Obligation Rabbobank 0% ( XS1512743078 ) en USD

Société émettrice Rabbobank
Prix sur le marché 100 %  ⇌ 
Pays  Pays-bas
Code ISIN  XS1512743078 ( en USD )
Coupon 0%
Echéance 08/11/2046 - Obligation échue



Prospectus brochure de l'obligation Rabobank XS1512743078 en USD 0%, échue


Montant Minimal /
Montant de l'émission /
Description détaillée Rabobank est une banque coopérative d'origine néerlandaise et un acteur mondial majeur du financement de l'agriculture et de l'alimentation.

L'Obligation émise par Rabbobank ( Pays-bas ) , en USD, avec le code ISIN XS1512743078, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 08/11/2046







Rabobank
Coöperatieve Rabobank U.A. (Rabobank)
A11.4.1.1
A11.4.1.2
(a cooperative (coöperatie) formed under the laws of the Netherlands with its statutory seat in Amsterdam)
A11.4.1.4
Coöperatieve Rabobank U.A. (Rabobank) Australia Branch
(Australian Business Number 70 003 917 655)
(a cooperative (coöperatie) formed under the laws of the Netherlands with its statutory seat in Amsterdam)
EUR 160,000,000,000 Global Medium-Term Note Programme
A5.4.1
Due from seven days to perpetuity
Under the Global Medium-Term Note Programme described in this Base Prospectus (the "Programme"), Coöperatieve Rabobank U.A. (Rabobank) ("Rabobank" or "Rabobank
Nederland") may, through its head office or through Coöperatieve Rabobank U.A. (Rabobank) Australia Branch ("Rabobank Australia Branch"), subject to compliance with all relevant laws,
regulations and directives, from time to time, issue Global Medium-Term Notes (the "Notes"). References herein to the "Issuer" shall mean Rabobank, Rabobank Nederland or Rabobank
Australia Branch.
The aggregate nominal amount of Notes outstanding will not at any time exceed EUR 160,000,000,000 (or the equivalent in other currencies). The Programme is, and Notes issued
under it may be, denominated in euro, which means the lawful currency of the member states of the European Union ("Member States") that have adopted the single currency pursuant to the
Treaty on the Functioning of the European Union, as amended.
A5.6.1
Application has been made to the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten or the "AFM") in its capacity as competent authority under Dutch
securities laws (as defined below) to approve this Base Prospectus in connection with the issue by the Issuer of Fixed Rate Notes, Floating Rate Notes, Inverse Floating Rate Notes, Variable
Rate Notes, CMS Linked Notes, Range Accrual Notes and Zero Coupon Notes (in each case excluding such Notes which constitute money market instruments (as defined in Article 1(5) of
Directive 93/22/EC) having a maturity of less than 12 months ("Money Market Instruments") which are:
(a) offered to the public in the European Economic Area in circumstances which require the publication of a prospectus under Directive 2003/71/EC, as amended (the "Prospectus
Directive"), whether or not such Notes are listed and admitted to trading on any market; or
(b) either: (i) admitted to trading on Euronext Amsterdam N.V.'s Euronext in Amsterdam ("Euronext Amsterdam"); (ii) admitted to the official list of the Luxembourg Stock Exchange (the
"Official List") and admitted to trading on the regulated market of the Luxembourg Stock Exchange (the "Luxembourg Stock Exchange"); or (iii) admitted to trading on another
regulated market as defined under Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments (the "Markets in Financial Instruments
Directive"),
such Notes hereinafter referred to as the "PD Notes". PD Notes may be issued in any denominations as agreed between the Issuer and the relevant Dealer(s), and any PD Notes which have
a denomination of less than EUR 100,000 (or its equivalent in any other currency) and do not otherwise fall within an exemption from the requirement to publish a prospectus under the
Prospectus Directive are referred to hereinafter as "Non-Exempt PD Notes".
