Obligation Acea 0% ( XS1767087940 ) en EUR

Acea

100 % ▼

Italie

XS1767087940 ( en EUR )

08/02/2023 - Obligation échue

Prospectus brochure de l'obligation Acea XS1767087940 en EUR 0%, échue

100 000 EUR

300 000 000 EUR

L'Obligation émise par Acea ( Italie ) , en EUR, avec le code ISIN XS1767087940, paye un coupon de 0% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 08/02/2023

BASE PROSPECTUS

ACEA S.p.A.
(incorporated as a joint stock company (società per azioni) under the laws of the Republic of
Italy)
4,000,000,000
Euro Medium Term Note Programme
___________________________________
This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier
(the "CSSF"), which is the Luxembourg competent authority for the purpose of Regulation (EU) No. 2017/1129
of 14 June 2017 (the "Prospectus Regulation") and relevant implementing measures in Luxembourg (loi du 16
juillet 2019 relative aux prospectus pour valeurs mobilières dated 16 July 2019, which implements the Prospectus
Regulation (the "Luxembourg Prospectus Law")). This Base Prospectus constitutes a base prospectus for the
purposes of the Prospectus Regulation and has been prepared for the purpose of giving information with regard
to the issue of notes ("Notes") issued under the Euro Medium Term Note Programme (the "Programme")
described in this Base Prospectus during the period of twelve months after the date hereof and will be published
in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu). The CSSF only approves
this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by
the Prospectus Regulation. Such approval should not be considered as an endorsement of either the Issuer or the
quality of the Notes that are the subject of this Base Prospectus and investors should make their own assessment
as to the suitability of investing in the Notes. Such approval only relates to Notes which are to be admitted to
trading on the regulated market of the Luxembourg Stock Exchange or other regulated markets for the purposes
of Directive 2014/65/EU for a period of twelve months from the date of approval, provided that it is completed
by any supplement, pursuant to Article 23 of the Prospectus Regulation. For the avoidance of doubt, the Issuer
shall have no obligation to supplement this Base Prospectus in the event of significant new factors, material
mistakes or material inaccuracies after the end of its 12-month validity period. The end of the validity of the Base
Prospectus is 24 July 2021. Applications have been made for such Notes to be admitted during the period of
twelve months after the date hereof to listing on the Official List and to trading on the regulated market of the
Luxembourg Stock Exchange. The Programme also permits Notes to be issued on the basis that they will not be
admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system
or to be admitted to listing, trading and/or quotation by such other or further competent authorities, stock
exchanges and/or quotation systems as may be agreed with the Issuer. The CSSF assumes no responsibility with
regard to the economic and financial soundness of any transaction under this Programme or the quality and
solvency of the Issuer in accordance with the provisions of Article 6(4) of the Luxembourg Prospectus Law.
Acea S.p.A. (the "Issuer" or "Acea") may issue Notes under the Programme to one or more of the Dealers named
on page 6 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 be, in the case of an issue of Notes to more than
one Dealer, to the lead manager of such issue and, in the case of an issue of Notes to one Dealer, to such Dealer.
Pursuant to the Programme, the Issuer may issue Notes denominated in any currency agreed with the relevant
Dealer, subject to any applicable legal or regulatory restrictions. The Notes will be issued in such denominations
as may be agreed between the Issuer and the relevant Dealer save that the minimum denomination of each Note
will be 100,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such
currency). The aggregate nominal amount of all Notes from time to time outstanding under the Programme will
not exceed 4,000,000,000 (or its equivalent in other currencies calculated as described herein).

