Obligation Agrar Rentenbank 0.0825% ( XS1069178173 ) en ZAR

Société émettrice Agrar Rentenbank
Prix sur le marché 100 %  ⇌ 
Pays  Allemagne
Code ISIN  XS1069178173 ( en ZAR )
Coupon 0.0825% par an ( paiement annuel )
Echéance 23/05/2022 - Obligation échue



Prospectus brochure de l'obligation Landwirtsch. Rentenbank XS1069178173 en ZAR 0.0825%, échue


Montant Minimal 5 000 ZAR
Montant de l'émission 1 550 000 000 ZAR
Description détaillée La Landwirtschaftliche Rentenbank est une banque publique allemande spécialisée dans le financement de l'agriculture et des zones rurales.

L'Obligation émise par Agrar Rentenbank ( Allemagne ) , en ZAR, avec le code ISIN XS1069178173, paye un coupon de 0.0825% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 23/05/2022







EXECUTION COPY
FINAL TERMS DATED 15TH JUNE, 2016

LANDWIRTSCHAFTLICHE RENTENBANK
Issue of ZAR 250,000,000 8.250 per cent. Notes due 23rd May, 2022 (the "Notes")
(to be consolidated, form a single series and be interchangeable for trading purposes with the
ZAR 575,000,000 8.250 per cent. Notes due 23rd May, 2022, issued on 21st May, 2014, and the
ZAR 425,000,000 8.250 per cent. Notes due 23rd May, 2022, issued on 13th August, 2014)
under the EUR 60,000,000,000
Euro Medium Term Note Programme
PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions
set forth in the Base Prospectus dated 23rd May, 2013 (the "Original Terms and Conditions") which are
incorporated by reference in the Simplified Base Prospectus dated 4th May, 2016 which constitutes a simplified
base prospectus for purposes of Chapters 1 and 2 of Part III of the Luxembourg Law on Prospectuses for
Securities dated 10th July, 2005, as amended (Loi relative aux prospectus pour valeurs mobilières) (the
"Simplified Base Prospectus"). This document constitutes the Final Terms of the Notes (these "Final Terms")
described herein and must be read in conjunction with the Simplified Base Prospectus, save in respect of the
Original Terms and Conditions, a copy of which is annexed hereto. Full information on the Issuer and the offer
of the Notes is only available on the basis of the combination of these Final Terms and the Simplified Base
Prospectus. The Simplified Base Prospectus (including the documents incorporated therein by reference) is
published on the Issuer's website at www.rentenbank.de.
1. (i)
Series Number:
1100
(ii)
Tranche Number:
3
(iii) Date on which the Notes become
The Notes shall be consolidated, form a single series and
fungible
be interchangeable for trading purposes on the Issue Date
with the ZAR 575,000,000 8.250 per cent. Notes due 23rd
May, 2022, issued on 21st May, 2014 and the ZAR
425,000,000 8.250 per cent. Notes due 23rd May, 2022,
issued on 13th August, 2014.
2. Specified Currency or Currencies:
South African Rand ("ZAR")
3. Aggregate Nominal Amount:

(i)
Series:
ZAR 1,250,000,000
(ii)
Tranche:
ZAR 250,000,000
4. Issue Price:
98.140 per cent. of the Aggregate Nominal Amount plus
accrued interest from and including 23rd May, 2016 up to
and excluding 17th June, 2016 (25 days of accrued
interest)
5. (i)
Specified Denominations:
ZAR 5,000
(ii)
Calculation Amount:
ZAR 5,000
6. (i)
Issue Date:
17th June, 2016
(ii)
Interest Commencement Date:
23rd May, 2016
7. Maturity Date:
23rd May, 2022
8. Interest Basis:
8.250 per cent. Fixed Rate
(further particulars specified in paragraph 13 below)
9. Redemption/Payment Basis:
Redemption at par
10. Change of Interest Basis or
Not Applicable
Redemption/Payment Basis:
11. Put/Call Options:
Not Applicable
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12. Status of the Notes:
Senior
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13. Fixed Rate Note Provisions
Applicable
(i)
Rate of Interest:
8.250 per cent. per annum payable annually in arrears
(ii)
Interest Payment Date(s):
23rd May in each year up to and including the Maturity
Date, commencing 23rd May, 2017
(iii) Fixed Coupon Amount:
ZAR 412.50 per Calculation Amount
(iv) Broken Amount(s):
Not Applicable
(v)
Day Count Fraction:
Actual/Actual (ICMA)
(vi) Business Day Convention:
Following Unadjusted
(vii) Business Centre(s):
Not Applicable
(viii) Determination Date(s):
23rd May in each year
(ix) Other terms relating to the method of
Not Applicable
calculating interest for Fixed Rate
Notes:
14. Floating Rate Note Provisions
Not Applicable
15. Zero Coupon Note Provisions
Not Applicable
16. Index Linked Note/other variable-linked
Not Applicable
Note Provisions
17. Alternative Settlement Note Provisions
Not Applicable
18. Dual Currency Note Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
19. Call Option:
Not Applicable
20. Put Option:
Not Applicable
21. Final Redemption Amount of each Note:
ZAR 5,000 per Calculation Amount
22. Early Redemption Amount

