Obligation Carraro Global S.A. 3.5% ( XS1747134564 ) en EUR

Carraro Global S.A.

100 % ▲

Italie

XS1747134564 ( en EUR )

3.5% par an ( paiement semestriel )

30/01/2025 - Obligation échue

Prospectus brochure de l'obligation Carraro International S.E XS1747134564 en EUR 3.5%, échue

1 000 EUR

180 000 000 EUR

Carraro International S.E. est un fabricant italien de composants et systèmes de transmission pour l'agriculture, les engins de chantier, les véhicules industriels et les applications industrielles.

L'Obligation émise par Carraro Global S.A. ( Italie ) , en EUR, avec le code ISIN XS1747134564, paye un coupon de 3.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/01/2025

Carraro International S.E.
(a European company (societas europaea) duly organised and validly existing under the laws of the European Union and the Grand Duchy of
Luxembourg)
[]
[] per cent. Senior Unsecured Notes due 31 January 2025
guaranteed by
Carraro S.p.A.
(incorporated with limited liability under the laws of The Republic of Italy)

Subject to the Minimum Offer Condition (as defined herein), Carraro International S.E. (the "Issuer" or "Carraro International") is expected to issue on or about 16
February 2018 (the "Issue Date") between 50,000,000 (the "Minimum Offer Amount") and 180,000,000 (the "Maximum Offer Amount") fixed rate senior
unsecured notes due 2025 with a denomination of 1,000 (the "Notes") (the "Offering"). The Maximum Offer Amount may be reduced by the Issuer prior to the
Launch Date (as defined herein). The Notes will be issued at a price of 100.00 per cent. of their principal amount (the "Issue Price"). The Notes will bear interest from
and including the Issue Date to, but excluding, 31 January 2025, at a minimum rate of 3.00 per cent. per annum (the "Minimum Interest Rate") payable semi-annually
in arrear on 31 January and 31 July each year, commencing on 31 July 2018. Payments on the Notes will be made in Euro without deduction for or on account of taxes
imposed or levied by the Republic of Italy or the Grand Duchy of Luxembourg to the extent described under "Terms and Conditions of the Notes Taxation". Carraro
S.p.A. (the "Guarantor" or "Carraro") will unconditionally and irrevocably guarantee the due and punctual payment of all amounts at any time becoming due and
payable in respect of the Notes (the "Guarantee").
Unless previously redeemed or cancelled, the Notes will be redeemed at their principal amount on 31 January 2025. The Notes are subject to redemption, in whole but
not in part, at their principal amount, plus interest, if any, to the date fixed for redemption at the option of the Issuer at any time in the event of certain changes affecting
taxation in the Republic of Italy or in the Grand Duchy of Luxembourg. In addition, at any time on or after 31 January 2021, the Issuer may redeem the Notes in whole
or in part from time to time at the redemption prices specified herein. See "Terms and Conditions of the Notes Redemption and Purchase".
The Notes will constitute (subject to "Terms and Conditions of the Notes Negative Pledge") unsecured obligations of the Issuer which will at all times rank pari passu
among themselves and at least pari passu with all other present and future unsecured obligations of the Issuer, save for certain mandatory exceptions of applicable law.
This prospectus (the "Prospectus") constitutes a prospectus within the meaning of Article 5.3 of Directive 2003/71/EC of the European Parliament and of the Council
of 4 November 2003 (as amended) (the "Prospectus Directive"). This Prospectus will be published in electronic form together with all documents incorporated by
reference herein on the website of the Carraro Group (as defined below) (https://www.carraro.com/en/) (the "Carraro Group's Website") and the website of the
Luxembourg Stock Exchange (www.bourse.lu) (the "Luxembourg Stock Exchange Website") and will be available free of charge at the registered office of the Issuer
and the Guarantor.
Application has been made to the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg ("Luxembourg") (the "CSSF") in its capacity
as competent authority under the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities (Loi du 10 juillet 2005 relative aux prospectus pour valeurs
mobilières), as amended, (the "Luxembourg Prospectus Law"), for the approval of this Prospectus for the purposes of the Prospectus Directive. Application has also
been made to the Luxembourg Stock Exchange for the Notes to be admitted to the official list of the Luxembourg Stock Exchange (the "Official List") and to be
