Obligation Euro Investment Bank 2.1% ( XS0313704776 ) en GBP

Euro Investment Bank

100 % ▼

Luxembourg

XS0313704776 ( en GBP )

2.1% par an ( paiement annuel )

22/11/2022 - Obligation échue

Prospectus brochure de l'obligation European Investment Bank (EIB) XS0313704776 en GBP 2.1%, échue

1 000 GBP

100 000 000 GBP

La Banque européenne d'investissement (BEI) est l'institution de financement à long terme de l'Union européenne, soutenant des projets d'investissement dans les États membres de l'UE et dans les pays hors UE.

L'Obligation émise par Euro Investment Bank ( Luxembourg ) , en GBP, avec le code ISIN XS0313704776, paye un coupon de 2.1% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 22/11/2022

Level: 2 From: 2 Wednesday, August 1, 2007 4:41 pm g5mac4 3822 Intro : 3822 Intro
European Investment Bank ("EIB''), having made all reasonable enquiries, confirms that this Offering
Circular contains all information with regard to EIB and the Notes which is material in the context of the
Notes, that such information is true and accurate in all material respects and is not misleading, that the
opinions and intentions expressed herein are honestly held and that there are no other facts the omission of
which makes this Offering Circular as a whole or any of such information or the expression of any such
opinions or intentions misleading. EIB accepts responsibility accordingly.
No person has been authorised to give any information or to make any representations, unless contained in
this document, in connection with the issue, purchase or sale of the Notes and any information or
representations not contained herein must not be relied upon as having been authorised by EIB.
Neither the delivery of this document nor any purchase, offering or sale made in connection herewith shall,
under any circumstances, constitute a representation or create any implication that there has been no change
since the date of this document in the affairs of EIB or that other information contained herein has remained
accurate and complete.
The distribution of this Offering Circular and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Offering Circular comes are required by EIB and the
Manager to inform themselves about and to observe any such restrictions. For a description of certain
restrictions on offers and sales of Notes and on distribution of this Offering Circular see "Subscription and
Sale'' below.
References herein to "Pounds Sterling'' or "£'' are to the currency of the United Kingdom. References herein
to "euro'' or "EUR" are to the lawful currency of the member states of the European Union that adopt the
single currency in accordance with the Treaty establishing the European Community, as amended.
In connection with the issue of the Notes, J.P. Morgan Securities Ltd. (or persons acting on behalf of J.P.
Morgan Securities Ltd.) 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 J.P. Morgan Securities Ltd. (or persons acting on behalf of J.P. Morgan Securities Ltd.) will undertake
stabilisation action. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the 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 Notes and 60 days after the date of the
allotment of the Notes. Any stabilisation action or over-allotment must be conducted by J.P. Morgan
Securities Ltd. (or persons acting on behalf of J.P. Morgan Securities Ltd.) in accordance with all applicable
laws and rules.
TABLE OF CONTENTS
Page
Terms and Conditions of the Notes ........................................................................................................
3
Summary of Provisions relating to the Notes while in Global Form......................................................
9
Use of Proceeds ......................................................................................................................................
10
Subscription and Sale ..............................................................................................................................
11
General Information ................................................................................................................................
12
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Level: 2 From: 2 Wednesday, August 1, 2007 4:43 pm g5mac4 3822 Section 01 : 3822 Section 01
TERMS AND CONDITIONS OF THE NOTES
There follows the text of the terms and conditions to which (subject to completion and amendment) the Notes
will be subject:
The 2.10 per cent. Retail Prices Index Linked Notes due 22nd November, 2022 (the "Notes") of European
Investment Bank ("EIB") are issued in an aggregate nominal amount of £100,000,000. In connection with
the Notes, EIB has entered into (i) a fiscal and paying agency agreement dated 8th August, 2007 (the "Fiscal
Agency Agreement") made between EIB as issuer, The Bank of New York as fiscal agent and principal
paying agent and the other paying agents named therein and (ii) a calculation agency agreement dated 8th
August, 2007 (the "Calculation Agency Agreement") made between EIB as issuer and JPMorgan Chase
