Obligation Repsol 5.125% ( US87425EAG89 ) en USD

Repsol

100 % ▲

Canada

US87425EAG89 ( en USD )

5.125% par an ( paiement semestriel )

15/05/2015 - Obligation échue

Prospectus brochure de l'obligation Repsol US87425EAG89 en USD 5.125%, échue

1 000 USD

375 000 000 USD

87425EAG8

L'Obligation émise par Repsol ( Canada ) , en USD, avec le code ISIN US87425EAG89, paye un coupon de 5.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/05/2015

L'Obligation émise par Repsol ( Canada ) , en USD, avec le code ISIN US87425EAG89, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Repsol ( Canada ) , en USD, avec le code ISIN US87425EAG89, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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SUPPL 1 a2157969zsuppl.htm SUPPLEMENT
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Prospectus Supplement
Filed pursuant to
(To prospectus dated December 18, 2003)
General Instruction
II.K. of Form F-9;
File No. 333-111084
US$500,000,000

US$375,000,000 5.125% Notes due 2015
US$125,000,000 5.750% Notes due 2035
The notes due 2015 and the notes due 2035 will bear interest at the rate of 5.125% per year and 5.750% per
year, respectively. We will pay interest on the notes semi-annually in arrears on May 15 and November 15 of
each year, beginning November 15, 2005. The 5.125% notes and the 5.750% notes will mature on May 15, 2015
and on May 15, 2035, respectively. We may redeem some or all of the notes at any time, at 100% of their
principal amount plus a make-whole premium as described in this prospectus supplement. We may also redeem
all of the notes if certain changes affecting Canadian withholding taxes occur. The notes do not have the benefit
of any sinking fund.
The notes will be our unsecured obligations and rank equally with all of our existing and future unsecured
and unsubordinated indebtedness.
Investing in the notes involves risks that are described in the "Risk Factors" section beginning on
page 22 of the accompanying prospectus.
We are permitted, under a multi-jurisdictional disclosure system adopted by the United States and
Canada, to prepare this prospectus supplement and the accompanying prospectus in accordance with
Canadian disclosure requirements which are different from those of the United States. We prepare our
financial statements in accordance with Canadian generally accepted accounting principles and are
subject to Canadian auditing and auditor independence standards. As a result, they may not be
comparable to financial statements of United States companies in certain respects. Information regarding
the impact upon our financial statements of significant differences between Canadian and U.S. generally
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accepted accounting principles is contained in the notes to the consolidated financial statements
incorporated by reference in the accompanying prospectus.
Owning the notes may subject you to tax consequences both in the United States and in Canada. This
prospectus supplement and the accompanying prospectus may not describe these tax consequences fully.
You should read the tax discussion in this prospectus supplement.
Your ability to enforce civil liabilities under the U.S. federal securities laws may be affected adversely
because we are incorporated in Canada, some or all of our officers and directors and some or all of the
experts named in this prospectus supplement and the accompanying prospectus are residents of Canada,
and a substantial portion of our assets and all or a substantial portion of the assets of such persons are
located outside of the United States.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement or the accompanying
prospectus is truthful or complete. Any representation to the contrary is a criminal offence.
Per
Per
Total
Total

Note

Note

Public offering price(1)

99.914% US
374,677,500
98.690% US
123,362,500
$
$
Underwriting commission

0.650% US
2,437,500
0.875% US
1,093,750
$
$
Proceeds, before expenses, to

99.264% US
372,240,000
97.815% US
122,268,750
Talisman(1)
$
$
(1)
Plus accrued interest from May 12, 2005 if settlement occurs after that date.
The underwriters expect to deliver the notes on or about May 12, 2005 through the facilities of The
Depository Trust Company.
Joint Book-Running Managers
Banc of America Securities LLC

Citigroup
Senior Co-Managers
BNP PARIBAS

RBC Capital Markets
CIBC World Markets

RBS Greenwich Capital
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HSBC

Scotia Capital
Junior Co-Managers
Daiwa Securities America Inc.

