Obligation Nexia Spa 2.125% ( XS2332590475 ) en EUR

Nexia Spa

94 % ▼

Italie

XS2332590475 ( en EUR )

2.125% par an ( paiement semestriel )

29/04/2029

Prospectus brochure de l'obligation Nexi Spa XS2332590475 en EUR 2.125%, échéance 29/04/2029

30/10/2025 ( Dans 161 jours )

Nexi Spa est une société italienne de paiement numérique fournissant des services de traitement des transactions, d'émission de cartes et de solutions de paiement intégrées aux entreprises et aux consommateurs.

L'Obligation émise par Nexia Spa ( Italie ) , en EUR, avec le code ISIN XS2332590475, paye un coupon de 2.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/04/2029

OFFERING MEMORANDUM
NOT FOR GENERAL DISTRIBUTION

IN THE UNITED STATES

Nexi S.p.A.
2,100,000,000 Senior Notes, consisting of:
1,050,000,000 15/8% Senior Notes due 2026
1,050,000,000 21/8% Senior Notes due 2029
Nexi S.p.A., a società per azioni incorporated under the laws of the Republic of Italy (the "Issuer"), is offering (the "Offering") 1,050 million in aggregate
principal amount of its 15/8% Senior Notes due 2026 (the "2026 Notes") and 1,050 million in aggregate principal amount of its 21/8% Senior Notes due 2029 (the
"2029 Notes" and, together with the 2026 Notes, the "Notes") as part of the financing in the context of the proposed mergers of the Issuer with (i) Nets Topco 2
S.à r.l., a société à responsabilité limitée incorporated under the laws of Luxembourg, and its subsidiaries ("Nets"), with the Issuer being the surviving entity (the
"Nets Merger") and (ii) SIA S.p.A., a società per azioni incorporated under the laws of the Republic of Italy, and its subsidiaries ("SIA"), with the Issuer being
the surviving entity (the "SIA Merger" and together with the Nets Merger, the "Mergers"). The proceeds of the Notes will be used, together with the proceeds of
the 2028 Existing Senior Convertible Notes (as defined herein), to refinance the Existing Nets Indebtedness (as defined herein) upon completion of the Nets
Merger, to refinance the Existing SIA Indebtedness (as defined herein) upon completion of the SIA Merger, and to pay fees and expenses in connection therewith.
Although the Issuer intends to use the proceeds of the Notes in connection with the Mergers, the Issuer may elect as of the Release Date (as defined herein) to use
a portion of the proceeds from the Offering for any general corporate purpose (including to repay its existing indebtedness). See "Use of Proceeds."
The 2026 Notes will bear interest at a rate of 1.625% per annum and will mature on April 30, 2026. The Issuer will pay interest on the 2026 Notes semi-annually
in arrears on April 30 and October 30 of each year, commencing on October 29, 2021. The Issuer will be entitled at its option to redeem all or a portion of the
2026 Notes (i) at any time prior to January 30, 2026, at a redemption price equal to 100% of the principal amount thereof, plus the applicable "make whole"
premium as set forth in this offering memorandum and (ii) thereafter at a redemption price equal to 100% of the principal amount of the Notes, plus in each case
accrued and unpaid interest and additional amounts, if any, to the date of redemption.
The 2029 Notes will bear interest at a rate of 2.125% per annum and will mature on April 30, 2029. The Issuer will pay interest on the 2029 Notes semi-annually
in arrears on April 30 and October 30 of each year, commencing on October 29, 2021. The Issuer will be entitled at its option to redeem all or a portion of the
2029 Notes (i) at any time prior to January 30, 2029, at a redemption price equal to 100% of the principal amount thereof, plus the applicable "make whole"
premium as set forth in this offering memorandum and (ii) thereafter at a redemption price equal to 100% of the principal amount of the Notes, plus in each case
accrued and unpaid interest and additional amounts, if any, to the date of redemption.
Upon the occurrence of certain events constituting both a "change of control" and a "ratings event", the Issuer will be required to offer to repurchase the Notes at
101% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any. In the event of certain developments affecting taxation, the
Issuer may redeem the Notes in whole, but not in part, at any time, at a redemption price of 100% of their principal amount, plus accrued and unpaid interest and
additional amounts, if any.
The Notes will be senior unsecured obligations of the Issuer and will rank pari passu in right of payment with all of the Issuer's existing and future senior unsecured
obligations that are not subordinated in right of payment to the Notes, including obligations under the Facilities Agreements and the Existing Notes (as defined
herein). The Notes will rank senior in right of payment to all of the Issuer's future obligations that are expressly subordinated in right of payment to the Notes, if
any. The Notes will be effectively subordinated to any existing and future secured obligations of the Issuer and the subsidiaries of the Issuer to the extent of the
value of the property and assets securing such obligations, and will be structurally subordinated to all obligations of the Issuer's Subsidiaries that do not guarantee
the Notes, including guarantees of the Facilities Agreements by certain Subsidiaries of the Issuer and, following the Nets Merger Closing Date, the Nets Notes (as
defined herein). The Notes will not be guaranteed.
Concurrently with the issuance of the Notes on the Issue Date (as defined herein), the Initial Purchasers (as defined herein) will deposit the gross proceeds from
the Offering into a euro-denominated, segregated bank account in the name of the Issuer (the "Segregated Account"), pending consummation of the first to occur
of the Nets Merger or the SIA Merger. All of the proceeds may be released from the Segregated Account to the Issuer upon the earlier to occur of (i) the date that
is two business days before the expected occurrence of the Nets Merger Closing Date or (ii) the date that is two business days before the expected occurrence of
the SIA Merger Closing Date (the date on which the proceeds may be released from the Segregated Account being referred to as the "Release Date"). On the
Release Date, the Issuer may retain such proceeds for use in the other Merger and/or for general corporate purposes, including repayment of existing indebtedness
of the Issuer. See "Use of Proceeds" and "Capitalization." In the event that, in the reasonable judgment of the Issuer, neither Merger will be consummated on or
prior to July 14, 2022 (the "Longstop Date"), or upon the occurrence of certain other events described herein, the Issuer will be required to redeem all the Notes
(the "Special Mandatory Redemption") at a price equal to 100% of the issue price of the Notes, plus any accrued and unpaid interest and additional amounts, if
any, on the Notes to, but excluding, such redemption date. See "Description of the Notes--Deposit into Segregated Bank Account; Special Mandatory
Redemption."
There is currently no public market for the Notes. Application has been made to list the Notes on the official list of the Luxembourg Stock Exchange (the "Official
List") and to admit the Notes for trading on the Euro MTF market thereof. There is no assurance, however, that this application will be accepted.
Investing in the Notes involves a high degree of risk. See "Risk Factors" beginning on page 51.

