Obligation DEXIAX 4.892% ( XS0273230572 ) en EUR

Société émettrice DEXIAX
Prix sur le marché refresh price now   0.75 %  ⇌ 
Pays  France
Code ISIN  XS0273230572 ( en EUR )
Coupon 4.892% par an ( paiement trimestriel )
Echéance Perpétuelle



Prospectus brochure de l'obligation DEXIA XS0273230572 en EUR 4.892%, échéance Perpétuelle


Montant Minimal 50 000 EUR
Montant de l'émission 500 000 000 EUR
Prochain Coupon 02/08/2025 ( Dans 31 jours )
Description détaillée Dexia était un groupe bancaire franco-belge, aujourd'hui disparu, spécialisé dans le financement des collectivités territoriales et des institutions publiques.

L'Obligation émise par DEXIAX ( France ) , en EUR, avec le code ISIN XS0273230572, paye un coupon de 4.892% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le Perpétuelle







PROSPECTUS DATED 31 OCTOBER 2006
Dexia Funding Luxembourg S.A.
A9.4.1.1
(incorporated with limited liability in Luxembourg)
500,000,000
A13.4.1
A13.4.5
FIXED RATE/FLOATING RATE PERPETUAL NON-CUMULATIVE GUARANTEED
SECURITIES
having the benefit of a subordinated guarantee of
Dexia SA
(incorporated with limited liability in Belgium)
Issue Price: 100 per cent.
The 500,000,000 Fixed Rate/Floating Rate Perpetual Non-cumulative Guaranteed Securities (the Securities) are issued by
Dexia Funding Luxembourg S.A. (the Issuer) and will be guaranteed on a subordinated basis by Dexia SA (the Guarantor).
Subject as set out below, the Securities bear interest on their Current Principal Amount at a fixed rate of 4.892 per cent. per A13.4.13
annum from, and including, 2 November 2006 (the Interest Commencement Date) to (but excluding) the First Call Date
payable annually in arrear on 2 November of each year and thereafter at a floating rate equal to 3-month EURIBOR plus a
margin equal to 1.78 per cent. per annum payable quarterly in arrear on the Interest Payment Dates falling in February, May,
August and November of each year.
If the Issuer gives a Waiver Notice stating that it will waive the payment of interest that would have been payable on an Interest
Payment Date, no interest amount will be payable on such Interest Payment Date. The Issuer may give a Waiver Notice in its
sole discretion in respect of any Optional Interest Payment Date but, notwithstanding the foregoing, if before or after giving
effect to any interest amounts, a Trigger Event has occurred and is continuing, it is required to give a Waiver Notice.
The Securities are not redeemable at the option of the holders of the Securities (the Securityholders) at any time and are not
redeemable at the option of the Issuer prior to the First Call Date, except in certain circumstances set out herein. Subject to
compliance with applicable regulatory requirements, the Securities may be redeemed at the option of the Issuer, in whole (but
not in part), on the First Call Date or on any subsequent Interest Payment Date.
The Luxembourg Commission de Surveillance du Secteur Financier (the CSSF) is the competent authority in Luxembourg for
the purpose of Directive n°2003/71/EC (the Prospectus Directive) and the Luxembourg law on prospectuses for securities of
10 July 2005, for the purpose of approving this Prospectus to give information with regard to the Securities. Application has
been made in order for the Securities to be admitted to trading and listing on the regulated market of the Luxembourg Stock
Exchange, which is an EU regulated market within the meaning of Directive 2004/39/EC. References in this Prospectus to
Securities being listed (and all related references) shall mean that such Securities have been admitted to trading on the
regulated market of the Luxembourg Stock Exchange and to the official list of the Luxembourg Stock Exchange.
This Prospectus constitutes a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC (the Prospectus Directive) and
the Luxembourg law on prospectuses for securities of 10 July 2005 implementing the Prospectus Directive in Luxembourg.
The Securities will initially be represented by a temporary global security (the Temporary Global Security), without interest
coupons, which will be deposited on or about 2 November 2006 (the Closing Date) with a common depositary for Euroclear
Bank S.A./N.V. (Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg). Interests in the
Temporary Global Security will be exchangeable for interests in a permanent global security (the Permanent Global Security
and, together with the Temporary Global Security, the Global Securities), without interest coupons, on or after 12 December
2006 (the Exchange Date), upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Security
will be exchangeable for definitive Securities only in certain limited circumstances ­ see "Summary of provisions relating to
the Securities while represented by the Global Securities".
