Obligation Italgas Energia 1% ( XS2090807293 ) en EUR

Italgas Energia

100 % ▲

Italie

XS2090807293 ( en EUR )

1% par an ( paiement annuel )

11/12/2031 - Obligation échue

Prospectus brochure de l'obligation Italgas S.P.A XS2090807293 en EUR 1%, échue

100 000 EUR

500 000 000 EUR

Italgas S.p.A. est le principal opérateur de réseaux de distribution de gaz naturel en Italie, gérant un réseau de plus de 72 000 kilomètres et desservant plus de 7,8 millions de clients.

L'Obligation émise par Italgas Energia ( Italie ) , en EUR, avec le code ISIN XS2090807293, paye un coupon de 1% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 11/12/2031

BASE PROSPECTUS
Italgas S.p.A.
(incorporated with limited liability in the Republic of Italy)
5,000,000,000
Euro Medium Term Note Programme
Under this 5,000,000,000 Euro Medium Term Note Programme (the Programme), Italgas S.p.A. (the Issuer,
Italgas or the Company) may from time to time issue notes (the Notes) denominated in any currency agreed
between the Issuer and the relevant Dealer (as defined below).
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme
will not exceed 5,000,000,000 (or its equivalent in other currencies calculated as described in the Programme
Agreement described herein), subject to increase as described herein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "General De-
scription of the Programme " and any additional Dealer appointed under the Programme from time to time by
the Issuer (each a Dealer and together the Dealers), which appointment may be for a specific issue or on an
ongoing basis. References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Notes
being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such
Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these
risks see "Risk Factors".
This Base Prospectus is valid until 15 October 2020. The obligation to supplement this Base Prospectus in the
event of significant new factors, material mistakes or material inaccuracies does not apply when this Base
Prospectus is no longer valid.
This Base Prospectus has been approved as a base prospectus by the Commission de Surveillance du Secteur
Financier (the CSSF) in its capacity as competent authority under Regulation (EU) 2017/1129 (the Prospectus
Regulation). The CSSF only approves this Base Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be
considered as an endorsement of either the Issuer or the quality of the Notes that are the subject of this Base
Prospectus and investors should make their own assessment as to the suitability of investing in the Notes.
Further, by approving this Prospectus, the CSSF gives no undertaking as to the economic and financial sound-
ness of the transaction or the quality or solvency of the Issuer pursuant to Article 6(4) of Luxembourg Law of
16 July 2019 on Prospectuses for Securities (the "Prospectus Law").
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be
admitted to trading on the professional segment of the Luxembourg Stock Exchange's regulated market and to
be listed on the Official List of the Luxembourg Stock Exchange.
1