admitted to trading on the Luxembourg Stock Exchange's regulated market (the "Market"). The Market is a regulated market for the purposes of Directive 2004/39/EC
of the European Parliament and of the Council on markets in financial instruments. By approving this Prospectus, the CSSF gives no undertaking as to the economic and
financial soundness of the transaction or the solvency of the Issuer in line with the provisions of article 7 (7) of the Luxembourg Law on prospectuses for securities.
The Issuer has requested the CSSF to provide the competent authority in Italy, Commissione Nazionale per le Società e la Borsa ("CONSOB") with a certificate of
approval pursuant to Article 18 of the Prospectus Directive attesting that this Prospectus has been drawn up in accordance with the Luxe mbourg Prospectus Law (the
"Notification").
Application has been made to Borsa Italiana S.p.A. ("Borsa Italiana") for the Notes to be admitted to listing and trading on the Borsa Italiana's regulated Mercato delle
Obligazioni Telematico market (the "MOT"). The MOT is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council
of 21 April 2004 on markets in financial instruments, as amended. Borsa Italiana has admitted the Notes to listing on the MOT with order n. LOL-003807 dated 22
January 2018. The start date of official trading of the Notes on the MOT (the "Trading Start Date") will be set by Borsa Italiana in accordance with Rule 2.4.3 of the
Borsa Italiana rules and published on the Carraro Group's Website and the Luxembourg Stock Exchange Website and released through the SDIR-NIS system of Borsa
Italiana. The Trading Start Date shall correspond to the Issue Date.
The interest rate of the Notes (which shall not be less than the Minimum Interest Rate) and the yield will be set out in a notice, which will be filed with the CSSF and
published on the Carraro Group's Website, the Luxembourg Stock Exchange Website and released through the SDIR-NIS system of Borsa Italiana prior to the start of
the Offering Period (as defined in "Sale and Offer of the Notes Offering Period, Early Closure, Extension and Withdrawal") (the "Interest Rate and Yield Notice").
The aggregate principal amount of the Notes, the number of Notes sold and the proceeds of the Offering will be set out in a notice, which will be filed with the CSSF
and published on the Carraro Group's Website, the Luxembourg Stock Exchange Website and released through the SDIR-NIS system of Borsa Italiana no later than the
third business day after the end of the Offering Period (as defined in "Sale and Offer of the Notes Offering Period, Early Closure, Extension and Withdrawal") (the
"Offering Results Notice").
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 United States
tax law requirements. The Notes are being offered outside the United States by the Placement Agent (as defined in "Sale and Offer of the Notes") in accordance with
Regulation S under the Securities Act ("Regulation S"), and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S.
persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. For a description of certain
restrictions on transfers of the Notes, see "Sale and Offer of the Notes".
Investing in the Notes involves risks. See "Risk Factors" beginning on page 26 of this Prospectus for a discussion of certain risks prospective investors should
consider in connection with any investment in the Notes.
The Notes will be in bearer form in the denomination of 1,000 each and will initially be in the form of a temporary global note (the "Temporary Global Note"),
without interest coupons, which will be deposited on or around the Issue Date with a common safekeeper for Euroclear Bank SA/NV ("Euroclear") and Clearstream
Banking, S.A. ("Clearstream, Luxembourg"). The Temporary Global Note will be exchangeable, in whole or in part, for interests in a permanent global note (the
"Permanent Global Note", and together with the Temporary Global Note, each a "Global Note"), without interest coupons, not earlier than 40 days after the Issue
Date upon certification as to non-U.S. beneficial ownership. Interest payments in respect of the Notes cannot be collected without such certification of non-U.S.
beneficial ownership. The Permanent Global Note will be exchangeable in certain limited circumstances in whole, but not in part, for Notes in definitive form in
principal amounts equal to 1,000 with interest coupons attached. No Notes in definitive form will be issued with a denomination above 1,000. See "Summary of
Provisions Relating to the Notes in Global Form".
The Notes have been assigned the following securities codes: ISIN: XS1747134564; Common Code: 174713456.