This Base Prospectus is a base prospectus for the purposes of Article 5.4 of the Prospectus Directive and the Dutch Financial Supervision Act (Wet op het financieel toezicht) and
regulations thereunder (together "Dutch securities laws") and has been approved by the AFM in its capacity as competent authority under Dutch securities laws, in accordance with the
provisions of the Prospectus Directive and Dutch securities laws on 10 May 2016, in relation to PD Notes only.
The Issuer may also issue (a) Money Market Instruments and (b) unlisted Notes and/or Notes not admitted to trading on any regulated market in the European Economic Area (where
such Notes are, in addition, issued with a minimum denomination of at least EUR 100,000 (or its equivalent in any other currency) or otherwise fall within an exemption from the requirement
to publish a prospectus under the Prospectus Directive, such Notes, together with Money Market Instruments, are hereinafter referred to as "Exempt Notes"). The AFM has neither
approved nor reviewed information contained in this Base Prospectus in connection with the issue of any Exempt Notes.
The relevant final terms to this Base Prospectus (the "Final Terms") in respect of the issue of any Notes will specify whether such Notes will be listed on Euronext Amsterdam or the
Luxembourg Stock Exchange (or any other stock exchange) or whether the Notes will be unlisted. References in this Base Prospectus to Notes being "listed" (and all related references) shall
mean that such Notes have been admitted to trading on a regulated market.
The Notes of each Tranche (as defined herein) in bearer form will initially be represented by a temporary global note in bearer form, without interest coupons (each, a "temporary
Global Note"). If Global Notes in bearer form are stated in the relevant 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 S.A./N.V. ("Euroclear") and Clearstream Banking, S.A. ("Clearstream,
Luxembourg"). 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 (as defined below) of one Series, and may be represented by a Global Certificate (as defined below). Registered Notes issued in global form will be represented by
registered global certificates ("Global Certificates"). If a Global Certificate is held under the New Safekeeping Structure (the "NSS") the Global Certificate will be delivered on or prior to the
original issue date of the relevant Tranche to a Common Safekeeper for Euroclear and Clearstream, Luxembourg.
Global Notes in bearer form which are not issued in NGN form ("CGNs") and Global Certificates which are not held under the NSS will be deposited on the issue date of the relevant
Tranche either with (a) a common depositary for Euroclear and Clearstream, Luxembourg (the "Common Depositary") or (b) such other clearing system as agreed between the Issuer and
the relevant Dealer. Interests in temporary Global Notes will be exchangeable, in whole or in part, for interests in permanent global notes (each, a "permanent Global Note" and, together
with the temporary Global Notes, the "Global Notes"), or, if so stated in the relevant Final Terms, definitive Notes ("Definitive Notes"), on or after the date falling 40 days after the completion
of the distribution of such Tranche upon certification as to non-U.S. beneficial ownership. Interests in permanent Global Notes will be exchangeable for Definitive Notes in whole but not in part
as described under "Summary of Provisions Relating to the Notes while in Global Form".
Notes of each Tranche of each Series to be issued in registered form ("Registered Notes") and which are sold in an "offshore transaction" within the meaning of Regulation S
("Unrestricted Notes") under the U.S. Securities Act of 1933 (the "Securities Act") will initially be represented by a permanent registered global certificate (each, an "Unrestricted Global
Certificate"), without interest coupons, which may be deposited on the issue date (a) in the case of a Tranche intended to be cleared through Euroclear and/or Clearstream, Luxembourg,
with the Common Depositary on behalf of Euroclear and Clearstream, Luxembourg and (b) in the case of a Tranche intended to be cleared through a clearing system other than or in addition
to Euroclear and/or Clearstream, Luxembourg, The Depository Trust Company ("DTC") or delivered outside a clearing system, as agreed between the Issuer and the relevant Dealer.