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As of the date of this Base Prospectus, the Issuer has been assigned a rating of "Baa2" with a "stable outlook" by
Moody's Investors Service España, S.A. ("Moody's") and "BBB+" with a "stable outlook" by Fitch Italia S.p.A.
("Fitch"). Each of Moody's and Fitch is established in the European Economic Area ("EEA") and registered
under Regulation (EC) No. 1060/2009, as amended (the "CRA Regulation"). Each of Moody's and Fitch appears
on the latest update of the list of registered credit rating agencies on the European Securities and Markets Authority
("ESMA") website at https://www.esma.europa.eu/supervision/credit-rating-agencies/risk.
A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension,
reduction or withdrawal at any time by the assigning rating agency.
Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect
the abilities of the Issuer to fulfil its obligations under the Notes are discussed under "Risk Factors" below.
EU BENCHMARKS REGULATION Interest and/or other amounts payable under floating rate notes may
be calculated by reference to either the Euro Interbank Offered Rate ("EURIBOR") or the London Interbank
Offered Rate ("LIBOR"), as specified in the relevant Final Terms (as defined below). As at the date of this
Base Prospectus, EURIBOR is provided and administered by the European Money Markets Institute
("EMMI"), and LIBOR is provided and administered by ICE Benchmark Administration Limited ("ICE"). At
the date of this Base Prospectus, EMMI and ICE are authorised as benchmark administrators, and included
on the register of administrators and benchmarks established and maintained by the European Securities and
Markets Authority ("ESMA") pursuant to article 36 of the Benchmark Regulation (Regulation (EU)
2016/1011) (the "BMR").
Arrangers

IMI Intesa Sanpaolo
BNP PARIBAS
UniCredit Bank

Dealers
BBVA
Barclays
BNP PARIBAS
Citigroup
Crédit Agricole CIB
Deutsche Bank
Goldman Sachs International
IMI Intesa Sanpaolo
MPS Capital Services
Mediobanca
Morgan Stanley
Natixis
Société Générale Corporate & Investment Banking
UBI Banca
UniCredit Bank

The date of this Base Prospectus is 24 July 2020

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CONTENTS

Page
IMPORTANT NOTICES .......................................................................................................... 1
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................ 8
RISK FACTORS ..................................................................................................................... 14
INFORMATION INCORPORATED BY REFERENCE ....................................................... 40
FINAL TERMS AND DRAWDOWN PROSPECTUSES ..................................................... 43
FORMS OF THE NOTES ....................................................................................................... 44
TERMS AND CONDITIONS OF THE NOTES .................................................................... 50
FORM OF FINAL TERMS ..................................................................................................... 86
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL
FORM ............................................................................................................................ 101
USE OF PROCEEDS ............................................................................................................ 103
DESCRIPTION OF THE ISSUER ........................................................................................ 104
OVERVIEW OF FINANCIAL INFORMATION OF THE ISSUER ................................... 152
REGULATORY .................................................................................................................... 157
TAXATION ........................................................................................................................... 227
SUBSCRIPTION AND SALE .............................................................................................. 240
GENERAL INFORMATION ................................................................................................ 245

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IMPORTANT NOTICES
This Base Prospectus comprises a base prospectus in respect of all Notes issued under the
Programme for the purposes of Article 8 of the Prospectus Regulation.
Responsibility for this Base Prospectus
The Issuer accepts responsibility for the information contained in this Base Prospectus and any
Final Terms and declares that the information contained in this Base Prospectus is, to the best
of its knowledge, in accordance with the facts and contains no omission likely to affect its
import.
Final Terms/Drawdown Prospectus
Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under
"Terms and Conditions of the Notes" (the "Conditions") as completed by a document specific
to such Tranche called final terms (the "Final Terms") or in a separate prospectus specific to
such Tranche (the "Drawdown Prospectus") as described under "Final Terms and Drawdown
Prospectuses" below.
Other relevant information
This Base Prospectus must be read and construed together with any supplements hereto and
with any information incorporated by reference herein (see "Information Incorporated by
Reference" below) and, in relation to any Tranche of Notes which is the subject of Final Terms,
must be read and construed together with the relevant Final Terms. In the case of a Tranche of
Notes which is the subject of a Drawdown Prospectus, each reference in this Base Prospectus
to information being specified or identified in the relevant Final Terms shall be read and
construed as a reference to such information being specified or identified in the relevant
Drawdown Prospectus unless the context requires otherwise.
The Issuer has confirmed to the Dealers named under "Subscription and Sale" below that this
Base Prospectus contains all information which is (in the context of the Programme, the issue,
offering and sale of the Notes) material; that such information is true and accurate in all material
respects and is not misleading in any material respect; that any opinions, predictions or
intentions expressed herein are honestly held or made and are not misleading in any material
respect; that this Base Prospectus does not omit to state any material fact necessary to make
such information, opinions, predictions or intentions (in the context of the Programme, the
issue, offering and sale of the Notes) not misleading in any material respect; and that all proper
enquiries have been made to verify the foregoing.
Unauthorised information
No person has been authorised to give any information or to make any representation not
contained in or not consistent with this Base Prospectus or any other document entered into in
relation to the Programme or any information supplied by the Issuer or such other information
as is in the public domain and, if given or made, such information or representation should not
be relied upon as having been authorised by the Issuer or any Dealer.
Neither the Dealers nor any of their respective affiliates have authorised the whole or any part
of this Base Prospectus and none of them makes any representation or warranty or accepts any
responsibility as to the accuracy or completeness of the information contained in this Base