References in this Base Prospectus to Notes being listed (and all related references) shall mean that such Notes
have been admitted to trading on the professional segment of the Luxembourg Stock Exchange's regulated
market and have been admitted to the Official List of the Luxembourg Stock Exchange. The Luxembourg
Stock Exchange's regulated market is a regulated market for the purposes of Directive 2014/65/EU, as amended
(MiFID II).
The requirement to publish a prospectus under the Prospectus Regulation, only applies to Notes which are to
be admitted to trading on a regulated market in the European Economic Area (the EEA) and/or offered to the
public in the EEA other than in circumstances where an exemption is available under Article 1(4) of the Pro-
spectus Regulation.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price
of Notes and certain other information which is applicable to each Tranche (as defined under "Terms and
Conditions of the Notes") of Notes will be set out in a final terms document (the Final Terms) which, with
respect to Notes to be listed, will be filed with the CSSF. Copies of Final Terms in relation to Notes to be listed
on the Official List of the Luxembourg Stock Exchange will also be published on the website of the Luxem-
bourg Stock Exchange (www.bourse.lu).
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or
further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer
may also issue unlisted Notes and/or Notes not admitted to trading on any market.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
Securities Act) or any U.S. State securities laws and may not be offered or sold in the United States or to, or
for the account or the benefit of, U.S. persons as defined in Regulation S under the Securities Act unless an
exemption from the registration requirements of the Securities Act is available and in accordance with all
applicable securities laws of any state of the United States and any other jurisdiction.
The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and
Conditions of the Notes herein, in which event a supplement to the Base Prospectus, a new Base Prospectus
or a drawdown prospectus, in the case of listed Notes only, if appropriate, will be made available which will
describe the effect of the agreement reached in relation to such Notes.
The rating of certain Series of Notes to be issued under the Programme may be specified in the applicable
Final Terms. Whether or not each credit rating applied for in relation to relevant Series of Notes will be issued
by a credit rating agency established in the European Union and registered under Regulation (EC) No.
1060/2009 (as amended) (the CRA Regulation), and included in the list of credit rating agencies published by
the European Securities and Markets Authority (ESMA) on its website (at http://www.esma.eu-
ropa.eu/page/List-registered-and-certified-CRAs ) in accordance with the CRA Regulation, will be disclosed
in the Final Terms. 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. Please also refer to "Risks
related to the market generally" in the "Risk Factors" section of this Base Prospectus.
Amounts payable under the Notes may be calculated by reference, inter alia, to EURIBOR, which is provided
by the European Money Markets Institute, or to LIBOR, which is provided by ICE Benchmark Administration
Limited, as specified in the relevant Final Terms. As at the date of this Base Prospectus, the European Money
Markets Institute and ICE Benchmark Administration Limited appear on the register of administrators and
benchmarks established and maintained by ESMA pursuant to Article 36 of Regulation (EU) 2016/1011 (the
"Benchmarks Regulation")
Arrangers
BNP PARIBAS
UniCredit Bank
2

Dealers
Banca IMI
Barclays
BNP PARIBAS
Citigroup
Crédit Agricole CIB
Goldman Sachs International
ING
J.P. Morgan
Mediobanca
Morgan Stanley
Société Générale Corporate & Investment Banking
UniCredit Bank
The date of this Base Prospectus is 16 October 2019.
3

IMPORTANT INFORMATION
This Base Prospectus comprises a base prospectus in respect of all Notes issued under the Programme
for the purposes of Article 8 of the Prospectus Regulation.
The Issuer accepts responsibility for the information contained in this Base Prospectus and the Final
Terms for each Tranche of Notes issued under the Programme. To the best of the knowledge of the
Issuer 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.
Copies of Final Terms will be available from the registered office of the Issuer and the specified office
set out below of each of the Paying Agents (as defined below).
This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorpo-
rated herein by reference (see "Documents Incorporated by Reference"). This Base Prospectus shall be
read and construed on the basis that such documents are incorporated by reference and form part of
this Base Prospectus.
Other than in relation to the documents which are deemed to be incorporated by reference (see "Docu-
ments Incorporated by Reference"), the information on the websites to which this Base Prospectus refers
does not form part of this Base Prospectus and has not been scrutinised or approved by the CSSF.
The Dealers have not independently verified the information contained herein. Accordingly, no repre-
sentation, warranty or undertaking, express or implied, is made and no responsibility or liability is ac-
cepted by the Dealers as to the accuracy or completeness of the information contained or incorporated
by reference in this Base Prospectus or any other information provided by the Issuer in connection with
the Programme. No Dealer accepts any liability in relation to the information contained or incorporated
by reference in this Base Prospectus or any other information provided by the Issuer in connection with
the Programme.
This Base Prospectus contains industry and customer-related data as well as calculations taken from
industry reports, market research reports, publicly available information and commercial publications.
It is hereby confirmed that (a) to the extent that information reproduced herein derives from a third
party, such information has been accurately reproduced and (b) insofar as the Issuer is aware and is
able to ascertain from information derived from a third party, no facts have been omitted which would
render the information reproduced inaccurate or misleading.
No person is or has been authorised by the Issuer or any Dealer to give any information or to make any
representation not contained in or not consistent with this Base Prospectus or any other information
supplied in connection with the Programme or the Notes and, if given or made, such information or
representation must not be relied upon as having been authorised by the Issuer or any of the Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or
any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered
as a recommendation by the Issuer or any of the Dealers that any recipient of this Base Prospectus or
any other information supplied in connection with the Programme or any Notes should purchase any
Notes. Each investor contemplating purchasing any Notes should make its own independent investiga-
tion of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or
the issue of any Notes constitutes an offer or invitation by or on behalf of the Issuer or any of the Dealers
to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuer is correct at any time
4

