Obligation Carige Banca 0% ( IT0005331290 ) en EUR

Carige Banca

100 % ⇌

Italie

IT0005331290 ( en EUR )

25/05/2023 - Obligation échue

Prospectus brochure de l'obligation Banca Carige IT0005331290 en EUR 0%, échue

100 000 EUR

115 000 000 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 IT0005331290, paye un coupon de 0% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 25/05/2023

BASE PROSPECTUS DATED 12 APRIL 2018
Banca Carige S.p.A.
(incorporated as a joint stock company in the Republic of Italy)
Euro 3,000,000,000 Covered Bond Programme
unconditionally and irrevocably guaranteed as to payments of interest and principal by
Carige Covered Bond S.r.l.
(incorporated as a limited liability company in the Republic of Italy)
The Euro 3,000,000,000 Covered Bond Programme (the "Programme") described in this base prospectus (the "Base Prospectus") has been
established by Banca Carige S.p.A. ("Banca Carige", the "Company", the "Bank" or the "Issuer") for the issuance of covered bonds (the
"Covered Bonds") guaranteed by Carige Covered Bond 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") as implemented by Decree of the Ministry of Economy and Finance of 14 December 2006,
No. 310 (the "MEF Decree" or "Decree 310"), 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 Euro 3,000,000,000 (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 cuCovered 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 (the "Prospectus Directive") and relevant implementing measures in
Luxembourg, which includes the amendments made by Directive 2010/73/EU (the "2010 Amending Directive"), 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 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 will be issued in dematerialised form. 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 Euro 100,000 (or, where the Covered Bonds are
issued in a currency other than euro, the equivalent amount in such other currency).
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, 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 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 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 Services Act") 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.
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). Unless previously redeemed in full in accordance with the Conditions and the relevant Final Terms, the Covered
200206-4-126-v10.2
- 1-
47-40632808

Bonds of each Series or Tranche will be redeemed at their Final Redemption Amount on the relevant Maturity Date (or, as applicable, the
Extended Maturity Date), provided that if the Issuer fails to pay (in whole or in part) the Final Redemption Amount in respect of a Series or
Tranche of Covered Bonds on the applicable Maturity Date and the Guarantor has insufficient moneys available in accordance with the Post
Issuer Event of Default Priority of Payments to pay in full the Guaranteed Amounts corresponding to the Final Redemption Amount of the
relevant Series or Tranche of Covered Bonds), then the relevant Series or Tranche of Covered Bonds shall become a Pass Through Series.
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 herein, in which event (in the case of Covered Bonds admitted to the Official List only) a drawdown base prospectus, if
appropriate, will be made available which will describe the effect of the agreement reached in relation to such Covered Bonds.
Amounts payable under the Covered Bonds may be calculated by reference to EURIBOR, which is provided by the European Money Markets
Institute and to LIBOR, which is provided by ICE Benchmark Administration, in each case as specified in the relevant Final Terms. As at the
date of this Base Prospectus, the European Money Markets Institute and ICE Benchmark Administration do not appear on the register of
administrators and benchmarks established and maintained by the European Securities and Markets Authority ("ESMA") pursuant to Article
36 of Regulation (EU) 2016/1011 (the "Benchmarks Regulation").
Each Series or Tranche may, on or after the relevant issue, be assigned a rating as specified in the relevant Final Terms by Fitch Ratings
Limited ("Fitch Ratings") and/or Moody's Investors Service Ltd. ("Moody's") and/or 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 (the "Rating
Agencies"). The rating of certain Series or Tranches to be issued under the Programme may be specified in the applicable Final Terms.
Whether or not each credit rating applied for in relation to relevant Series of Covered Bonds 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. The credit ratings included or referred to in this Base Prospectus have been issued by Fitch and/or Moody's, each of which is
established in the European Union and each of which is registered under the CRA Regulation. As such Fitch and Moody's are 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 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
Credit Suisse
NatWest Markets
UBS Investment Bank
Dealers
Credit Suisse
NatWest Markets
UBS Investment Bank
200206-4-126-v10.2
- 2 -
47-40632808

