Obligation Rabobank 8.3425% ( NZRCSEP001C3 ) en NZD

Rabobank

100 % ⇌

Pays-bas

NZRCSEP001C3 ( en NZD )

8.3425% par an ( paiement annuel )

18/06/2039

Prospectus brochure de l'obligation Rabobank NZRCSEP001C3 en NZD 8.3425%, échéance 18/06/2039

18/06/2025 ( Dans 95 jours )

Rabobank est une banque coopérative néerlandaise multinationale spécialisée dans les services financiers pour les secteurs de l'agroalimentaire, des entreprises et des particuliers.

L'Obligation émise par Rabobank ( Pays-bas ) , en NZD, avec le code ISIN NZRCSEP001C3, paye un coupon de 8.3425% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 18/06/2039

Rabo Capital Securities Limited
Investment Statement
17 April 2009
For an offer of PIE Capital Securities
of up to $200 million
(with the option to accept unlimited oversubscriptions at its discretion)
Arranger and Joint Lead Manager
Organising Participant
Joint Lead Manager
Joint Lead Manager

This is an Investment Statement for the purposes of the Securities Act 1978 and is dated and has been
prepared as at 17 April 2009. It is an important document and should be read in its entirety.
Important Information
(The information in this section is required under the Securities Act 1978)
Investment decisions are very important. They often have long-term consequences. Read all documents carefully.
Ask questions. Seek advice before committing yourself.
Choosing an investment
When deciding whether to invest, consider carefully the answers to the following questions that can be found on
the pages noted below:
What sort of investment is this?
50
Who is involved in providing it for me?
51
How much do I pay?
51
What are the charges?
53
What returns will I get?
53
What are my risks?
59
Can the investment be altered?
62
How do I cash in my investment?
62
Who do I contact with enquiries about my investment?
63
Is there anyone to whom I can complain if I have problems with the investment?
63
What other information can I obtain about this investment?
64
In addition to the information contained in this document, important information can be found in the current
registered Prospectus for the investment. You are entitled to a copy of that Prospectus on request.
Rabo Capital Securities Limited Investment Statement | i

Engaging an investment adviser
An investment adviser must give you a written statement that contains information about the adviser and his or her
ability to give advice. You are strongly encouraged to read that document and consider the information in it when
deciding whether or not to engage an adviser.
Tell the adviser what the purpose of your investment is. This is important because different investments are suitable
for different purposes, and carry different levels of risk.
The written statement should contain important information about the adviser, including:
relevant experience and qualifications, and whether dispute resolution facilities are available to you; and
what types of investments the adviser gives advice about; and
whether the advice is limited to investments offered by 1 or more particular financial institutions; and
information that may be relevant to the adviser's character, including certain criminal convictions, bankruptcy,
any adverse findings by a court against the adviser in a professional capacity, and whether the adviser has been
expelled from, or prohibited from joining, a professional body; and
any relationships likely to give rise to a conflict of interest.
The adviser must also tell you about fees and remuneration before giving you advice about an investment.
The information about fees and remuneration must include:
the nature and level of the fees you will be charged for receiving the advice; and
whether the adviser will or may receive a commission or other benefit from advising you.
An investment adviser commits an offence if he or she does not provide you with the information required.
ii | Rabo Capital Securities Limited Investment Statement

Contents
Important Information
i
PART 1 Important notice
2
PART 2 Summary of the main terms of the Offer
8
PART 3 Corporate profile
16
PART 4 Answers to key questions
50
PART 5 Taxation consequences for New Zealand investors
66
PART 6 Glossary
74
PART 7 Application Form
80
PART 8 Directory
88
Rabo Capital Securities Limited Investment Statement | 1