Early Redemption Amount(s) per Calculation
Condition 7(e) applies
Amount payable on redemption for taxation
reasons or on event of default or other early
redemption:
GENERAL PROVISIONS APPLICABLE TO THE NOTES
23. Form of Notes:
Bearer Notes

Permanent Bearer Global Note which is exchangeable for
Definitive Bearer Notes only upon an Exchange Event
24. New Global Note:
No
25. New Safekeeping Structure:
Not Applicable
26. Financial Centre(s):
London, Johannesburg and TARGET
27. Talons for future Coupons to be
No
attached to Definitive Notes (and
dates on which such Talons mature):
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28. Details relating to Partly Paid Notes: amount
Not Applicable
of each payment comprising the Issue Price
and date on which each payment is to be
made:
29. Details relating to Instalment Notes:

(i)
Instalment Amount(s):
Not Applicable
(ii)
Instalment Date(s):
Not Applicable
30. Redenomination applicable:
Not Applicable
31. Consolidation provisions:
Condition 16 applies
32. Other final terms:
Not Applicable

PART B OTHER INFORMATION
1. LISTING AND ADMISSION TO
Application has been made by the Issuer (or on its behalf)
TRADING:
for the Notes to be admitted to trading on the Regulated
Market of the Luxembourg Stock Exchange (Bourse de
Luxembourg) with effect from the Issue Date.
The Notes previously issued under Series 1100 (Tranches
1 and 2) are already admitted to listing and trading on the
Regulated Market of the Luxembourg Stock Exchange.
2. RATINGS:
The Notes have been assigned the following ratings:
Moody's: Aaa
S & P: AAA
Fitch: AAA
According to Moody's Investors Services, a long-term
issue rated "Aaa" is judged to be of the highest quality,
with minimal credit risk.
According to Standard & Poor's, a long-term obligation
rated "AAA" has the highest rating assigned by Standard
& Poor's, and the obligor's capacity to meet its financial
commitment on the obligation is extremely strong.
According to Fitch Ratings, "AAA" ratings denote the
lowest expectation of default risk. They are assigned only
in cases of exceptionally strong capacity for payment of
financial commitments. This capacity is highly unlikely to
be adversely affected by foreseeable events.
The credit ratings included herein will be treated for the
purposes of Regulation (EC) No 1060/2009 on credit
rating agencies, as amended by Regulation (EU) No
513/2011 (the "CRA Regulation") as having been issued
by Standard & Poor's Credit Market Services Europe
Limited ("S&P"), Moody's Deutschland GmbH
("Moody's") and Fitch Ratings Limited ("Fitch"), upon
registration pursuant to the CRA Regulation. Each of
S&P, Moody's and Fitch is established in the European
Union and is registered under the CRA Regulation.
Reference is made to the list of credit rating agencies
registered in accordance with the CRA Regulation
published by the European Securities and Markets
Authority on its website (www.esma.europa.eu), which is
updated within five working days following the adoption
of a decision under Articles 16, 17 or 20 of the CRA
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Regulation.
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER:
Save for any fees payable to the Dealer, so far as the Issuer is aware, no person involved in the offer of the
Notes has an interest material to the offer.
4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES:
(i)
Reasons for the offer:
The net proceeds from the issue of the Notes will be
applied by the Issuer for its general corporate purposes.
(ii)
Estimated net proceeds:
ZAR 242,075,171.23 (including ZAR 1,412,671.23 in
accrued interest)
(iii) Estimated total expenses:
Not Applicable
5. YIELD: (Fixed Rate Notes only)
Indication of yield:
8.659 per cent. per annum.
Calculated at the Issue Date in accordance with the ICMA
method, which determines the effective interest rate of the
Notes taking into account accrued interest on a daily basis.
As set out above, the yield is calculated at the Issue Date
on the basis of the Issue Price. It is not an indication of
future yield.
6. HISTORICAL INTEREST RATES: (Floating Rate Notes only)
Not Applicable
7. PERFORMANCE OF INDEX/FORMULA/RATES OF EXCHANGE/OTHER VARIALBE,
EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND
OTHER INFORMATION CONCERNING THE UNDERLYING: (Index-Linked Notes, other
variable-linked Notes and Dual Currency Notes only)
Not Applicable
8. OPERATIONAL INFORMATION:
ISIN Code:
XS1069178173
Common Code:
106917817
WKN:
A11QFT
Any clearing system(s) other than Euroclear
Not Applicable
and Clearstream, Luxembourg and the
relevant identification number(s):
Delivery:
Delivery against payment
Name and address of additional Paying and
Not Applicable
Transfer Agent(s) (if any):
Intended to be held in a manner which would
No
allow Eurosystem eligibility:
9. DISTRIBUTION
(i)
Method of distribution:
Non-Syndicated
(ii)
If syndicated:

