Obligation Novo Banco 0% ( XS1021154064 ) en EUR

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Portugal

XS1021154064 ( en EUR )

22/01/2049

Prospectus brochure de l'obligation Novo Banco XS1021154064 en EUR 0%, échéance 22/01/2049

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300 000 000 EUR

L'Obligation émise par Novo Banco ( Portugal ) , en EUR, avec le code ISIN XS1021154064, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 22/01/2049

PROSPECTUS
Banco Espírito Santo, S.A.
(Incorporated with limited liability in Portugal)
(acting through its head office or its Madeira branch or its Cayman Islands branch
or its London branch or its Luxembourg branch)
and
BES Finance Ltd.
(Incorporated with limited liability in the Cayman Islands)
unconditionally and irrevocably guaranteed by
Banco Espírito Santo, S.A.
(Incorporated with limited liability in Portugal)
(acting through its London branch)
20,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME
This Prospectus is valid for the purpose of the listing of Notes on the Official List of the Luxembourg Stock Exchange and the admission to trading of the Notes on the regulated market of the
Luxembourg Stock Exchange, for a period of one year from the date of publication. Any Notes (as defined below) issued under the Programme on or after the date of this Prospectus are issued subject
to the provisions herein. This Prospectus does not affect any Notes already issued. Under the 20,000,000,000 Euro Medium Term Note Programme (the "Programme"), each of Banco Espírito Santo,
S.A. (the "Bank" or "BES"), acting through its head office or its Madeira branch or its Cayman Islands branch or its London branch or its Luxembourg branch, and BES Finance Ltd. ("BES Finance"
and, together with the Bank in its capacity as an issuer of Notes under the Programme, the "Issuers" and each an "Issuer") may from time to time and, subject to applicable laws and regulations, issue
notes (the "Notes", which will include Senior Notes and Subordinated Notes (as such terms are defined below)) denominated in any currency agreed between the Issuer of such Notes (the "relevant
Issuer") and the relevant Dealer (as defined below).
The payments of all amounts owing in respect of the Notes issued by BES Finance will be unconditionally and irrevocably guaranteed by the Bank, acting through its London branch, pursuant to the
Trust Deed (as defined herein).
The Final Terms (as defined below) for each Tranche (as defined on page 90) of Notes will state whether the Notes of such Tranche are to be (i) senior Notes which, in the case of Notes issued by BES
Finance, will be guaranteed on an unsubordinated basis ("Senior Notes") or (i ) dated subordinated Notes which, in the case of Notes issued by BES Finance, will be guaranteed on a subordinated basis
("Subordinated Notes").
The maximum aggregate nominal amount of al Notes from time to time outstanding under the Programme will not exceed 20,000,000,000 or such greater amount as may be agreed from time to time
in accordance with the terms of the Programme Agreement (or its equivalent in other currencies calculated as described herein). The Notes may be issued on a continuing basis to one or more of the
Dealers specified below and any additional Dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis (each a "Dealer" and
together the "Dealers"). References in this Prospectus to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers
agreeing to purchase such Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors".
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under the Luxembourg Act dated 10th July, 2005 on
prospectuses for securities, as amended (the "Prospectus Act 2005") to approve this document as a base prospectus for the purposes of Directive 2003/71/EC as amended (which includes the
amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area) (the "Prospectus Directive"). The
CSSF assumes no responsibility as to the economic and financial soundness of the transactions contemplated by this Prospectus or the quality or solvency of the Issuers in accordance with Article 7(7)
of the Prospectus Act 2005. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the Regulated Market of the
Luxembourg Stock Exchange and to be listed on the Official List of the Luxembourg Stock Exchange. References in this Base Prospectus to Notes being "listed" (and all related references) shall mean
that such Notes have been admitted to trading on the Luxembourg Stock Exchange's regulated market and have been listed on the Official List of the Luxembourg Stock Exchange. The Luxembourg
Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC).
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche of Notes will
be set forth in the final terms (the "Final Terms") which, with respect to Notes to be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Luxembourg Stock
Exchange, will be filed with the CSSF. Copies of Final Terms in relation to Notes to be listed on the Luxembourg Stock Exchange will also be published on the website of the Luxembourg Stock
Exchange (www.bourse.lu).
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the relevant Issuer, and the
relevant Dealer. Each Issuer may also issue unlisted Notes.
In the case of Notes held through Interbolsa-Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A. ("Interbolsa") (each an "Interbolsa Note") the
Notes of each Tranche will be in book-entry form (forma escritural) and can be either registered Notes (nominativas) or bearer Notes (ao portador), as specified in the applicable Final Terms. The
Notes of each Tranche (other than Interbolsa Notes) will be in bearer form. Bearer Notes other than Interbolsa Notes will (unless otherwise specified in the applicable Final Terms) initially be
represented by a temporary global Note, which may be in new global note form, which will be exchangeable either for interests in a permanent global Note or for definitive Notes, as indicated in the
applicable Final Terms, al as further described in "Form of the Notes" below.
The relevant Issuer, the Bank, acting through its London branch, (where the relevant Issuer is BES Finance) and (in respect of Notes other than Interbolsa Notes) the Trustee may agree with any Dealer
that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a supplement to this Prospectus, a drawdown base prospectus or a new base
prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes.
Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, such rating will be disclosed in the applicable Final Terms. Whether or not each credit rating applied for
in relation to relevant Series of Notes will be issued by a credit rating agency established in the European Union and registered under Regulation (EC) No. 1060/2009 (as amended) (the "CRA
Regulation") will be disclosed clearly and prominently in the Final Terms. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or
withdrawal at any time by the assigning rating agency.
The Bank has a rating of "BB-" by Standard & Poor's Credit Market Services Europe Limited ("S&P"), "Ba3" by Moody's Investors Service España, S.A. ("Moody's") and "BBB (low)" by DBRS,
Inc. ("DBRS"). S&P, Moody's and DBRS are established in the European Union and are registered under the CRA Regulation (as amended). As such S&P, Moody's and DBRS are included in the list
of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with such Regulation.
Arranger
HSBC
Dealers
BANCA IMI
BANCO ESPÍRITO SANTO
BARCLAYS
BNP PARIBAS
BOFA MERRILL LYNCH
CITIGROUP
COMMERZBANK
CRÉDIT AGRICOLE CIB
CREDIT SUISSE
DEUTSCHE BANK
ESPIRITO SANTO INVESTMENT BANK
GOLDMAN SACHS INTERNATIONAL
HSBC
J.P. MORGAN
LANDESBANK BADEN - WÜRTTEMBERG
MITSUBISHI UFJ SECURITIES
MORGAN STANLEY
NOMURA
SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING
THE ROYAL BANK OF SCOTLAND
UBS INVESTMENT BANK
UNICREDIT BANK
The date of this Prospectus is 17th July, 2013

