Bond Casino Guichard-Perrachon SA 4.561% ( FR0011400571 ) in EUR

Issuer Casino Guichard-Perrachon SA
Market price 100 %  ▲ 
Country  France
ISIN code  FR0011400571 ( in EUR )
Interest rate 4.561% per year ( payment 1 time a year)
Maturity 24/01/2023 - Bond has expired



Prospectus brochure of the bond Casino Guichard Perrachon SA FR0011400571 in EUR 4.561%, expired


Minimal amount 100 000 EUR
Total amount 1 000 000 000 EUR
Detailed description Casino Guichard-Perrachon SA is a French multinational retail company operating a diverse portfolio of hypermarkets, supermarkets, and convenience stores primarily in France, but also internationally, including brands like Géant Casino, Casino Supermarchés, and Franprix.

An analysis of the FR0011400571 bond, issued by Casino Guichard Perrachon SA, provides insight into a particular debt instrument within the European financial markets. This bond, denominated in EUR, was characterized by an annual interest rate of 4.561% and formed part of a substantial issuance with a total nominal value reaching 1,000,000,000 EUR. With a minimum purchase size set at 100,000 EUR, the instrument was primarily directed at institutional investors. The bond's country of issuance was France, home to its issuer, Casino Guichard Perrachon SA, a well-established and significant French retail group with extensive operations spanning various supermarket and hypermarket formats, and a notable presence in international distribution, particularly across Europe and South America. The security, which offered annual coupon payments, reached its scheduled maturity date on January 24, 2023, at which point it was fully redeemed at its par value of 100%, completing its life cycle as a financial obligation.







Casino Guichard-Perrachon
Euro 9,000,000,000
Euro Medium Term Note Programme
Due from one month from the date of original issue
Under the Euro Medium Term Note Programme described in this Base Prospectus (the "Programme"), Casino Guichard-Perrachon (the "Issuer"
or"Casino"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the "Notes").
The aggregate nominal amount of Notes outstanding will not at any time exceed Euro 9,000,000,000 (or the equivalent in other currencies).
This Base Prospectus shall be in force for a period of one year as of the date set out hereunder.
Application has been made to the Commission de surveillance du secteur financier ("CSSF") in its capacity as competent authority in Luxembourg under the
loi relative aux prospectus pour valeurs mobilières dated 10 July 2005, as amended (the "Prospectus Act 2005") for the approval of this document as a base
prospectus for the purposes of Article 5.4 of the Prospectus Directive. In accordance with article 7(7) of the Prospectus Act 2005, the CSSF shall give no
undertaking as to the economical and financial soundness of the operation or the quality or solvency of the Issuer by approving this Base Prospectus.
Application may be made for a period of twelve (12) months from the date of this Base Prospectus (i) to the Luxembourg Stock Exchange for the Notes issued
under the Programme to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the official list of the Luxembourg
Stock Exchange and/or (ii) to the competent authority of any other Member State of the European Economic Area ("EEA") for Notes issued under the
Programme to be listed and admitted to trading on an EEA Regulated Market (as defined below) in such Member State. However, Notes issued under the
Programme may be unlisted and/or not admitted to trading on any market including an EEA Regulated Market. The relevant final terms (the "Final Terms")
(a form of which is contained herein) in respect of the issue of any Notes will specify whether or not such Notes will be listed and admitted to trading and, if
so, the relevant EEA Regulated Market.
The Luxembourg Stock Exchange is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC, appearing on the list
of regulated markets issued by the European Commission (an "EEA Regulated Market").
References in this Base Prospectus to the "Prospectus Directive" are to the Directive 2003/71/EC of 4 November 2003 on the prospectus to be published when
securities are offered to the public or admitted to trading and shall include the amendments made by Directive 2010/73/EU (the "2010 PD Amending Directive")
to the extent that such amendments have been implemented in the relevant Member State of the EEA.
Notes may be issued either in dematerialised form ("Dematerialised Notes") or in materialised form ("Materialised Notes") as more fully described herein.
Dematerialised Notes will at all times be in book entry form in compliance with Articles L.211-3 and R.211-1 of the French Code monétaire et financier. No
physical documents of title will be issued in respect of the Dematerialised Notes.
