Obligation Abu Dhabi Commercial Bank 12.75% ( XS0255433863 ) en TRY

Société émettrice Abu Dhabi Commercial Bank
Prix sur le marché 100 %  ⇌ 
Pays  Emirats Arabes Unis
Code ISIN  XS0255433863 ( en TRY )
Coupon 12.75% par an ( paiement annuel )
Echéance 15/06/2016 - Obligation échue



Prospectus brochure de l'obligation Abu Dhabi Commercial Bank XS0255433863 en TRY 12.75%, échue


Montant Minimal 10 000 TRY
Montant de l'émission 37 110 000 TRY
Description détaillée Abu Dhabi Commercial Bank (ADCB) est une banque majeure des Émirats arabes unis, offrant une large gamme de services bancaires de détail, commerciaux et d'investissement.

L'Obligation émise par Abu Dhabi Commercial Bank ( Emirats Arabes Unis ) , en TRY, avec le code ISIN XS0255433863, paye un coupon de 12.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/06/2016







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ABU DHABI COMMERCIAL BANK P.J.S.C
(incorporated with limited liability in Abu Dhabi, United Arab Emirates)
U.S.$6,000,000,000
Euro Medium Term Note Programme
Under this U.S.$6,000,000,000 Euro Medium Term Note Programme (the Programme), Abu Dhabi
Commercial Bank P.J.S.C. (the Issuer or ADCB) may from time to time issue notes (the Notes)
denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below).
The maximum aggregate nominal amount of all Notes from time to time outstanding under the
Programme will not exceed U.S.$6,000,000,000 (or its equivalent in other currencies calculated as
described in the Programme Agreement described herein), subject to increase as described herein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under
"Description of the Programme" and any additional Dealer appointed under the Programme from
time to time by the Issuer (each a Dealer and together the Dealers), which appointment may be for
a specific issue or on an ongoing basis. References in this Base 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 subscribe such Notes.
This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive
2003/71/EC (the Prospectus Directive).
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 to approve this document as a base prospectus. Application has also been made to the
Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on
the Luxembourg Stock Exchange's regulated market and to be listed on the Luxembourg Stock
Exchange.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the
issue price of Notes and any other terms and conditions not contained herein which are applicable
to each Tranche (as defined under Terms and Conditions of the Notes) of Notes will be set out in a
final terms document (the Final Terms) which, with respect to Notes to be listed on the Official List
of the Luxembourg Stock Exchange, will be filed with the CSSF.
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 Issuer and the
relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on
any market.
The Issuer 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 supplemental prospectus, if appropriate,
will be made available which will describe the effect of the agreement reached in relation to such
Notes.
Arranger
HSBC
Dealers
Banc of America Securities Limited
BNP PARIBAS
Citi
Daiwa Securities SMBC Europe
Deutsche Bank
Dresdner Kleinwort
HSBC
JPMorgan
Standard Chartered Bank
The date of this Base Prospectus is 11th June, 2007.


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The Issuer accepts responsibility for the information contained in this Base Prospectus. To the
best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that
such is the case) the information contained in this Base Prospectus is in accordance with the facts
and does not omit anything likely to affect the import of such information.
This Base Prospectus is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference"). This Base
Prospectus shall be read and construed on the basis that such documents are incorporated and
form part of this Base Prospectus.
The Dealers have not independently 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 as to the accuracy or completeness of the information
contained or incorporated in this Base Prospectus or any other information provided by the Issuer
in connection with the Programme. No Dealer accepts any liability in relation to the information
contained or incorporated by reference in this Base Prospectus or any other information provided
by the Issuer in connection with the Programme.
Subject as provided in the applicable Final Terms, the only persons authorised to use this Base
Prospectus in connection with an offer of Notes are the persons named in the applicable Final
Terms as the relevant Dealer or the Managers, as the case may be.
No person is or has been authorised by the Issuer to give any information or to make any
representation not contained in or not consistent with this Base 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 the Issuer or
any of the Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the
Programme or any Notes (a) is intended to provide the basis of any credit or other evaluation or
(b) should be considered as a recommendation by the Issuer or any of the Dealers that any
recipient of this Base 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 the Issuer. Neither this Base 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 the Issuer or any of the Dealers to any person to subscribe
for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in
any circumstances imply that the information contained herein concerning the Issuer 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 or that there has been no adverse change, or any event reasonably likely to
involve any adverse change, in the condition (financial or otherwise) of ADCB since the date of
this Base Prospectus. The Dealers expressly do not undertake to review the financial condition or
affairs of the Issuer during the life of the Programme or to advise any investor in the Notes of any
information coming to their attention.