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 and, together with the Issuer, accepts
responsibility for the information contained in those sections. 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.
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 the Dealers 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 the Joint
Arrangers, the Dealers and the Representative of the Covered Bondholders (i) 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 and (ii) for any acts or
omissions of the Issuer, the Sellers and the Guarantor or any other person in connection with the issue and offering
of the Covered Bonds. Neither the Joint Arrangers, the Dealers 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.
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
200206-4-126-v10.2
- 3 -
47-40632808

representation must not be relied upon as having been authorised by the Issuer, the Sellers, the Guarantor, the
Joint Arrangers, 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 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 the Joint Arrangers, or 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
Joint Arrangers and 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 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
200206-4-126-v10.2
- 4 -
47-40632808

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.
IMPORTANT EEA RETAIL INVESTORS - Unless the Final Terms in respect of any Covered Bonds
specifies "Prohibition of Sale to EEA Retail Investors", as "Not Applicable" the Covered Bonds are not intended
to 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 2016/97/EU (as amended, "IMD"), where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by
Regulation (EU) No 1286/2014 (the PRIIPs Regulation) for offering or selling the Covered Bonds or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or selling the
Covered Bonds 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 Covered Bonds will include
a legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect of
the Covered Bonds and which channels for distribution of the Covered Bonds are appropriate. Any person
subsequently offering, selling or recommending the Covered Bonds (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 Covered Bonds (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 MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any
Dealer subscribing for any Covered Bonds is a manufacturer in respect of such Covered Bonds, but otherwise
neither the Joint Arrangers nor the Dealers nor any of their respective affiliates will be a manufacturer for the
purpose of the MIFID Product Governance Rules.
200206-4-126-v10.2
- 5 -
47-40632808

PRESENTATION OF INFORMATION
In this Base Prospectus, references to "Euro" or "euro" 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 included in this Base Prospectus or incorporated by reference herein is derived from: i)
the audited consolidated financial statements as of and for the year ended 31 December 2017 (the "2017 Audited
Consolidated Financial Statements"); (ii) the comparative unaudited restated consolidated financial information
as of and for the year ended 31 December 2016 (the "2016 Unaudited Restated Consolidated Financial
Information") and (iii) the comparative audited consolidated balance sheet as of December 31, 2016.
The 2017 Audited Consolidated Financial Statements and the audited consolidated financial statements as of and
for the year ended 31 December 2016 (the "2016 Audited Consolidated Financial Statement") were prepared
in accordance with International Financial Reporting Standards, as adopted by the European Union ("IFRS"), 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 2016 with respect to the data previously presented
in the 2016 Audited Consolidated Financial Statement in accordance with the provisions of IFRS 5 to take into
account the classification as disposal groups (discontinued operations) of Creditis Servizi Finanziari S.p.A.
("Creditis").
This Base Prospectus hereto includes a statement of reconciliation between the 2016 Audited Consolidated
Financial Statements and the 2016 Unaudited Restated Consolidated Financial Information, presented as
comparative to the 2017 Audited Consolidated Financial Statements. For further details on the restatement, refer
to the 2017 Audited Consolidated Financial Statements ("Explanatory Notes--Restatement of prior period
accounts in compliance with IFRS 5 (Non-current assets held for sale and discontinued operations)") incorporated
by reference in this Base Prospectus.
The 2017 Audited Consolidated Financial Statements and the 2016 Unaudited Restated Consolidated Financial
Information are together referred to in this Base Prospectus as the "Financial Information". The 2017 Audited
Consolidated Financial Statements and the 2016 Audited Consolidated Financial Statements as they appear in the
historical financial statements, are together referred to as "Historical Financial Statements".
The English translation of the reports of EY S.p.A. ("EY"), dated March 7, 2018 and March 6, 2017, with respect
to the Historical Financial Statements are incorporated by reference into this Base Prospectus.
The report issued by EY on the 2017 Audited Consolidated Financial Statements contains an emphasis of matter
paragraph that draws attention to the disclosure provided in the report on operations and in the paragraph "Going
Concern" of the explanatory notes with reference to the approval by the Board of Directors of the 2017-2020
Business Plan, to the capital strengthening measures and to the liability management exercise already completed
and to the further actions in course of execution.
The report issued by EY on the 2016 Audited Consolidated Financial Statements contains an emphasis of matter
paragraph that draws attention to the disclosure provided in the report on operations and the explanatory notes
with reference to the approval by the Board of Directors, on 28 February 2017, of the Strategic Plan 2016-2020
Update. The Directors inform that the Plan includes the assessment made about the adequacy of the Group capital
position to absorb the impacts arising from the achievement of the targets required by the European Central Bank
on 9 December 2016. Further, the Directors inform that, considering the uncertainties arising from the current
scenario, based on the assessments made and subject to the realization of the actions described in the Plan,
principally those aimed to reinforce the capital position, they have prepared the financial statements on a going
concern basis.
200206-4-126-v10.2
- 6 -
47-40632808