PLACEMENT AGENT
EQUITA SIM
Prospectus dated 22 January 2018

IMPORTANT LEGAL INFORMATION
This Prospectus has been prepared on a basis that permits offers of the Notes that are not made within an
exemption from the requirement to publish a prospectus under Article 3.2 of the Prospectus Directive (a
"Non-exempt Offer") in the Grand Duchy of Luxembourg and the Republic of Italy (each a "Non-exempt
Offer Jurisdiction" and together, the "Non-exempt Offer Jurisdictions"). Any person making or intending
to make a Non-exempt Offer of Notes on the basis of this Prospectus must do so only with the Issuer's
consent see "Consent given in accordance with Article 3.2 of the Prospectus Directive" below.
CONSENT GIVEN IN ACCORDANCE WITH ARTICLE 3.2
OF THE PROSPECTUS DIRECTIVE
Consent
In the context of any Non-exempt Offer of Notes, the Issuer and the Guarantor accept responsibility, in each
of the Non-exempt Offer Jurisdictions, for the content of this Prospectus in relation to any person (an
"Investor") who purchases any Notes in a Non-exempt Offer made by the Placement Agent (as defined
below) or an "Authorised Offeror" (as defined in "Sale and Offering of the Notes - Offering Period, Early
Closure, Extension and Withdrawal"), where that offer is made during the Offering Period (as defined in
"Sale and Offer of the Notes" below).
Except in the circumstances described below, neither the Issuer nor the Guarantor has authorised the making
of any offer by any offeror and neither the Issuer nor the Guarantor has consented to the use of this Prospectus
by any other person in connection with any offer of the Notes in any jurisdiction. Any offer made without the
consent of the Issuer and the Guarantor is unauthorised and neither the Issuer, the Guarantor nor, for the
avoidance of doubt, the Placement Agent accepts any responsibility or liability in relation to such offer or for
the actions of the persons making any such unauthorised offer.
If, in the context of a Non-exempt Offer, an Investor is offered Notes by a person which is not an Authorised
Offeror, the Investor should check with such person whether anyone is responsible for this Prospectus for the
purpose of the relevant Non-exempt Offer and, if so, who that person is. If an Investor is in any doubt about
whether it can rely on this Prospectus and/or who is responsible for its contents, the Investor should take legal
advice.
Conditions to Consent

Each of the Issuer and the Guarantor consents to the use of this Prospectus in connection with any Non-
exempt Offer of Notes in any of the Non-exempt Offer Jurisdictions during the Offering Period (as defined in
"Sale and Offer of the Notes" below) by:
(i)
the Placement Agent; and
(ii)
any other financial intermediary appointed after the date of this Prospectus and whose name is
published on the Carraro Group's Website and identified as an Authorised Offeror in respect of the
Non-exempt Offer (together with the financial intermediary specified in (i) above, the "Authorised
Offerors").
Furthermore, the conditions to the Issuer and the Guarantor's consent are that such consent:
(i)
is only valid during the Offering Period (as defined in "Sale and Offering of the Notes - Offering
Period, Early Closure, Extension and Withdrawal"); and

