Obligation Lusitania 0% ( XS0566355052 ) en EUR

Lusitania

100 % ▼

Portugal

XS0566355052 ( en EUR )

05/01/2021 - Obligation échue

Prospectus brochure de l'obligation Portugal XS0566355052 en EUR 0%, échue

50 000 EUR

50 000 000 EUR

Le Portugal, pays ibérique d'Europe du Sud-Ouest, possède une riche histoire, une culture vibrante influencée par les découvertes maritimes, et une géographie diversifiée allant des plages de l'Algarve aux montagnes verdoyantes du nord.

L'Obligation émise par Lusitania ( Portugal ) , en EUR, avec le code ISIN XS0566355052, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 05/01/2021

SIMPLIFIED BASE PROSPECTUS

THE REPUBLIC OF PORTUGAL
EUR 15,000,000,000
Euro Medium Term Note Programme

Applications have been made for notes ("Notes") issued under the Euro Medium Term Note Programme (the "Programme")
described in this Simplified Base Prospectus to be admitted during the period of twelve months after the date hereof to listing
on the official list and to trading on the regulated market of the Luxembourg Stock Exchange. The Programme also permits
Notes to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority,
stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further
competent authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the
"Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States and may
not be offered, sold or delivered within the United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and applicable state securities laws.
The Notes will be offered, sold and delivered (a) outside the United States in an offshore transaction (within the meaning of
Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S, and (b) within the United States to
qualified institutional buyers only ("QlBs") (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on
the exemption provided by Rule 144A. Prospective investors are hereby notified that sellers of the Notes may be relying on
the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
The Notes of each Tranche will be in dematerialised book-entry (forma escritural) and registered (nominativas) form (the
"Interbolsa Notes"), in bearer form ("Bearer Notes") (forma titulada, ao portador) or in registered form ("Registered
Notes") (forma titulada, nominativas). Interbolsa Notes will be integrated in and held through Interbolsa Sociedade Gestora
de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários S.A. ("Interbolsa"). Bearer Notes will
(unless otherwise specified in the applicable Final Terms) initially be represented by a temporary global note which will be
exchangeable either for interests in a permanent global note or for definitive notes, as indicated in the applicable Final Terms.
Registered Notes will (unless otherwise specified in the applicable Final Terms) be represented by one or more unrestricted
global note certificates, in the case of Registered Notes sold outside the United States in an offshore transaction in reliance on
Regulation S, and/or one or more restricted global note certificates in the case of Registered Notes sold to QIBs in reliance on
Rule 144A, in each case as specified in the applicable Final Terms and all as further described in "Forms of the Notes and
Transfer Restrictions Relating to U.S. Sales" below.
For a description of these and certain future restrictions on offers, sales and transfers of Notes and distribution of this
Simplified Base Prospectus, see "Subscription and Sale" and "Forms of the Notes and Transfer Restrictions Relating to U.S.
Sales".
Arranger and Dealer
Société Générale Corporate & Investment Banking
29 September 2017

CONTENTS

Page
IMPORTANT NOTICES ............................................................................................................................. 1
SUMMARY ................................................................................................................................................. 3
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................... 7
RISKS RELATED TO RENMINBI-DENOMINATED NOTES ................................................................ 8
PRC CURRENCY CONTROLS ................................................................................................................ 11
FORMS OF THE NOTES AND TRANSFER RESTRICTIONS RELATING TO U.S. SALES .............. 13
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 22
FORM OF FINAL TERMS ........................................................................................................................ 53
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............... 65
SUMMARY OF PROVISIONS RELATING TO THE INTERBOLSA NOTES ...................................... 69
RECENT DEVELOPMENTS .................................................................................................................... 71
TAXATION ............................................................................................................................................... 74
SUBSCRIPTION AND SALE ................................................................................................................... 88
GENERAL INFORMATION .................................................................................................................... 91

IMPORTANT NOTICES
The Republic of Portugal (the "Issuer") acting through Agência de Gestão da Tesouraria e da Dívida
Pública IGCP, E.P.E (the "IGCP") accepts responsibility for the information contained in this
Simplified Base Prospectus and declares that, having taken all reasonable care to ensure that such is the
case, the information contained in this Simplified Base Prospectus is, to the best of its knowledge, in
accordance with the facts and contains no omission likely to affect its import.
Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and
Conditions of the Notes" (the "Conditions") as amended and/or supplemented by a document specific to
such Tranche called the final terms (the "Final Terms"). This Simplified Base Prospectus must be read
and construed together with any amendments or supplements hereto and with any information
incorporated by reference herein and, in relation to any Tranche of Notes which is the subject of Final
Terms, must be read and construed together with the relevant Final Terms.
The Issuer has confirmed to the Dealer named under "Subscription and Sale" below that this Simplified
Base Prospectus contains all information which is (in the context of the Programme, the issue, offering
and sale of the Notes) material; that such information is true and accurate in all material respects and is
not misleading in any material respect; that any opinions, predictions or intentions expressed herein are
honestly held or made and are not misleading in any material respect; that this Simplified Base Prospectus
does not omit to state any material fact necessary to make such information, opinions, predictions or
intentions (in the context of the Programme, the issue, offering and sale of the Notes) not misleading in
any material respect; and that all proper enquiries have been made to verify the foregoing.
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Simplified Base Prospectus or any other document entered into in relation to the
Programme or any information supplied by the Issuer or such other information as is in the public domain
and, if given or made, such information or representation should not be relied upon as having been
authorised by the Issuer or any Dealer.
None of the Dealers nor any of their respective affiliates have authorised the whole or any part of this
Simplified Base Prospectus and none of them makes any representation or warranty or accepts any
responsibility as to the accuracy or completeness of the information contained in this Simplified Base
Prospectus. Neither the delivery of this Simplified Base Prospectus or any Final Terms nor the offering,
sale or delivery of any Note shall, in any circumstances, create any implication that the information
contained in this Simplified Base Prospectus is true subsequent to the date hereof or the date upon which
this Simplified Base Prospectus has been most recently amended or supplemented or that there has been
any adverse change, or any event reasonably likely to involve any adverse change, in the prospects or
financial or trading position of the Issuer since the date thereof or, if later, the date upon which this
Simplified Base Prospectus has been most recently amended or supplemented or that any other
information supplied in connection with the Programme is correct at any time subsequent to the date on
which it is supplied or, if different, the date indicated in the document containing the same.
The distribution of this Simplified Base Prospectus and any Final Terms and the offering, sale and
delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this
Simplified Base Prospectus or any Final Terms comes are required by the Issuer and the Dealers to
inform themselves about and to observe any such restrictions. For a description of certain restrictions on
offers, sales and deliveries of Notes and on the distribution of this Simplified Base Prospectus or any
Final Terms and other offering material relating to the Notes, see "Subscription and Sale" and "Forms of
the Notes and Transfer Restrictions Relating to U.S. Sales".
Neither this Simplified Base Prospectus nor any Final Terms constitutes an offer or an invitation to
subscribe for or purchase any Notes and should not be considered as a recommendation by the Issuer, the
Dealers or any of them that any recipient of this Simplified Base Prospectus or any Final Terms should
subscribe for or purchase any Notes. Each recipient of this Simplified Base Prospectus or any Final Terms
shall be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of
the Issuer.
The maximum aggregate principal amount of Notes outstanding at any one time under the Programme
will not exceed EUR 15,000,000,000 and for this purpose, any Notes denominated in another currency
shall be translated into EUR at the date of the agreement to issue such Notes (calculated in accordance
- 1-