PART 1
Purpose and other information
The purpose of this Investment Statement is to
Important
provide certain key information that is likely to
assist a prudent but non-expert person to decide
notice
whether or not to subscribe for the securities
described below.
This Investment Statement relates to an Offer of
perpetual non-cumulative non-voting capital
securities ("PIE Capital Securities"). The PIE Capital
Securities will be offered by Rabo Capital Securities
Limited ("Issuer"), a wholly-owned subsidiary of
Coöperatieve Centrale Raiffeisen-Boerenleenbank
B.A. ("Rabobank Nederland") which is the
promoter of the Offer. The Issuer will be a Portfolio
Listed Company under the Portfolio Investment
Entity ("PIE") regime in the Tax Act. For more
information about the tax treatment of the Issuer
and the return on the PIE Capital Securities please
refer to Part 5 of this Investment Statement.
Investors should note that other important
information is available:
in the Prospectus for the Offer in which the
Terms and Conditions applicable to the PIE
Capital Securities ("PIE Conditions") are set out
in full in Appendix A, within the Constitution of
Rabo Capital Securities Limited; and
in relation to the Promoter of the Offer,
Rabobank Nederland, in its recent General
Disclosure Statement (which contains Rabobank
Nederland's financial statements).
Copies of the Prospectus and of Rabobank
Nederland's recent General Disclosure
Statements may be obtained free of charge from
Computershare Investor Services Limited at Level
2, 159 Hurstmere Road, Takapuna, North Shore City,
New Zealand; Rabobank Nederland at Level 12,
AXA House, 80 The Terrace, Wellington; by phoning
2 | Rabo Capital Securities Limited Investment Statement

+64 (4) 819 2700 or online1.
(expressed or implied) of accuracy or reliability with
respect to the Investment Statement and they take
Selling restrictions
no responsibility for any accuracy, completeness
or reliability of the information contained in this
This Investment Statement only constitutes an offer
Investment Statement. None of them shall have any
of PIE Capital Securities to the public in New Zealand
liability for any errors or omissions (including for
and to investors in other jurisdictions where the PIE
negligence) in this Investment Statement, and each
Capital Securities may be lawfully offered. No action
recipient waives all claims in that regard to the fullest
has been or will be taken by the Issuer which would
extent permissible by law.
permit an offer of PIE Capital Securities to the public,
or possession or distribution of any offering material,
This Investment Statement does not constitute
in any country or jurisdiction where action for that
specific advice to any particular recipient or person
purpose is required (other than New Zealand). PIE
or constitute a recommendation by the Arranger,
Capital Securities may only be offered for sale or sold
the Joint Lead Managers, the Organising Participant,
in conformity with all applicable laws and regulations
the Issuer, the Security Trustee or Rabobank
in any jurisdiction in which they are offered, sold
Nederland to subscribe for, or purchase, any of the PIE
or delivered. No Holder, or any other person, may
Capital Securities.
purchase, offer, sell, distribute or deliver PIE Capital
Securities, or have in its possession, publish, deliver
Each recipient of this Investment Statement must
or distribute to any person, any offering material or
decide whether investment in the PIE Capital Securities
any documents in connection with the PIE Capital
is appropriate having regard to its own investment
Securities, in any jurisdiction other than in compliance
objectives, financial situation and particular needs.
with all applicable laws and regulations.
Definitions
By applying for PIE Capital Securities, each applicant
indemnifies the Issuer in respect of any loss, cost,
Unless the context requires otherwise, all references in
liability or expense sustained or incurred by it as
this Investment Statement to "Conditions" are to the
a result of that applicant breaching the selling
PIE Conditions, which are set out in full in Appendix
restrictions described above.
A of the Prospectus. Capitalised terms used in this
Investment Statement have defined meanings which
appear in the Glossary from page 74 or in Condition 1
Disclaimer
of the PIE Conditions. References to $ are to New
In accepting delivery of this Investment Statement, the
Zealand currency unless otherwise indicated.
recipient acknowledges that none of the Arranger, the
Joint Lead Managers, the Organising Participant or the
Security Trustee nor any of their officers, employees,
agents or advisors gives any warranty or representation
1 The Prospectus is available under the 'News' link at http://www.rabobank.co.nz/index.asp and the latest General Disclosure
Statement is available at http://www.rabobank.co.nz/About-Rabobank/Pages/Disclosure-and-Investment-Statements.aspx
The latest full annual report for the Rabobank Group which supplements these General Disclosure Statements is available at
http://www.rabobank. com/content/investor_relations/reports
Rabo Capital Securities Limited Investment Statement | 3

