Obligation ACEA S.p.A 0.5% ( XS2113700921 ) en EUR

ACEA S.p.A

100 % ▲

Italie

XS2113700921 ( en EUR )

0.5% par an ( paiement annuel )

06/04/2029 - Obligation échue

Prospectus brochure de l'obligation ACEA S.p.A XS2113700921 en EUR 0.5%, échue

100 000 EUR

500 000 000 EUR

ACEA S.p.A. est une société multinationale italienne fournissant des services publics d'eau, d'énergie et de gestion des déchets à Rome et dans le Latium.

L'Obligation émise par ACEA S.p.A ( Italie ) , en EUR, avec le code ISIN XS2113700921, paye un coupon de 0.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 06/04/2029

BASE PROSPECTUS

ACEA S.p.A.
(incorporated with limited liability 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 Directive 2003/71/EC, as amended
or superseded (the "Prospectus Directive") and relevant implementing measures in Luxembourg (the
Luxembourg law of 10th July, 2005, as amended by the Luxembourg law of 3rd July, 2012, which implements
the Prospectus Directive (the "Luxembourg Prospectus Law")), as a base prospectus issued in compliance with
the Prospectus Directive and relevant implementing measures in Luxembourg 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).
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. 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 regards 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 7(7) 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 8 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).
The Issuer has been assigned a rating of "Baa2" by Moody's Investors Service Ltd ("Moody's") and "BBB+" 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 (EU) 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.
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Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may
affect the abilities of the Issuer to fulfil their respective obligations under the Notes are discussed under "Risk
Factors" below.
EU BENCHMARKS REGULATION - 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 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").
As far as the Issuer is aware, the transitional provisions in Article 51 of the BMR apply, such that the
administrators of EURIBOR and LIBOR are not currently required to obtain authorisation or registration (or,
if located outside the European Union, recognition, endorsement or equivalence). The transitional provisions
of Article 51 of the BMR apply until 1 January 2020.
Arrangers

Banca IMI
BNP PARIBAS
UniCredit Bank

Dealers
Banca IMI
Banco Bilbao Vizcaya Argentaria, S.A.
Barclays
BNP PARIBAS
Citigroup
Crédit Agricole CIB
Deutsche Bank
Goldman Sachs International
MPS Capital Services
Mediobanca
Morgan Stanley
Natixis
Société Générale Corporate & Investment Banking
UBI Banca S.p.A.
UniCredit Bank

The date of this Base Prospectus is 15 July 2019
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CONTENTS

Page
IMPORTANT NOTICES .......................................................................................................... 1
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................ 6
RISK FACTORS ..................................................................................................................... 12
INFORMATION INCORPORATED BY REFERENCE ....................................................... 40
FINAL TERMS AND DRAWDOWN PROSPECTUSES ..................................................... 42
FORMS OF THE NOTES ....................................................................................................... 43
TERMS AND CONDITIONS OF THE NOTES .................................................................... 49
FORM OF FINAL TERMS ..................................................................................................... 83
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL
FORM .............................................................................................................................. 98
USE OF PROCEEDS ............................................................................................................ 100
DESCRIPTION OF THE ISSUER ........................................................................................ 101
OVERVIEW FINANCIAL INFORMATION OF THE ISSUER ......................................... 142
REGULATORY .................................................................................................................... 147
TAXATION ........................................................................................................................... 214
SUBSCRIPTION AND SALE .............................................................................................. 227
GENERAL INFORMATION ................................................................................................ 232
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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 5.4 of the Prospectus Directive.
Responsibility for this Base Prospectus
The Issuer accepts responsibility for the information contained in this Base Prospectus and any
Final Terms and declares that, having taken all reasonable care to ensure that such is the case,
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 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
Prospectus. Neither the delivery of this Base Prospectus or any Final Terms nor the offering,
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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 the United Kingdom,
France and the Republic of Italy) 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
U.S. persons.
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 Retail Investors
If the Final Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to
EEA Retail Investors", the Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to any retail investor
in the European Economic Area ("EEA"). For these purposes, a retail investor means a person
who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive
2002/92/EC (as amended or superseded, the "Insurance Mediation 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 (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.
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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.
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 "EUR" or "euro"
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.
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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.
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 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 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 but will be endorsed by a CRA which is established in the EEA and
registered under the CRA Regulation or (3) issued by a credit rating agency which is not
established in the EEA 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
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 but is endorsed
by a credit rating agency established in the EEA and registered under the CRA Regulation or
(3) the rating is provided by a credit rating agency not established in the EEA which is certified
under the CRA Regulation.
Alternative Performance Measures
In order to better evaluate Acea's financial and operating performance, the management has
identified several Alternative Performance Measures ("APMs"). Management believes that
these APMs provide useful information for investors as regards the financial position, cash
flows and financial performance of the same, because they 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 Acea:
· for the Acea Group, the gross operating profit (or EBITDA) is an operating
performance indicator and from 1 January 2014 also 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 net of Non-current financial
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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, 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 derived from IFRS and, as they are derived from the financial
information of Acea taken from the consolidated financial statements as of and for
the year ended 31 December 2018 prepared in conformity with these principles,
they are not subject to audit;
iii.
the APMs are non-IFRS financial measures and are not recognised as measure of
performance or liquidity under IFRS and should not be recognised as alternative to
performance measure derived in accordance with IFRS or any other generally
accepted accounting principles; and
iv.
the APMs should be read together with financial information for Acea taken from
the consolidated financial statements of Acea as of and for the year ended 31
December 2018.
Since not all companies calculate APMs in an identical manner, the presentation of Acea may
not be consistent with similar measures used by other companies. Therefore, undue reliance
should not be placed on these data.
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
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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GENERAL DESCRIPTION OF THE PROGRAMME
The following overview does not purport to be complete and is taken from, and is qualified in
its entirety by, the remainder of this Base Prospectus and, in relation to the terms and
conditions of any particular Tranche of Notes, the applicable Final Terms. The Issuer 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, if
appropriate, or a drawdown prospectus or a new base prospectus will be made available which
will describe the effect of the agreement reached in relation to such Notes.
This overview constitutes a general description of the Programme for the purposes of Article
22.5(3) of Commission Regulation (EC) No 809/2004 (as amended or superseded)
implementing the Prospectus Directive.
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the
Notes" shall have the same meanings in this section.
Issuer:
Acea S.p.A.
Issuer's Legal Entity
549300Q3448N041CTH56
Identifier:
Risk Factors:
There are certain factors that may affect the Issuer's ability to
fulfil its obligations under the Notes issued under the
Programme. These are set out under "Risk Factors" below. 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 relating to the structure of
particular Series of Notes and certain market risks.
Description:
Euro Medium Term Note Programme
Joint Arrangers:
Banca IMI S.p.A.
BNP Paribas
UniCredit Bank AG
Dealers:
Banco Bilbao Vizcaya Argentaria, S.A.
Banca IMI S.p.A.
Barclays Bank Ireland PLC
Barclays Bank PLC
BNP Paribas
Citigroup Global Markets Europe AG
Citigroup Global Markets Limited
Crédit Agricole Corporate and Investment Bank
Deutsche Bank AG, London Branch
Goldman Sachs International
Mediobanca Banca Di Credito Finanziario S.p.A.
MPS Capital Services Banca per le Imprese S.p.A.
Morgan Stanley & Co. International plc
Natixis
Société Générale
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Unione di Banche Italiane S.p.A.
UniCredit Bank AG
and any other Dealers appointed in accordance with the Dealer
Agreement (as defined in "Subscription and Sale" below).
Certain Restrictions:
Each issue of Notes denominated in a currency in respect of
which particular laws, guidelines, regulations, restrictions or
reporting requirements apply will only be issued in
circumstances which comply with such laws, guidelines,
regulations, restrictions or reporting requirements from time to
time (see "Subscription and Sale") including the following
restrictions applicable at the date of this Base Prospectus.