with the provisions of the Dealer Agreement). The maximum aggregate principal amount of Notes which
may be outstanding at any one time under the Programme may be increased from time to time, subject to
compliance with the relevant provisions of the Dealer Agreement as defined under "Subscription and
Sale".
In this Simplified Base Prospectus, unless otherwise specified, references to a "Member State" are
references to a Member State of the European Economic Area, references to "U.S.$", "U.S. dollars" or
"dollars" are to United States dollars, references to "EUR" or "euro" are to the currency introduced at the
start of the third stage of European Economic and Monetary Union, and as defined in Article 2 of Council
Regulation (EC) No. 974/98 of 3 May 1998 on the instruction of the euro, as amended, references to
"Sterling", "£", "GBP" and "STG" are to the lawful currency of the United Kingdom, references to
"Swiss Franc", "Sfr", "CHF" and "SWF" are the references to the lawful currency of Switzerland,
references to "Yen" and "¥" are the references to the lawful currency of Japan and references to
"Renminbi", "RMB", or "CNY" are to the lawful currency of the People's Republic of China (the
"PRC") which for the purposes of this Simplified Base Prospectus excludes the Hong Kong Special
Administrative Region of the PRC, the Macau Special Administrative Region of the PRC and Taiwan and
references to "PRC Government" are to the government of the PRC.
Certain figures included in this Simplified Base Prospectus have been subject to rounding adjustments;
accordingly, figures shown for the same category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede
them.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable
Final Terms may over allot Notes or effect transactions with a view to supporting the market price
of the Notes at a level higher than that which might otherwise prevail. However, stabilisation may
not necessarily occur. Any stabilisation action may begin on or after the date on which adequate
public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun,
may cease at any time, but it must end no later than the earlier of 30 days after the issue date of the
relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of
Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising
Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in accordance with all
applicable laws and rules.
- 2-

SUMMARY
This summary must be read as an introduction to this Simplified Base Prospectus and any decision to
invest in the Notes should be based on a consideration of the Simplified Base Prospectus as a whole,
including any information incorporated by reference. This summary must be read in conjunction with the
rest of this document and, in relation to any Notes, in conjunction with the relevant Final Terms and the
Terms and Conditions of the Notes set out herein.
Words and expressions defined in the "Terms and Conditions of the Notes'' below or elsewhere in this
Simplified Base Prospectus have the same meanings in this summary.
Issuer:
The Republic of Portugal.
Arranger:
Société Générale.
Dealers:
Société Générale and any other Dealer appointed from time to time by
the Issuer either generally in respect of the Programme or in relation to
a particular Tranche of Notes.
Portuguese Paying Agent:
IGCP.
Fiscal Agent, Paying Agent
Société Générale Bank and Trust.
and Transfer Agent:
Portuguese Tax
Banco Comercial Português, S.A.
Representative:
Luxembourg Listing Agent:
Société Générale Bank & Trust.
Registrar:
Société Générale Bank and Trust.
Final Terms:
Notes issued under the Programme may be issued pursuant to this
Simplified Base Prospectus and associated Final Terms. The terms and
conditions applicable to any particular Tranche of Notes will be the
Terms and Conditions of the Notes as supplemented, amended and/or
replaced to the extent described in the relevant Final Terms.
Listing and Trading:
Applications have been made for Notes to be admitted during the period
of twelve months after the date hereof to listing on the official list and
to trading on the regulated market of the Luxembourg Stock Exchange.
The Programme also permits Notes to be issued on the basis that they
will not be admitted to listing, trading and/or quotation by any
competent authority, stock exchange and/or quotation system or to be
admitted to listing, trading and/or quotation by such other or further
competent authorities, stock exchanges and/or quotation systems as
may be agreed with the Issuer.
Clearing Systems:
Euroclear and/or Clearstream, Luxembourg and/or, (in the case of
Interbolsa Notes only) Interbolsa, and/or The Depository Trust
Company ("DTC"), as specified in the relevant Final Terms.
Initial Programme Amount:
Up to Euro 15,000,000,000 (or its equivalent in other currencies)
aggregate principal amount of Notes outstanding at any one time.
Issuance in Series:
Notes will be issued in Series. Each Series may comprise one or more
Tranches issued on different issue dates. The Notes of each Series will
all be subject to identical terms, except that the issue date and the
amount or the first payment of interest may be different in respect of
different Tranches. The Notes of each Tranche will all be subject to
identical terms in all respects save that a Tranche may comprise Notes
of different denominations.
- 3-

Forms of Notes:
Bearer Notes

Each Tranche of Bearer Notes will initially be in the form of either a
Temporary Global Note or a Permanent Global Note, in each case as
specified in the relevant Final Terms. Each Global Note which is not
intended to be issued in new global note form, as specified in the
relevant Final Terms, will be deposited on or around the relevant issue
date with a depositary or a common depositary for Euroclear and/or
Clearstream, Luxembourg and/or any other relevant clearing system
and each Global Note which is intended to be issued in new global note
form, as specified in the relevant Final Terms, will be deposited on or
around the relevant issue date with a common safekeeper for Euroclear
and/or Clearstream, Luxembourg. Each Temporary Global Note will be
exchangeable for a Permanent Global Note or, if so specified in the
relevant Final Terms, for Definitive Notes. If the TEFRA D Rules are
specified in the relevant Final Terms as applicable, certification as to
non-U.S. beneficial ownership will be a condition precedent to any
exchange of an interest in a Temporary Global Note or receipt of any
payment of interest in respect of a Temporary Global Note. Each
Permanent Global Note will be exchangeable for Definitive Notes in
accordance with its terms. Definitive Notes will, if interest-bearing,
have Coupons attached and, if appropriate, a Talon for further Coupons.

Registered Notes

Each Tranche of Registered Notes will be represented by either:
(i)
Individual Note Certificates; or
(ii)
one or more Unrestricted Global Note Certificates in the case
of Registered Notes sold outside the United States in an
offshore transaction in reliance on Regulation S and/or one or
more Restricted Global Note Certificates in the case of
Registered Notes sold to QIBs in reliance on Rule 144A,

in each case as specified in the relevant Final Terms.

Each Note represented by an Unrestricted Global Note Certificate will
be registered in the name of a common depositary (or its nominee) for
Euroclear and/or Clearstream, Luxembourg and/or any other relevant
clearing system and the relevant Unrestricted Global Note Certificate
will be deposited on or about the issue date with the common
depositary.

Each Note represented by a Restricted Global Note Certificate will be
either (i) registered in the name of Cede & Co. (or such other entity as
is specified in the applicable Final Terms) as nominee for DTC and the
relevant Restricted Global Note Certificate will be deposited on or
about the issue date with the DTC Custodian or (ii) registered in the
name of a common depositary (or its nominee) for Euroclear and/or
Clearstream, Luxembourg and/or any other relevant clearing system
and the relevant Restricted Global Note Certificate will be deposited on
or about the issue date with the common depositary.

Interbolsa Notes

Interbolsa Notes will be issued in dematerialised book-entry (forma
escritural) and registered form (nominativas), as further described
under "Forms of the Notes". Interbolsa Notes may only be transferred in
accordance with the applicable procedures set out in the Portuguese
Securities Code and the regulations issued by the CMVM and
- 4-

Interbolsa. Interbolsa Notes are evidenced by registration in securities
accounts and thus no physical document of title will be issued in respect
thereof.
Currencies:
Notes may be denominated in any currency or currencies, subject to
compliance with all applicable legal and/or regulatory and/or central
bank requirements. Payments in respect of Notes may, subject to such
compliance, be made in and/or linked to, any currency or currencies
other than the currency in which such Notes are denominated.
Status of the Notes:
Notes will be issued on an unsubordinated basis.
Issue Price:
Notes may be issued at any price and either on a fully or partly paid
basis, as specified in the relevant Final Terms. The price and amount of
Notes to be issued under the Programme will be determined by the
Issuer, and the relevant Dealer(s) at the time of issue in accordance with
prevailing market conditions.
Maturities:
Any maturity subject, in relation to specific currencies, to compliance
with all applicable legal and/or regulatory and/or central bank
requirements.