subsequent to the date hereof or that any other information supplied in connection with the Programme
is correct as of any time subsequent to the date indicated in the document containing the same. The
Dealers expressly do not undertake to review the financial condition or affairs of the Issuer during the
life of the Programme or to advise any investor in Notes issued under the Programme of any information
coming to their attention.
The Notes have not been and will not be registered under the Securities Act and are subject to U.S. tax
law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the
United States or to, or for the account or benefit of, U.S. persons (see "Subscription and Sale").
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes
in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such juris-
diction. The distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law
in certain jurisdictions. The Issuer and the Dealers do not represent that this Base Prospectus may be
lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable reg-
istration or other requirements in any such jurisdiction, or pursuant to an exemption available there-
under, or assume any responsibility for facilitating any such distribution or offering. In particular, no
action has been taken by the Issuer or the Dealers which is intended to permit a public offering of any
Notes or distribution of this Base Prospectus in any jurisdiction where action for that purpose is re-
quired. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Base Pro-
spectus nor any advertisement or other offering material may be distributed or published in any juris-
diction, except under circumstances that will result in compliance with any applicable laws and regula-
tions. Persons into whose possession this Base Prospectus or any Notes may come must inform them-
selves about, and observe, any such restrictions on the distribution of this Base Prospectus and the of-
fering and sale of Notes. In particular, there are restrictions on the distribution of this Base Prospectus
and the offer or sale of Notes in the United States, the EEA (including the United Kingdom, the Republic
of Italy (Italy) and France), Japan and Singapore, see "Subscription and Sale".
This Base Prospectus has been prepared on the basis that any offer of Notes in any Member State of the
EEA (each an EU Member State) will be made pursuant to an exemption under the Prospectus Regula-
tion, from the requirement to publish a prospectus for offers of Notes. Accordingly any person making
or intending to make an offer in a Member State of Notes which are the subject of an offering contem-
plated in this Base Prospectus as completed by Final Terms in relation to the offer of those Notes may
only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a pro-
spectus pursuant to Article 1(4) of the Prospectus Regulation or supplement a prospectus pursuant to
Article 23 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Issuer nor
any Dealer have authorised, nor do they authorise, the making of any offer of Notes in circumstances in
which an obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such
offer.
Important EEA Retail Investors If the Final Terms in respect of any Notes includes a legend entitled
"Prohibition of Sales to EEA Retail Investors", the Notes are not intended to be offered, sold or other-
wise made available to and, with effect from such date, should not be offered, sold or otherwise made
available to any retail investor in the EEA. For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer
within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in
the Prospectus Regulation. 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 mak-
ing them available to retail investors in the EEA has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPS Regulation.
5