Notes having a maturity of less than one year

Where Notes have a maturity of less than one year and either
(a) the issue proceeds are received by the Issuer in the United
Kingdom or (b) the activity of issuing the Notes is carried on
from an establishment maintained by the Issuer in the United
Kingdom, such Notes must: (i) have a minimum redemption
value of £100,000 (or its equivalent in other currencies) and be
issued only to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments
(as principal or agent) for the purposes of their businesses or
who it is reasonable to expect will acquire, hold, manage or
dispose of investments (as principal or agent) for the purposes
of their businesses; or (ii) be issued in other circumstances
which do not constitute a contravention of section 19 of the
Financial Services and Markets Act 2000 by the Issuer.
Fiscal Agent and Paying
BNP Paribas Securities Services, Luxembourg Branch
Agent:
Listing Agent:
BNP Paribas Securities Services, Luxembourg Branch
Programme Size:
Up to 4,000,000,000 (or its equivalent in other currencies
calculated as described in the Dealer Agreement) outstanding
at any time. The Issuer may increase the amount of the
Programme in accordance with the terms of the Dealer
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 and/or regulatory restrictions,
Notes may be denominated in any currency agreed between
the Issuer and the relevant Dealer and as stated in the
applicable Final Terms.
Maturities:
The Notes will have such maturities as may be agreed between
the Issuer and the relevant Dealer, subject to such minimum or
maximum maturities as may be allowed or required from time
to time by the relevant central bank (or equivalent body) or any
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Document Outline

