Obligation Italgas Energia 0% ( XS2299001888 ) en EUR

Italgas Energia

100 % ▲

Italie

XS2299001888 ( en EUR )

16/02/2028 - Obligation échue

Prospectus brochure de l'obligation Italgas S.P.A XS2299001888 en EUR 0%, échue

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 XS2299001888, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 16/02/2028

BASE PROSPECTUS
Italgas S.p.A.
(incorporated with limited liability in the Republic of Italy)
6,500,000,000
Euro Medium Term Note Programme
Under this 6,500,000,000 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 Pro-
gramme will not exceed 6,500,000,000 (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
Description 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 20 October 2021. 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this Base Prospectus is no longer valid.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 stand-
ards 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 soundness 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 Ex-
change's regulated market and have been admitted to the Official List of the Luxembourg Stock Ex-
change. 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 Prospectus Regulation. For these purposes, from the date of this Base Prospectus and
until 31 December 2020, reference(s) to the EEA include(s) the United Kingdom.
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 pub-
lished 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 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 appli-
cable 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 or the United Kingdom
("UK") 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.europa.eu/page/List-registered-and-certified-CRAs) in ac-
cordance 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 with-
drawal 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 reg-
ister of administrators and benchmarks established and maintained by ESMA pursuant to Article 36 of
Regulation (EU) 2016/1011 (the Benchmarks Regulation).
2

Arrangers
BNP PARIBAS
UniCredit Bank
Dealers
Barclays
BNP PARIBAS
Citigroup
Crédit Agricole CIB
IMI Intesa Sanpaolo
ING
Goldman Sachs International
J.P. Morgan
Mediobanca
Morgan Stanley
Société Générale Corporate & Investment Banking
UniCredit Bank
The date of this Base Prospectus is 20 October 2020.
3

IMPORTANT INFORMATION
This Base Prospectus comprises a base prospectus in respect of all Notes issued under the Pro-
gramme 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
incorporated herein by reference (see "Documents Incorporated by Reference"). This Base Pro-
spectus shall be read and construed on the basis that such documents are incorporated by refer-
ence and form part of this 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 Pro-
spectus 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
representation, warranty or undertaking, express or implied, is made and no responsibility or
liability is accepted 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 infor-
mation 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 Pro-
gramme 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 recip-
ient 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 investigation of the financial condition and affairs, and its own
appraisal of the creditworthiness, of the Issuer. Neither this Base Prospectus nor any other infor-
mation 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.
4

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 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 deliv-
ered 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 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 com-
pliance with any applicable registration or other requirements in any such jurisdiction, or pur-
suant 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 Base 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 of-
fering 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 whose pos-
session 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 United States, the EEA (including the Republic of Italy (Italy) and France),
the UK, 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) or the UK will be made pursuant to an exemption under
the Prospectus Regulation, from the requirement to publish a prospectus for offers of Notes. Ac-
cordingly any person making or intending to make an offer in a EU Member State or the UK of
Notes which are the subject of an offering contemplated 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 prospectus 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 author-
ised, nor do they authorise, the making of any offer of Notes in circumstances in which an obliga-
tion arises for the Issuer or any Dealer to publish or supplement a prospectus for such offer.
Important EEA and UK Retail Investors If the Final Terms in respect of any Notes includes
a legend entitled "Prohibition of Sales to EEA and UK Retail Investors", the Notes are not in-
tended to be offered, sold or otherwise 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 or in the UK.
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of 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 Reg-
ulation. Consequently no key information document required by Regulation (EU) No 1286/2014
5

(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.
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 European 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 distribution 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 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 a Tranche of Notes is a manufacturer in respect of such Notes, but otherwise neither the Ar-
rangers nor the Dealers nor any of their respective affiliates will be a manufacturer for the pur-
pose 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 classifi-
cation of such Notes (or beneficial interests therein) for purposes of Section 309B(1)(a) of the Se-
curities and Futures 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 otherwise 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) Regulations 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 Recommen-
dations 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 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 incorpo-
rated 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 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 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 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 cer-
tain 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 deter-
mine 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 ................................................................................................. 41
Form of the Notes ................................................................................................................................. 45
Form of Final Terms ............................................................................................................................. 48
Terms and Conditions of the Notes ....................................................................................................... 67
Use of Proceeds................................................................................................................................... 110
Description of the Issuer ..................................................................................................................... 111
Glossary of Terms and Legislation Relating to the Issuer .................................................................. 155
Regulatory and Legislative Framework .............................................................................................. 158
Taxation .............................................................................................................................................. 170
Subscription and Sale .......................................................................................................................... 180
General Information ............................................................................................................................ 185
Annex 1 - Further Information Related To Inflation Linked Notes .................................................... 189
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 ap-
plicable Final Terms may over-allot Notes or effect transactions with a view to supporting the
market price of the Notes at a level higher than that which might otherwise prevail. However,
stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on
which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is
made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days
after the issue date of the 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 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 sup-
plement 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 Commission 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-pro-
gramme/
Risk Factors:
There are certain factors that may affect the Issuer's
ability to fulfil its obligations under Notes issued un-
der 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 market risks associated with
Notes issued under the Programme. These are set out
under "Risk Factors" and include certain risks relat-
ing 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:
Barclays Bank PLC
BNP Paribas
Citigroup Global Markets Limited
Crédit Agricole Corporate and Investment Bank
Goldman Sachs International
ING Bank N.V.
Intesa Sanpaolo S.p.A.
J.P. Morgan Securities plc
Mediobanca Banca di Credito Finanziario S.p.A.
Morgan Stanley & Co. International plc
Société Générale
UniCredit Bank AG
9

and any other Dealers appointed in accordance with
the Programme Agreement.
Certain Restrictions:
Each issue of Notes denominated in a currency in re-
spect of which particular laws, guidelines, regula-
tions, 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 re-
strictions applicable at the date of this Base Prospec-
tus.
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 deposits contained in sec-
tion 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 6,500,000,000 (or its equivalent in other cur-
rencies 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 re-
strictions, 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 al-
lowed or required from time to time by the relevant
central bank (or equivalent body) or any laws or reg-
ulations applicable to the Issuer or the relevant Spec-
ified Currency.
10