Obligation Infrastrutture Wireless Italiane 1.875% ( XS2200215213 ) en EUR

Infrastrutture Wireless Italiane

100 % ▲

Italie

XS2200215213 ( en EUR )

1.875% par an ( paiement annuel )

08/07/2026 - Obligation échue

Prospectus brochure de l'obligation Infrastrutt. Wireless Italiane XS2200215213 en EUR 1.875%, échue

Infrastrutture Wireless Italiane (IWI) est un opérateur italien de réseaux sans fil, fournissant des services d'accès Internet haut débit et des solutions de connectivité à des clients résidentiels et entreprises.

L'Obligation émise par Infrastrutture Wireless Italiane ( Italie ) , en EUR, avec le code ISIN XS2200215213, paye un coupon de 1.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 08/07/2026

BASE PROSPECTUS

Infrastrutture Wireless Italiane S.p.A.
(incorporated with lim ited liability in the Republic of Italy)
3,000,000,000
Euro Medium Term Note Programme

Under this 3,000,000,000 Euro Medium Term Note Programme (the Programme), Infrastrutture Wireles s
Italiane S.p.A. (the Issuer or INWIT) 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 Pr ogr amme
will not exceed 3,000,000,000 (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 "Ov erv iew of
the Programme" and any additional Dealer appointed under the Programme from time to time by the Is s uer
(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 t hese
risks see "Risk Factors".
This Base Prospectus has been approved as a base prospectus by the Commission de Surveillance du Secteu r
Financier (the CSSF), 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. Approval by the CSSF should not
be considered as an endorsement of the Issuer or of the quality of the Notes. Investors should make their
own assessment as to the suitability of investing in the Notes.
The CSSF assumes no responsibility for the economic and financial soundness of the transactions
contemplated by this Base Prospectus or the quality or solvency of the Issuer. Application has been made to
the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the
Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg
Stock Exchange.
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 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 the Markets in Financial Instruments Directive
(Directive 2014/65/EU).
This Base Prospectus (as supplemented as at the relevant time, if applicable ) is valid unt il 25 June
2021, which corresponds to a period of 12 months from its date, in relation to Note s which are t o be
admitted to trading on a regulated market in the European Economic Area (the EEA) . For these
purposes, from the date of this Base Prospectus and until 31 December 2020, references(s) to t he EEA
include(s) the United Kingdom. The obligation to supplement this Base Prospectus in t he e vent of a
0010155-0002982 EUO2: 1550270536.35
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4123-9558-0452.17

significant new factor, material mistake or material inaccuracy does not apply when this Base
Prospectus is no longer valid.
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 wil be set out in a final terms document (the Final Terms) which
will be filed with the CSSF.
Copies of Final Terms in relation to Notes to be listed on the Luxembourg Stock Exchange will be publis hed
on the website of the Luxembourg Stock Exchange (www.bourse.lu).
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on s uc h 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 the securities laws of any state or other jurisdiction of the United States and may not be
offered or sold 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) except in certain transactions exempt from or not subject to, the
registration requirements of the Securities Act and in accordance with all applicable securities laws of any
state of the United States and any other jurisdiction.
The Issuer has been rated BB+ by S&P Global Ratings Europe Limited (S&P) and BBB- by Fitch Ratings
Limited (Fitch). S&P is established in the European Union while Fitch is established in the United Kingdom
and are registered under the Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As s uc h,
each of S&P and Fitch is included in the list of credit rating agenc ies published by the European Securities
and Markets Authority (ESMA) on its website (at http://www.esma.europa.eu/page/List-registered-and-
certified-CRAs) in accordance with the CRA Regulation. Notes issued under the Programme may be rated or
unrated. Where a Tranche of Notes is rated, such rating will be disclosed in the Final Terms. A security
rating is not a recommendation to buy, sell or hold securities and may be subjec t to suspension, reduction or
withdrawal at any time by the assigning rating agency.
Amounts payable on Floating Rate Notes will be calculated by reference to one of LIBOR, which is provided
by ICE Benchmark Administration Limited, or EURIBOR, which is provided by the European Money
Markets Institute, as specified in the relevant Final Terms. As at the date of this Base Prospectus, ICE
Benchmark Administration Limited and the European Money Markets Institute appear on the register of
administrators and benchmarks established and maintained by ESMA pursuant to Article 36 of the
Regulation (EU) No. 2016/1011 (the Benchmarks Regulation).