#28">(a) in the balance sheet, the assets and liabilities for all leases that have a term exceeding 12 months, unless the underlying asset has a modest value; and
#28">(b) in profit or loss, depreciation of the leased assets separately from interest on the related liabilities.
#31">(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;
#31">(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;
#31">(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 investors currency;
#31">(d) understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and financial markets; and
#31">(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.
#31">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 yiel...
#33">The regulation and reform of "benchmarks" may adversely affect the value of Notes linked to such "benchmarks"
- #38">(a) pursuant to Italian Legislative Decree No. 239 of 1 April 1996 as amended, supplemented or restated from time to time;
- #38">(b) pursuant to the U.S. Foreign Account Tax Compliance Act;
- #38">(c) pursuant to Presidential Decree No. 600 of 29 September 1973 as amended, supplemented or restated from time to time; and
- #38">(d) pursuant to Italian Law Decree No. 512 of 30 September 1983, converted into Law No. 649 of 25 November 1983, as amended from time to time
#43">1. the audited consolidated financial statements (including the auditors report thereon and notes thereto) of the Issuer in respect of the years ended 31 December 2017 and 2018;
#43">2. a press release dated 15 May 2019 in respect of the quarter ended 31 March 2019 containing the unaudited interim financial information as at and for the period ended 31 March 2019 (the "Q1 2019 Press Release");
#43">3. a press release 23 March 2019 in respect of the statement issued by Mr. Donnarumma, in his quality as Aceas CEO (the "CEO Statement Press Release");
#43">4. a press release 6 April 2019 in respect of the statement reiterated by Mr. Donnarumma, in his quality as Aceas CEO (the "Second CEO Statement Press Release"); and
#43">5. the section entitled "Terms and Conditions" on pages 48-79 of the base prospectus relating to the Programme dated 18 July 2018 (the "2018 Prospectus").
- #47">(i) presentation and (in the case of final exchange) presentation and surrender of the Temporary Global Note to or to the order of the Fiscal Agent; and
- #47">(ii) receipt by the Fiscal Agent of a certificate or certificates of non-U.S. beneficial ownership.
- #47">(a) the Permanent Global Note has not been delivered or the principal amount thereof increased by 5.00 p.m. (London time) on the seventh day after the bearer of the Temporary Global Note has requested exchange of an interest in the Temporary Global No...
- #47">(b) the Temporary Global Note (or any part thereof) has become due and payable in accordance with the Terms and Conditions of the Notes or the date for final redemption of the Temporary Global Note has occurred and, in either case, payment in full of ...
- #48">(a) on the expiry of such period of notice as may be specified in the Final Terms; or
- #48">(b) at any time, if so specified in the Final Terms; or
- #48">(c) if the Final Terms specifies "in the limited circumstances described in the Permanent Global Note", then if either of the following events occurs:
  - #48">(i) Euroclear or Clearstream or any other relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business; or
  - #48">(ii) any of the circumstances described in Condition 12 (Events of Default) occurs.
- #48">(a) Definitive Notes have not been duly delivered by 5.00 p.m. (London time) on the thirtieth day after the bearer has requested exchange of the Permanent Global Note for Definitive Notes; or
- #48">(b) the Permanent Global Note was originally issued in exchange for part only of a Temporary Global Note representing the Notes and such Temporary Global Note becomes void in accordance with its terms; or
- #48">(c) the Permanent Global Note (or any part thereof) has become due and payable in accordance with the Terms and Conditions of the Notes or the date for final redemption of the Permanent Global Note has occurred and, in either case, payment in full of ...
- #49">(a) Definitive Notes have not been duly delivered by 5.00 p.m. (London time) on the thirtieth day after the bearer has requested exchange of the Temporary Global Note for Definitive Notes; or
- #49">(b) the Temporary Global Note (or any part thereof) has become due and payable in accordance with the Terms and Conditions of the Notes or the date for final redemption of the Temporary Global Note has occurred and, in either case, payment in full of ...
- #50">(a) on the expiry of such period of notice as may be specified in the relevant Final Terms; or
- #50">(b) at any time, if so specified in the relevant Final Terms; or
- #50">(c) if the relevant Final Terms specifies "in the limited circumstances described in the Permanent Global Note", then if either of the following events occurs:
  - #50">(i) Euroclear or Clearstream or any other relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business; or
  - #50">
- #50">(a) Definitive Notes have not been duly delivered by 5.00 p.m. (London time) on the thirtieth day after the bearer has requested exchange of the Permanent Global Note for Definitive Notes; or
- #50">(b) the Permanent Global Note (or any part thereof) has become due and payable in accordance with the Terms and Conditions of the Notes or the date for final redemption of the Permanent Global Note has occurred and, in either case, payment in full of ...
#52">1. Introduction
- #52">(a) Programme: Acea S.p.A. (the "Issuer") has established a Euro Medium Term Note Programme (the "Programme") for the issuance of up to 4,000,000,000 in aggregate principal amount of notes (the "Notes").
- #52">(b) Final Terms: Notes issued under the Programme are issued in series (each a "Series") and each Series may comprise one or more tranches (each a "Tranche") of Notes. Each Tranche is the subject of a final terms (the "Final Terms") which completes...
- #52">(c) Agency Agreement: The Notes are the subject of an issue and paying agency agreement dated 15 July 2019 (the "Agency Agreement") between the Issuer and BNP Paribas Securities Services, Luxembourg Branch, as fiscal agent (the "Fiscal Agent", which ...
- #52">(d) The Notes: All subsequent references in these Conditions to "Notes" are to the Notes which are the subject of the relevant Final Terms. Copies of the relevant Final Terms are available for viewing at the specified office of the Fiscal Agent, the ...
- #52">(e) Summaries: Certain provisions of these Conditions are summaries of the Agency Agreement and are subject to their detailed provisions. The holders of the Notes (the "Noteholders") and the holders of the related interest coupons, if any, (the "Cou...
#53">2. Interpretation
- #53">(a) Definitions: In these Conditions the following expressions have the following meanings:
#53">
#53">
#53">
#53">"Business Day" means:
- #53">(a) in relation to any sum payable in Euro, a TARGET Settlement Day and a day on which commercial banks and foreign exchange markets settle payments generally in Luxembourg and each (if any) Additional Business Centre; and
- #53">(b) in relation to any sum payable in a currency other than Euro, a day on which commercial banks and foreign exchange markets settle payments generally in London, Luxembourg, in the Principal Financial Centre of the relevant currency and in each (if ...
#53">"Business Day Convention", in relation to any particular date, has the meaning given in the relevant Final Terms and, if so specified in the relevant Final Terms, may have different meanings in relation to different dates and, in this context, the fo...
- #53">(a) "Following Business Day Convention" means that the relevant date shall be postponed to the first following day that is a Business Day;
- #53">(b) "Modified Following Business Day Convention" or "Modified Business Day Convention" means that the relevant date shall be postponed to the first following day that is a Business Day unless that day falls in the next calendar month in which case tha...
- #53">(c) "Preceding Business Day Convention" means that the relevant date shall be brought forward to the first preceding day that is a Business Day;
- #53">(d) "FRN Convention", "Floating Rate Convention" or "Eurodollar Convention" means that each relevant date shall be the date which numerically corresponds to the preceding such date in the calendar month which is the number of months specified in the ...
  - #53">(i) if there is no such numerically corresponding day in the calendar month in which any such date should occur, then such date will be the last day which is a Business Day in that calendar month;
  - #54">(ii) if any such date would otherwise fall on a day which is not a Business Day, then such date will be the first following day which is a Business Day unless that day falls in the next calendar month, in which case it will be the first preceding day ...
  - #54">(iii) if the preceding such date occurred on the last day in a calendar month which was a Business Day, then all subsequent such dates will be the last day which is a Business Day in the calendar month which is the specified number of months after the...
- #54">(e) "No Adjustment" means that the relevant date shall not be adjusted in accordance with any Business Day Convention;
#54">"Calculation Agent" means the Fiscal Agent or such other Person specified in the relevant Final Terms as the party responsible for calculating the Rate(s) of Interest and Interest Amount(s) and/or such other amount(s) as may be specified in the relev...
#54">"Calculation Amount" has the meaning given in the relevant Final Terms;
- #54">(a) a Change of Control occurs; and
- #54">(b) at the time of the occurrence of the Change of Control, the Notes carry any of the following:
  - #54">(i) an investment grade credit rating (BBB-/Baa3/BBB-, or equivalent, or better), and such rating from any Rating Agency is within 180 days of the occurrence of the Change of Control either downgraded to a non-investment grade credit rating (BB+/Ba1/B...
  - #54">(ii) a non-investment grade credit rating (BB+/Ba1/BB+, or equivalent, or worse), and such rating from any Rating Agency is within 180 days of the occurrence of the Change of Control downgraded by one or more notches (for illustration, Ba1 to Ba2 bein...
  - #54">(iii) no credit rating, and no Rating Agency assigns within 90 days of the occurrence of the Change of Control an investment grade credit rating to the Notes
- #55">(c) in making the relevant decision(s) referred to above, the relevant Rating Agency announces publicly or confirms in writing to the Issuer that such decision(s) resulted, in whole or in part, from the occurrence of the Change of Control;
#55">"Control" will have the meaning set forth in Article 93 of Italian Legislative Decree No. 58 of 24 February 1998 and the relevant implementing regulations;
#55">"Coupon Sheet" means, in respect of a Note, a coupon sheet relating to the Note;