Where Notes have a maturity of less than one year and either (a) the
issue proceeds are received by the Issuer in the United Kingdom or
(b) the activity of issuing the Notes is carried on from an establishment
maintained by the Issuer in the United Kingdom, such Notes must:
(i) have a minimum redemption value of £100,000 (or its equivalent in
other currencies) and be issued only to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses
or who it is reasonable to expect will acquire, hold, manage or dispose
of investments (as principal or agent) for the purposes of their
businesses; or (ii) be issued in other circumstances which do not
constitute a contravention of section 19 of the FSMA by the Issuer.
Redemption:
Notes may be redeemable at par or at such other Redemption Amount
(detailed in a formula, index or otherwise) as may be specified in the
relevant Final Terms. Notes may also be redeemable in two or more
instalments on such dates and in such manner as may be specified in the
relevant Final Terms.
Optional Redemption:
Notes may be redeemed before their stated maturity at the Option of the
Issuer (either in whole or in part) and/or the Noteholders to the extent
(if at all) specified in the relevant Final Terms.
Interest:
Notes may be interest-bearing or non-interest bearing. Interest (if any)
may accrue at a fixed rate or a floating rate or other variable rate or be
index-linked and the method of calculating interest may vary between
the issue date and the maturity date of the relevant Series.
Denominations:
Notes will be issued in such denominations as may be specified in the
relevant Final Terms, subject to compliance with all applicable legal
and/or regulatory and/or central bank requirements.
Negative Pledge:
The Notes will have the benefit of a negative pledge as described in
Condition 6 (Negative Pledge).
Taxation:
All payments in respect of Notes will be made free and clear of
withholding taxes of the Republic of Portugal as the case may be,
unless the withholding is required by law. In that event, the Issuer will
(subject as provided in Condition 13 (Taxation)) pay such additional
amounts as will result in the Noteholders receiving such amounts as
- 5-

they would have received in respect of such Notes had no such
withholding been required.
Governing Law:
The Notes and all non-contractual obligations arising out of or in
connection with the Notes (other than Interbolsa Notes) are governed by
English law. The Interbolsa Notes and all non-contractual obligations
arising out of or in connection with the Interbolsa Notes are governed
by Portuguese law.
Enforcement of Notes in
In the case of Global Notes, individual investors' rights against the
Global Form:
Issuer will be governed by a Deed of Covenant dated 29 September
2017, a copy of which will be available for inspection at the specified
office of the Fiscal Agent.
Ratings:
The Programme has been rated Ba1 by Moody's Investors Service, Inc.
and BB+ by Fitch Ratings Ltd.
Selling Restrictions:
For a description of certain restrictions on offers, sales and deliveries of
Notes and on the distribution of offering material in the United States of
America, the United Kingdom, Japan, the People's Republic of China,
Hong Kong and Singapore see "Subscription and Sale" below and
"Forms of Notes and Transfer Restrictions Relating to U.S. Sales".

- 6-

DOCUMENTS INCORPORATED BY REFERENCE
The information set out in the cross-reference tables below shall be incorporated in, and form part of, this
Simplified Base Prospectus. Any information contained in the following documents, but not included in
the cross-reference table set out below, is not incorporated by reference in this Simplified Base
Prospectus and should be read for information purposes only.
(i)
paragraphs (vi)-(vii) of the supplement dated 1 July 2014 to the simplified base prospectus
relating to the Programme dated 30 December 2013;
(ii)
the simplified base prospectus relating to the Programme dated 30 December 2013:
Terms and Conditions of the Notes
Pages 18-46;
(iii)
the simplified base prospectus relating to the Programme dated 11 February 2010:
Terms and Conditions of the Notes
Pages 16-42;
(iv)
the simplified base prospectus relating to the Programme dated 7 January 2009:
Terms and Conditions of the Notes
Pages 20-54.
Following the publication of this Simplified Base Prospectus, a supplement may be prepared by the
Issuer. Statements contained in any such supplement (or contained in any document incorporated by
reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise), be
deemed to modify or supersede statements contained in this Simplified Base Prospectus or in a document
which is incorporated by reference in this Simplified Base Prospectus. Any statement so modified or
superseded shall not, except as so modified or superseded, constitute a part of this Simplified Base
Prospectus.
Copies of documents incorporated by reference in this Simplified Base Prospectus can be obtained from
the registered office of the Issuer and are available for viewing on the website of the Luxembourg Stock
Exchange at www.bourse.lu.

- 7-

RISKS RELATED TO RENMINBI-DENOMINATED NOTES
Notes denominated in Renminbi ("Renminbi Notes") may be issued under the Programme. Renminbi
Notes contain particular risks for potential investors. Prospective investors in Renminbi Notes should
consider, among other things, the following risk factors relating to Renminbi Notes
Renminbi is not freely convertible and there are significant restrictions on the remittance of Renminbi
into and out of the PRC which may adversely affect the liquidity of Renminbi Notes.
Renminbi is not freely convertible at present. The government of the PRC (the "PRC Government")
continues to regulate conversion between Renminbi and foreign currencies, including the Hong Kong
dollar.
However, there has been significant reduction in control by the PRC Government in recent years,
particularly over trade transactions involving import and export of goods and services as well as other
frequent routine foreign exchange transactions. These transactions are known as current account items.
On the other hand, remittance of Renminbi into and out of the PRC for the settlement of capital account
items, such as capital contributions, debt financing and securities investment, is generally only permitted
upon obtaining specific approvals from, or completing specific registrations or filings with, the relevant
authorities on a case-by-case basis and is subject to a strict monitoring system. Regulations in the PRC on
the remittance of Renminbi into and out of the PRC for settlement of capital account items are being
developed.
Although from 1 October 2016, the Renminbi has been added to the Special Drawing Rights basket
created by the International Monetary Fund, there is no assurance that the PRC Government will continue
to gradually liberalise control over cross-border remittance of Renminbi in the future, that the schemes for
Renminbi cross-border utilisation will not be discontinued or that new regulations in the PRC will not be
promulgated in the future which have the effect of restricting or eliminating the remittance of Renminbi
into or out of the PRC. Despite Renminbi internationalisation pilot programme and efforts in recent years
to internationalise the currency, there can be no assurance that the PRC Government will not impose
interim or long-term restrictions on the cross-border remittance of Renminbi. In the event that funds
cannot be repatriated out of the PRC in Renminbi, this may affect the overall availability of Renminbi
outside the PRC and the ability of the Issuer to source Renminbi to finance its obligations under Notes
denominated in Renminbi.
There is only limited availability of Renminbi outside the PRC, which may affect the liquidity of the
Renminbi Notes and the Issuer's ability to source Renminbi outside the PRC to service Renminbi
Notes.
As a result of the restrictions by the PRC Government on cross border Renminbi fund flows, the
availability of Renminbi outside the PRC is limited.
While the People's Bank of China ("PBoC") has entered into agreements (the "Settlement
Arrangements") on the clearing of Renminbi business with financial institutions (the "Renminbi
Clearing Banks") in a number of financial centres and cities , including but not limited to Hong Kong,
has established the Cross-Border Inter-Bank Payments System (CIPS) to facilitate cross-border Renminbi
settlement and is further in the process of establishing Renminbi clearing and settlement mechanisms in
several other jurisdictions, the current size of Renminbi denominated financial assets outside the PRC is
limited.
There are restrictions imposed by PBoC on Renminbi business participating banks in respect of cross-
border Renminbi settlement, such as those relating to direct transactions with PRC enterprises.
Furthermore, Renminbi business participating banks do not have direct Renminbi liquidity support from
PBoC, although PBoC has gradually allowed participating banks to access the PRC's onshore inter-bank
market for the purchase and sale of Renminbi. The Renminbi Clearing Banks only have limited access to
onshore liquidity support from PBoC for the purpose of squaring open positions of participating banks for
limited types of transactions and are not obliged to square for participating banks any open positions
resulting from other foreign exchange transactions or conversion services. In cases where the
participating banks cannot source sufficient Renminbi through the above channels, they will need to
source Renminbi from outside the PRC to square such open positions.
- 8-

