Obligation Santander Consumer Credit 3.25% ( XS0862695110 ) en EUR

Santander Consumer Credit

100 % ▼

Espagne

XS0862695110 ( en EUR )

3.25% par an ( paiement annuel )

20/06/2014 - Obligation échue

Prospectus brochure de l'obligation Santander Consumer Finance XS0862695110 en EUR 3.25%, échue

100 000 EUR

500 000 000 EUR

Santander Consumer Finance est une filiale du groupe bancaire Santander spécialisée dans le financement à la consommation, proposant des crédits à la consommation, des prêts automobiles et des solutions de financement pour l'achat de biens durables.

L'Obligation émise par Santander Consumer Credit ( Espagne ) , en EUR, avec le code ISIN XS0862695110, paye un coupon de 3.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 20/06/2014

BASE PROSPECTUS

SANTANDER CONSUMER FINANCE, S.A.
(Incorporated with limited liability in the Kingdom of Spain)
5,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME
_________________________________
This base prospectus (this "Base Prospectus") has been approved by the Luxembourg Commission de Surveillance du Secteur
Financier (the "CSSF"), which is the Luxembourg competent authority for the purpose of Directive 2003/71/EC (the
"Prospectus Directive") and relevant implementing measures in Luxembourg, as a base prospectus in accordance with Article
5.4 of the Prospectus Directive and relevant implementing measures in Luxembourg for the purpose of giving information with
regard to the issue of notes ("Notes") issued under the Euro Medium Term Note Programme (the "Programme") described in
this Base Prospectus during the period of twelve months after the date hereof. The CSSF assumes no responsibility as to the
economic and financial soundness of the transactions and the quality or solvency of Santander Consumer Finance, S.A. (the
"Issuer"). Applications have been made to the Luxembourg Stock Exchange to admit Notes issued under the Programme 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 (Bourse de Luxembourg) which is a regulated market for the purposes of Directive 2004/39/EC.
This Base Prospectus and any information incorporated by reference herein will be published on the website of the Luxembourg
Stock Exchange (www.bourse.lu). 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.
There are certain risks related to any issue of Notes under the Programme, which investors should ensure they fully understand
(see "Risk Factors" on pages 14 to 33 of this Base Prospectus). Potential purchasers should note the statements on pages 178 to
188 regarding the tax treatment in Spain of income obtained in respect of the Notes and the disclosure requirements imposed by
Law 13/1985 of 25 May 1985 ("Law 13/1985"), as amended, on the Issuer relating to the Notes. In particular, payments on the
Notes may be subject to Spanish withholding tax if certain information regarding the Notes is not received by the Issuer in a
timely manner.
Tranches of Instruments issued under the Programme may be rated or unrated. If a Tranche of Instruments is rated, the
applicable rating(s) will be specified in the relevant Final Terms. Whether or not each credit rating applied for in relation to a
relevant Tranche of Notes will be (1) issued by a credit rating agency established in the European Union and registered under
Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, as
amended (the "CRA Regulation"), or (2) issued by a credit rating agency which is not established in the European Union nor
registered under the CRA Regulation, or (3) issued by a credit rating agency which is not established in the European Union but
will be endorsed by a CRA which is established in the European Union and registered under the CRA Regulation, or (4) issued
by a credit rating agency which is not established in the European Union but which is certified in accordance with the CRA
Regulation, will be disclosed in the relevant Final Terms. In general, European regulated investors are restricted from using a
rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and
registered under the CRA Regulation unless (1) the rating is provided by a credit rating agency operating in the European Union
before 7 June 2010 which has submitted an application for registration in accordance with the CRA Regulation and such
registration has not been refused, or (2) the rating is provided by a credit rating agency not established in the European Union but
is endorsed by a credit rating agency established in the European Union and registered under the CRA Regulation or (3) the
rating is provided by a credit rating agency not established in the European Union which is certified in accordance with the CRA
Regulation. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction
or withdrawal at any time by the assigning rating agency.
Each of Moody's Investors Service España, S.A. ("Moody's"), Fitch Ratings Limited ("Fitch") and Standard & Poor's Credit
Market Services Europe Limited ("S&P") has rated the Issuer, see pages 23 to 24. Each of S&P, Moody's and Fitch is
established in the European Union and is registered under the CRA Regulation.
Arranger
Morgan Stanley
Dealers
Barclays
BNP PARIBAS
BofA Merrill Lynch
Citigroup
Commerzbank
Credit Suisse
Danske Bank
Deutsche Bank
Goldman Sachs International
HSBC
J.P. Morgan
Morgan Stanley
Nomura
Santander Global Banking & Markets
SEB
Société Générale Corporate & Investment Banking
The Royal Bank of Scotland
UBS Investment Bank
The date of this Base Prospectus is 22 June 2012

