Obligation SaipemTech 3% ( XS1487498922 ) en EUR

SaipemTech

100 % ▼

Italie

XS1487498922 ( en EUR )

3% par an ( paiement annuel )

08/03/2021 - Obligation échue

Prospectus brochure de l'obligation Saipem XS1487498922 en EUR 3%, échue

100 000 EUR

500 000 000 EUR

Saipem est une société multinationale italienne fournissant des services d'ingénierie et de construction pour l'industrie énergétique.

L'Obligation émise par SaipemTech ( Italie ) , en EUR, avec le code ISIN XS1487498922, paye un coupon de 3% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 08/03/2021

BASE PROSPECTUS dated 29 June 2020

SAIPEM FINANCE INTERNATIONAL B.V.
(incorporated with limited liability under the laws of the Netherlands)
as Issuer
3,000,000,000
Euro Medium Term Note Programme
unconditionally and irrevocably guaranteed by
Saipem (Portugal) - Comércio Marítimo, Sociedade Unipessoal Lda. (incorporated with limited liability under the laws of Portugal), Saipem SA (a société anonyme
incorporated under the laws of France), Sofresid SA (a société anonyme incorporated under the laws of France), Saipem Limited (incorporated with limited liability under the
laws of England and Wales), Saipem Offshore Norway AS (incorporated with limited liability under the laws of Norway), Saipem Drilling Norway AS (incorporated with
limited liability under the laws of Norway), Saipem Contracting Netherlands B.V. (incorporated with limited liability under the laws of The Netherlands), Saipem Contracting
Nigeria Limited (a private limited liability company incorporated under the laws of the Federal Republic of Nigeria), Saipem Luxembourg S.A. (a société anonyme incorporated
under the laws of the Grand Duchy of Luxembourg), Global Petroprojects Services AG (incorporated with limited liability under the laws of Switzerland), Snamprogetti Saudi
Arabia Co Limited (a limited liability company incorporated under the laws of the Kingdom of Saudi Arabia), Saudi Arabian Saipem Limited (a limited liability company
incorporated under the laws of the Kingdom of Saudi Arabia) and Saipem S.p.A (incorporated with limited liability in Italy).

