Obligation Aryzta Group 6.627% ( XS1134780557 ) en EUR

Aryzta Group

100 % ⇌

Suisse

XS1134780557 ( en EUR )

6.627% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Aryzta AG XS1134780557 en EUR 6.627%, échéance Perpétuelle

100 000 EUR

250 000 000 EUR

28/03/2026 ( Dans 263 jours )

Aryzta AG est une société suisse de boulangerie industrielle cotée en bourse, spécialisée dans la production et la distribution de produits de boulangerie surgelés pour le secteur de la restauration et de la grande distribution.

L'Obligation émise par Aryzta Group ( Suisse ) , en EUR, avec le code ISIN XS1134780557, paye un coupon de 6.627% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

IMPORTANT NOTICE
THIS DOCUMENT IS AVAILABLE ONLY TO INVESTORS WHO ARE OUTSIDE THE UNITED
STATES AND WHO ARE NOT U.S. PERSONS.
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer
applies to the prospectus (the "Prospectus") following this page and you are therefore advised to read this
disclaimer carefully before reading, accessing or making any other use of the Prospectus. In accessing the
Prospectus you agree to be bound by the following terms and conditions, including any modifications to them
from time to time, each time you receive any information from the Issuer (as defined below), the Guarantor
(as defined below) and the Managers (as defined below) as a result of such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR
SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES DESCRIBED
IN THE ATTACHED PROSPECTUS HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND MAY
NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT
("REGULATION S")), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
APPLICABLE STATE OR LOCAL SECURITIES LAWS.
THE ATTACHED PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER
PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY
FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE PROSPECTUS IN WHOLE OR IN
PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE OR ANY OTHER
APPLICABLE RULES OR REGULATIONS MAY RESULT IN A VIOLATION OF THE SECURITIES
ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
The Prospectus and the offer when made are only addressed to and directed at persons in member states of the
European Economic Area ("EEA") who are "qualified investors" within the meaning of Article 2(1)(e) of the
Prospectus Directive (Directive 2003/71/EC) (as subsequently amended, the "Prospectus Directive")
("Qualified Investors"). This document may not be acted on or relied on (i) in the UK, by persons who are
not relevant persons (as defined below), and (ii) in any member state of the EEA other than the UK, by
persons who are not Qualified Investors.
CONFIRMATION OF YOUR REPRESENTATION: In order to be able to view the attached Prospectus or
make an investment decision with respect to the securities described in the attached Prospectus, investors
must be outside the United States and must not be a U.S. person (as defined in Regulation S). You have
accessed the Prospectus on the basis that (a) you consent to delivery of the attached Prospectus by electronic
transmission, (b) you are not a U.S. person (within the meaning of Regulation S) or acting for the account or
benefit of a U.S. person and the electronic mail address that you have given us and to which any e-mail
attaching this Prospectus has been delivered is not located in the United States (including the State and
District of Colombia), its territories, its possessions (including Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands) or the District of Columbia, (c) if you are in
any member state of the EEA other than the UK, you are a Qualified Investor and (d) if you are a person in
the United Kingdom, then you are a person who (i) has professional experience in matters relating to
investments or (ii) is a high net worth entity falling within Article 49(2)(a) to (d) of the Financial Services and
Market Act (Financial Promotion) Order 2005, all such persons together being referred to as "relevant
persons" and (e) you have understood and agree to the terms set out herein.