The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the Securities Act)
and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons unless the Securities are registered
under the Securities Act or an exemption from the registration requirements of the Securities Act is available.
The Securities are expected to be assigned a rating of "A+" by Standard & Poor's Rating Services, a division of The McGraw- A13.7.5
Hill Companies, Inc., "A1" by Moody's Investors Service Limited. and "AA" by Fitch Ratings Ltd. A rating is not a
recommendation to buy, sell or hold securities and may be subject to revision, suspension, reduction or withdrawal at any time
by the relevant rating agency. A revision, suspension, reduction or withdrawal of a rating may adversely affect the market price
of the Securities.
An investment in the Securities involves certain risks. Potential investors should read carefully the section entitled "Risk
Factors" set out below before making a decision to invest in the Securities.
Joint Bookrunners
ABN AMRO
Citigroup
UBS Investment Bank
(Sole Structuring Adviser)
Joint Lead Manager
Dexia Capital Markets


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Certain information contained in this Prospectus and/or documents incorporated herein by reference has
been extracted from sources specified in the sections where such information appears. Each of the Issuer and
the Guarantor confirms that such information has been accurately reproduced and that, so far as it is aware,
and is able to ascertain from information published by the above sources, no facts have been omitted which
would render the reproduced inaccurate or misleading.
References herein to the Issuer are to Dexia Funding Luxembourg S.A., references to the Guarantor are to
Dexia SA and references to the Dexia Group are to the Guarantor, together with its consolidated
subsidiaries.
This Prospectus is to be read in conjunction with all documents which are incorporated herein by reference
(see "Documents Incorporated by Reference"). This Prospectus shall be read and construed on the basis
that such documents are incorporated and form part of this Prospectus.
The Managers have not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by the Managers as to the accuracy or completeness of the information contained or incorporated
in this Prospectus or any other information provided by the Issuer or the Guarantor in connection with the
issue and sale of the Securities. No Manager accepts any liability in relation to the information contained
or incorporated by reference in this Prospectus or any other information provided by the Issuer or the
Guarantor in connection with the issue and sale of the Securities.
In connection with the issue and sale of the Securities, no person is or has been authorised by the Issuer or
the Guarantor to give any information or to make any representation not contained in or not consistent with
this Prospectus or any other information supplied in connection with the Securities and, if given or made,
such information or representation must not be relied upon as having been authorised by the Issuer, the
Guarantor or the Managers.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Securities shall in any
circumstances imply that the information contained herein concerning the Issuer or the Guarantor is correct
at any time subsequent to the date hereof or that any other information supplied in connection with the issue
and sale of the Securities is correct as of any time subsequent to the date indicated in the document
containing the same. The Managers expressly do not undertake to review the financial condition or affairs
of the Issuer or the Guarantor during the life of the Securities or to advise any investor in the Securities of
any information coming to their attention. Investors should review, inter alia, the most recently published
documents incorporated by reference into this Prospectus when deciding whether or not to purchase any
Securities.
Neither this Prospectus nor any other information supplied in connection with the issue and sale of the
Securities (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered
as a recommendation by the Issuer, the Guarantor or any of the Managers that any recipient of this
Prospectus or any other information supplied in connection with the issue and sale of the Securities should
purchase any Securities. Neither this Prospectus nor any other information supplied in connection with the
issue and sale of the Securities constitutes an offer or invitation by or on behalf of the Issuer, the Guarantor
or any of the Managers to any person to subscribe for or to purchase any Securities.
In making an investment decision regarding the Securities, prospective investors should rely on their own
independent investigation and appraisal of the Issuer and the Guarantor, their businesses, their financial
condition and affairs and the terms of the offering, including the merits and risks involved. The contents of
this Prospectus are not to be construed as legal, business or tax advice. Each prospective investor should
consult its own advisers as to legal, tax, financial, credit and related aspects of an investment in the
Securities. Potential investors should read carefully the section entitled "Risk Factors" set out below before
making a decision to invest in the Securities.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Securities in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Prospectus and the offer or sale of Securities may be restricted by law in certain
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jurisdictions. The Issuer, the Guarantor and the Managers do not represent that this Prospectus may be
lawfully distributed, or that any Securities may be lawfully offered, in compliance with any applicable
registration or other requirements in any such jurisdiction, or pursuant to an exemption available
thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no
action has been taken by the Issuer, the Guarantor or the Managers which would permit a public offering of
any Securities outside the European Economic Area or distribution of this Prospectus in any jurisdiction
where action for that purpose is required. Accordingly, no Securities may be offered or sold, directly or
indirectly, and neither this 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 Prospectus or any Securities may come
must inform themselves about, and observe, any such restrictions on the distribution of this Prospectus and
the offering and sale of Securities. In particular, there are restrictions on the distribution of this Prospectus
and the offer or sale of Securities in the United States, the United Kingdom and Luxembourg, see
"Subscription and Sale".