Under the 3,000,000,000 Euro Medium Term Note Programme (the "Programme") described in this base prospectus (the "Base Prospectus"), Saipem Finance International
B.V. ("SFI") (the "Issuer") may issue notes ("Notes") on a continuing basis to one or more of the Dealers (as defined below) and any additional Dealer appointed under the
Programme from time to time (each a "Dealer" and together the "Dealers").
The Notes will be constituted by an amended and restated trust deed dated 29 June 2020 (as amended, supplemented and/or restated from time to time, the "Trust Deed") between
the Issuer and BNP Paribas Trust Corporation UK Limited (the "Trustee"). The payments of all amounts due in respect of Notes issued by the Issuer will be unconditionally and
irrevocably guaranteed on a joint and several basis by Saipem (Portugal) - Comércio Marítimo, Sociedade Unipessoal Lda. (incorporated with limited liability under the laws of
Portugal), Saipem SA (a société anonyme incorporated under the laws of France), Sofresid SA (a société anonyme incorporated under the laws of France), Saipem Limited
(incorporated with limited liability under the laws of England and Wales), Saipem Offshore Norway AS (incorporated with limited liability under the laws of Norway), Saipem
Drilling Norway AS (incorporated with limited liability under the laws of Norway), Saipem Contracting Netherlands B.V. (incorporated with limited liability under the laws of
The Netherlands), Global Petroprojects Services AG (incorporated with limited liability under the laws of Switzerland), Saipem Contracting Nigeria Limited (a private limited
liability company incorporated under the laws of the Federal Republic of Nigeria) and Saipem Luxembourg S.A. (a société anonyme incorporated under the laws of the Grand
Duchy of Luxembourg), Snamprogetti Saudi Arabia Co Limited (a limited liability company incorporated under the laws of the Kingdom of Saudi Arabia), Saudi Arabian Saipem
Limited (a limited liability company incorporated under the laws of the Kingdom of Saudi Arabia) and Saipem S.p.A (incorporated with limited liability in Italy) ("Saipem")
(each an "Original Guarantor" and, together with any Additional Guarantors (as defined in the Terms and Conditions of the Notes) appointed pursuant to the terms and conditions
of the Notes, the "Guarantors", which term shall not include any Guarantor which ceases to guarantee the Notes pursuant to Condition 7(d)) pursuant to the Trust Deed and the
Deed of Guarantee (as defined herein). The guarantees given by the Guarantors will be subject to contractual and legal limitations (see "Risk Factors The Guarantees may be
limited by applicable laws or subject to certain defences that may limit their validity and enforceability").
The aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed 3,000,000,000 (or its equivalent in other currencies calculated
as described herein), subject to increase as described herein.
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme during the period of twelve months following the date of this document to
be admitted to the official list of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange (the "Euro MTF
Market"). The Euro MTF Market is not a regulated market for the purposes of the Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014, as
amended, on markets in financial instruments. The Programme provides that the Notes may be listed or admitted to trading, as the case may be, on such further or other stock
exchanges or markets as the Issuer and the relevant Dealer(s) (as defined herein) may agree as specified in the applicable Final Terms (as defined herein), subject to compliance
with all applicable laws and the rules of such stock exchange. The applicable Final Terms will specify whether the Notes are to be listed or will be unlisted Notes. This Base
Prospectus is a "prospectus" for the purposes of admission to listing on the Official List of the Luxembourg Stock Exchange and admission to trading of the Notes on the Euro
MTF Market in accordance with the rules and regulations of the Luxembourg Stock Exchange and Part IV of the Luxembourg law dated 10 July 2005 on prospectuses for
securities, as amended. This Base Prospectus constitutes a prospectus for the purposes of Part IV of the Luxembourg law on prospectuses for securities dated July 16, 2019.
Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the Issuer and the Guarantors to fulfil their
respective obligations under the Notes are discussed under "Risk Factors" below.
The Programme has been rated BB+ and Ba1 respectively by S&P Global Ratings Europe (Standard & Poor's") and Moody's Deutschland GmbH ("Moody's"). Each of Standard
& Poor's and Moody's is established in the European Economic Area (the "EEA") or in the United Kingdom (the "UK") and registered under Regulation (EU) No 1060/2009, as
amended (the "CRA Regulation"). As such, each Standard & Poor's Credit and Moody's appears on the latest update of the list of registered credit rating agencies (as of 1
December 2015) on the European Securities Market Authority ("ESMA") website http://www.esma.europa.eu.
A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating
agency.
The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority
of any state or other jurisdiction of the United States, and Notes in bearer form are subject to U.S. tax law requirements. The Notes may not be offered, sold or (in the case of
Notes in bearer form) delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation
S")) except in certain transactions exempt from the registration requirements of the Securities Act.
Joint Arrangers and Dealers
BNP PARIBAS
UniCredit Bank

CONTENTS

Page
IMPORTANT NOTICES ............................................................................................................................. 1
RISK FACTORS .......................................................................................................................................... 7
INFORMATION INCORPORATED BY REFERENCE .......................................................................... 42
FINAL TERMS AND DRAWDOWN PROSPECTUSES ........................................................................ 44
OVERVIEW OF THE PROGRAMME ..................................................................................................... 45
FORMS OF THE NOTES .......................................................................................................................... 51
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 57
FORM OF FINAL TERMS ........................................................................................................................ 98
USE OF PROCEEDS ............................................................................................................................... 110
DESCRIPTION OF THE ISSUER........................................................................................................... 111
DESCRIPTION OF THE GUARANTORS ............................................................................................. 113
DESCRIPTION OF THE GROUP ........................................................................................................... 132
OVERVIEW OF THE FINANCIAL INFORMATION OF SAIPEM GROUP ....................................... 178
TAXATION ............................................................................................................................................. 183
SUBSCRIPTION AND SALE ................................................................................................................. 205
GENERAL INFORMATION .................................................................................................................. 212