Issue Price for the 2026 Notes: 100.000%
Issue Price for the 2029 Notes: 100.000%

Delivery of the Notes will be made in book entry form through a common depositary of Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, S.A.
("Clearstream") on or about April 29, 2021 (the "Issue Date"). See "Book Entry, Delivery and Form."
The Notes will be in registered form in minimum denominations of 100,000 and integral multiples of 1,000 above 100,000.
The Notes have not been, and will not be, registered under the U.S. federal securities laws or the securities laws of any other jurisdiction, 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 of
1933, as amended (the "Securities Act")) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act. The Notes may only be offered and sold to non-U.S. persons outside the United States in reliance on Regulation S ("Regulation S") under
the Securities Act. See "Notice to Investors" and "Transfer Restrictions" for additional information about eligible offerees and transfer restrictions.

Joint Global Coordinators and Physical Bookrunners for the 2026 Notes
BofA Securities
Credit Suisse
Goldman Sachs
IMI--Intesa Sanpaolo
International
Joint Bookrunners for the 2026 Notes
Banca Akros S.p.A.
Barclays
Citigroup
Deutsche Bank
Gruppo Banco BPM

Joint Global Coordinators and Physical Bookrunners for the 2029 Notes
BofA Securities
HSBC
J.P. Morgan
UniCredit Bank
Joint Bookrunners for the 2029 Notes
BNP PARIBAS
Mediobanca
Morgan Stanley

For purposes of listing of the Notes on the Official List of the Luxembourg Stock Exchange, the date of this offering memorandum is April 29, 2021
This offering memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectuses for securities dated July 16, 2019.

