Obligation Banco Espirito Santo 7.125% ( PTBEQJOM0012 ) en EUR

Banco Espirito Santo

100 % ⇌

Portugal

PTBEQJOM0012 ( en EUR )

7.125% par an ( paiement annuel )

27/11/2023 - Obligation échue

Prospectus brochure de l'obligation Banco Espirito Santo PTBEQJOM0012 en EUR 7.125%, échue

100 000 EUR

750 000 000 EUR

L'Obligation émise par Banco Espirito Santo ( Portugal ) , en EUR, avec le code ISIN PTBEQJOM0012, paye un coupon de 7.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 27/11/2023

Banco Espírito Santo, S.A.
(Incorporated with limited liability in Portugal
and acting through its head office)
750,000,000 7.125 per cent. Callable Reset Tier 2 Subordinated Notes due 2023
under the
20,000,000,000 Euro Medium Term Note Programme
of Banco Espírito Santo and BES Finance Ltd.
The 750,000,000 7.125 per cent. Callable Reset Tier 2 Subordinated Notes due 2023 (the "Notes") are being issued by Banco Espírito Santo, S.A.
(the "Bank" or the "Issuer") as a series of notes under its 20,000,000,000 Euro medium term note programme (the "Programme").
This drawdown prospectus (the "Drawdown Prospectus") has been approved by the Luxembourg Commission de Surveillance du Secteur Financier
(the "CSSF") in its capacity as competent authority under the Luxembourg Act dated 10th July 2005 on prospectuses for securities, as amended by
the Luxembourg law of 3rd July 2012 (the "Luxembourg Prospectus Law"), for the purposes of Directive 2003/71/EC as amended (which includes
the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State of the
European Economic Area, the "Prospectus Directive") as a prospectus issued in compliance with the Prospectus Directive and the relevant
implementing provisions of the Luxembourg Prospectus Law. The CSSF assumes no responsibility as to the economic and financial soundness of the
transactions contemplated by this Drawdown Prospectus or the quality or solvency of the Bank in accordance with Article 7(7) of the Luxembourg
Prospectus Law.
Application has been made to the Luxembourg Stock Exchange for the Notes to be admitted to trading on the regulated market (Bourse de
Luxembourg) of the Luxembourg Stock Exchange and to be listed on the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock
Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC).
The Notes will be held through Interbolsa-Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A.
("Interbolsa") (each an "Interbolsa Note") in book-entry form (forma escritural) and they will be in registered form (nominativas).
An investment in the Notes involves certain risks. For a discussion of these risks see "Risk Factors".
The Bank has a rating of "BB-" by Standard & Poor's Credit Market Services Europe Limited ("S&P"), "Ba3" by Moody's Investors Service España,
S.A. ("Moody's") and "BBB (low)" by DBRS Ratings Limited ("DBRS"). The Notes are expected to be rated "B" by S&P, "B2" by Moody's and
"BB (high)" by DBRS. S&P, Moody's and DBRS are established in the European Union and are registered under the CRA Regulation (as amended).
As such S&P, Moody's and DBRS are included in the list of credit rating agencies published by the European Securities and Markets Authority on its
website in accordance with such Regulation.
Joint Lead Managers
BOFA MERRILL LYNCH
CITIGROUP
ESPÍRITO SANTO
MORGAN STANLEY
INVESTMENT BANK
The date of this Drawdown Prospectus is 26th November 2013.