Bank, N.A. as calculation agent. The fiscal agent and principal paying agent, the calculation agent and the
paying agents for the time being are referred to below respectively as the "Fiscal Agent", the "Calculation
Agent" and the "Paying Agents" (which expression shall include the Fiscal Agent). Certain statements in
these terms and conditions are summaries of, and are subject to, the detailed provisions of the Fiscal Agency
Agreement and the Calculation Agency Agreement. Copies of the Fiscal Agency Agreement and the
Calculation Agency Agreement are available for inspection at the specified offices of the Paying Agents. The
holders of the Notes and Coupons and the Talons for further interest coupons are entitled to the benefit of,
are bound by, and are deemed to have notice of, all the provisions of the Fiscal Agency Agreement and the
Calculation Agency Agreement. For the purposes of these terms and conditions references to Coupons shall,
where the context permits, be deemed to include Talons.
1.
Form, Denomination and Title
The Notes are issued in bearer form in the denomination of £1,000 with interest coupons ("Coupons") and
one talon for further coupons (a "Talon") attached.
Title to the Notes and Coupons will pass by delivery. EIB and the Paying Agents may treat the bearer of each
Note or Coupon as the absolute owner thereof for all purposes.
2.
Interest
The Notes will bear interest on their outstanding nominal amount from 8th August, 2007 (the "Interest
Commencement Date").
The first interest payment will be made on 22nd November, 2007 in an amount of £6.05 per Note (short first
coupon) such amount being subject to indexation as provided in Condition 3. Subsequent payments of
interest will be made on 22nd May and 22nd November in each year (each an "Interest Payment Date") each
in the amount of £10.50 per Note, in each case such amount being subject to indexation as provided in
Condition 3.
Where interest is to be calculated in respect of a period of less than one Interest Period, it will be calculated
in respect of each Note on the basis of the actual number of days elapsed in such lesser period (from and
including the first day of such period, to but excluding the last) divided by the actual number of days in the
Interest Period during which such lesser period falls and multiplied by £10.50 subject to indexation as
provided in Condition 3. For the purposes of these terms and conditions "Interest Period" means each period
from and including an Interest Payment Date (or, as the case may be, the Interest Commencement Date) to
but excluding the next (or, as the case may be, the first) Interest Payment Date.
The Notes will cease to bear interest from the due date for redemption unless, upon due presentation,
payment is improperly withheld or refused.
3.
Indexation
Unless otherwise provided herein, the amount payable on redemption or repayment of the Notes and each
amount payable in respect of interest on the Notes shall be multiplied by the Index Ratio applicable to the
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day on which the payment falls due (disregarding any adjustment to the due date pursuant to Condition 7 by
reason of its not being a Business Day).
For the purposes of these terms and conditions:
"Base Index" means the Index figure for 8th August, 2007, being 206.44839.
"Business Day" means a day on which commercial banks and foreign exchange markets settle payments and
are open for general business in London.
"Expert" means an expert appointed by EIB following consultation with the relevant United Kingdom
authorities. If, for the purpose of determining amounts payable under any index-linked government stock,
the Chancellor of the Exchequer has consulted a body that the Chancellor of the Exchequer considers to be
independent and to have recognised expertise in the construction of price indices, EIB shall endeavour to
appoint that body as the Expert, or shall instruct the Expert to take into consideration any relevant
recommendation of such body.
"Index" means the United Kingdom Retail Prices Index (for all items) published by the United Kingdom
Office for National Statistics (or its successor as publisher of the Index), or any index that replaces the Index
for the purpose of calculating amounts payable under the Reference Gilt.
The "Index Ratio" applicable to any date means the Reference Index for such date divided by the Base Index.
"Reference Gilt" means 1.875 per cent. Index-Linked Treasury Gilt due 2022 or, if such stock is not in
existence or, in the opinion of the Expert, is no longer the most appropriate reference stock for the Notes (by
reason of illiquidity or otherwise), such other stock as the Expert may consider to be the most appropriate
reference stock for the Notes provided that such determination would not be materially detrimental to the
interests of EIB.
"Reference Index" means:
(a)
in relation to the first calendar day of any calendar month, the Index figure for the calendar month
falling three calendar months earlier (for example, the Reference Index for 1st June in any year shall
be the Index figure for March in that year); and
(b)