Registered Notes issued by Rabobank which are sold in the United States to "qualified institutional buyers" within the meaning of Rule 144A ("Rule 144A") under the Securities Act
("Restricted Notes") will initially be represented by a permanent registered global certificate (each, a "Restricted Global Certificate" and, together with the "Unrestricted Global
Certificate", the "Global Certificates"), without interest coupons, which may be deposited on the issue date either with (a) the Common Depositary on behalf of Euroclear and Clearstream,
Luxembourg or (b) a custodian for, and registered in the name of Cede & Co. as nominee for, DTC.
Beneficial interests in Global Certificates held by Euroclear, Clearstream, Luxembourg and/or DTC will be shown on, and transfers thereof will be effected only through, records
maintained by Euroclear, Clearstream, Luxembourg and/or DTC and their participants. See "Clearing and Settlement". The provisions governing the exchange of interests in the Global Notes
and in each Global Certificate are described in "Summary of Provisions Relating to the Notes while in Global Form".
Senior long-term Notes issued under the Programme by Rabobank are expected to be rated AA- by Fitch Ratings Limited ("Fitch") and Senior long-term Notes issued under the
Programme by Rabobank Australia Branch are expected to be rated AA- by Fitch Australia Pty Ltd. ("Fitch Australia"). Senior unsecured Notes issued under the programme are expected to
be rated Aa2 by Moody's Investors Service Ltd. ("Moody's") and Senior Notes with a maturity of one year or more are expected to be rated A+ by Standard & Poor's Credit Market Services
Europe Limited ("Standard & Poor's"). Each of Fitch, Moody's and Standard & Poor's is established in the European Union and is registered under Regulation (EC) No 1060/2009 (the "CRA
Regulation"). Fitch Australia is not established in the European Union but the rating it has given to the Senior long-term Notes to be issued under the programme is endorsed by Fitch, which
is established in the European Union and registered under the CRA Regulation. A list of credit rating agencies registered under the CRA Regulation is published by the European Securities
and Markets Authority on its website. In addition, this Base Prospectus contains or refers to certain credit ratings issued by DBRS Ratings Limited ("DBRS"). DBRS is established in the
European Union and is registered under the CRA Regulation
Tranches of Notes (as defined below) to be issued under the Programme will be rated or unrated. Where a Tranche of Notes is to be rated, such rating will not necessarily be the
same as the rating assigned to the Notes already issued. Whether or not a rating in relation to any Tranche of Notes will be treated as having been issued by a credit rating agency
established in the European Union and registered under the CRA Regulation will be disclosed in the relevant 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 without prior notice.
Factors which may affect the ability of the Issuer to fulfil its obligations under the Programme and factors which are material for the purpose of assessing the market risks associated
with Notes issued under the Programme are set out on pages 31 to 54.
This Base Prospectus supersedes and replaces the Base Prospectus dated 7 May 2015.
Arranger for the Programme
Credit Suisse
Dealers
Barclays
BofA Merrill Lynch
Citigroup
Credit Suisse
Daiwa Capital Markets Europe
Goldman Sachs International
HSBC
J.P. Morgan
Mizuho Securities
Morgan Stanley
Nomura
Rabobank
RBC Capital Markets
TD Securities
UBS Investment Bank
The date of this Base Prospectus is 10 May 2016


This Base Prospectus has been prepared on the basis that, except to the extent sub-
paragraph (ii) below may apply, any offer of Notes in any Member State of the European
Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member
State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in
that Relevant Member State, from the requirement to publish a prospectus for offers of Notes.
Accordingly, any person making or intending to make an offer in that Relevant Member State of
Notes which are the subject of an offering contemplated in this Base Prospectus as completed by
Final Terms in relation to the offer of those Notes may only do so (i) in circumstances in which no
obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the
Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus
Directive, in each case, in relation to such offer, or (ii) in the circumstances described under
"Public Offers of Non-Exempt PD Notes in the European Economic Area" on pages 55 to 60.
Except to the extent sub-paragraph (ii) above may apply, neither the Issuer nor any Dealer has
authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an
obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such
offer.