IMPORTANT INFORMATION
This Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus
Directive.
Each of BES Finance and the Bank accepts responsibility for the information contained in this
Prospectus and the Final Terms (as defined below) for each Tranche of Notes issued under the
Programme. To the best of the knowledge and belief of BES Finance and the Bank (each having taken
all reasonable care to ensure that such is the case), the information contained in this Prospectus is in
accordance with the facts and does not omit anything likely to affect the import of such information.
This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see "Documents Incorporated by Reference" below). This Prospectus shall be
read and construed on the basis that such documents are incorporated and form part of this
Prospectus. Each of BES Finance and the Bank accepts responsibility for the accuracy of the
translations into English of such documents.
Neither the Dealers nor the Trustee have separately verified the information contained herein.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no
responsibility or liability is accepted by the Dealers or the Trustee as to the accuracy or completeness
of the information contained in this Prospectus or any other information provided by BES Finance or
the Bank in connection with the Programme or the Notes or their distribution. The statements made in
this paragraph are made without prejudice to the responsibility of BES Finance and the Bank under
the Programme.
No person is or has been authorised to give any information or to make any representation not
contained in or not consistent with this Prospectus or any other information supplied in connection
with the Programme or the Notes and, if given or made, such information or representation must not
be relied upon as having been authorised by BES Finance, the Bank, the Trustee or any of the Dealers.
Neither this Prospectus nor any other information supplied in connection with the Programme or any
Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered
as a recommendation or constituting an invitation or offer by BES Finance, the Bank, the Trustee or
any of the Dealers that any recipient of this Prospectus or any other information supplied in
connection with the Programme or any Notes should purchase any Notes. Each investor contemplating
purchasing any Notes should make its own independent investigation of the financial condition and
affairs, and its own appraisal of the creditworthiness, of BES Finance and/or the Bank. Neither this
Prospectus nor any other information supplied in connection with the Programme or the issue of any
Notes constitutes an offer or invitation by or on behalf of BES Finance or the Bank or any of the
Dealers or the Trustee to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning BES Finance and/or the Bank
is correct at any time subsequent to the date hereof or that any other information supplied in
connection with the Programme is correct as of any time subsequent to the date indicated in the
document containing the same. The Dealers and the Trustee expressly do not undertake to review the
financial condition or affairs of BES Finance or the Bank during the life of the Programme or to
advise any investor in the Notes of any information coming to their attention.