#55">"Day Count Fraction" means, in respect of the calculation of an amount for any period of time (the "Calculation Period"), such day count fraction as may be specified in these Conditions or the relevant Final Terms and:
- #55">(a) if "Actual/Actual (ICMA )" is so specified, means:
  - #55">(i) where the Calculation Period is equal to or shorter than the Regular Period during which it falls, the actual number of days in the Calculation Period divided by the product of (1) the actual number of days in such Regular Period and (2) the numb...
  - #55">(ii) where the Calculation Period is longer than one Regular Period, the sum of:
    - #55">(A) the actual number of days in such Calculation Period falling in the Regular Period in which it begins divided by the product of (1) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year; and
    - #55">(B) the actual number of days in such Calculation Period falling in the next Regular Period divided by the product of (a) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year;
  - #55">(iii) "Actual/Actual (ISDA)" is so specified, means the actual number of days in the Calculation Period divided by 365 (or, if any portion of the Calculation Period falls in a leap year, the sum of (A) the actual number of days in that portion of the ...
  - #55">(iv) if "Actual/365 (Fixed)" is so specified, means the actual number of days in the Calculation Period divided by 365;
  - #55">(v) if "Actual/360" is so specified, means the actual number of days in the Calculation Period divided by 360;
  - #55">(vi) if "30/360" is so specified, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows
  - #56">(vii) if "30E/360" or "Eurobond Basis" is so specified, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:
  - #57">(viii) if "30E/360 (ISDA)" is so specified, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:
#57">"Early Redemption Amount (Tax)" means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Final Terms;
#57">"Early Termination Amount" means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, these Conditions or the relevant Final Terms;
#57">"EURIBOR" means, in respect of any specified currency and any specified period, the interest rate benchmark known as the Euro zone interbank offered rate which is calculated and published by a designated distributor (currently Thomson Reuters) in acc...
#58">"Extraordinary Resolution" has the meaning given in the Agency Agreement;
#58">"Final Redemption Amount" means, in respect of any Note, its principal amount or such other amount as may be specified in the relevant Final Terms;
#58">"First Interest Payment Date" means the date specified in the relevant Final Terms;
#58">"Fixed Coupon Amount" has the meaning given in the relevant Final Terms;
#58">"Group" means the Issuer and its Subsidiaries;
#58">"Indebtedness for Borrowed Money" means any present or future Indebtedness for money borrowed;
#58">"Interest Amount" means, in relation to a Note and an Interest Period, the amount of interest payable in respect of that Note for that Interest Period;
#58">"Interest Commencement Date" means the Issue Date of the Notes or such other date as may be specified as the Interest Commencement Date in the relevant Final Terms;
#58">"Interest Determination Date" has the meaning given in the relevant Final Terms;
#58">"Interest Payment Date" means the First Interest Payment Date and any other date or dates specified as such in, or determined in accordance with the provisions of, the relevant Final Terms and, if a Business Day Convention is specified in the relevan...
- #58">(a) as the same may be adjusted in accordance with the relevant Business Day Convention; or
- #58">(b) if the Business Day Convention is the FRN Convention, Floating Rate Convention or Eurodollar Convention and an interval of a number of calendar months is specified in the relevant Final Terms as being the Specified Period, each of such dates as ma...
#58">"Interest Period" means each period beginning on (and including) the Interest Commencement Date or any Interest Payment Date and ending on (but excluding) the next Interest Payment Date;
#59">"Investment Grade Rating" means a rating of Baa3 by Moodys Investors Service Ltd and/or BBB- by Fitch Italia S.p.A.;
#59">"ISDA Definitions" means the 2000 ISDA Definitions (as amended and updated as at the date of issue of the first Tranche of the Notes of the relevant Series (as specified in the relevant Final Terms) as published by the International Swaps and Derivat...
#59">"Issue Date" has the meaning given in the relevant Final Terms;
#59">"LIBOR" means, in respect of any specified currency and any specified period, the interest rate benchmark known as the London interbank offered rate which is calculated and published by a designated distributor (currently Thomson Reuters) in accordan...
#59">"Margin" has the meaning given in the relevant Final Terms;
#59">a "material part" means 15 per cent. or more by value of the whole;
#59">"Maturity Date" has the meaning given in the relevant Final Terms;
#60">"Maximum Redemption Amount" has the meaning given in the relevant Final Terms;
#60">"Minimum Rating" means:
- #60">(a) if, immediately prior to the announcement of the amalgamation, reorganisation, merger, demerger, consolidation or restructuring of the Issuer, the Notes carried a credit rating equal to or higher than an Investment Grade Rating, the higher of (1) ...
- #60">(b) if, immediately prior to the announcement of the amalgamation, reorganisation, merger, demerger, consolidation or restructuring of the Issuer, the Notes carried a credit rating lower than an Investment Grade Rating, a credit rating that is not low...
#60">"Minimum Redemption Amount" has the meaning given in the relevant Final Terms;
#60">"Optional Redemption Amount (Put)" means, in respect of any Note, its principal amount or such other amount as may be specified in the relevant Final Terms;
#60">"Optional Redemption Date (Call)" has the meaning given in the relevant Final Terms;
#60">"Optional Redemption Date (Put)" has the meaning given in the relevant Final Terms;
#60">"Participating Member State" means a Member State of the European Communities which adopts the euro as its lawful currency in accordance with the Treaty;
#60">"Payment Business Day" means:
- #60">(a) if the currency of payment is euro, any day which is:
  - #60">(i) a day on which banks in the relevant place of presentation are open for presentation and payment of bearer debt securities and for dealings in foreign currencies; and
  - #60">(ii) in the case of payment by transfer to an account, a TARGET Settlement Day and a day on which dealings in foreign currencies may be carried on in each (if any) Additional Financial Centre; or
- #60">(b) if the currency of payment is not euro, any day which is:
  - #61">(i) a day on which banks in the relevant place of presentation are open for presentation and payment of bearer debt securities and for dealings in foreign currencies; and
  - #61">(ii) in the case of payment by transfer to an account, a day on which dealings in foreign currencies may be carried on in the Principal Financial Centre of the currency of payment and in each (if any) Additional Financial Centre;
#61">"Permitted Reorganisation" means an amalgamation, reorganisation, merger, demerger, consolidation or restructuring whilst solvent whereby the assets and undertaking of the Issuer (or, in the case of a demerger, all or substantially all of such assets...
#61">"Permitted Security Interest" means:
- #61">(a) any Security Interest arising solely by operation of law;
- #61">(b) any Security Interest existing over the assets of a company which becomes a Material Subsidiary of the Issuer after the date of the relevant Final Terms where such Security Interest already exists at the time that such a company becomes a Material...
- #61">(c) any Security Interest to secure Relevant Indebtedness upon, or with respect to, any of its present or future assets (including receivables) or revenues or any part thereof which is created pursuant to any securitisation, asset backed financing or ...
#61">(d) any Security Interest in existence on the relevant Issue Date of each Series of Notes, provided that the principal amount secured by the Security Interest is not subsequently increased and the Security Interest remains limited to all or part of t...
#62">(e) any Security Interest created in substitution of any security permitted under paragraphs (a) to (d) above, provided that the principal amount secured by the substitute Security Interest does not exceed the principal amount secured by the initial...
#62">"Person" means any individual, company, corporation, firm, partnership, joint venture, association, organisation, state or agency of a state or other entity, whether or not having separate legal personality;
#62">"Persons Acting in Concert" will have the meaning set forth in Article 101-bis of Italian Legislative Decree No. 58 of 24 February 1998 and relevant implementing measures;
#62">"Principal Financial Centre" means, in relation to any currency, the principal financial centre for that currency provided, however, that:
- #62">(a) in relation to euro, it means the principal financial centre of such Member State of the European Communities as is selected (in the case of a payment) by the payee or (in the case of a calculation) by the Calculation Agent; and
- #62">(b) in relation to New Zealand dollars, it means either Wellington or Auckland as is selected (in the case of a payment) by the payee or (in the case of a calculation) by the Calculation Agent;
#62">"Project Finance Indebtedness" means any present or future Indebtedness incurred in financing the acquisition, development, leasing and/or operation of an asset or assets (including, for the avoidance of doubt, concessions), whether or not an asset o...
- #62">(a) recourse for amounts limited to the cash flow or the net cash flow (other than historic cash flow or historic net cash flow) from such asset or assets or the income or other proceeds deriving therefrom; and/or
- #62">(b) recourse for the purpose only of enabling amounts to be claimed in respect of such indebtedness in an enforcement of any Security Interest given by such issuer over such asset or assets or the income, cash flow or other proceeds, deriving therefro...
#62">"Put Option Notice" means a notice which must be delivered to a Paying Agent by any Noteholder wanting to exercise a right to redeem a Note at the option of the Noteholder;
#63">"Put Option Receipt" means a receipt issued by a Paying Agent to a depositing Noteholder upon deposit of a Note with such Paying Agent by any Noteholder wanting to exercise a right to redeem a Note at the option of the Noteholder;
#63">"Rate of Interest" means the rate or rates (expressed as a percentage per annum) of interest payable in respect of the Notes specified in the relevant Final Terms or calculated or determined in accordance with the provisions of these Conditions and/o...
