Obligation Investor AB 2.45% ( XS1107512227 ) en EUR

Investor AB

100 % ⇌

Suede

XS1107512227 ( en EUR )

2.45% par an ( paiement annuel )

09/09/2036 - Obligation échue

Prospectus brochure de l'obligation Investor AB XS1107512227 en EUR 2.45%, échue

L'Obligation émise par Investor AB ( Suede ) , en EUR, avec le code ISIN XS1107512227, paye un coupon de 2.45% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 09/09/2036

Prospectus dated 30 April 2020
Investor AB
(incorporated as a limited liability company in the Kingdom of Sweden)
5,000,000,000
Debt Issuance Programme
Under the Debt Issuance Programme described in this Prospectus (the "Programme"), Investor AB (publ) ("Investor", the "Issuer" or the "Company"),
subject to compliance with all relevant laws, regulations and directives, may from time to time issue debt securities (the "Notes"). The aggregate principal
amount of Notes outstanding will not at any time exceed 5,000,000,000 (or the equivalent in other currencies).
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF"), as competent authority under Regulation (EU)
2017/1129 (the "Prospectus Regulation"). The CSSF only approves this Prospectus as meeting the standards of completeness, comprehensibility and
consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of either the Issuer or the quality of the
Notes that are the subject of this Prospectus and investors should make their own assessment as to the suitability of investing in the Notes. By approving
this Prospectus, the CSSF also assumes no responsibility for the economic and financial soundness of the transaction contemplated by this Prospectus or
the quality or solvency of the Issuer in accordance with Article 6(4) of the Luxembourg Law on Prospectuses for Securities.
Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme for the period of twelve months from the date
of approval by the CSSF of this Prospectus to be admitted to listing on the Official List of the Luxembourg Stock Exchange (the "Official List") and to be
admitted to trading on the Luxembourg Stock Exchange's regulated market (the "Market"). This Prospectus replaces and supersedes the prospectus
published by the Issuer on 30 April 2019. References in this Prospectus to Notes being "listed" (and all related references) shall mean that such Notes have
been admitted to trading on the Market and have been admitted to the Official List. The Market is a regulated market for the purposes of Directive
2014/65/EU of the European Parliament and of the Council on markets in financial instruments (as amended or superseded, "MiFID II"). However, Notes
may be listed on any other stock exchange or may be unlisted as specified in the relevant Final Terms (as defined below).
As at the date of this Prospectus, the Issuer and the Programme are each rated Aa3 by Moody's Deutschland GmbH ("Moody's") and AA- by S&P Global
Ratings Europe Limited ("S&P"). Tranches of Notes (as defined in "General Description of the Programme") may be rated or unrated. Where a Tranche
of Notes is rated, such rating will be specified in the applicable Final Terms. Credit ratings included or referred to in this Prospectus have been issued by
Moody's and S&P, each of which is established in the European Union and is registered under Regulation (EC) No 1060/2009 (as amended, the "CRA
Regulation") of the European Parliament and of the Council of 16 September 2009 on credit rating agencies. Fitch and S&P are established in the European
Union and registered under the CRA Regulation. Further information relating to the registration of rating agencies under the CRA Regulation can be found
on the website of the European Securities and Markets Authority on its website (at http://www.esma.europa.eu/page/list-registered-and-certified-CRAs) in
accordance with the CRA Regulation. 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.
Each Series (as defined in "General Description of the Programme") of Notes in bearer form will initially be represented on issue by a temporary global
note in bearer form (each a "Temporary Global Note"), or a permanent global note in bearer form (each a "Permanent Global Note"). Notes in registered
form will be represented by registered certificates (each a "Certificate"), one Certificate being issued in respect of each Noteholder's entire holding of
Registered Notes of one Series. If the Global Notes are stated in the applicable Final Terms to be issued in new global note ("NGN") form, the Global
Notes will be delivered on or prior to the original issue date of the relevant Tranche to a common safekeeper (the "Common Safekeeper") for Euroclear
Bank SA/NV ("Euroclear") and Clearstream Banking SA. ("Clearstream, Luxembourg") (the "Common Depositary"). Global Notes which are not
issued in NGN form ("Classic Global Notes" or "CGNs") and Certificates may be deposited on the issue date of the relevant Tranche with the Common
Depositary. The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive Notes are described in "Overview of
Provisions Relating to the Notes while in Global Form".
In the case of any Notes which are to be admitted to trading on a regulated market within the European Economic Area (the "EEA") or the United Kingdom
(the "UK") or offered to the public in a Member State of the EEA or the UK in circumstances which require the publication of a prospectus under the
Prospectus Regulation, the minimum specified denomination shall be 100,000 (or its equivalent in any other currency as at the date of issue of the Notes).
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus.
This Prospectus will be valid as a base prospectus under the Prospectus Regulation for 12 months from 30 April 2020. The obligation to supplement this
Prospectus in the event of significant new factors, material mistakes or material inaccuracies will not apply following the expiry of that period.
Arranger
J.P. Morgan
Dealers
Citigroup
Deutsche Bank
Goldman Sachs International
J.P. Morgan