IMPORTANT INFORMATION
This Drawdown Prospectus constitutes a prospectus for the purposes of Article 5.3 of the Prospectus
Directive.
The Bank accepts responsibility for the information contained in this Drawdown Prospectus. To the
best of the knowledge and belief of the Bank (having taken all reasonable care to ensure that such is
the case), the information contained in this Drawdown Prospectus is in accordance with the facts and
does not omit anything likely to affect the import of such information.
This Drawdown Prospectus is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference" below). This
Drawdown Prospectus shall be read and construed on the basis that such documents are
incorporated and form part of this Drawdown Prospectus. The Bank accepts responsibility for the
accuracy of the translations into English of such documents.
Neither the Joint Lead Managers nor the Common Representative have separately verified the
information contained herein. Accordingly, no representation, warranty or undertaking, express or
implied, is made and no responsibility or liability is accepted by the Joint Lead Managers or the
Common Representative as to the accuracy or completeness of the information contained in this
Drawdown Prospectus or any other information provided by the Bank in connection with the Notes
or their distribution. The statements made in this paragraph are made without prejudice to the
responsibility of the Bank under the Programme.
No person is or has been authorised to give any information or to make any representation not
contained in or not consistent with this Drawdown Prospectus or any other information supplied in
connection with the Notes and, if given or made, such information or representation must not be
relied upon as having been authorised by the Bank, the Common Representative or any of the Joint
Lead Managers.
Neither this Drawdown Prospectus nor any other information supplied in connection with the Notes
(i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a
recommendation or constituting an invitation or offer by the Bank, the Common Representative or
any of the Joint Lead Managers that any recipient of this Drawdown Prospectus or any other
information supplied in connection with the 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 Bank. Neither this
Drawdown Prospectus nor any other information supplied in connection with the issue of the Notes
constitutes an offer or invitation by or on behalf of the Bank or any of the Joint Lead Managers or
the Common Representative to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Drawdown Prospectus nor the offering, sale or delivery of any Notes shall
in any circumstances imply that the information contained herein concerning the Bank is correct at
any time subsequent to the date hereof. The Joint Lead Managers and the Common Representative
expressly do not undertake to advise any investor in the Notes of any information coming to their
attention.
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IMPORTANT INFORMATION RELATING TO THE USE OF THIS DRAWDOWN
PROSPECTUS AND OFFERS OF NOTES GENERALLY
This Drawdown 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 Drawdown Prospectus and the offer or sale of Notes may be restricted
by law in certain jurisdictions. The Bank, the Joint Lead Managers and the Common Representative do not
represent that this Drawdown 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 Bank, the Joint Lead Managers or
the Common Representative which is intended to permit a public offering of any Notes or distribution of
this Drawdown 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 Drawdown 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 Drawdown Prospectus or any Notes may come must inform themselves about, and observe,
any such restrictions on the distribution of this Drawdown Prospectus and the offering and sale of Notes.
In particular, there are restrictions on the distribution of this Drawdown Prospectus and the offer or sale of
Notes in the United States, the United Kingdom, Italy, Luxembourg, Portugal, Cayman Islands and Japan
(see "Subscription and Sale" in the Base Prospectus (as defined below)).
All references in this document to "Euro", "EUR" and "" refer to the currency introduced at the start of
the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the
European Union, as amended.
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must
determine the suitability of that investment in light of its own circumstances. In particular, each potential
investor may wish to consider, either on its own or with the help of its financial and other professional
advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained or incorporated by reference in
this Drawdown Prospectus or any applicable supplement;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes where the currency for principal or interest payments is different from the
potential investor's currency;
(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of financial
markets; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that may affect
its investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of certain
investors are subject to legal investment laws and regulations, or review or regulation by certain
authorities. Each potential investor should consult its legal advisers to determine whether and to what
extent (1) Notes 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.
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" in the Base Prospectus (as defined below)).
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TABLE OF CONTENTS
Page
Risk Factors .................................................................................................................................................. 5
Documents Incorporated by Reference .......................................................................................................... 6
Terms and Conditions of the Notes ............................................................................................................... 9
Issue Specific Terms ................................................................................................................................... 10
Use of Proceeds .......................................................................................................................................... 18
Subscription and Sale.................................................................................................................................. 19
General Information .................................................................................................................................... 20
STABILISATION
In connection with the issue of the Notes, Merrill Lynch International (the "Stabilising Manager")
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 (or persons acting on behalf of the Stabilising Manager) will undertake
stabilisation action. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the 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 Notes and 60 days after the
date of the allotment of the Notes. Any stabilisation action or over-allotment must be conducted by
the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) in accordance with
all applicable laws and rules.
4

RISK FACTORS
In purchasing Notes, investors assume the risk that the Bank may become insolvent or otherwise be unable
to make all payments due in respect of the Notes. There is a wide range of factors which individually or
together could result in the Bank becoming unable to make all payments due in respect of the Notes. It is
not possible to identify all such factors or to determine which factors are most likely to occur, as the Bank
may not be aware of all relevant factors and certain factors which it currently deems not to be material
may become material as a result of the occurrence of events outside the Bank's control. The Bank has
identified a number of factors which could materially adversely affect its business and ability to make
payments due under the Notes. In addition, factors which are material for the purpose of assessing the
market risks associated with the Notes are also described herein.
Prospective investors should also read the detailed information set out elsewhere or incorporated by
reference into this Drawdown Prospectus and reach their own views prior to making any investment
decision.
FACTORS THAT MAY AFFECT THE BANK'S ABILITY TO FULFIL ITS OBLIGATIONS
UNDER THE NOTES
The risk factors relating to the Bank are set out on pages 31 to 46 under the heading "Factors that may
affect BES' ability to fulfil its obligations under Notes to be issued by BES under the Programme or
guaranteed by BES under the Deed of Guarantee" in the section entitled "Risk Factors" in the Base
Prospectus (as defined below) and on pages 2 and 3 in the section entitled "Risk Factors" in the Second
Supplement (as defined below).
RISK FACTORS RELATING TO THE NOTES
The risk factors relating to the Notes are set out under the heading "Risk Factors Relating To The Notes
Issued Under The Programme" on pages 47 to 56 in the section entitled "Risk Factors" in the Base
Prospectus (as defined below) and below:
Tier 2 Subordinated Notes, Remedies for Non-Payment
The sole remedy against the Issuer available to the Common Representative or any Noteholder for
recovery of amounts owing in respect of any payment of principal or interest in respect of any Notes will
be the institution of proceedings for the winding up of the Issuer and/or proving in any winding up of the
Issuer. As such, the remedies available to holders of the Notes are more limited than those typically
available to holders of senior-ranking securities, which may make enforcement more difficult.
5