No person has been authorised to give any information or to make any representation
other than those contained in this Base 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 Base 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 since the date hereof or the date upon which
this Base Prospectus has been most recently amended or supplemented or that there has been
no adverse change in the financial position of the Issuer since the date hereof or the date upon
which this Base 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.
None of the Dealers (excluding Rabobank (in its capacity as Dealer)) or the Arranger makes
any representation, express or implied, or accepts any responsibility, with respect to the
accuracy or completeness of any of the information in this Base Prospectus. Neither this Base
Prospectus nor any other financial statements should be considered as a recommendation by the
Issuer, the Dealers or the Arranger that any recipient of this Base Prospectus or any other
financial statements should purchase the Notes. Prospective investors should have regard to the
factors described under the section headed "Risk Factors" in this Base Prospectus. This Base
Prospectus does not describe all of the risks of an investment in the Notes. Each potential
purchaser of Notes should determine for itself the relevance of the information contained in this
Base Prospectus and its purchase of Notes should be based upon such investigation, as it
deems necessary. None of the Dealers nor the Arranger undertakes to review the financial
condition or affairs of the Issuer during the life of the arrangements contemplated by this Base
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.
In connection with the issue of any tranche of a Series of Notes (a "Tranche"), one or more
relevant Dealers (in such capacity, the "Stabilising Manager(s)") (or persons acting on behalf of
any Stabilising Manager(s)) 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
A31415602
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date on which adequate public disclosure of the Final Terms of the offer of the relevant Tranche
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 and 60 days after the date of the allotment of the
relevant Tranche. Any stabilisation action or overallotment must be conducted by the relevant
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in accordance
with all applicable laws and rules.
This Base 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.
The distribution of this Base Prospectus and any Final Terms and the offering or sale of the A5.4.13
Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base
Prospectus or any Final Terms come 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 Securities Act or with any securities regulatory authority of any State
or other jurisdiction of the United States and are being sold pursuant to an exemption from the
registration requirements of such Act. The Notes include Notes in bearer form that are subject to
U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered or sold or, in
the case of Notes in bearer form, delivered within the United States or to, or for the account or
benefit of, U.S. persons as defined in Regulation S under the Securities Act ("Regulation S").
The Notes are being offered and sold outside the United States to non-U.S. persons in
reliance on Regulation S and (in the case of Restricted Notes issued by Rabobank) within the
United States to "qualified institutional buyers" in reliance on Rule 144A. Prospective purchasers
are hereby notified that sellers of Notes may be relying on the exemption from the provisions of
Section 5 of the Securities Act provided by Rule 144A. For a description of certain restrictions on
offers, sales, and transfers of Notes and on distribution of this Base Prospectus or any Final
Terms or any other offering material relating to the Notes, see "Plan of Distribution" and
"Transfer Restrictions".
The Notes have not been approved or disapproved by the U.S. Securities and Exchange
Commission (the "SEC"), any State securities commission in the United States or any other U.S.
regulatory authority, nor has any of the foregoing authorities passed upon or endorsed the merits
of the offering of the Notes or the accuracy or adequacy of this Base Prospectus. Any
representation to the contrary is a criminal offence in the United States.
Rabobank has been granted an authority to carry on a banking business in Australia
pursuant to section 9 of the Banking Act 1959 (Cth) ("Banking Act") and is an authorised deposit-
taking institution ("ADI") within the meaning of the Banking Act. Notes issued by Rabobank
(including where it acts as Issuer through its Australian Branch) are not covered by the depositor
protection provisions contained in Division 2 of Part II of the Banking Act.