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(ii)
only extends to the use of this Prospectus to make Non-exempt Offers in the Grand Duchy of
Luxembourg and the Republic of Italy.
Arrangements between an Investor and the Authorised Offeror who wil distribute the Notes
Neither the Issuer, the Guarantor nor, for the avoidance of doubt, the Placement Agent has any responsibility
for any of the actions of any Authorised Offeror, including compliance by an Authorised Offeror with
applicable conduct of business rules or other local regulatory requirements or other securities law
requirements in relation to such offer.
An Investor intending to acquire or acquiring any Notes from an Authorised Offeror will do so, and
offers and sales of the Notes to such Investor by an Authorised Offeror will be made, in accordance
with any terms and other arrangements in place between that Authorised Offeror and such Investor
including as to price, allocations and settlement arrangements (the "Terms and Conditions of the Non-
exempt Offer"). Neither the Issuer nor the Guarantor will be a party to any such arrangements with
such Investor and, accordingly, this Prospectus does not contain such information. The Terms and
Conditions of the Non-exempt Offer shall be provided to such Investor by that Authorised Offeror at
the time the offer is made. None of the Issuer, the Guarantor or, for the avoidance of doubt, the
Placement Agent or other Authorised Offerors has any responsibility or liability for such information.
IMPORTANT NOTICE TO EEA RETAIL INVESTORS The Notes are not intended to qualify as
packaged retail and insurance-based investment products ("PRIIPS") and, as such, no key information
document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") has been or will be
prepared by the Issuer.
MIFID II product governance / Retail investors target market, professional investors and ECPs target
market Solely for the purposes of each manufacturer's product approval process, the target market
assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible
counterparties, professional clients and retail clients, each as defined in Directive 2014/65/EU (as amended,
"MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional
clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the manufacturer's 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 manufacturer's target market assessment) and determining
appropriate distribution channels.
RESPONSIBILITY STATEMENT
Each of the Issuer and the Guarantor accepts responsibility for the information contained in this Prospectus
and declares that, having taken 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.
Each of the Issuer and the Guarantor has confirmed to Equita SIM S.p.A. the "Placement Agent") that this
Prospectus contains or incorporates all information regarding the Issuer, the Guarantor and the Group as of
the date of this Prospectus (where "Group" or the "Carraro Group" means the Guarantor and its
consolidated subsidiaries) and the Notes which are (in the context of the issue of the Notes) material; such
information is true and accurate in all material respects and is not misleading in any material respect; any
opinions, predictions or intentions expressed in this Prospectus on the part of the Issuer, the Guarantor or the
Group are honestly held or made and are not misleading in any material respect; this Prospectus does not omit
to state any material fact necessary to make such information, opinions, predictions or intentions (in such

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context) not misleading in any material respect; and all proper enquiries have been made to ascertain and to
verify the foregoing.
To the fullest extent permitted by law, none of the Placement Agent, Lucid Trustee Services Ltd as trustee (the
"Trustee") or The Bank of New York Mellon as principal paying agent (the "Principal Paying Agent")
accepts any responsibility for the contents of this Prospectus or for any other statements made or purported to
be made by the Placement Agent or on its behalf or by the Trustee or on its behalf or by the Principal Paying
Agent or on its behalf in connection with the Issuer, the Guarantor or issue and offering of any Note. Each of
the Placement Agent, the Trustee and the Principal Paying Agent disclaims all and any liability whether
arising in tort or contract or otherwise which it might otherwise have in respect of this Prospectus or any such
statement.
IMPORTANT INFORMATION
The offer, sale and delivery of the Notes and the distribution of this Prospectus in certain jurisdictions are
restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer, the
Guarantor and the Placement Agent to inform themselves about and to observe any such restrictions. None of
the Issuer, the Guarantor, the Placement Agent or the Trustee represents that this Prospectus may be lawfully
distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other
requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the
Issuer, the Guarantor, the Placement Agent or the Trustee which is intended to permit a public offering of any
Notes or distribution of this Prospectus in any jurisdiction where action for that purpose is required.
Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Prospectus nor any
advertisement or other offering material may be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with any applicable laws and regulations and the Placement
Agent has represented that all offers and sales by them will be made on the same terms. In particular, the
Notes have not been, and will not be, registered under the Securities Act and are subject to United States tax
law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United
States or to U.S. persons.
For a further description of certain restrictions on offerings and sales of the Notes and distribution of this
Prospectus (or of any part thereof) see "Sale and Offer of the Notes - Selling Restrictions".
This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein
by reference (see "Information Incorporated by Reference"). This Prospectus should be read and construed on
the basis that such documents are incorporated in and form part of this Prospectus.
Investors should rely only on the information contained in this Prospectus. Neither the Issuer nor the
Guarantor have authorised anyone to provide investors with different information. Neither the initial
purchasers, nor the Issuer nor the Guarantor is making any offer of the Notes in any jurisdiction where the
offer is not permitted. You should not assume that the information contained in this Prospectus is accurate as
of any date other than the date on the cover of this Prospectus regardless of the time of delivery of this
Prospectus or of any sale of the Notes.
Neither the Issuer nor the Guarantor have authorised the making or provision of any representation or
information regarding the Issuer, the Guarantor or the Notes other than as contained in this Prospectus or as
approved for such purpose by the Issuer and the Guarantor. Any such representation or information should not
be relied upon as having been authorised by the Issuer, the Guarantor or the Placement Agent.