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IMPORTANT INFORMATION RELATING TO NON-EXEMPT OFFERS OF NOTES
Restrictions on Non-exempt offers of Notes in Relevant Member States
Certain Tranches of Notes with a denomination of less than 100,000 (or its equivalent in any other
currency) may be offered in circumstances where there is no exemption from the obligation under the
Prospectus Directive to publish a prospectus. Any such offer is referred to as a Non-exempt Offer. This
Prospectus has been prepared on a basis that permits Non-exempt Offers of Notes. However, any person
making or intending to make a Non-exempt Offer of Notes in any Member State of the European Economic
Area which has implemented the Prospectus Directive (each, a Relevant Member State) may only do so if
this Prospectus has been approved by the competent authority in that Relevant Member State (or, where
appropriate, approved in another Relevant Member State and notified to the competent authority in that
Relevant Member State) and published in accordance with the Prospectus Directive, provided that the
relevant Issuer has consented to the use of this Prospectus in connection with such offer as provided under
"Consent given in accordance with Article 3.2 of the Prospectus Directive (Retail Cascades)" and the
conditions attached to that consent are complied with by the person making the Non-exempt Offer of such
Notes.
Save as provided above, none of BES Finance, the Bank and any Dealer has authorised, nor do they
authorise, the making of any Non-exempt Offer of Notes in circumstances in which an obligation arises for
the relevant Issuer or any Dealer to publish or supplement a prospectus for such offer.
Consent given in accordance with Article 3.2 of the Prospectus Directive (Retail Cascades)
In the context of a Non-exempt Offer of such Notes, the relevant Issuer accepts responsibility, in the
jurisdictions to which the consent to use the Prospectus extends, for the content of this Prospectus under
Article 6 of the Prospectus Directive in relation to any person (an Investor) who acquires any Notes in a
Non-exempt Offer made by any person to whom such Issuer has given consent to the use of this Prospectus
(an Authorised Offeror) in that connection, provided that the conditions attached to that consent are
complied with by the Authorised Offeror. The consent and conditions attached to it are set out under
"Consent" and "Common Conditions to Consent" below.
None of BES Finance, the Bank or any Dealer makes any representation as to the compliance by an
Authorised Offeror with any applicable conduct of business rules or other applicable regulatory or securities
law requirements in relation to any Non-exempt Offer and none of the Issuers or any Dealer has any
responsibility or liability for the actions of that Authorised Offeror.
Except in the circumstances set out in the following paragraphs, none of BES Finance, the Bank and
any Dealer has authorised the making of any Non-exempt Offer by any offeror and the relevant Issuer
has not consented to the use of this Prospectus by any other person in connection with any Non-exempt
Offer of Notes. Any Non-exempt Offer made without the consent of the relevant Issuer is
unauthorised and none of BES Finance, the Bank and any Dealer accepts any responsibility or liability
for the actions of the persons making any such unauthorised offer. If, in the context of a Non-exempt
Offer, an Investor is offered Notes by a person which is not an Authorised Offeror, the Investor should check
with that person whether anyone is responsible for this Prospectus for the purposes of Article 6 of the
Prospectus Directive in the context of the Non-Exempt Offer and, if so, who that person is. If the Investor is
in any doubt about whether it can rely on this Prospectus and/or who is responsible for its contents it should
take legal advice.