What do you need to do?
What do I need to do?
Timing
What do I get?
Complete the Application Form at
The Application Form along with
The initial Dividend Rate will be
the back of this Investment Statement your cheque for the application
announced on 25 May 2009, and
and enter the number of PIE Capital
amount must be received by the
will be at least the Minimum Initial
Securities you wish to apply for as
Registrar prior to 12:00 noon on the
Rate (being 8% per annum). The
indicated.
Closing Date (being 22 May 2009).
first Dividend Amount will be paid
on 18 June 2009 and thereafter
Applications must be for a minimum
Applicants accepting a firm
quarterly.
of $5,000 of PIE Capital Securities and
allocation from a Primary Market
thereafter in increments of $1,000.
Participant need to lodge the
Interest will be paid on application
Application Form with the offices
monies in respect of accepted
of that Primary Market Participant
applications from the date your
which has provided that firm
cheque is banked to (but not
allocation as soon as possible, but
including) the Issue Date at the
in any event, in time for it to be
Official Cash Rate. That interest, less
forwarded to the Registrar before
any withholding tax required to be
12:00 noon on the Closing Date
deducted, will be paid out within 5
(being 22 May 2009).
Business Days after the Issue Date.
4 | Rabo Capital Securities Limited Investment Statement

Important dates
Opening Date
Monday 27 April 2009
Closing Date
Friday 22 May 2009, 12:00 noon
Margin Announcement Date
Wednesday 29 April 2009
Initial Dividend Rate Set Date
Monday 25 May 2009
Issue Date
Wednesday 27 May 2009
Expected date of initial quotation and trading on NZDX
Thursday 28 May 2009
First Dividend Payment Date
18 June 2009
Dividend Payment Dates
Quarterly, 18 March, 18 June, 18 September and
18 December in each year until redemption
First Dividend Reset Date
18 June 2014
First Call Date
18 June 2019
Floating Rate Reset Dates
18 June 2019 and thereafter quarterly on
18 September, 18 December, 18 March and 18 June
in each year until redemption
First Conditional Call Date
18 June 2039
The above dates are indicative only and subject to change by the Issuer at any time prior to the actual issue date. The Issuer has
the right to extend or otherwise vary the Opening Date and the Closing Date. This may have a consequent effect on other dates
listed above. Any change to the Closing Date will be advised by NZX announcement.
Subject to Business Day conventions as set out in the PIE Conditions.
Rabo Capital Securities Limited Investment Statement | 5

Investment Highlights
Issuer:
Rabo Capital Securities Limited, a wholly owned subsidiary of Rabobank
Nederland.
Type of securities offered:
Non-cumulative Non-voting Perpetual Preference Shares ("PIE Capital
Securities").
Term:
No fixed term.
Issue Price:
$1.00
Issue Amount:
Up to $200 million, with the ability to accept unlimited oversubscriptions.
Allotment:
Allotment in respect of successful applications will occur on the Issue Date
(being 27 May 2009).
NZX Listing:
It is intended that the PIE Capital Securities will be listed on the NZDX Market.
PIE status:
The Issuer will be a Portfolio Listed Company under the PIE regime in the Tax
Act. This means that tax on income is capped at 30% and that natural persons
and most trustee holders are not required to include dividends in their income
tax return.
Credit rating:
The PIE Capital Securities are expected to be assigned a rating of Aa2 from
Moody's and AA- from Standard & Poor's.
Dividend:
The PIE Capital Securities will pay a non-cumulative dividend. Dividend
Amounts are scheduled to be paid quarterly on each 18 March, 18 June,
18 September and 18 December. The Dividend Amount is the cash
component of the dividend and is a proportion of the amount calculated
using the Dividend Rate. Dividend Amounts payable on the PIE Capital
Securities will be paid to the person registered as the Holder on the relevant
Record Date (including in relation to the first Dividend Amount payable).
Initial Dividend Rate:
The initial Dividend Rate will be set for an initial period of approximately
5 years from the Issue Date to 18 June 2014 at the greater of:
the Minimum Initial Rate, which is 8% per annum; and
the Benchmark Rate on 25 May 2009 plus the Margin.
Dividend Rate reset:
The Dividend Rate will be reset for a further 5 years on 18 June 2014 at the
prevailing Benchmark Rate plus the Margin. From 18 June 2019 the Dividend
Rate will reset quarterly, at the 90 day bank bill rate plus the Margin.
6 | Rabo Capital Securities Limited Investment Statement