TABLE OF CONTENTS
SUMMARY ............................................................................................................................................ 1
SUMMARY CORPORATE AND FINANCING STRUCTURE ........................................................ 16
THE OFFERING .................................................................................................................................. 18
SUMMARY UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
INFORMATION AND OTHER DATA OF THE COMBINED GROUP .............................. 23
SUMMARY OF FINANCIAL INFORMATION AND OTHER DATA OF THE ISSUER ............... 30
SUMMARY OF FINANCIAL INFORMATION AND OTHER DATA OF NETS ........................... 36
SUMMARY OF FINANCIAL INFORMATION AND OTHER DATA OF SIA ............................... 44
RISK FACTORS .................................................................................................................................. 51
THE TRANSACTIONS ..................................................................................................................... 111
USE OF PROCEEDS ......................................................................................................................... 114
CAPITALIZATION ........................................................................................................................... 115
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION .......................... 118
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF THE ISSUER ................................................................. 141
NETS' MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS ............................................................. 163
SIA's MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS ..................................................................................... 180
INDUSTRY ........................................................................................................................................ 195
ISSUER'S BUSINESS ....................................................................................................................... 206
NETS' BUSINESS ............................................................................................................................. 247
SIA'S BUSINESS ............................................................................................................................... 262
REGULATION ................................................................................................................................... 278
MANAGEMENT ................................................................................................................................ 300
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ................................. 306
PRINCIPAL SHAREHOLDERS ....................................................................................................... 307
DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS ................................................. 309
DESCRIPTION OF THE NOTES ...................................................................................................... 340
BOOK ENTRY, DELIVERY AND FORM ....................................................................................... 385
CERTAIN TAX CONSEQUENCES.................................................................................................. 391
CERTAIN INSOLVENCY LAW AND OTHER CONSIDERATIONS ........................................... 402
TRANSFER RESTRICTIONS ........................................................................................................... 420
PLAN OF DISTRIBUTION ............................................................................................................... 423
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES .................................. 426
LEGAL MATTERS ............................................................................................................................ 428
INDEPENDENT AUDITORS ............................................................................................................ 429
WHERE YOU CAN FIND OTHER INFORMATION ...................................................................... 430
LISTING AND GENERAL INFORMATION ................................................................................... 431
INDEX TO THE FINANCIAL STATEMENTS ................................................................................ F-1

In making an investment decision, you should rely only on the information contained in this offering
memorandum. Neither the Issuer nor any of the Initial Purchasers (as defined below) have authorized
anyone to provide you with information that is different from the information contained herein. If given,
any such information should not be relied upon. Neither the Issuer nor any of the Initial Purchasers is
making an offer of the Notes in any jurisdiction where this Offering is not permitted. You should not
assume that the information contained in this offering memorandum is accurate as of any date other
than the date on the front cover of this offering memorandum.