2

In connection with each Tranche of Notes and subject to the conditions set out below under "Common
Conditions to Consent":
(a)
the relevant Issuer consents to the use of this Prospectus (as supplemented as at the relevant time, if
applicable) in connection with a Non-exempt Offer of such Notes during the relevant Offer Period
stated in the applicable Final Terms by the relevant Dealer and by:
(i)
any financial intermediary named as an Initial Authorised Offeror in the applicable Final
Terms; and
(ii)
any financial intermediary appointed after the date of the applicable Final Terms and whose
name is published on the Bank's website (www.bes.pt) and identified as an Authorised
Offeror in respect of the relevant Non-exempt Offer;
(b)
if (and only if) Part B of the applicable Final Terms specifies "General Consent" as "Applicable", the
relevant Issuer hereby offers to grant its consent to the use of this Prospectus (as supplemented as at
the relevant time, if applicable) in connection with a Non-exempt Offer of Notes during the relevant
Offer Period stated in the applicable Final Terms by any financial intermediary which satisfies the
following conditions:
(i)
it is authorised to make such offers under the Financial Services and Markets Act 2000, as
amended, or other applicable legislation implementing the Markets in Financial Instruments
Directive (Directive 2004/39/EC) (in which regard, Investors should consult the register
maintained by the Financial Conduct Authority at: www.fsa.gov.uk/register/home.do); and
(ii)
it accepts the relevant Issuer's offer to grant consent to the use of this Prospectus by
publishing on its website the following statement (with the information in square brackets
completed with the relevant information):
"We, [insert legal name of financial intermediary], refer to the [insert title of relevant
Notes] (the "Notes") described in the Final Terms dated [insert date] (the "Final Terms")
published by [BES Finance Ltd.]/[Banco Espírito Santo, S.A.] (the "Issuer"). We hereby
accept the offer by the Issuer of its consent to our use of the Prospectus (as defined in the
Final Terms) in connection with the offer of the Notes in accordance with the Authorised
Offeror Terms and subject to the conditions to such consent, each as specified in the
Prospectus, and we are using the Prospectus accordingly."
The Authorised Offeror Terms, being the terms to which the relevant financial intermediary agrees
in connection with using the Prospectus, are that the relevant financial intermediary:
(A)
will, and it agrees, represents, warrants and undertakes for the benefit of BES Finance, the
Bank and the relevant Dealer that it will, at all times in connection with the relevant Non-
exempt Offer:
I.
act in accordance with, and be solely responsible for complying with, all applicable
laws, rules, regulations and guidance of any applicable regulatory bodies (the
Rules), including the Rules published by the United Kingdom Financial Conduct
Authority (FCA) (including its guidance for distributors in "The Responsibilities of
Providers and Distributors for the Fair Treatment of Customers") from time to time
including, without limitation and in each case, Rules relating to both the
appropriateness or suitability of any investment in the Notes by any person and
disclosure to any potential Investor, and will immediately inform the relevant Issuer,
the Bank (where the Issuer is BES Finance) and the relevant Dealer if at any time
such financial intermediary becomes aware or suspects that it is or may be in

3

violation of any Rules and take all appropriate steps to remedy such violation and
comply with such Rules in all respects;
II.
comply with the restrictions set out under "Subscription and Sale" in this Prospectus
which would apply as if it were a Dealer;
III.
ensure that any fee (and any other commissions or benefits of any kind) received or
paid by that financial intermediary in relation to the offer or sale of the Notes does
not violate the Rules and, to the extent required by the Rules, is fully and clearly
disclosed to Investors or potential Investors;
IV.
hold all licences, consents, approvals and permissions required in connection with
solicitation of interest in, or offers or sales of, the Notes under the Rules, including
authorisation under the Financial Services and Markets Act 2000;
V.
comply with applicable anti-money laundering, anti-bribery, anti-corruption and
"know your client" Rules (including, without limitation, taking appropriate steps, in
compliance with such Rules, to establish and document the identity of each potential
Investor prior to initial investment in any Notes by the Investor), and will not permit
any application for Notes in circumstances where the financial intermediary has any
suspicions as to the source of the application monies;
VI.
retain Investor identification records for at least the minimum period required under
applicable Rules, and shall, if so requested, make such records available to the
relevant Dealer, the relevant Issuer, the Bank (where the Issuer is BES Finance) or
directly to the appropriate authorities with jurisdiction over the relevant Issuer, the
Bank (where the Issuer is BES Finance) and/or the relevant Dealer in order to enable
the relevant Issuer, the Bank (where the Issuer is BES Finance) and/or the relevant
Dealer to comply with anti-money laundering, anti-bribery, anti-corruption and
"know your client" Rules applying to the relevant Issuer, the Bank (where the Issuer
is BES Finance) and/or the relevant Dealer;
VII.
ensure that no holder of Notes or potential Investor in Notes shall become an
indirect or direct client of the relevant Issuer, the Bank (where the Issuer is BES
Finance) or the relevant Dealer for the purposes of any applicable Rules from time
to time, and to the extent that any client obligations are created by the relevant
financial intermediary under any applicable Rules, then such financial intermediary
shall perform any such obligations so arising;
VIII. co-operate with the relevant Issuer, the Bank (where the Issuer is BES Finance) and
the relevant Dealer in providing such information (including, without limitation,
documents and records maintained pursuant to paragraph (VI) above) upon written
request from the relevant Issuer, the Bank (where the Issuer is BES Finance) or the
relevant Dealer as is available to such financial intermediary or which is within its
power and control from time to time, together with such further assistance as is
reasonably requested by the relevant Issuer, the Bank (where the Issuer is BES
Finance) or the relevant Dealer:
(i)
in connection with any request or investigation by any regulator in relation
to the Notes, the relevant Issuer, the Bank (where the Issuer is BES Finance)
or the relevant Dealer; and/or