The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended
(the Securities Act) and, subject to certain exceptions, may not be offered, sold or 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)).
In this Prospectus, unless otherwise specified or the context requires, references to euro, EUR and are to
the currency introduced at the start of the third stage of European economic and monetary union pursuant
to the Treaty establishing the European Community (signed in Rome on 25 March 1957), as amended.
IN CONNECTION WITH THIS ISSUE UBS LIMITED (OR PERSONS ACTING ON BEHALF OF
UBS LIMITED) MAY OVER-ALLOT SECURITIES (PROVIDED THAT, THE AGGREGATE
PRINCIPAL AMOUNT OF SECURITIES ALLOTTED DOES NOT EXCEED 105 PER CENT. OF
THE AGGREGATE PRINCIPAL AMOUNT OF SECURITIES) OR EFFECT TRANSACTIONS
WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE SECURITIES AT A LEVEL
HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO
ASSURANCE THAT UBS LIMITED (OR PERSONS ACTING ON BEHALF OF UBS LIMITED)
WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN
ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE OFFER OF
THE SECURITIES 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 AND 60 DAYS
AFTER THE DATE OF THE ALLOTMENT OF THE SECURITIES.
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TABLE OF CONTENTS
Clause
Page
Description of the Securities and the Guarantee ....................................................................................
5
Risk Factors ............................................................................................................................................
11
Responsibility Statement ........................................................................................................................
16
Documents Incorporated by Reference ..................................................................................................
17
Conditions of the Securities ....................................................................................................................
19
Summary Of Provisions Relating To The Securities While Represented By The Global Securities ....
35
Guarantee ................................................................................................................................................
37
Use of Proceeds ......................................................................................................................................
43
Description of the Issuer..........................................................................................................................
44
Description of the Guarantor ..................................................................................................................
46
Taxation....................................................................................................................................................
70
Subscription and Sale ..............................................................................................................................
73
General Information ................................................................................................................................
75
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DESCRIPTION OF THE SECURITIES AND THE GUARANTEE
The following description does not purport to be complete and is taken from, and is qualified in its entirety
by, the remainder of this document. Words and expressions defined in the "Conditions of the
Securities"below shall have the same meaning in this description.
Securities
Fixed Rate/Floating Rate Perpetual Non-cumulative Guaranteed
Securities.
The Securities will be eligible to be included in calculating the Tier 1
capital of Dexia Group.
Issuer
Dexia Funding Luxembourg S.A., a special purpose financing vehicle
incorporated under the laws of Luxembourg in the form of a limited
liability company.
Its articles of incorporation will restrict its activities to issuing securities
and to investing the proceeds thereof in loans or other instruments (other
than ordinary share capital) issued by any of the Dexia Group banking
entities. The Issuer will not carry out any activity falling within the scope
of the Luxembourg law of 5 April 1993 on the financial sector, as
amended.
Guarantor
Dexia SA, the parent company of the Dexia Group.
The Dexia Group provides financial services to the local public sector,
retail and private banking services and investment management and
insurance services in various parts of the world, mainly in Europe and in
the United States.
Interest Payments
Subject as described under "Waived Interest Payments", Interest Payments
on the Securities will be payable:
·
until the First Call Date annually in arrear, at a fixed rate of 4.892
per cent. per annum on their Current Principal Amount (calculated
on an unadjusted Actual/Actual basis); and
·
thereafter quarterly in arrear, at a rate equal to 3 month EURIBOR
plus a margin of 1.78 per cent. per annum (calculated on a modified
following adjusted Actual/360 basis).
Waived Interest Payments
If and to the extent that a Trigger Event has occurred and is continuing or,
as a result of the payment of the Interest Payment would occur, on any
Interest Payment Date:
·
the Issuer will waive the coupon on the Securities; and
·
the Guarantor shall be paid by way of dividend or otherwise any
relevant dividend or interest received by the Issuer pursuant to the
terms of any on-loan of the issue proceeds of the Securities.
The Issuer may also elect to waive any coupon that would otherwise be due
on any Optional Coupon Date.