TD Securities
The date of this prospectus supplement is May 9, 2005.
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IMPORTANT NOTICE ABOUT INFORMATION IN
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
This document is in two parts. The first part, this prospectus supplement, describes the specific terms of the
notes we are offering and also adds and updates certain information contained in the accompanying prospectus
and documents incorporated by reference. The second part, the base prospectus, dated December 18, 2003, gives
more general information, some of which may not apply to the notes we are offering. The accompanying base
prospectus is referred to as the "prospectus" in this prospectus supplement.
If the description of the notes varies between this prospectus supplement and the prospectus, you
should rely on the information in this prospectus supplement.
You should rely only on the information contained in or incorporated by reference in this prospectus
supplement and the prospectus. We have not, and the underwriters have not, authorized any other person
to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell
these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the
information appearing in this prospectus supplement and the prospectus, as well as information we
previously filed with the U.S. Securities and Exchange Commission and with the Alberta Securities
Commission and incorporated by reference, is accurate as of their respective dates only. Our business,
financial condition, results of operations and prospects may have changed since those dates.
In this prospectus supplement, all capitalized terms used and not otherwise defined herein have the
meanings provided in the prospectus. In the prospectus and this prospectus supplement, unless otherwise
specified or the context otherwise requires, all dollar amounts are expressed in Canadian dollars, and all financial
information included and incorporated by reference in the prospectus and this prospectus supplement is
determined using Canadian generally accepted accounting principles ("Canadian GAAP"). "U.S. GAAP" means
generally accepted accounting principles in the United States. For a discussion of the principal differences
between our financial results as calculated under Canadian GAAP and under U.S. GAAP, you should refer to
note 21 of our audited consolidated financial statements for the year ended December 31, 2004, incorporated by
reference in the prospectus.
Unless otherwise specified or the context otherwise requires, all references in this prospectus supplement
and the prospectus to "we", "us", "our" or "Talisman" refer to Talisman Energy Inc. and its consolidated
subsidiaries and partnerships. In the sections entitled "Summary of the Offering" and "Description of the Notes"
in this prospectus supplement and "Description of Debt Securities" in the prospectus, "we", "us", "our" or
"Talisman" refer to Talisman Energy Inc., without any of its consolidated subsidiaries or partnerships.
This prospectus supplement is deemed to be incorporated by reference into the prospectus solely for the
purposes of the offering of the notes offered hereby. Other documents are also incorporated or deemed to be
incorporated by reference into the prospectus. See "Documents Incorporated by Reference" in this prospectus
supplement and "Where You Can Find More Information" in the prospectus.
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S-2
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TABLE OF CONTENTS
Prospectus Supplement
Page

Forward-Looking Information

S-4
Exchange Rate Information

S-5
Oil and Gas Information

S-6
Summary of the Offering

S-7
Talisman Energy Inc.

S-9
Use of Proceeds

S-12
Selected Financial Information

S-13
Consolidated Capitalization

S-14
Pro-Forma Interest Coverage

S-15
Description of the Notes

S-16
Credit Ratings

S-20
Certain Income Tax Considerations

S-21
Underwriting

S-23
Legal Matters

S-25
Experts

S-25
Documents Incorporated by Reference

S-26

Prospectus
About This Prospectus

2
Where You Can Find More Information

2
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Special Note Regarding Forward-Looking Information