Dematerialised Notes may, at the option of the Issuer, be in bearer dematerialised form (au porteur) inscribed as from the issue date in the books of Euroclear
France ("Euroclear France") (acting as central depositary) which shall credit the accounts of Account Holders (as defined in "Terms and Conditions of the
Notes - Form, Denomination, Title and Redenomination") including Euroclear Bank S.A./N.V. ("Euroclear") and the depositary bank for Clearstream
Banking, société anonyme ("Clearstream, Luxembourg") or in registered dematerialised form (au nominatif) and, in such latter case, at the option of the
relevant Noteholder (as defined in Condition 1(c)(iv)), in either fully registered form (nominatif pur), in which case they will be inscribed either with the Issuer
or with the registration agent (designated in the relevant Final Terms) for the Issuer, or in administered registered form (nominatif administré) in which case
they will be inscribed in the accounts of the Account Holders designated by the relevant Noteholders.
Materialised Notes will be in bearer materialised form only and may only be issued outside France. A temporary global certificate in bearer form without
interest coupons attached (a "Temporary Global Certificate") will initially be issued in connection with Materialised Notes. Such Temporary Global
Certificate will be exchanged for definitive Materialised Notes in bearer form with, where applicable, coupons for interest attached on or after a date expected
to be on or about the 40th day after the issue date of the Notes (subject to postponement as described in "Temporary Global Certificates issued in respect of
Materialised Notes") upon certification as to non U.S. beneficial ownership as more fully described herein.
Temporary Global Certificates will (a) in the case of a Tranche intended to be cleared through Euroclear and/or Clearstream, Luxembourg, be deposited on the
issue date with a common depositary on behalf of Euroclear and/or Clearstream, Luxembourg and (b) in the case of a Tranche intended to be cleared through a
clearing system other than or in addition to Euroclear and/or Clearstream, Luxembourg or delivered outside a clearing system, be deposited as agreed between
the Issuer and the relevant Dealer (as defined below).
Unless otherwise specified in the relevant Final Terms, Notes to be issued under the Programme with a maturity of 12 months or more will be rated BBB- by
Standard & Poor's Ratings Services and BBB- by Fitch Ratings. Unless otherwise specified in the relevant Final Terms, Notes to be issued under the
Programme having a maturity of less than 12 months will be rated A3 by Standard & Poor's Ratings Services and F3 by Fitch Ratings. As of the date of this
Base Prospectus, Standard & Poor's Ratings Services and Fitch Ratings are established in the European Union and registered under Regulation (EC) No.
1060/2009 on credit ratings agencies, as amended (the "CRA Regulation") and are included in the list of credit rating agencies registered in accordance with
the CRA Regulation published on the European Securities and Markets Authority's website (www.esma.europa.eu/page/List-registered-and-certified-CRAs).
The relevant Final Terms will specify whether or not such credit ratings are issued by a credit rating agency established in the European Union and registered
under the CRA Regulation. Credit ratings are subject to revision, suspension or withdrawal at any time by the relevant rating organisation. Where an issue of
Notes is rated, its rating will not necessarily be the same as the rating assigned to Notes issued under the Programme. A rating is not a recommendation to buy,
sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency.
The Final Terms of the relevant Notes will be determined at the time of the offering of each Tranche and will be set out in the relevant Final Terms.
Arranger
Deutsche Bank
Dealers
Barclays
BNP PARIBAS
Crédit Agricole CIB
Deutsche Bank
HSBC
J.P. Morgan
NATIXIS
Santander Global Banking & Markets
Société Générale Corporate & Investment Banking
The Royal Bank of Scotland
The date of this Base Prospectus is 30 November 2012


This Base Prospectus (together with any supplements to this Base Prospectus published from time to time (each a
"Supplement" and together the "Supplements") comprises a base prospectus for the purposes of Article 5.4 of
the Prospectus Directive in respect of, and for the purpose of giving information with regard to, the Issuer and its
respective consolidated subsidiaries and affiliates as a whole (together with the Issuer, the "Group", "Group
Casino" or "Casino Group") which is necessary to enable investors to make an informed assessment of the assets
and liabilities, financial position, profit and losses and prospects of the Issuer.
No person has been authorised to give any information or to make any representation other than those contained
in this Base Prospectus in connection with the issue or sale of the Notes and, if given or made, such information
or representation must not be relied upon as having been authorised by the Issuer or any of the Dealers or the
Arranger (each as defined in "General Description of the Programme"). Neither the delivery of this Base
Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that
there has been no change in the affairs of the Issuer or the Group since 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
in the financial position of the Issuer or the Group since the date hereof or 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 as of any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Base Prospectus comes are required by the Issuer, the
Dealers and the Arranger to inform themselves about and to observe any such restriction.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended
(the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United
States and may include Materialised Notes in bearer form that are subject to U.S. tax law requirements. Subject
to certain exceptions, the Notes may not be offered, sold or delivered within the United States or to, or for the
account or benefit of, U.S. persons. The Notes are being offered and sold outside the United States to non-U.S.
persons in reliance on Regulation S under the Securities Act ("Regulation S"). This Base Prospectus does not
constitute an offer of, or an invitation by or on behalf of the Issuer or the Dealers or the Arranger to subscribe
for, or purchase, any Notes.