in relation to any other day, a figure (rounded to the nearest fifth decimal place) calculated by linear
interpolation between the Reference Index for the first calendar day of the month in which such day
falls and the Reference Index for the first calendar day of the month immediately following,
and the formula used to calculate the Reference Index for any given date ("RI
") can be expressed as
Date
follows:
t 1
RI
= RI + [
123
RI
RI ]
( )
Date
M
M+1
M
D
where:
"RI " is the Reference Index for the first day of the calendar month in which the given date falls;
M
"t" is the calendar day corresponding to the given date;
"D" is the number of days in the calendar month in which the given date falls; and
"RI
" is the Reference Index for the first day of the calendar month immediately following that in
M+1
which the given date falls.
If, pursuant to a change in the index used for the purpose of calculating amounts payable under the Reference
Gilt (or a change in the identity of the Reference Gilt), a new index is adopted for the Notes, such index shall
be re-based in accordance with the provisions of Condition 4.
Any change in the Index used for the Notes will be published in accordance with Condition 12 and the
relevant stock exchange will be informed.
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EIB shall appoint an Expert if the Index ceases to be published and no replacement index is adopted for the
purposes of the Reference Gilt.
The expression "materially detrimental to the interests of EIB" shall mean materially detrimental to such
interests having regard solely to the obligations of EIB under the Notes. It shall be assumed that any use of
a proposed substitute index and/or a proposed adjusted rate of interest would be materially detrimental if it
would cause the estimated present value of payments to be made by EIB under the Notes to be increased.
4.
Re-basing of Index
If the Index is revised to a new base, then with effect from the calendar month in which such revision takes
effect, it will be necessary to calculate and use a notional Index figure in substitution for the Index figure
used to determine the Reference Index figure applicable to the date on which repayment takes place and/or
an interest payment falls due. This notional Index figure will be calculated by multiplying the appropriate
actual Index figure by the Index figure on the old base for the month on which the revised Index is based and
dividing the product by the new base figure for the same month. The un-rounded notional Index figure should
then be used to calculate the relevant Reference Index as described in the definition of Reference Index
above. This procedure will be used for each occasion on which a revision is made during the life of the Notes.
5.
Failure of Index to be Published
If the Index for a month for which it is relevant for the purposes of the Notes has not been published by the
third Business Day before the relevant Interest Payment Date or, as the case may be, the third Business Day
before the redemption or repayment date, the Index figure applicable for such purposes (the "Substitute
Index Figure") shall be:
(a)
such substitute Index figure (if any) as is nominated by or on behalf of H.M. Treasury for the relevant
month for the purposes of the Reference Gilt; or
(b)
if no such substitute Index figure is nominated, the Substitute Index Figure shall be determined as
follows:
Substitute Index Figure = Base Level x (Latest Level / Reference Level)
where:
"Base Level" means the Index figure for the month falling 12 calendar months prior to the month in
respect of which the Substitute Index Figure is being determined;
"Latest Level" means the latest Index figure published prior to the month in respect of which the
Substitute Index Figure is being calculated; and
"Reference Level" means the Index figure for the month falling 12 calendar months prior to the month
referred to in "Latest Level" above.
In either case, such Index figure shall be final and no further payment by way of adjustment shall be made,
notwithstanding that the Index figure for the relevant month may subsequently be published.
In the event of failure of the Index to be published, the holders of the Notes will be informed in accordance
with Condition 12 and any stock exchange on which the Notes are listed will be informed.
6.
Redemption
Unless previously purchased and cancelled, the Notes will be redeemed at an amount equal to their nominal
amount, subject to indexation as provided in Condition 3, on 22nd November, 2022.
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7.
Purchases, Payments and Exchange of Talons
EIB shall have the right at any time to purchase Notes in the open market or otherwise. Any Notes so
purchased may be resold at EIB's discretion if not surrendered to the Fiscal Agent for cancellation.
The Calculation Agent shall calculate each amount payable in respect of principal or interest in accordance
with these terms and conditions and shall promptly notify such amount to EIB and the Fiscal Agent. The
Fiscal Agent shall publish or cause to be published a notice of determination of such amount to the holders
