Obligation Repsol 5.85% ( US87425EAJ29 ) en USD

Repsol

98.208 % ⇌

Canada

US87425EAJ29 ( en USD )

5.85% par an ( paiement semestriel )

31/01/2037

Prospectus brochure de l'obligation Repsol US87425EAJ29 en USD 5.85%, échéance 31/01/2037

1 000 USD

102 266 000 USD

87425EAJ2

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

01/08/2024 ( Dans 98 jours )

L'Obligation émise par Repsol ( Canada ) , en USD, avec le code ISIN US87425EAJ29, paye un coupon de 5.85% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/01/2037

L'Obligation émise par Repsol ( Canada ) , en USD, avec le code ISIN US87425EAJ29, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Repsol ( Canada ) , en USD, avec le code ISIN US87425EAJ29, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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SUPPL 1 a2166813zsuppl.htm SUPPLEMENT
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Filed pursuant to
General Instruction
II.K. of Form F-9;
File No. 333-130261
Prospectus Supplement to Prospectus dated December 19, 2005.

US$500,000,000 5.850% Notes due 2037
The notes will bear interest at the rate of 5.850% per year. We will pay interest on the notes semi-annually
in arrears on February 1 and August 1 of each year, beginning August 1, 2006. The notes will mature on
February 1, 2037. We may redeem some or all of the notes at any time, at 100% of their principal amount plus a
make-whole premium as described in this prospectus supplement. We may also redeem all of the notes if certain
changes affecting Canadian withholding taxes occur. The notes do not have the benefit of any sinking fund.
The notes will be our unsecured obligations and rank equally with all of our existing and future unsecured
and unsubordinated indebtedness.
Investing in the notes involves risks that are described in the "Risk Factors" section beginning on page 23
of the accompanying prospectus.
We are permitted, under a multi-jurisdictional disclosure system adopted by the United States and
Canada, to prepare this prospectus supplement and the accompanying prospectus in accordance with
Canadian disclosure requirements which are different from those of the United States. We prepare our
financial statements in accordance with Canadian generally accepted accounting principles and are
subject to Canadian auditing and auditor independence standards. As a result, they may not be
comparable to financial statements of United States companies in certain respects. Information regarding
the impact upon our financial statements of significant differences between Canadian and U.S. generally
accepted accounting principles is contained in the notes to the consolidated financial statements
incorporated by reference in the accompanying prospectus.
Owning the notes may subject you to tax consequences both in the United States and in Canada. This
prospectus supplement and the accompanying prospectus may not describe these tax consequences fully.
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You should read the tax discussion in this prospectus supplement.
Your ability to enforce civil liabilities under the U.S. federal securities laws may be affected
adversely because we are incorporated in Canada, some or all of our officers and directors and some or all
of the experts named in this prospectus supplement and the accompanying prospectus are residents of
Canada, and a substantial portion of our assets and all or a substantial portion of the assets of such
persons are located outside of the United States.
Neither the Securities and Exchange Commission nor any state securities commission has approved
or disapproved of these securities or determined if this prospectus supplement or the accompanying
prospectus is truthful or complete. Any representation to the contrary is a criminal offence.
Per Note
Total

Public offering price(1)

99.418%
US$497,090,000
Underwriting commission

0.875%
US$4,375,000
Proceeds, before expenses, to Talisman(1)

98.543%
US$492,715,000
(1)
Plus accrued interest from January 27, 2006 if settlement occurs after that date.
The underwriters expect to deliver the notes through the facilities of The Depository Trust Company
against payment in New York, New York on January 27, 2006.
Joint Book-Running Managers
Goldman, Sachs & Co.

RBC Capital Markets
BNP PARIBAS
CIBC World Markets
HSBC
Scotia Capital
Banc of America Securities LLC
Citigroup