The Arranger and the Dealers have not separately verified the information contained in this Base Prospectus.
None of the Dealers or the Arranger makes any representation, express or implied, or accepts any responsibility,
with respect to the accuracy or completeness of any of the information in this Base Prospectus. Neither this Base
Prospectus nor any other financial statements are intended to provide the basis of any credit or other evaluation
and should not be considered as a recommendation by any of the Issuer, the Arranger or the Dealers that any
recipient of this Base Prospectus or any other financial statements should purchase the Notes. Each potential
purchaser of Notes should determine for itself the relevance of the information contained in this Base Prospectus
and its purchase of Notes should be based upon such investigation as it deems necessary. None of the Dealers or
the Arranger undertakes to review the financial condition or affairs of the Issuer or the Group during the life of
the arrangements contemplated by this Base Prospectus nor to advise any investor or potential investor in the
Notes of any information coming to the attention of any of the Dealers or the Arranger.
In connection with the issue of any Tranche (as defined in "General Description of the Programme"), one of the
Dealers may act as a stabilising manager(s) (the "Stabilising Manager(s)"). The identity of the Stabilising
Manager will be disclosed in the relevant Final Terms.
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, there is no assurance that the Stabilising Agent
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will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate
public disclosure of the final terms of the offer of the relevant Tranche of Notes is made and, if begun, may be
ended 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 shall be conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf of any
Stabilising Manager(s)) in accordance with applicable laws and rules.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "", "Euro",
"EUR" or "euro" are to the single currency of the participating member states of the European Union which was
introduced on 1 January 1999, references to "£", "pounds sterling", "GBP" and "Sterling" are to the lawful
currency of the United Kingdom, references to "$", "USD" and "U.S. Dollars" are to the lawful currency of the
United States of America, references to "¥", "JPY", "Japanese yen" and "Yen" are to the lawful currency of
Japan, references to "PLN" or "Polish zloty" are to the lawful currency of the Republic of Poland and references
to "Swiss francs" or "CHF" are to the lawful currency of the Helvetic Confederation.
In this Base Prospectus, any discrepancies in any table between totals and the sums of the amounts listed in such
table are due to rounding.
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SUPPLEMENT TO THE BASE PROSPECTUS
If at any time the Issuer shall be required to prepare a supplement to this Base Prospectus pursuant to the provisions of
Article 16 of the Prospectus Directive, the Issuer will prepare and make available an appropriate supplement to this Base
Prospectus, which in respect of any subsequent issue of Notes to be listed on the official list of the Luxembourg Stock
Exchange and admitted to trading on the Regulated Market of the Luxembourg Stock Exchange or on an EEA Regulated
Market, shall constitute a supplement to the Base Prospectus for the purpose of the relevant provisions of the Prospectus
Directive.
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TABLE OF CONTENTS
Page
RISK FACTORS.................................................................................................................................................................5
DOCUMENTS INCORPORATED BY REFERENCE ....................................................................................................13
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS...........................................16
GENERAL DESCRIPTION OF THE PROGRAMME....................................................................................................17
TERMS AND CONDITIONS OF THE NOTES ..............................................................................................................22
TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED NOTES ............................52
USE OF PROCEEDS........................................................................................................................................................53
SELECTED FINANCIAL INFORMATION....................................................................................................................54
DESCRIPTION OF CASINO GUICHARD-PERRACHON............................................................................................55
RECENT DEVELOPMENTS...........................................................................................................................................58
TAXATION ......................................................................................................................................................................70
SUBSCRIPTION AND SALE..........................................................................................................................................74
FORM OF FINAL TERMS ..............................................................................................................................................77
GENERAL INFORMATION ...........................................................................................................................................87
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RISK FACTORS
RISK FACTORS RELATING TO THE ISSUER
The Issuer believes that the following factors may affect its ability to fulfil its obligations under Notes issued under the
Programme. All of these factors are contingencies which may or may not occur and the Issuer is not in a position to
express a view on the likelihood of any such contingency occurring. The risk factors may relate to the Issuer or any of
its subsidiaries.