of the Notes and Coupons in accordance with Condition 12 and shall inform any stock exchange on which
the Notes are listed. Such publication and information shall take place no later than the third Business Day
prior to the due date for payment of such amount.
Payments of principal in respect of each Note will be made against presentation and surrender of the Note.
Payments of interest will be made against surrender of the relevant Coupon at the specified office of any
Paying Agent. Payments will be made in pounds sterling by cheque drawn on, or by credit or transfer to a
pounds sterling account specified by the payee with, a bank in the United Kingdom. Payments will be
rounded to the nearest penny below.
Payments will be subject in all cases to any fiscal or other laws and regulations applicable thereto.
Consequently, neither EIB nor any Paying Agent will make any additional payment in the event of a
withholding being required in respect of any payment under or in connection with the Notes. Neither EIB
nor any Paying Agent shall be liable to any holder of a Note or Coupon or other person for any commissions,
costs, losses or expenses in relation to or resulting from such payment or withholding.
If any day for payment of any amount in respect of any Note or Coupon is not a day on which banks are open
for business and carrying out transactions in pounds sterling in the place where the relevant Note or Coupon
is presented for payment, credit or transfer instructions in respect of such payments shall not be given and
cheques will not be drawn until the following day in such place on which they are so open and the holder
shall not be entitled to any interest or other sum in respect of such postponed payment. Neither EIB nor any
Paying Agent shall be liable to any holder of a Note or Coupon or other person for any commissions, costs,
losses or expenses in relation to or resulting from such credit or transfer or rounding effected in connection
therewith.
EIB reserves the right at any time to vary or terminate the appointment of the Fiscal Agent or any other
Paying Agent and to appoint another fiscal agent or additional or other paying agents provided that it will at
all times while any Note is outstanding maintain (i) a fiscal agent; and (ii) so long as the Notes are listed on
any stock exchange and the rules of that stock exchange so require, a paying agent having a specified office
in the city of that stock exchange. Notice of any such termination or appointment and of any change in the
specified office of any Paying Agent will be given to the holders of the Notes in accordance with Condition
12.
On or after the Interest Payment Date for the final Coupon forming part of a Coupon sheet in respect of any
Note, the Talon forming part of such Coupon sheet may be surrendered at the specified office of any Paying
Agent in exchange for a further Coupon sheet and if necessary another Talon for a further Coupon sheet.
If any Notes become prematurely due and payable, all unmatured Coupons and unexchanged Talons in
respect of such Notes shall become void, no payment shall be made in respect of such Coupons and no
Coupon will be delivered in respect of such Talons.
8.
Status of the Notes and Negative Pledge
The Notes will be unconditional, direct and general obligations of EIB in accordance with their terms for
their payment and performance. The Notes will rank pari passu with any present or future indebtedness of
EIB represented by any unsubordinated notes, bonds or other securities, except indebtedness (i) incurred for
all or part of the purchase price of property purchased by EIB and (ii) secured by any mortgage, pledge or
other security interest on such property but otherwise ranking pari passu with the Notes. If EIB shall in the
future secure any such present or future indebtedness by any mortgage, pledge or other security interest on
any of its present or future assets or revenues (other than mortgages, pledges or security interests on property
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purchased by EIB as security for all or part of the purchase price), the Notes will be secured by such
mortgage, pledge or other security interest equally and rateably with such indebtedness and the instrument
creating such mortgage, pledge or other security interest will expressly so provide.
9.
Default
The holder of any Note may, by written notice to EIB delivered before all defaults shall have been remedied,
cause such Note to become due and payable at its outstanding nominal amount subject to indexation as
provided in Condition 3, together with interest accrued thereon up to the date of payment which interest shall
be subject to indexation as provided in Condition 3, as of the date on which the said notice of acceleration
is received by EIB in the event that:
(a)
EIB shall default in any payment in respect of any of the Notes and such default shall not have been
remedied by payment thereof within 30 days; or
(b)
EIB shall default in the due performance of any of its other obligations in respect of the Notes and