Document Outline

#15">Whenever any interest in the Temporary Global Note is to be exchanged for an interest in a Permanent Global Note, the Issuer shall procure (in the case of first exchange) the prompt delivery (free of charge to the bearer) of such Permanent Global Not...
- #15">(i) presentation and (in the case of final exchange) surrender of the Temporary Global Note to or to the order of the Fiscal Agent; and
- #15">(ii) receipt by the Fiscal Agent of a certificate or certificates of non-U.S. beneficial ownership,
#16">The Permanent Global Note will be exchangeable in whole, but not in part, for Notes in definitive form ("Definitive Notes"):
- #16">(i) on the expiry of such period of notice as may be specified in the relevant Final Terms; or
- #16">(ii) at any time, if so specified in the relevant Final Terms; or
- #16">(iii) if the relevant Final Terms specifies "in the limited circumstances described in the Permanent Global Note", then if (a) Euroclear or Clearstream, Luxembourg or any other relevant clearing system is closed for business for a continuous period of...
#16">If the relevant Final Terms specifies the form of Notes as being "Permanent Global Note exchangeable for Definitive Notes", then the Notes will initially be in the form of a Permanent Global Note which will be exchangeable in whole, but not in part, ...
- #16">(i) on the expiry of such period of notice as may be specified in the relevant Final Terms; or
- #17">(ii) at any time, if so specified in the relevant Final Terms; or
- #17">(iii) if the relevant Final Terms specifies "in the limited circumstances described in the Permanent Global Note", then if (a) Euroclear or Clearstream, Luxembourg or any other relevant clearing system is closed for business for a continuous period of...
#17">Each Tranche of Registered Notes will be represented by either:
- #17">(i) individual Note Certificates in registered form ("Individual Note Certificates"); or
- #17">(ii) one or more unrestricted global note certificates ("Unrestricted Global Note Certificate(s)") in the case of Registered Notes sold outside the United States in an offshore transaction in reliance on Regulation S ("Unrestricted Registered Notes") ...
#18">If the relevant Final Terms specifies the form of Notes as being "Global Note Certificate exchangeable for Individual Note Certificates", then the Notes will initially be represented by one or more Global Note Certificates each of which will be excha...
- #18">(i) in the case of any Global Note Certificate held by or on behalf of DTC, if DTC notifies the Issuer that it is no longer willing or able to discharge properly its responsibilities as depositary with respect to the Global Note Certificate or DTC cea...
- #18">(ii) in the case of any Global Note Certificate registered in the name of a common depositary (or its nominee) for Euroclear and/or Clearstream, Luxembourg, if Euroclear, Clearstream, Luxembourg or any other relevant clearing system is closed for busi...
- #18">(iii) in any case, if any of the circumstances described in Condition 14 (Events of Default) occurs.
#20">Each purchaser of Notes will be deemed to have represented and agreed as follows (terms used in the following paragraphs that are defined in Rule 144A have the respective meanings given to them in Rule 144A):
- #20">(i) the purchaser (a) is a QIB, (b) is acquiring the Notes for its own account or for the account of such a QIB and (c) is aware that the sale of the Notes to it is being made in reliance on Rule 144A or (d) is purchasing in an offshore transaction th...
- #20">(ii) the purchaser understands that the Notes are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act and that the Notes have not been and will not be registered under the...
- #20">(iii) the purchaser understands that if it is purchasing other than in an offshore transaction outside the United States, that if it should resell or otherwise transfer the Notes, it will do so only (a) to the Issuer, (b) to a QIB in compliance with R...
- #20">(iv) the purchaser agrees that it will deliver to each person to whom it transfers Notes notice of any restriction on transfer of such Notes;
- #20">(v) the purchaser understands and agrees that Notes initially offered in the United States to QIBs will be represented by one or more Restricted Global Note Certificates and that Notes offered outside the United States in offshore transactions pursuan...
- #20">(vi) the purchaser understands that unless registered under the Securities Act, the Restricted Notes will bear a legend to the following effect, unless otherwise agreed by the Issuer and the holder thereof:
#20">THE NOTES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. T...
- #20">(vii) the purchaser acknowledges that the Issuer and the Dealers will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements, and agrees that if any of the acknowledgments, representations or warranties deeme...
- #21">(viii) the purchaser understands that if it is acquiring Notes as a fiduciary or agent for one or more investor accounts, represents that it has sole investment discretion with respect to each such account and it has full power to make the foregoing a...
#24">1. Introduction
- #24">(a) Programme: The Republic of Portugal (the "Issuer") has established a Euro Medium Term Note Programme (the "Programme") for the issuance of up to EUR 15,000,000,000 in aggregate principal amount of notes (the "Notes").
- #24">(b) Final Terms: Notes issued under the Programme are issued in series (each a "Series") and each Series may comprise one or more tranches (each a "Tranche") of Notes. Each Tranche is the subject of a final terms (the "Final Terms") which supplements ...
- #24">(c) Agency Agreement: The Notes are the subject of an amended and restated issue and paying agency agreement dated 29 September 2017 (the "Agency Agreement") between the Issuer, Société Générale Bank and Trust as fiscal agent (the "Fiscal Agent", whic...
- #24">(d) The Notes: The Notes may be issued in: (i) bearer form ("Bearer Notes") (forma titulada, ao portador), (ii) registered form ("Registered Notes") (forma titulada, nominativas), or (iii) dematerialised book-entry (forma escritural) registered (nomin...
- #24">(e) The Interbolsa Notes have the benefit of a set of agency procedures (the "Interbolsa Notes Set of Agency Procedures") dated 30 December 2013 and made by the IGCP, on behalf of the Issuer, and as paying agent for the Interbolsa Notes (the "Portugue...
- #25">(f) Summaries: Certain provisions of these Conditions are summaries of the Agency Agreement and the Interbolsa Notes Set of Agency Procedures and are subject to their detailed provisions. Noteholders and the holders of the related interest coupons, if...
#25">2. Interpretation
- #25">(a) Definitions: In these Conditions the following expressions have the following meanings:
  - #31">(i) if the currency of any payment made in respect of the Notes is euro, any day which is:
    - #31">(A) a day on which banks in the relevant place of presentation are open for presentation and payment of bearer debt securities and for dealings in foreign currencies; and
    - #31">(B) in the case of payment by transfer to an account, a TARGET Settlement Day and a day on which dealings in foreign currencies may be carried on in each (if any) Additional Financial Centre; or
  - #31">(ii) if the currency of any payment made in respect of the Notes is not euro, any day which is:
    - #31">(A) a day on which banks in the relevant place of presentation are open for presentation and payment of bearer debt securities and for dealings in foreign currencies;
    - #31">(B) in the case of payment by transfer to an account, a day on which dealings in foreign currencies (including, in the case of Renminbi Notes, settlement of Renminbi payments) may be carried on in the Principal Financial Centre of the currency of paym...
- #34">(b) Interpretation: In these Conditions:
  - #34">(i) if the Notes are Zero Coupon Notes, references to Coupons and Couponholders are not applicable;
  - #34">(ii) if Talons are specified in the relevant Final Terms as being attached to the Notes at the time of issue, references to Coupons shall be deemed to include references to Talons;
  - #34">(iii) if Talons are not specified in the relevant Final Terms as being attached to the Notes at the time of issue, references to Talons are not applicable;
  - #34">(iv) any reference to principal shall be deemed to include the Redemption Amount, any additional amounts in respect of principal which may be payable under Condition 13 (Taxation), any premium payable in respect of a Note and any other amount in the n...
  - #34">(v) any reference to interest shall be deemed to include any additional amounts in respect of interest which may be payable under Condition 13 (Taxation) and any other amount in the nature of interest payable pursuant to these Conditions;
  - #34">(vi) references to Notes being "outstanding" shall be construed in accordance with the Agency Agreement save that, with respect to the determination of the principal amount of outstanding Notes for the purposes of voting at or forming a quorum at a me...
  - #34">(vii) if an expression is stated in Condition 2(a) to have the meaning given in the relevant Final Terms, but the relevant Final Terms gives no such meaning or specifies that such expression is "not applicable" then such expression is not applicable t...