TD Securities
Prospectus Supplement dated January 23, 2006.
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IMPORTANT NOTICE ABOUT INFORMATION IN
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
This document is in two parts. The first part, this prospectus supplement, describes the specific terms of the
notes we are offering and also adds and updates certain information contained in the accompanying prospectus
and documents incorporated by reference. The second part, the base prospectus, dated December 19, 2005, gives
more general information, some of which may not apply to the notes we are offering. The accompanying base
prospectus is referred to as the "prospectus" in this prospectus supplement.
If the description of the notes varies between this prospectus supplement and the prospectus, you
should rely on the information in this prospectus supplement.
You should rely only on the information contained in or incorporated by reference in this prospectus
supplement and the prospectus. We have not, and the underwriters have not, authorized any other person
to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell
these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the
information appearing in this prospectus supplement and the prospectus, as well as information we
previously filed with the U.S. Securities and Exchange Commission and with the Alberta Securities
Commission and incorporated by reference, is accurate as of the date of such information only. Our
business, financial condition, results of operations and prospects may have changed since those dates.
In this prospectus supplement, all capitalized terms used and not otherwise defined herein have the
meanings provided in the prospectus. In the prospectus and this prospectus supplement, unless otherwise
specified or the context otherwise requires, all dollar amounts are expressed in Canadian dollars, and all financial
information included and incorporated by reference in the prospectus and this prospectus supplement is
determined using Canadian generally accepted accounting principles ("Canadian GAAP"). "U.S. GAAP" means
generally accepted accounting principles in the United States. For a discussion of the principal differences
between our financial results as calculated under Canadian GAAP and under U.S. GAAP, you should refer to
note 21 of our audited consolidated financial statements for the year ended December 31, 2004, incorporated by
reference in the prospectus.
Unless otherwise specified or the context otherwise requires, all references in this prospectus supplement
and the prospectus to "we", "us", "our" or "Talisman" refer to Talisman Energy Inc. and its subsidiaries on a
consolidated basis. In the sections entitled "Summary of the Offering", "Recent Developments--Concurrent
Offering in Canada" and "Description of the Notes" in this prospectus supplement and "Description of Debt
Securities" in the prospectus, "we", "us", "our" or "Talisman" refer to only Talisman Energy Inc., without any of
its subsidiaries.
This prospectus supplement is deemed to be incorporated by reference into the prospectus solely for the
purposes of the offering of the notes offered hereby. Other documents are also incorporated or deemed to be
incorporated by reference into the prospectus. See "Documents Incorporated by Reference" in this prospectus
supplement and "Where You Can Find More Information" in the prospectus.
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FORWARD-LOOKING INFORMATION
This document contains or incorporates statements that constitute "forward-looking statements" within the
meaning of the United States Private Securities Litigation Reform Act of 1995. Any statements that express or
involve discussions with respect to predictions, business strategy, budgets, exploration and development
opportunities or projects, infrastructure or construction projects, the expected timing of commencement of
production and anticipated amount of production of projects under development, acquisitions, expectations,
beliefs, plans, objectives, assumptions or future events or performance (often, but not always, using words or
phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans",
"projects", "believes", "forecasts", "estimates", "intends", "possible", "probable", "scheduled", "likely" or
"positioned", or stating that certain actions, events or results "may", "could", "should", "would", "might" or "will"
be taken, occur or be achieved) are not statements of historical fact and may be "forward-looking statements". In
addition, our statements relating to our expected incremental production in 2006, potential production in 2009
and production per share growth in excess of 10% annually from 2005 through 2008 are "forward-looking
statements". Such statements are included, among other places, in this document under the headings "Talisman
Energy Inc." and "Recent Developments", in the prospectus under the heading "Risk Factors", in our Annual
Information Form under the headings "General Development of the Business", "Description of the Business",
"Legal Proceedings" and "Risk Factors", in the Management's Discussion and Analysis for the year ended
December 31, 2004, in the Management's Discussion and Analysis for the nine months ended September 30,
2005, and in our material change report relating to our offer to acquire all of the shares of Paladin Resources plc.
Statements concerning oil and gas reserves contained in the Annual Information Form under "Description of the
Business--Reserves Estimates" and "Description of the Business--Other Oil and Gas Information" or in the
annual consolidated financial statements for the year ended December 31, 2004 and elsewhere also may be
deemed to be forward-looking statements as they involve the implied assessment, based on certain estimates and
assumptions, that the resources described can be profitably produced in the future.
You are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements
are based on current expectations, estimates and projections at the time the statements are made that involve a
number of risks and uncertainties which could cause actual results to differ materially from those anticipated by
us. These include, but are not limited to:
·
fluctuations in oil and gas prices, foreign currency exchange rates and interest rates;
·
the outcome and effects of acquisitions and proposed acquisitions;
·
the risks of the oil and gas industry such as operational risks in exploring for, developing and
producing crude oil and natural gas and market demand;
·
market competition;
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·
risks and uncertainties involving geology of oil and gas deposits;
·
the uncertainty of reserve estimates and reserve life;
·
the uncertainty of estimates and projections relating to production, costs and expenses;
·
potential delays or changes in plans with respect to exploration or development projects or capital
expenditures;
·
health, safety and environmental risks;
·
uncertainties as to the availability and cost of financing;
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·
uncertainties related to the litigation process, such as possible discovery of new evidence or
acceptance of novel legal theories and the difficulties in predicting the decisions of judges
and juries;
·
risks in conducting foreign operations (for example, political and fiscal instability or the
possibility of civil unrest or military action);
·
general economic conditions;
·
the effect of acts of, or actions against, international terrorism; and
·
the possibility that government policies or laws may change or governmental approvals may be
delayed or withheld.
We caution that the foregoing list of risks and uncertainties is not exhaustive. Events or circumstances
could cause our actual results to differ materially from those estimated or projected and expressed in, or implied
by, these forward-looking statements. Additional information concerning certain of these and other factors which
could affect our operations or financial results are included under the heading "Risk Factors" in the prospectus,
including information incorporated by reference thereunder, in our Management's Discussion and Analysis
incorporated by reference in the prospectus, under the heading "Risk Factors" in our Annual Information Form as
well as in our other reports on file with Canadian securities regulatory authorities and the United States Securities
and Exchange Commission.
Forward-looking statements are based on our estimates and opinions of our management at the time the
statements are made. We undertake no obligation to update forward-looking statements should circumstances or
estimates or opinions change.
EXCHANGE RATE INFORMATION
We publish our consolidated financial statements in Canadian dollars. In this prospectus supplement,
unless otherwise specified or the context otherwise requires, all dollar amounts are expressed in Canadian dollars
and references to "dollars" or "$" are to Canadian dollars and references to "US$" are to United States dollars.
The following table sets forth the Canada/U.S. exchange rates on the last day of the periods indicated as
well as the high, low and average rates for such periods. The high, low and average exchange rates for each
period were identified or calculated from spot rates in effect on each trading day during the relevant period. The
exchange rates shown are expressed as the number of U.S. dollars required to purchase one Canadian dollar.
These exchange rates are based on those published on the Bank of Canada's website as being in effect at
approximately noon on each trading day (the "Bank of Canada noon rate"). On January 23, 2006, the Bank of
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Canada noon rate was US$0.8687 equals $1.00.
Nine Months
Year Ended December 31,
Ended