Morgan Stanley
SEB

This Prospectus comprises a base prospectus for the purposes of Article 8 of the Prospectus Regulation.
The Issuer accepts responsibility for the information contained in this Prospectus and the Final Terms for each
Tranche of Notes issued under the Programme. To the best of the knowledge of the Issuer (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 the Prospectus makes no omission likely to affect the import of such information.
Neither the Arranger nor Dealers nor any of their respective affiliates have authorised the whole or any part of
this Prospectus and none of them makes any representation or warranty or accepts any responsibility as to the
accuracy or completeness of the information contained in this Prospectus or accepts any responsibility for any
act or omission of the Issuer or any other person (other than the relevant Dealer(s)) in connection with the issue
and offering of any Notes. Neither the delivery of this Prospectus nor the offering, sale or delivery of any Note
shall in any circumstances create any implication that there has been no adverse change, or any event reasonably
likely to involve any adverse change, in the condition (financial or otherwise) of the Issuer since the date of this
Prospectus.
This Prospectus has been prepared on the basis that any offer of Notes in any Member State of the European
Economic Area and the United Kingdom (each a "Relevant State") will be made pursuant to an exemption
under the Prospectus Regulation from the requirement to publish a prospectus for offers of Notes. Accordingly
any person making or intending to make an offer in that Relevant State of Notes which are the subject of an
offering contemplated in this Prospectus as completed by final terms in relation to the offer of those Notes may
only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus
pursuant to the Prospectus Regulation or supplement a prospectus pursuant to the Prospectus Regulation, in
each case, in relation to such offer.
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) and, in relation to any Series of Notes, should
be read and construed together with the relevant Final Terms (as defined herein). Copies of the Final Terms will
be available from the registered office of the Issuer and the specified office of the Paying Agent, and, in the
case of Notes listed on the Official List and admitted to trading on the Market, the applicable Final Terms will
also be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).
No person has been authorised to give any information or to make any representations other than those
contained in this Prospectus in connection with the issue or sale of 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 or the Arranger (as defined in "General Description of the Programme"). Neither the delivery of this
Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication
that there has been no change in the affairs of the Issuer or the Group since the date hereof or the date upon
which this Prospectus has been most recently amended or supplemented or that there has been no adverse
change in the financial position of the Issuer or the Group since the date hereof or the date upon which this
Prospectus has been most recently amended or supplemented or that any other information supplied in
connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
The distribution of this Prospectus and the offering or sale of the Notes in certain jurisdictions may be restricted
by law. Persons into whose possession this Prospectus comes are required by the Issuer, the Dealers and the
Arranger to inform themselves about and to observe any such restriction. The Notes have not been and will not
be registered under the United States Securities Act of 1933 (the "Securities Act"), or with any securities
regulatory authority of any state or other jurisdiction of the United States. The Notes include Notes in bearer
form that are subject to US 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, US persons (as defined in the US
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Internal Revenue Code of 1986, as amended, and regulations thereunder). The Notes are being offered and sold
outside the United States to non-US persons in reliance on Regulation S under the Securities Act ("Regulation
S"). For a description of certain restrictions on offers and sales of Notes and on distribution of this Prospectus,
see "Subscription and Sale".
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Dealers to
subscribe for, or purchase, any Notes.
To the fullest extent permitted by law, none of the Dealers or the Arranger accept any responsibility for the
contents of this Prospectus or for any other statement, made or purported to be made by the Arranger or a Dealer
or on its behalf in connection with the Issuer or the issue and offering of the Notes. The Arranger and each
Dealer accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as