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 2016 restated to
allow a consistent comparison. Banca Carige described the nature of the restatements and presented the
reconciliation among the historical comparative audited balance sheet as of 31 December 2016 included in the
2016 Audited Consolidated Financial Statement and in the 2017 Audited Consolidated Financial Statement (as
comparative financial data) and the unaudited restated balance sheet figures presented in this Base Prospectus.
See "Restatement of the Group's financial information as of and for the year ended 31 December 2016".
As a result of the IFRS 5 restatement and of the restatement of balance sheet figures as of 31 December 2016
made to allow a consistent comparison, Banca Carige presented the financial information for 2016 in the form of
the 2016 Unaudited Restated Consolidated Financial Information as included in the 2017 Audited Consolidated
Financial Statement, in the form of the unaudited balance sheet figures restated for a consistent presentation and
in the form of the 2016 Audited Consolidated Financial Statement.
Certain financial information as of and for the years ended 31 December 2017 and 2016 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. Because of
the restatements made to the Group's financial information, prospective investors may find it difficult to make
comparisons between the different sets of financial information. The English translations of the 2017 Audited
Consolidated Financial Statements and the 2016 Audited Consolidated Financial Statements, as they appear in the
Historical Financial Statements, are incorporated by reference in this Base Prospectus.
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 Prospectus; and (ii)
the restatements made in accordance with IFRS 5 and the restatements of balance sheet figures 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 of Covered Bonds, the Dealer or Dealers (if any)
designated to act as the stabilisation manager(s) (the "Stabilisation Manager(s)") in the relevant Final
Terms (or persons acting on behalf of any Stabilisation Manager(s)) may over-allot Covered Bonds or effect
transactions with a view to supporting the market price of such Series or Tranche of Covered Bonds 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 Series or Tranche of Covered Bonds 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 Series or Tranche of
Covered Bonds and 60 days after the date of the allotment of the relevant Series or Tranche of Covered
Bonds. Any stabilisation action or over-allotment must be conducted by the relevant Stabilisation
Manager(s) (or person(s) acting on behalf of any Stabilisation Manager(s)) in accordance with all applicable
laws and rules.
200206-4-126-v10.2
- 7 -
47-40632808

STRUCTURE DIAGRAM
STRUCTURE DIAGRAM
Italian Covered

Bond Framework
COVER POOL
COVER BOND

SWAP
SWAP
COUNTERPARTIES
COUNTERPARTIES

Swap

Cashflows
Originators
Gruppo Carige
Cover Pool Purchase Price

Transfer of Cover Pool
Carige Covered
Asse
Bond S.r.l.
Subordinated Loan
t M
(Guarantor)
on
Repayment of Subordinated Loan
itor

Covered

Bond

Cash purchase price for CB
Guarantee

Covered
Bond

Issuance

CB issuance and ongoing payment obligation
Covered
Bondholders
200206-4-126-v10.2
- 8 -
47-40632808