You are reminded that the attached Prospectus has been delivered to you on the basis that you are a person
into whose possession the attached Prospectus may be lawfully delivered in accordance with the laws of the
jurisdiction in which you are located and you may not, nor are you authorised to, deliver this Prospectus,
electronically or otherwise, to any other person. If you receive this Prospectus by e-mail, you should not reply
by e-mail to this announcement. Any reply e-mail communications, including those you generate by using the
"Reply" function on your e-mail software, will be ignored and rejected. If you receive this Prospectus by e-
mail, your use of this e-mail is at your own risk, and it is your responsibility to take precautions to ensure that
it is free from viruses and other items of a destructive nature.
The materials relating to the offering do not constitute, and may not be used in connection with, an offer or
solicitation in any place where offers or solicitations are not permitted by law. No action has been or will be
taken in any jurisdiction by Aryzta Euro Finance Limited (the "Issuer"), ARYZTA AG (the "Guarantor") or
BNP Paribas, J.P. Morgan Securities plc and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.
(Rabobank) (together, the "Managers") that would, or is intended to, permit a public offering of the
securities, or possession or distribution of the attached Prospectus (in preliminary, proof or final form) or any
other offering or publicity material relating to the securities, in any country or jurisdiction where action for
that purpose is required. If a jurisdiction requires that the offering be made by a licensed broker or dealer and
the Managers or any affiliate of any of the Managers is a licensed broker or dealer in that jurisdiction, the
offering shall be deemed to be made by the Managers or such affiliate on behalf of the Issuer in such
jurisdiction.
This Prospectus has been sent to you in an electronic format. You are reminded that documents transmitted in
an electronic format may be altered or changed during the process of electronic transmission and
consequently none of the Issuer, the Guarantor, the Managers or their respective affiliates, directors, officers,
employees, representatives and agents or any other person controlling the Issuer, the Guarantor, the Managers
or any of their respective affiliates accepts any liability or responsibility whatsoever in respect of any
discrepancies between this Prospectus distributed to you in electronic format and the hard-copy version.
This communication is for informational purposes only. It is not intended as an offer or solicitation for the
purchase or sale of any financial instrument or as an official confirmation of any transactions. Any comments
or statements made herein do not necessarily reflect those of the Managers, their respective subsidiaries and
affiliates.

PROSPECTUS

ARYZTA EURO FINANCE LIMITED
(incorporated with limited liability in Ireland)
250,000,000 Perpetual Callable Subordinated Securities
unconditionally and irrevocably guaranteed on a subordinated
basis by
ARYZTA AG
(incorporated with limited liability in Switzerland)
Issue price: 99.540 per cent.
The 250,000,000 Perpetual Callable Subordinated Securities (the "Securities") are issued by Aryzta Euro Finance Limited (the "Issuer") and unconditionally and irrevocably guaranteed by
ARYZTA AG (the "Guarantor").
The Securities constitute direct, unsecured and subordinated obligations of the Issuer ranking pari passu without any preference among themselves as described in Condition 3 (Status and
Subordination of the Securities). The obligations of the Guarantor under the Guarantee constitute direct, unsecured and subordinated obligations of the Guarantor as described in Condition 4
(Guarantee).
The Securities are perpetual securities which have no fixed maturity and holders do not have the right to call for their redemption (other than pursuant to Condition 11 (Events of Default)). The
Issuer may, at its option, redeem all, but not some only, of the Securities on the First Call Date (as defined in the Conditions) or any Interest Payment Date (as defined in the Conditions)
thereafter at their principal amount plus any accrued interest and any outstanding Deferred Interest Payments (as defined in the Conditions). In addition, the Issuer may, at its option, redeem all,
but not some only, of the Securities in the event of certain changes as described under Condition 6 (Redemption and Purchase), including, among other events, upon the occurrence of a Gross-
Up Event, Change of Control Event, Tax Event or Accounting Event (each as defined in the Conditions). Unless a Compulsory Distribution Payment Event has occurred (pursuant to Condition
5 (Interest)), the Issuer may determine in its sole discretion not to pay all or part of the Interest Amount (as defined in the Conditions) falling due on any Interest Payment Date (as defined in
the Conditions). Additional interest will accrue on each Deferred Interest Payment and such Deferred Interest Payment and additional interest thereon will be payable in accordance with
Condition 5.4 (Payment of Deferred Interest Payments).
This Prospectus has been approved by the Central Bank of Ireland (the "Central Bank"), as competent authority under Directive 2003/71/EC, as amended (including by Directive 2010/73/EU,
to the extent that such amendments have been implemented in a relevant member state of the European Economic Area) (the "Prospectus Directive"). The Central Bank only approves this
Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange for the Securities to be
admitted to the official list of the Irish Stock Exchange (the "Official List") and trading on its regulated market (the "Main Securities Market"). The Main Securities Market is a regulated
market for the purposes of Directive 2004/39/EC. Upon approval of the Prospectus by the Central Bank, the Prospectus will be filed with the Irish Companies Registration Office and will be
delivered to the Registrar of Companies in Ireland for registration, in each case, in accordance with Regulation 38(1)(b) of the Prospectus (Directive 2003/71/EC) Regulations 2005 (as
amended) of Ireland.
The Prospectus constitutes a prospectus for the purpose of the Prospectus Directive.
Application has been made to the Irish Stock Exchange for the Securities to be admitted to the Official List and trading on the Main Securities Market. The Securities have not been and will not
be registered under the United States Securities Act of 1933, as amended (the "Securities Act"),or any state securities laws and may not be offered or sold within the United States or to, or for
the benefit of, US persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws. See "Subscription and Sale" below.
The Securities will be issued in registered form in denominations of 100,000 and integral multiples of 1,000 in excess thereof and will be represented upon issue by a single global certificate
(the "Global Certificate"). The Global Certificate will be deposited with and registered in the name of a nominee for a common depositary for Euroclear Bank S.A./N.V. ("Euroclear") and
Clearstream Banking, société anonyme ("Clearstream, Luxembourg").
An investment in Securities involves certain risks. Prospective investors should ensure that they understand the nature of the Securities and the extent of their exposure to these
risks. Prospective investors should have regard to the factors described under the heading "Risk Factors" on page 11.