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TABLE OF CONTENTS
IMPORTANT NOTICES .................................................................................. 3
GENERAL DESCRIPTION OF THE PROGRAMME .............................................. 7
SUMMARY .................................................................................................. 8
RISK FACTORS ........................................................................................... 14
INFORMATION INCORPORATED BY REFERENCE ........................................... 34
FINAL TERMS AND DRAWDOWN PROSPECTUSES .......................................... 36
FORMS OF THE NOTES ................................................................................ 37
USE OF PROCEEDS ..................................................................................... 41
TERMS AND CONDITIONS OF THE NOTES ..................................................... 42
FORM OF FINAL TERMS ............................................................................ 126
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM
.................................................................................................... 149
DESCRIPTION OF THE ISSUER .................................................................... 153
TAXATION ............................................................................................... 178
SUBSCRIPTION AND SALE ......................................................................... 189
GENERAL INFORMATION .......................................................................... 193

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IMPORTANT NOTICES
Santander Consumer Finance, S.A. (the "Issuer") accepts responsibility for the information
contained in this Base Prospectus and declares that, having taken all reasonable care to ensure
that such is the case, the information contained in this 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 final terms (the "Final Terms") or in a separate
prospectus specific to such Tranche (the "Drawdown Prospectus") as described under "Final
Terms and Drawdown Prospectuses" below. In the case of a Tranche of Notes which is the
subject of a Drawdown Prospectus, each reference in this Base Prospectus to information
being specified or identified in the relevant Final Terms shall be read and construed as a
reference to such information being specified or identified in the relevant Drawdown
Prospectus unless the context requires otherwise. This Base Prospectus must be read and
construed together with any 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 Dealers named under "Subscription and Sale" below that this
Base Prospectus contains all information which is (in the context of the Programme and 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 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
and 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
regarding the Issuer and the companies whose accounts are consolidated with those of the
Issuer (together, the "Consumer Group") or the Notes not contained in or consistent with this
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.
Neither the Dealers nor any of their respective affiliates have authorised the whole or any part
of this 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 Base
Prospectus or any supplement hereto, or any Final Terms or any document incorporated
herein by reference. Neither the delivery of this Base Prospectus or any Final Terms or
Drawdown Prospectus, as the case may be, nor the offering, sale or delivery of any Note
shall, in any circumstances, create any implication that the information contained in this Base

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Prospectus is true subsequent to the date hereof or the date upon which this Base Prospectus
has been most recently amended or supplemented or that there has been no adverse change, 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 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 Base Prospectus and any Final Terms or Drawdown Prospectus, as the
case may be, and the offering, sale and delivery of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Base Prospectus or any Final Terms or
Drawdown Prospectus, as the case may be, 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 Base
Prospectus or any Final Terms or Drawdown Prospectus, as the case may be, and other
offering material relating to the Notes, see "Subscription and Sale". In particular, Notes have
not been and will not be registered under the United States Securities Act of 1933 (as
amended) (the "Securities Act") and are subject to U.S. tax law requirements. Subject to
certain exceptions, Notes may not be offered, sold or delivered within the United States or to
U.S. persons.
Neither this Base Prospectus nor any Final Terms or Drawdown Prospectus, as the case may
be, constitutes an offer or an invitation to subscribe for or purchase any Notes and should not
be considered as a recommendation by the Issuer or any Dealer that any recipient of this Base
Prospectus or any Final Terms or Drawdown Prospectus, as the case may be, should
subscribe for or purchase any Notes. Each recipient of this Base Prospectus or any Final
Terms or Drawdown Prospectus, as the case may be, 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 5,000,000,000 (and for this purpose, any Notes denominated in
another currency shall be translated into euro at the date of the agreement to issue such Notes
(calculated in accordance 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".
Certain figures included in this 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.
This Base Prospectus has been prepared on the basis that, except to the extent
sub-paragraph (ii) below may apply, any offer of Notes in any Member State of the European
Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a
"Relevant Member State") will be made pursuant to an exemption under the Prospectus