September 30,
2004
2003
2002
2005
2004

Period End

0.8308
0.7738
0.6331
0.8613
0.7912
High

0.8493
0.7738
0.6618
0.8613
0.7912
Low

0.7159
0.6350
0.6199
0.7872
0.7159
Average

0.7697
0.7156
0.6369
0.8170
0.7530
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OIL AND GAS INFORMATION
The estimate of the proved plus probable reserves of Paladin Resources plc set forth in this prospectus
supplement has been prepared based on the Society of Petroleum Engineers/World Petroleum Congress
definition for probable reserves. Such estimate has been prepared internally by Talisman and no independent
reserves evaluator or auditor was involved in the preparation thereof. The estimated reserve number is not in
accordance with the rules of the United States Securities and Exchange Commission, which rules do not permit
disclosure of probable reserves.
In this prospectus supplement, certain oil and gas information is presented on a barrels of oil equivalent
("boe") basis. Natural gas is converted to oil equivalent at the ratio of 6 thousand cubic feet to 1 boe. Boe maybe
misleading, particularly if used in isolation. A boe conversion ratio of 6:1 is based on an energy equivalency
conversion method primarily applicable at the burner tip and does not represent a value equivalency at the
wellhead.
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SUMMARY OF THE OFFERING
The following is a brief summary of some of the terms of this offering. For a more complete description of
the terms of the notes, see "Description of the Notes" in this prospectus supplement and "Description of Debt
Securities" in the prospectus.
Securities Offered

US$500,000,000 aggregate principal amount of 5.850% notes.
Interest Payment Dates

February 1 and August 1 of each year, beginning
August 1, 2006.
Maturity Date

February 1, 2037.
Ranking

The notes will be our direct, unsecured and unsubordinated
obligations and will rank equally with all of our existing and
future unsecured and unsubordinated indebtedness. We conduct
a substantial portion of our business through corporate and
partnership subsidiaries. The notes will be structurally
subordinate to all existing and future indebtedness and liabilities
of any of our corporate and partnership subsidiaries. See
"Description of the Notes--Ranking and Other Indebtedness" in
this prospectus supplement and "Description of Debt Securities
--Ranking and Other Indebtedness" in the prospectus. As at
September 30, 2005, our subsidiaries (which did not then
include Paladin Resources plc) had approximately
$1,559 million of indebtedness and other liabilities to third
parties, including accounts payable and income and other taxes
payable. As at December 31, 2005, Paladin Resources plc had
approximately $43 million of long term debt.
Optional Redemption

We may redeem the notes, in whole or in part, at any time, at
the "make-whole" price described in this prospectus
supplement. See "Description of the Notes--Optional
Redemption" in this prospectus supplement.

We may also redeem the notes in whole, but not in part, at the
redemption prices described in the accompanying prospectus at
any time in the event certain changes affecting Canadian
withholding taxes occur. See "Description of Debt Securities--
Tax Redemption" in the prospectus.
Sinking Fund

None.
Certain Covenants

The indenture pursuant to which the notes will be issued will
contain certain covenants that, among other things, limit:
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Document Outline

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