#63">"Rating Agency" means each of Moodys Investors Service Ltd and Fitch Italia S.p.A. and any of their respective successors; and
#63">"Redemption Amount" means, as appropriate, the Final Redemption Amount, the Early Redemption Amount (Tax), the Optional Redemption Amount (Call), the Optional Redemption Amount (Put), the Early Termination Amount or such other amount in the nature of...
#63">"Reference Banks" has the meaning given in the relevant Final Terms or, if none, four major banks selected by the Issuer and/or an independent advisor in the market that is most closely connected with the Reference Rate;
#63">"Reference Dealers" has the meaning given in the relevant Final Terms or, if none, two independent and internationally recognised dealer in obligations similar to the Notes selected by the Issuer;
#63">"Reference Dealer Rate" means, with respect to the Reference Dealers and the Optional Redemption Date (Call), the average of the mid-market annual swap rate as determined by the Reference Dealers at 11.00 a.m. London time, on the third business day i...
#63">"Reference Price" has the meaning given in the relevant Final Terms;
#63">"Reference Rate" means EURIBOR or LIBOR as specified in the relevant Final Terms in respect of the currency and period specified in the relevant Final Terms;
#63">"Reference Shareholder" means the Municipality of Rome.
#63">"Regular Period" means:
- #63">(a) in the case of Notes where interest is scheduled to be paid only by means of regular payments, each period from and including the Interest Commencement Date to but excluding the first Interest Payment Date and each successive period from and inclu...
- #63">(b) in the case of Notes where, apart from the first Interest Period, interest is scheduled to be paid only by means of regular payments, each period from and including a Regular Date falling in any year to but excluding the next Regular Date, where "...
- #64">(c) in the case of Notes where, apart from one Interest Period other than the first Interest Period, interest is scheduled to be paid only by means of regular payments, each period from and including a Regular Date falling in any year to but excluding...
#64">"Relevant Date" means, in relation to any payment, whichever is the later of (a) the date on which the payment in question first becomes due and (b) if the full amount payable has not been received in the Principal Financial Centre of the currency o...
#64">"Relevant Financial Centre" has the meaning given in the relevant Final Terms;
#64">"Relevant Indebtedness" means any Indebtedness which is in the form of or represented or evidenced by bonds, notes, debentures or other securities for the time being are, are intended to be (with the consent of the Issuer), or are capable of being q...
#64">"Relevant Jurisdiction" means Italy or any political subdivision or any authority thereof or therein having power to tax or any other jurisdiction or any political subdivision or any authority thereof or therein having power to tax to which the Issue...
#64">"Relevant Screen Page" means the page, section or other part of a particular information service (including, without limitation, Reuters) specified as the Relevant Screen Page in the relevant Final Terms, or such other page, section or other part as...
#64">"Relevant Time" has the meaning given in the relevant Final Terms;
#64">"Reserved Matter" means any proposal to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating...
#64">"Security Interest" means any mortgage, charge, pledge, lien or other security interest including, without limitation, anything analogous to any of the foregoing under the laws of any jurisdiction;
#64">"Specified Currency" has the meaning given in the relevant Final Terms;
#65">"Specified Denomination(s)" has the meaning given in the relevant Final Terms;
#65">"Specified Office" has the meaning given in the Agency Agreement;
#65">"Specified Period" has the meaning given in the relevant Final Terms;
#65">"Subsidiary" means any entity whose financial statements at any time are required by law or in accordance with generally accepted accounting principles to be consolidated with those of the Issuer.
#65">"substantial part" means 50 per cent. or more by value of the whole.
#65">"Talon" means a talon for further Coupons;
#65">"TARGET2" means the Trans-European Automated Real-Time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007;
#65">"TARGET Settlement Day" means any day on which TARGET2 is open for the settlement of payments in euro;
#65">"Treaty" means the Treaty establishing the European Communities, as amended;
#65">"Zero Coupon Note" means a Note specified as such in the relevant Final Terms.
- #65">(b) Interpretation: In these Conditions:
  - #65">(i) if the Notes are Zero Coupon Notes, references to Coupons and Couponholders are not applicable;
  - #65">(ii) if Talons are specified in the relevant Final Terms as being attached to the Notes at the time of issue, references to Coupons shall be deemed to include references to Talons;
  - #65">(iii) if Talons are not specified in the relevant Final Terms as being attached to the Notes at the time of issue, references to Talons are not applicable;
  - #65">(iv) any reference to principal shall be deemed to include the Redemption Amount, any additional amounts in respect of principal which may be payable under Condition 11 (Taxation), any premium payable in respect of a Note and any other amount in the n...
  - #65">(v) any reference to interest shall be deemed to include any additional amounts in respect of interest which may be payable under Condition 11 (Taxation) and any other amount in the nature of interest payable pursuant to these Conditions;
  - #65">(vi) references to Notes being "outstanding" shall be construed in accordance with the Agency Agreement;
  - #65">(vii) if an expression is stated in Condition 2(a) to have the meaning given in the relevant Final Terms, but the relevant Final Terms gives no such meaning or specifies that such expression is "not applicable" then such expression is not applicable t...
  - #66">(viii) any reference to the Agency Agreement shall be construed as a reference to the Agency Agreement, as amended and/or supplemented up to and including the Issue Date of the Notes.
#66">3. Form, Denomination and Title
#66">4. Status
#66">5. Negative Pledge
#66">6. Fixed Rate Note Provisions
- #66">(a) Application: This Condition 6 (Fixed Rate Note Provisions) is applicable to the Notes:
  - #66">(i) if the Fixed Rate Note Provisions are specified in the relevant Final Terms as being applicable; or
  - #66">(ii) if the Fixed-Floating Rate Note Provisions or the Floating-Fixed Rate Note Provisions are specified in the relevant Final Terms as being applicable, in respect of those Interest Periods for which the Fixed Rate Note Provisions are stated to apply.
- #67">(b) Accrual of interest: The Notes bear interest from the Interest Commencement Date at the Rate of Interest payable in arrear on each Interest Payment Date, subject as provided in Condition 10 (Payments). Each Note will cease to bear interest from t...
- #67">(c) Fixed Coupon Amount: The amount of interest payable in respect of each Note for any Interest Period shall be the relevant Fixed Coupon Amount and, if the Notes are in more than one Specified Denomination, shall be the relevant Fixed Coupon Amou...
- #67">(d) Calculation of interest amount: The amount of interest payable in respect of each Note for any period for which a Fixed Coupon Amount is not specified shall be calculated by applying the Rate of Interest to the Calculation Amount, multiplying th...
#67">7. Floating Rate Note Provisions
- #67">(a) Application: This Condition 7 (Floating Rate Note Provisions) is applicable to the Notes:
  - #67">(i) if the Floating Rate Note Provisions are specified in the relevant Final Terms as being applicable; or
  - #67">(ii) if the Fixed-Floating Rate Note Provisions or the Floating-Fixed Rate Note Provisions are specified in the relevant Final Terms as being applicable, in respect of those Interest Periods for which the Floating Rate Note Provisions are stated to ap...
- #67">(b) Accrual of interest: The Notes bear interest from the Interest Commencement Date at the Rate of Interest payable in arrear on each Interest Payment Date, subject as provided in Condition 10 (Payments). Each Note will cease to bear interest from th...
- #68">(c) Screen Rate Determination: If Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate(s) of Interest is/are to be determined, the Rate of Interest applicable to the Notes for each Interest Period will be ...
  - #68">(i) if the Reference Rate is a composite quotation or customarily supplied by one entity, the Calculation Agent will determine the Reference Rate which appears on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination ...
  - #68">(ii) in any other case, the Calculation Agent will determine the arithmetic mean of the Reference Rates which appear on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination Date;
  - #68">(iii) if, in the case of (i) above, such rate does not appear on that page or, in the case of (ii) above, fewer than two such rates appear on that page or if, in either case, the Relevant Screen Page is unavailable:
    - #68">(A) the Issuer and/or an independent advisor appointed by the Issuer will request the principal Relevant Financial Centre office of each of the Reference Banks to provide a quotation of the Reference Rate at approximately the Relevant Time on the Inte...
    - #68">(B) the Calculation Agent will determine the arithmetic mean of such quotations; and
  - #68">(iv) if fewer than two such quotations are provided as requested, the Calculation Agent will determine the arithmetic mean of the rates (being the nearest to the Reference Rate, as determined by the Calculation Agent) quoted by major banks in the Prin...
#68">and the Rate of Interest for such Interest Period shall be the sum of the Margin and the rate or (as the case may be) the arithmetic mean so determined; provided, however, that if the Calculation Agent is unable to determine a rate or (as the case may...
- #69">(v) (1) If the Issuer or the Calculation Agent determines at any time prior to, on or following any Interest Determination Date, that the Relevant Screen Page on which appears the Reference Rate has been discontinued, or (2) following the adoption of ...
- #69">(vi) The determination of the Replacement Reference Rate and the other matters referred to above by the Reference Rate Determination Agent will (in the absence of manifest error) be final and binding on the Issuer, the Calculation Agent, the Issuing a...
- #70">(vii) If the Reference Rate Determination Agent, acting in good faith, determines that the Relevant Screen Page on which appears the Reference Rate has been discontinued or a decision to withdraw the authorisation or registration as set out in Article...