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").
This Base 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 Base Prospectus and the offer or sale of Notes may be
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restricted by law in certain jurisdictions. The Issuer and the Dealers do not represent that this Base
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, no action has been taken by the Issuer or the Dealers which is intended
to permit a public offering of any Notes or distribution of this Base 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 Base 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 Base
Prospectus or any Notes may come must inform themselves about, and observe, any such
restrictions on the distribution of this Base Prospectus and the offering and sale of Notes. In
particular, there are restrictions on the distribution of this Base Prospectus and the offer or sale
of Notes in the United States, the European Economic Area (including the United Kingdom), Japan
and the United Arab Emirates, see "Subscription and Sale".
All references in this document to U.S. dollars, U.S.$ and $ refer to United States dollars and all
references to dirham and AED refer to United Arab Emirates dirham. In addition, references to
euro and ¤ refer to the currency introduced at the start of the third stage of European economic
and monetary union pursuant to the Treaty establishing the European Community, as amended.
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CONTENTS
Page
Risk Factors............................................................................................................................................
5
Documents Incorporated by Reference..........................................................................................
12
Description of the Programme ........................................................................................................
14
Form of the Notes ................................................................................................................................
19
Applicable Final Terms ......................................................................................................................
21
Terms and Conditions of the Notes ................................................................................................
33
Use of Proceeds ....................................................................................................................................
60
Description of the Issuer ....................................................................................................................
61
Selected Financial Information ........................................................................................................
76
Directors, Management and Employees ........................................................................................
83
Overview of the United Arab Emirates ..........................................................................................
88
The United Arab Emirates Banking Sector and Regulations ....................................................
89
Taxation ..................................................................................................................................................
94
Subscription and Sale..........................................................................................................................
96
General Information ............................................................................................................................
99
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the
applicable Final Terms may over-allot Notes or effect transactions with a view to supporting the
market price of the Notes at a level higher than that which might otherwise prevail. However,
there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising
Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the
date on which adequate public disclosure of the final terms of the offer of the relevant Tranche
of Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier
of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the
allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be
conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising
Manager(s)) in accordance with all applicable laws and rules.
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RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under Notes
issued under the Programme. Most of these factors are contingencies which may or may not occur
and the Issuer is not in a position to express a view on the likelihood of any such contingency
occurring.
In addition, factors which are material for the purpose of assessing the market risks associated with
Notes issued under the Programme are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing
in Notes issued under the Programme, but the inability of the Issuer to pay interest, principal or other
amounts on or in connection with any Notes may occur for other reasons which may not be
considered significant risks by the Issuer based on information currently available to it or which it may
not currently be able to anticipate. Prospective investors should also read the detailed information set
out elsewhere in this Base Prospectus and reach their own views prior to making any investment
decision.
Factors that may affect the Issuer's ability to fulfil its obligations under Notes issued under the
Programme
General
Investors should note that the Issuer is a UAE company and is incorporated in and has its operations
and the majority of its assets located in the UAE. Accordingly there may be insufficient assets of the
Issuer located outside the UAE to satisfy in whole or part any judgment obtained from an English
court relating to amounts owing under the Notes. If investors were to seek enforcement of an
English judgment in the UAE or to bring proceedings in relation to the Notes in the UAE, then certain
limitations would apply (see "Enforcing foreign judgments in Abu Dhabi" below).
Factors relating to UAE
The Issuer has all its operations and the majority of its assets in the UAE and accordingly its business
may be affected by the financial, political and general economic conditions prevailing from time to
time in the UAE and/or the Middle East generally. Investors are advised to make, and will be deemed
by the Dealers and the Issuer to have made, their own investigations in relation to such factors
before making any investment decisions in relation to the Notes.
Investors should also be aware that these markets are subject to greater risks than more developed
markets, including in some cases significant legal, economic and political risks. Accordingly,
investors should exercise particular care in evaluating the risks involved and must decide for
themselves whether, in the light of those risks, their investment is appropriate. Generally,
investment is only suitable for sophisticated investors who fully appreciate the significance of the
risk involved.