Loss Absorption
In the event of the occurrence of a Trigger Event, the board of directors of
the Guarantor shall convene an extraordinary shareholders' meeting to be
held during the three months following the occurrence of such Trigger
Event in order to propose a share capital increase or any other measure
regarded by it as necessary or useful to remedy such event.
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If a share capital increase or any such other proposed measure is not
adopted by the extraordinary shareholders' meeting of the Guarantor or if
the share capital increase is not sufficiently subscribed to remedy such
Trigger Event in full, or if such Trigger Event remains in effect for six
months following the occurrence of such event, the board of directors of
the Guarantor will cause the Issuer to implement, within ten days
following the date that is six months following the occurrence of such
event, a proportionate reduction of the amount of Current Principal
Amount of each Security (a Loss Absorption) necessary in order to
remedy the Trigger Event to the fullest extent possible. Notwithstanding
anything to the contrary, the nominal value of any Security shall never be
reduced to an amount lower than one cent (EUR 0.01).
The amount by which the aggregate Current Principal Amount of the
Securities is reduced to enable the Guarantor to absorb losses in order to
ensure the continuity of its activities, shall be the lower of:
·
the amount by which the applicable regulatory capital solvency
requirements exceed the solvency capital of the Guarantor on a
consolidated basis at the time of the Trigger Event; and
·
the aggregate amount of the Current Principal Amount of the
Securities before such reduction.
In the event of Loss Absorption, Interest Payments will only continue to be
payable on the Current Principal Amount of the Securities until
Reinstatement to the Original Principal Amount. Furthermore there is no
limitation on such Interest Payments being waived as described above.
For the avoidance of doubt, the first remedy to the Trigger Event will be
the share capital increase or the implementation of any other measures
adopted by the extraordinary shareholders' meeting of the Guarantor to
remedy such Trigger Event. To the extent such increase of share capital or
other measures are not sufficient, the Loss Absorption will be applied
against the Current Principal Amount of the Securities.
Reinstatement
If, following a Loss Absorption, the Guarantor has recorded positive
Consolidated Profit for at least two consecutive fiscal years following the
end of the most recent fiscal year in which there was a Loss Absorption,
Dexia SA may cause the Issuer to increase, and the Issuer shall increase,
the Current Principal Amount of each Security on any date and in an
amount that they determine (either up to the Original Principal Amount or
up to any other amount lower than the Original Principal Amount), subject
to any necessary regulatory approval.
Irrespective of whether a Return to Profitability has occurred, the
Guarantor shall cause the Issuer to increase, and the Issuer shall increase,
the aggregate Current Principal Amount of the Securities in an amount
equal to the Mandatory Reinstatement Amount on the date of a Mandatory
Reinstatement Event.
For the avoidance of doubt, following a Reinstatement, the aggregate
Current Principal Amount of the Securities may never be greater than the
aggregate Original Principal Amount of the Securities.
Subordination
The payment obligations of the Issuer under the Securities constitute
unsecured subordinated obligations of the Issuer and will rank:
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·
behind (junior to) the claims of holders of Issuer Senior and
Subordinated Indebtedness;
·
pari passu with Other Pari Passu Claims; and
·
before (senior to) (x) the claims for payment of any obligation that,
expressly or by applicable law, is subordinated to the Securities and
(y) the claims of holders of Issuer Ordinary Shares.
Additional Amounts
All payments in respect of the Securities will be made free and clear of and
without withholding or deduction for, or on account of, any present or
future taxes, duties, assessments or governmental charges of whatever
nature imposed or levied by or on behalf of Luxembourg or Belgium or
any political subdivision or authority thereof or therein having the power
to tax, unless the withholding or deduction is required by law.
If at any time the Issuer or the Guarantor is required to withhold or deduct
any tax with respect to any payments on the Securities, the Issuer or the
Guarantor, as applicable, will be required, subject to customary
exceptions, to pay such additional amounts as shall be required so that the
net amount received by each Securityholder after the withholding or
deduction of any such relevant tax will not be less than the amount then
due and payable to each Securityholder in the absence of such withholding
or deduction.
Optional Redemption
The Securities are not redeemable at the option of the Securityholders at
any time.
On the First Call Date and on any subsequent Interest Payment Date
thereafter, the Issuer, subject to having given not less than 30, and not more
than 60, days' prior notice to the Securityholders (which notice shall be
irrevocable), and subject to any required prior approval of the CBFA, may,
at its option, redeem the Securities in whole but not in part at the Base
Redemption Price.