Arrangers
BNP PARIBAS
Mediobanca Banca di Credito Finanziario
S.p.A.

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Dealers
Banca Akros S.p.A. Gruppo Banco BPM
Banca IMI
BBVA
BNP PARIBAS
BofA Securities
Crédit Agricole CIB
HSBC
Mediobanca Banca di Credito Finanziario S.p.A.
Merril Lynch International
SMBC Nikko
UniCredit Bank

The date of this Base Prospectus is 25 June 2020.

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IMPORTANT INFORMATION
This Base Prospectus comprises a base prospectus in respect of all Notes issued under the Program m e
for the purposes of Article 8 of the Prospectus Regulation. When used in this Base Prospectus,
Prospectus Regulation means Regulation (EU) 2017/1129.
The Issuer accepts responsibility for the information contained in this Base Prospectus and t he Final
Terms for each Tranche of Notes issued under the Programme. To the best of the knowle dge of t he
Issuer (having taken all reasonable care to ensure that such is the case) the information cont ained in
this Base Prospectus is in accordance with the facts and does not omit anyt hing likely t o af fe ct t he
import of such information.
This Base Prospectus is to be read in conjunction with all documents which are deemed to be
incorporated in it by reference (see "Documents Incorporated by Reference"). This Base Prospectus
shall be read and construed on the basis that those documents are incorporated and form part o f t his
Base Prospectus.
Other than in relation to the documents which are deemed to be incorporated by reference (see
"Documents 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 approve d
by the CSSF.
The Dealers have not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liabilit y
is accepted by the Dealers as to the accuracy or completeness of the information contained or
incorporated in this Base Prospectus or any other information provided by the Iss uer in connect ion
with the Programme.
No person is or has been authorised by the Issuer to give any information or to make any
representation not contained in or not consistent with this Base Prospectus or any other inform ation
supplied in connection with the Programme or the Notes and, if given or made, such inform ation 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 (a) is intended to provide the basis of any credit or other evaluation or (b) should be
considered as a recommendation by the Issuer or any of the Dealers that any recipie nt of t his Bas e
Prospectus or any other information supplied in connection with the Programme or any Notes s hould
purchase any Notes. Each investor contemplating purchasing any Notes should make its own
independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer. Neither this Base Prospectus nor any other inform ation supplie d in
connection with the Programme or the issue of any Notes constitutes an offer or invitat ion 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 in it concerning the Issuer is correct at any t im e
subsequent to its date or that any other information supplied in connection wit h t he Program m e is
correct as of any time subsequent to the date indicated in the document cont aining t he s ame. 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.
IMPORTANT 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

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investor in the European Economic Area (EEA) or in the United Kingdom (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 (the Insurance Distribution Directive), 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 Regulation (EU) 2017/1129 (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 making them available to retail investors in the EEA or in 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 in the UK may be unlawful under the PRIIPs Regulation.
MiFID II product governance / target market The Final Terms in respect of any Notes will inc lude 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 target mar ket
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own tar get mar ket
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 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
Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the pur pose of the
MIFID Product Governance Rules.
IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS AND
OFFERS OF NOTES GENERALLY
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 jurisdiction.
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 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 or the Dealers which is intended to permit a public offering of any Notes or distribution of this Bas e
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 Base 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. Persons into whos e possession this Base
Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions on the
distribution of this Base Prospectus and the offering 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 EEA (including, for these
purposes, the United Kingdom, Italy, France and Belgium), Japan and the United States, see "Subscription
and Sale".
This Base Prospectus has been prepared on the basis that any offer of Notes in any Member State of the
European Economic Area (each, a Member State) will be made pursuant to an exemption under the
Prospectus Regulation from the requirement to publish a prospectus for offers of Notes. Accordingly any
person making or intending to make an offer in that Member State of Notes which are the subject of an
offering contemplated in this Base Prospectus as completed by Final Terms in relation to the of f er of thos e
Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a
prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Artic le