Enforcing foreign judgments in Abu Dhabi
Under the Conditions of the Notes, the courts of England have exclusive jurisdiction to settle any
dispute arising from the Notes and any dispute arising from or connected with the Notes may
alternatively be referred to arbitration in Paris in accordance with the rules of the London Court of
International Arbitration. Under current Abu Dhabi law, the courts are unlikely to enforce an English
judgement or Parisian Arbitral award without re-examining the merits of the claim and may not
observe the choice by the parties of English law as the governing law of the Notes.
Judicial precedents in Abu Dhabi have no binding effect on subsequent decisions. In addition, court
decisions in Abu Dhabi are generally not recorded. These factors create greater judicial uncertainty.
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Foreign exchange movements may adversely affect the Issuer's profitability
The Issuer maintains its accounts, and reports its results, in AED. The UAE dirham has been `pegged'
at a fixed exchange rate to the U.S. dollar since 22nd November, 1980. The Issuer is exposed to the
potential impact of any alternation to, or abolition of, this foreign exchange `peg'.
Political, Economic and Related Considerations
The UAE has enjoyed significant economic growth and relative political stability. There can be no
assurance that such growth or stability will continue. Moreover, while the UAE government's
policies have generally resulted in improved economic performance, there can be no assurance that
such level of performance can be sustained. The Issuer may also be adversely affected generally by
political and economic developments in or affecting the UAE.
No assurance can be given that the UAE government will not implement regulations or fiscal or
monetary policies, including policies, regulations, or new legal interpretations of existing
regulations, relating to or affecting taxation, interest rates or exchange controls, or otherwise take
actions which could have a material adverse effect on the Issuer's business, financial condition,
results of operations or prospects or which could adversely affect the market price and liquidity of
the Notes.
The Issuer's business may be affected if there are geo-political events that prevent the Issuer from
delivering its services. It is not possible to predict the occurrence of events or circumstances such as
or similar to a war or the impact of such occurrences and no assurance can be given that the Issuer
would be able to sustain its current profit levels if such events or circumstances were to occur. A
downturn or instability in certain sectors of the UAE or regional economy could have an adverse
effect on the Issuer's business, financial condition, results of operations or prospects.
Investors should be aware that these markets are subject to risks similar to other developed markets,
including in some cases significant legal, economic and political risks. Traditionally the oil and gas
industry has been the basis of the development in the economy, which means that economic
development has been impacted by the general level of oil and gas prices. With the development of
other economic sectors, the oil and gas contribution to the GDP is currently around 30 per cent.
The Issuer's financial performance is affected by general economic conditions
Risks arising from changes in credit quality and the recoverability of amounts due from borrowers
and counterparties are inherent in banking businesses. Adverse changes in global economic
conditions, or arising from systemic risks in the financial systems, could affect the recovery and
value of the Issuer's assets and require an increase in the Issuer's provisions. The Issuer uses different
hedging strategies to minimise risk, including securities, collaterals and insurance that reduce the
credit risk level to be within the Issuer strategy and risk appetite. However, there can be no
guarantee that such measures will eliminate or reduce such risks.
Principal Shareholder
The Issuer's principal beneficial shareholder is the Government of Abu Dhabi, holding 64.8 per cent.
of the Issuer's share capital. By virtue of such shareholding, the Government has the ability to
influence the Issuer's business significantly through their ability to control actions that require
shareholder approval. If circumstances were to arise where the interests of the Government conflicts
with the interests of the Noteholders, Noteholders could be disadvantaged by any such conflict.
No Third Party Guarantees
Investors should be aware that no guarantee is given in relation to the Notes by the shareholders of
the Issuer or any other person.
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Loan Portfolio Growth
The Issuer's commercial loans and advances net of allowances and provisions have increased in
recent years, growing from AED 42.2 billion at 31 December, 2005 to AED 62.4 billion at 31
December, 2006. The significant increase in the loan portfolio size has increased the Issuer's credit
exposure.
In addition, the Issuer's strategy of further diversifying its customer base, including through
increased lending to medium and small corporate clients and retail customers, may also increase the
credit risk exposure in the Issuer's loan portfolio. Failure to manage growth and development
successfully and to maintain the quality of its assets could have an adverse effect on the Issuer's
business, financial condition, results of operations or prospects.
Concentration of Lending Base
As at 31st December, 2006, the Issuer's ten major borrowers accounted for 28.3 per cent. of its net
loan portfolio, compared to 23.5 per cent. as at 31st December, 2005. Any default by one or more
of these borrowers could have an adverse effect on the Issuer's business, financial condition, results
of operations or prospects.