4

(ii)
in connection with any complaints received by the relevant Issuer, the Bank
(where the Issuer is BES Finance and/or the relevant Dealer relating to the
relevant Issuer, the Bank (where the Issuer is BES Finance) and/or the
relevant Dealer or another Authorised Offeror including, without limitation,
complaints as defined in rules published by any regulator of competent
jurisdiction from time to time; and/or
(iii)
which the relevant Issuer, the Bank (where the Issuer is BES Finance) or the
relevant Dealer may reasonably require from time to time in relation to the
Notes and/or as to allow the relevant Issuer, the Bank (where the Issuer is
BES Finance) or the relevant Dealer fully to comply with its own legal, tax
and regulatory requirements,
in each case, as soon as is reasonably practicable and, in any event, within any time
frame set by any such regulator or regulatory process;
IX.
during the period of the initial offering of the Notes: (i) only sell the Notes at the
Issue Price specified in the applicable Final Terms (unless otherwise agreed with the
relevant Dealer); (ii) only sell the Notes for settlement on the Issue Date specified in
the relevant Final Terms; (iii) not appoint any sub-distributors (unless otherwise
agreed with the relevant Dealer); (iv) not pay any fee or remuneration or
commissions or benefits to any third parties in relation to the offering or sale of the
Notes (unless otherwise agreed with the relevant Dealer); and (v) comply with such
other rules of conduct as may be reasonably required and specified by the relevant
Dealer;
X.
either (i) obtain from each potential Investor an executed application for the Notes,
or (ii) keep a record of all requests such financial intermediary (x) makes for its
discretionary management clients, (y) receives from its advisory clients and (z)
receives from its execution-only clients, in each case prior to making any order for
the Notes on their behalf, and in each case maintain the same on its files for so long
as is required by any applicable Rules;
XI.
ensure that it does not, directly or indirectly, cause the relevant Issuer, the Bank
(where the Issuer is BES Finance) or the relevant Dealer to breach any Rule or
subject the relevant Issuer, the Bank (where the Issuer is BES Finance) or the
relevant Dealer to any requirement to obtain or make any filing, authorisation or
consent in any jurisdiction;
XII.
comply with the conditions to the consent referred to under "Common conditions to
consent" below and any further requirements relevant to the Non-exempt Offer as
specified in the applicable Final Terms;
XIII. make available to each potential Investor in the Notes the Prospectus (as
supplemented as at the relevant time, if applicable), the applicable Final Terms and
any applicable information booklet provided by the relevant Issuer for such purpose,
and not convey or publish any information that is not contained in or entirely
consistent with the Prospectus and the applicable Final Terms; and
XIV. if it conveys or publishes any communication (other than the Prospectus or any other
materials provided to such financial intermediary by or on behalf of the relevant
Issuer for the purposes of the relevant Non-exempt Offer) in connection with the
relevant Non-exempt Offer, it will ensure that such communication (A) is fair, clear