(A) Name and addresses
Not Applicable
of Managers and underwriting
commitments:
(B)
Date of Syndication Agreement:
Not Applicable
(C)
Stabilising Manager(s) if any:
Not Applicable
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ANNEX
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Part of the Base Prospectus dated 23rd May, 2013
TERMS AND CONDITIONS OF THE NOTES
The following are the Terms and Conditions (the "Conditions") of Notes to be issued by the Issuer
which, subject to the provisions of Part A of the relevant Final Terms (such terms to apply only in relation to
the Series of Notes to which the relevant Final Terms apply), will be incorporated by reference into each Global
Note and which will be incorporated into (or, if permitted by the relevant stock exchange or other relevant
authority and agreed between the Issuer and the relevant Dealer, incorporated by reference into) each Definitive
Note. The following Conditions will be applicable to the Uncertificated Notes. Uncertificated Notes will not be
evidenced by any physical note or document of title other than statements of account made by VP or VPS, as
the case may be. Ownership of Uncertificated Notes will be recorded and transfer effected through the book
entry system and register maintained by VP or VPS, as the case may be. The applicable Final Terms will be
incorporated into, or attached to, each Global Note and Definitive Note. Reference should be made to "Forms
of Final Terms" for the form of the Final Terms which specifies which of certain capitalised terms as defined in
the following Conditions are to apply in relation to the relevant Notes.
The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the
Conditions, in which case a supplementary base prospectus, if appropriate, will be made available which will
describe the effect of such agreement reached in relation to such Notes.
Capitalised terms which are not defined in these Conditions will have the meaning ascribed thereto in the
relevant Final Terms.
This Note is one of a series of Notes issued by the Issuer (which expression shall include any
Substituted Debtor pursuant to Condition 17) pursuant to the Agency Agreement (as defined below).
References herein to the "Notes" shall be references to the Notes of this Series (as defined below) and shall
mean:
(i)
in relation to any Notes represented by a global Note (a "Global Note"), units of the lowest
denomination specified in the relevant Final Terms ("Specified Denomination") in the currency
specified in the relevant Final Terms ("Specified Currency");
(ii)
Definitive Notes issued in exchange (or part exchange) for a Global Note;
(iii) any Global Note;
(iv) Uncertificated Notes registered with and cleared through VP Securities A/S ("VP Notes" and
"VP", respectively) in accordance with applicable Danish laws and regulations and the
procedures applicable to and/or issued by VP from time to time; and
(v)
Uncertificated Notes registered with and cleared through the Norwegian Central Securities
Depository (Verdipapirsentralen ASA) ("VPS Notes" and "VPS", respectively) in accordance
with applicable Norwegian laws and regulations and the procedures applicable to and/or issued
by VPS from time to time.
The Notes, the Receipts (as defined below) and the Coupons (as defined below) also have the benefit
of an amended and restated agency agreement dated 23rd May, 2013 (such amended and restated agency
agreement as from time to time modified, supplemented and/or restated, the "Agency Agreement") and
made among the Issuer, Deutsche Bank AG, London Branch as issuing and principal paying agent, paying
and transfer agent and exchange agent (in each such capacity, the "Principal Paying Agent" and "Exchange
Agent", each of which expressions shall include any successor principal paying agent or exchange agent
specified in the applicable Final Terms, respectively), Deutsche Bank Trust Company Americas (the
"Registrar", which expression shall include any successor registrar specified in the applicable Final Terms),
Danske Bank A/S (the "VP Agent", which expression shall include any successor VP Agent specified in the
applicable Final Terms), Nordea Bank Norge ASA (the "VPS Agent", which expression shall include any
successor VPS Agent specified in the applicable Final Terms) and the other paying and transfer agents
named therein (together with the Principal Paying Agent, the "Paying and Transfer Agents", which
expression shall include any additional or successor paying and transfer agents). Determinations with regard
to Notes (including, without limitation, Alternative Settlement Notes and Dual Currency Notes) shall be
made by the Calculation Agent specified in the applicable Final Terms in the manner specified in the
applicable Final Terms.
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Each Tranche of VP Notes will be created and held in uncertificated and dematerialised book entry