Section 11F of the Banking Act provides that, if a foreign ADI, such as Rabobank (including
where it acts as Issuer through its Australian Branch) (whether in or outside Australia), suspends
payment or is unable to meet its obligations, the assets of the foreign ADI in Australia are to be
available to meet the foreign ADI's liabilities in Australia in priority to all other liabilities of the
foreign ADI. Further, section 86 of the Reserve Bank Act 1959 (Cth) provides that debts due by an
ADI to the Reserve Bank of Australia shall, in a winding-up of the ADI, have priority over all other
debts of the ADI. Other laws in Australia and other jurisdictions will also apply to the ranking of
debts and other liabilities in a winding-up of Rabobank. Rabobank does not make any
representations as to whether the Notes, or any of them, would constitute liabilities in Australia,
under such statutory provisions.
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All figures in this Base Prospectus have not been audited, unless stated otherwise. These
figures are internal figures of Rabobank or Rabobank Group.
Unless the context otherwise requires, references in this Base Prospectus to "Rabobank"
and "Rabobank Nederland" are to Coöperatieve Rabobank U.A. (Rabobank) and references to
"Rabobank Group" are to Rabobank and its subsidiaries. References herein to the "Issuer" shall
mean Rabobank, Rabobank Nederland or Rabobank Australia Branch.
Unless otherwise specified or the context otherwise requires, references to "U.S.$", "USD"
and "U.S. Dollar" are to the lawful currency of the United States of America, to "AUD" and
"Australian Dollar" are to the lawful currency of Australia, to "NZD" and "New Zealand Dollar" are
to the lawful currency of New Zealand, to "euro", "Euro", "EUR" and "" are to the lawful
currency of the member states of the European Union that have adopted the single currency in
accordance with the Treaty establishing the European Community, as amended by the Treaty on
the Functioning of the European Union, to "Sterling" or "£" are to the lawful currency of the
United Kingdom of Great Britain and Northern Ireland, to "¥", "JPY" and "yen" are to the lawful
currency of Japan and to "Renminbi", "RMB" and "CNY" are to the lawful currency of the PRC.
In this Base Prospectus, references to "PRC" are to the People's Republic of China which,
for the purpose of this Base Prospectus, shall exclude Hong Kong, the Macau Special
Administrative Region of the People's Republic of China and Taiwan. References to "Renminbi
Notes" are to Notes denominated in CNY or Renminbi deliverable in Hong Kong, Singapore and
Taiwan.
Your attention is drawn to the important information on pages 63 to 64.
A31415602
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TABLE OF CONTENTS
Page
SUMMARY OF THE PROGRAMME RELATING TO PD NOTES ..............................................................7
RISK FACTORS........................................................................................................................................31
PUBLIC OFFERS OF NON-EXEMPT PD NOTES IN THE EUROPEAN ECONOMIC AREA..................55
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................61
SUPPLEMENTARY PROSPECTUS.........................................................................................................62
IMPORTANT INFORMATION...................................................................................................................63
GENERAL DESCRIPTION OF THE PROGRAMME ................................................................................65
TERMS AND CONDITIONS OF THE NOTES..........................................................................................76
1
Definitions and Interpretation ............................................................................................................77
2
Form, Denomination and Title...........................................................................................................85
3
Exchanges of Exchangeable Bearer Notes and transfers of Registered Notes................................86
4
Status of Notes..................................................................................................................................87
5
Negative pledge ................................................................................................................................87
6
Interest and other calculations ..........................................................................................................87
7
Redemption, Purchase and Options ...............................................................................................104
8
Provisions Applicable to Equity Linked Notes.................................................................................111
9
Provisions applicable to Index Linked Notes...................................................................................121
10 Provisions applicable to FX Linked Notes.......................................................................................129
11 Payments and Talons .....................................................................................................................135
12 Taxation ..........................................................................................................................................140
13 Prescription .....................................................................................................................................141
14 Events of Default.............................................................................................................................141
15 Meeting of Noteholders, modifications and substitutions................................................................142
16 Replacement of Notes, Certificates, Receipts, Coupons and Talons .............................................145
17 Further issues .................................................................................................................................145
18 Notices ............................................................................................................................................145
19 Governing Law and Jurisdiction......................................................................................................146
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM......................147
USE OF PROCEEDS..............................................................................................................................156
CLEARING AND SETTLEMENT ............................................................................................................157
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DESCRIPTION OF BUSINESS OF RABOBANK GROUP .....................................................................161