- #70">(viii) The Reference Rate Determination Agent may be (a) a leading bank or a broker-dealer in the principal financial centre of the Specified Currency (which may include one of the Dealers involved in the issue of the Notes) as appointed by the Issuer...
- #70">(d) ISDA Determination: If ISDA Determination is specified in the relevant Final Terms as the manner in which the Rate(s) of Interest is/are to be determined, the Rate of Interest applicable to the Notes for each Interest Period will be the sum of th...
  - #70">(i) the Floating Rate Option (as defined in the ISDA Definitions) is as specified in the relevant Final Terms;
  - #70">(ii) the Designated Maturity (as defined in the ISDA Definitions) is a period specified in the relevant Final Terms; and
  - #70">(iii) the relevant Reset Date (as defined in the ISDA Definitions) is either (A) if the relevant Floating Rate Option is based on the London inter-bank offered rate (LIBOR) for a currency, the first day of that Interest Period or (B) in any other case...
- #70">(e) Maximum or Minimum Rate of Interest: If any Maximum Rate of Interest or Minimum Rate of Interest is specified in the relevant Final Terms, then the Rate of Interest shall in no event be greater than the maximum or be less than the minimum so speci...
- #71">(f) Calculation of Interest Amount: The Calculation Agent will, as soon as practicable after the time at which the Rate of Interest is to be determined in relation to each Interest Period, calculate the Interest Amount payable in respect of each Not...
- #71">(g) Publication: The Calculation Agent will cause each Rate of Interest and Interest Amount determined by it, together with the relevant Interest Payment Date, and any other amount(s) required to be determined by it together with any relevant payment...
- #71">(h) Notifications etc: All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition by the Calculation Agent will (in the absence of manifest e...
#71">8. Zero Coupon Note Provisions
- #71">(a) Application: This Condition 8 (Zero Coupon Note Provisions) is applicable to the Notes only if the Zero Coupon Note Provisions are specified in the relevant Final Terms as being applicable.
- #71">(b) Late payment on Zero Coupon Notes: If the Redemption Amount payable in respect of any Zero Coupon Note is improperly withheld or refused, the Redemption Amount shall thereafter be an amount equal to the sum of:
  - #71">(i) the Reference Price; and
  - #71">(ii) the product of the Accrual Yield (compounded annually) being applied to the Reference Price on the basis of the relevant Day Count Fraction from (and including) the Issue Date to (but excluding) whichever is the earlier of (i) the day on which al...
#72">9. Redemption and Purchase
- #72">(a) Scheduled redemption: Unless previously redeemed, or purchased and cancelled, the Notes will be redeemed at their Final Redemption Amount on the Maturity Date, subject as provided in Condition 10 (Payments).
- #72">(b) Redemption for tax reasons: The Notes may be redeemed at the option of the Issuer in whole, but not in part:
  - #72">(i) at any time (if neither the Floating Rate Note Provisions nor the Index-Linked Interest Note Provisions are specified in the relevant Final Terms as being applicable, and provided that if either the Floating-Fixed Rate Note Provisions or the Fixed...
  - #72">(ii) on any Interest Payment Date (if either the Floating Rate Note Provisions or the Index-Linked Interest Note Provisions are specified in the relevant Final Terms as being applicable),
    - #72">(A) the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 11 (Taxation) as a result of any change in, or amendment to, the laws or regulations of any Relevant Jurisdiction or any political subdivision ...
    - #72">(B) such obligation cannot be avoided by the Issuer taking reasonable measures available to it,
      - #72">(1) where the Notes may be redeemed at any time, 90 days (or such other period as may be specified in the relevant final terms) prior to the earliest date on which the Issuer would be obliged to pay such additional amounts if a payment in respect of t...
      - #73">(2) where the Notes may be redeemed only on an Interest Payment Date, 60 days (or such other period as may be specified in the relevant final terms) prior to the Interest Payment Date occurring immediately before the earliest date on which the Issuer ...
- #73">(c) Redemption at the option of the Issuer: If the Call Option is specified in the relevant Final Terms as being applicable, the Notes may be redeemed at the option of the Issuer in whole or, if so specified in the relevant Final Terms, in part on any...
- #73">(d) Partial redemption: If the Notes are to be redeemed in part only on any date in accordance with Condition 9(c) (Redemption at the option of the Issuer), the Notes to be redeemed shall be selected by the drawing of lots in such place as the Fiscal...
- #73">(e) Clean-Up Call Option: If the Clean-up Call Option (defined herein) is specified in the relevant Final Terms as being applicable, in the event that at least 80 per cent. of the initial aggregate principal amount of the Notes has been purchased and ...
- #74">(f) Redemption at the option of Noteholders: If the Put Option is specified in the relevant Final Terms as being applicable, the Issuer shall, at the option of the holder of any Note redeem such Note on the Optional Redemption Date (Put) specified in ...
- #74">(g) Redemption at the option of Noteholders upon a Change of Control Put Event: If at any time while the Notes remain outstanding a Change of Control Put Event occurs, the holder of any Note will have the option (unless, prior to the giving of the Ch...
- #75">(h) No other redemption: The Issuer shall not be entitled to redeem the Notes otherwise than as provided in paragraphs (a) to (g) above.
- #75">(i) Early redemption of Zero Coupon Notes: Unless otherwise specified in the relevant Final Terms, the Redemption Amount payable on redemption of a Zero Coupon Note at any time before the Maturity Date shall be an amount equal to the sum of:
  - #75">(i) the Reference Price; and
  - #75">(ii) the product of the Accrual Yield (compounded annually) being applied to the Reference Price from (and including) the Issue Date to (but excluding) the date fixed for redemption or (as the case may be) the date upon which the Note becomes due and...
- #75">(j) Purchase: The Issuer and any of its Subsidiaries may at any time purchase Notes in the open market or otherwise and at any price (provided that they are purchased together with all unmatured Coupons relating to them).
- #75">(k) Cancellation: All Notes redeemed pursuant to the Conditions and any unmatured Coupons attached to or surrendered with them will be cancelled and may not be re-issued or resold. All Notes purchased in accordance with Condition 9(j) (Purchase) and a...
#76">10. Payments
- #76">(a) Principal: Payments of principal shall be made only against presentation and (provided that payment is made in full) surrender of Notes at the Specified Office of any Paying Agent outside the United States by cheque drawn in the currency in which...
- #76">(b) Interest: Payments of interest shall, subject to paragraph (h) below, be made only against presentation and (provided that payment is made in full) surrender of the appropriate Coupons at the Specified Office of any Paying Agent outside the Unite...
- #76">(c) Payments in New York City: Payments of principal or interest may be made at the Specified Office of a Paying Agent in New York City if (i) the Issuer has appointed Paying Agents outside the United States with the reasonable expectation that such ...
- #76">(d) Payments subject to fiscal laws: All payments in respect of the Notes are subject in all cases to (i) any applicable fiscal or other laws and regulations in the place of payment, but without prejudice to the provisions of Condition 11 (Taxation) ...
- #76">(e) Deductions for unmatured Coupons: If the relevant Final Terms specifies that the Fixed Rate Note Provisions are applicable and a Note is presented without all unmatured Coupons relating thereto:
  - #76">(i) if the aggregate amount of the missing Coupons is less than or equal to the amount of principal due for payment, a sum equal to the aggregate amount of the missing Coupons will be deducted from the amount of principal due for payment; provided, ho...
  - #77">(ii) if the aggregate amount of the missing Coupons is greater than the amount of principal due for payment:
    - #77">(A) so many of such missing Coupons shall become void (in inverse order of maturity) as will result in the aggregate amount of the remainder of such missing Coupons (the "Relevant Coupons") being equal to the amount of principal due for payment; provi...
    - #77">(B) a sum equal to the aggregate amount of the Relevant Coupons (or, if less, the amount of principal due for payment) will be deducted from the amount of principal due for payment; provided, however, that, if the gross amount available for payment is...
- #77">(f) Unmatured Coupons void: If the relevant Final Terms specifies that this Condition 10(f) is applicable or that the Floating Rate Note Provisions or the Index-Linked Interest Note Provisions are applicable, on the due date for final redemption of an...
- #77">(g) Payments on business days: If the due date for payment of any amount in respect of any Note or Coupon is not a Payment Business Day in the place of presentation, the holder shall not be entitled to payment in such place of the amount due until th...
- #77">(h) Payments other than in respect of matured Coupons: Payments of interest other than in respect of matured Coupons shall be made only against presentation of the relevant Notes at the Specified Office of any Paying Agent outside the United States (...
- #77">(i) Partial payments: If a Paying Agent makes a partial payment in respect of any Note or Coupon presented to it for payment, such Paying Agent will endorse thereon a statement indicating the amount and date of such payment.
- #77">(j) Exchange of Talons: On or after the maturity date of the final Coupon which is (or was at the time of issue) part of a Coupon Sheet relating to the Notes, the Talon forming part of such Coupon Sheet may be exchanged at the Specified Office of the...
#78">11. Taxation
- #78">(a) Gross up:
  - #78">(i) in the case of any Note and/or Coupon presented for payment by or on behalf of a holder who is liable to such Taxes in respect of such Note or Coupon by reason of his having some connection with the Relevant Jurisdiction other than the mere holdin...
  - #78">(ii) if such Note or Coupon is presented for payment more than 30 days after the Relevant Date except to the extent that the holder of it would have been entitled to such additional amounts on presenting such Note or Coupon for payment on the last day...
  - #78">(iii) in the case of a Note and/or Coupon presented for payment in the Republic of Italy; or
  - #78">(iv) in the case of a Note and/or Coupon presented for payment by or on behalf of a holder who would not be liable or subject to the withholding or deduction by making a declaration of non-residence or other similar claim for exemption to the relevant...