IMPORTANT INFORMATION ABOUT THIS OFFERING MEMORANDUM
This offering memorandum has been prepared by the Issuer solely for use in connection with the
proposed offering of the Notes as described herein and should be used solely for the purposes for which
it has been produced. This offering memorandum is personal to each offeree and does not constitute an
offer to any other person or to the public generally to subscribe for or otherwise acquire the Notes. Each
prospective investor, by accepting delivery of this offering memorandum, agrees to the foregoing and
agrees to not make copies of this offering memorandum or any documents referred to in this offering
memorandum.
The Issuer, having made all reasonable enquiries, confirms that, to the best of its knowledge,
information and belief (having taken all reasonable care to ensure that such is the case), this offering
memorandum contains all information that is material in the context of the issuance and offering of the
Notes, that the information contained in this offering memorandum is true and accurate in all material
respects and is not misleading in any material respect and that there are no other facts the omission of
which would make this offering memorandum or any such information misleading in any material
respect. The information contained in this offering memorandum is correct as of the date hereof. Neither
the delivery of this offering memorandum nor any sale made under it shall, under any circumstances,
create any implication that there has been no change in the affairs of the Issuer, Nets and SIA since the
date of this offering memorandum or that the information contained in this offering memorandum is
correct as of any time subsequent to that date. The Issuer accordingly accepts responsibility for the
information contained in this offering memorandum and for the inclusion of its consolidated financial
statements in this offering memorandum.
None of the Initial Purchasers (as defined herein) nor any employee of the Initial Purchasers has
authorized the contents or circulation of this offering memorandum and does not assume any
responsibility for, and will not accept any liability for, any loss suffered as a result of, arising out of, or
in connection with this document or any of the information or opinions contained in it.
In accordance with normal and accepted market practice, none of the Trustee, the Paying Agent, the
Registrar, or the Transfer Agent (each as defined herein) is responsible for the contents of this offering
memorandum or expresses any opinion as to the merits of the Notes under this offering memorandum.
By purchasing the Notes, you will be deemed to have acknowledged that:
·
you have reviewed this offering memorandum; and
·
you have had an opportunity to request, and have received, any additional information that you
need from us.
You should base your decision to invest in the Notes solely on information contained in this offering
memorandum. No dealer, salesperson or other person has been authorized to give any information or to
make any representation not contained in this offering memorandum and, if given or made, any such
information or representation must not be relied upon as having been authorized by the Issuer or any of
its affiliates, or the Initial Purchasers. This offering memorandum does not constitute an offer of any
securities other than those to which it relates or an offer to sell, or a solicitation of an offer to buy, to
any person in any jurisdiction where such an offer or solicitation would be unlawful.
By receiving this offering memorandum, investors acknowledge that they have had an opportunity to
request for review, and have received, all additional information they deem necessary to verify the
accuracy and completeness of the information contained in this offering memorandum. Investors also
acknowledge that they have not relied on the Initial Purchasers in connection with their investigation of
the accuracy of this information or their decision whether to invest in the Notes. The contents of this
offering memorandum is not to be considered legal, business, financial, investment, tax or other advice.
Prospective investors should consult their own counsel, accountants and other advisors as to legal,
business, financial, investment, tax and other aspects of a purchase of the Notes. In making an
ii

investment decision, investors must rely on their own examination of the Issuer and the Group, the
terms of the Offering and the merits and risks involved.
The information set forth in those sections of this offering memorandum describing clearing and
settlement is subject to any change or reinterpretation of the rules, regulations and procedures of
Euroclear and Clearstream currently in effect. Investors wishing to use these clearing systems are
advised to confirm the continued applicability of their rules, regulations and procedures. The Issuer,
Trustee, the Paying Agent, the Registrar, or the Transfer Agent will not have any responsibility or
liability for any aspect of the records relating to, or payments made on account of, book entry interests
held through the facilities of any clearing system or for maintaining, supervising or reviewing any
records relating to such book entry interests.
This Offering is being made outside the United States to non-U.S. persons in reliance upon exemptions
from registration under the Securities Act for an offer and sale of securities that does not involve a
public offering. The Notes have not been registered with, recommended by or approved by the U.S.
Securities and Exchange Commission or any other U.S. federal, state or foreign securities commission
or regulatory authority, nor has any such commission or regulatory authority reviewed or passed upon
the accuracy or adequacy of this offering memorandum. Any representation to the contrary is a criminal
offense.
The Initial Purchasers reserve the right to withdraw this Offering at any time and to reject any
commitment to subscribe for the Notes, in whole or in part. The Initial Purchasers also reserve the right
to allot less than the full amount of Notes sought by investors. The Initial Purchasers and certain related
entities may acquire a portion of the Notes for their own account.
The laws of certain jurisdictions may restrict the distribution of this offering memorandum and the offer
and sale of the Notes. Persons into whose possession this offering memorandum or any of the Notes
come must inform themselves about, and observe any such restrictions. None of the Issuer, the Initial
Purchasers, the Trustee, the Paying Agent, the Registrar, or the Transfer Agent or their respective
representatives are making any representation to any offeree or any purchaser of the Notes regarding
the legality of any investment in the Notes by such offeree or purchaser under applicable investment or
similar laws or regulations. For a further description of certain restrictions on the Offering and sale of
the Notes and the distribution of the offering memorandum, see "Plan of Distribution," "Notice to
Investors" and "Transfer Restrictions."
To purchase the Notes, investors must comply with all applicable laws and regulations in force in any
jurisdiction in which investors purchase, offer or sell the Notes or possess or distribute this offering
memorandum. Investors must also obtain any consent, approval or permission required by such
jurisdiction for investors to purchase, offer or sell any of the Notes under the laws and regulations in
force in any jurisdiction to which investors are subject. None of the Issuer, the Initial Purchasers, the
Trustee, the Paying Agent, the Registrar, or the Transfer Agent or their respective affiliates will have
any responsibility therefor.
No action has been taken by the Initial Purchasers, the Issuer or any other person that would permit an
Offering or the circulation or distribution of this offering memorandum or any offering material in
relation to the Issuer or the Notes in any country or jurisdiction where action for that purpose is required.
The Notes will only be issued in fully registered form and in denominations of 100,000 and integral
multiples of 1,000 in excess thereof. The Notes will be represented by one or more global notes in
registered form without interest coupons attached (the "Global Notes"). The Global Notes will be
deposited with, or on behalf of, a common depositary for the accounts of the Euroclear System
("Euroclear") and Clearstream Banking, S.A. ("Clearstream") and registered in the name of the
nominee of the common depositary. See "Book Entry, Delivery and Form."
iii