such default shall continue for a period of 30 days after written notice thereof shall have been given
by the holder of any Note to EIB at its office at 100, boulevard Konrad Adenauer, L-2950 Luxembourg
or at such other address as shall be notified to the holders of the Notes in accordance with Condition
12; or
(c)
any other indebtedness of EIB for borrowed money shall become due and payable prior to the stated
maturity thereof as a result of a default thereunder or any such indebtedness shall not be paid at the
maturity thereof as extended by any applicable grace period thereof or any guarantee given by EIB for
borrowed money shall not be honoured within 30 days when due and called upon in accordance with
its terms.
10.
Replacement of Notes, Coupons and Talons
In the case of theft, loss or other involuntary dispossession or mutilation of any Note, Coupon or Talon,
application for replacement thereof is to be made to any Paying Agent. Any such Note, Coupon or Talon may
be replaced in compliance with such procedures and on such terms as to evidence, indemnification and
security as EIB and the Fiscal Agent may require. Subject to applicable stock exchange regulations, all such
costs as may be incurred in connection with the replacement of any such Note, Coupon or Talon shall be
borne by the applicant. Mutilated Notes, Coupons and Talons must be surrendered before new ones will be
issued.
11.
Prescription
Interest will cease to be payable after five years, and principal after ten years, from the due date for payment
thereof.
12.
Notices
Any notice to holders of Notes or Coupons will be validly given if published in a daily newspaper of general
circulation in London (which is expected to be the Financial Times) and through such other method of
publication as may be required by the rules of any stock exchange(s) on which the Notes may from time to
time be listed (which may include the website of the Luxembourg Stock Exchange www.bourse.lu or in
d'Wort or the Tageblatt). If such newspaper ceases to be published or such other method of publication shall
not be practicable, notices will be validly given if published in such other newspaper or by such other means
as the Fiscal Agent may deem necessary to give fair and reasonable notice to holders of Notes and Coupons.
Any such notice shall be deemed to have been given on the date of publication or, if published on different
dates, on the date of the last publication.
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13.
Further Issues
EIB may from time to time, without the consent of the holders of the Notes and Coupons, create and issue
further notes to be consolidated and form a single issue with the Notes, pursuant to an agreement
supplemental to the Fiscal Agency Agreement.
14.
Governing Law and Jurisdiction
The Notes and Coupons shall be governed by, and construed in accordance with, English law. Claims against
EIB thereunder may be brought before any competent court in England or Luxembourg, Grand Duchy of
Luxembourg, or in any other territory in which EIB shall hereafter have its legal seat. No person shall have
any right to enforce any of these terms and conditions under the Contracts (Rights of Third Parties) Act 1999.
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SUMMARY OF PROVISIONS RELATING TO THE NOTES
WHILE IN GLOBAL FORM
The Global Note contains provisions which apply to the Notes while they are in global form, some of which
modify the effect of the terms and conditions of the Notes set out in this document (the "Terms and
Conditions"). The following is a summary of certain of those provisions:
1.
Exchange
The Global Note is exchangeable in whole but not, except as provided in the next paragraph, in part (free of
charge to the holder) for the Definitive Notes described below (i) if the Global Note is held on behalf of a
clearing system and such clearing system is closed for business for a continuous period of 14 days (other
than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business
or does in fact do so, (ii) if any redemption amount in respect of any Notes is not paid when due and payable
or (iii) if EIB would suffer a material disadvantage in respect of the Notes as a result of a change in laws or
regulations which would not be suffered were the Notes in definitive form and a certificate to such effect
signed by EIB is delivered to the Fiscal Agent for display to Noteholders, (unless a default notice has been
given as referred to in "Default" below). Thereupon (in the case of (i) and (ii) above) the holder may give
notice to the Fiscal Agent, and (in the case of (iii) above) EIB may give notice to the Fiscal Agent and the
Noteholders, of its intention to exchange the Global Note for Definitive Notes on or after the Exchange Date
specified in the notice.
If any redemption amount in respect of any Notes is not paid when due and payable the holder of the Global
Note may by notice to the Fiscal Agent (which may but need not be the default notice referred to in "Default"
below) require the exchange of a specified nominal amount of the Global Note (which may be equal to or