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Prospectus. Neither the delivery of this Base Prospectus or any Final Terms nor the issue,
listing, offering, sale or delivery of any Note shall, in any circumstances, create any implication
that the information contained in this Base Prospectus is true subsequent to the date hereof or
the date upon which this Base Prospectus has been most recently amended or supplemented or
that there has been no adverse change, or any event reasonably likely to involve any adverse
change, in the prospects or financial or trading position of the Issuer since the date thereof or,
if later, the date upon which this Base Prospectus has been most recently amended or
supplemented or that any other information supplied in connection with the Programme is
correct at any time subsequent to the date on which it is supplied or, if different, 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 the Notes of any information coming to their attention.
Restrictions on distribution
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery
of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession
this Base Prospectus or any Final Terms comes are required by the Issuer and the Dealers to
inform themselves about and to observe any such restrictions. For a description of certain
restrictions on offers, sales and deliveries of Notes and on the distribution of this Base
Prospectus or any Final Terms and other offering material relating to the Notes, see
"Subscription and Sale". In particular, there are restrictions on the offer, sale and transfer of
the Notes in the United States, the European Economic Area (including, France and the
Republic of Italy), the United Kingdom, Singapore and Japan.
Notes have not been and will not be registered under the United States Securities Act of 1933
(as amended) (the "Securities Act") and are subject to U.S. tax law requirements. Subject to
certain exceptions, Notes may not be offered, sold or delivered within the United States or to,
or for the account or benefit of, U.S. persons as defined in Regulation S under the Securities
Act except in certain transactions exempt from the registration requirements of the Securities
Act. See "Subscription and Sale" below.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to
subscribe for or purchase any Notes and should not be considered as a recommendation by the
Issuer, the Dealers or any of them that any recipient of this Base Prospectus or any Final Terms
should subscribe for or purchase any Notes. Each recipient of this Base Prospectus or any Final
Terms shall be taken to have made its own investigation and appraisal of the condition
(financial or otherwise) of the Issuer.
IMPORTANT EEA and UK Retail Investors
If the applicable Final Terms in respect of any Notes includes a legend entitled "Prohibition of
Sales to 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 investor in the European Economic Area ("EEA") or in the United Kingdom ("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 (as amended, 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. Consequently no key information document
required by Regulation (EU) No. 1286/2014 (as amended, the "PRIIPs Regulation") for

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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 include 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 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
MiFID 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 purpose of the MIFID Product Governance
Rules.
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 the light of its own circumstances.
In particular, each potential investor should:
(a)
have 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;
(b)
have 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;
(c)
have sufficient financial resources and liquidity to bear all of the risks of an investment
in the Notes, including where the currency for principal or interest payments is different
from the potential investor's currency;
(d)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any
relevant indices and financial markets; and
(e)
be able to evaluate (either alone or with the help of a financial adviser) possible
scenarios for economic, interest rate and other factors that may affect its investment
and its ability to bear the applicable risks.
Some Notes are complex financial instruments. Sophisticated institutional investors generally
do not purchase complex financial instruments as stand-alone investments. They purchase
complex financial instruments as a way to reduce risk or enhance yield with an understood,
measured, appropriate addition of risk to their overall portfolios. A potential investor should
not invest in Notes which are complex financial instruments unless it has the expertise (either
alone or with a financial adviser) to evaluate how the Notes will perform under changing