Joint Lead Managers and Joint Structuring Advisers to the Issuer
BNP PARIBAS
J.P. Morgan
Joint Lead Manager
Rabobank
The date of this Prospectus is 19 November 2014.

IMPORTANT INFORMATION
The Issuer and the Guarantor (together, the "Responsible Persons") accept responsibility for the information
contained in this Prospectus. To the best of the knowledge of the Responsible Persons (each having taken all
reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance
with the facts and does not omit anything likely to affect the import of such information.
This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein
by reference (see "Documents Incorporated by Reference"). This Prospectus should be read and construed on
the basis that such documents are incorporated and form part of the Prospectus.
The Managers (as described under "Subscription and Sale", below) have not independently verified the
information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is
made and no responsibility or liability is accepted by the Managers as to the accuracy or completeness of the
information contained or incorporated in this Prospectus or any other information provided by the Issuer or
the Guarantor in connection with the offering of the Securities. No Manager accepts any liability in relation to
the information contained or incorporated by reference in this Prospectus or any other information provided
by the Issuer or the Guarantor in connection with the offering of the Securities or their distribution.
No person is or has been authorised by the Issuer or the Guarantor to give any information or to make any
representation not contained in or not consistent with this Prospectus or any other information supplied in
connection with the offering of the Securities and, if given or made, such information or representation must
not be relied upon as having been authorised by the Issuer, the Guarantor or any of the Managers.
Neither this Prospectus nor any other information supplied in connection with the offering of the Securities
(a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuer, the Guarantor or any of the Managers that any recipient of this Prospectus or
any other information supplied in connection with the offering of the Securities should purchase the
Securities. This Prospectus does not take into account the objectives, financial situation or needs of any
potential investor. Each investor contemplating purchasing any Securities should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer
and/or the Guarantor. Neither this Prospectus nor any other information supplied in connection with the
offering of the Securities constitutes an offer or invitation by or on behalf of the Issuer, the Guarantor or any
of the Managers to any person to subscribe for or to purchase any Securities.
Neither the delivery of this Prospectus nor the offering, sale or delivery of the Securities shall in any
circumstances imply that the information contained herein concerning the Issuer and/or the Guarantor is
correct at any time subsequent to the date hereof or that any other information supplied in connection with the
offering of the Securities is correct as of any time subsequent to the date indicated in the document containing
the same. The Managers expressly do not undertake to review the financial condition or affairs of the Issuer
during the life of the Securities or to advise any investor in the Securities of any information coming to their
attention.
This Prospectus, including the documents incorporated by reference herein, contains forward-looking
statements. Such items in this Prospectus include, but are not limited to, statements made under "Risk
Factors." Such statements can be generally identified by the use of terms such as "anticipates," "believes,"
"could," "expects," "may," "plans," "should," "will" and "would," or by comparable terms and the negatives
of such terms. By their nature, forward looking statements and projections involve risk and uncertainty, and
the factors described in the context of such forward-looking statements and targets in this Prospectus could
cause actual results and developments to differ materially from those expressed in or implied by such
forward-looking statements. The Issuer and the Guarantor have based forward-looking statements on their