All references in this document to Euro and refer to the currency introduced at the start of the third
stage of European economic and monetary union pursuant to the Treaty on the functioning of the Eu-
ropean Union, as amended and all references to U.S. dollars, U.S.$ and $ refer to United States dollars.
MIFID II Product Governance / Target Market The Final Terms in respect of any Notes may include
a legend entitled "MIFID II product governance / Professional investors and ECPs only target market"
which will outline the target market assessment in respect of the Notes and which channels for distribu-
tion of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes
(a "distributor") should take into consideration the target market assessment; however, a distributor
subject to MiFID II is responsible for undertaking its own target market assessment in respect of the
Notes (by either adopting or refining the target market assessment) and determining appropriate dis-
tribution channels. A determination will be made in relation to each issue about whether, for the purpose
of the product governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Govern-
ance Rules"), any Dealer subscribing for a Tranche of Notes is a manufacturer in respect of such Notes,
but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a man-
ufacturer for the purpose of the MIFID Product Governance Rules.
PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B(1)(c) OF THE SECURITIES AND
FUTURES ACT (CHAPTER 289) OF SINGAPORE
With respect to each issuance of Notes, the Issuer may make a determination about the classification of
such Notes (or beneficial interests therein) for purposes of Section 309B(1)(a) of the Securities and Fu-
tures Act (Chapter 289) of Singapore (as amended, the "SFA"). The Final Terms in respect of any Notes
may include a legend titled "Notification under Section 309B(1)(c) of the Securities and Futures Act
(Chapter 289) of Singapore" that will state the product classification of the applicable Notes (and, if
applicable, beneficial interests therein) pursuant to Section 309B(1) of the SFA; however, unless other-
wise stated in the applicable Final Terms, all Notes (or beneficial interests therein) shall be "prescribed
capital markets products" (as defined in the Securities and Futures (Capital Markets Products) Regu-
lations 2018 of Singapore) and Excluded Investment Products (as defined in the Monetary Authority of
Singapore (the "MAS") Notice SFA 04-N12: Notice on the Sale of Investment Products and the MAS
Notice FAA-N16: Notice on Recommendations on Investment Products). This notification or any such
legend included in the relevant Final Terms will constitute notice to "relevant persons" for purposes of
Section 309B(1)(c) of the SFA.
SUITABILITY OF INVESTMENT
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must
determine the suitability of that investment in light of its own circumstances. In particular, each poten-
tial investor may wish to consider, either on its own or with the help of its financial and other profes-
sional advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the mer-
its and risks of investing in the Notes and the information contained or incorporated by reference
in this Base Prospectus or any applicable supplement;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on
its overall investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including Notes with principal or interest payable in one or more currencies, or where
the currency for principal or interest payments is different from the potential investor's cur-
rency;
6

(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of any relevant
indices and financial markets; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that may affect
its investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of certain
investors are subject to investment laws and regulations, or review or regulation by certain authorities.
Each potential investor should consult its legal advisers to determine whether and to what extent (1)
Notes are legal investments for it, (2) Notes can be used as collateral for various types of borrowing and
(3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult
their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes under
any applicable risk-based capital or similar rules.
7

TABLE OF CONTENTS
Page
General Description of the Programme .............................................................................................................. 9
Risk Factors ...................................................................................................................................................... 15
Documents Incorporated by Reference ............................................................................................................ 38
Form of the Notes ............................................................................................................................................. 41
Form of Final Terms ......................................................................................................................................... 44
Terms and Conditions of the Notes .................................................................................................................. 61
Use of Proceeds .............................................................................................................................................. 101
Description of the Issuer ................................................................................................................................. 102
Glossary of Terms and Legislation Relating to the Issuer .............................................................................. 140
Regulatory and Legislative Framework ......................................................................................................... 143
Taxation .......................................................................................................................................................... 157
Subscription and Sale ..................................................................................................................................... 167
General Information ....................................................................................................................................... 172
Annex 1 - Further Information Related To Inflation Linked Notes ............................................................... 175
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabi-
lisation Manager(s) (or persons acting on behalf of any Stabilisation 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 neces-
sarily 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 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 relevant Stabilisation Manager(s) (or persons acting on behalf
of any Stabilisation Manager(s)) in accordance with all applicable laws and rules.
8

