Obligation Carige Banca 8.338% ( XS0400411681 ) en EUR

Carige Banca

100 % ⇌

Italie

XS0400411681 ( en EUR )

8.338% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Banca Carige XS0400411681 en EUR 8.338%, échéance Perpétuelle

50 000 EUR

160 000 000 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 XS0400411681, paye un coupon de 8.338% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

Prospectus

BANCA CARIGE S.p.A. - CASSA DI RISPARMIO DI GENOVA E IMPERIA
(incorporated as a società per azioni in the Republic of Italy)

160,000,000 8.338 per cent. Perpetual Subordinated Fixed/Floating Rate Notes
The 160,000,000 8.338 per cent. perpetual subordinated fixed/floating rate notes (the "Notes") are issued by Banca Carige
S.p.A. - Cassa di Risparmio di Genova e Imperia (the "Issuer"). The Issue Price of the Notes is 100 per cent.
The Notes will bear interest on a non-cumulative basis (i) from and including 4 December 2008 to but excluding 4 December
2018 (the "Reset Date") at a rate of 8.338 per cent. per annum, payable annually in arrear on 4 December in each year and (ii)
from and including the Reset Date at a rate of three month Euribor plus 550 basis points, payable quarterly in arrear on 4 March,
4 June, 4 September and 4 December of each year, beginning 4 March 2019.
The Notes will be redeemed on the date on which voluntary or involuntary winding up proceedings are instituted in respect of the
Issuer as described in Condition 7 (Redemption and Purchase) of the Terms and Conditions of the Notes. The Issuer may, at its
option, also redeem the Notes in whole, but not in part, on the Reset Date and on any Interest Payment Date (as defined herein)
of the Notes thereafter at an amount equal to their principal amount, together with any accrued interest and any additional
amounts due pursuant to Condition 9(a) (Taxation) as described in Condition 7(a) (Redemption and Purchase - Redemption at the
option of the Issuer) of the Terms and Conditions of the Notes. In addition, the Issuer may, at its option, redeem the Notes in
whole, but not in part, at any time before the Reset Date following the occurrence of a Regulatory Event or a Tax Event (all as
defined herein) at a redemption price equal to the greater of (i) the principal amount and (ii) the Make Whole Amount (as defined
herein) together, in each case, with any accrued interest and any additional amounts due pursuant to Condition 9(a) (Taxation) as
described in Conditions 7(b) (Redemption and Purchase - Redemption due to a Regulatory Event) and Condition 7(c) (Redemption
and Purchase - Redemption due to a Tax Event) of the Terms and Conditions of the Notes. Any redemption of the Notes, save in
accordance with the first sentence of this paragraph, is subject to the prior approval of the Lead Regulator (as defined herein).
Interest will accrue on a non-cumulative basis and under certain circumstances described in Condition 5 (Interest suspension) of
the Terms and Conditions of the Notes the Issuer may elect or even be required to suspend interest payments on the Notes.
This document constitutes a prospectus (the "Prospectus") for the purposes of Article 5 of Directive 2003/71/EC (the
"Prospectus Directive"). Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its
capacity as competent authority in Luxembourg to approve this document as a prospectus under the Luxembourg Law of 10 July
2005 on Prospectuses for Securities (the "Luxembourg Prospectus Law"), which implements the Prospectus Directive in
Luxembourg. Application has also been made to the Luxembourg Stock Exchange for the Notes issued under this Prospectus to
be listed on the official list of the Luxembourg Stock Exchange and to be 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 Markets in Financial Instruments Directive 2004/39/EC.
An investment in Notes involves certain risks. For a discussion of these risks, see "Risk Factors" on page 16.
The Notes have a denomination of 50,000.
Lead Manager
Société Générale Corporate & Investment Banking