IMPORTANT NOTICES
Responsibility for this Base Prospectus
The Issuer accepts responsibility for the information contained in this Base Prospectus and each of the
Original Guarantors accepts responsibility for the information relating to itself contained in this Base
Prospectus. To the best of the knowledge of the Issuer and, in respect of the information relating to itself
only, each Original Guarantor (each 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 does not omit anything
likely to affect the import of such information.
Final Terms/Drawdown Prospectus
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 completed by a document specific to such Tranche called
final terms (the "Final Terms") or in a separate prospectus specific to such Tranche (the "Drawdown
Prospectus") as described under "Final Terms and Drawdown Prospectuses" below.
Other relevant information
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 which is the subject
of Final Terms, must be read and construed together with the relevant Final Terms. In the case of a Tranche
of Notes which is the subject of a Drawdown Prospectus, each reference in this Base Prospectus to
information being specified or identified in the relevant Final Terms shall be read and construed as a
reference to such information being specified or identified in the relevant Drawdown Prospectus unless the
context requires otherwise.
The Issuer and, in respect of the information relating to itself only, each Original Guarantor, have confirmed
to the Dealers named under "Subscription and Sale" below that this Base Prospectus contains all
information which is (according to the particular nature of the Issuer and the Original Guarantors and in the
context of the Programme, the issue, offering and sale of the Notes and the guarantees of the Notes) material
and necessary to enable investors to make an informed assessment of the assets and liabilities, financial
position, profits and losses and prospects of the Issuer and the Original Guarantors and of the rights
attaching to the Notes; 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 Base Prospectus does not
omit to state any material fact necessary to make such information, opinions, predictions or intentions (in
the context of the Programme, the issue, offering and sale of the Notes and the guarantees of the Notes) not
misleading in any material respect; and that all proper enquiries have been made to verify the foregoing.
The Issuer and, in respect of the information relating to itself only, each Original Guarantor accept
responsibility accordingly.
Unauthorised information
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 any Original Guarantors 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, any Original Guarantors, any Dealer or the Trustee.
Neither the Joint Arrangers nor the Dealers nor any of their respective affiliates nor the Trustee 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 or any responsibility for the acts or omissions of the Issuer, the Guarantors, or any
other person (other than the relevant Dealer) in connection with the issue and offering of the Notes. 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 prospects or financial or trading position of the Issuer or any Original Guarantors

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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.
Restrictions on distribution
The distribution of this Base Prospectus and any Final Terms or Drawdown Prospectus and the offering,
sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose
possession this Base Prospectus or any Final Terms or Drawdown Prospectus comes are required by the
Issuer, the Original Guarantors 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".
The Notes have not been, and will not be, registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the United States, and Notes in bearer form are
subject to U.S. tax law requirements. The Notes may not be offered, sold or (in the case of Notes in bearer
form) delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in
Regulation S) except in certain transactions exempt from the registration requirements of 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, any Original
Guarantors, the Joint Arrangers, the Dealers, the Trustee 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) of the Issuer and any Original Guarantors.
IMPORTANT EEA AND UK RETAIL INVESTORS - If the applicable Final Terms in respect of any
Notes includes a legend entitled "Prohibition of Sales to EEA and UK Retail Investors", the Notes are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the EEA or in the UK. 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 (EU) 2016/97
(as amended), 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 (as amended, the PRIIPs Regulation) for offering or selling the Notes or otherwise making
them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling
the Notes or otherwise making them available to any retail investor in the EEA or the UK may be unlawful
under the PRIIPs Regulation.
MIFID II product governance / target market The applicable Final Terms in respect of any Notes may
include a legend entitled "MiFID II Product Governance" which will outline the target market assessment
in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration
the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (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 Notes is a manufacturer in respect of such Notes 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.
Benchmark Regulation
Interest and/or other amounts payable under the Notes may be calculated by reference to certain reference
rates. Any such reference rate may constitute a benchmark for the purposes of Regulation (EU) 2016/1011
(as amended the "Benchmark Regulation"). If any such reference rate does constitute such a benchmark,