  - #78">(v) where such withholding or deduction is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive, law or agreement implementing or complying with, or introduced in order to conform to, such Directive; or
  - #78">(vi) in the case of any Note and/or Coupon presented for payment by or on behalf of a Noteholder or a Couponholder who would have been able to avoid such withholding or deduction by presenting the relevant Note or Coupon to another Paying Agent in a M...
  - #79">(vii) in relation to any payment or deduction of any interest, principal or other proceeds of any Note or Coupon on account of imposta sostitutiva pursuant to Italian Legislative Decree No. 239 of 1st April 1996 ("Decree No. 239") and any related impl...
  - #79">(viii) in the event of payment to a non-Italian resident legal entity or a non-Italian resident individual, to the extent that interest or other amounts are paid to a non-Italian resident legal entity or a non-Italian resident individual which is resi...
#79">12. Events of Default
- #79">(a) Non-payment: the Issuer (1) fails to pay any amount of principal in respect of the Notes when due and such failure continues for a period of seven days, or (2) fails to pay any amount of interest in respect of the Notes when due and such failure c...
- #79">(b) Breach of other obligations: without prejudice to Condition 12(a), the Issuer does not perform or comply with any one or more of its other obligations in the Notes which default is incapable of remedy or is not remedied within 30 days after notice...
- #79">(c) Cross-default of Issuer or Subsidiary:
  - #79">(i) any other Indebtedness for Borrowed Money (other than Project Finance Indebtedness) of the Issuer or any of its Material Subsidiaries becomes due and payable prior to its stated maturity by reason of any actual or potential default, event of defau...
  - #79">(ii) any such Indebtedness for Borrowed Money (other than Project Finance Indebtedness) is not paid when due or, as the case may be, within any applicable grace period, or
  - #79">(iii) the Issuer or any of its Material Subsidiaries fails to pay when due any amount payable by it under any present or future guarantee for, or indemnity in respect of, any Indebtedness for Borrowed Money (other than Project Finance Indebtedness),
- #80">(d) Enforcement: a distress, attachment, execution or other legal process is levied, enforced or sued out on or against all or a substantial part of the property, assets or revenues of the Issuer or any of its Material Subsidiaries and is not dischar...
- #80">(e) Security enforced: any mortgage, charge, pledge, lien or other encumbrance, created or assumed by the Issuer or any of its Material Subsidiaries in respect of all or a substantial part of the property, assets or revenues of the Issuer becomes enf...
- #80">(f) Insolvency etc: the Issuer or any of its Material Subsidiaries is (or is, or could be, deemed by law or a court to be) insolvent or bankrupt or unable to pay its debts, stops, suspends or threatens to stop or suspend payment of all or a material ...
- #80">(g) Winding up etc: an order is made or an effective resolution passed for the winding-up or dissolution of the Issuer or any of its Material Subsidiaries, or the Issuer ceases or threatens to cease to carry on all or substantially all of its busines...
- #80">(h) Analogous event: any event occurs which under the laws of any relevant jurisdiction has an analogous effect to any of the events referred to in the paragraphs above.
#80">13. Prescription
#80">14. Replacement of Notes and Coupons
#81">15. Agents
- #81">(a) the Issuer shall at all times maintain a Fiscal Agent; and
- #81">(b) the Issuer shall at all times maintain a paying agent in an EU member state that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC; and
- #81">(c) if a Calculation Agent is specified in the relevant Final Terms, the Issuer shall at all times maintain a Calculation Agent; and
- #81">(d) if and for so long as the Notes are admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system which requires the appointment of a Paying Agent in any particular place, the Issuer shall maintai...
#81">16. Meetings of Noteholders; Noteholders Representative; Modification and Waiver
- #81">(a) Meetings of Noteholders: the Fiscal Agency Agreement contains provisions for convening meetings of Noteholders to consider matters relating to the Notes, including the modification of any provision of these Conditions. Any such modification may b...
- #81">In relation to the convening of meetings, quorums and the majorities required to pass an Extraordinary Resolution, the following provisions shall apply in respect of the Notes but are subject to compliance with mandatory laws, legislation, rules and r...
  - #82">(i) a meeting of Noteholders may be convened by the Issuer and/or the Noteholders Representative (as defined below) and shall be convened by either of them upon the request in writing of Noteholders holding not less than one twentieth of the aggregat...
  - #82">(ii) a meeting of Noteholders will be validly held (subject to any mandatory laws, legislation, rules and regulations of Italian law, as well as the Issuers by-laws, in force from time to time) if: (a) in respect of a meeting convened to pass a resol...
  - #82">(iii) the majority required to pass an Extraordinary Resolution at any meeting (including any adjourned meeting) convened to vote on any resolution will be (a) for voting on any matter other than a Reserved Matter, one or more persons holding or repre...
- #82">(b) Noteholders Representative: a representative of the Noteholders (rappresentante comune) (the "Noteholders Representative"), subject to applicable provisions of Italian law, may be appointed pursuant to Article 2417 of the Italian Civil Code in ...
- #83">(c) Modification: the parties to the Agency Agreement may agree, without the consent of the Noteholders or the Couponholders, to (i) any modification of any provision of the Agency Agreement which is of a formal, minor or technical nature or is made ...
#83">17. Further Issues
#83">18. Notices
#83">19. Currency Indemnity
#84">20. Rounding
- #84">For the purposes of any calculations referred to in these Conditions (unless otherwise specified in these Conditions or the relevant Final Terms), (a) all percentages resulting from such calculations will be rounded, if necessary, to the nearest one h...
#84">21. Governing Law and Jurisdiction
- #84">(a) Governing law: The Notes and any non-contractual obligations arising out of or in connection with the Notes are governed by English law. Conditions 16(a) and 16(b) are subject to compliance with mandatory provisions of Italian law.
- #84">(b) English courts: The courts of England have exclusive jurisdiction to settle any dispute (a "Dispute") arising out of or in connection with the Notes (including any non-contractual obligation arising out of or in connection with the Notes ).
- #84">(c) Appropriate forum: The Issuer agrees that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that it will not argue to the contrary.
- #84">(d) Rights of the Noteholders to take proceedings outside England: Condition 21(b) (English courts) is for the benefit of the Noteholders only. As a result, nothing in this Condition 21 (Governing law and jurisdiction) prevents any Noteholder from t...
- #84">(e) Process agent: The Issuer agrees that the documents which start any Proceedings and any other documents required to be served in relation to those Proceedings may be served on it by being delivered to Law Debenture Corporate Services Limited at ...
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- #109">(1) Lazio, where ACEA ATO 2 and ACEA ATO 5, respectively, provide their services in the provinces of Rome and Frosinone;
- #109">(2) Campania, where Gori S.p.A. ("Gori") provides water services in part of the province of Salerno and in part of the province of Naples;
- #109">(3) Tuscany, where the Group operates in the province of Pisa through Acque S.p.A., in the province of Florence through Publiacqua S.p.A., in the province of Arezzo through Nuove Acque S.p.A., in the provinces of Siena and Grosseto through Acquedotto ...
- #110">(4) Umbria, where the Group operates in the province of Perugia through Umbra Acque S.p.A. and in the province of Terni through Umbriadue Servizi Idrici S.c.a.r.l.
  - #114">The increase in EBITDA is a result of the tariff dynamics of electricity distribution sector due to the tariff updates of the fifth regulatory period and of the increase of net accounting, the mechanism through which the invested capital of electricit...
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- #132">(i) the Related Party Committee (composed of Fabrice Rossignol, Gabriella Chiellino, Massimiliano Capece Minutolo).
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- #152">The new tariff method from 2016 to 2019: Resolution-No. 664/2015/R/IDR
  - #152">(a) Main directives from the determination to be highlighted:
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  - #153">(b) Net Capital Employed:
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  - #153">(c) Operating Costs:
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  - #153">(d) Financial expenses:
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- #154">a) defines the goals and, acquires the operators proposal concerning the necessary action to take to reach said goals, updating the Plan of Action ("PdI");
- #154">b) prepares the tariff for the second regulatory period 2016-2019;
- #154">c) draws up the Economic-Financial Plan ("PEF");
- #154">d) sends the above document to the ARERA.
- #154">Within 90 days, the ARERA, without prejudice to the need to request further clarification, approves the tariff proposals. The mechanism introduced by ARERA Resolution No. 643/2013/R/IDR was confirmed also for the second regulatory period. This makes i...
- #154">Under the MTI-2 method, tariffs for the year N are determined on the basis of the financial statements for the year N-2 (although some expected updates were introduced before the start of second half-period 2018-2019 with the resolution 918/2017/R/IDR...
- #154">Quality Regulation: Resolution No. 655/2015/R/IDR
- #154">On 28 December 2015, with Resolution No. 655/2015/R/IDR, the ARERA approved the Integrated Text for the regulation of the contractual quality of the SII, in other words each of the single services comprised therein (RQSII). The minimum levels and obje...
- #155">Other resolutions of 2015 that changed the water regulation
- #155">(a) Resolution 515/2015/R/IDR: "Unbundling of the Integrated Water Service or each of the single services in the same … Final guidelines";
- #155">(b) Resolution 656/2015/R/IDR: "Uniform agreement for the regulation of relations between awarding parties and operators for the Integrated Water Service - measures on essential minimum content":
- #155">
  
