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Italie

XS0302580880 ( en EUR )

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Prospectus brochure de l'obligation UBI Banca XS0302580880 en EUR 0%, échue

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180 000 000 EUR

UBI Banca est une banque italienne, troisième plus grande banque du pays par nombre d'agences, offrant une gamme complète de services bancaires aux particuliers et aux entreprises.

L'Obligation émise par UBI Credito ( Italie ) , en EUR, avec le code ISIN XS0302580880, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 01/06/2017

BASE PROSPECTUS
BANCA DELLE MARCHE S.p.A.

(incorporated with limited liability under the laws of the Republic of Italy)
Euro 3,500,000,000
Euro Medium Term Note Programme
This document has been approved as a base prospectus (the "Base Prospectus") issued in compliance with Article 5.4 of Directive
2003/71/EC (the "Prospectus Directive") by the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as
competent authority under the loi relative aux prospectus pour valeurs mobilières dated 10 July 2005 which implements the Prospectus
Directive in Luxembourg. Application has been made by Banca delle Marche S.p.A. (the "Issuer") for notes ("Notes") issued under the
3,500,000,000 Euro Medium Term Note Programme (the "Programme") described in this Base Prospectus during the period of twelve
months after the date hereof, to be listed on the official list and admitted to trading on the regulated market (the "Regulated Market") of the
Luxembourg Stock Exchange. The Regulated Market of the Luxembourg Stock Exchange is a regulated market for the purposes of the
Markets in Financial Instruments Directive 2004/39/EC. The Programme also allows for Notes to be unlisted or to be admitted to listing,
trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed with the
Issuer.
Notes will be issued in such denominations as may be specified in the relevant Final Terms, subject to compliance with all applicable legal
and/or regulatory and/or central bank requirements and save that the minimum denomination of each Note admitted to trading on a regulated
market within the European Economic Area or offered to the public in a Member State of the Economic Area in circumstances which require
the publication of a prospectus under the Prospectus Directive will be 100,000 (or, where the Notes are denominated in a currency other
than Euro, the equivalent amount in such other currency). Under the Programme, the Issuer, subject to compliance with all relevant laws,
rules, regulations and directives, may from time to time issue notes in bearer form denominated in any currency agreed between the Issuer
and the relevant Dealer (as defined below).
The CSSF assumes no responsibility with regards to the economic and financial soundness of any transaction under this Programme or the
quality and solvency of the Issuer in line with the provisions of article 7(7) of the Luxembourg law on prospectuses for securities.
As more fully set out in "Taxation", payments of interest, premium (if any) and other similar amounts relating to Notes qualifying as bonds
(obbligazioni) or securities similar to bonds (titoli similari alle obbligazioni) are subject in principle to a 12.5 per cent. substitutive tax
(referred to as the imposta sostitutiva), in certain circumstances. In order to obtain exemption at source from the imposta sostitutiva in respect
of payments of interest, premium or other amounts relating to such Notes, each Noteholder not resident in the Republic of Italy is generally
required to certify, inter alia, that such Noteholder is (i) deemed to be resident in a country which allows for a satisfactory exchange of
information with the Republic of Italy and (ii) the beneficial owner of payments of interest, premium or other similar amounts relating to the
Notes. Payments of interest, premium (if any) and other similar amounts relating to Notes with an original maturity of less than 18 months or
qualifying as atypical securities (titoli atipici) are, as of the date of this Base Prospectus, subject to a withholding tax at the rate of 27 per
cent. The Issuer will not be liable to pay any additional amounts to Noteholders in relation to any such withholding.
Italian Law Decree No. 138 of 13 August 2011 ("Decree No. 138"), published in Official Gazette No. 188 of 13 August 2011 and finally
converted by Law No. 148 of 14 September 2011, introduces important changes in the tax treatment of interest, other proceeds and capital
gains accrued or realised under the Notes, which will apply as of 1 January 2012. Such changes are described more in depth in the section
"Taxation Italian Taxation" below.
Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the Issuer
to fulfil its obligations under the Notes are discussed under "Risk Factors" below.
Arranger
The Royal Bank of Scotland
Dealers
Banca IMI Natixis
The Royal Bank of Scotland
14 December 2011
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TABLE OF CONTENTS
Important Notices .................................................................................................................................... 3
General Description................................................................................................................................. 6
Risk Factors........................................................................................................................................... 15
Information Incorporated By Reference................................................................................................ 26
Supplements And Drawdown Prospectuses .......................................................................................... 28
Forms Of The Notes .............................................................................................................................. 29
Terms And Conditions Of The Notes.................................................................................................... 33
Form Of Final Terms............................................................................................................................. 67
Summary Of Provisions Relating To The Notes While In Global Form .............................................. 85
Description Of The Issuer ..................................................................................................................... 89
Overview Of Annual Consolidated Financial Information Relating To The Issuer............................ 126
Taxation............................................................................................................................................... 130
Subscription And Sale ......................................................................................................................... 148
General Information ............................................................................................................................ 152
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IMPORTANT NOTICES
The Issuer accepts responsibility for the information contained in this Base Prospectus and declares
that, having taken all reasonable care to ensure that such is the case, the information contained in this
Base Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission
likely to affect its import.
Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and
Conditions of the Notes" (the "Conditions") as amended and/or supplemented by a document specific
to such Tranche called final terms (the "Final Terms"). This Base Prospectus must be read and
construed together with any supplements hereto and with any information incorporated by reference
herein and, in relation to any Tranche of Notes, must be read and construed together with the relevant
Final Terms.
The Issuer has confirmed to the Dealers named under "Subscription and Sale" below that this Base
Prospectus (including for this purpose, each relevant Final Terms) contains all information which is
(in the context of the Programme and the issue, offering and sale of the Notes) material; that such
information is true and accurate in all material respects and is not misleading in any material respect;
that any opinions, predictions, expectations or intentions expressed herein are honestly held or made
and are not misleading in any material respect; that this Base Prospectus does not omit to state any
material fact necessary to make such information, opinions, predictions, expectations or intentions (in
the context of the Programme and the issue, offering and sale of the Notes) not misleading in any
material respect; and that all proper enquiries have been made to verify the foregoing.
No person has been authorised to give any information or to make any representation not contained in
or not consistent with this Base Prospectus or any other document entered into in relation to the
Programme or any information supplied by the Issuer or such other information as is in the public
domain and, if given or made, such information or representation should not be relied upon as having
been authorised by the Issuer or any Dealer.
No representation or warranty is made or implied by the Dealers or any of their respective affiliates,
and none of the Dealers nor any of their respective affiliates have authorised the whole or any part of
this Base Prospectus and none of them makes any representation or warranty or accepts any
responsibility as to the accuracy or completeness of the information contained in this Base Prospectus.
Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of
any Note shall, in any circumstances, create any implication that the information contained in this
Base Prospectus is true subsequent to the date hereof or the date upon which this Base Prospectus has
been most recently supplemented or that there has been no adverse change, or any event reasonably
likely to involve any adverse change, in the condition (financial or otherwise), business, prospects or
general affairs of the Issuer or any of its subsidiaries since the date thereof or, if later, the date upon
which this Base Prospectus has been most recently supplemented or that any other information
supplied in connection with the Programme is correct at any time subsequent to the date on which it is
supplied or, if different, the date indicated in the document containing the same.