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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 herein concerning the Issuer, the
Guarantor and/or its Group is correct at any time subsequent to the date hereof or that any other information
supplied in connection with the offering of the Notes is correct as of any time subsequent to the date indicated
in the document containing the same or that there has been no adverse change, or any event reasonably likely
to involve any adverse change, in the condition (financial or otherwise) of the Issuer, the Guarantor and/or the
Group since the date of this Prospectus.
Neither this Prospectus nor any other information supplied in connection with the offering, sale or delivery of
any Note (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuer, the Guarantor or the Placement Agent that any recipient of this Prospectus or
any other information supplied in connection thereto should purchase any Note. Each investor contemplating
purchasing any Note should make its own independent investigation of the financial condition and affairs, and
its own appraisal of the creditworthiness, of the Issuer, the Guarantor and the Group. Neither this Prospectus
nor any other information supplied in connection with the issue of the Notes constitutes an offer or invitation
by or on behalf of the Issuer, the Guarantor or the Placement Agent to any Person to subscribe for or to
purchase any Notes.
This Prospectus does not constitute an offer of, or an invitation to 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) of the Issuer, the Guarantor and the Group (as defined below) and of the
rights attaching to the Notes.
The legally binding language of this Prospectus, according to Article 19 of the Prospectus Directive, is
English, however certain legislative references and technical terms have been cited in their original language
in order that the correct technical meaning may be ascribed to them under applicable law. For the purposes of
the offer of the Notes to the public in Italy a courtesy translation in Italian of the section entitled "Summary"
will be made available separately with this Prospectus.
In this Prospectus, unless otherwise specified, references to a "Member State" are references to a Member
State of the European Economic Area and 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 "US Dollar" are to the lawful currency of the United States of America, references to "Indian Rupee" are
to the lawful currency of the Republic of India, and references to "Chinese Renminbi" are to the lawful
currency of the People's Republic of China. References to "billions" are to thousands of millions.
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.
This Prospectus may only be used for the purpose for which it has been published.
This Prospectus does not constitute, and may not be used for the purpose of an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom
it is unlawful to make such an offer or solicitation.
Forward-looking statements
This Prospectus may contain forward-looking statements, including (without limitation) statements identified
by the use of terminology such as "anticipates", "believes", "estimates", "expects", "intends", "may", "plans",
"projects", "will", "would" or similar words. These statements are based on the Issuer's and the Guarantor's

iv

current expectations and projections about future events and involve substantial uncertainties. All statements,
other than statements of historical facts, contained herein regarding the Issuer's and the Guarantor's strategy,
goals, plans, future financial position, projected revenues and costs or prospects are forward-looking
statements. Forward-looking statements are subject to inherent risks and uncertainties, some of which cannot
be predicted or quantified. Future events or actual results could differ materially from those set forth in,
contemplated by or underlying forward-looking statements. Neither the Issuer nor the Guarantor undertake
any obligation to publicly update or revise any forward-looking statements.