  - #34">(viii) any reference to the Agency Agreement shall be construed as a reference to the Agency Agreement as amended and/or supplemented up to and including the Issue Date of the Notes.
#34">3. Form, Denomination and Title
- #34">(a) The Bearer Notes are in the Specified Denomination(s) with Coupons and, if specified in the relevant Final Terms, Talons attached at the time of issue.
- #34">(b) In the case of a Series of Notes with more than one Specified Denomination, Bearer Notes of one Specified Denomination will not be exchangeable for Bearer Notes of another Specified Denomination.
- #34">(c) Title to the Bearer Notes and the Coupons will pass by delivery. The holder of any Bearer Note or Coupon shall (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of ...
- #35">(d) Registered Notes are issued in the Specified Denominations and may be held in holdings equal to the Specified Denomination (specified in the relevant Final Terms). The Holder of any Registered Note shall (except as otherwise required by law) be tr...
- #35">(e) Interbolsa Notes are issued in the Specified Denomination(s) and may be held in holdings equal to the Specified Denomination(s).
- #35">(f) Title to the Interbolsa Notes will be evidenced by book-entries in accordance with the Portuguese Securities Code and the regulations issued by the CMVM, by Interbolsa or otherwise applicable thereto. Each person shown in the book-entry records of...
- #35">(g) The Interbolsa Notes will be registered in the relevant control issue account (conta de controlo da emissão) of the Issuer with Interbolsa and will be held in control accounts held by each Affiliate Member of Interbolsa (contas de controlo das con...
- #35">(h) The person or entity registered in the relevant individual securities accounts of an Affiliate Member of Interbolsa book-entry registry of the CVM (the "Book-Entry Registry" and each such entry therein a "Book Entry") as the holder of any Interbol...
- #35">(i) One or more certificates in relation to Interbolsa Notes (each a "Certificate") will be delivered by the Affiliate Member of Interbolsa through which the Interbolsa Notes are held in individual securities accounts in respect of a registered holdin...
- #35">(j) The Issuer and the Paying Agents may (to the fullest extent permitted by applicable law) deem and treat the person or entity registered in the Book-Entry Registry as the holder of any Interbolsa Note and the absolute owner for all purposes, except...
- #35">(k) No Noteholder will be able to transfer Interbolsa Notes, or any interest therein, except in accordance with Portuguese law and regulations. Interbolsa Notes may only be transferred in accordance with the applicable procedures established by the Po...
- #35">(l) For the avoidance of doubt and for the purposes of the Portuguese Securities Code, Bearer Notes qualify as, and have the form of, bearer securities (valores mobiliários titulados ao portador), Registered Notes qualify as, and have the form of, reg...
#36">4. Register and Transfers of Registered Notes
- #36">(a) Register: The Registrar will maintain the Register in accordance with the provisions of the Agency Agreement. A Note Certificate will be issued to each Registered Holder in respect of its holding. Each Note Certificate will be numbered serially wi...
- #36">(b) Transfers: Subject to paragraphs (e) and (f) below, a Registered Note may be transferred upon surrender of the relevant Note Certificate, with the endorsed form of transfer duly completed, at the Specified Office of the Registrar or any Transfer A...
- #36">(c) Registration and delivery of Note Certificates: Within five business days of the surrender of a Note Certificate in accordance with paragraph (a) above, the Registrar will register the transfer in question and deliver a new Note Certificate of a l...
- #36">(d) No charge: The transfer of a Registered Note will be effected without charge by or on behalf of the Issuer, the Registrar or any Transfer Agent but against such indemnity as the Registrar or (as the case may be) such Transfer Agent may require in ...
- #36">(e) Closed periods: Registered Holders may not require transfers to be registered during the period of 15 days ending on the due date for any payment of principal or interest in respect of the Registered Notes.
- #36">(f) Regulations concerning transfers and registration: All transfers of Registered Notes and entries on the Register are subject to the detailed regulations concerning the transfer of Registered Notes scheduled to the Agency Agreement. The regulations...
#36">5. Status
#36">6. Negative Pledge
#37">7. Fixed Rate Note Provisions
- #37">(a) Application: This Condition 7 (Fixed Rate Note Provisions) is applicable to the Notes only if the Fixed Rate Note Provisions are specified in the relevant Final Terms as being applicable.
- #37">(b) Accrual of interest:
- #37">(c) Fixed Coupon Amount: The amount of interest payable in respect of each Note for any Interest Period shall be the relevant Fixed Coupon Amount and, if the Notes are in more than one Specified Denomination, shall be the relevant Fixed Coupon Amount ...
- #37">(d) Calculation of interest amount: The amount of interest payable in respect of each Note for any period for which a Fixed Coupon Amount is not specified shall be calculated by applying the Rate of Interest to the Calculation Amount, multiplying the ...
- #37">(e) Renminbi Notes: This condition 7(e) shall apply to Renminbi Notes which are Fixed Rate Notes only where the Final Terms for such Notes specify that the Interest Payment Dates are subject to adjustment. The relevant Fixed Coupon Amount for such Not...
#37">8. Floating Rate Note and Index-Linked Interest Note Provisions
- #37">(a) Application: This Condition 8 (Floating Rate Note and Index-Linked Interest Note Provisions) is applicable to the Notes only if the Floating Rate Note Provisions or the Index-Linked Interest Note Provisions are specified in the relevant Final Term...
- #37">(b) Accrual of interest: The Notes bear interest from the Interest Commencement Date at the Rate of Interest payable in arrear on each Interest Payment Date, subject as provided in Condition 12 (Payments). Each Note will cease to bear interest from th...
- #38">(c) Screen Rate Determination: If Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate(s) of Interest is/are to be determined, the Rate of Interest applicable to the Notes for each Interest Period will be ...
  - #38">(i) if the Reference Rate is a composite quotation or customarily supplied by one entity, the Calculation Agent will determine the Reference Rate which appears on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination ...
  - #38">(ii) in any other case, the Calculation Agent will determine the arithmetic mean of the Reference Rates which appear on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination Date;
  - #38">(iii) if, in the case of (i) above, such rate does not appear on that page or, in the case of (ii) above, fewer than two such rates appear on that page or if, in either case, the Relevant Screen Page is unavailable, the Calculation Agent will:
    - #38">(A) request the principal Relevant Financial Centre office of each of the Reference Banks to provide a quotation of the Reference Rate at approximately the Relevant Time on the Interest Determination Date to prime banks in the Relevant Financial Centr...
    - #38">(B) determine the arithmetic mean of such quotations; and
  - #38">(iv) if fewer than two such quotations are provided as requested, the Calculation Agent will determine the arithmetic mean of the rates (being the nearest to the Reference Rate, as determined by the Calculation Agent) quoted by major banks in the Prin...
- #38">(d) ISDA Determination: If ISDA Determination is specified in the relevant Final Terms as the manner in which the Rate(s) of Interest is/are to be determined, the Rate of Interest applicable to the Notes for each Interest Period will be the sum of the...
  - #38">(i) the Floating Rate Option (as defined in the ISDA Definitions) is as specified in the relevant Final Terms;
  - #39">(ii) the Designated Maturity (as defined in the ISDA Definitions) is a period specified in the relevant Final Terms; and
  - #39">(iii) the relevant Reset Date (as defined in the ISDA Definitions) is either (A) if the relevant Floating Rate Option is based on the London inter-bank offered rate (LIBOR) for a currency, the first day of that Interest Period or (B) in any other case...
- #39">(e) Index-Linked Interest: If the Index-Linked Interest Note Provisions are specified in the relevant Final Terms as being applicable, the Rate(s) of Interest applicable to the Notes for each Interest Period will be determined in the manner specified ...
- #39">(f) Maximum or Minimum Rate of Interest: If any Maximum Rate of Interest or Minimum Rate of Interest is specified in the relevant Final Terms, then the Rate of Interest shall in no event be greater than the maximum or be less than the minimum so speci...
- #39">(g) Calculation of Interest Amount: The Calculation Agent will, as soon as practicable after the time at which the Rate of Interest is to be determined in relation to each Interest Period, calculate the Interest Amount payable in respect of each Note ...
- #39">(h) Calculation of other amounts: If the relevant Final Terms specifies that any other amount is to be calculated by the Calculation Agent, the Calculation Agent will, as soon as practicable after the time or times at which any such amount is to be de...
