«ADMISSION DOCUMENT for the trading of the financial instruments called €70,000,000 Floating Rate Notes due May 25, 2018 issued by Mercedes-Benz ...»
MERCEDES-BENZ FINANCIAL SERVICES ITALIA S.p.A.
(incorporated as a joint stock company in the Republic of Italy)
with registered office in Via Giulio Vincenzo Bona, 110, 00156 Rome, Italy
Share capital equal to Euro 216,700,000 fully paid
Tax code and registration number with the Companies’ Register of Rome: 02828850582
R.E.A. No. RM – 417167
for the trading of the financial instruments called "€70,000,000 Floating Rate Notes due May 25, 2018" issued by Mercedes-Benz Financial Services Italia S.p.A.
and unconditionally and irrevocably guaranteed by Daimler AG ISIN: IT0005187486 on the professional segment (ExtraMOT PRO) of the ExtraMOT Market managed by the Italian Stock Exchange The financial instruments are issued in dematerialised form in accordance with Legislative Decree No. 58 of February 24, 1998, as amended, and held with Monte Titoli S.p.A.
CONSOB AND THE ITALIAN STOCK EXCHANGE HAVE NEITHER
EXAMINED NOR APPROVED THE CONTENTS OF THIS ADMISSION
TABLE OF CONTENTSPage Certain Definitions
Type of Document
Information Relating to the Notes
Admission To Trading and Relevant Methods
Subscription and Sale of the Notes
CERTAIN DEFINITIONSThe table below shows a list of definitions and terms used in this Admission Document. These definitions and terms, unless otherwise specified in the "Terms and Conditions of the Notes", have the meanings set out below (both singular and plural).
ExtraMOT Market the rules of the ExtraMOT Market issued by the Italian Stock Exchange and in force from June 8, 2009, as amended and supplemented from time to time.
TYPE OF DOCUMENTThis Admission Document has been prepared in shortened form in accordance with Sec. 10.2 of the ExtraMOT Market Rules, given that the shares of the Guarantor are listed on the Frankfurt and Stuttgart Stock Exchanges.
Information relating to the Guarantor and the financial statements of the Issuer can be found on the website of the Guarantor (www.daimler.com).
RESPONSIBLE PERSONSResponsibility for the Admission Document The Issuer and the Guarantor accept responsibility for the information contained in this Admission Document.
Declaration of Responsibility To the best of the knowledge of the Issuer and the Guarantor (each having taken all reasonable care to ensure that such is the case), the information contained in this Admission Document is in accordance with the facts and does not omit anything likely to affect the import of such information.
In purchasing Notes, investors assume the risk that the Issuer and the Guarantor may become insolvent or otherwise be unable to make all payments due in respect of the Notes. There is a wide range of factors which individually or together could result in the Issuer and the Guarantor becoming unable to make all payments due in respect of the Notes. It is not possible to identify all such factors or to determine which factors are most likely to occur, as the Issuer and Guarantor may not be aware of all relevant factors and certain factors which they currently deem not to be material may become material as a result of the occurrence of events outside the Issuer's and Guarantor’s control. The Issuer and the Guarantor have identified in this Admission Document a number of factors relating to the Notes which could materially adversely affect their ability to make payments due under the Notes or the Guarantee.
In addition, factors which are material for the purpose of assessing the market risks associated with the Notes are also described below.
Prospective investors should also read the other information set out elsewhere in this Admission Document and the information and documents available on the website of the Guarantor (www.daimler.com) and reach their own views prior to making any investment decision.
Risks Factors Relating to the Notes The Notes May not be a Suitable Investment for all Investors Each potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i) 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 in this Admission Document or any applicable supplement hereto;
(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation and the investment(s) it is considering, an investment in the Notes and the impact the Notes will have on its overall investment portfolio;
(iii) 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 under the Notes is different from the potential investor's currency;
(iv) understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant financial markets; and (v) 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.
Sophisticated institutional investors generally do not purchase financial instruments as stand-alone investments. They purchase financial instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolio. A potential investor should not invest in the Notes unless it has the expertise (either alone or with a financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of the Notes and the impact this investment will have on the potential investor's overall investment portfolio.
Risks Related to the Admission to Trading on the ExtraMOT PRO and Liquidity Risk Application has been made for the admission to trading of the Notes on ExtraMOT PRO, which is the professional segment of the ExtraMOT Market (reserved exclusively to professional investors) organised and managed by the Italian Stock Exchange. The Notes are new securities for which there is no market at the date of this Admission Document and which will not benefit from the appointment of a specialist operator (operatore specialista, as defined under the ExtraMOT Market Rules). Therefore, there can be no assurance as to the liquidity of any market that may develop for the Notes, the ability of the Holders to sell the Notes or the price at which the Notes may be sold. The liquidity of any market for the Notes will depend on the number of Holders, prevailing interest rates, the market for similar securities and other factors, including general economic conditions, and the Issuer's and the Guarantor's financial condition, performance and prospects. In an illiquid market, a Holder might not be able to sell his Notes at any time at fair market prices.
There can be no assurance that an active trading market will develop or, if one does develop, that it will be maintained. If an active trading market does not develop or cannot be maintained, this could have a material adverse effect on the liquidity and trading prices of the Notes.