Application has been made to the Luxembourg Stock Exchange for the listing of and permission to deal
in the Notes on the Euro MTF thereof. There can be no assurance that the Notes will be listed on the
Luxembourg Stock Exchange, that such permission to deal in the Notes will be granted or that such
listing will be maintained and settlement of the Notes is not conditioned on obtaining this listing.
STABILIZATION
IN CONNECTION WITH THIS ISSUE, BOFA SECURITIES EUROPE SA (THE "STABILIZING
MANAGER") (OR PERSONS ACTING ON ITS BEHALF) MAY OVER ALLOT OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE
RESPECTIVE NOTES AT A LEVEL WHICH MIGHT NOT OTHERWISE PREVAIL. HOWEVER,
THERE IS NO ASSURANCE THAT THE STABILIZING MANAGER (OR PERSONS ACTING ON
ITS BEHALF) WILL UNDERTAKE STABILIZATION ACTION TO DO THIS. ANY
STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE
PUBLIC DISCLOSURE OF THE FINAL TERMS OF THIS OFFERING IS MADE AND, IF BEGUN,
MAY BE DISCONTINUED AT ANY TIME AND MUST BE BROUGHT TO AN END NO LATER
THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE DATE AND 60
CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY
STABILIZATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE
RELEVANT STABILIZING MANAGER (OR PERSONS ACTING ON ITS BEHALF) IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES. FOR A DESCRIPTION OF
THESE ACTIVITIES, SEE "PLAN OF DISTRIBUTION."
NOTICE TO INVESTORS
United States
The Notes have not been, and will not be, registered under the U.S. federal securities laws or the
securities laws of any other jurisdictions. The Notes may only be offered and sold to non-U.S. persons
outside the United States in reliance on Regulation S. In making your purchase, you will be deemed to
have made certain acknowledgments, representations and agreements. The Notes are not transferable
except in accordance with the restrictions described under "Plan of Distribution" and "Transfer
Restrictions." The Notes described in this offering memorandum have not been registered with,
recommended by or approved by the SEC, any state securities commission in the United States or any
other securities commission or regulatory authority, nor has the SEC or any state securities commission
in the United States or any such other securities commission or authority passed upon the accuracy or
adequacy of this offering memorandum. Any representation to the contrary is a criminal offense.
European Economic Area
Professional Investors and ECPs Only Target Market
Solely for the purposes of the product approval process of the manufacturers, 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 ("ECPs") and professional clients only, 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 manufacturers' target market assessment;
however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
Prohibition of Sales to EEA Retail Investors
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor
iv