5

and not misleading and complies with the Rules, (B) states that such financial
intermediary has provided such communication independently of the relevant Issuer,
that such financial intermediary is solely responsible for such communication and
that none of the relevant Issuer, the Bank (where the Issuer is BES Finance) and the
relevant Dealer accepts any responsibility for such communication and (C) does not,
without the prior written consent of the relevant Issuer, the Bank (where the Issuer is
BES Finance) or the relevant Dealer (as applicable), use the legal or publicity names
of the relevant Issuer, the Bank (where the Issuer is BES Finance) or the relevant
Dealer or any other name, brand or logo registered by an entity within their
respective groups or any material over which any such entity retains a proprietary
interest, except to describe BES Finance or the Bank, as the case may be, as issuer
of the relevant Notes and the Bank as the guarantor of the relevant Notes on the
basis set out in the Prospectus;
(B)
agrees and undertakes to indemnify each of the relevant Issuer, the Bank (where the Issuer is
BES Finance) and the relevant Dealer (in each case on behalf of such entity and its
respective directors, officers, employees, agents, affiliates and controlling persons) against
any losses, liabilities, costs, claims, charges, expenses, actions or demands (including
reasonable costs of investigation and any defence raised thereto and counsel's fees and
disbursements associated with any such investigation or defence) which any of them may
incur or which may be made against any of them arising out of or in relation to, or in
connection with, any breach of any of the foregoing agreements, representations, warranties
or undertakings by such financial intermediary, including (without limitation) any
unauthorised action by such financial intermediary or failure by such financial intermediary
to observe any of the above restrictions or requirements or the making by such financial
intermediary of any unauthorised representation or the giving or use by it of any information
which has not been authorised for such purposes by the relevant Issuer, the Bank (where the
Issuer is BES Finance) or the relevant Dealer; and
(C)
agrees and accepts that:
I.
the contract between the relevant Issuer and the financial intermediary formed upon
acceptance by the financial intermediary of the relevant Issuer's offer to use the
Prospectus with its consent in connection with the relevant Non-Exempt Offer (the
Authorised Offeror Contract), and any non-contractual obligations arising out of
or in connection with the Authorised Offeror Contract, shall be governed by, and
construed in accordance with, English law;
II.
subject to IV below, the English courts have exclusive jurisdiction to settle any
dispute arising out of or in connection with the Authorised Offeror Contract
(including any dispute relating to any non-contractual obligations arising out of or in
connection with the Authorised Offeror Contract) (a Dispute) and the relevant
Issuer and the financial intermediary submit to the exclusive jurisdiction of the
English courts;
III.
for the purposes of (C)(II) and (IV), the financial intermediary waives any objection
to the English courts on the grounds that they are an inconvenient or inappropriate
forum to settle any dispute;
IV.
to the extent allowed by law, the relevant Issuer, the Bank (where the Issuer is BES
Finance) and each relevant Dealer may, in respect of any Dispute or Disputes, take
(i) proceedings in any other court with jurisdiction; and (ii) concurrent proceedings
in any number of jurisdictions; and