This Base Prospectus may only be used for the purposes for which it has been published. The
distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the
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Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base
Prospectus or any Final Terms comes are required by the Issuer and the Dealers to inform themselves
about and to observe any such restrictions. For a description of certain restrictions on offers, sales and
deliveries of Notes and on the distribution of this Base Prospectus or any Final Terms and other
offering material relating to the Notes, see "Subscription and Sale". In particular, Notes have not been
and will not be registered under the United States Securities Act of 1933 (as amended) (the "Securities
Act") and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be
offered, sold or delivered within the United States or to U.S. persons as defined in Regulation S under
the Securities Act.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for
or purchase any Notes and should not be considered as a recommendation by the Issuer, the Dealers or
any of them that any recipient of this Base Prospectus or any Final Terms should subscribe for or
purchase any Notes. Each recipient of this Base Prospectus or any Final Terms shall be taken to have
made its own investigation and appraisal of the condition (financial or otherwise), business, prospects
and general affairs of the Issuer and its subsidiaries.
The maximum aggregate principal amount of Notes outstanding at any one time under the Programme
will not exceed Euro 3,500,000,000 (and for this purpose, any Notes 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 "Subscription and Sale")). The
maximum aggregate principal amount of Notes which may be outstanding at any one time under the
Programme may be increased from time to time, subject to compliance with the relevant provisions of
the Dealer Agreement as defined under "Subscription and Sale".
In this Base Prospectus, unless otherwise specified: references to a "Condition" are to the
correspondingly numbered provision set forth in "Terms and Conditions of the Notes"; references to
"", "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 Communities (as
amended); references to "U.S.$", "U.S. dollars" or "dollars" are to the lawful currency for the time
being of the United States; references to "£" and "Sterling" are to the lawful currency for the time
being of the United Kingdom; and references to "billions" are to thousands of millions.
Certain figures included in this Base Prospectus have been subject to rounding adjustments;
accordingly, figures shown for the same category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which
precede them.
In connection with the issue of any Tranche of Notes under the Programme, the Dealer or
Dealers (if any) named as the Stabilising Manager(s) (or persons acting on behalf of any
Stabilising Manager(s)) in the applicable Final Terms may over allot Notes or effect transactions
with a view to supporting the market price of the Notes at a level higher than that which might
otherwise prevail. However, 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 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
and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation
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action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or persons
acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.
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GENERAL DESCRIPTION
This section is a general description of the Programme, as provided under Article 22.5(3) of
Regulation (EC) 809/2004. This description does not purport to be complete and is qualified in its
entirety by the remainder of this Base Prospectus. Words and expressions defined in "Terms and
Conditions of the Notes" or elsewhere in the Base Prospectus have the same meaning in this
description.
Issuer:
Banca delle Marche S.p.A.
Arranger:
The Royal Bank of Scotland plc
Dealers:
Banca IMI S.p.A., Natixis, The Royal Bank of Scotland
plc and any other Dealer appointed from time to time by
the Issuer either generally in respect of the Programme or
in relation to a particular Tranche of Notes.
Fiscal Agent;
Citibank N.A.
Luxembourg Paying Agent:
The Bank of New York
Luxembourg Listing Agent:
The Bank of New York Mellon (Luxembourg) S.A.
Listing, Approval and Admission to The CSSF has approved this Base Prospectus as a base
Trading:
prospectus in compliance with the Prospectus Directive.
Application has also been made for Notes issued under the
Programme to be listed on the Official List of and admitted
to trading on the Regulated Market of the Luxembourg
Stock Exchange. Notes may be listed, admitted to trading
or quoted (as the case may be) on other or further stock
exchanges, markets or quotation systems agreed between
the Issuer and the relevant Dealer in relation to each
Series. Notes may also be issued which are neither listed,
nor quoted or admitted to trading on any market.
Clearing Systems:
Euroclear and/or Clearstream, Luxembourg and/or, in
relation to any Tranche of Notes, any other clearing system
as may be specified in the relevant Final Terms.
Initial Programme Amount:
Up to Euro 3,500,000,000 (or its equivalent in other
currencies) aggregate principal amount of Notes
outstanding at any one time. The Issuer may increase the
amount of the Programme in accordance with the terms of
the Dealer Agreement.