5

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.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Presentation of Financial Information
Unless otherwise indicated, the financial information in this Base Prospectus relating to the Issuer has been
derived from (i) the audited financial statements of the Issuer for the financial years ended 31 December
2018 and 31 December 2019 (together, the Financial Statements); (ii) the pro-forma separate income
statement for the year ended 31 December 2019 and related explanatory notes of the Issuer (the Pro Form a
Income Statement); and (iii) the unaudited interim management report at 31 March 2020 of the Iss uer ( the
2020 Interim Report).
The Issuer's financial year ends on 31 December, and references in this Base Prospectus to any specific year
are to the 12-month period ended on 31 December of such year. The Financial Statements, the Pro Forma
Income Statement and the 2020 Interim Report have been prepared in accordance with International
Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board.
Certain Defined Terms and Conventions
Capitalised terms which are used but not defined in any particular section of this Base Prospectus will have
the meaning attributed to them in "Terms and Conditions of the Notes" or any other section of this Base
Prospectus. In addition, the following terms as used in this Base Prospectus have the meanings defined
below:
In this Base Prospectus, all references to:

U.S. dollars, U.S.$ and $ refer to United States dollars;

Sterling and £ refer to pounds sterling; and

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 European Union, as amended.
References to a billion are to a thousand million.
Certain figures and percentages included in this Base Prospectus have been subject to rounding adjustments ;
accordingly, figures shown in the same category presented in different tables may vary slightly and f igur es
shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.
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 potential
investor may wish to consider, either on its own or with the help of its financial and other professional
advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained or incorporated by reference in this
Base Prospectus or any applicable supplement;

6

(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 where the currency for principal or interest payments is different from the potential
investor's currency;
(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 affec t 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. Eac h
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.

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CONTENTS
Page
Overview of the Programme............................................................................................................. 9
Risk Factors................................................................................................................................. 15
Glossary of Terms relating to the Issuer ........................................................................................... 37
Documents Incorporated by Reference............................................................................................. 43
Form of the Notes ......................................................................................................................... 46
Applicable Final Terms ................................................................................................................. 48
Terms and Conditions of the Notes.................................................................................................. 61
Use of Proceeds............................................................................................................................ 95
Description of the Issuer ................................................................................................................ 96
Taxation.....................................................................................................................................124
Subscription and Sale ...................................................................................................................134
General Information.....................................................................................................................138

STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilisation 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 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 Not e s 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 a llotment 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.

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OVERVIEW OF THE PROGRAMME
The following overview 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 conditions 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 Overview constitutes a general description of the Programme for the purposes of Article 25(1) of
Commission Delegated Regulation (EU) No 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 Overview.
Issuer:
Infrastrutture Wireless Italiane S.p.A.
Issuer Legal Entity Identifier (LEI):
81560066183FE361C071
Risk Factors:
There are certain factors that may affect the Issuer's ability to
fulfil its obligations under Notes issued under the Programme.
In addition, there are certain factors which are material for the
purpose of assessing the market risks associated with Notes issued
under the Programme and risks relating to the structure of a
particular Series of Notes issued under the Programme. All of
these are set out under "Risk Factors".
Description:
Euro Medium Term Note Programme
Arrangers:
BNP Paribas
Mediobanca Banca di Credito Finanziario S.p.A.
Dealers:
Banca Akros S.p.A. Gruppo Banco BPM
Banca IMI S.p.A.
Banco Bilbao Vizcaya Argentaria S.A.
BNP Paribas
BofA Securities Europe SA
Crédit Agricole Corporate and Investment Bank
HSBC Bank plc
Mediobanca Banca di Credito Finanziario S.p.A.
Merril Lynch International
SMBC Nikko Capital Markets Europe GmbH

9

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, restrictions or reporting
requirements apply will only be issued in circumstances which
comply with such laws, guidelines, regulations, restrictions or
reporting requirements 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 Kingdom, constitute
deposits for the purposes of the prohibition on accepting depos its
contained in section 19 of the Financial Services and Markets Ac t
2000 (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:
Citibank Europe PLC
Programme Size:
Up to 3,000,000,000 (or its equivalent in other currencies
calculated as described in the Programme Agreement) 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-syndicated basis.
Currencies:
Subject to any applicable legal or regulatory restrictions, notes
may be denominated in any currency agreed between 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 allowed or required from time to
time by the relevant central bank (or equivalent body) or any law s
or regulations applicable to the Issuer or the relevant Specified
Currency.
Issue Price:
Notes may be issued on a fully-paid basis and at an issue price
which is at par or at a discount to, or premium over, par. The Issue
Price will be specified in the applicable Final Terms.
Form of Notes
The Notes wil be issued in bearer form as described in "Form of
the Notes".

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