In addition, factors which are material for the purpose of assessing the market risks associated with Notes issued under
the Programme are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in Notes issued
under the Programme, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with
any Notes may occur for other reasons and the Issuer does not represent that the statements below regarding the risks
of holding any Notes are exhaustive. The risks described below are not the only risks the Issuer faces. Additional risks
and uncertainties not currently known to the Issuer or that it currently believes to be immaterial could also have a
material impact on its business operations. Prospective investors should also read the detailed information set out
elsewhere or incorporated by reference in this Base Prospectus and the Final Terms of the relevant Notes and reach
their own views prior to making any investment decision. In particular, investors should make their own assessment as
to the risks associated with the Notes prior to investing in Notes issued under the Programme.
Subject to the above provisions, the Group has reviewed the main risks that could have a material impact on its
operations, financial position or results. These risks are described below.
MARKET RISKS
The Group has set up an organisation to manage liquidity, currency and interest rate risks on a centralised basis.
The Corporate Finance Department, which reports to the Group Chief Financial Officer, is responsible for managing
these risks and has the necessary expertise and tools, particularly in terms of information systems, to fulfil this task. The
Corporate Finance Department operates on the main financial markets according to guidelines that guarantee the highest
levels of efficiency and security. A regular reporting system has been set up, allowing Group management to sign off on
the policies followed, which are based on strategies approved in advance by management.
Interest rate risk
Detailed information about interest rate risk is provided in note 31 to the consolidated financial statements included in
the 2011 Annual Report. The Casino Group uses various financial instruments to manage interest rate risk, particularly
swaps and interest rate options. These instruments are used solely for hedging purposes. Details of hedging positions are
provided in note 31.2.1 to the consolidated financial statements included in the 2011 Annual Report.
Currency risk
Information about currency risk is provided in note 31 and 31.2.2 to the consolidated financial statements included in
the 2011 Annual Report. The Casino Group uses various financial instruments to manage currency risks, particularly
swaps and forward purchases and sales of foreign currencies. These instruments are used solely for hedging purposes.
Liquidity risk
The breakdown of long-term debt and confirmed lines of credit by maturity and currency is provided in note 31.4 to the
consolidated financial statements included in the 2011 Annual Report, together with additional information concerning
debt covenants which, if breached, would trigger early repayment obligations.
The Group's liquidity position appears to be very satisfactory. Upcoming repayments of short-term financial liabilities
are comfortably covered by cash, cash equivalents and undrawn confirmed bank lines.
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The Group's cash and cash equivalents present no liquidity or value risk.
Its loan and bond agreements issues include the customary covenants and default clauses, including pari passu, negative
pledge and cross-default clauses.
None of its financing agreements include a rating trigger resulting in an acceleration of the repayment date of the
relevant borrowing; however, if a change in the majority shareholder of such company occurs and if such change results
in a downgrading of the rating of the senior long term debt of Casino Guichard-Perrachon below "investment grade",
the relevant lenders will benefit from a call on the relevant debts which amount to Euro 4,882 million euros as described
in note 31.4 to the consolidated financial statements included in the 2011 Annual Report.
Public bond issues on the euro market and short-term confirmed bank lines (up to one year) do not contain any financial
covenants.
Confirmed medium-term bank lines and some private placements (US private placement notes, 2009 private placement
notes and indexed bonds) contain financial covenants which, if breached, could trigger accelerated repayment.
In the event of a change of control of Casino, Guichard-Perrachon (within the meaning of article L. 233-3 of the French
Commercial Code (Code de Commerce), most loan agreements include an option for the lenders, at the discretion of
each, to request immediate repayment of all sums due and, where applicable, the cancellation of any credit
commitments entered into with the Issuer.
Commodity risk
Given the nature of its business, the Issuer is not exposed to any material commodity risk.
Credit and counterparty risk
The Group is exposed to customer credit risks through its consumer finance subsidiary, Banque du Groupe Casino.
These risks are measured by a specialist service provider using credit-scoring techniques. Further information on credit
and counterparty risk is provided in note 31.3 to the consolidated financial statements included in the 2011 Annual
Report.
Part of the Group's supermarkets and convenience stores are operated by affiliates or franchisees. The credit risk
relating to these affiliates and franchisees is assessed by the Group on a case-by-case basis and taken into account in its
credit management policy, mainly by taking collateral or guarantees.
OPERATIONAL RISKS
Risks related to non-renewal of leases and real estate assets
Casino has standard commercial leases on its supermarket and convenience store premises but has no assurance that
they will be renewed on expiry.