form in accounts with VP. The VP Agent will act as agent of the Issuer in respect of all dealings with VP in
respect of the VP Notes. Each Tranche of VPS Notes will be created and held in uncertificated and
dematerialised book entry form in accounts with VPS. The VPS Agent will act as agent of the Issuer in
respect of all dealings with VPS in respect of the VPS Notes.
Interest-bearing Definitive Notes (unless otherwise indicated in the applicable Final Terms) have
interest coupons ("Coupons") and, if indicated in the applicable Final Terms, talons for further coupons
("Talons") attached on issue. Any reference herein to Coupons or coupons shall, unless the context
otherwise requires, be deemed to include a reference to Talons or talons. Definitive Notes repayable in
instalments have receipts ("Receipts") for the payment of the instalments of principal (other than the final
instalment) attached on issue. Any reference herein to "Noteholders" shall mean the holders of the Notes,
and shall, in relation to any Notes represented by a Global Note or in relation to Uncertificated Notes, be
construed as provided below. Any reference herein to "Receiptholders" shall mean the holders of the
Receipts and any reference herein to "Couponholders" shall mean the holders of the Coupons, and shall,
unless the context otherwise requires, include the holders of the Talons. Registered Notes and Global Notes
do not have Receipts, Coupons or Talons attached on issue. Uncertificated Notes are in uncertificated and
dematerialised form: any reference in these Terms and Conditions to Receipts, Coupons and Talons shall
not apply to Uncertificated Notes and no Global or Definitive Notes will be issued in respect thereof. These
Terms and Conditions shall be construed accordingly.
As used herein, "Tranche" means Notes which are identical in all respects (including as to listing and
admission to trading) and "Series" means a Tranche of Notes together with any further Tranche or Tranches
of Notes which are (i) expressed to be consolidated and form a single series and (ii) are identical in all
respects (including as to listing and admission to trading) except for their respective Issue Dates, Interest
Commencement Dates and/or Issue Prices.
The Noteholders, the Receiptholders and the Couponholders (other than holders of Uncertificated
Notes) are entitled to the benefit of the Deed of Covenant made by the Issuer. The original of the Deed of
Covenant is held by a common depositary on behalf of Euroclear and Clearstream, Luxembourg (each as
defined below).
Copies of the Agency Agreement and the Deed of Covenant are available for inspection during
normal business hours at the specified offices of each of the Principal Paying Agent, the Registrar, the VP
Agent, VPS Agent and the other Paying and Transfer Agents (such agents, together with the Exchange
Agent, the "Agents"). Copies of the applicable Final Terms are available for inspection at and copies may
be obtained from the specified offices of the Principal Paying Agent, the Registrar and the other Paying and
Transfer Agents save that, if this Note is neither admitted to trading on a regulated market in the European
Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required
to be published under the Prospectus Directive, the applicable Final Terms will only be obtainable by a
Noteholder holding one or more Notes and such Noteholder must produce evidence satisfactory to the
Principal Paying Agent, Registrar and/or the Paying and Transfer Agent as to its holding of such Notes and
identity. If this Note is admitted to trading on the Luxembourg Stock Exchange's regulated market, the
applicable Final Terms will also be available for viewing on the website of the Luxembourg Stock Exchange
at www.bourse.lu. The Noteholders, the Receiptholders and the Couponholders are deemed to have notice
of, and are entitled to the benefit of, all the provisions of the Deed of Covenant, the Agency Agreement and
the applicable Final Terms which are binding on them.
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.
1.
Form, Denomination and Title
The Notes are issued in bearer form ("Bearer Notes"), registered form ("Registered Notes") or
uncertificated and dematerialised book entry form ("Uncertificated Notes"), as specified in the Final Terms
and, in the case of Definitive Notes, serially numbered, in the Specified Currency and the Specified
Denomination(s). Bearer Notes may not be exchanged for any other form of Notes and vice versa.
Registered Notes may not be exchanged for any other form of Notes and vice versa. VP Notes may not be
exchanged for any other form of Notes and vice versa. VPS Notes may not be exchanged for any other form
of Notes and vice versa.
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This Note may be a Senior Note or a Subordinated Note, as indicated in the applicable Final Terms.
This Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Alternative