Factors which are material for the purpose of assessing the market risks associated with Notes
issued under the Programme
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 should:
(a)
have 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 Base Prospectus or any applicable supplement;
(b)
have 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;
(c)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including Notes with principal or interest payable in one or more currencies, or where
the currency for principal or interest payments is different from the potential investor's
currency;
(d)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any
relevant indices and financial markets; and
(e)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear
the applicable risks.
Some Notes are complex financial instruments. Sophisticated institutional investors generally do not
purchase complex financial instruments as stand-alone investments. They purchase complex
financial instruments as a way to reduce risk or enhance yield with an understood, measured,
appropriate addition of risk to their overall portfolios. A potential investor should not invest in Notes
which are complex financial instruments unless it has the expertise (either alone or with a financial
adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on
the value of the Notes and the impact this investment will have on the potential investor's overall
investment portfolio.
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Risks related to the structure of a particular issue of Notes
A wide range of Notes may be issued under the Programme. A number of these Notes may have
features which contain particular risks for potential investors. Set out below is a description of the
most common such features:
Notes subject to optional redemption by the Issuer
An optional redemption feature of Notes is likely to limit their market value. During any period when
the Issuer may elect to redeem Notes, the market value of those Notes generally will not rise
substantially above the price at which they can be redeemed. This also may be true prior to any
redemption period.
The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest
rate on the Notes. At those times, an investor generally would not be able to reinvest the redemption
proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and
may only be able to do so at a significantly lower rate. Potential investors should consider
reinvestment risk in light of other investments available at that time.
Index Linked Notes and Dual Currency Notes
The Issuer may issue Notes with principal or interest determined by reference to an index or
formula, to changes in the prices of securities or commodities, to movements in currency exchange
rates or other factors (each, a Relevant Factor). In addition, the Issuer may issue Notes with principal
or interest payable in one or more currencies which may be different from the currency in which the
Notes are denominated. Potential investors should be aware that:
(a)
the market price of such Notes may be volatile;
(b)
they may receive no interest;
(c)
payment of principal or interest may occur at a different time or in a different currency than
expected;
(d)
they may lose all or a substantial portion of their principal;
(e)
a Relevant Factor may be subject to significant fluctuations that may not correlate with
changes in interest rates, currencies or other indices;
(f)
if a Relevant Factor is applied to Notes in conjunction with a multiplier greater than one or
contains some other leverage factor, the effect of changes in the Relevant Factor on principal
or interest payable likely will be magnified; and
(g)
the timing of changes in a Relevant Factor may affect the actual yield to investors, even if the
average level is consistent with their expectations. In general, the earlier the change in the
Relevant Factor, the greater the effect on yield.
The historical experience of an index should not be viewed as an indication of the future
performance of such index during the term of any Index Linked Notes. Accordingly, each potential
investor should consult its own financial and legal advisers about the risk entailed by an investment
in any Index Linked Notes and the suitability of such Notes in light of its particular circumstances.
Partly-paid Notes
The Issuer may issue Notes where the issue price is payable in more than one instalment. Failure to
pay any subsequent instalment could result in an investor losing all of his investment.
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Variable rate Notes with a multiplier or other leverage factor
Notes with variable interest rates can be volatile investments. If they are structured to include
multipliers or other leverage factors, or caps or floors, or any combination of those features or other
similar or related features, their market values may be even more volatile than those for securities
that do not include those features.
Inverse Floating Rate Notes
Inverse Floating Rate Notes have an interest rate equal to a fixed rate minus a rate based upon a
reference rate such as LIBOR. The market values of those Notes typically are more volatile than
market values of other conventional floating rate debt securities based on the same reference rate
(and with otherwise comparable terms). Inverse Floating Rate Notes are more volatile because an
increase in the reference rate not only decreases the interest rate of the Notes, but may also reflect
an increase in prevailing interest rates, which further adversely affects the market value of these
Notes.
Fixed/Floating Rate Notes
Fixed/Floating Rate Notes may bear interest at a rate that converts from a fixed rate to a floating
rate, or from a floating rate to a fixed rate. Where the Issuer has the right to effect such a conversion,
this will affect the secondary market and the market value of the Notes since the Issuer may be
expected to convert the rate when it is likely to produce a lower overall cost of borrowing. If the
Issuer converts from a fixed rate to a floating rate in such circumstances, the spread on the
Fixed/Floating Rate Notes may be less favourable than then prevailing spreads on comparable
Floating Rate Notes tied to the same reference rate. In addition, the new floating rate at any time
may be lower than the rates on other Notes. If the Issuer converts from a floating rate to a fixed rate
in such circumstances, the fixed rate may be lower than then prevailing rates on its Notes.