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conditions, the resulting effects on the value of the Notes and the impact this investment will
have on the potential investor's overall investment portfolio.
Legal investment considerations may restrict certain investments: The investment activities
of certain investors are subject to investment laws and regulations, or review or regulation by
certain authorities. Each potential investor should consult its legal advisers to determine
whether and to what extent (1) the Notes are legal investments for it, (2) the Notes can be used
as collateral for various types of borrowing and (3) other restrictions apply to its purchase or
pledge of the Notes. Financial institutions should consult their legal advisors or the appropriate
regulators to determine the appropriate treatment of the Notes under any applicable risk-based
capital or similar rules.
PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B OF THE
SECURITIES AND FUTURES ACT (CHAPTER 289 OF SINGAPORE)
The Final Terms in respect of any Notes may include a legend entitled "Singapore Securities
and Futures Act Product Classification" which will state the product classification of the Notes
pursuant to section 309B(1) of the Securities and Futures Act (Chapter 289 of Singapore) (the
"SFA").
The Issuer will make a determination in relation to each issue about the classification of the
Notes being offered for purposes of section 309B(1)(a). Any such legend included on the
relevant Final Terms will constitute notice to "relevant persons" for purposes of section
309B(1)(c) of the SFA.
Programme limit
The maximum aggregate principal amount of Notes outstanding and guaranteed at any one
time under the Programme will not exceed 4,000,000,000 and for this purpose, any Notes
denominated in another currency shall be translated into euro at the date of the agreement to
issue such Notes (calculated in accordance with the provisions of the Dealer Agreement). The
maximum aggregate principal amount of Notes which may be outstanding and guaranteed at
any one time under the Programme may be increased from time to time, subject to compliance
with the relevant provisions of the Dealer Agreement as defined under "Subscription and Sale".
Certain definitions
In this Base Prospectus, unless otherwise specified, references to a "Member State" are
references to a Member State of the European Economic Area, references to "Euro" or "" are
to the currency introduced at the start of the third stage of European economic and monetary
union, and as defined in Article 2 of Council Regulation (EC) No 974/98 of 3 May 1998 on the
introduction of the euro, as amended.
The language of this Base Prospectus is English. Certain legislative references and technical
terms have been cited in their original language in order that the correct technical meaning may
be ascribed to them under applicable law.
Certain figures included in this Base Prospectus have been subject to rounding adjustments;
accordingly, figures shown for the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures
which precede them.