Prospectus dated 2 December 2008
MILAN-1/246820/08

IMPORTANT NOTICES
The Issuer accepts responsibility for the information contained in this Prospectus and declares
that, having taking all reasonable care to ensure that such is the case, the information
contained in this Prospectus to the best of its knowledge is in accordance with the facts and
contains no omission likely to affect its import.
This Prospectus should be read and construed together with any documents incorporated by
reference herein.
The Issuer has confirmed to the Manager named under "Subscription and Sale" below (the
"Manager") that this Prospectus contains all information regarding the Issuer, the Carige
Group (as defined herein) and the Notes that is (in the context of the issue of the Notes)
material; that such information is true and accurate in all material respects and is not
misleading in any material respect; that any opinions, predictions or intentions expressed
herein are honestly held or made and are not misleading in any material respect; that this
Prospectus does not omit to state any material fact necessary to make such information,
opinions, predictions or intentions (in such context) 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 Prospectus or any other document entered into in
relation to the Notes 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 the Manager.
No representation or warranty is made or implied by the Manager or any of its respective
affiliates, and none of the Manager nor any of its respective affiliates makes any
representation or warranty or accepts any responsibility as to the accuracy or completeness of
the information contained in this Prospectus. Neither the delivery of this Prospectus nor the
offering, sale or delivery of any Note shall, in any circumstances, create any implication that
the information contained in this Prospectus is true subsequent to the date hereof 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 or prospects of the Issuer since the date hereof
or that any other information supplied in connection with the Notes 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 Prospectus may only be used for the purposes for which it has been published. The
distribution of this Prospectus and the offering, sale and delivery of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes
are required by the Issuer and the Manager 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 Prospectus and other offering material relating to the
Notes, see "Subscription and Sale". In particular, the 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
MILAN-1/246820/08
- 2 -

offered, sold or delivered within the United States or to U.S. persons. In addition, this
Prospectus has not been submitted to the clearance procedure of Commissione Nazionale per
le Società e la Borsa (the Italian Securities and Exchange Commission or "CONSOB") and
may not be used in connection with any offering of the Notes in Italy other than to
professional investors, as defined by and in accordance with applicable Italian securities laws
and regulations.
This Prospectus does not constitute an offer or an invitation to subscribe for or purchase any
Notes and should not be considered as a recommendation by the Issuer, the Manager or any of
them that any recipient of this Prospectus should subscribe for or purchase any Notes. Each
recipient of this Prospectus shall be taken to have made its own investigation and appraisal of
the condition (financial or otherwise), business and prospects of each of the Issuer and the
Carige Group.
The Issuer will use its best efforts to adopt a consistent approach with respect to interest
payments for holders of both its Parity Securities (as defined herein) and the Notes.
In this Prospectus, unless otherwise specified, references to "EUR", "euro", "Euro" or ""
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.
Unless otherwise specified or where the context requires, references to laws and regulations
are to the laws and regulations of Italy.
Certain figures included in this 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.
MILAN-1/246820/08
- 3 -

FORWARD-LOOKING STATEMENTS
This Prospectus includes forward-looking statements. These include statements relating to,
among other things, the future financial performance of the Issuer and the Issuer's
consolidated subsidiaries (the "Carige Group"), plans and expectations regarding
developments in the business, growth and profitability of the Carige Group and general
industry and business conditions applicable to the Carige Group. The Carige Group has based
these forward-looking statements on its current expectations, assumptions, estimates and
projections about future events. These forward-looking statements are subject to a number of
risks, uncertainties and assumptions that may cause the actual results, performance or
achievements of the Carige Group or those of its industry to be materially different from or
worse than these forward-looking statements. The Issuer does not assume any obligation to
update such forward-looking statements and to adapt them to future events or developments
except to the extent required by law.
MARKET STATISTICS
Information and statistics presented in this Prospectus regarding business trends, market
trends, market volumes and the market share of the Issuer are either derived from, or are
based on, internal data or publicly available data from various independent sources. Although
the Issuer believes that the external sources used are reliable, the Issuer has not independently
verified the information provided by such sources. This Prospectus also contains statements
by the Issuer relating to its competitive position, on the basis of its specific knowledge and
experience of the sector in which it operates and other publicly available data.

MILAN-1/246820/08
- 4 -

TABLE OF CONTENTS

General Overview ........................................................................................... 6
Risk Factors ................................................................................................. 16
Documents Incorporated by Reference ................................................................. 26
Terms and Conditions of the Notes ..................................................................... 27
Overview of Provisions relating to the Notes while in Global Form .............................. 52
Use of Proceeds ............................................................................................ 54
Description of Banca Carige ............................................................................. 55
Overview Financial Information of Banca Carige .................................................... 87
Taxation...................................................................................................................94
Subscription and Sale .................................................................................... 103
General Information ..................................................................................... 105