DOCUMENTS INCORPORATED BY REFERENCE
The base prospectus dated 17th July 2013 (the "Base Prospectus") relating to the 20,000,000,000 euro
medium term note programme of the Bank and BES Finance Ltd. (except for the section entitled
"Summary" on pages 11 to 30 and the information incorporated by reference therein in accordance with
Article 28.4 of the Commission Regulation (EC) No. 809/2004 of 29th April 2004 which are either not
relevant for investors or are covered elsewhere in this drawdown prospectus), as supplemented on
2nd September 2013 (the "First Supplement") and 6th November 2013 (the "Second Supplement"),
shall, to the extent and as set out below, be deemed to be incorporated by reference in, and to form part of,
this Drawdown Prospectus.
The following documents, which have been filed with the CSSF, shall be incorporated in, and form part of,
this Drawdown Prospectus:
(a)
the Base Prospectus, including:
(i)
"Risk Factors - Factors that may affect BES' ability to fulfil its obligations under Notes to
be issued by BES under the Programme or guaranteed by BES under the Deed of
Guarantee" on pages 31 to 46;
(ii)
"Risk Factors Risk factors relating to the Notes issued under the Programme" on pages
47 to 56;
(iii)
"Terms and Conditions of the Notes" on pages 89 to 129;
(iv)
"Banco Espírito Santo, S.A. and BES Group" on pages 136 to 201;
(v)
"Subscription and Sale" on pages 218 to 221; and
(vi)
"General Information" on pages 222 to 226;
(b)
the First Supplement;
(c)
the Second Supplement;
(d)
the press release of the Bank dated 25th October 2013 entitled "Banco Espírito Santo Group
Activity and Results in 3Q13" presenting the unaudited consolidated financial results for the nine
month period ended on 30th September 2013, including:
(i)
income statement (page 42); and
(ii)
balance sheet (page 41).
(e)
the press release of the Bank dated 26th July 2013 entitled "Banco Espírito Santo Group Activity
and Results in 1H13" presenting the unaudited consolidated financial results for the six month
period ended on 30th June 2013, including:
(i)
income statement (page 39); and
(ii)
balance sheet (page 38);
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(f)
the press release of the Bank dated 7th May 2013 entitled "Banco Espírito Santo Group Activity
and Results in 1Q13" presenting the unaudited consolidated financial results for the three month
period ended on 31st March 2013, including:
(i)
income statement (page 40); and
(ii)
balance sheet (page 39).
(g)
the auditors' report and audited consolidated and non-consolidated annual financial statements of
the Bank for the financial year ended 31st December 2012, as set out on pages 99-215 of the
Bank's 2012 annual report including:
(i)
statements of income (pages 100 and 101);
(ii)
balance sheet (page 102);
(iii)
statement of changes in equity (page 103);
(iv)
cashflow statements (page 104);
(v)
accounting policies and explanatory notes (pages 105-212); and
(vi)
auditors' report (pages 213-215).
(h)
the auditors' report and audited consolidated and non-consolidated annual financial statements of
the Bank for the financial year ended 31st December 2011, as set out on pages 98-202 of the
Bank's 2011 annual report including:
(i)
statements of income (pages 100, 101, 127 and 128);
(ii)
balance sheet (pages 102, 129 and 130);
(iii)
statement of changes in equity (page 103);
(iv)
cashflow statements (page 104);
(v)
accounting policies and explanatory notes (pages 105-199); and
(vi)
auditors' report (pages 200-202).
For items (a) to (h), the information incorporated by reference that is not included in the cross-
reference lists above, except for the non-incorporated parts, is considered to be additional
information that is not required by the relevant annexes of Commission Regulation (EC) No.
809/2004 of 29th April 2004.
Copies of documents incorporated by reference in this Drawdown Prospectus can be obtained from
the registered office of the Bank and from the specified offices of the Paying Agents for the time
being in London, Lisbon and Luxembourg.
In addition, such documents will be published on the Luxembourg Stock Exchange's web site
(www.bourse.lu).
BES Finance and the Bank will, in the event of any significant new factor, material mistake or
inaccuracy relating to information included in this Drawdown Prospectus which is capable of
7

affecting the assessment of the Notes, prepare a supplement to this Drawdown Prospectus or
publish a new prospectus for use in connection with any subsequent issue of Notes.
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TERMS AND CONDITIONS OF THE NOTES
The terms and conditions of the Notes shall consist of the "Terms and Conditions of the Notes" set out on
pages 89 to 129 of the Base Prospectus (the "Programme Conditions") which is incorporated by
reference herein, as amended and completed by the Issue Specific Terms of the Notes set out herein.
References in the Programme Conditions to "Final Terms" shall be deemed to refer to the information set
out under the heading "Part A Contractual Terms" in the Issue Specific Terms set out herein and the
Appendix attached thereto.
9