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the Final Terms will indicate whether or not the benchmark is provided by an administrator included in the
register of administrators and benchmarks established and maintained by ESMA pursuant to Article 36
(Register of administrators and benchmarks) of the Benchmark Regulation. Transitional provisions in the
Benchmark Regulation may have the result that the administrator of a particular benchmark is not required
to appear in the register of administrators and benchmarks at the date of the Final Terms. The registration
status of any administrator under the Benchmark Regulation is a matter of public record and, save where
required by applicable law, the Issuer does not intend to update the Final Terms to reflect any change in the
registration status of the administrator.
Programme limit
The maximum aggregate principal amount of Notes outstanding and guaranteed at any one time under the
Programme will not exceed 3,000,000,000 (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). The maximum aggregate principal amount of
Notes which may be outstanding and guaranteed 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".
Certain definitions
In this Base Prospectus, unless otherwise specified:

the "Group" means the group consisting of Saipem S.p.A. and its consolidated subsidiaries;

references to a "Member State" are references to a Member State of the European Economic Area;

references to "EUR" or "euro" are to the currency introduced at the start of the third stage of
European economic and monetary union, and as defined in Article 2 of Council Regulation (EC) No
974/98 of 3 May 1998 on the introduction of the euro, as amended;

references to "USD" are to United States dollars; and

references to "GBP" or "£" are to the lawful currency of the UK.
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.
Ratings
Tranches of Notes issued under the Programme will be rated or unrated. Where a Tranche of Notes is rated,
such rating will not necessarily be the same as the rating(s) described above or the rating(s) assigned to
Notes already issued. Where a Tranche of Notes is rated, the applicable rating(s) will be specified in the
relevant Final Terms. Whether or not each credit rating applied for in relation to a relevant Tranche of Notes
will be (1) issued by a credit rating agency established in the EEA or in the UK and registered under the
CRA Regulation, or (2) issued by a credit rating agency which is not established in the EEA or in the UK
but will be endorsed by a CRA which is established in the EEA or in the UK and registered under the CRA
Regulation or (3) issued by a credit rating agency which is not established in the EEA or in the UK but
which is certified under the CRA Regulation will be disclosed in the Final Terms. In general, European
regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by
a credit rating agency established in the EEA or in the UK and registered under the CRA Regulation or (1)
the rating is provided by a credit rating agency not established in the EEA or in the UK but is endorsed by
a credit rating agency established in the EEA or in the UK and registered under the CRA Regulation or (2)
the rating is provided by a credit rating agency not established in the EEA or in the UK which is certified
under the CRA Regulation.
Forward-looking statements
All statements (other than statements of historical fact) included in this Base Prospectus regarding the
Group's business, financial condition, results of operations and certain of the Group's plans, objectives,
assumptions, expectations or beliefs with respect to these matters and statements regarding other future