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Websites
In this Base Prospectus, references to websites are included for information purposes only. The
contents of any websites (except for the documents (or portions thereof) incorporated by
reference into this Base Prospectus to the extent set out on any such website) referenced in this
Base Prospectus do not constitute a part of or are incorporated into this Base Prospectus and
have not been scrutinised or approved by the CSSF.
Ratings
Tranches of Notes issued under the Programme will be rated or unrated. Where a Tranche of
Notes is rated, such rating will not necessarily be the same as the rating(s) described above,
elsewhere in this Base Prospectus or the rating(s) assigned to Notes already issued. Where a
Tranche of Notes is rated, the applicable rating(s) will be specified in the relevant Final Terms.
Whether or not each credit rating applied for in relation to a relevant Tranche of Notes will be
(1) issued by a credit rating agency established in the EEA or in the UK and registered (or
which has applied for registration and not been refused) under the CRA Regulation, or (2)
issued by a credit rating agency which is not established in the EEA or in the UK but will be
endorsed by a CRA which is established in the EEA or in the UK and registered under the CRA
Regulation or (3) issued by a credit rating agency which is not established in the EEA or in the
UK but which is certified under the CRA Regulation will be disclosed in the Final Terms. In
general, European regulated investors are restricted from using a rating for regulatory purposes
if such rating is not issued by a credit rating agency established in the EEA or in the UK and
registered under the CRA Regulation unless (1) the rating is provided by a credit rating agency
operating in the EEA before 7 June 2010 which has submitted an application for registration in
accordance with the CRA Regulation and such registration has not been refused, or (2) the
rating is provided by a credit rating agency not established in the EEA or in the UK but is
endorsed by a credit rating agency established in the EEA or in the United Kingdom and
registered under the CRA Regulation or (3) the rating is provided by a credit rating agency not
established in the EEA or in the UK which is certified under the CRA Regulation.
Alternative Performance Measures
In order to better evaluate Acea's financial information incorporated by reference in the Base
Prospectus, management has identified several Alternative Performance Measures ("APMs").
Management believes that these APMs provide additional useful information for investors to
analyse the Acea Group's financial position, financial performance and cash flows, because
they may further facilitate the identification of significant operating trends and financial
parameters.
On 5 October 2015, ESMA (European Securities and Markets Authority) published its
guidelines (ESMA/2015/1415) on criteria for the presentation of alternative performance
indicators (the "ESMA APM Guidelines") which replace, as of 3 July 2016, CESR/05-178b
recommendations. This orientation was acknowledged in our system in CONSOB
Communication no. 0092543 dated 3 December 2015.
In particular, the following APMs as defined in the ESMA APM Guidelines are used by the
management of the Issuer to monitor the Acea Group's financial and operating performance
and are disclosed in this Base Prospectus in the sections "Risk Factors", "Description of the
Issuer" and in the 2019 Financial Statements, the 2018 Financial Statements and the Q1 2020
Press Release (which are incorporated by reference into this Base Prospectus):

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· for the Acea Group, the gross operating profit (or EBITDA) is a key operating
performance indicator and, from 1 January 2014, includes the condensed result of
equity investments in jointly controlled entities for which the consolidation method
changed when international accounting standards for financial reporting IFRS 10 and
IFRS 11 came into force. EBITDA is determined by adding the Operative Result to
"Amortisation, depreciation, provisions and impairment", insofar as these are the main
non-cash items;
· the net financial position is an indicator of the Acea Group's financial structure, the
sum of Non-current borrowings and Financial liabilities (excluding payables arising as
a result of certain acquisitions during the year) net of Non-current financial assets
(financial receivables excluding a part of receivables related to Acea S.p.A.'s IFRIC 12
and securities other than equity investments), Current borrowings and Other current
financial liabilities net of Current financial assets (including the Euro 16.2 million in
receivables due from the Italian Antitrust Authority resulting from the cancellation of
an administrative fine) and Cash and cash equivalents;
· net invested capital is the sum of "Current assets", "Non-current assets" and Assets and
Liabilities held for sale, less "Current liabilities" and "Non-current liabilities",
excluding items taken into account when calculating the net financial position; and
· net working capital is the sum of the current receivables, inventories, the net balance of
other current assets and liabilities and current debts, excluding the items considered in
calculating the net financial position.
It should be noted that:
i.
the APMs are based exclusively on Acea data and are not indicative of future
performance;
ii.
the APMs are not prepared in accordance with IFRS and are not subject to audit;
they are derived from the financial information of Acea for the relevant periods
presented;
iii.
the APMs are non-IFRS financial measures and are not recognised as measures of
financial position, financial performance or liquidity under IFRS, and they should
not be considered as substitutes to performance measures prepared in accordance
with IFRS or any other generally accepted accounting principles; and
iv.
the APMs should be read together with the financial statements of Acea for the
relevant periods to which the APMs relate.
Since not all companies calculate APMs in an identical manner, the APMs used by Acea may
not be consistent or comparable with similar measures used by other companies. Therefore,
undue reliance should not be placed on these measures.
Stabilisation
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named
as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising 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 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

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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 Stabilising
Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in accordance
with all applicable laws and rules.

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