5
Talisman Energy Inc.

6
Use of Proceeds

6
Description of Debt Securities

6
Risk Factors

22
Certain Income Tax Consequences

27
Plan of Distribution

27
Interest Coverage

28
Legal Matters

29
Experts

29
S-3
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FORWARD-LOOKING INFORMATION
This document contains or incorporates by reference statements that constitute "forward-looking statements"
within the meaning of applicable securities legislation, including the United States Private Securities Litigation
Reform Act of 1995.
Forward-looking statements are included, among other places, in our Annual Information Form under the
headings "General Development of the Business", "Description of the Business" and "Legal Proceedings" and in
the Management's Discussion and Analysis for the year ended December 31, 2004 and in the Management's
Discussion and Analysis for the three months ended March 31, 2005. These statements include, among others,
statements regarding:
·
business strategy and plans or budgets;
·
business plans for drilling, exploration and development;
·
the estimated amounts and timing of capital expenditures;
·
royalty rates and exchange rates;
·
the merits and timing or anticipated outcome of pending litigation;
·
other expectations, beliefs, plans, goals, objectives, assumptions, information and statements
about possible future events, conditions, results of operations or performance; and
·
timing and amount of future production.
Statements concerning oil and gas reserves contained in this document and in documents incorporated by
reference in the prospectus are forward-looking statements as they involve the implied assessment that the
resources described can be profitably produced in the future, based on certain estimates and assumptions.
Often, but not always, forward-looking statements use words or phrases such as: "expects", "does not
expect" or "is expected", "anticipates" or "does not anticipate", "plans" or "planned", "estimates" or "estimated",
"projects" or "projected", "forecasts" or "forecasted", "believes", "intends", "likely", "possible", "probable",
"scheduled", "positioned", "goals" or "objectives", or state that certain actions, events or results "may", "could",
"would", "might" or "will" be taken, occur or be achieved.
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Forward-looking statements are based on current expectations, estimates and projections that involve a
number of risks and uncertainties, which could cause actual results to differ materially from those anticipated by
us and described in the forward-looking statements. These risks and uncertainties include:
·
the risks of the oil and gas industry, such as operational risks in exploring for, developing and
producing crude oil and natural gas and market demand;
·
risks and uncertainties involving geology of oil and gas deposits;
·
the uncertainty of reserves estimates and reserves life;
·
the uncertainty of estimates and projections relating to production, costs and expenses;
·
potential delays or changes in plans with respect to exploration or development projects or capital
expenditures;
·
fluctuations in oil and gas prices, foreign currency exchange rates and interest rates;
·
health, safety and environmental risks;
·
uncertainties as to the availability and cost of financing;
S-4
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·
uncertainties related to the litigation process, such as possible discovery of new evidence or
acceptance of novel legal theories and the difficulties in predicting the decisions of judges and
juries;
·
risks in conducting foreign operations (for example, political and fiscal instability or the
possibility of civil unrest or military action);
·
general economic conditions;
·
the effect of acts of, or actions against international terrorism; and
·
the possibility that government policies or laws may change or governmental approvals may be
delayed or withheld.
We caution that the foregoing list of risks and uncertainties is not exhaustive. Additional information on
these and other factors which could affect our operations or financial results are included under the heading "Risk
Factors" in the prospectus and under the heading "Risk Factors", in the Report on Reserves Data by Talisman's
Internal Qualified Reserves Evaluator and the Report of Management and Directors on Oil and Gas Disclosure in
our Annual Information Form, incorporated by reference in the prospectus.
Forward-looking statements are based on our estimates and opinions at the time the statements are
made. We assume no obligation to update forward-looking statements should circumstances or estimates
or opinions change.
EXCHANGE RATE INFORMATION
We publish our consolidated financial statements in Canadian dollars. In this prospectus supplement, unless
otherwise specified or the context otherwise requires, all dollar amounts are expressed in Canadian dollars and
references to "dollars" or "$" are to Canadian dollars and references to "US$" are to United States dollars.
The following table sets forth the Canada/U.S. exchange rates on the last day of the periods indicated as well
as the high, low and average rates for such periods. The high, low and average exchange rates for each period
were identified or calculated from spot rates in effect on each trading day during the relevant year. The exchange
rates shown are expressed as the number of U.S. dollars required to purchase one Canadian dollar. These
exchange rates are based on those published on the Bank of Canada's website as being in effect at approximately
noon on each trading day (the "Bank of Canada noon rate"). On May 9, 2005, the Bank of Canada noon rate was
US$0.8079 equals $1.00.
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