MILAN-1/246820/08
- 5 -

GENERAL OVERVIEW
This general overview must be read as an introduction to this Prospectus and any decision to
invest in the Notes should be based on a consideration of the Prospectus as a whole, including
the documents incorporated by reference.
Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere
in this Prospectus have the same meanings in this general overview and references to a
"Condition" is to such numbered condition in the Terms and Conditions of the Notes.
Overview of the Notes
Issuer:
Banca Carige S.p.A. - Cassa di Risparmio di Genova e
Imperia
Lead Manager:
Société Générale
Principal Amount:
160,000,000
Issue Price:
100 per cent. of the principal amount of the Notes.
Issue Date:
4 December 2008
Form and Denomination:
The Notes will be issued in bearer form in a
denomination of 50,000 each.
Status of the Notes:
The Notes will constitute direct, unsecured and
subordinated obligations of the Issuer ranking:
(i)
pari passu without any preference among
themselves and pari passu with the Parity
Securities;
(ii)
junior in right of payment to the payment of any
present or future claims of all unsubordinated
creditors of the Issuer and to all Less Deeply
Subordinated Obligations; and
(iii)
senior in right of payments to the Junior
Securities.
Negative Pledge:
There will be no negative pledge in respect of the
Notes.
Events of Default:
There will be no events of default in respect of the
Notes. However, the Notes must be redeemed in the
event of winding up proceedings instituted in respect of
the Issuer in accordance with Condition 7 (Redemption
and Purchase) of the Terms and Conditions of the
Notes.
MILAN-1/246820/08
- 6 -

Redemption:
The Notes will mature and be redeemed on the date
on which voluntary or involuntary winding up
proceedings are instituted in respect of the Issuer, in
accordance with, as the case may be, (i) a resolution
of the provision of the by-laws of the Issuer
(currently, maturity of the Issuer is set at 31
December 2050 though if this is extended, redemption
of the Notes will be equivalently adjusted), or (ii) any
applicable legal provision, or any decision of any
jurisdictional or administrative authority.
The Issuer may, at its option, also redeem the Notes
in whole, but not in part, on the Reset Date and on
any Interest Payment Date (as defined herein)
thereafter at an amount equal to their principal
amount, together with any accrued interest and any
additional amounts due pursuant to Condition 9(a)
(Taxation - Gross up), as described in Condition 7(a)
(Redemption and Purchase - Redemption at the option
of the Issuer).
In addition, the Issuer may, at its option, redeem the
Notes in whole, but not in part, at any time before the
Reset Date following the occurrence of a Regulatory
Event or a Tax Event (each, as defined herein) at a
redemption price equal to the greater of (i) the
principal amount and (ii) the Make Whole Amount (as
defined herein) together, in each case, with any
accrued interest and any additional amounts due
pursuant to Condition 9(a) (Taxation - Gross up) as
described in Condition 7(b) (Redemption and
Purchase - Redemption due to a Regulatory Event).
Any redemption of the Notes, save in accordance
with the first paragraph of this section "Redemption",
is subject to the prior approval of the Lead Regulator
(as defined herein).
"Regulatory Event" means that, at any time whilst
any of the Notes are outstanding:
(i)
the Issuer is not permitted under the applicable
rules and regulations adopted by the Lead
Regulator, or an official application or
interpretation of such rules and regulations
including a decision of any court or tribunal, to
MILAN-1/246820/08
- 7 -

treat the Notes as own funds; or
(ii)
the Issuer is notified by the Lead Regulator that
the Notes do not or no longer qualify as own
funds,
in each case, for the purposes of (a) Tier 1 Capital or
(b) in case of future amendments to the Bank of Italy
Regulations, up to such other fraction of the regulatory
capital as will apply to non-cumulative perpetual
instruments or similar instruments or liabilities
pursuant to which the Issuer has a call option linked to
an incentive to redeem such as an increase in the
amount of payment due in respect of such instruments
or liabilities, (save where any inability to so treat the
Notes is solely as a result of any applicable limitation
on the amount of such regulatory capital);
"Tax Event" means:
(A) (1) the Issuer has or will become obliged to pay
additional amounts as provided or referred to in
Condition 9 (Taxation) as a result of any change in, or
amendment to, the laws or regulations of the Republic
of Italy or any political subdivision or any authority
thereof or therein having power to tax, or any change in
the application or official interpretation of such laws or
regulations (including a holding by a court of competent
jurisdiction), which change or amendment becomes
effective on or after the date of issue of the Notes and
(2) such obligation cannot be avoided by the Issuer
taking reasonable measures available to it; or
(B) (1) deductibility of interest payable by the Issuer in
respect of the Notes is materially reduced for Italian
corporate income tax purposes as a result of any change
in, or amendment to, the laws or regulations or
applicable accounting standards of the Republic of Italy,
or any political subdivision or any authority thereof or
therein having power to tax, or any change in the
application or official interpretation of such laws or
regulations or accounting standards, which change or
amendment becomes effective on or after the date of
issue of the Notes (save where any non-deductibility of
interest payable by the Issuer in respect of the Notes is
solely as a result of the Issuer exceeding any applicable
MILAN-1/246820/08
- 8 -