Issuance in Series:
Notes will be issued in Series. Each Series may comprise
one or more Tranches issued on different issue dates. The
Notes of each Series will all be subject to identical terms,
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except that the issue date, issue price, nominal amount and
the amount of the first payment of interest may be different
in respect of different Tranches. The Notes of each
Tranche will all be subject to identical terms in all
respects, save that a Tranche may comprise Notes of
different denominations.
Final Terms:
Each Tranche will be the subject of Final Terms which, for
the purposes of that Tranche only, completes the Terms
and Conditions of the Notes and this Base Prospectus and
must be read in conjunction with this Base Prospectus. The
terms and conditions applicable to any particular Tranche
of Notes are the Terms and Conditions of the Notes as
completed, amended and/or replaced by the relevant Final
Terms.
In addition, where the Issuer agrees with any Dealer to
issue Notes in a form not contemplated in the section of
this Base Prospectus entitled "Form of Final Terms", a
drawdown prospectus will be made available and will
describe the effect of the agreement in relation to such
Notes.
Forms of Notes:
Notes may only be issued in bearer form.
Each Tranche of Notes will initially be in the form of
either a Temporary Global Note or a Permanent Global
Note, in each case as specified in the relevant Final Terms.
Each Global Note which is not intended to be issued in
new global note form (a "Classic Global Note" or
"CGN"), as specified in the relevant Final Terms, will be
deposited on or around the relevant issue date with a
depositary or a common depositary for Euroclear and/or
Clearstream, Luxembourg and/or any other relevant
clearing system and each Global Note which is intended to
be issued in new global note form (a "New Global Note"
or "NGN"), as specified in the relevant Final Terms, will
be deposited on or around the relevant issue date with a
common safekeeper for Euroclear and/or Clearstream,
Luxembourg. New Global Notes are intended to be held in
a manner which would allow Eurosystem eligibility, such
eligibility depending upon satisfaction of the Eurosystem
eligibility criteria.
Each Temporary Global Note will be exchangeable for a
Permanent Global Note or, if so specified in the relevant
Final Terms, for Definitive Notes. If the TEFRA D Rules
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are specified in the relevant Final Terms as applicable,
certification as to non-U.S. beneficial ownership will be a
condition precedent to any exchange of an interest in a
Temporary Global Note or receipt of any payment of
interest in respect of a Temporary Global Note. Each
Permanent Global Note will be exchangeable for
Definitive Notes in accordance with its terms. Definitive
Notes will, if interest-bearing, have Coupons attached and,
if appropriate, a Talon for further Coupons.
Currencies:
Notes may be denominated in Euro, U.S. dollars or
Sterling or in any other currency or currencies, subject to
compliance with all applicable legal and/or regulatory
and/or central bank requirements. Payments in respect of
Notes may, subject to such compliance, be made in and/or
linked to, any currency or currencies other than the
currency in which such Notes are denominated.
Status of the Notes:
Notes may be issued on a subordinated or unsubordinated
basis, as specified in the relevant Final Terms.
(i)
Status of the Senior Notes:
Senior
Notes
constitute
direct,
general,
unconditional, unsubordinated and unsecured
obligations of the Issuer which will rank at all times
pari passu among themselves and at least pari
passu with all other present and future
unsubordinated and unsecured obligations of the
Issuer, save for any such obligations as may be
preferred by mandatory provisions of law. See
Condition 4 (Status of Senior Notes).
(ii)
Status of the Subordinated Notes:
Subordinated Notes (Lower Tier II Subordinated
Notes, Upper Tier II Subordinated Notes and Tier
III Subordinated Notes, as the case may be) all
constitute direct, unsecured and subordinated
obligations of the Issuer and will rank pari passu
and without any preference among themselves, all
as described in Condition 5 (Status and Special
Provisions of Subordinated Notes) and the relevant
Final Terms.