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Directive, as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of Notes. Accordingly any person making or intending to make an offer
in that Relevant Member State of Notes which are the subject of an offering contemplated in
this Base Prospectus as completed by Final Terms or a Drawdown Prospectus in relation to
the offer of those Notes may only do so (i) in circumstances in which no obligation arises for
the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus
Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in
each case, in relation to such offer, or (ii) if a prospectus for such offer has been approved by
the competent authority in that Relevant Member State or, where appropriate, approved in
another Relevant Member State and notified to the competent authority in that Relevant
Member State and (in either case) published, all in accordance with the Prospectus Directive,
provided that any such prospectus has subsequently been completed by Final Terms or is a
Drawdown Prospectus which specifies that offers may be made other than pursuant to
Article 3(2) of the Prospectus Directive in that Relevant Member State and such offer is made
in the period beginning and ending on the dates specified for such purpose in such prospectus
or final terms or drawdown prospectus, as applicable. Except to the extent sub-paragraph (ii)
above may apply, neither the Issuer nor any Dealer have authorised, nor do they authorise,
the making of any offer of Notes in circumstances in which an obligation arises for the Issuer
or any Dealer to publish or supplement a prospectus for such offer. The expression
"Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the
2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and
includes any relevant implementing measure in the Relevant Member State and the expression
"2010 PD Amending Directive" means Directive 2010/73/EU.
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, there is no assurance that the Stabilising Manager(s)
(or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action.
Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if
begun, may be ended at any time, but it must end no later than the earlier of 30 days
after the issue date of the 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.
Certain of the Dealers and their affiliates have engaged, and may in the future engage, in
investment banking and/or commercial banking transactions with, and may perform services
for the Issuer and its affiliates in the ordinary course of business. In addition, in the ordinary
course of their business activities, certain of the Dealers and their affiliates may make or hold
a broad array of investments and actively trade debt and equity securities (or related derivative
securities) and financial instruments (including bank loans) for their own account and for the
accounts of their customers. Such investments and securities activities may involve securities

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and/or instruments of the Issuer or their affiliates. Certain of the Dealers or their affiliates
which have a lending relationship with the Issuer routinely hedge their credit exposure to the
Issuer consistent with their customary risk management policies. Typically, such Dealers and
their affiliates would hedge such exposure by entering into transactions which consist of either
the purchase of credit default swaps or the creation of short positions in securities, including
potentially the Notes issued under the Programme. Any such short positions could adversely
affect future trading prices of Notes issued under the Programme. Certain of the Dealers and
their affiliates may also make investment recommendations and/or publish or express
independent research views in respect of such securities or financial instruments and may
hold, or recommend to clients that they acquire, long and/or short positions in such securities
and instruments.
For the avoidance of doubt, uniform resource locators ("URLs") given in respect of web-site
addresses in the Base Prospectus are inactive textual references only and it is not intended to
incorporate the contents of any such web sites into this Base Prospectus nor should the
contents of such web sites be deemed to be incorporated into this Base Prospectus.
Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated, the applicable
rating(s) will be specified in the relevant Final Terms. Whether or not each credit rating
applied for in relation to a relevant Tranche of Notes will be issued by a credit rating agency
established in the European Union and registered under Regulation (EC) No 1060/2009 of the
European Parliament and of the Council of 16 September 2009 on credit rating agencies (the
"CRA Regulation") will be disclosed in the relevant Final Terms. In general, European
regulated investors are restricted from using a rating for regulatory purposes if such rating is
not issued by a credit rating agency established in the European Union and registered under
the CRA Regulation unless the rating is provided by a credit rating agency operating in the
European Union before 7 June 2010 which has submitted an application for registration in
accordance with the CRA Regulation and such registration has not been refused. A rating is
not a recommendation to buy, sell or hold Notes and may be subject to suspension, change or
withdrawal at any time by the assigning rating agency.
All references in this Base Prospectus to "U.S. $" or to "U.S. Dollars" are to United States
dollars, references to "Sterling" are to pounds sterling and references to "EUR", "euro" and
"" are to the single currency of participating Member States of the European Union.

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GENERAL DESCRIPTION OF THE PROGRAMME
The programme is a 5,000,000,000 Medium Term Note Programme under which the Issuer
may from time to time issue Notes in accordance with and subject to all applicable laws and
regulations and denominated in any currency, subject as set out herein. The applicable terms
of any Notes will be agreed between the Issuer and the relevant Dealer prior to the issue of
the Notes and will be endorsed on that Note, and will consist of the terms and conditions set
out under "Terms and Conditions of the Notes" below and the provisions of the relevant Final
Terms which supplement, amend and/or replace those terms and conditions, as more fully
described under "Form of the Notes" below.