general threshold of aggregate interest expenses that
may be deducted by the Issuer in any financial year for
Italian corporate income tax purposes); and (2) such
obligation cannot be avoided by the Issuer taking
reasonable measures available to it.
Interest:
The Notes will bear interest on a non-cumulative basis
(i) from and including 4 December 2008 to but
excluding 4 December 2018 (the "Reset Date") at a rate
of 8.338 per cent. per annum, payable annually in
arrear on 4 December in each year and (ii) from and
including the Reset Date at a rate of three month
Euribor plus 550 basis points, payable quarterly in
arrear on 4 March, 4 June, 4 September and 4
December of each year beginning 4 March 2019.
Optional suspension of interest:
The Issuer may elect, by giving notice to the
Noteholders pursuant to Condition 15 (Notices), not to
pay all (or part only) of the interest accrued to an
Interest Payment Date if (A) the Issuer does not have
Distributable Profits, according to its Latest Accounts;
and/or (B) since the Issuer's AGM in respect of the
financial statements for the financial year immediately
preceding the year in which such Interest Payment Date
falls, no dividend or other distribution has been
declared, made, approved or set aside for payment in
respect of any Junior Securities.
"Distributable Profits" means in respect of the Latest
Accounts, the reported net profits, determined after tax
and extraordinary items that are stated as being available
for the payment of a dividend or the making of a
distribution on any class of the Issuer's Junior
Securities.
Where the Issuer elects not to pay interest pursuant to
Condition 5(a)
(Interest
suspension
-
Optional
suspension of interest) it shall not have any obligation to
make such interest payment on the relevant Interest
Payment Date, and the failure to pay such interest shall
not constitute a default of the Issuer or any other breach
of obligations under the Conditions or for any purpose.
Interest on the Notes will not be cumulative and interest
that the Issuer elects not to pay pursuant to Condition
5(a) (Interest suspension - Optional suspension of
interest) will not accumulate or compound and all rights
MILAN-1/246820/08
- 9 -

and claims in respect of any such amounts shall be fully
and irrevocably cancelled and forfeited.
Mandatory suspension of
The Issuer will be prohibited from (A) paying all (or
interest:
part only) of the interest accrued to an Interest Payment
Date if and to the extent that a Capital Deficiency Event
regarding the Issuer would occur if the Issuer made such
payment of interest on such Interest Payment Date; or
(B) paying all (but not part only) of the interest accrued
to an Interest Payment Date if (i) a Capital Deficiency
Event regarding the Issuer has occurred and is
continuing on such Interest Payment Date; or (ii) the
Issuer is prohibited under applicable Italian legislation
or regulation from declaring a dividend or making a
distribution on all classes of its share capital, other than
in the case of a Capital Deficiency Event, except in each
case that where Condition 5(c)(i) (Interest suspension -
Mandatory payment of interest) applies, the Issuer shall
be
required
to
pay
interest
notwithstanding
Condition 5(b) (Interest suspension - Mandatory
suspension of interest).
"Capital Deficiency Event" means (A) as a result of
losses incurred by the Issuer, on a consolidated or non-
consolidated basis, the total risk-based capital ratio
(coefficiente patrimoniale complessivo) of the Issuer, on
a consolidated or non-consolidated basis as calculated in
accordance with applicable Italian banking laws and
regulations, and either (1) reported in the Issuer's
reporting to the Lead Regulator (currently Matrice dei
Conti) or (2) determined by the Lead Regulator and
communicated to the Issuer, in either case, falls below
the then minimum requirements of the Lead Regulator
specified in applicable regulations (currently equal to
five per cent. pursuant to the Nuove Disposizioni di
Vigilanza Prudenziale per le Banche, set out in the Bank
of Italy's Circolare n. 263, dated 27 December 2006);
or (B) the Lead Regulator, in its sole discretion, notifies
the Issuer that it has determined that the Issuer's
financial condition is deteriorating such that an event
specified in (A) above is likely to occur in the short
term.
Where the Issuer is prohibited from paying interest
pursuant to Condition 5(b) (Interest suspension -
Mandatory suspension of interest) it shall not have any
MILAN-1/246820/08
- 10 -