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events or prospects are forward-looking statements. These statements include, without limitation, those
concerning: the Group's strategy and the Group's ability to achieve it; expectations regarding revenues,
profitability and growth; plans for the launch of new services, businesses and activities; the Group's possible
or assumed future results of operations; research and development, capital expenditure and investment
plans; adequacy of capital; and financing plans. The words "aim", "may", "will", "expect", "anticipate",
"believe", "future", "continue", "help", "estimate", "plan", "intend", "should", "could", "would", "shall" or
the negative, or other variations thereof, as well as other statements regarding matters that are not historical
fact, are or may constitute forward-looking statements. In addition, this Base Prospectus includes
forward-looking statements relating to the Group's potential exposure to various types of market risks, such
as foreign exchange rate risk, interest rate risks and other risks related to financial assets and liabilities.
These forward-looking statements have been based on the Group's management's current view with respect
to future events and financial performance. These views reflect current estimates and assumptions that the
Group's management makes to the best of its knowledge but involve a number of risks and uncertainties
which could cause actual results to differ materially from those predicted in such forward-looking
statements and from past results, performance or achievements. Although the Group believes that the
estimates reflected in the forward-looking statements are reasonable, such estimates may prove to be
incorrect. By their nature, forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. There are a number of factors that could
cause actual results and developments to differ materially from those expressed or implied by these
forward-looking statements. Prospective investors are cautioned not to place undue reliance on these
forward-looking statements, as a prediction of actual results or otherwise.
The Issuer does not intend to update or revise any forward-looking statements, whether as a result of new
information, future events or circumstances or otherwise. In addition, all subsequent written or oral
forward-looking statements attributable to the Issuer or persons acting on its behalf, are expressly qualified
in their entirety by the cautionary statements contained throughout this Base Prospectus including any
document incorporated by reference herein. Prospective purchasers are urged to review and consider
carefully the various disclosures made by the Issuer in this Base Prospectus, including any document
incorporated by reference herein, which attempt to advise interested parties of the factors that affect the
Issuer, the Group and their business, including the disclosures made under the sections headed "Risk
Factors" and "Risks Related to the Group".
Industry and market data
Information regarding markets, market size, market share, market position, growth rates and other industry
data pertaining to the Group's business contained in this Base Prospectus consists of estimates based on
data reports compiled by professional organisations and analysts, on data from other external sources, and
on the Group's knowledge of its sales and markets. In many cases, there is no readily available external
information (whether from trade associations, government bodies or other organisations) to validate
market-related analyses and estimates, requiring the Group to rely on internally developed estimates. While
the Group has compiled, extracted and, to the best of its knowledge, correctly reproduced market or other
industry data from external sources, including third parties or industry or general publications, neither the
Group nor the Dealers have independently verified that data. The Group cannot assure investors of the
accuracy and completeness of, and takes no responsibility for, such data other than the responsibility for
the correct and accurate reproduction thereof. Similarly, while the Group believes such information to be
reliable and believes its internal estimates contained in such information to be reasonable, they have not
been verified by any independent sources and the Group cannot assure investors as to their accuracy. Undue
reliance should therefore not be placed on such information. In addition, information regarding the sectors
and markets in which the Group operates is normally not available for certain periods and, accordingly,
such information may not be current as of the date of this Base Prospectus.
Stabilisation
In connection with the issue of any Tranche of Notes, 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, 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 Tranche of Notes 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

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relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of
Notes. Any stabilisation action or over-allotment must be conducted by the Stabilising Manager(s)
(or persons acting on behalf of the Stabilising Manager(s)) in accordance with all applicable laws and
rules.
Alternative Performance Measures
This Base Prospectus contains certain non-IFRS financial measures, including.
"Margine operativo lordo (EBITDA)" (or "Gross operating profit (EBITDA)") shall be calculated as the
"Utile (perdita) dell'esercizio di competenza Saipem" (or " Profit (loss) for the year attributable to owners
of the Parent") before:
(a) "Utile (perdita) dell'esercizio di competenza di terzi azionisti" (or "Profit (loss) for the year attributable
to non-controlling interests");
(b) "Imposte sul reddito" (or "Income taxes");
(c) "Proventi (oneri) netti su partecipazioni" (or "Net gains (losses) on equity investments");
(d) "Proventi (oneri) finanziari netti" (or "Net financial income (expense)"); and
(e) "Ammortamenti e svalutazioni" (or "Depreciation, amortisation and impairment losses") (which include
impairment of tangible and intangible assets);.
"Risultato operativo (EBIT)" (or "Operating profit (EBIT)") calculated as the " Utile (perdita)
dell'esercizio " (or "Profit (loss) for the year attributable to owners of the parent ") before:
(a) " Utile (perdita) dell'esercizio di competenza di terzi azionisti" (or " Profit (loss) for the year
attributable to non-controlling interests");
(b) "Imposte sul reddito" (or "Income taxes");
(c) "Proventi (oneri) netti su partecipazioni" (or "Net gains (losses) on equity investments");
(d) "Proventi (oneri) finanziari netti" (or "Net financial income (expense)").
"Indebitamento finanziario netto" (or "Net financial debt") calculated as
(a) "Passività finanziarie a breve termine verso banche" (or "Current bank loans and borrowings"), plus
(b) "Passività finanziarie a lungo termine" (or "Non-current bank loans and borrowings"), plus
(c) "Passività finanziarie a breve termine verso entità correlate" (or "Current financial liabilities - related
parties"), plus
(d) "Prestiti obbligazionari" (or "Ordinary bonds"), plus
(e) "Passività finanziarie a lungo termine verso entità correlate" (or "Non-current financial liabilities -
related parties"), plus
(f) "Altre passività finanziarie a breve termine" (or "Other current financial liabilities"), plus
(g) "Altre passività finanziarie a lungo termine" (or "Other non-current financial liabilities"), plus
(h) "Passività per leasing" (or "Lease liabilities"), minus
(i) "Disponibilità liquide ed equivalenti" (or "Cash and cash equivalents"), minus
(j) "Attività finanziarie valutate al fair value con effetto a OCI" (or "Financial assets measured at fair
value through OCI"), minus
(k) "Attività per leasing" (or "Lease assets"), minus