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expectations and projections about future events as of the date such statements were made. These forward-
looking statements are subject to risks, uncertainties and assumptions about the Issuer and the Guarantor,
including, among other things, the risks set out under "Risk Factors".
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Securities in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Prospectus and the offer or sale of Securities may be restricted by law in certain
jurisdictions. The Issuer, the Guarantor and the Managers do not represent that this Prospectus may be
lawfully distributed, or that the Securities may be lawfully offered, in compliance with any applicable
registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder,
or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been
taken by the Issuer, the Guarantor or the Managers which is intended to permit a public offering of the
Securities or the distribution of this Prospectus in any jurisdiction where action for that purpose is required.
Accordingly, no Securities may be offered or sold, directly or indirectly, and neither this Prospectus nor any
advertisement or other offering material may be distributed or published, in any jurisdiction, except under
circumstances that will result in compliance with any applicable laws and regulations. Persons into whose
possession this Prospectus or any Securities may come must inform themselves about, and observe, any such
restrictions on the distribution of this Prospectus and the offering and sale of Securities. In particular, there are
restrictions on the distribution of this Prospectus and the offer or sale of Securities in the United States, the
United Kingdom and Switzerland, see "Subscription and Sale".
IN CONNECTION WITH THE ISSUE OF THE SECURITIES, BNP PARIBAS AS STABILISING
MANAGER (THE "STABILISING MANAGER") (OR PERSON(S) ACTING ON BEHALF OF ANY
STABILISING MANAGER) MAY OVER-ALLOT SECURITIES OR EFFECT TRANSACTIONS
WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE SECURITIES AT A LEVEL
HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO
ASSURANCE THAT THE STABILISING MANAGER (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 SECURITIES IS MADE AND,
IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE
EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE SECURITIES AND 60 DAYS AFTER
THE DATE OF THE ALLOTMENT OF THE SECURITIES. ANY STABILISATION ACTION OR
OVER-ALLOTMENT MUST BE CONDUCTED BY THE RELEVANT STABILISING MANAGERS)
(OR PERSONS ACTING ON BEHALF OF ANY STABILISING MANAGER) IN ACCORDANCE
WITH ALL APPLICABLE LAWS AND RULES.
Presentation of Financial and Other Information
All references in this Prospectus to (i) "EUR", "" or "euro" are to the currency introduced at the start of the
third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the
European Union of those members of the European Union which are participating in the European economic
and monetary union and (ii) "CHF" or "Swiss francs" is to the lawful currency of Switzerland.
Certain financial information (including percentages) included in this Base Prospectus has been rounded and,
as a result, the totals of the information presented may vary slightly from the actual arithmetic totals of such
information.
References in this Prospectus to "EBITA" shall be to earnings before interest, taxation, non-ERP related
intangible amortisation; before net acquisition, disposal and restructuring-related costs and fair value
adjustments and related tax credits.

