".
As a result of the IFRS 5 restatement and of the restatement of balance sheet figures as of
31 December 2013 and as of 31 December 2014 made to allow a consistent comparison,
Banca Carige has presented (i) the financial information for 2013 in the form of the 2013
Unaudited Restated Consolidated Financial Information as included in the 2014 Consolidated
Financial Statements, in the form of the unaudited balance sheet figures restated for a
consistent presentation and in the form of the 2013 Audited Consolidated Financial
Information as included in the 2013 Consolidated Financial Statements (ii) the financial
information for 2014 in the form of the unaudited balance sheet figures restated for a
consistent presentation as included in the 2015 Consolidated Interim Report and in the form
of the 2014 Audited Consolidated Financial Information as included in the 2014 Consolidated
Financial Statements.
Furthermore, certain financial information as of and for the years ended 31 December 2014,
2013 and 2012 and as of and for the nine-months period ended 30 September 2015 and 2014,
vii

contained in this Base Prospectus is unaudited and different from the Financial Statements in
as much as it has in all cases been subject to reclassification by aggregating and/or changing
certain line items from the Financial Statements and, in some instances, by creating new line
items or moving amounts to different line items as set forth therein. This financial information
is used by the Group's management to analyse the Group's business performance and
financial results.
Because of the restatements made to the Group's financial information, prospective investors
may find it difficult to make comparisons between the Group's different sets of financial
information. Prospective investors are therefore cautioned against placing undue reliance on
such comparisons. See "Risk Factors - Factors that may affect the Issuer's ability to fulfil its
obligations under or in connection with the Covered Bonds issued under the Programme 
This Base Prospectus contains restated financial information".
The "Description of Banca Carige and Banca Carige Group" and "Overview of Financial
Information of Banca Carige Group" included in this Base Prospectus have been derived
from the 2014 Consolidated Financial Statements, the 2013 Consolidated Financial
Statements, the unaudited balance sheet figures as of 31 December 2013 restated for a
consistent presentation and the 2015 Consolidated Interim Report. The 2014 Consolidated
Financial Statements, the 2013 Consolidated Financial Statements and the 2015 Consolidated
Interim Report are incorporated by reference in this Base Prospectus and should be read in
conjunction with the respective notes and the auditors' report thereon.
In making an investment decision, investors must rely upon their own examination of the
Financial Statements and other financial information included in this Base Prospectus and
should consult their professional advisors for an understanding of: (i) the differences between
IFRS and other systems of generally accepted accounting principles and how those
differences might affect the financial information included in this Base Prospectus; (ii) the
restatements made in accordance with IFRS 5 and IAS 8 and the restatement of balance sheet
figures as of 31 December 2013 made to allow a consistent comparison; and (iii) the impact
that future additions to, or amendments of, IFRS principles may have on the Group's results of
operations and/or financial condition, as well as on the comparability of prior periods.
Certain figures included in this Base Prospectus have been subject to rounding adjustments;
accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of
the figures which preceded them.
Each initial and subsequent purchaser of a Covered Bond will be deemed, by its acceptance of
the purchase of such Covered Bond, to have made certain acknowledgements, representations
and agreements intended to restrict the resale or other transfer thereof as set forth therein and
described in this Base Prospectus and, in connection therewith, may be required to provide
confirmation of its compliance with such resale or other transfer restrictions in certain cases.
The Joint Arrangers are acting for the Issuer and no one else in connection with the
Programme and will not be responsible to any person other than the Issuer for providing the
protection afforded to clients of the Joint Arrangers or for providing advice in relation to the
issue of the Covered Bonds.
In connection with the issue of any Series or Tranche under the Programme, the Dealer
(if any) which is specified in the relevant Final Terms as the stabilising manager (the
Stabilising Manager) or any person acting for the Stabilising Manager may over-allot
any such Series or Tranche or effect transactions with a view to supporting the market
price such Series or Tranche at a level higher than that which might otherwise prevail
for a limited period. However, there may be no obligation on the Stabilising Manager
viii

(or any agent of the Stabilising Manager) to do this. Any stabilisation action may begin
on or after the date on which adequate public disclosure of the final terms of the offer of
the Covered Bonds 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 Series or Tranche
and 60 days after the date of the allotment of any such Series or Tranche. Such
stabilising shall be in compliance with all applicable laws, regulations and rules.
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TABLE OF CONTENTS
RESPONSIBILITY STATEMENTS ......................................................................................... iii
STRUCTURE DIAGRAM .......................................................................................................... 1
RISK FACTORS ......................................................................................................................... 2
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................ 73
DESCRIPTION OF BANCA CARIGE AND BANCA CARIGE GROUP ........................... 123
OVERVIEW OF FINANCIAL INFORMATION OF BANCA CARIGE GROUP ............... 244
DESCRIPTION OF THE SELLERS ...................................................................................... 255
DESCRIPTION OF THE GUARANTOR .............................................................................. 265
DESCRIPTION OF THE ASSET MONITOR ....................................................................... 269
DESCRIPTION OF THE COVER POOL COLLECTION AND RECOVERY
PROCEDURES .......................................................................................................... 271
CREDIT STRUCTURE .......................................................................................................... 287
TEST............ ............................................ .........................................................288
ACCOUNTS AND CASH FLOWS ........................................................................................ 294
DESCRIPTION OF THE TRANSACTION DOCUMENTS ................................................. 299
SELECTED ASPECTS OF ITALIAN LAW .......................................................................... 325
TERMS AND CONDITIONS OF THE COVERED BONDS ............................................... 338
RULES OF THE ORGANISATION OF COVERED BONDHOLDERS .............................. 380
FORM OF FINAL TERMS..................................................................................................... 408
PRO FORMA N COVERED BOND, N COVERED BOND CONDITIONS, N
COVERED BOND ASSIGNMENT AGREEMENT AND N COVERED BOND
AGREEMENT ........................................................................................................... 419
TAXATION IN THE REPUBLIC OF ITALY ....................................................................... 454
LUXEMBOURG TAXATION ............................................................................................... 463
SUBSCRIPTION AND SALE ................................................................................................ 467
GENERAL INFORMATION ................................................................................................. 472
DOCUMENTS INCORPORATED BY REFERENCE .......................................................... 477
SUPPLEMENT TO THE BASE PROSPECTUS ................................................................... 484
GLOSSARY ............................................................................................................................ 485

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