Notes issued at a substantial discount or premium
The market values of securities issued at a substantial discount or premium from their principal
amount tend to fluctuate more in relation to general changes in interest rates than do prices for
conventional interest-bearing securities. Generally, the longer the remaining term of the securities,
the greater the price volatility as compared to conventional interest-bearing securities with
comparable maturities.
The Issuer's obligations under Subordinated Notes are subordinated
The Issuer's obligations under Subordinated Notes will be unsecured and subordinated and, upon
the occurrence of any winding up proceedings with respect to the Issuer, will rank junior in priority
of payment to obligations owed to Senior Creditors. Senior Creditors means all creditors of the
Issuer (including depositors) other than creditors in respect of indebtedness where, by the terms of
such indebtedness, the claims of the holders of that indebtedness rank or are expressed to rank pari
passu with, or junior to, the claims of the holders of Subordinated Notes. In addition, Condition 2.2
requires each holder of Subordinated Notes unconditionally and irrevocably to waive any right of
set-off, counterclaim, abatement or other similar remedy which it might otherwise have, under the
laws of any jurisdiction, in respect of its Notes.
Although Subordinated Notes pay a higher rate of interest than comparable Notes which are not
subordinated, there is a real risk that an investor in Subordinated Notes will lose all or some of his
investment should the Issuer become insolvent.
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Risks related to Notes generally
Set out below is a brief description of certain risks relating to the Notes generally:
Modification
The conditions of the Notes contain provisions for calling meetings of Noteholders to consider
matters affecting their interests generally. These provisions permit defined majorities to bind all
Noteholders including Noteholders who did not attend and vote at the relevant meeting and
Noteholders who voted in a manner contrary to the majority.
EU Savings Directive
Under EC Council Directive 2003/48/EC on the taxation of savings income, Member States are
required, from 1st July, 2005, to provide to the tax authorities of another Member State details of
payments of interest (or similar income) paid by a person within its jurisdiction to an individual
resident in that other Member State. However, for a transitional period, Belgium, Luxembourg and
Austria are instead required (unless during that period they elect otherwise) to operate a
withholding system in relation to such payments (the ending of such transitional period being
dependent upon the conclusion of certain other agreements relating to information exchange with
certain other countries). A number of non-EU countries and territories including Switzerland have
agreed to adopt similar measures (a withholding system in the case of Switzerland) with effect from
the same date.
If, following implementation of this Directive, a payment were to be made or collected through a
Member State which has opted for a withholding system and an amount of, or in respect of, tax were
to be withheld from that payment, neither the Issuer nor any Paying Agent nor any other person
would be obliged to pay additional amounts with respect to any Note as a result of the imposition
of such withholding tax. If a withholding tax is imposed on payment made by a Paying Agent
following implementation of this Directive, the Issuer will be required to maintain a Paying Agent in
a Member State that will not be obliged to withhold or deduct tax pursuant to the Directive.
Change of law
The conditions of the Notes are based on English law in effect as at the date of this Base Prospectus.
No assurance can be given as to the impact of any possible judicial decision or change to English law
or administrative practice after the date of this Base Prospectus.
Notes where denominations involve integral multiples: definitive Notes
In relation to any issue of Notes which have denominations consisting of a minimum Specified
Denomination plus one or more higher integral multiples of another smaller amount, it is possible
that such Notes may be traded in amounts that are not integral multiples of such minimum
Specified Denomination. In such a case a holder who, as a result of trading such amounts, holds an
amount which is less than the minimum Specified Denomination in his account with the relevant
clearing system at the relevant time may not receive a definitive Note in respect of such holding
(should definitive Notes be printed) and would need to purchase a principal amount of Notes such
that its holding amounts to a Specified Denomination.
If definitive Notes are issued, holders should be aware that definitive Notes which have a
denomination that is not an integral multiple of the minimum Specified Denomination may be
illiquid and difficult to trade.
Risks related to the market generally
Set out below is a brief description of the principal market risks, including liquidity risk, exchange
rate risk, interest rate risk and credit risk:
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