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(l) "Crediti finanziari" (or "Loan assets"), minus
(m) "Crediti finanziari non correnti" (or "Non-current loan assets").
The following table shows the calculation of EBIT, EBITDA and Net financial debt:

For the year ended December
31,
(in millions of Euro)
2019
2018
Profit (loss) for the year attributable to owners of the parent
(472)
12
......................................................................
+ Profit (loss) for the year attributable to non-controlling interests
86
62
+ Income Taxes .............................................
130
194
-/+ Net gains (losses) on equity investments .
18
88
+ Net financial income (expense)
210
165
Operating profit (EBIT) .............................
456
37
+ Depreciation, amortisation and impairment losses

690
811
Gross operating profit (EBITDA) ..............
1,146
848

For the year ended December 31,

2019

2018
(in millions of Euro)
Current Non-current
Total
Current Non-current
Total
A. Cash and cash equivalents..................
2,272
-
2,272
1,674
-
1,674
B. Financial assets measured at fair value

87
-
87
86
-
86
through OCI......................................
C. Liquidity (A+B).............................
2,359
-
2,359
1,760
-
1,760
D. Lease assets..................................
8
-
8
-
-
-
E. Loan assets...................................
178
-
178
32
-
32
F. Current bank loans and borrowings.......
153
-
153
73
-
73
G. Non-current bank loans and borrowings
206
676
882
187
655
842
H. Current financial liabilities - related

parties.............................................
-
-
-
-
-
-
I. Ordinary bonds...............................
38
1,994
2,032
38
1,991
2,029
L. Non-current financial liabilities - related

parties.............................................
-
-
-
-
-
-
M. Other current financial liabilities..........
11
-
11
7
-
7
N. Other non-current financial liabilities.....
-
-
-
-
-
-
O. Lease liabilities..............................
149
477
626
-
-
-
P. Gross financial debt

(F+G+H+I+L+M+N+O).............................
557
3,147
3,704
305
2,646
2,951
Q. Net financial position pursuant to

Consob Communication No.

DEM/6064293/2006
(1,988)
3,147
1,159
(1,487)
2,646
1,159
(P-C-D-E)........................................
R. Non-current loan assets...................
-
69
69
-
-
-
S. Lease assets...................................
-
8
8
-
-
-
T. Net financial debt (Q-R-S)................
(1,988)
3,070
1,082 (1,487)
2,646
1,159
It should be noted that these non-IFRS financial measures are not recognised as a measure of performance
under IFRS and should not be recognised as an alternative to operating income or net income or any other
performance measures recognised as being in accordance with IFRS or any other generally accepted
accounting principles. These non-IFRS financial measures are used by Saipem's management to monitor
the underlying performance of the business and operations but are not indicative of the historical operating
results of the Issuer, nor are they meant to be predictive of future results. Since companies do not all
calculate these measures in an identical manner, the Saipem's presentation may not be consistent with
similar measures used by other companies. Therefore, undue reliance should not be placed on any such
data.