Draft Date: 29 March 2018

TABELE OF CONTENTS

Page
RESPONSIBILITY STATEMENTS ..................................................................................................................... 3
STRUCTURE DIAGRAM ..................................................................................................................................... 8
RISK FACTORS .................................................................................................................................................. 10
GENERAL DESCRIPTION OF THE PROGRAMME ....................................................................................... 66
DESCRIPTION OF BANCA CARIGE AND BANCA CARIGE GROUP ....................................................... 100
OWNERSHIP STRUCTURE ............................................................................................................................. 108
BANCA CARIGE GROUP STRUCTURE ........................................................................................................ 109
RATINGS ........................................................................................................................................................... 110
STRATEGY ....................................................................................................................................................... 111
DESCRIPTION OF THE BUSINESS ................................................................................................................ 113
RISK MANAGEMENT ..................................................................................................................................... 114
REGULATORY PROCEEDINGS AND LITIGATION ................................................................................... 121
MANAGEMENT AND EMPLOYEES ............................................................................................................. 142
OVERVIEW OF FINANCIAL INFORMATION OF BANCA CARIGE GROUP .......................................... 163
DESCRIPTION OF THE SELLERS .................................................................................................................. 175
DESCRIPTION OF THE GUARANTOR ......................................................................................................... 177
DESCRIPTION OF THE ASSET MONITOR ................................................................................................... 181
DESCRIPTION OF THE COVER POOL COLLECTION AND RECOVERY PROCEDURES .................. 183
CREDIT STRUCTURE ..................................................................................................................................... 196
ACCOUNTS AND CASH FLOWS ................................................................................................................... 202
DESCRIPTION OF THE TRANSACTION DOCUMENTS ............................................................................. 206
TERMS AND CONDITIONS OF THE COVERED BONDS ........................................................................... 231
RULES OF THE ORGANISATION OF THE COVERED BONDHOLDERS ................................................. 272
FORM OF FINAL TERMS ................................................................................................................................ 295
TAXATION IN THE REPUBLIC OF ITALY .................................................................................................. 303
LUXEMBOURG TAXATION .......................................................................................................................... 310
INCOME TAXATION ....................................................................................................................................... 311
SUBSCRIPTION AND SALE ........................................................................................................................... 314
GENERAL ......................................................................................................................................................... 318
GENERAL INFORMATION ............................................................................................................................. 319
DOCUMENTS INCORPORATED BY REFERENCE ..................................................................................... 323
SUPPLEMENT TO THE BASE PROSPECTUS............................................................................................... 325
GLOSSARY ....................................................................................................................................................... 326

200206-4-126-v10.2
- 9 -
47-40632808

RISK FACTORS
The Issuer, the Seller and the Guarantor believe that the following factors may affect their ability to fulfil their
obligations under the Covered Bonds. Most of these factors are contingencies which may or may not occur and
the Issuer, the Seller and the Guarantor are 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 the Covered
Bonds are also described below.
Where such risks are expressed below to apply to the Group, they are also relevant for the Issuer and the
Guarantor and should be construed accordingly.
The Issuer, the Seller and the Guarantor believe that the factors described below represent the principal risks
inherent in investing in Covered Bond issued under the Programme, but the inability of the Issuer or the Guarantor
to pay interest, principal or other amounts on or in connection with the Covered Bonds may occur for other reasons
which may not be considered significant risks by the Issuer and the Guarantor based on information currently
available to them or which they 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 Group.
Prospective investors should also read the detailed information set out elsewhere in this Base Prospectus
(including any documents incorporated by reference herein) and reach their own views prior to making any
investment decision. The section "Risk Factors" informs prospective investors about the material risk factors
known as at the date of the approval of the Base Prospectus related to the Issuer and the Covered Bonds
exhaustively.
1.
Factors that may affect the Issuer's ability to fulfil its obligations under or in connection with the
Covered Bonds issued under the Programme
The Group may be required to undertake further capital enhancements to meet the applicable regulatory
capital adequacy requirements, which have evolved and may continue to evolve from time to time
The Group is subject to Italian and European regulations applicable to the banking sector in relation to capital
requirements. These are aimed, among other things, at preserving the stability and solidity of the banking system,
limiting the exposure to risk in order to establish prudential levels of capital requirements, defining its quality and
assessing any possible risk mitigation instruments.
Since 2015, as required by the European Central Bank ("ECB") following the annual supervisory review and
evaluation process (SREP), Banca Carige has been required to maintain the following ratios and minimum capital
requirements:
(i)
a Common Equity Tier 1 Ratio (CET1 Ratio), at the consolidated level, equal to 11.25 per cent., which
may be subject to an additional review in the event of a structural reduction in the weight of the non-
performing loans against the amount of the Group's assets;
(ii)
on a consolidated basis, a Liquidity Coverage Ratio of 90 per cent. and restrictions on the payment of
dividends to Shareholders;
(iii)
on a consolidated basis, a TSCR of 11.25 per cent., comprising the minimum total capital requirement
of 8 per cent. and an additional total capital requirement of 3.25 per cent.. The ECB specified that the
TSCR of 11.25 per cent. could be revised, including in light of any future developments in the financial
position of the Company, on the consolidated basis, once the non-performing exposures have been
reduced to a sustainable level;
(iv)
an OCR that includes, in addition to the TSCR, the combined capital buffer requirement established by
the Bank of Italy at 1.25 per cent. for 2017; and
(v)
on a consolidated basis, a Liquidity Coverage Ratio of 90 per cent. and a prohibition on distributing
dividends to Shareholders.
200206-4-126-v10.2
- 10 -
47-40632808