- #39">(i) Publication: The Calculation Agent will cause each Rate of Interest and Interest Amount determined by it, together with the relevant Interest Payment Date, and any other amount(s) required to be determined by it together with any relevant payment ...
- #39">(j) Notifications etc: All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition by the Calculation Agent will (in the absence of manifest er...
#40">9. Zero Coupon Note Provisions
- #40">(a) Application: This Condition 9 (Zero Coupon Note Provisions) is applicable to the Notes only if the Zero Coupon Note Provisions are specified in the relevant Final Terms as being applicable.
- #40">(b) Late payment on Zero Coupon Notes: If the Redemption Amount payable in respect of any Zero Coupon Note is improperly withheld or refused, the Redemption Amount shall thereafter be an amount equal to the sum of:
  - #40">(i) the Reference Price; and
  - #40">(ii) the product of the Accrual Yield (compounded annually) being applied to the Reference Price on the basis of the relevant Day Count Fraction from (and including) the Issue Date to (but excluding) whichever is the earlier of (i) the day on which al...
#40">10. Dual Currency Note Provisions
- #40">(a) Application: This Condition 10 (Dual Currency Note Provisions) is applicable to the Notes only if the Dual Currency Note Provisions are specified in the relevant Final Terms as being applicable.
- #40">(b) Rate of Interest: If the rate or amount of interest falls to be determined by reference to an exchange rate, the rate or amount of interest payable shall be determined in the manner specified in the relevant Final Terms.
#40">11. Redemption and Purchase
- #40">(a) Scheduled redemption: Unless previously redeemed, or purchased and cancelled, the Notes will be redeemed at their Final Redemption Amount on the Maturity Date, subject as provided in Condition 12 (Payments).
- #40">(b) Redemption at the option of the Issuer: If the Call Option is specified in the relevant Final Terms as being applicable, the Notes may be redeemed at the option of the Issuer in whole or, if so specified in the relevant Final Terms, in part on any...
- #40">(c) Partial redemption of Notes: If the Notes are to be redeemed in part only on any date in accordance with Condition 11(b) (Redemption at the option of the Issuer), the Notes to be redeemed shall be selected by the drawing of lots in such place as t...
- #40">(d) Partial Redemption of Registered Notes: If Registered Notes are to be redeemed in part only on any date in accordance with Condition 11(b) (Redemption at the option of the Issuer), each Registered Note shall be redeemed in part in the proportion w...
- #41">(e) Redemption at the option of Noteholders: If the Put Option is specified in the relevant Final Terms as being applicable, the Issuer shall, at the option of the holder of any Note redeem such Note on the Optional Redemption Date (Put) specified in ...
- #41">(f) No other redemption: The Issuer shall not be entitled to redeem the Notes otherwise than as provided in paragraphs (a) to (e) above.
- #41">(g) Early redemption of Zero Coupon Notes: Unless otherwise specified in the relevant Final Terms, the Redemption Amount payable on redemption of a Zero Coupon Note at any time before the Maturity Date shall be an amount equal to the sum of:
  - #41">(i) the Reference Price; and
  - #41">(ii) the product of the Accrual Yield (compounded annually) being applied to the Reference Price from (and including) the Issue Date to (but excluding) the date fixed for redemption or (as the case may be) the date upon which the Note becomes due and ...
- #41">(h) Purchase: The Issuer may at any time purchase Notes in the open market or otherwise and at any price, provided that all unmatured Coupons are purchased therewith.
- #41">(i) Cancellation: All Notes so redeemed or purchased by the Issuer and any unmatured Coupons attached to or surrendered with them shall be cancelled and may not be reissued or resold. All Interbolsa Notes which are redeemed or purchased by or on behal...
#42">12. Payments
- #42">(a) Principal: Payments of principal shall be made only against presentation and (provided that payment is made in full) surrender of Bearer Notes at the Specified Office of any Paying Agent outside the United States by cheque drawn in the currency in...
- #42">(b) Interest: Payments of interest shall, subject to paragraph (h) below, be made only against presentation and (provided that payment is made in full) surrender of the appropriate Coupons at the Specified Office of any Paying Agent outside the United...
- #42">(c) Payments in New York City: Payments of principal or interest may be made at the Specified Office of a Paying Agent in New York City if (i) the Issuer has appointed Paying Agents outside the United States with the reasonable expectation that such P...
- #42">(d) Payments subject to fiscal laws: All payments in respect of the Bearer Notes are subject in all cases to any applicable fiscal or other laws and regulations in the place of payment, but without prejudice to the provisions of Condition 13 (Taxation...
- #42">(e) Deductions for unmatured Coupons: If the relevant Final Terms specifies that the Fixed Rate Note Provisions are applicable and a Bearer Note is presented without all unmatured Coupons relating thereto:
  - #42">(i) if the aggregate amount of the missing Coupons is less than or equal to the amount of principal due for payment, a sum equal to the aggregate amount of the missing Coupons will be deducted from the amount of principal due for payment; provided, ho...
  - #42">(ii) if the aggregate amount of the missing Coupons is greater than the amount of principal due for payment:
    - #42">(A) so many of such missing Coupons shall become void (in inverse order of maturity) as will result in the aggregate amount of the remainder of such missing Coupons (the "Relevant Coupons") being equal to the amount of principal due for payment; provi...
    - #42">(B) a sum equal to the aggregate amount of the Relevant Coupons (or, if less, the amount of principal due for payment) will be deducted from the amount of principal due for payment; provided, however, that, if the gross amount available for payment is...
- #43">(f) Unmatured Coupons void: If the relevant Final Terms specifies that this Condition 11(f) is applicable or that the Floating Rate Note Provisions or the Index-Linked Interest Note Provisions are applicable, on the due date for final redemption of an...
- #43">(g) Payments on business days: If the due date for payment of any amount in respect of any Note or Coupon is not a Payment Business Day in the place of presentation, the holder shall not be entitled to payment in such place of the amount due until the...
- #43">(h) Payments other than in respect of matured Coupons: Payments of interest other than in respect of matured Coupons shall be made only against presentation of the relevant Notes at the Specified Office of any Paying Agent outside the United States (o...
- #43">(i) Partial payments: If a Paying Agent makes a partial payment in respect of any Note or Coupon presented to it for payment, such Paying Agent will endorse thereon a statement indicating the amount and date of such payment.
- #43">(j) Exchange of Talons: On or after the maturity date of the final Coupon which is (or was at the time of issue) part of a Coupon Sheet relating to the Bearer Notes, the Talon forming part of such Coupon Sheet may be exchanged at the Specified Office ...
- #43">(k) Payment of U.S. Dollar Equivalent: Notwithstanding the foregoing, if by reason of Inconvertibility, Non-transferability or Illiquidity, the Issuer is not able to satisfy payments of principal or interest (in whole or in part) in respect of the Ren...
- #44">(l) Principal: Payments of principal shall be made by cheque drawn in the currency in which the payment is due on or, upon application by a Registered Holder to the Specified Office of the Fiscal Agent or any Paying Agent not later than the fifteenth ...
- #44">(m) Interest: Payments of interest shall be made by cheque drawn in the currency in which the payment is due on or, upon application by a Registered Holder to the Specified Office of the Fiscal Agent or any Paying Agent not later than the fifteenth da...
- #44">(n) Payments subject to fiscal laws: All payments in respect of the Registered Notes are subject in all cases to any applicable fiscal or other laws and regulations in the place of payment, but without prejudice to the provisions of Condition 13 (Taxa...
- #44">(o) Payments on business days: Where payment is to be made by transfer to an account, payment instructions (for value the due date, or, if the due date is not a Payment Business Day, for value the next succeeding Payment Business Day) will be initiate...
- #44">(p) Record date: Each payment in respect of a Registered Note will be made to the person shown as the Holder in the Register at the opening of business in the place of the Registrars Specified Office on the fifteenth day before the due date for such ...
- #44">(q) Payment of U.S. Dollar Equivalent: Notwithstanding the foregoing, if by reason of Inconvertibility, Non-transferability or Illiquidity, the Issuer is not able to satisfy payments of principal or interest (in whole or in part) in respect of the Ren...
- #44">All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 12(q) (Payment of U.S. Dollar Equivalent) by the Calculation Agen...
- #45">(r) Payments: Payments of principal and interest in respect of Interbolsa Notes may only be made in euro or in such other currencies accepted by Interbolsa for registration and clearing.