6

V.
each relevant Dealer and (where the Issuer is BES Finance) the Bank will, pursuant
to the Contracts (Rights of Third Parties) Act 1999, be entitled to enforce those
provisions of the Authorised Offeror Contract which are, or are expressed to be, for
their benefit, including the agreements, representations, warranties, undertakings and
indemnity given by the financial intermediary pursuant to the Authorised Offeror
Terms.
Any financial intermediary who is an Authorised Offeror falling within (b) above who
meets all of the conditions set out in (b) and the other conditions stated in "Common
Conditions to Consent" below and who wishes to use this Prospectus in connection with
a Non-exempt Offer is required, for the duration of the relevant Offer Period, to
publish on its website the statement (duly completed) specified at paragraph (b)(ii)
above.
Common Conditions to Consent
The conditions to the relevant Issuer's consent to the use of this Prospectus in the context of the relevant
Non-exempt Offer are (in addition to the conditions described in paragraph (b) above if Part B of the
applicable Final Terms specifies "General Consent" as "Applicable") that such consent:
(i)
is only valid during the Offer Period specified in the applicable Final Terms;
(ii)
only extends to the use of this Prospectus to make Non-exempt Offers of the relevant Tranche of
Notes in Portugal and Luxembourg, as specified in the applicable Final Terms; and
(iii)
the consent is subject to any other conditions set out in Part B of the applicable Final Terms.
The only Relevant Member States which may, in respect of any Tranche of Notes, be specified in the
applicable Final Terms (if any Relevant Member States are so specified) as indicated in (ii) above, will be
Portugal and Luxembourg, and accordingly each Tranche of Notes may only be offered to Investors as part
of a Non-exempt Offer in Portugal and Luxembourg, as specified in the applicable Final Terms, or otherwise
in circumstances in which no obligation arises for the relevant Issuer or any Dealer to publish or supplement
a prospectus for such offer.
ARRANGEMENTS BETWEEN INVESTORS AND AUTHORISED OFFERORS
AN INVESTOR INTENDING TO PURCHASE OR PURCHASING ANY NOTES IN A NON-
EXEMPT OFFER FROM AN AUTHORISED OFFEROR WILL DO SO, AND OFFERS AND
SALES OF SUCH NOTES TO AN INVESTOR BY SUCH AUTHORISED OFFEROR WILL BE
MADE, IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE OFFER IN PLACE
BETWEEN SUCH AUTHORISED OFFEROR AND SUCH INVESTOR INCLUDING
ARRANGEMENTS IN RELATION TO PRICE, ALLOCATIONS, EXPENSES AND
SETTLEMENT. THE RELEVANT ISSUER WILL NOT BE A PARTY TO ANY SUCH
ARRANGEMENTS WITH SUCH INVESTORS IN CONNECTION WITH THE NON-EXEMPT
OFFER OR SALE OF THE NOTES CONCERNED AND, ACCORDINGLY, THIS PROSPECTUS
AND ANY FINAL TERMS WILL NOT CONTAIN SUCH INFORMATION. THE RELEVANT
INFORMATION WILL BE PROVIDED BY THE AUTHORISED OFFEROR AT THE TIME OF
SUCH OFFER. NONE OF BES FINANCE, THE BANK AND ANY DEALER (EXCEPT WHERE
SUCH DEALER IS THE RELEVANT AUTHORISED OFFEROR) HAS ANY RESPONSIBILITY
OR LIABILITY TO AN INVESTOR IN RESPECT OF THE INFORMATION DESCRIBED
ABOVE.

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IMPORTANT INFORMATION RELATING TO THE USE OF THIS PROSPECTUS AND OFFERS
OF NOTES GENERALLY
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions.
BES Finance, the Bank, the Dealers and the Trustee do not represent that this Prospectus may be lawfully
distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or
other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. In particular, unless specifically indicated to
the contrary in the applicable Final Terms, no action has been taken by BES Finance, the Bank, the Dealers
or the Trustee which is intended to permit a public offering of any Notes or distribution of this Prospectus in
any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold,
directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be
distributed or published in any jurisdiction, except under circumstances that will result in compliance with
any applicable laws and regulations. Persons into whose possession this Prospectus or any Notes may come
must inform themselves about, and observe, any such restrictions on the distribution of this Prospectus and
the offering and sale of Notes. In particular, there are restrictions on the distribution of this Prospectus and
the offer or sale of Notes in the United States, the European Economic Area (including the United Kingdom,
Italy, Luxembourg and Portugal), Cayman Islands and Japan, see "Subscription and Sale".
All references in this document to "U.S. dollars" and "U.S.$" refer to United States dollars, those to
"Sterling", and "£" refer to pounds sterling, and those to "Euro", "EUR" and "" refer to the currency
introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on
the Functioning of the European Union, as amended.
No invitation may be made to the public in the Cayman Islands to subscribe for 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 may wish to consider, either on its own or with the help of its financial and other professional
advisers, whether it:
(i)
has 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 or incorporated by reference in this
Prospectus or any applicable supplement;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes where the currency for principal or interest payments is different from the potential
investor's currency;
(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of financial
markets; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its
investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of certain
investors are subject to legal investment laws and regulations, or review or regulation by certain authorities.
Each potential investor should consult its legal advisers to determine whether and to what extent (1) Notes

8

are legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other
restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal
advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable
risk-based capital or similar rules.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended, (the "Securities Act") and are subject to U.S. tax law requirements. Subject to certain exceptions,
Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of,
U.S. persons (see "Subscription and Sale").

9