RABOBANK GROUP STRUCTURE.......................................................................................................172
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.................................................................................................................................174
SELECTED FINANCIAL INFORMATION ...............................................................................................202
RISK MANAGEMENT .............................................................................................................................206
GOVERNANCE OF RABOBANK GROUP .............................................................................................213
REGULATION OF RABOBANK GROUP................................................................................................223
CAPITALISATION OF RABOBANK GROUP..........................................................................................234
RABOBANK AUSTRALIA BRANCH .......................................................................................................235
TAXATION ..............................................................................................................................................236
Australia .......................................................................................................................................236
Austria ..........................................................................................................................................242
Belgium ........................................................................................................................................245
Denmark.......................................................................................................................................249
Finland..........................................................................................................................................250
France ..........................................................................................................................................250
Germany.......................................................................................................................................251
Ireland ..........................................................................................................................................252
Italy...............................................................................................................................................252
Luxembourg .................................................................................................................................261
The Netherlands...........................................................................................................................261
Norway .........................................................................................................................................263
Portugal ........................................................................................................................................264
Spain ............................................................................................................................................266
Sweden ........................................................................................................................................267
Taiwan..........................................................................................................................................270
United Kingdom............................................................................................................................271
United States................................................................................................................................272
TRANSFER RESTRICTIONS .................................................................................................................285
PLAN OF DISTRIBUTION ......................................................................................................................287
FORM OF FINAL TERMS WITH RESPECT TO PD NOTES .................................................................303
FORM OF FINAL TERMS WITH RESPECT TO EXEMPT NOTES .......................................................330
GENERAL INFORMATION.....................................................................................................................369
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Summary of the Programme relating to PD Notes
SUMMARY OF THE PROGRAMME RELATING TO PD NOTES
Summaries are made up of disclosure requirements known as "Elements". These Elements are
numbered in Sections A ­ E (A.1 ­ E.7). This summary contains all the Elements required to be included
in a summary relating to the Notes and the Issuer. Because some Elements are not required to be
addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element
may be required to be inserted in the summary because of the nature of the Notes and the Issuer, it is
possible that no relevant information can be given regarding the Element. In this case, a short description
of the Element is included in the summary and marked as "Not Applicable".
Section A ­ Introduction and warnings
Element Title
A.1
Warning and
This summary must be read as an introduction to this Base
Introduction:
Prospectus.
Any decision to invest in the Notes should be based on a
consideration of the Base Prospectus as a whole, including any
documents incorporated by reference.
Where a claim relating to the information contained in this Base
Prospectus is brought before a court, the plaintiff may, under the
national legislation of Member States of the European Economic
Area where the claim is brought, be required to bear the costs of
translating the Base Prospectus before the legal proceedings are
initiated.
Civil liability attaches only to those persons who have tabled the
summary, including any translation thereof, but only if the summary
is misleading, inaccurate or inconsistent when read together with the
other parts of this Base Prospectus or it does not provide, when read
together with the other parts of this Base Prospectus, key
information in order to aid investors when considering whether to
invest in the Notes.
A.2
Consent:
Programme summary:
The Issuer may provide its consent to the use of this Base Prospectus and
the relevant Final Terms for subsequent resale or final placement of Notes
by financial intermediaries to whom the Issuer has given its consent to use
the Base Prospectus (an "Authorised Offeror"), provided that the
subsequent resale or final placement of Notes by such financial
intermediaries is made during the Offer Period specified in the relevant
Final Terms. Such consent may be subject to conditions which are
relevant for the use of the Base Prospectus.