Market Price Risk
The development of market prices of the Notes depends on various factors, such as changes of market interest rate levels, the policy of central banks, overall economic developments, inflation rates or the lack of or excess demand for the Notes. The Holder of Notes is therefore exposed to the risk of an unfavourable development of market prices of his Notes which materialises if the Holder sells the Notes prior to the final maturity of the Notes. If the Holder decides to hold the Notes until final maturity the Notes will be redeemed at their principal amount.
Risk of Early Redemption Pursuant to the Terms and Conditions of the Notes, the Issuer has the right to call the Notes in whole, but not in part, at any time prior to maturity if (i) the Issuer has or will become obliged to pay additional amounts pursuant to § 7 of the Terms and Conditions of the Notes (Taxation) or the Guarantor were unable for reasons outside its control to procure payment by the Issuer and in making payment itself were required to pay such additional amounts as a result of any change in, or amendment to, the laws or regulations of the country in which the Issuer or the Guarantor is domiciled (or resident for tax purposes) or of any political subdivision or taxing authority thereof or therein, or as a result of any change in, or amendment to, an official interpretation or application of such laws or regulations, which amendment or change is effective on or after the date on which the Notes are issued; or (ii) the Notes will cease to be listed on a regulated market or on a multilateral trading facility as defined by Directive 2014/65/EU of the European Parliament and of the Council of May 15, 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU, ((i) to (ii) together, the "Issuer's Call Rights").The Issuer's Call Rights are likely to limit the market value of the Notes. Prior to or during any period when the Issuer may elect to redeem the Notes, the market value of the Notes generally will not rise substantially above the price at which they can be redeemed.
In addition, the Notes are subject to early redemption in case of the occurrence of an event of default (an "Event of Default") specified in § 9 of the Terms and Conditions of the Notes (Acceleration).
If the Issuer redeems the Notes prior to maturity or the Notes are subject to early redemption due to an Event of Default, a Holder of the Notes is exposed to the risk that due to early redemption his investment may have a lower than expected yield.
The Issuer might exercise its optional call right at a point in time when the yield on comparable notes in the capital market falls and the Issuer's cost of any new borrowing is lower than the interest rate payable under the Notes. At those times, an investor may only be able to reinvest the redemption proceeds in notes with a lower yield. Prospective investors should consider reinvestment risk in light of other investments available.
The Notes will be issued in Euro. However, pursuant to § 4 of the Terms and Conditions of the Notes (Payments), payments of amounts due on the Notes shall be made in the freely negotiable and convertible currency which on the respective due date is the legal currency in the Republic of Italy. Therefore, the Issuer will pay principal and interest on the Notes either in Euro (in case the Euro will be the legal currency in the Republic of Italy on the relevant due date of any payment under the Notes) or in such other currency which may be the legal currency in the Republic of Italy on the relevant due date (in case the Euro will not be the legal currency in the Republic of Italy on the relevant due date anymore).
This presents certain risks relating to currency conversions and payment and transfer restrictions.
Following the replacement of the Euro as the legal currency in the Republic of Italy by a new currency, exchange rates may significantly fluctuate or change (including fluctuations and changes due to the devaluation of the new legal currency in the Republic of Italy vis-à-vis (i) the Euro or (ii) the investor's currency (in case the investor's financial activities are denominated principally in a currency or currency unit (the "Investor's Currency") other than the Euro or the new legal currency in the Republic of Italy).
Fluctuations and changes in currency exchange rates may result from, inter alia, macro-economic factors, speculative transactions and interventions by central banks. An appreciation in the value of the Euro or the Investor's Currency relative to the new legal currency in the Republic of Italy would decrease (i) the Euroequivalent or the Investor's Currency-equivalent yield on the Notes, (ii) the Euro-equivalent or the Investor's Currency-equivalent value of the principal payable on the Notes, and (iii) the Euro-equivalent or the Investor's Currency-equivalent market value of the Notes.
In addition, government and monetary authorities in Italy and Europe but also government and monetary authorities with jurisdiction over the Investor's Currency may impose or modify exchange controls and other restrictions on payments and transfers. As a result of the imposition of such exchange controls and other restrictions on payments and transfers, investors may receive less interest or principal than expected, or no interest or principal at all.
The Notes Will Pay a Floating Rate of Interest
Floating rate debt securities tend to be volatile investments. A Holder of the Notes is exposed to the risk of fluctuating interest rate levels and, consequently, uncertain interest income. Fluctuating interest rate levels make it impossible to determine the yield of the Notes in advance. Neither the current nor the historical value of the relevant floating rate should be taken as an indication of the future performance of such floating rate during the term of the Notes.
Depending on the development of the 3 Months Euro Interbank Offered Rate, to which payments of interest under the Notes are linked, a Holder may not receive any interest at all.
Payments of Interest under the Notes Are Linked to the 3 Months Euro Interbank Offered Rate The Euro Interbank Offered Rate ("EURIBOR"), the London Interbank Offered Rate and other indices which are deemed "benchmarks" (each a "Benchmark" and together, the "Benchmarks") are the subject of recent national, international and other regulatory guidance and proposals for reform. Some of these reforms are already effective while others are still to be implemented. These reforms may cause the relevant Benchmarks to perform differently than in the past, or have other consequences which cannot be predicted.