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RISK FACTORS
In purchasing Notes, investors assume the risk that the Issuer and the Guarantors may become insolvent
or otherwise unable to make all payments due in respect of the Notes. There is a wide range of factors
which individually or together could result in the Issuer or the Guarantors becoming unable to make all
payments due in respect of the Notes. It is not possible to identify all such factors or to determine which
factors are most likely to occur, as the Issuer and the Guarantors may not be aware of all relevant factors
and certain factors which they currently deem not to be material may become material as a result of the
occurrence of events outside of the Issuer's and the Guarantors' control. The Issuer and the Guarantors
have identified in this Base Prospectus a number of factors which could materially adversely affect their
businesses and ability to make payments due under the Notes.
In addition, factors which are material for the purpose of assessing the market risks associated with Notes
issued under the Programme are also described below.
Please note that the following risk factors affect the Issuer and each of the Guarantors as they form part of
the same Group and operate in the same business and industry.
Risks Related to the Group
The Group's ability to execute its 20202023 strategic plan is not assured.
The 20202023 strategic plan is based on general assumptions regarding inflation rates, exchange rates,
interest rates and commodity prices, over which the directors have no influence insofar as they depend on
the overall market trend.
The budget figures in the 20202023 strategic plan are based on a set of critical assumptions, including a
series of corporate actions by the board of directors of Saipem.
In the event that one or more of the strategic plan's underlying assumptions proves incorrect or events
evolve differently than assumed in the strategic plan, including events that may not be foreseeable or
quantifiable as of the date hereof, the anticipated events and results of operations indicated in the strategic
plan (and in this Base Prospectus) could differ from actual events and results of operations.
On April 15, 2020, following an analysis of the evolution of the effects of the COVID-19 pandemic on the
global economic scenario and on the business activities, the Company resolved to withdraw the 2020
giudance, communicated on February 26, 2020, reserving the right to issue a new guidance should the
market conditions become more stable.
On April 23, 2020 the Company confirmed the withdrawal of 2020 guidance and, as a result of the
performance of an impairment test on all the Group cash generating units for the occasion of the first quarter
2020 results, communicated an impairment loss of 257 million, recorded on some cash generating units
in the Offshore Drilling Division.
Any failure by the Group to execute its strategic plan within the scheduled deadlines may have a material
adverse effect on the Group, its business prospects, its financial condition and its results of operation.
Risks related to the existing indebtedness of the Group.
The total net financial debt of the Group, excluding IFRS 16 net lease liabilities of Euro 610 million,
amounted to Euro 472 million as of 31 December 2019 compared to Euro 1,159 million as of 31 December
2018.
As of 31 December 2019, the Group's current financial liabilities amounted to Euro 164 million while the
non-current financial liabilities and current portion of non-current financial liabilities totaled Euro 2,914
million, of which the current portion of non-current financial liabilities amounted to Euro 244 million.
On 27 October 2015, Saipem signed a mandate letter (the "Mandate Letter") with Banca IMI S.p.A.,
Deutsche Bank AG, London Branch, Citigroup Global Markets Limited, Mediobanca Banca di Credito
Finanziario S.p.A., UniCredit S.p.A., with Goldman Sachs International and J.P. Morgan Limited, Intesa
Sanpaolo S.p.A., Citibank, N.A., Milan Branch, Deutsche Bank AG, Luxembourg branch, Goldman Sachs
Lending Partners LLC and J.P. Morgan Chase Bank, N.A., Milan Branch related to the establishment of
unsecured credit facilities for a maximum amount of Euro 4,700,000,000 (the "Loan") for the benefit of
Saipem and to Saipem Finance International B.V. ("SFI", and together with Saipem, the "Beneficiaries").