Market share information and statistics
Information regarding markets, market size, market share, market position, growth rates and other industry
data pertaining to the Group's business contained in this Prospectus consists of estimates based on data
reports compiled by professional organisations and analysts, on data from other external sources, and on the
Issuer's and the Guarantor's knowledge of its reference 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 Issuer and the Guarantor to rely on internally developed
estimates. While the Issuer and the Guarantor have compiled, extracted and accurately reproduced market or
other industry data from external sources, including third parties or industry or general publications, neither
the Issuer, the Guarantor nor the Placement Agent have independently verified that data. As far as each of the
Issuer and the Guarantor are aware, no facts have been omitted which would render the reproduced
information inaccurate or misleading. Neither the Issuer nor the Guarantor can assure investors of the
accuracy and completeness of, or take any responsibility for, such data other than the responsibility for the
correct and accurate reproduction thereof.

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TABLE OF CONTENTS
Page
SUMMARY ....................................................................................................................................................... 1
RISK FACTORS ...............................................................................................................................................26
PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION ............................................54
INFORMATION INCORPORATED BY REFERENCE ..................................................................................57
OVERVIEW OF FINANCIAL INFORMATION .............................................................................................60
TERMS AND CONDITIONS OF THE NOTES ..............................................................................................69
SUMMARY OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM .....................................89
USE OF PROCEEDS ........................................................................................................................................91
INFORMATION ABOUT THE GROUP ..........................................................................................................92
TAXATION .....................................................................................................................................................122
SALE AND OFFER OF THE NOTES............................................................................................................134
GENERAL INFORMATION ..........................................................................................................................140
ANNEX 1 SEPTEMBER 2017 INTERIM UNAUDITED CONSOLIDATED FINANCIAL REPORT OF
THE GROUP ..........................................................................................................................................144
ANNEX 2 ISSUER AUDITED STATEMENT OF CASH FLOWS ...............................................................177
ANNEX 3 SEPTEMBER 2017 INTERIM UNAUDITED ISSUER FINANCIAL REPORT ........................205

SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These elements are numbered
in Sections A E (A.1 E.7).
This summary contains all the Elements required to be included in a summary for this type of security and
Issuer and Guarantor. Because some Elements are not required to be addressed, there may be gaps in the
numbering sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of security
and Issuer and Guarantor, it is possible that no relevant information can be given regarding the Element.
In this case a short description of the Element is included in the summary with the mention of "not
applicable".
Section A Introduction and warnings
Element Description
Disclosure requirement
of Element
A.1
Warnings
This summary should be read as an introduction to this prospectus (the
"Prospectus").
Any decision to invest in the fixed rate senior unsecured notes due 31 January 2025
(the "Notes") offered hereby by Carraro International S.E. (the "Issuer" and the
offering of the Notes, the "Offering") should be based on consideration of this
Prospectus as a whole by the Investor.
Where a claim relating to the information contained in this Prospectus is brought
before a court, the plaintiff Investor (as defined in E.3) might, under the national
legislation of its member state of the European Union ("Member State") to the
Agreement on the European Economic Area, have to bear the costs of translating this
Prospectus before the legal proceedings are initiated.
Civil liability attaches only to those persons who have tabled this summary including
any translation thereof, but only if this summary is misleading, inaccurate or
inconsistent when read together with the other parts of this Prospectus or it does not
provide, when read together with the other parts of this Prospectus, key information in
order to aid Investors (as defined in E.3) when considering whether to invest in the
Notes.
A.2
Consent to
The Issuer consents to the use of this Prospectus in connection with the Offering in
the use of
any Member State of the European Economic Area which has implemented Directive
this
2003/71/EC of the European Parliament and of the Council of 4 November 2003 (as
Prospectus
amended) (the "Prospectus Directive") during the Offering Period (as defined in E.3)
by:
(i) the Placement Agent (as defined in E.3); and
(ii) any other financial intermediary appointed after the date of this Prospectus and
whose name is published on the website of the Guarantor (as defined in B.5)
(https://www.carraro.com/en/) and identified as an authorised offeror in respect
of the offer of the Notes that are not made within an exemption from the
requirement to publish a prospectus under Article 3.2 of the Prospectus Directive
(the "Non-exempt Offer") (together with the financial intermediaries specified
in (i) above, the "Authorised Offerors" and each an "Authorised Offeror").
An Investor intending to acquire or acquiring any Notes from an Authorised
Offeror will do so, and offers and sales of the Notes to such Investor by an