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 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 the Prospectus Regulation. Consequently no key
information document required by the PRIIPs Regulation for offering or selling the Notes or otherwise
making 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.
United Kingdom
This offering memorandum has been prepared on the basis that any offer of the Notes in the UK will
be made pursuant to an exemption under Regulation (EU) 2017/1129 as it forms part of domestic law
by virtue of the EUWA (the "UK Prospectus Regulation") from a requirement to publish a prospectus
for offers of Notes. This offering memorandum is not a prospectus for the purpose of the UK Prospectus
Regulation.
UK MiFIR product governance / Professional investors and ECPs only 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 only eligible
counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and
professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); 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 manufacturers' target market assessment; however, a distributor subject to the FCA
Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product
Governance Rules") is responsible for undertaking its own target market assessment in respect of the
Notes (by either adopting or refining the manufacturers' target market assessment) and determining
appropriate distribution channels.
Prohibition of Sales to UK Retail Investors
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the 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
(8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (the "EUWA"); (ii) a customer within the meaning of the
provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive
(EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of
Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA.
Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms
part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the
Notes or otherwise making them available to retail investors in the UK has been prepared and, therefore,
offering or selling the Notes or otherwise making them available to any retail investor in the UK may
be unlawful under the UK PRIIPs Regulation.
Italy
No action has been or will be taken which could allow an offering to the public in the Republic of Italy
within the meaning of Article 1, paragraph 1, letter t) of Legislative Decree No. 58 of February 24,
1998, as subsequently integrated and amended (the "Italian Financial Act") and, in particular, the
Offering has not been submitted for clearance by the Commissione Nazionale per la Società e la Borsa
("CONSOB") (the Italian securities exchange commission), pursuant to Italian securities legislation and
will not be subject to review or clearance by CONSOB. Accordingly, the Notes may not be offered,
v

sold or delivered directly or indirectly in the Republic of Italy, either on the primary or on the secondary
market, and neither this offering memorandum nor any other offering material or other documentation
relating to the Notes may be issued, distributed or published in the Republic of Italy, except: (a) to
qualified investors (investitori qualificati) as defined pursuant to Article 2 of Regulation (EU)
2017/1129 (the "Prospectus Regulation"); or (b) in any other circumstances which are exempted from
the rules on public offerings pursuant to Article 1 of the Prospectus Regulation, art. 34-ter of CONSOB
Regulation No. 11971 of May 14, 1999, as amended (the "Issuers Regulation") and any other applicable
Italian laws and regulations.
Any such offer, sale or delivery of the Notes or distribution of copies of this offering memorandum or
any other document or material relating to the Notes in the Republic of Italy must be made in compliance
with the selling restrictions above and must be made as follows: (a) by investment firms, banks or
financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance, as
applicable, with Legislative Decree No 385 of September 1, 1993, as subsequently integrated and
amended (the "Consolidated Banking Act"), the Italian Financial Act, CONSOB Regulation No. 20307
of 15 February 2018, as subsequently integrated and amended ("Regulation No. 20307") and any other
applicable laws and regulations; and (b) in compliance with all relevant Italian securities, tax and
exchange control and other applicable laws and regulations and any other applicable requirements or
limitations which may be imposed from time to time by CONSOB, the Bank of Italy (including, the
reporting requirements, where applicable, pursuant to Article 129 of the Consolidated Banking Act and
the implementing guidelines of the Bank of Italy, as amended from time to time) and/or any other
competent Italian authority. For a further description of certain restrictions on offers and sales of the
Notes and the distribution of this offering memorandum in the Republic of Italy, see "Transfer
Restrictions."
Any investor purchasing the Notes is solely responsible for ensuring that any offer or resale of the Notes
by such investor occurs in compliance with applicable laws and regulations.