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On 10 December 2015 (the "Signing Date") the Beneficiaries and Citigroup Global Markets Limited and
Mediobanca--Banca di Credito Finanziario S.p.A., in the capacity of Documentation Agents, Banca IMI
S.p.A. in the capacity of agent as well as Citigroup Global Market Limited, Deutsche Bank AG, London
Branch, Banca IMI S.p.A., Mediobanca Banca di Credito Finanziario S.p.A., UniCredit S.p.A., J.P.
Morgan Limited, and Goldman Sachs, International Bank in the capacity of Initial Arrangers, Bank of China
Limited, Luxembourg Branch, BNP Paribas, Italian Branch, DNB Bank ASA, London Branch, ABN
AMRO Bank N.V., HSBC Bank plc, Milan branch, ING Bank N.V.--Milan Branch, ING Bank N.V.--
Milan Branch, and Standard Chartered Bank, in the capacity of Additional Mandated Lead Arrangers,
Intesa Sanpaolo S.p.A., Citibank N.A., Milan Branch, Deutsche Bank Luxembourg S.A., Mediobanca
Banca di Credito Finanziario S.p.A., UniCredit S.p.A., Goldman Sachs International Bank, JP Morgan
Chase Bank N.A., Milan Branch, Bank of China Limited, Luxembourg Branch, BNP Paribas, Italian
Branch, DNB Bank ASA, London Branch, HSBC Bank plc Milan Branch, ING Bank N.V. Milan Branch,
Standard Chartered Bank, Banca Popolare di Sondrio S.c.p.A., Banca Popolare di Milano Soc. Coop.a r.l.,
Banco Santander S.A., Milan Branch, ICBC (Europe) S.A., Milan Branch, Mizuho Bank, LTD, Milan
Branch and Banca Monte dei Paschi di Siena S.p.A., Unione di Banche Italiane S.p.A. and ABN AMRO
Bank N.V. in the capacity of Original Lenders (the "Original Lending Banks" and, jointly with any of
their successors or assignees, the "Lending Banks") signed the Loan, governed by English law and drafted
on the basis of the model prepared by the Loan Market Association for loan agreements of similar nature.
During 2016 Saipem successfully negotiated the renewal of existing credit facilities or the granting of new
credit facilities for a total amount of Euro 904 million, including:
Euro 250 million of the UniCredit bank facility (renewal);
Euro 554 million of the GIEK export credit agency (ECA) facility (new facility); and
Euro 100 million of the BPER bank facility (new facility).
On 1 September 2016, Saipem successfully launched a dual tranche fixed rate note issue with 4.5- and 7
year tenors, for a total amount of Euro 1 billion. The notes were issued by Saipem Finance International
B.V. under the EMTN Programme. The 4.5-year notes amounted to Euro 500 million and pay a fixed annual
coupon of 3.0%. The 7-year notes amounted to Euro 500 million and pay a fixed annual coupon of 3.75%.
The notes have been listed on the Euro MTF of the Luxembourg Stock Exchange and were purchased by
institutional investors mainly in France, Germany, Italy and UK.
The proceeds of the issuance of the notes, together with (i) the draw-down of two tranches of the GIEK
ECA Facility, (ii) the draw-down of the BPER bank facility and (iii) the use of available cash, allowed
Saipem to fully repay, between July 2016 and December 2016, the bridge-to-bond facility of Euro 1.6
billion disbursed on 26 February 2016.
On 29 March 2017, Saipem launched a new fixed rate note issue with 5-year tenor for an amount of Euro
500 million. The notes were issued by Saipem Finance International B.V. under the EMTN Programme and
pay a fixed annual coupon of 2.75%. The notes were listed on the Euro MTF of the Luxembourg Stock
Exchange and were purchased by institutional investors mainly in Italy, UK, France, Germany and
Switzerland.
The proceeds of the issuance of the were used to prepay an equal amount of the term loan facility of Euro
1.6 billion disbursed on 26 February 2016.
In addition, on 30 March 2017 Saipem signed a new credit facility for an amount of Euro 260 million
guaranteed by the Dutch ECA Atradius. A first tranche in the amount of Euro 15 million was drawn in May
2017.
On 31 July 2017 Saipem made a pre-payment of an amount of Euro 525 million of the term facility by
utilizing an amount of Euro 300 million of available cash and by a draw-down of an amount of Euro 225
million of the facility guaranteed by the Dutch ECA Atradius.
On 27 October 2017, Saipem launched a new fixed rate note issue with 7.2 year tenor for an amount of
Euro 500 million. The notes were issued by Saipem Finance International B.V. under the EMTN
Programme and pay a fixed annual coupon of 2.625%. The notes were listed on the Euro MTF of the
Luxembourg Stock Exchange and were purchased by institutional investors mainly in France, UK, Italy
and Germany.
The proceeds of the issuance of the notes were used, together with the use of available cash, to fully repay
the term loan facility.

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