- #45">(s) Payments subject to fiscal laws: All payments in respect of Interbolsa Notes are subject in all cases to any applicable fiscal or other laws and regulations in the place of payment, but without prejudice to the provisions of Condition 13 (Taxation...
- #45">(t) Payments on Business Days: If the due date for payment of any amount in respect of any Interbolsa Notes is not a Payment Business Day in the place of presentation, the holder shall not be entitled to payment in such place of the amount due until t...
#45">13. Taxation
- #45">(i) held by or on behalf of a holder which is liable to such taxes, duties, assessments or governmental charges in respect of such Note or Coupon by reason of its having some connection with the jurisdiction by which such taxes, duties, assessments or...
- #46">(ii) where the relevant Note or Coupon or Note Certificate is presented or surrendered for payment more than 30 days after the Relevant Date except to the extent that the holder of such Note or Coupon would have been entitled to such additional amount...
- #46">(iii) in the case of Interbolsa Notes, as well as Notes integrated in an international clearing system operated by a managing entity established in a member state of the EU other than Portugal (e.g. Euroclear or Clearstream, Luxembourg) or in a Europe...
- #46">(iv) in the case of Interbolsa Notes, as well as Notes integrated in an international clearing system operated by a managing entity established in a member state of the EU other than Portugal (e.g. Euroclear or Clearstream, Luxembourg) or in a Europea...
- #46">(v) in the case of Interbolsa Notes, as well as Notes integrated in an international clearing system operated by a managing entity established in a member state of the EU other than Portugal (e.g. Euroclear or Clearstream, Luxembourg) or in a European...
#46">14. Events of Default
- #46">(a) Acceleration: If any of the following events shall have occurred and be continuing in respect of the Notes, the Holders of not less that 25 per cent. of the aggregate principal amount of the outstanding Notes may by written notice given to the Iss...
  - #46">(i) Non-payment: the Issuer fails to pay any amount of principal or interest in respect of the Notes within 30 days of the due date for payment thereof; or
  - #46">(ii) Breach of other obligations: the Issuer defaults in the performance or observance of any of its other obligations under or in respect of the Notes and such default (if capable of remedy) remains unremedied for 30 days after written notice thereof...
- #47">(b) Rescission of Declaration of Acceleration: If the Issuer receives notice in writing from Holders of at least 50 per cent. in aggregate principal amount of the outstanding Notes to the effect that the Event of Default or Events of Default giving ri...
#47">15. Prescription
#47">16. Replacement of Notes and Coupons
#47">17. Agents
- #47">(i) the Issuer shall at all times maintain a Fiscal Agent and a Registrar; and
- #47">(ii) if a Calculation Agent is specified in the relevant Final Terms, the Issuer shall at all times maintain a Calculation Agent; and
- #47">(iii) if and for so long as the Notes are admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system which requires the appointment of a Paying Agent in any particular place, the Issuer shall maint...
#48">18. Meetings of Noteholders; Modification and Waiver
- #48">(a) General
  - #48">(i) "Debt Securities" means the Notes and any other bills, bonds, debentures, notes or other debt securities issued by the Issuer in one or more series with an original stated maturity of more than one year, and includes any such obligation, irrespect...
  - #48">(ii) "Cross-Series Modification" means a modification involving (i) the Notes or any agreement governing the issuance or administration of the Notes, and (ii) the Debt Securities of one or more other series or any agreement governing the issuance or a...
  - #48">(iii) "outstanding" in relation to any Note means a Note that is outstanding for the purposes of Condition 18(j) (Outstanding Notes; Notes Controlled by the Issuer), and in relation to the Debt Securities of any other series will be determined in acco...
  - #48">(iv) "modification" in relation to the Notes means any modification, amendment, supplement or waiver of the terms and conditions of the Notes or any agreement governing the issuance or administration of the Notes, and has the same meaning in relation ...
  - #48">(v) "Reserved Matter" in relation to the Notes means any modification of the terms and conditions of the Notes or of any agreement governing the issuance or administration of the Notes that would:
    - #48">(A) change the date on which any amount is payable on the Notes;
    - #48">(B) reduce any amount, including any overdue amount, payable on the Notes;
    - #48">(C) change the method used to calculate any amount payable on the Notes;
    - #48">(D) reduce the redemption price for the Notes or change any date on which the Notes may be redeemed;
    - #48">(E) change the currency or place of payment of any amount payable on the Notes;
    - #48">(F) impose any condition on or otherwise modify the Issuer's obligation to make payments on the Notes;
    - #48">(G) change any payment-related circumstance under which the Notes may be declared due and payable prior to their stated maturity;
    - #48">(H) change the seniority or ranking of the Notes;
    - #49">(I) change the law governing the Notes;
    - #49">(J) change any court to whose jurisdiction the Issuer has submitted or any immunity waived by the Issuer in relation to any Proceedings (as defined below);
    - #49">(K) change the principal amount of outstanding Notes or, in the case of a Cross-Series Modification, the principal amount of Debt Securities of any other series required to approve a proposed modification in relation to the Notes, the principal amount...
    - #49">(L) change the definition of a Reserved Matter.
  - #49">(vi) "series" means a tranche of Debt Securities, together with any further tranche or tranches of Debt Securities that in relation to each other and to the original tranche of Debt Securities are (i) identical in all respects except for their date of...
  - #49">(vii) for the purposes of this Condition 18 only, "holder" in relation to a Note means the person in whose name the Note is registered on the books and records of the Issuer, or the bearer of the Note, or the person the Issuer is entitled to treat as ...
- #49">(b) Convening Meetings of Noteholders
  - #49">(i) may be convened by the Issuer at any time; and
  - #49">(ii) will be convened by the Issuer if an Event of Default in relation to the Notes has occurred and is continuing and a meeting is requested in writing by the holders of not less than 10 per cent. of the aggregate principal amount of the Notes then o...
- #49">(c) Quorum
  - #49">(i) The quorum at any meeting at which Noteholders will vote on a proposed modification to, or a proposed modification of:
    - #49">
    - #49">(B) a matter other than a Reserved Matter will be one or more persons present and holding not less than 50 per cent. of the aggregate principal amount of the Notes then outstanding.
  - #49">(ii) The quorum for any adjourned meeting will be one or more persons present and holding:
    - #49">
    - #49">(B) not less than 25 per cent. of the aggregate principal amount of the Notes then outstanding in the case of a non-Reserved Matter modification.
- #50">(d) Non-Reserved Matters
  - #50">(i) the affirmative vote of holders of more than 50 per cent. of the aggregate principal amount of the outstanding Notes represented at a duly called meeting of Noteholders; or
  - #50">(ii) a written resolution signed by or on behalf of holders of more than 50 per cent. of the aggregate principal amount of the outstanding Notes.
- #50">(e) Reserved Matters
  - #50">(i) the affirmative vote of holders of not less than 75 per cent. of the aggregate principal amount of the outstanding Notes represented at a duly called meeting of Noteholders; or
  - #50">
- #50">(f) Cross - Series Modifications
  - #50">(i) the affirmative vote of not less than 75 per cent. of the aggregate principal amount of the outstanding Debt Securities represented at separate duly called meetings of the holders of the Debt Securities of all the series (taken in the aggregate) t...
  - #50">
- #50">(g) Written Resolutions
- #50">(h) Binding Effect
- #51">(i) Manifest Error, Technical Amendments, etc.
  - #51">(i) to correct a manifest error or cure an ambiguity; or
  - #51">(ii) if the modification is of a formal, minor or technical nature or for the benefit of the Noteholders.
- #51">(j) Outstanding Notes; Notes Controlled by the Issuer
  - #51">(i) the Note has previously been cancelled or delivered for cancellation or held for reissuance but not reissued;
  - #51">(ii) the Note has previously been called for redemption in accordance with its terms or previously become due and payable at maturity or otherwise and the Issuer has previously satisfied its obligation to make all payments due in respect of the Note i...
  - #51">(iii) the Note is held by the Issuer, by a department, ministry or agency of the Issuer, or by a corporation, trust or other legal entity that is controlled by the Issuer or a department, ministry or agency of the Issuer and, in the case of a Note hel...