Settlement Note or a Dual Currency Note or a combination of any of the foregoing, depending upon the
Interest Basis shown in the applicable Final Terms.
This Note may be redeemed at par or may be an Alternative Settlement Note, a Partly Paid Note, an
Instalment Note, or a combination of any of the foregoing, depending on the Redemption/Payment Basis
shown in the applicable Final Terms.
An Alternative Settlement Note is a Note in respect of which payments of interest and principal are
to be settled in such different currency, and at a rate of exchange calculated upon such basis as are indicated
in the applicable Final Terms.
A Dual Currency Note is a Fixed Rate Note in respect of which payments of interest are made or to
be made in such different currencies, and at rates of exchange indicated in the applicable Final Terms.
Principal in respect of Dual Currency Notes will be paid in the currency in which the Notes are
denominated.
Bearer Notes may be issued in CGN or NGN form. If the applicable Final Terms indicate that the
Global Note is not issued in NGN form, the nominal amount of Notes represented by the Global Note shall
be determined by means of the annotations to the Global Note. If the applicable Final Terms indicate that
the Global Note is issued in NGN form the nominal amount of Notes represented by the Global Note shall
be the aggregate amount from time to time entered in the records of Euroclear and Clearstream,
Luxembourg (together, the relevant "Clearing Systems"). The records of the relevant Clearing Systems shall
be conclusive evidence of the nominal amount of Notes represented by the Global Note and, for these
purposes, a statement issued by the relevant Clearing System stating the nominal amount of Notes
represented by the Global Note at any time shall be conclusive evidence of the records of the relevant
Clearing System at that time. Payments due in respect of Notes for the time being represented by the Global
Note shall be made to the bearer of the Global Note and each payment so made will discharge the Issuer's
obligations in respect thereof. Any failure to make the entries referred to above shall not affect such
discharge. The Global Note shall not be valid unless authenticated by the Principal Paying Agent. If the
applicable Final Terms indicate that the Global Note is intended to be held in a manner which would allow
Eurosystem eligibility, the Common Safekeeper must be one of the ICSDs.
Subject as set out below, title to the Bearer Notes, Receipts and Coupons will pass by delivery and
title to the Registered Notes will pass upon registration of transfers in accordance with the provisions of the
Agency Agreement. The Issuer, the Principal Paying Agent, the Registrar and any other Paying and Transfer
Agent may deem and treat the bearer of any Bearer Note, Receipt or Coupon and the registered holder of
any Registered Note as the absolute owner thereof (whether or not overdue and notwithstanding any notice
of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the
case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph, and
the expressions "Noteholder" and "holder of Notes" and related expressions shall be construed accordingly.
The holder of Uncertificated Notes will be the person evidenced as such by a book entry in the records of
VP or VPS, as the case may be. Title to the VP Notes will pass by registration in the registers between the
direct or indirect accountholders at VP in accordance with applicable laws and the rules and procedures of
VP. Where a nominee is so evidenced, it shall be treated by the Issuer as the holder of the relevant VP Note.
Title to the VPS Notes will pass by registration in the registers between the direct or indirect accountholders
at VPS in accordance with applicable law and the rules and procedures of VPS. Where a nominee is so
evidenced, it shall be treated by the Issuer as the holder of the relevant VPS Note.
For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear and/or
Clearstream, Luxembourg or for so long as DTC or its nominee is the registered holder of a Registered
Global Note, each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being
shown in the records of Euroclear or Clearstream, Luxembourg or, as the case may be, DTC as the holder
of a particular nominal amount of such Notes (in which regard any certificate or other document issued by
such clearing system as to the nominal amount of such Notes standing to the account of any person shall,
save in the case of manifest error, be conclusive and binding for all purposes, including any form of
statement or print out of electronic records provided by the relevant clearing system in accordance with its
usual procedures and in which the holder of a particular nominal amount of such Notes is clearly identified
together with the amount of such holding) shall be treated by the Issuer, the Principal Paying Agent and the
Registrar and any other Paying and Transfer Agent as the holder of such nominal amount of such Notes
60