The owners could have other plans for the premises on expiry of the lease, which could prompt them not to renew the
Issuer's lease despite the high amount of compensation for eviction they would have to pay. However, commercial
leases are governed by strict legislation as regards term, termination, renewal and rent indexation, which limits what
owners can impose.
Given the very few disputes caused by non-renewal of commercial leases, the risk is not considered to be in any way
material.
As regards property development, where the Group is the project owner, specifications are drawn up by experts in
accordance with the prevailing regulations and the functional and operational objectives set for each project.
More generally, the Group's real estate portfolio is monitored regularly to ensure its proper use.
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Risks associated with sales methods
The Group's banners in France have affiliate and franchise networks. These represented almost 61% of sales outlets at
31 December 2011, corresponding mainly to supermarket networks (including Leader Price) and convenience store
networks. The credit risk on these convenience store affiliates and franchises is taken into account in the Group's credit
management policy.
Risks related to trademarks and banners
The Group owns substantially all of its trademarks and is not dependent on any specific patents or licences, except for
the Spar trademark which is licensed to the Group for the French market. The licence was renewed for ten years in
2009.
Furthermore, although the Group has a preventive policy of protecting all its trademarks, it does not believe that an
infringement would have a material impact on its operations or results.
Supplier and merchandise management risk
The Group is not dependent on any specific supply, manufacturing or sales contracts. Casino deals with over 30,000
suppliers.
For example, the Group has its own logistics network in France (approximately 913,000 sq.m. spread among 20 sites)
managed by its Easydis subsidiary. The network spans France and delivers regularly to the Group's various banners,
with the exception of Monoprix and Franprix-Leader Price, which have their own logistics network.
Risks related to private label goods
The Group sells products under its own brand and can therefore be considered as a producer/manufacturer. It draws up
stringent specifications in terms of nutritional quality and quality standards for its product ingredients. However, it is
nonetheless exposed to a product liability risk.
Information systems risk
The Group is increasingly dependent on shared information systems for the production of costed data used as the basis
for operating decisions. Security features are built into systems at the design phase and procedures are in place to
constantly monitor systems security risks.
However, an information systems failure would not have any material or prolonged impact on the Issuer's operations or
results.
Geographical risk
Part of the Group's business is exposed to risks and uncertainties arising from trading in countries (in South America
and Asia, for example) that notably could experience or have recently experienced periods of economic or political
instability. Recent events are described in notes 2.2 and 33 to the consolidated financial statements included in the 2011
Annual Report. In 2011, international operations accounted for 45.4% of consolidated revenue and 51.6% of
consolidated trading profit.
Industrial and environmental risks
The Group adopted a formal environmental policy in 2003 called "Excellence Verte", which complies with the
objectives set by the government's Grenelle de l'Environnement programme. An Environment Officer is responsible for
coordinating the activities of all of the Group's operating units in the area of environmental protection.
Each year, an environmental seminar is held for all local environment officers in the Group's various divisions and
subsidiaries in France to review the effectiveness and results of actions taken and to set out the environmental action
plan for subsequent years.
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LEGAL RISKS
Compliance risk
The Group is mainly subject to regulations governing the management of facilities open to the public and listed
facilities. Certain Group businesses are governed by specific regulations, and more particularly Casino Vacances (travel
agency), Banque du Groupe Casino (banking and consumer finance), Sudéco (real estate agency), Floréal and Casino
Carburants (service stations), Mercialys (listed REIT-style property company), L'Immobilière Groupe Casino (property
company) and GreenYellow (photovoltaic energy production). In addition, administrative consents are required to open
new stores and extend existing ones. International subsidiaries may be subject to similar requirements under local
legislation.
Tax and customs risk
The Group is subject to periodic tax audits in France and its various other host countries. Provision is made for all
accepted reassessments. Contested reassessments are provided for on a case-by-case basis, according to estimates taking
into account the risk of an unfavourable outcome.
RISK FACTORS RELATING TO THE NOTES
The following paragraphs describe the risk factors that are material to the Notes to be offered and/or listed and
admitted to trading in order to assess the market risk associated with these Notes. Prospective investors should consult
their own financial and legal advisers about risks associated with investment in a particular Series of Notes and the
suitability of investing in the Notes in light of their particular circumstances.
