4,500,000,000. Euro Medium Term Note Programme

Transcription

1 SUPPLEMENT DATED 2 DECEMBER 2013 TO THE BASE PROSPECTUS DATED 11 JULY 2013 FERROVIE DELLO STATO ITALIANE S.p.A. (Incorporated with limited liability in the Republic of Italy) 4,500,000,000 Euro Medium Term Note Programme This Supplement (the Supplement) to the Base Prospectus (the Base Prospectus) dated 11 July 2013 constitutes a supplementary prospectus for the purposes of Article 16 of Directive 2003/71/EC, as amended (the Prospectus Directive) as implemented in Ireland by the Prospectus (Directive 2003/71/EC) Regulations 2005, as amended (the Prospectus Regulations) and is prepared in connection with the Euro Medium Term Note Programme (the Programme) established by Ferrovie dello Stato Italiane S.p.A. (the Issuer). Terms defined in the Base Prospectus have the same meaning when used in this Supplement. This Supplement is supplemental to, and should be read in conjunction with, the Base Prospectus and any other supplements to the Base Prospectus issued by the Issuer. The Issuer accepts responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. Purpose of the Supplement The purpose of this Supplement is to (a) incorporate by reference the summary of the main results and trend of the first half-year 2013 of the, (b) replace the section "Corporate Bodies and Management" of the Base Prospectus from page 73 to page 76 in its entirety, and (c) include a new "Significant or Material Change" statement. This Supplement has been approved by the Central Bank of Ireland, as competent authority under the Prospectus Directive. The Central Bank of Ireland only approves this Supplement as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Information Incorporated by Reference The "Information incorporated by Reference" section on page 19 of the Base Prospectus shall be deemed to be supplemented with the following: "Summary of the main results and trend of the first half-year 2013 of Ferrovie dello Stato Italiane A summary of the main results and trend of the first half-year 2013 of the has been published by the Issuer and duly filed with the Central Bank of Ireland and, by virtue of this Supplement, such summary is incorporated in, and forms part of, the Base Prospectus. Such financial data has been prepared in accordance with IFRS. 1

2 Copies of all documents incorporated by reference in the Base Prospectus may be inspected, free of charge, at the registered office of the Issuer. A copy of the summary of the main results and trend of the first halfyear 2013 of the is available for viewing at Document Information incorporated Pages Summary of the Main Results and Trend of the first Half-Year 2013 of the Consolidated results as at 30 June 2013 Page 3 The s income statement and statement of financial position Pages 4-7 FS financial highlights Page 8 Operating segments of the Pages 9-20 s consolidated financial statements Page Any non-incorporated parts of a document referred to in this Supplement are either deemed not relevant for an investor or are otherwise covered elsewhere in this Supplement." Corporate Bodies and Management The paragraph "Corporate Bodies and Management" from page 73 to page 76 of the Base Prospectus shall be deemed deleted and replaced with the following paragraphs: Corporate Bodies and Management The following table sets out the composition of the Board of Directors of the Issuer as of the date of this Supplement to the Base Prospectus. Board of Directors and Management The Board of Directors of FS consists of five members. The following are the Directors of FS all of whom were appointed or, as the case may be, reappointed on 9 August

3 Lamberto Cardia Directors (since 1 July, 2010) Mauro Moretti CEO/Managing Director (since 8 September, 2006) Antimo Prosperi Mauro Coletta Maria Teresa Di Matteo Director (since 24 June, 2010) Director (since 9 August, 2013) Director (since 9 August, 2013) Director within the Directors of FS Sistemi Urbani S.r.l. Chairman of the Supervisory Board of Galleria di Base del Brennero BBT SE Directors of Grandi Stazioni S.p.A. Chairman of Fondazione FS (FS Foundation) the Board of Directors outside the Honorary Chairman of the Corte dei Conti (Court of Accounts) University professor at LUISS Qualification: - Corte di Cassazione (Italian Supreme Court) lawyer - Certified auditor Positions in organizations and other entities, including: - Deputy Chairman of U.I.C. Union International des chemins de fer (International Union of Railways) - Chairman of C.E.R. - Community of European Railway and Infrastructure Company - Member of the Board of Directors of Confindustria - Member of the Board of Directors of Assolombarda - Member of the Giunta (Board of Directors) of Assolombarda (as Federtrasporto's representative) - Chairman of the Collegio Ingegneri Ferroviari Italiani (Italian Railway Engineers Association) Head of Management Section VI of the Treasury Department (MEF) Istituto Poligrafico e Zecca dello Stato S.p.A. (Government Printing Office and Mint) CONSIP S.p.A. (controlled by MEF) InvImIt SGR S.p.A. (Italian Real Estate Investment Management Company) Cassa Depositi e Prestiti Head of Struttura della Vigilanza sulle Concessioni Autostradali at the Italian Ministry of Infrastructure and Transportation Deputy Head of Cabinet and Manager of Dipartimento per i trasporti, la navigazione ed i sistemi informativi e statistici at the Italian Ministry of Infrastructure and Transportation 3