referred to above) which it might otherwise have in respect of this Prospectus or any such statement. Neither
this Prospectus nor any document incorporated by reference nor any other financial statements are intended to
provide the basis of any credit or other evaluation and should not be considered as a recommendation by any
of the Issuer, the Arranger or the Dealers that any recipient of this Prospectus or any other financial statements
or any document incorporated by reference should purchase the Notes. Each potential purchaser of Notes should
determine for itself the relevance of the information contained in this Prospectus and its purchase of Notes
should be based upon such investigation as it deems necessary. None of the Dealers or the Arranger undertakes
to review the financial condition or affairs of the Issuer during the life of the arrangements contemplated by this
Prospectus nor to advise any investor or potential investor in the Notes of any information coming to the
attention of any of the Dealers or the Arranger.
Each potential investor in any Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes, the
merits and risks of investing in the relevant Notes and the information contained or incorporated by
reference in this Prospectus or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the relevant Notes and the impact such investment will have on its
overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant
Notes, including where principal or interest is payable in one or more currencies, or where the currency
for principal or interest payments is different from the potential investor's currency;
(iv)
understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any relevant
indices and financial markets; and
(v)
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.
Investors generally purchase Notes 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 unless it
has the expertise (either alone or with the help of a financial adviser) to evaluate how the Notes will perform
under changing conditions, the resulting effects on the value of such Notes and the impact this investment will
have on the potential investor's overall investment portfolio.
The investment activities of certain investors are subject to 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 are legal investments for it, (2) Notes can be used as collateral for various types of
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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.
MIFID II product governance / target market The Final Terms in respect of any Notes will include a
legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect of
the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering,
selling or recommending the Notes (a "distributor") should take into consideration the target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining
appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any
Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger
nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MIFID Product
Governance Rules.
PROHIBITION OF SALES TO EEAAND UK RETAIL INVESTORS The Notes are not intended, to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area ("EEA") or in the United Kingdom (the "UK"). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance
Distribution Directive"), where that customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No
1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under
the PRIIPS Regulation.
In this Prospectus, unless otherwise specified or the context otherwise requires, references to "US$" and "US
dollars" are to United States dollars, to "EUR" are to euro and to "SEK" are to Swedish kronor.
BENCHMARKS REGULATION Interest payable under Floating Rate Notes may be calculated by
reference to certain reference rates. Any such reference rate may constitute a benchmark for the purposes of
Regulation (EU) 2016/1011 (the "Benchmarks Regulation"). If any such reference rate does constitute such a
benchmark, the Final Terms will indicate whether or not the benchmark is provided by an administrator included
in the register of administrators and benchmarks established and maintained by the European Securities and
Markets Authority pursuant to Article 36 (Register of administrators and benchmarks) of the Benchmarks
Regulation. Transitional provisions in the Benchmarks Regulation may have the result that the administrator of
a particular benchmark is not required to appear in the register of administrators and benchmarks at the date of
the Final Terms. The registration status of any administrator under the Benchmarks Regulation is a matter of
public record and, save where required by applicable law, the Issuer does not intend to update the Final Terms
to reflect any change in the registration status of the administrator.
SINGAPORE SFA PRODUCT CLASSIFICATION - In connection with Section 309B of the Securities and
Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the "SFA") and the
Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations
2018"), unless otherwise specified before an offer of Notes, the Issuer has determined, and hereby notifies all
relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are `prescribed capital markets
products' (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS
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Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) acting as Stabilising
Manager(s) (or any 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, stabilisation may not necessarily occur.
Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms
of the offer of the relevant Tranche of Notes is made and, if begun, may cease 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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Table of Contents
Page
GENERAL DESCRIPTION OF THE PROGRAMME.................................................................................. 8
RISK FACTORS........................................................................................................................................ 13
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................ 22
PROSPECTUS SUPPLEMENT ................................................................................................................. 26
TERMS AND CONDITIONS OF THE NOTES ......................................................................................... 27
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM..................... 54
USE OF PROCEEDS................................................................................................................................. 60
INVESTOR................................................................................................................................................ 61
TAXATION ............................................................................................................................................... 74
SUBSCRIPTION AND SALE.................................................................................................................... 76
FORM OF FINAL TERMS ........................................................................................................................ 80
GENERAL INFORMATION...................................................................................................................... 89
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GENERAL DESCRIPTION OF THE PROGRAMME
The following overview does not purport to be complete and is taken from, and is qualified in its entirety by, the
remainder of this document and, in relation to the terms and conditions of any particular Tranche of Notes, the
applicable Final Terms. Words and expressions defined in "Terms and Conditions of the Notes" below shall
have the same meanings in this overview.
Issuer
Investor AB (publ)
Legal Entity Identifier of the Issuer
549300VEBQPHRZBKUX38
Website of the Issuer
https://www.investorab.com/
Programme Amount
Up to 5,000,000,000 (or the equivalent in other currencies at
the date of issue) aggregate principal amount of Notes
outstanding at any one time.
Arranger
J.P. Morgan Securities plc
Dealers
Citigroup Global Markets Limited
Deutsche Bank Aktiengesellschaft
Goldman Sachs International
J.P. Morgan Securities plc
Morgan Stanley & Co. International plc
Skandinaviska Enskilda Banken AB (publ)
The Issuer may from time to time terminate the appointment of
any dealer under the Programme or appoint additional dealers
either in respect of one or more Tranches or in respect of the
whole Programme. References in this Prospectus to "Permanent
Dealers" are to the persons listed above as Dealers and to such
additional persons that are appointed as dealers in respect of the
whole Programme (and whose appointment has not been
terminated) and references to "Dealers" are to all Permanent
Dealers and all persons appointed as a dealer in respect of one or
more Tranches.
Trustee
Citicorp Trustee Company Limited
Issuing and Paying Agent, Registrar,
Citibank, N.A., London Branch
Transfer Agent and Calculation Agent
Currencies
Subject to compliance with all relevant laws, regulations and
directives, Notes may be issued in US dollars, Australian dollars,
Canadian dollars, Danish kroner, euro, New Zealand dollars,
Norwegian kroner, Sterling, Swedish Kronor, Swiss francs or
Japanese yen or in other currencies if the Issuer and the relevant
Dealers so agree.
Denomination
Definitive Notes will be in such denominations as may be
specified in the relevant Final Terms, save that (i) in the case of
any Notes which are to be admitted to trading on a regulated
market within the EEA or offered to the public in a Member State
of the EEA or in the UK in circumstances which require the
publication of a prospectus under the Prospectus Regulation, the
minimum denomination shall be 100,000 (or its equivalent in
8