GENERAL DESCRIPTION OF THE PROGRAMME
The following general description of the Programme does not purport to be complete and is taken from, and
is qualified in its entirety by, the remainder of this Base Prospectus and, in relation to the terms and condi-
tions of any particular Tranche of Notes, the applicable Final Terms. The Issuer and any relevant Dealer
may agree that Notes shall be issued in a form other than that contemplated in the Terms and Conditions,
in which event, a new Base Prospectus, a drawdown prospectus or a supplement to the Base Prospectus, if
appropriate, in the case of listed Notes only, will be made available which will describe the effect of the
agreement reached in relation to such Notes.
This description constitutes a general description of the Programme for the purposes of Article 25 of the Com-
mission Delegated Regulation (EU) 2019/980 (the Delegated Regulation).
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" shall have the
same meanings in this description.
Issuer:
Italgas S.p.A.
Legal Entity Identifier (LEI) of the Issuer:
815600F25FF44EF1FA76
Website of the Issuer:
https://www.italgas.it/en/investors/emtn-programme/
Risk Factors:
There are certain factors that may affect the Issuer's abil-
ity to fulfil its obligations under Notes issued under the
Programme. These are set out under "Risk Factors" and
include, among others, risks relating to the effect of
changes in tariff levels and risks of changes in regulation
and legislation. In addition, there are certain factors
which are material for the purpose of assessing the mar-
ket risks associated with Notes issued under the Pro-
gramme. These are set out under "Risk Factors" and in-
clude certain risks relating to the structure of particular
Series of Notes and certain market risks.
Description:
Euro Medium Term Note Programme
Arrangers:
BNP Paribas
UniCredit Bank AG
Dealers:
Banca IMI S.p.A.
Barclays Bank Ireland PLC
Barclays Bank PLC
BNP Paribas
Citigroup Global Markets Europe AG
Citigroup Global Markets Limited
Crédit Agricole Corporate and Investment Bank
Goldman Sachs International
ING Bank N.V.
J.P. Morgan Securities plc
Mediobanca Banca di Credito Finanziario S.p.A.
9

Morgan Stanley & Co. International plc
Société Générale
UniCredit Bank AG
and any other Dealers appointed in accordance with the
Programme Agreement.
Certain Restrictions:
Each issue of Notes denominated in a currency in respect
of which particular laws, guidelines, regulations, re-
strictions or reporting requirements apply will only be is-
sued in circumstances which comply with such laws,
guidelines, regulations, restrictions or reporting require-
ments from time to time (see "Subscription and Sale")
including the following restrictions applicable at the date
of this Base Prospectus.
Notes having a maturity of less than one year
Notes having a maturity of less than one year will, if the
proceeds of the issue are accepted in the United King-
dom, constitute deposits for the purposes of the prohibi-
tion on accepting deposits contained in section 19 of the
Financial Services and Markets Act 2000, as amended
(the FSMA) unless they are issued to a limited class of
professional investors and have a denomination of at
least £100,000 or its equivalent, see "Subscription and
Sale".
Issuing and Principal Paying Agent:
BNP Paribas Securities Services, Luxembourg Branch
Programme Size:
Up to 5,000,000,000 (or its equivalent in other curren-
cies calculated as described in the Programme Agree-
ment) outstanding at any time. The Issuer may increase
the amount of the Programme in accordance with the
terms of the Programme Agreement.
Distribution:
Notes may be distributed by way of private or public
placement and in each case on a syndicated or non-syn-
dicated basis.
Currencies:
Subject to any applicable legal or regulatory restrictions,
notes may be denominated in any currency agreed be-
tween the Issuer and the relevant Dealer as specified in
the applicable Final Terms.
Maturities:
The Notes will have such maturities as may be agreed
between the Issuer and the relevant Dealer, subject to
such minimum or maximum maturities as may be al-
lowed or required from time to time by the relevant cen-
tral bank (or equivalent body) or any laws or regulations
applicable to the Issuer or the relevant Specified Cur-
rency.
10