The issue of the Notes was duly authorised by a resolution of the Board of Directors of the Issuer dated April 21, 2022.
Listing and Admission to Trading
Application has been made to Euronext Dublin for the Notes to be admitted to the Official List and trading on its Regulated Market and to Borsa Italiana S.p.A. for the listing and trading of the Notes on the MOT. The Regulated Market and the MOT are regulated markets for the purposes of MiFID II.
Arthur Cox Listing Services Limited is acting solely in its capacity as Irish listing agent for the Issuer in relation to only the admission to listing of the Notes on the Regulated Market and is not itself seeking admission of the Notes to the Official List of Euronext Dublin or to trading on the Regulated Market of Euronext Dublin.
Eurosystem Eligibility
The Notes are issued in NGN form and intended to be held in a manner which would allow Eurosystem eligibility.
This simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue of the Notes or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.
Clearing Systems
The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg. The ISIN of the Notes is XS2455938212 and the Common Code is 245593821.The address of Euroclear is Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, B-1210 Brussels, Belgium and the address of Clearstream, Luxembourg is Clearstream Banking, 42 Avenue JF Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg. Legal Entity Identifier (LEI)
The Issuer’s Legal Entity Identifier (LEI) is 81560090173FFC67B069. The CFI Code for the Notes is DBFXFB Significant or Material Change
There has been no significant change in the financial position or financial performance of the Group since December 31, 2021 and there has been no material adverse change in the prospects of the Issuer or the Group since December 31, 2021.
Legal Proceedings
Save as disclosed in section “Description of the Issuer – Legal Proceedings” of this Prospectus, the Issuer is not or has not been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) in the 12 months preceding the date of this document which may have, or have in such period had, a significant effect on the financial position or profitability of the Issuer and/or the Group.
Independent Auditors
KPMG S.p.A. (KPMG) has audited, in accordance with International Standards on Auditing (ISA Italia) implemented in accordance with Article 11 of Legislative Decree No. 39 dated 27 January 2010, the Issuer’s consolidated financial statements for the financial years ended on December 31, 2021 and 2020 as stated in the English translation of their reports incorporated by reference herein. The financial statements as of December 31, 2021 and December 31, 2020 and for the years then ended were prepared in accordance with IFRS as adopted in the European Union Regulation No. 1606/2002 and the requirements of Italian regulations issued pursuant to Article 9 of Italian Legislative Decree no. 38/2005. The English translation of the annual financial statements referred to above, together with the English translation of the relevant independent auditors’ report, are incorporated by reference in this Prospectus.
KPMG is authorised and regulated by The Italian Ministry of Economy and Finance (MEF) and registered on the special register of auditing firms held by the MEF. The registered office of KPMG is at Via Vittor Pisani, 25, 20124 Milan, Italy.
KPMG is a member of ASSIREVI, the Italian association of auditing firms.
Legend Concerning US Persons
The Permanent Global Note, definitive Notes and the Coupons will contain the following legend: “Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code”.
Documents Available
For as long as the Notes shall be outstanding, copies of the following documents will, when published, be available in physical format for inspection from the specified office of the Fiscal Agent for the time being in London:
(a) the By-laws (statuto) of the Issuer (with an English translation thereof) (available also on the Issuer’s website, see the following hyperlink: http://www.alerion.it/en/governance/);
(b) the Annual Report 2021 and the Annual Report 2020 (with an English translation thereof), in each case together with the audit reports prepared in connection therewith (the Issuer currently prepares audited consolidated and unconsolidated accounts on an annual basis);
(c) the Agency Agreement (which will be electronically available for viewing also on the Issuer’s website, https://www.alerion.it/en/home/) and the forms of the Global Notes, the Notes in definitive form and the Coupons; and
(d) a copy of this Prospectus, any supplement thereto, if any, and any document incorporated by reference therein.
A copy of this Prospectus will also be electronically available for viewing on the website of Euronext Dublin (https://live.euronext.com/). A copy of the documents incorporated by reference in this Prospectus will be electronically available for viewing on the Issuer’s website (https://www.alerion.it/en/home/).
Notices to Noteholders
For so long as the Notes are listed on the Regulated Market of Euronext Dublin and the MOT segment of Borsa Italiana, all notices to the Noteholders regarding such Notes shall be published on the website of the Issuer, the website of Euronext Dublin (https://live.euronext.com/) and published through the SDIR-NIS system of Borsa Italiana as appointed mechanism for storing and disseminating regulated information.
Interests of natural and legal persons involved in the issue
Affiliates of the Issuer (including its shareholder) have expressed interest in the Notes and may end up subscribing a material amount of Notes or purchasing a material amount of the Notes on the secondary market at price which may differ from the Issue Price.
Potential Conflicts of Interest
The Placement Agent and its affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions (including, without limitation, the provision of loan facilities) with, and may perform services for, the Issuer and their respective affiliates in the ordinary course of business.
In addition, in the ordinary course of their business activities, the Placement Agent and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers.
Such investments and securities activities may involve securities and/or instruments of the Issuer or its affiliates or any entity related to the Notes. The Placement Agent and its affiliates that have a lending relationship with the Issuer routinely hedge their credit exposure to the Issuer consistent with their customary risk management policies.
Typically, the Placement Agent and its affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in the Issuer’s securities,
including potentially the Notes offered hereby. Any such short positions could adversely affect future trading prices of the Notes offered hereby. The Placement Agent and its affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments. In particular, the Placement Agent will receive a commission (as further described under "Sale and Offer of the Notes" above).
Foreign Languages used in the Prospectus
The language of this 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.
Yield
On the basis of the issue price of the Notes of 100 per cent. of their principal amount and a Minimum Interest Rate of 3.25 per cent. per annum, the gross real yield of the Notes is a minimum of 3.25 per cent. on an annual basis.
The final yield will be set out in the Interest Rate and Yield Notice (see “Sale and Offer of the Notes”). The yield indicated in this paragraph is calculated, and the final yield set out in the Interest Rate and Yield Notice will be calculated, as the yield to maturity as at the Issue Date of the Notes and will not be an indication of future yield.
Expenses
The expenses of the issue of the Notes are expected to amount to approximately Euro 2,5 million (depending on the size of the Offering) to be paid in connection with the offer of the Notes.
Listing and Admission to Trading
The MOT Trading Start Date will be published on the Issuer’s Website and released through the SDIR-NIS system of Borsa Italiana. The MOT Trading Start Date will be set by Borsa Italiana and shall correspond to the settlement date of the purchase agreements with respect to the Notes and the Issue Date. See “Sale and Offer of the Notes—
Offering of the Notes—Technical Details of the Offering”. Borsa Italiana has admitted the Notes to listing on the MOT with order No. LOL-004709 dated April 22, 2022.
As of the date of this Prospectus, the Notes are not listed on any other Irish, Italian or equivalent market and the Issuer has no intention of applying for admission to list the Notes on any regulated market other than the Regulated Market and the MOT.
Post-issuance Information
The Issuer will not provide any post-issuance information, except if required by any applicable laws and regulations.
Rating
None of the Issuer and the Notes is rated.
Third Party Information
Certain third-party information has been extracted from external sources as described in this Prospectus. The Issuer confirms that such information has been accurately reproduced and, as far as it is aware and is able to ascertain from published information, no facts have been omitted which would render the reproduced information inaccurate or misleading. Neither the Issuer, the Princpal Paying Agent nor the Placement Agent makes any representation as to, and is not responsible for, the accuracy or completeness of such third-party information provided herein.
NAMES AND ADDRESSES