any other currency as at the date of issue of the Notes); and (ii)
unless otherwise permitted by then current laws and regulations,
Notes (including Sterling Notes) which have a maturity of less
than one year and in respect of which the issue proceeds are to
be accepted by the Issuer in the United Kingdom or whose issue
otherwise constitutes a contravention of Section 19 of the
Financial Services and Markets Act 2000 ("FSMA") will have a
minimum denomination of £100,000 (or its equivalent in other
currencies).
Form of Notes
The Notes may be issued in bearer form only ("Bearer Notes"),
in bearer form exchangeable for Registered Notes
("Exchangeable Bearer Notes"), or in registered form only
("Registered Notes"). Each Tranche of Bearer Notes and
Exchangeable Bearer Notes will be represented on issue by a
Temporary Global Note if (i) definitive Notes are to be made
available to Noteholders following the expiry of 40 days after
their issue date or (ii) such Notes have an initial maturity of more
than one year and are being issued in compliance with the D
Rules (as defined in "General Description of the Programme --
Selling Restrictions"), otherwise such Tranche will be
represented by a Permanent Global Note. Registered Notes will
be represented by Certificates, one Certificate being issued in
respect of each Noteholder's entire holding of Registered Notes
of one Series. Certificates representing Registered Notes that are
registered in the name of a nominee for one or more clearing
systems are referred to as "Global Certificates".
Maturities
Subject to compliance with all relevant laws, regulations and
directives, the Notes may have any maturity from one month to
perpetuity.
Issue Price
Notes may be issued at their principal amount or at a discount or
premium to their principal amount. The Issue Price for each
Tranche will be set out in the relevant Final Terms document (the
"Final Terms").
Method of Issue
The Notes will be issued on a syndicated or non-syndicated
basis. The Notes will be issued in series (each a "Series"), having
one or more issue dates and on terms otherwise identical (or
identical other than in respect of the first payment of interest),
the Notes of each Series being intended to be interchangeable
with all other Notes of that Series. Each Series may be issued in
tranches (each a "Tranche"), on the same or different issue
dates. The specific terms of each Tranche (which will be
completed, where necessary, with the relevant terms and
conditions and, save in respect of the issue date, issue price, first
payment of interest and principal amount of the Tranche, will be
identical to the terms of other Tranches of the same Series) will
be completed in the Final Terms.
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Clearing Systems
Clearstream, Luxembourg and Euroclear and, in relation to any
Tranche, such other clearing system as may be agreed between
the Issuer, the Issuing and Paying Agent, the Trustee and the
relevant Dealer.
Initial Delivery of Notes
On or before the issue date for each Tranche, if the relevant
Global Note is a NGN, the Global Note will be delivered to a
Common Safekeeper for Euroclear and Clearstream,
Luxembourg. On or before the issue date for each Tranche, if the
relevant Global Note is a CGN, the Global Note representing
Bearer Notes or Exchangeable Bearer Notes or the Certificate
representing Registered Notes may be deposited with a common
depositary for Euroclear and Clearstream, Luxembourg. Global
Notes or Certificates may also be deposited with any other
clearing system or may be delivered outside any clearing system
provided that the method of such delivery has been agreed in
advance by the Issuer, the Issuing and Paying Agent, the Trustee
and the relevant Dealer. Registered Notes that are to be credited
to one or more clearing systems on issue will be registered in the
name of nominees or a common nominee for such clearing
systems.
Fixed Rate Notes
Fixed interest will be payable in arrear on the date or dates in
each year specified in the relevant Final Terms.
Floating Rate Notes
Floating Rate Notes will bear interest set separately for each
Series by reference to LIBOR or EURIBOR (or such other
Benchmark as may be specified in the relevant Final Terms) as
adjusted for any applicable Margin. Interest periods will be
specified in the relevant Final Terms.
Benchmark Discontinuation
On the occurrence of a Benchmark Event, the Issuer may
(subject to certain conditions) appoint an Independent Adviser to
determine a Successor Rate, failing which an Alternative Rate
and, in either case, an Adjustment Spread, if any, and any
Benchmark Amendments in accordance with Condition 5(j).
Zero Coupon Notes
Zero Coupon Notes may be issued at their principal amount or at
a discount to it and will not bear interest.
Optional Redemption
The Final Terms issued in respect of each issue of Notes will
state whether such Notes may be redeemed prior to their stated
maturity at the option of the Issuer (either in whole or in part)
and/or the holders, and if so the terms applicable to such
redemption.
Early Redemption
Except as provided in "Optional Redemption" above, Notes will
be redeemable at the option of the Issuer prior to maturity only
for tax reasons. See "Terms and Conditions of the Notes --
Redemption, Purchase and Options".
Withholding Tax
All payments of principal and interest in respect of the Notes will
be made free and clear of withholding taxes of the Kingdom of
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