1. General Risks Relating to the Notes
1.1 Independent Review and Advice
Each prospective investor of Notes must determine, based on its own independent review and such professional advice
as it deems appropriate under the circumstances, that its acquisition of the Notes is fully consistent with its financial
needs, objectives and condition, complies and is fully consistent with all investment policies, guidelines and restrictions
applicable to it and is a fit, proper and suitable investment for it, notwithstanding the clear and substantial risks inherent
in investing in or holding the Notes.
A prospective investor may not rely on the Issuer or the Dealer(s) or any of their respective affiliates in connection with
its determination as to the legality of its acquisition of the Notes or as to the other matters referred to above.
1.2 Modification, waivers and substitution
The conditions of the Notes contain provisions for calling General Meetings of Noteholders to consider matters
affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including
Noteholders who did not attend and vote at the relevant General Meeting and Noteholders who voted in a manner
contrary to the majority.
1.3 No active Secondary/Trading Market for the Notes
Notes issued under the Programme will be new securities which may not be widely distributed and for which there may
be no active trading market (unless in the case of any particular Tranche, such Tranche is to be consolidated with and
form a single series with a Tranche of Notes which is already issued). If the Notes are traded after their initial issuance,
they may trade at a discount to their initial offering price, depending upon prevailing interest rates, the market for
similar securities, general economic conditions and the financial condition of the Issuer. Although in relation to Notes to
be listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the Regulated Market of the
Luxembourg Stock Exchange and/or any other EEA Regulated Market, the Final Terms of the Notes will be filed with
the CSSF in Luxembourg and/or with the competent authority of the EEA Regulated Market where the Notes will be
listed and admitted to trading, there is no assurance that such filings will be accepted, that any particular Tranche of
8


Notes will be so listed and admitted or that an active trading market will develop. Accordingly, there is no assurance as
to the development or liquidity of any trading market for any particular Tranche of Notes.
1.4 Potential Conflicts of Interest
All or some of the Dealers and their affiliates (including their parent companies) have and/or may in the future engage,
in investment banking, commercial banking and/or other financial advisory and commercial dealings with the Issuer and
its affiliates and in relation to securities issued by any entity of the Group. They have or may, in the ordinary course of
their business, (i) engage in investment banking, trading or hedging activities including activities that may include prime
brokerage business, financing transactions or entry into derivative transactions, (ii) act as underwriters in connection
with offering of shares or other securities issued by any entity of the Group or (iii) act as financial advisers to the Issuer
or other companies of the Group. In the context of these transactions, certain of such Dealers have or may hold shares or
other securities issued by entities of the Group. Where applicable, they have or will receive customary fees and
commissions for these transactions.
Each of the Issuer and the Dealer(s) may from time to time be engaged in transactions involving an index or related
derivatives which may affect the market price, liquidity or value of the Notes and which could be deemed to be adverse
to the interests of the Noteholders.
Potential conflicts of interest may arise between the calculation agent, if any, for a Tranche of Notes and the
Noteholders, including with respect to certain discretionary determinations and judgements that such calculation agent
may make pursuant to the Terms and Conditions that may influence the amount receivable upon redemption of the
Notes.
1.5 Exchange Rates
Prospective investors of the Notes should be aware that an investment in the Notes may involve exchange rate risks. The
reference assets or the Notes may be denominated in a currency other than the currency of the purchaser's home
jurisdiction; and/or the reference assets or the Notes may be denominated in a currency other than the currency in which
a purchaser wishes to receive funds. Exchange rates between currencies are determined by factors of supply and demand
in the international currency markets which are influenced by macro economic factors, speculation and central bank and
government intervention (including the imposition of currency controls and restrictions). Fluctuations in exchange rates
may affect the value of the Notes or the reference assets.
1.6 Legality of Purchase
Neither the Issuer, the Dealer(s) nor any of their respective affiliates has or assumes responsibility for the lawfulness of
the acquisition of the Notes by a prospective investor of the Notes, whether under the laws of the jurisdiction of its
incorporation or the jurisdiction in which it operates (if different), or for compliance by that prospective investor with
any law, regulation or regulatory policy applicable to it.
1.7 Credit ratings may not reflect all risks
One or more independent credit rating agencies may assign credit ratings to the Notes. The ratings may not reflect the
potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may
affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised
or withdrawn by the rating agency at any time.
1.8 Taxation
Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes or other
documentary charges or duties in accordance with the laws and practices of the country where the Notes are transferred
or other jurisdictions. In some jurisdictions, no official statements of the tax authorities or court decisions may be
available for innovative financial instruments such as the Notes. Potential investors are advised not to rely upon the tax
summary contained in this Base Prospectus but to ask for their own tax adviser's advice on their individual taxation with
9


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