(provided that, if the Global Note is held by or on behalf of a clearing system, that clearing system agrees)
less than the outstanding nominal amount of Notes represented thereby) for Definitive Notes on or after the
Exchange Date (as defined below) specified in such notice.
On or after any Exchange Date (as defined below) the holder of the Global Note may surrender the Global
Note or, in the case of a partial exchange, present it for endorsement to or to the order of the Fiscal Agent.
In exchange for the Global Note, or the part thereof to be exchanged, EIB will deliver, or procure the delivery
of, an equal aggregate nominal amount of duly executed Definitive Notes (having attached to them all
Coupons in respect of interest which has not already been paid on the Global Note), security printed in
accordance with any applicable legal and stock exchange requirements and in or substantially in the form set
out in Schedule 1 to the Fiscal and Paying Agency Agreement dated 8th August, 2007. On exchange in full
of the Global Note, EIB will, if the holder so requests, procure that it is cancelled and returned to the holder
together with any relevant Definitive Notes.
"Exchange Date" means a day falling not less than 60 days, or in the case of exchange pursuant to (ii) above
30 days, after that on which the notice requiring exchange is given and on which banks are open for business
in the city in which the specified office of the Fiscal Agent is located and, except in the case of exchange
pursuant to (i) above, in the cities in which the relevant clearing system is located.
2.
Payments
Payments of any redemption amount in respect of Notes represented by the Global Note will be made against
presentation for endorsement and, if no further payment falls to be made in respect of the Notes, surrender
of the Global Note to or to the order of the Fiscal Agent or such other Paying Agent as shall have been
notified to the Noteholders for such purpose. A record of each payment so made will be endorsed in the
appropriate schedule to the Global Note, which endorsement will be prima facie evidence that such payment
has been made in respect of the Notes.
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3.
Notices
So long as the Notes are represented by the Global Note and the Global Note is held on behalf of a clearing
system, notices to Noteholders may be given by delivery of the relevant notice to that clearing system for
communication by it to entitled accountholders in substitution for publication as required by the Conditions
except that so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of that Exchange
so require, notices shall also be published on the website of the Luxembourg Stock Exchange www.bourse.lu
or in a leading newspaper having general circulation in Luxembourg (which is expected to be the d'Wort or
the Tageblatt) and so long as the Notes may be listed on any other stock exchange notices will be published
in such manner as the rules of that stock exchange may require.
So long as the Notes are represented by the Global Note notices by Noteholders to EIB may be given to the
Fiscal Agent through Euroclear Bank and/or Clearstream, Luxembourg, as the case may be, in such manner
as the Fiscal Agent and Euroclear Bank and/or Clearstream, Luxembourg, may approve for this purpose.
4.
Accountholders
For so long as all of the Notes are represented by the Global Note and the Global Note is held on behalf of
Euroclear Bank and/or Clearstream, Luxembourg, each person who is for the time being shown in the
records of Euroclear Bank or Clearstream, Luxembourg as the holder of a particular principal amount of such
Notes (each an "Accountholder") (in which regard any certificate or other document issued by Euroclear
Bank or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any
person shall be conclusive and binding for all purposes) shall be treated as the holder of such nominal
amount of such Notes for all purposes other than with respect to the payment of principal and interest on
such Notes, the right to which shall be vested, as against the Issuer solely in the bearer of the relevant Global
Note in accordance with and subject to its terms. Each Accountholder must look solely to Euroclear Bank
and Clearstream, Luxembourg, as the case may be, for its share of each payment made to the bearer of the
relevant Global Note.
5.
Purchase and Cancellation
Cancellation of any Note to be cancelled following its purchase will be effected by reduction in the nominal
amount of the Global Note.
6.
Default
The Global Note provides that the holder may cause the Global Note or a portion of it to become due and
payable in the circumstances described in Condition 9 by stating in the notice to EIB the nominal amount of
Notes which is being declared due and payable.
USE OF PROCEEDS
The net proceeds of the sale of the Notes, which will amount to £99,696,000 will be used in the general
operations of EIB.
10

Document Outline

#1">3822 Cover Blacklined or Clean.pdf
#1">3822 Intro.pdf
#3">3822 Section 01.pdf
#9">3822 Section 02.pdf
#16">3822 Section 03.pdf