vi

FORWARD-LOOKING STATEMENTS
This offering memorandum contains forward-looking statements within the meaning of the securities
laws of the United States and certain other jurisdictions, including prospective financial information
and forecasts. All statements other than statements of historical fact contained in this offering
memorandum, including, but not limited to, statements regarding Nexi's, Nets', SIA's or the Combined
Group's future financial positions and results of operations and the factors affecting such results,
business strategies, budgets, the markets in which Nexi, Nets or SIA operate or the Combined Group
will operate and expected developments in such markets, the projected costs and plans and objectives
of Nexi's, Nets', SIA's or the Combined Group's management for future operations, are
forward-looking statements and are primarily contained in the sections entitled "Summary," "Risk
Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations
of the Issuer," "Nets' Management's Discussion and Analysis of Financial Condition and Results of
Operations," "SIA's Management's Discussion and Analysis of Financial Condition and Results of
Operations," "The Issuer's Business" "Nets' Business" "SIA's Business" and "Industry." In some cases,
forward-looking statements contain terms such as "anticipate(s)," "believe(s)," "could," "estimate(s),"
"expect(s)," "intend(s)," "may," "plan(s)," "potential," "predict(s)," "should," "will," "would" and
similar expressions, which are intended to identify a statement as forward-looking.
These forward-looking statements reflect our current views, beliefs, intentions or expectations of future
events, are based on our assumptions and involve known and unknown risks, uncertainties and other
factors that may cause actual results, performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by these forward-looking statements.
These forward-looking statements include matters that are not historical facts. We believe that the
expectations reflected in those forward-looking statements are reasonable but no assurance can be given
that these expectations, or the assumptions underlying these expectations, will prove to be correct. In
addition, even if our results of operations, financial condition and liquidity, operational performance
and the development of the industry in which we operate are consistent with the forward looking
statements contained in this offering memorandum, those results or developments may not be indicative
of results or developments in subsequent periods. Many of these risks, uncertainties and other factors
in this offering memorandum are discussed in greater detail under "Risk Factors," Given these risks,
uncertainties and other factors, you should not place undue reliance on the forward-looking statements
in this offering memorandum.
Important factors that could cause actual results to differ materially from those referenced in
forward-looking statements, some of which are beyond our control, include, but are not limited to:
·
the outbreak of the COVID-19 pandemic and the resulting economic downturn;
·
economic conditions and political uncertainty in the markets in which Nexi, Nets and SIA
operate;
·
inability to maintain relationships with partner banks;
·
conditions and consolidation of the banking sector;
·
the cost of adapting to and providing new technologies and services;
·
reliance on ICT processing and certain key suppliers;
·
credit risks from customers, merchants and partner banks;
·
risks related to the deterioration of Nexi's, Nets' or SIA's image or reputation;
·
SIA's exposure to low revenue diversification and high customer concentration;
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·
fraud by merchants, cardholders, suppliers or others;
·
risks of litigation and other claims;
·
regulatory changes in the markets in which Nexi, Nets and SIA operate;
·
risks of incurring losses as a consequence of unforeseen or catastrophic events;
·
dependence on various financial institutions for Nexi's and Nets' clearing activities and SIA's
operation and IT activities;
·
failure to adequately protect data;
·
processing systems' breakdowns and software defects;
·
costs and limits arising from privacy, information security and data protection regulation;
·
increased competition from third parties;
·
potential declines in digital payment transactions;
·
dependence on third-party funding for managing settlement needs;
·
risks of liabilities arising from the actions of directors, employees, agents, representatives and
intermediaries;
·
dependence on payment networks;
·
risks related to the EU Interchange Fee Regulation;
·
failure to attract and retain key employees;
·
failure of policies and procedures to mitigate risk exposure;
·
inadequate insurance coverage, or increased insurance costs;
·
risks arising from joint ventures and partnership arrangements;
·
risks relating to intellectual property rights;
·
future capital needs;
·
risks related to the impairment of goodwill;
·
Nets' services to customers in the gambling and other high-risk industries;
·
failure to perform know-your customer checks;
·
tax-related risks;
·
failure to achieve the expected growth strategy and results;
·
related parties' transactions;
·
risks arising from antitrust regulation;
·
changes to accounting standards;
·
exposure to outstanding liabilities of Depobank;
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·
risks related to disposals of non-core businesses;
·
exposure to currency and market risks; and
·
other risks associated with the Transactions, the financial profile of the Issuer, and the Notes,
as discussed under "Risk Factors."
These risks and others described under "Risk Factors" are not exhaustive. Other sections of this offering
memorandum describe additional factors that could adversely affect our financial position, results of
operations and liquidity. New risks can emerge from time to time, and it is not possible for us to predict
all such risks, nor can we assess the impact of all such risks on our business or the extent to which any
risks, or combination of risks and other factors, may cause actual results to differ materially from those
contained in any forward-looking statements.
Given these risks and uncertainties, you should not rely on forward-looking statements as a prediction
of actual results.
Any forward-looking statements are only made as at the date of this offering memorandum, and we do
not intend, and do not assume any obligation, to update forward-looking statements set out in this
offering memorandum. You should interpret all subsequent written or oral forward-looking statements
attributable to us or to persons acting on our behalf as being qualified by the cautionary statements in
this offering memorandum. As a result, you should not place undue reliance on these forward-looking
statements.

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