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- #157">(a) the customers list containing all the information about whose customers are connected to the sewage network;
- #157">(b) amounts paid by the single customer with reference to the tariff component covering waste water treatment;
- #157">(c) all the information related to costs incurred in design, construction and completion of the treatment plants; and
- #157">(d) the calculation of sums paid by end users in connection with waste water management;
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- #157">Regulation First Year: 2016 … ARERA Water Services Activities
- #157">(a) Resolution 137/2016/R/COM: "integration of the accounts unbundling integrated text (TIUC) with the provisions concerning the accounts separation (unbundling) obligations for the water sector":
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- #158">(b) Resolution 218/2016/R/IDR: "Provisions for supplying the measurement service of the integrated water service at a national level":
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- #159">The resolution also includes an integration to the communication obligation to bill users as of 1 January 2017, establishing that the bill must contain the minimum number of meter reading attempts annually in addition to the average annual consumption...
- #159">Regulation second Year: 2017 … ARERA Water Services Activities
- #159">a) Resolution 43/2017/R/IDR - Notice to fulfil the obligations in the field of measuring the use of the integrated water service, approved by Authority Resolution 218/2016/R/IDR
- #159">With this resolution, the Authority notified 47 operators who requested exemption from the application of resolution 218/16 on the measurement of the SII (including Acea Ato 2, Gori, Gesesa and all the Tuscan companies of the Acea Group) to comply by ...
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- #159">A breach of the new terms (subsequent to that laid down in the resolution 218/16) is prerequisite for the launch of a formal investigation aimed at the adoption of disciplinary measures characterized by the serious nature of the breach due to the impo...
- #159">b) Resolution 665/2017/R/IDR "Approval of the integrated text on water fees (TICSI) laying down the criteria for the tariff structure applied to users"
- #159">The measure, adopted after a structured consultation process, defines the principles and guidelines for reorganizing the fees in the interests of streamlining the types (and sub-types) of use … whether domestic or non-domestic … as well as of the homo...
- #160">For the collection and purification tariff of industrial wastewater, the application of a trinomial structure based on a fixed amount is envisaged (entirely attributed to the sewerage service), "capacity" amount (entirely attributed to sewerage) and v...
- #160">The new rules for reorganizing the final user rates, including the application of the trinomial structure of the tariff for the collection and purification of industrial waste, apply as of 1 January 2018, postponing until 2020 (in coordination with th...
- #160">c) Resolutions 917/2017/R/IDR … Adjustment of the technical quality of the Integrated Water Service or of each of the individual services that it comprises (RQTI)
- #160">With this measure, the Authority has defined the rules on the technical quality of the SII with an approach that takes into account the specific conditions of the various contexts in order to identify the correct and effective stimuli to promote benef...
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- #161">Each macro-indicator is associated with a classification table which allows the relevant class to be identified and the consequent annual objectives that the operator is required to achieve, articulated into maintenance objectives of the highest class...
- #161">A system of incentives is applied, structured into awards and penalties to be allocated from the year 2020, according to the performance of operators recorded in each of the two previous years and with three assessment stages (basic, advanced and exce...
- #161">The hedging of costs related to compliance with the specific standards and the achievement of the objectives set out in the Technical Quality takes place as determined by the tariff method (MTI-2), as supplemented by resolution 918/2017/R/IDR. In part...
- #161">The resolution provides for the application of the system of indicators based on the Technical Quality …as well as the start of their monitoring … starting on 1 January 2018 (based on the value assumed by the macro-indicators in the year 2016, while f...
- #161">The incentive-based mechanism (awards/penalty) is planned to enter into force for the sole macro-indicator M2 from 2020, without prejudice to the monitoring obligation.
- #161">The definition of the timescales and procedures for reporting the data monitored and the Technical Manual have been postponed until subsequent measures.
- #161">d) Resolution 918/2017/R/IDR - Biennial update of the tariff arrangements of the integrated water service
- #161">After the consultation in November 2017 (DCO 767/2017/R/IDR) the Authority issued the final measure that defines the rules and procedures for the purposes of the biennial update (2018-2019) of the tariff arrangements of the integrated water service, i...
- #162">e) Budget Law 2018 (Law 205 of 27 December 2017)
- #162">As regards the Integrated Water Service, Law 205 of 27 December 2017 approved the so-called amendment on "maxibollette" (maximum bills), reducing the period of limitation of the right to remuneration water service supply contracts in relations between...
- #162">The ATO 2 new tariff approval: Resolution No. 674/2016/R/IDR
- #162">By resolution 674/2016/R/IDR, the ARERA approved the specific regulatory schemes, aimed at managing ACEA ATO 2 2016-2019 tariffs. In particular, the ARERA has accepted an instance, proposed by the Technical Secretary of the Ente dAmbito, for the cont...
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- #162">ARERA welcomed the proposal, yet to be resolved upon, by the Conference of Mayors, relating to the use of the solidarity fund, available as at 31 December 2015 (Euro 13.2 million), to further reduce the balance already approved in the previous regulat...
- #163">In 2018, for the purposes of recalculating tariffs as set forth under Resolution 918/2017/R/IDR of 27 December 2017, "Biennial update of the tariff arrangements of the integrated water service", ACEA ATO2 has been proceeding with the biennial update o...
- #163">Other resolutions of 2017 in the water regulation
- #163">a) Resolution 897/2017/R/IDR: "Approval of the integrated text of the application modalities of the social water bonus for the supply of water to economically disadvantaged domestic users":
- #163">With the TIBSI the AEEGSI establishes the social water bonus confirming most of the orientations expressed during the consultation process (DCO 470/2017 and 747/2017).
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- #164">In 2018, the procedures for applying the social water bonus have been defined (resolution n. 227/2018/R/IDR) for domestic users living in conditions of economic hardship. The provision, in particular, regulates the information flows, the exchange of d...
- #164">b) Resolution 900/2017/R/IDR: "Extension of the availment of Single Buyer S.p.A. to the water sector, implementing the resolution of the Authority 622/2017/E/IDR"
- #164">The measure complements the regulatory framework for the extension of the protection system expanding the AUs recourse activities also to the water sector (with charges incurred by the "Account for the promotion of the quality of the aqueduct, sewera...
- #164">Regulation Year 2018 … ARERA Water Services Activities
- #164">a) Resolution 25/2018/R/IDR - Initiation of the proceeding concerning the necessary and urgent interventions for the water sector for the definition of the "Aqueducts" section of the national plan, referred to in Article 1, paragraph 516 of Italian La...
- #165">b) DCO 80/2018/R/IDR - Procedures for the containment of arrears for the integrated water service
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- #165">c) Resolution 1/2018/DSID - Definition of the procedures for the collection of technical and tariff data, as well as the standard forms for the report accompanying the programme of works and updating the tariff provisions for the years 2018 and 2019, ...
- #166">d) Resolution 57/2018/A - Approval of the organisation and operation regulations of the new ARERA organisational structure
- #166">e) Resolution 9/2018 - DACU Changes to the regulation of the operators - managers portal and to the user manual as per the resolution of 5 January 2017, 1/DCCA/2017
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- #167">f) Resolution 14/2018 - DACU Approval of the detailed procedures for the validation of Social Water Bonus requests and the procedures for the recognition of the One-Off quota as per Resolution 21 December 2017, 897/2017/R/IDR as amended.
- #168">g) Document for consultation 573/2018/R/IDR of 13 November 2018 - Control of the implementation of planned investments for the integrated water service
  - #168">(i) assessing the possible benefits achieved by the manager through the use of regulatory schemes for the promotion of investments even in the presence of their non-execution;
  - #168">(i) taking into account the outcome of the monitoring of the causes of deviations between the investments made and those planned, articulating the current system of rules possibly by providing for the mere recovery of the possible benefits in the abse...
  - #168">(ii) defining further rules that put the managers in charge of differentiated efficiency improvements due to the relative effectiveness in carrying out the planned investments.
- #168">h) Resolution 34/2019 … Start of procedure for the definition of the water tariff method for the third regulatory period (MTI-3), getting together with the procedure pursuant to Authority Resolution 518/2018/R/IDR
- #168">Waste business
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- #171">(a) public services awarded by a local public authority, without any public tender, to "in house" companies13F or, in any case, local public services assigned by the authority without any public tender to companies which do not meet the "in house" re...
- #171">(a) local public services awarded to public-private companies, where the private partner has been selected through tenders which did not have as their object (i) the award of the position as shareholder and, at the same time, (ii) the award to the pri...
- #171">(b) local public services awarded to companies whose share capital is owned both by public and private partners, where the private partner was selected through competitive procedures, for the purposes, at the same time, of selecting the private partne...
- #171">(c) local public services which, as of 1 October 2003, had been awarded directly to companies in which public entities have a shareholding and listed in official stock exchanges as of the same date, as well as to their subsidiaries pursuant to Article...
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- #172">(i) Article 23-bis of Law Decree no. 112 of 25 June 2008, (converted with amendments into Law no. 133 of 6 August 2008) has been repealed by the above-mentioned referendum; and
- #172">(ii) Article 113 of Decree 267/2000, for the part abrogated by Article 23-bis16F , cannot be revived, according to the above-mentioned Constitutional Court decision No. 24/2011,
- #173">(1) to private companies, selected by means of a public bidding procedure;
- #173">(2) directly to public-private companies, should the private partner be selected through a tender having as its object (i) the award of the position as shareholder and, at the same time, (ii) the award to the private shareholder of operational tasks c...
- #173">(3) directly to companies wholly-owned by public entities if the sole purpose of such companies is to supply services to those public entities and if the awarding authority may exert over the concessionaire public company the same control that the aut...
#173">Since the beginning of 2018, ARERA, in order to comply with Law No. 205 of 27 December 2017 ("State Budget for the financial year 2018 and multi-year budget for the three-year period 2018-2020"), which attributes to the Authority regulatory and contro...
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- #175">(i) unbundling of the Transmission System Operator (TSO). In the electricity sector, the unbundling between grid ownership and generation activity has been confirmed and the TSO is expressly prohibited from operating power generation plants. For the g...
- #175">(ii) integration of renewable energy sources generation into the electrical system more efficiently; and
- #175">(iii) exemption from the third party access ("TPA") obligation in respect of new interconnection infrastructure.
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- #190">(a) for the duration of the outages:
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  - #190">(b) for the number of outages without long or short-term warning: confirmation of the bonuses/penalties regulation with long-term objectives transferred to the end of the new regulatory period for long-term objectives;
  - #191">(c) on the subject of voltage quality, the foundations were laid for introducing a specific standard on transient outages and loss of voltage for medium voltage customers and for new initiatives concerning the conformity of the effective supply voltag...
  - #191">(a) reduction of maximum response times for services requested by end users concerning the estimation and performance of work;
  - #191">(b) development of fast estimate services (via telephone, managed by seller);
  - #191">(c) introduction of some basic criteria for drawing up agreements between distributors and applicants for mass connection and activations.
  - #191">(a) the current bracketed structure will remain in force for all of 2016 but, for the tariffs of transmission, distribution and metering services only, the rates will be recalculated to reduce the amount of the cross-subsidy in force today between low...
  - #191">(b) from 1 January 2017, however:
  - #192">(a) contractual demand levels that are higher than those current used will be introduced;
  - #192">(b) when the regulations of the above letter come into force, for a period of at least 24 months, the amount of connection contributions and flat rates the customer pays the distributor for remote changes to power demand, without the need for action t...
  - #192">(a) when defining PCV levels, aligned cost values related to acquiring customers and marketing with those identified within the scope of the definition of the QVD component and reduced the number of days of average exposure, resulting in a slight incr...
  - #192">(b) in relation to the RCV component, it introduced further differentiation of the components in order to consider the effect of size, estimating a value (RCV) for separate companies supplying over 10 million withdrawal points for end users, and a val...
  - #193">(a) required, not only for 2015 but also for 2014, the introduction of a transitional mechanism to cover operating costs other than arrearage, which considers the so-called size effect; protected categories market operators who supply over 10 million ...
  - #193">(b) for 2015, confirmed the mechanism to compensate for arrearage, already provided for transitionally by article 16ter of the Retail Service Code for 2014, for protected categories market operators who supply over 10 million withdrawal points and mee...
  - #193">(c) revised the level of the DISPbt component in order to consider customers leaving the protected categories market and, for domestic customers, in coherence with the differentiation of fees for the distribution service for the consumption brackets r...
  - #193">(d) required the annual revision of PCV and RCV values, coming into effect from 1 January of the year of reference. In particular, with reference to the protected categories market, any costs as a consequence of the introduction of debranding measures...
  - #193">(e) referred the regulation of a specific equalisation mechanism to guarantee the potential risk involved in failure to cover fixed costs when an end user leaves the protected categories market, to be applied from 2016, to a subsequent measure.
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  - #217">(i) interest, premium and other income relating to notes are not entirely linked to the economic performance of the Issuer or of other companies belonging to the same group as the Issuer or of the business in relation to which the Notes have been issued;
  - #217">(ii) bonds and debentures similar to bonds are securities that incorporate an unconditional obligation to pay, at redemption, an amount not lower than their nominal value and which do not grant the holder any direct or indirect right of participation ...
  - #224">(a) transfers in favour of spouses and direct descendants or direct ancestors are subject to an inheritance and gift tax applied at a rate of 4 per cent. on the value of the inheritance or the gift exceeding, for each beneficiary, 1,000,000;
  - #224">(b) transfers in favour of relatives to the fourth degree or relatives in law to the third degree, are subject to an inheritance and gift tax applied at a rate of 6 per cent. on the entire value of the inheritance or the gift. Transfers in favour of b...
  - #224">(c) any other transfer is, in principle, subject to an inheritance and gift tax applied at a rate of 8 per cent. on the entire value of the inheritance or the gift.
#231">Prohibition of Sales to EEA Retail Investors
#231">Unless the Final Terms in respect of any Notes specifies the "Prohibition of Sales to EEA Retail Investors" as "Not Applicable", each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represe...
- #231">(a) the expression "retail investor" means a person who is one (or more) of the following:
  - #231">(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or
  - #231">(ii) a customer within the meaning of Directive 2002/92/EC (as amended or superseded, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
#231">If the Final Terms in respect of any Notes specifies "Prohibition of Sales to EEA Retail Investors" as "Not Applicable", in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant ...
- #231">(b) Qualified investors: at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;
- #232">(c) Fewer than 150 offerees: at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issu...
- #232">(d) Other exempt offers: at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive.
#232">provided that no such offer of Notes referred to in (a) to (c) above shall require the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus ...
#232">For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and th...
- #232">(a) No deposit-taking: in relation to any Notes having a maturity of less than one year:
  - #232">(i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business ; and:
  - #232">(ii) it has not offered or sold and will not offer or sell any Notes other than to persons:
    - #232">(A) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or
    - #232">(B) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses,
- #232">(b) Financial promotion : it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) receive...
- #233">(c) General compliance: it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.
- #233">(a) made by investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with Legislative Decree No. 385 of 1 September 1993 as amended, Legislative Decree No. 58 of 24 February 1998, ...
- #233">(b) in compliance with Article 129 of Legislative Decree No. 385 of 1 September 1993, as amended, pursuant to which the Bank of Italy may request information on the issue or the offer of securities in the Republic of Italy and the relevant implementin...
- #233">(c) in compliance with any other applicable laws and regulations or requirement imposed by CONSOB (including, but not limited to, CONSOB Regulation No. 11971 of 14 May 1999, as amended) or another Italian authority.
- #236">(a) the by-laws (Statuto) of the Issuer;
- #236">(b) the audited consolidated financial statements of the Issuer for the years ended 31 December 2017 and 2018;
- #236">(c) the most recent annual consolidated financial information of the Issuer published from time to time, commencing with its audited annual consolidated financial statements as at and for the year ended 31 December 2018;
- #236">(d) the Agency Agreement;
- #236">(e) the Deed of Covenant;
- #236">(f) the Programme Manual (which contains the forms of the Notes in global and definitive form); and
- #236">(g) the Issuer-ICSDs Agreement (which is entered into between the Issuer and Euroclear and/or Clearstream with respect to the settlement in Euroclear and/or Clearstream of Notes in New Global Note form).