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SUMMARY
The following constitutes the summary (the "Summary") of the essential characteristics and risks associated
with the Issuer and the Notes to be issued under the Programme. This Summary should be read as an
introduction to this Base Prospectus and any decision to invest in the Notes should be based on a
consideration of the Base Prospectus as a whole, including any information incorporated by reference, any
supplement and the relevant Final Terms. Following the implementation of the Prospectus Directive (Directive
2003/71/EC) in each Member State of the European Economic Area, no civil liability will attach to the
Responsible Persons in any such Member State solely on the basis of this summary, including any translation
thereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Base
Prospectus, including any information incorporated by reference, any supplement and the relevant Final
Terms. Where a claim relating to the information contained in this Base Prospectus is brought before a court
in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the
Member States, be required to bear the costs of translating the Base Prospectus before the legal proceedings
are initiated.
Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere in this Base
Prospectus have the same meanings in this summary.
Issuer:
Santander Consumer Finance, S.A.
Risk Factors:
Investing in Notes issued under the Programme involves certain
risks, as discussed under "Risk Factors" below. Such risks relate
to, among other things, risks inherent in the business of the
Consumer Group and the industries in which it operates, and
risks relating to the nature of the Notes and to the structure of
certain types of Notes (such as Credit Linked Notes). Other risks
described herein relate to: the risk of suffering a withholding on
payments in accordance with Spanish law; risks relating to the
role of the Comisario; and risks relating to the reclassification of
the ranking of claims under the Notes on an insolvency of the
Issuer.
Arranger:
Morgan Stanley & Co. International plc.
Dealers:
Banco Santander, S.A., Barclays Bank PLC, BNP Paribas,
Citigroup
Global
Markets
Limited,
Commerzbank
Aktiengesellschaft, Credit Suisse Securities (Europe) Limited,
Danske Bank A/S, Deutsche Bank AG, London Branch,
Goldman Sachs International, HSBC Bank plc, J.P. Morgan
Securities Ltd., Merrill Lynch International, Morgan Stanley &
Co. International plc, Nomura International plc, Skandinaviska
Enskilda Banken AB (publ), Société Générale, The Royal Bank
of Scotland plc, UBS Limited and any other Dealer appointed
from time to time by the Issuer either generally in respect of the

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Programme or in relation to a particular Tranche of Notes.
Issue and Paying Agent:
Citibank, N.A., London Branch
Luxembourg Listing Agent
Banque Internationale à Luxenbourg, société anonyme.
and Paying Agent:
Final Terms or Drawdown
Notes issued under the Programme may be issued either (1)
Prospectus:
pursuant to this Base Prospectus and associated Final Terms or
(2) pursuant to a Drawdown Prospectus. 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 or, as the case may be the relevant Drawdown
Prospectus.
Listing and Admission to Trading:
Applications have been made to the Luxembourg Stock Exchange
to admit Notes issued under the Programme 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 (each, a "Stock Exchange")
(as may be agreed between the Issuer and the relevant Dealer or
Dealers and specified in the relevant Final Terms). Under
Spanish law, unlisted Notes are subject to a different tax regime
than that applicable to listed Notes and, if issued under the
Programme, such Notes will be the subject of a supplement to the
Base Prospectus.
Clearing Systems:
Euroclear Bank S.A./N.V. ("Euroclear") and/or Clearstream
Banking, société anonyme ("Clearstream, Luxembourg",
together with Euroclear, the "ICSDs") and/or, in relation to any
Tranche of Notes, any other clearing system as may be specified
in the relevant Final Terms.
Initial Programme Amount:
Up to 5,000,000,000 (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 a "Series"). Each Series may
comprise one or more tranches (each a "Tranche") issued on
different issue dates. The Notes of each Series will all be subject

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to identical terms, except that the issue date and the amount of
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.
Forms of Notes:
Notes may be issued in bearer form. Each Tranche of 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 (a "Classic Global Note" or
"CGN"), 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 (a "New Global Note" or "NGN"), 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.
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 may be issued on a subordinated or unsubordinated basis,
as specified in the relevant Final Terms.
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

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