4 The business address of each member of the Board of Directors of FS is Piazza della Croce Rossa, 1, Rome, Italy. Board of Statutory Auditors The Board of Statutory Auditors has three standing members and two alternative members elected by the General Meeting. Pursuant to Art of the Italian Civil Code, the Board verifies compliance with the law, the Articles of Association and with correct corporate governance principles, and also verifies the adequacy and functionality of the organisational structure and administrative and accounting systems adopted by the Issuer. The following is a list of the statutory auditors appointed or, as the case may be, reappointed on 9 August 2013: Name outside the Alessandra dal Verme Statutory Auditors (since 24 June, 2010) Manager of the Ragioneria Generale dello Stato (General Accounting Department of State) (MEF) - Ispettore Generale Capo of the Ispettorato Generale per gli Affari Economici (Chief Inspector General of Economic Affairs) Statutory Auditors of ANAS S.p.A. Member of the Comitato Paritetico dell'osservatorio Nazionale sulle politiche di trasporto pubblico locale (Joint Committee on Local Transport Policies) (as MEF representative) EXPO 2015 Member of NARS (as MEF representative) 4

5 outside the Tiziano Onesti Statutory Auditor (since 9 August, 2013) Directors of Italtel S.p.A. Independent member of the Board of Directors of Gruppo Editoriale L Espresso S.p.A. Liquidator of: Acqua Pia Antica Marcia S.p.A. in liquidazione, ; and American Express Company S.p.A. in liquidazione; Danesi Caffè S.p.A. in liquidazione. Statutory Auditor of: Risanamento S.p.A. and; Ford Italia S.p.A.; Mazda Motor Italia S.p.A.; eni Trading & Shipping S.p.A. Statutory Auditors of: Servizi Aerei S.p.A.; SER - Società Energie Rinnovabili S.p.A.; SER 1 - Società Energie Rinnovabili 1 S.p.A.; F.lli De Cecco Di Filippo Fara San Martino S.p.A.; Olearia F.lli De Cecco Di Filippo Fara San Martino S.r.l.; NEEP Roma Holding S.p.A.; DE. FIN. S.r.l.; DESE Mark S.r.l.; Indipendenza S.p.A. in liquidazione; SAGRIM S.p.A. in liquidazione; SAIIM S.p.A in liquidazione; Villa York S.r.l. in liquidazione. Member of the Scientific Committee of Principi Contabili Internazionali de Il Sole 24 Ore, and Financial Reporting ed. Franco Angeli Professor at Università degli Studi - Roma Tre and LUISS Guido Carli di Roma 5

6 outside the Claudia Cattani Statutory Auditor (since 9 August, 2013) Cinzia Simeone Alternate Auditor (since 18 May, 2004 ) Senior partner of the Corporate - Tax Studio associated with the international network of Deloitte Statutory Auditors of: AS Roma S.p.A., A.S. Roma Real Estate S.r.l., Brand Management S.r.l. (AS Roma ); Ligestra S.p.A (Fintecna );, Aviapartner S.p.A., Aviapartner Handling S.p.A., Aviapartner S.r.l., (Aviapartner ); Bridgestone Italia S.p.A., Bridgestone TCE S.p.A.., (Bridgestone ); Bristol Mayer Squibb S.p.A.;, Kerry Holding Italia S.p.A. (Kerry ), ); Smith Medical Italy S.r.l.,.; United Parcel Service Italia S.r.l., UPS SCS (Italy) S.r.l., Pieffe Depositi S.r.l. (UPS ) Statutory Auditor of: Invitalia Attività Produttive S.p.A. (Invitalia ), ); Borgo di Perolla S.r.l., Fondiaria Lasa S.p.A. (Italpetroli ), ); Chemptura Italia S.r.l. e ISEM S.r.l. (Chemptura );, Roselectra S.p.A. (GDF-Suez ); Corit S.p.A. Auditor od UniCredit & Universities Foundation Liquidator of Frigor Frutta S.r.l. in liquidazione Manager of the Ragioneria dello Stato Department (MEF) Office 5 Head of Ragioneria Generale dello Stato (General Accounting Department of State) office Auditor / statutory auditor of Enpals (Pension Fund for Workers in Sports and Entertainment Industry) Auditor / statutory auditor of the ECIPA Nazionale (National Confederation for Professional Education in Crafts and Small Businesses) Member of Gruppo Bilanci (Financial ) set up within the Commissione tecnica di valutazione per il fondo perequativo (Technical Commission for Assessment of Equalization Fund) at Unioncamere Member of the Comitato tecnicoscientifico (CTS) (Scientific Technical Committee) of the INEA's "Spesa Pubblica in Agricoltura" (Public Spending in Agriculture) project 6

7 outside the Paolo Castaldi Alternate Auditor (since 24 June, 2010) Manager at MEF, head of IGRUE Office I Auditor of Bari Polytechnic University Auditor of Port Authority of Naples Auditor of Federazione Italiana Discipline sportive Armi da Caccia The residential addresses for each member of are as follows: Dott.ssa Alessandra dal Verme Via XX Settembre 118, Rome, Italy Prof. Tiziano Onesti Via Rio de Janeiro 1, Rome, Italy Dott.ssa Claudia Cattani Via dei Tizi 10, Rome, Italy Dott.ssa Cinzia Simeone Via A. Casella 12, Rome, Italy Dott. Paolo Castaldi Via Dancalia 21, Rome, Italy General Information The paragraph "Significant/Material Change" on page 108 of the Base Prospectus shall be deemed deleted and replaced with the following paragraph: "Since 31 December 2012, there has been no material adverse change in the prospects of the Issuer or the Issuer and its Subsidiaries and there has been no significant change in the financial or trading position of the Issuer or the since 30 June 2013." * * * To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Base Prospectus by this Supplement and (b) any other statement in or incorporated by reference in the Base Prospectus, the statements in (a) above will prevail. Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus since the publication of the Base Prospectus. 7