In connection with any Public Offer of Non-Exempt PD Notes, the Issuer
accepts responsibility, in a Public Offer Jurisdiction, for the content of this
Base Prospectus under Article 6 of the Prospectus Directive in relation to
any person (an "Investor") to whom an offer of any Non-Exempt PD Notes
is made by an Authorised Offeror, where the offer is made in compliance
with all conditions attached to the giving of the consent.
Consent:
A30.2A.2
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Summary of the Programme relating to PD Notes
Subject to the conditions set out below under "Common conditions to A30.2A.2
consent":
(A)
the Issuer consents to the use of this Base Prospectus (as
supplemented as at the relevant time, if applicable) in connection
with a Public Offer of Non-Exempt PD Notes in a Public Offer
Jurisdiction by the relevant Dealer and by:
(i)
any financial intermediary named as an Initial Authorised
Offeror in the relevant Final Terms; and
(ii) any financial intermediary appointed after the date of the
relevant Final Terms and whose name is published on the
Issuer's website (www.rabobank.com) and identified as an
Authorised Offeror in respect of the relevant Public Offer; and
(B)
if (and only if) Part B of the relevant Final Terms specifies "General
Consent" as "Applicable", the Issuer hereby offers to grant its
consent to the use of this Base Prospectus (as supplemented as at
the relevant time, if applicable) in connection with a Public Offer of
Non-Exempt PD Notes in a Public Offer Jurisdiction by any financial
intermediary which satisfies the following conditions:
(i)
it is authorised to make such offers under the applicable
legislation implementing the Markets in Financial Instruments
Directive; and
(ii) it accepts the Issuer's offer to grant consent to the use of this
Base Prospectus by publishing on its website a statement that
it agrees to use the Base Prospectus in accordance with the
Authorised Offeror Terms and subject to the conditions to such
consent.
Common conditions to consent:
The conditions to the Issuer's consent to use this Base Prospectus in the
context of the relevant Public Offer are (in addition to the conditions
described in paragraph (B) above if Part B of the relevant Final Terms
specifies "General Consent" as "Applicable") that such consent:
(a)
is only valid in respect of the relevant Tranche of Non-Exempt PD
Notes;
(b)
is only valid during the Offer Period specified in the relevant Final
Terms; and
(c)
only extends to the use of this Base Prospectus to make Public
Offers of the relevant Tranche of Non-Exempt PD Notes in the
Public Offer Jurisdictions, as specified in the relevant Final Terms.
Issue specific summary:
[Consent: Subject to the conditions set out below, the Issuer consents to
the use of the Base Prospectus in connection with a Public Offer (as
defined below) of Notes by the [Dealer[s]/Manager[s]], [and] [each
financial intermediary whose name is published on the Issuer's website,
(www.rabobank.com), and identified as an Authorised Offeror in respect of
the relevant Public Offer/any financial intermediary which is authorised to
make such offers under the applicable legislation implementing Directive
2004/39/EC (the "Markets in Financial Instruments Directive")] and
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Summary of the Programme relating to PD Notes
publishes on its website the following statement (with the information in A30.2A.2
square brackets being completed with the relevant information):
"We, [insert legal name of financial intermediary], refer to the [insert title of
relevant PD Notes] (the "Notes") described in the Final Terms dated
[insert date] (the "Final Terms") published by Coöperatieve Rabobank
U.A. (Rabobank) [Australia Branch] (the "Issuer"). We hereby accept the
offer by the Issuer of its consent to our use of the Base Prospectus (as
defined in the Final Terms) in connection with the offer of the Notes in
[Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy,
Luxembourg, the Netherlands, Norway, Portugal, Spain, Sweden and the
United Kingdom] (the "Public Offer") in accordance with the Authorised
Offeror Terms and subject to the conditions to such consent, each as
specified in the Base Prospectus, and we are using the Base Prospectus
in connection with the Public Offer accordingly."