for all purposes other than with respect to the payment of principal or interest on the Notes, for which
purpose, in the case of Notes represented by a Bearer Global Note, the bearer of the relevant Bearer Global
Note or, in the case of a Registered Global Note the registered holder of the relevant Registered Global
Note shall be treated by the Issuer, the Principal Paying Agent, the Registrar and any other Paying and
Transfer Agent as the holder of such Notes in accordance with and subject to the terms of the relevant
Global Note; and the expressions "Noteholder" and "holder of Notes" and related expressions shall be
construed accordingly. Notes which are represented by a Global Note will be transferable only in accordance
with the rules and procedures for the time being of Euroclear, Clearstream, Luxembourg and/or DTC, as
the case may be.
For so long as any of the Notes are VP Notes, each person who is for the time being shown in the
book entry system and register maintained by VP as the holder of a VP Note shall be treated by the Issuer,
the VP Agent and any other Paying and Transfer Agent as the holder of such Notes for all purposes in
accordance with applicable Danish laws and regulations; and the expressions "Noteholder" and "holder of
Notes" and related expressions shall be construed accordingly. VP Notes will be transferable only in
accordance with applicable Danish laws and regulations and the procedures applicable to and/or issued by
VP from time to time. VP Notes will be issued in uncertificated and dematerialised form and no global or
definitive Notes will be issued in respect thereof and the Conditions shall be construed accordingly.
For so long as any of the Notes are VPS Notes, each person who is for the time being shown in the
records of VPS as the holder of a VPS Note shall be treated by the Issuer, the VPS Agent and any other
Paying and Transfer Agent as the holder of such Notes for all purposes in accordance with applicable
Norwegian laws and regulations; and the expressions "Noteholder" and "holder of Notes" and related
expressions shall be construed accordingly. VPS Notes will be transferable only in accordance with
applicable Norwegian laws and regulations and the procedures applicable to and/or issued by VPS from time
to time. VPS Notes will be issued in uncertificated and dematerialised form and no global or definitive Notes
will be issued in respect thereof and the Conditions shall be construed accordingly.
References to Euroclear, Clearstream, Luxembourg and/or DTC and/or VP and/or VPS shall,
whenever the context so permits, be deemed to include a reference to any additional or alternative clearing
system approved by the Issuer, the relevant Dealer and the Principal Paying Agent.
Bearer Notes, once issued in definitive form in the Specified Currency and the Specified
Denomination(s), may not be exchanged for Bearer Notes of another Specified Denomination.
Definitive Bearer Notes are issued with Coupons attached, unless they are Zero Coupon Notes in
which case references to Coupons and Couponholders in these Terms and Conditions are not applicable.
In relation to any issue of Bearer Notes which have a minimum denomination and are tradable, so
long as the Notes are represented by a temporary Global Note or a permanent Global Note and the relevant
Clearing System(s) so permit, in denominations above such minimum denomination which are not integral
multiples of the minimum denomination, should Definitive Notes be required to be issued, a holder who
does not have an integral multiple of the minimum denomination in his account with the relevant Clearing
Systems at the relevant time, may not receive all of his entitlement in the form of Definitive Notes unless
and until such time as his holding becomes an integral multiple of the minimum denomination.
2.
Provisions Relating to Registered Notes
(a) Transfers of interest in Registered Global Notes
Transfers of beneficial interests in Registered Global Notes will be effected by DTC, Euroclear or
Clearstream, Luxembourg, as the case may be, and, in turn, by other participants and, if appropriate,
indirect participants in such clearing systems acting on behalf of beneficial transferors and transferees of
such interests. A beneficial interest in a Registered Global Note will, subject to compliance with all
applicable legal and regulatory restrictions, be transferable for Notes in definitive form or for a beneficial
interest in another Registered Global Note only in the Specified Denominations and only in accordance
with the rules and operating procedures for the time being of DTC, Euroclear or Clearstream, Luxembourg,
as the case may be, and in accordance with these Terms and Conditions. Transfers of a Registered Global
Note registered in the name of a nominee for DTC shall be limited to transfers of such Registered Global
Note, in whole but not in part, to another nominee of DTC or to a successor of DTC or such successor's
nominee.
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Document Outline