Redemption Upon Certain
Upon the occurrence of a Tax Event other than as a result of a Tax Law
Events
Change or upon the occurrence of a Tier 1 Disqualification Event, the
Issuer will have the right, at any time before the First Call Date, to redeem
the Securities in whole (and not in part) at a redemption price equal to the
greater of (x) the Make Whole Amount and (y) the Base Redemption Price.
Upon the occurrence of a Tax Event as a result of a Tax Law Change, the
Issuer will have the right at any time to redeem the Securities in whole (and
not in part) at a redemption price equal to the Base Redemption Price.
Any redemption of Securities upon the occurrence of a Tax Event or a Tier
1 Disqualification Event is subject to any required prior approval of the
CBFA.
In any event, no redemption of Securities will be permitted if before or
after giving effect to such redemption, a Trigger Event has occurred and is
continuing or would occur.
Form and Denomination
The Securities will be issued in the denomination of 50,000 principal
amount.
So long as any Securities are represented by a Temporary Global Security
and/or a Permanent Global Security and the relevant clearing system(s) so
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permit, the Securities will be tradeable only in principal amounts of at least
50,000 and integral multiples of 1,000 in excess thereof.
The Securities will be issued in global bearer form and deposited on or
about the issue date with a common depositary for Euroclear and
Clearstream. Definitive Securities will only be available in limited
circumstances and in the denomination of 50,000 principal amount.
Crystallisation of claims
If a Remedies Event occurs and is continuing, the Securityholders, by
written notice to the Issuer, may institute proceedings to obtain the
payment of the amounts due or compliance with the defaulted covenant
provided that the Securityholders may not declare the aggregate principal
amount of the Securities due and payable.
If any judgment is issued for a liquidation or bankruptcy (including,
without limitation, any bankruptcy (faillite), insolvency, voluntary or
judicial liquidation (liquidation volontaire ou judiciaire), composition
with creditors (concordat préventif de faillite), reprieve from payment
(sursis de paiement), controlled management (gestion contrôlée),
fraudulent conveyance (actio pauliana), general settlement with creditors
or reorganisation proceedings or similar proceedings affecting the rights of
creditors generally) of the Issuer or if the Issuer has been liquidated for any
other reason, then the Securities shall immediately become due and
payable.
In connection with the institution of proceedings by holders against the
Issuer to obtain payments of any amounts due under the Securities, such
Securityholders may require the Issuer to, and the Issuer shall, enforce any
rights it may have under the intercompany loans it makes to any of the
Dexia Group banking entities.
Reinstatement upon
In the event of a liquidation or bankruptcy (including, without limitation,
Liquidation or Bankruptcy
any bankruptcy (faillite), insolvency, voluntary or judicial liquidation
(liquidation volontaire ou judiciaire), composition with creditors
(concordat préventif de faillite), reprieve from payment (sursis de
paiement), controlled management (gestion contrôlée), fraudulent
conveyance (actio pauliana), general settlement with creditors or
reorganisation proceedings or similar proceedings affecting the rights of
creditors generally) of the Issuer or a judicial or voluntary liquidation
(liquidation judiciaire ou volontaire/gerechtelijke of vrijwillige
vereffening) (except for corporate reorganisations involving a voluntary
dissolution without liquidation (dissolution volontaire sans
liquidation/vrijwillige ontbinding zonder vereffening) as referred to in
Articles 671-677 or 878-884 of the Belgian Code of Companies) or
bankruptcy (faillite/faillissement) of the Guarantor, the Guarantor shall
cause the Issuer to implement and the Issuer shall implement a
Reinstatement in an amount up to the Original Principal Amount of the
Securities, subject to any necessary regulatory approval.
The rights of Securityholders in the event of such liquidation or
bankruptcy will be calculated on the basis of:
·
the Original Principal Amount of the Securities they hold; plus
·
an amount equal to unpaid Interest Payments, if any, thereon with
respect to the current Interest Period accrued on a daily basis to the
date of the decision of the court or the shareholders' meeting
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relating to the liquidation or of the decision of the court relating to
the bankruptcy, as the case may be.
No payments will be made to the Securityholders unless and until all
amounts due, but unpaid, to all other senior and subordinated creditors of
the liquidated or bankrupt entity have been paid by the Guarantor or the
Issuer, as the case may be, as ascertained by the liquidator or the trustee in
bankruptcy.