    - #51">(A) the holder of a Note for these purposes is the entity legally entitled to vote the Note for or against a proposed modification or, if different, the entity whose consent or instruction is by contract required, directly or indirectly, for the legal...
    - #51">(B) a corporation, trust or other legal entity is controlled by the Issuer or by a department, ministry or agency of the Issuer if the Issuer or any department, ministry or agency of the Issuer has the power, directly or indirectly, through the owners...
    - #51">(C) the holder of a Note has autonomy of decision if, under applicable law, rules or regulations and independent of any direct or indirect obligation the Noteholder may have in relation to the Issuer: (x) the holder may not, directly or indirectly, ta...
#52">19. Further Issues
#52">20. Notices
#52">21. Currency Indemnity
#53">22. Provision of Information
#53">23. Rounding
#53">24. Governing Law and Jurisdiction
- #53">(a) Governing law: The Notes and all non-contractual obligations arising out of or in connection with the Notes (other than Interbolsa Notes) are governed by English law. The Interbolsa Notes and all non-contractual obligations arising out of or in co...
- #53">(b) Jurisdiction: The courts of England have exclusive jurisdiction to settle any dispute (a "Dispute") arising from or in connection with the Notes (other than Interbolsa Notes) (including a dispute relating to the existence, validity or termination ...
- #53">(c) Appropriate forum: The Issuer agrees that the courts of England are the most appropriate and convenient courts to settle any Dispute arising from or connected with the Notes (other than Interbolsa Notes) and, accordingly, that it will not argue to...
- #53">(d) Rights of the Noteholders to take proceedings: Condition 24(b) (Jurisdiction) is for the benefit of the Noteholders only. As a result, nothing in this Condition 24 (Governing law and jurisdiction) prevents any Noteholder from taking proceedings re...
- #53">(e) Service of process: The Issuer agrees that the documents which start any Proceedings and any other documents required to be served in relation to those Proceedings (other than Proceedings in respect of Interbolsa Notes) may be served on it by bein...
- #54">(f) Consent to enforcement etc.: The Issuer consents generally in respect of any Proceedings to the giving of any relief or the issue of any process in connection with such Proceedings including (without limitation) the making, enforcement or executio...
- #54">(g) Waiver of immunity: To the extent that the Issuer may in any jurisdiction claim for itself or its assets or revenues immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process and t...
#55">[Include whichever of the following apply or specify as "Not Applicable" (N/A). Note that the numbering should remain as set out below, even if "Not Applicable" is indicated for individual paragraphs or sub-paragraphs. Italics denote guidance for com...
#67">Whenever any interest in a Temporary Global Note is to be exchanged for an interest in a Permanent Global Note, the issuer shall procure:
- #67">(a) in the case of first exchange, the prompt delivery (free of charge to the bearer) of such Permanent Global Note, duly authenticated and, in the case of an NGN, effectuated, to the bearer of the Temporary Global Note; or
- #67">(b) in the case of any subsequent exchange, an increase in the principal amount of such Permanent Global Note in accordance with its terms.
#68">If:
- #68">(a) a Permanent Global Note has not been delivered or the principal amount thereof increased by 5.00 p.m. (London time) on the seventh day after the bearer of a Temporary Global Note has requested exchange of an interest in the Temporary Global Note f...
- #68">(b) Definitive Notes have not been delivered by 5.00 p.m. (London time) on the thirtieth day after the bearer of a Temporary Global Note has requested exchange of the Temporary Global Note for Definitive Notes; or
- #68">(c) a Temporary Global Note (or any part thereof) has become due and payable in accordance with the Terms and Conditions of the Notes or the date for final redemption of a Temporary Global Note has occurred and, in either case, payment in full of the ...
#68">If:
- #68">(a) Definitive Notes have not been delivered by 5.00 p.m. (London time) on the thirtieth day after the bearer of a Permanent Global Note has duly requested exchange of the Permanent Global Note for Definitive Notes; or
- #68">(b) a Permanent Global Note (or any part of it) has become due and payable in accordance with the Terms and Conditions of the Notes or the date for final redemption of the Notes has occurred and, in either case, payment in full of the amount of princi...
#71">Investments in Interbolsa Notes will be subject to interbolsa procedures and Portuguese law in respect of the following:
- #71">(a) Form and Transfer of Interbolsa Notes
- #71">(b) Payments on Interbolsa Notes
- #71">(c) Notice to the Noteholders
- #71">(d) Portuguese Tax Rules
  - #79">(a) Pursuant to the requirements set forth in the tax regime, if the Notes are registered in an account held by an international clearing system operated by a managing entity, such managing entity shall transmit, on the Record Date (as defined in "Sum...
    - #79">(1) Entities with residence, headquarters, effective management or permanent establishment in the Portuguese territory to which the income would be attributable and which are non-exempt and subject to withholding;
    - #80">(2) Entities which have residence, headquarters, effective management or permanent establishment in a country, territory or region with a more favourable tax regime and which is a tax haven jurisdiction (countries and territories listed in Ministerial...
    - #80">(3) Entities with residence, headquarters, effective management or permanent establishment in the Portuguese territory to which the income would be attributable, and which are exempt or not subject to withholding;
    - #80">(4) Other entities which do not have residence, headquarters, effective management or permanent establishment in either the Portuguese territory to which the income would be attributable or any country, territory or region specified in paragraph (2) a...
  - #80">(b) The following information with respect to the beneficial owners of Notes that fall within the categories mentioned in paragraphs (a)(1), (a)(2) and (a)(3) above, must be transmitted to the Fiscal Agent (also acting in its capacity as a Paying Agen...
    - #80">(1) Name and address;
    - #80">(2) Tax identification number (if applicable);
    - #80">(3) Identification and quantity of the securities held; and
    - #80">(4) Amount of income generated by the securities.
  - #80">(c) In order to ensure that payment of interest is received gross and not subject to Portuguese income tax, the following information with respect to the beneficial owners of Notes that fall within the category mentioned in paragraph (a)(4), must be t...
    - #80">(1) Name and address;
    - #80">(2) Identification and quantity of the securities held; and
    - #80">(3) Amount of income generated by the securities.
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#90">Each Dealer has represented, warranted and agreed that:
- #90">(a) No deposit-taking: in relation to any Notes having a maturity of less than one year:
  - #90">(i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business; and:
  - #90">(ii) it has not offered or sold and will not offer or sell any Notes other than to persons:
    - #90">(A) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or
    - #90">(B) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses,
- #90">(b) Financial promotion: it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received ...
- #90">(c) General compliance: it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.
#91">Each Dealer has represented, warranted and agreed and each further Dealer appointed under the Programme will be required to represent, warrant and agree that:
- #91">(i) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes (except for Notes which are a "structured product" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the "SFO")) othe...
- #91">(ii) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes, whic...
#92">Where Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
- #92">(i) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited in...
- #92">(ii) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,
  - #92">(a) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in section 275(1A) or section 276(4)(i)(B) of the SFA;
  - #92">(b) where no consideration is or will be given for the transfer;
  - #92">(c) where the transfer is by operation of law;
  - #92">(d) as specified in Section 276(7) of the SFA; or
  - #92">(e) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.
#93">Copies of the following documents may be inspected during normal business hours at the offices of IGCP and the Fiscal Agent for 12 months from the date of this Simplified Base Prospectus:
- #93">(a) the Agency Agreement;
- #93">(b) the Deed of Covenant;
- #93">(c) the Dealer Agreement;
- #93">(d) the Interbolsa Notes Set of Agency Procedures;
- #93">(e) the Programme Manual;
- #93">(f) the Interbolsa Notes Procedures Memorandum; and
- #93">(g) the Issuer-ICSDs Agreement (which is entered into between the Issuer and Euroclear and/or Clearstream, Luxembourg with respect to the settlement in Euroclear and/or Clearstream, Luxembourg of Notes in New Global Note form).
#94">INDEX OF DEFINED TERMS