1

Authorised Offeror will be made, in accordance with any terms and other
arrangements in place between that Authorised Offeror and such Investor
including as to price, allocations and settlement arrangements (the "Terms and
Conditions of the Non-exempt Offer"). The Issuer will not be a party to any such
arrangements with such Investor and, accordingly, this Prospectus does not
contain such information. The Terms and Conditions of the Non-exempt Offer
shall be provided to such Investor by that Authorised Offeror at the time the
offer is made. None of the Issuer or, for the avoidance of doubt, the Placement
Agent as defined in E.3) or other Authorised Offerors has any responsibility or
liability for such information.

Section B The Issuer and Guarantor
Element Description
Disclosure requirement
of Element
B.1
Legal and
Carraro International S.E. is the legal name and commercial name of the Issuer.
commercial
name
B.2
Domicile,
Carraro International S.E. is a European company (societas europaea) duly organised
legal form,
and validly existing under the laws of the European Union and the Grand Duchy of
legislation,
Luxembourg ("Luxembourg"), with its registered office at 15, Rue des Bains, L-
country of
1212 Luxembourg, Grand Duchy of Luxembourg and registered with the
incorporatio
Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés,
n
Luxembourg) under number B 68721. It was incorporated under the laws of
Luxembourg and it is registered under number B 68721 with the Luxembourg Trade
and Companies Register (Registre de Commerce et des Sociétés, Luxembourg).

B.4b
Known
The Issuer is affected by the same trends that affect the Guarantor (as defined in
trends
B.5). See B.19.B4b for an explanation of these trends.
affecting the
Issuer and
the
industries in
which it
operates
B.5
Description
The Issuer is a wholly owned subsidiary of Carraro S.p.A. (the "Guarantor").
of the Group
and the
See B.15 for a description of the activities of the Guarantor and its consolidated
Issuer's
subsidiaries (the "Group").
position
within the
Group
B.9
Profit
Not applicable. No profit forecasts or estimates are made.
forecast or
estimate
B.10
Nature of
Not applicable. The auditor has issued unqualified audit opinions on the non-

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any
consolidated financial statements of the Issuer for the years ended 31 December 2015
qualification and 2016 which were prepared in accordance with generally accepted accounting
s in the audit principles and in accordance with the laws and regulations in force in the Grand
report on
Duchy of Luxembourg and more specifically the law of December 19, 2002, as
historical
amended ("Lux GAAP").
financial
information
B.12
Selected
The following tables set out selected financial information relating to the Issuer. The
historical
information below has been extracted from the audited non-consolidated financial
key financial statements of the Issuer as of and for the years ended 31 December 2015 and 2016,
information
incorporated by reference in this Prospectus as well as from the unaudited interim
non-consolidated financial report as of and for the nine-month period ended 30
September 2017, which are contained in the section entitled "Annex 3 September
2017 Interim Unaudited Issuer Financial Report" of this Prospectus.
Summary Issuer
30 September
31 December
Income Statement

2017
2016

2016
2015

(unaudited)

(audited)

(amount in Euro)

Net turnover ................................
167,531
198,252
284,615
402,989

Variation in stock
of finished goods

in work in progress
--
--
--
--

Work performed

by the undertaking
for its own

purposes and

capitalised ................................

--
--
--
--
Other operating

income ................................

12,101
10,457
14,179
258,880

Raw materials and

consumables and
other external

expenses ................................

(728,557)
(2,716,752)
(3,445,011) (2,807,340)
Staff costs ................................

(189,011)
(161,586)
(226,636)
(248,795)
Value adjustments ................................

(9,363)
(9,268)
(12,552)
(12,518)
Other operating

expenses ................................

(60,575)
(123,088)
(291,053)
(262,412)
Income from

participating

interests ................................

11,329,758
4,941,562
4,941,562
1,515,850

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