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References in the Prospectus to the "Group" shall be to the Guarantor and its subsidiaries taken as a whole.
The language of the Prospectus is English. Certain legislative references and technical terms have been cited
in their original language in order that the correct technical meaning may be ascribed to them under
applicable law.

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TABLE OF CONTENTS
Page
OVERVIEW OF THE SECURITIES ................................................................................................................. 6
RISK FACTORS ................................................................................................................................................ 9
DOCUMENTS INCORPORATED BY REFERENCE .....................................................................................25
TERMS AND CONDITIONS OF THE SECURITIES .....................................................................................26
THE GLOBAL CERTIFICATE ........................................................................................................................46
USE OF PROCEEDS ........................................................................................................................................48
DESCRIPTION OF THE ISSUER ...................................................................................................................49
BUSINESS DESCRIPTION .............................................................................................................................50
MANAGEMENT ..............................................................................................................................................66
FORM OF GUARANTEE ................................................................................................................................72
TAXATION .......................................................................................................................................................79
SUBSCRIPTION AND SALE ..........................................................................................................................85
GENERAL INFORMATION ............................................................................................................................87

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OVERVIEW OF THE SECURITIES
This Overview should be read as an introduction to this Prospectus and any decision to invest in the Securities
should be based on a consideration of this Prospectus as a whole, including the documents incorporated by
reference herein.
Words and expressions defined in "Terms and Conditions of the Securities" (the "Conditions") below or
elsewhere in the Prospectus shall have the same meanings in this Overview.
Issuer:
Aryzta Euro Finance Limited incorporated under the laws of
Ireland and having its registered office at Grange Castle
Business Park, Clondalkin, Dublin 22, Ireland.
Guarantor:
ARYZTA AG incorporated under the laws of Switzerland and
having its registered office at Talacker 41, 8001 Zurich,
Switzerland (company number CHE-114.160.610).
The payment of principal, premium (if any), interest and
additional amounts (if any) in respect of the Securities has been
unconditionally and irrevocably guaranteed by the Guarantor
under a guarantee (the "Guarantee") dated 21 November 2014
and executed by the Guarantor.
The obligations of the Guarantor under the Guarantee constitute
direct, unsecured and subordinated obligations of the Guarantor
and rank pari passu with any Parity Obligations of the
Guarantor.
Risk Factors:
There are certain factors that may affect the Issuer's ability to
fulfil its obligations under the Securities. There are also certain
factors that may affect the Guarantor's ability to fulfil its
obligations under the Guarantee. In addition, there are certain
factors which are material for the purpose of assessing the
market risks associated with the Securities. These are set out
under "Risk Factors" below.
Description of Securities:
250,000,000 Perpetual Callable Subordinated Securities (the
"Securities"), to be issued by the Issuer on 21 November 2014
(the "Issue Date").
Managers:
BNP Paribas
J.P. Morgan Securities plc
Coöperatieve
Centrale
Raiffeisen-Boerenleenbank
B.A.
(Rabobank)
Interest:
The Securities bear interest on their price paid amount at a fixed
rate of 4.50 per cent. per annum from (and including) the Issue
Date to (but excluding) 28 March 2019 (the "First Call Date"),
and thereafter at the relevant Reset Interest Rate as defined in
Condition 5 (Interest).
Unless a Compulsory Distribution Payment Event has occurred,
the Issuer may determine in its sole discretion not to pay all or
part of the Interest Amount falling due on any Interest Payment