In the event of a winding up, dissolution,
liquidation or bankruptcy (including, inter alia,
Liquidazione Coatta Amministrativa) of the Issuer,
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the payment obligations of the Issuer in respect of
principal and interest under Subordinated Notes and
any related Receipts and Coupons will rank in right
of payment (A) after unsubordinated unsecured
creditors (including depositors and any holder of
Senior Notes) of the Issuer (B) but at least pari
passu with all other subordinated obligations of the
Issuer which do not rank or are not expressed by
their terms to rank junior or senior to such Series of
Subordinated Notes and (C) in priority to the claims
of shareholders of the Issuer, all as described in
Condition 5 (Status and Special Provisions of
Subordinated Notes).
Deferral and reduction of payments The payment obligations arising under Upper Tier II and
under Subordinated Notes:
Tier III Subordinated Notes are subject to additional
limitations, as follows:
(i)
Upper Tier II Subordinated Notes:
The claims of the holders of Upper Tier II
Subordinated Notes in relation to payments of
principal and interest will be reduced to the extent
necessary to enable the Issuer to maintain its capital
at certain minimum levels required by the Bank of
Italy. In addition, the Issuer may defer interest
payments on such Notes in certain circumstances
where annual or interim dividends are not declared.
Obligations of the Issuer to pay interest or principal
which are so deferred or reduced will be subject to
reinstatement in certain circumstances. See
Condition 5 (Status and Special Provisions of
Subordinated Notes).
(ii)
Tier III Subordinated Notes:
Payment of interest and principal due under Tier III
Subordinated Notes is subject to suspension where
such payments would otherwise reduce the Issuer's
capital below certain minimum levels required by
the Bank of Italy and interest will not accrue on any
such unpaid amounts. See Condition 5 (Status and
Special Provisions of Subordinated Notes).
Issue Price:
Notes may be issued at any price and either on a fully or
partly paid basis, as specified in the relevant Final Terms.
The price and amount of Notes to be issued under the
Programme will be determined by the Issuer, and the
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relevant Dealer(s) at the time of issue in accordance with
prevailing market conditions.
Maturities:
Any Maturity Period or, in the case of Subordinated Notes
with no fixed maturity date, subject, in relation to specific
currencies, to compliance with all applicable legal and/or
regulatory and/or central bank requirements.
Where Notes have a maturity of less than one year and
either (a) the issue proceeds are received by the Issuer in
the United Kingdom or (b) the activity of issuing the Notes
is carried on from an establishment maintained by the
Issuer in the United Kingdom, such Notes must: (i) have a
minimum redemption value of £100,000 (or its equivalent
in other currencies) and be issued only to persons whose
ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or
agent) for the purposes of their businesses or who it is
reasonable to expect will acquire, hold, manage or dispose
of investments (as principal or agent) for the purposes of
their businesses; or (ii) be issued in other circumstances
which do not constitute a contravention of section 19 of
the Financial Services and Markets Act 2000 by the
Issuer.
Under applicable laws and regulations at the date of this
Base Prospectus: (i) Upper Tier II Subordinated Notes may
be perpetual (passività irredimibile) or have a fixed
Maturity Period of not less than ten years, (ii) Lower Tier
II Subordinated Notes must have a Maturity Period of not
less than five years and (iii) Tier III Subordinated Notes
must have a Maturity Period of not less than two years. If
Lower Tier II Subordinated Notes or Tier III Subordinated
Notes have an indefinite Maturity Period, Lower Tier II
Subordinated Notes may be redeemable only after five
years' prior notice to Noteholders and Tier III
Subordinated Notes may be redeemable only after two
years' prior notice to Noteholders.
As of the date of this Base Prospectus, Notes with an
original Maturity Period of less than 18 months are subject
to a withholding tax at the rate of 27 per cent. per annum
in respect of interest and premium (if any), pursuant to
Presidential Decree No. 600 of 29 September 1973, as
amended. The Issuer will not be liable to pay any
additional amounts to Noteholders in relation to any such
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