A "Public Offer" of Notes is an offer of Notes (other than pursuant to
Article 3(2) of the Prospectus Directive) in [Austria, Belgium, Denmark,
Finland, France, Germany, Ireland, Italy, Luxembourg, the Netherlands,
Norway, Portugal, Spain, Sweden and the United Kingdom] during the
Offer Period specified below. Together with the [Dealer[s]/Manager[s]],
those persons to whom the Issuer gives its consent in accordance with the
foregoing provisions are the "Authorised Offerors" for such Public Offer.
Offer Period: The Issuer's consent referred to above is given for Public
Offers of Notes during the period from [] to [] (the "Offer Period").
Conditions to consent: The conditions to the Issuer's consent (in addition A30.1.2
to the requirements referred to above) are such that consent (a) is only
valid in respect of the relevant Tranche of Notes; (b) is only valid during
the Offer Period; [and] (c) only extends to the use of the Base Prospectus
to make Public Offers of the relevant Tranche of Notes in [Austria,
Belgium, Denmark, Finland, France, Germany, Ireland, Italy, Luxembourg,
the Netherlands, Norway, Portugal, Spain, Sweden and the United
Kingdom] [and (d) []].
An investor intending to acquire or acquiring Notes in a Public Offer from
an Authorised Offeror other than the Issuer will do so, and offers and sales
of such Notes to an investor by such Authorised Offeror will be made, in
accordance with any terms and other arrangements in place between
such Authorised Offeror and such investor including as to price,
allocations, expenses and settlement arrangements.
Each investor must look to the relevant Authorised Offeror at the
time of any such Public Offer for the provision of information
regarding the terms and conditions of the Public Offer and the
Authorised Offeror will be solely responsible for such information.]
[Not Applicable. The Notes are being offered on an exempt basis pursuant
to Article 3(2) of the Prospectus Directive. The Issuer has not given its
consent for any financial intermediary or other offeror to use the Base
Prospectus in connection with any offer of the Notes.]
Section B ­ Issuer
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Summary of the Programme relating to PD Notes
Element Title
B.1
The legal and
[Coöperatieve Rabobank U.A. (Rabobank)]
commercial
[Coöperatieve Rabobank U.A. (Rabobank) Australia Branch]
name of the
The commercial name of the Issuer is "Rabobank".
Issuer:
B.2
The domicile
The Issuer has its statutory seat in Amsterdam, is a cooperative entity
and legal form (coöperatie) and is registered with the Trade Register of the Chamber of
of the Issuer,
Commerce under number 30046259. The Issuer operates under the laws
the legislation of the Netherlands.
under which
the Issuer
operates and
its country of
incorporation:
B.4b
A description
Rabobank Group's results of operations are affected by a variety of market
of any known
conditions, including economic cycles, fluctuations in stock markets,
trends
interest rates and exchange rates, and increased competition. A
affecting the
deterioration in economic conditions, or Rabobank Group's inability to
Issuer and the accurately predict or respond to such developments, could have a material
industries in
adverse effect on Rabobank Group's prospects, business, financial
which it
condition and results of operations.
operates:
The Issuer expects that the relatively low interest rate environment that it
faced in the recent past is likely to continue in 2016, with a corresponding
impact on Rabobank Group's results.
B.5
Description of Rabobank Group is an international financial services provider, operating
the Issuer's
on the basis of cooperative principles. Rabobank Group is comprised of
Group and the the Issuer and its subsidiaries and participations in the Netherlands and
Issuer's
abroad.
position within
the Group:
B.9
Profit forecast Not Applicable. The Issuer has not made any public profit forecasts or
or estimate:
profit estimates.
B.10
Qualifications The independent auditor's reports on the Issuer's audited financial
in the
statements for the years ended 31 December 2014 and 31 December
Auditors'
2015 are unqualified.
report:
B.12
Selected
The following selected financial information is derived from and should be
Financial
read in conjunction with, Rabobank Group's audited consolidated financial
Information:
statements as at, and for the years ended, 31 December 2014 and 2015.
Consolidated statement of financial position
As at 31 December
2015
2014
(in millions of euros)
Assets
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Document Outline