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Date.
If a Change of Control Event occurs, the Interest Rate will
increase once by 2.50 per cent. per annum with effect from (and
including) the earliest of (A) the Interest Payment Date
immediately following the date on which that Change of Control
Event occurs and (B) the 60th calendar day following the date
on which that Change of Control Event occurs.
Each Deferred Interest Payment will become due and payable,
and the Issuer must pay such Deferred Interest Payment, as
further set out in Condition 5.4(b), on the earliest to occur of (A)
the next Interest Payment Date in respect of which a
Compulsory Distribution Payment Event has occurred (B) the
next Interest Payment Date if the Issuer otherwise elects to pay
all or some of the interest scheduled to be paid on such Interest
Payment Date (C) the date on which all of the Securities are
redeemed and (D) the date on which the Guarantor is (or is
deemed by law or a court to be) bankrupt or the Issuer or the
Guarantor enters into dissolution and/or liquidation, whether
voluntary or not, other than pursuant to a solvent reorganisation
or restructuring where the surviving entity assumes substantially
all assets and liabilities of the Issuer or the Guarantor (as the
case may be).
Redemption
The Securities are perpetual securities in respect of which there
is no fixed redemption date and the Issuer shall only have the
right to redeem or purchase the Securities in accordance with the
provisions of Condition 6.
The Issuer may redeem the Securities (in whole but not in part)
on the First Call Date or on any Interest Payment Date thereafter
at their principal amount plus any interest accrued up to (but
excluding) the relevant Redemption Date and any outstanding
Deferred Interest Payments as further set out in Condition 6.2.
The Issuer is entitled to redeem the Securities if, among other
events, a Gross-Up Event, Change of Control Event, Tax Event
or Accounting Event occurs, in accordance with the provisions
of Condition 6.3, 6.4 and 6.5.
Events of Default:
As further set out in Condition 11, Events of Default under the
Securities include (i) certain events related to non-payment
when due of any principal or any interest or other amount due
and payable in respect of the Securities, and (ii) the Guarantor
becoming (or being deemed by law or a court to be) bankrupt or
the Issuer or the Guarantor entering into dissolution and/or
liquidation, whether voluntary or not, other than pursuant to a
solvent reorganisation or restructuring where the surviving entity
assumes substantially all assets and liabilities of the Issuer or the
Guarantor (as the case may be).
Status of the Securities:
The Securities constitute direct, unsecured and subordinated

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obligations of the Issuer ranking pari passu without any
preference among themselves and pari passu with any Parity
Obligations of the Issuer.
Variation and substitution:
Subject as provided in Condition 12, the Issuer may, at its option
and without the consent or approval of the Holders, elect to
substitute the Securities for, or vary the terms of the Securities
so that they become or remain, Qualifying Securities at any time
following the occurrence of a Gross-Up Event (as defined in
Condition 6.3), Tax Event or Accounting Event (as defined in
Condition 6.4).
Meetings of Holders and modification:
The Conditions contain provisions for calling meetings of
Holders to consider matters affecting their interests generally.
These provisions permit defined majorities to bind all Holders,
including Holders who did not attend and vote at the relevant
meeting and Holders who voted in a manner contrary to the
majority.
The Fiscal Agent may agree, without the consent of the Holders,
to any modification of the Conditions in accordance with the
provisions of Condition 13 (Meetings of Holders and
Modification).
Withholding Tax and Additional
The Issuer or the Guarantor (as the case may be) will pay such
Amounts:
Additional Amounts as may be necessary in order that the net
payment received by each Holder in respect of the Securities,
after withholding or deduction in respect of any Taxes (as
defined in Condition 8) imposed, levied, collected, withheld or
assessed by or on behalf of a Relevant Jurisdiction (as defined in
the Conditions), will equal the amount which would otherwise
have been received in respect of the Securities in the absence of
any such withholding or deduction, subject to the exceptions, as
described in Condition 8 (Taxation and Gross-Up) of the
Conditions and Clause 4 of the Guarantee.
Listing and admission to trading:
Application has been made to the Irish Stock Exchange for the
Securities to be admitted to the Official List and trading on the
Main Securities Market.
Governing Law:
The Securities and the Guarantee will be governed by, and
construed in accordance with, English law, save that Conditions
3.2 and 4.3 are governed by Irish and Swiss law respectively and
Clause 3 of the Guarantee are governed by Swiss law.
Form:
The Securities will be issued in registered form in
denominations of 100,000 and integral multiples of 1,000 in
excess thereof.

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