Guarantee
The Guarantor will give an unconditional, irrevocable and subordinated
Guarantee for the due payment (without double counting) of:
·
Coupons which are not waived as described under "Waived Interest
Payments" and additional amounts thereon, if any;
·
the Base Redemption Price payable when the Securities become
payable in accordance with their terms in the event of a liquidation
or bankruptcy (including, without limitation, any bankruptcy
(faillite), insolvency, voluntary or judicial liquidation (liquidation
volontaire ou judiciaire), composition with creditors (concordat
préventif de faillite), reprieve from payment (sursis de paiement),
controlled management (gestion contrôlée), fraudulent conveyance
(actio pauliana), general settlement with creditors or reorganisation
proceedings or similar proceedings affecting the rights of creditors
generally) of the Issuer; and
·
the Base Redemption Price or Make Whole Amount, as applicable,
payable when the Securities become payable in accordance with
their terms in the event of a redemption as described under
"Optional Redemption" and "Redemption Upon Certain Events".
In the event of a General concursus creditorum affecting the Guarantor, the
claims of Securityholders under the Guarantee will be satisfied after (but
only after, and subject to) the claims of all holders of Guarantor Senior and
Subordinated Indebtedness have first been paid in full, other than claims of
creditors of the Guarantor which (x) rank pari passu with the Securities or
the Guarantee or (y) are junior to the Securities or the Guarantee, in the
case of (x) or (y) whether expressly or in accordance with applicable law.
The holders of the Securities will be required to accept that, in the
circumstances described above, payments in respect of the Securities will
be made by the Guarantor pursuant to the Guarantee only in accordance
with the subordination described above.
No Right to Set-Off. No Securityholder may set off any claims arising
under the Guarantee against claims that the Guarantor may have against it.
The Guarantor may set off against any claims of any Securityholder under
the Guarantee only if the appropriate regulatory authority has given its
consent to the set off, and subject to there existing no Trigger Event.
Remedy for Non-payment. In any event resulting in the liquidation or
bankruptcy (including, without limitation, any bankruptcy (faillite),
insolvency, voluntary or judicial liquidation (liquidation volontaire ou
judiciaire), composition with creditors (concordat préventif de faillite),
reprieve from payment (sursis de paiement), controlled management
(gestion contrôlée), fraudulent conveyance (actio pauliana), general
settlement with creditors or reorganisation proceedings or similar
proceedings affecting the rights of creditors generally) of the Issuer,
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whether due to a Remedies Event or otherwise, the Securityholders by
written notice to the Guarantor may institute proceedings against the
Guarantor to obtain the payment of the amounts due or to obtain
compliance with the defaulted covenant or agreement or to obtain the
bankruptcy of the Guarantor (or any analogous proceeding which may be
available from time to time under the laws of Belgium). The
Securityholders may not declare the principal amount of the Securities due
and payable.
If a Remedies Event occurs and is continuing, the Securityholders may by
written notice to the Guarantor, institute proceedings to obtain the payment
of the amounts due or compliance with the defaulted covenant or
agreement provided that the Securityholders may not declare the aggregate
principal amount of the Securities due and payable.
If a liquidation or bankruptcy (including, without limitation, any
bankruptcy (faillite), insolvency, voluntary or judicial liquidation
(liquidation volontaire ou judiciaire), composition with creditors
(concordat préventif de faillite), reprieve from payment (sursis de
paiement), controlled management (gestion contrôlée), fraudulent
conveyance (actio pauliana), general settlement with creditors or
reorganisation proceedings or similar proceedings affecting the rights of
creditors generally) of the Issuer has occurred and there exists a Trigger
Event, any Securityholder may institute bankruptcy proceedings against
the Guarantor exclusively in Belgium.
Use of Proceeds
The Issuer will use the net proceeds of the issue and sale of the Securities
to on-lend to any of the banking entities within the Dexia Group. Any such
on-loans shall be structured to achieve solvency capital treatment as
required by the applicable regulator. The Issuer shall use reasonable
efforts, including consultation with the Rating Agencies, to ensure that any
on-loan, any amendment to the terms of such on-loan or any transfer of
such on-loan to a non-core operating company does not reduce the then-
current rating of the Securities at that point in time.
Listing and admission to
Application has been made for the Securities to be listed on the Official
trading
List of the Luxembourg Stock Exchange and admitted to trading on the
regulated market of the Luxembourg Stock Exchange.
Governing Law
The Securities and the Guarantee will be governed by the laws of England,
except that the subordination provisions of the Guarantee will be governed
by the laws of Belgium. For the avoidance of doubt, the provisions of
Articles 86 to 94-8 of the Luxembourg law regarding Commercial
Companies dated 10 August 1915, as amended, are excluded.
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