Obligation Eurofins Sciences S.A. 4.875% ( XS1224953882 ) en EUR

Eurofins Sciences S.A.

100 % ▲

France

XS1224953882 ( en EUR )

4.875% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Eurofins Scientific S.A XS1224953882 en EUR 4.875%, échéance Perpétuelle

100 000 EUR

300 000 000 EUR

29/04/2026 ( Dans 80 jours )

Eurofins Scientific S.A. est un groupe international de laboratoires fournissant des services d'analyses et de tests pour un large éventail de secteurs, incluant la pharmacie, l'agroalimentaire, l'environnement et l'industrie.

Eurofins Scientific S.A. a émis une obligation perpétuelle (XS1224953882) d'un montant total de 300 000 000 EUR, négociée actuellement à 100% de sa valeur nominale, offrant un taux d'intérêt annuel de 4,875% payable annuellement, avec un placement minimum de 100 000 EUR.

PROSPECTUS DATED 27 APRIL 2015

EUROFINS SCIENTIFIC S.E.
(a société européenne established under the laws of Luxembourg with its registered office at 23, Val
Fleuri, L-1526, Luxembourg and registered with the Register of Commerce and Companies of
Luxembourg under number B 167.775),
(the "Issuer") acting through its French Branch

300,000,000 Undated 8 Year Non-Call Deeply Subordinated Fixed to Floating Rate Bonds (the
"Bonds")
Issue Price: 100%

The Bonds will bear interest on their principal amount (i) from (and including) 29 April 2015 ("Issue
Date"), to (but excluding) 29 April 2023 (the "First Call Date"), at a fixed rate of 4.875 per cent. per
annum payable annually in arrears on 29 April in each year commencing 29 April 2016 and, (ii) thereafter
quarterly in arrears on 29 July, 29 October, 29 January and 29 April in each year (each, a "Floating Rate
Interest Payment Date") commencing on (and including) the First Call Date, at a rate per annum
calculated on the basis of the European inter bank offered rate for three month deposits in Euro as further
described in "Terms and Conditions of the Bonds Interest and Interest Deferral - Floating Rate of
Interest".
Payment of interest on the Bonds may, at the option of the Issuer, be deferred, as set out in "Terms and
Conditions of the Bonds Interest and Interest Deferral".
The Bonds are undated obligations of the Issuer and have no fixed maturity date. However, the Issuer will
have the right to redeem the Bonds in whole, but not in part, on the First Call Date and on any Floating
Rate Interest Payment Date thereafter, as defined and further described in "Terms and Conditions of the
Bonds Redemption and Purchase". The Issuer may, and in certain circumstances shall, also redeem the
Bonds upon the occurrence of a Gross-Up Event, a Withholding Tax Event, a Tax Deductibility Event, an
Accounting Event, a Substantial Repurchase Event or a Change of Control Event, as further described in
"Terms and Conditions of the Bonds Redemption and Purchase".
Payments of principal and interest on the Bonds will be made in Euro without deduction for or on account
of taxes of the French Republic, unless required by law (See "Terms and Conditions of the Bonds--
Taxation").
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF"), which
is the Luxembourg competent authority for the purpose of Directive 2003/71/EC (as amended by, inter
alia, Directive 2010/73/EU) (the "Prospectus Directive"), for this Prospectus to be approved as a
prospectus within the meaning of Article 5.3 of the Prospectus Directive (the "Prospectus").
By approving this Prospectus, the CSSF assumes no responsibility and does not give any undertaking
with regard to the economic and financial soundness of the transaction and the quality and solvency of the
Issuer in accordance with Article 7(7) of the Luxembourg law of 10 July 2005 implementing the
Prospectus Directive, as amended (the "Prospectus Law"). Application has been made for the Bonds to
be admitted to listing on the official list of the Luxembourg Stock Exchange and trading on the Regulated
Market (as defined below) of the Luxembourg Stock Exchange.
The Regulated Market of the Luxembourg Stock Exchange is a regulated market for the purposes of the
Markets in Financial Instruments Directive 2004/39/EC (a "Regulated Market"). References in this
document to the Luxembourg Stock Exchange (the "Luxembourg Stock Exchange") and all related
references shall include its Regulated Market.
The Bonds 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 United States tax law requirements. The Bonds are
being offered outside the United States by the Joint Lead Managers (as defined in "Subscription and
Sale") in accordance with Regulation S under the Securities Act ("Regulation S"), and may not be
offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the Securities Act.
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The Bonds will be in bearer form and in the denomination of Euro 100,000 each and integral multiples of
Euro 1,000 in excess thereof. The Bonds may be held and transferred, and will be offered and sold, in the
principal amount of Euro 100,000 and integral multiples of Euro 1,000 in excess thereof. The Bonds will
initially be in the form of a temporary global Bond (the "Temporary Global Bond"), without interest
coupons, which will be deposited on or around 29 April 2015 (the "Closing Date") with a common
safekeeper for Euroclear Bank S.A./N.V. ("Euroclear") whose registered address is 1, Boulevard du Roi
Albert II, 1210, Brussels, Belgium and Clearstream Banking, société anonyme ("Clearstream,
Luxembourg" and, together with Euroclear, the "ICSDs") whose registered address is 42, Avenue J.F.
Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg. The Temporary Global Bond will be
exchangeable, in whole or in part, for interests in a permanent global Bond (the "Permanent Global
Bond"), without interest coupons, not earlier than 40 days after the Closing Date upon certification as to
non-U.S. beneficial ownership. Interest payments in respect of the Bonds cannot be collected without
such certification of non-U.S. beneficial ownership. The Permanent Global Bond will be exchangeable in
certain limited circumstances in whole, but not in part, for Bonds in definitive form in the denomination
of Euro 100,000 each and with interest coupons attached. See "Overview of Provisions Relating to the
Bonds in Global Form".

Prospective investors should have regard to the factors described in the section headed "Risk
Factors" in the Prospectus.

Joint Lead Managers

BNP PARIBAS
HSBC
SOCIÉTÉ GÉNÉRALE
CORPORATE &
INVESTMENT BANKING

Prospectus dated 27 April 2015
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CONTENTS

Page
IMPORTANT NOTICES ............................................................................................................................. 1
RISK FACTORS .......................................................................................................................................... 3
INFORMATION INCORPORATED BY REFERENCE ............................................................................ 9
TERMS AND CONDITIONS OF THE BONDS ...................................................................................... 15
OVERVIEW OF PROVISIONS RELATING TO THE BONDS IN GLOBAL FORM ........................... 28
USE OF PROCEEDS ................................................................................................................................. 30
DESCRIPTION OF THE ISSUER............................................................................................................. 31
TAXATION ............................................................................................................................................... 32
SUBSCRIPTION AND SALE ................................................................................................................... 37
GENERAL INFORMATION .................................................................................................................... 39

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IMPORTANT NOTICES
The Issuer accepts responsibility for the information contained or incorporated by reference in this Prospectus and
declares that, having taken all reasonable care to ensure that such is the case, the information contained or
incorporated by reference in this Prospectus to the best of its knowledge is in accordance with the facts and contains
no omission likely to affect its import.
This Prospectus has been prepared for the purpose of giving information with regard to the Issuer and its
Subsidiaries (as defined in the Terms and Conditions) (the "Group") and the Bonds which is necessary to enable
investors to make an informed assessment of the assets and liabilities, financial position and profit and losses of the
Issuer and the Group.
This Prospectus is to be read in conjunction with all the documents which are incorporated herein by reference.
However, any hyperlinks included in the Prospectus are for information purposes only and do not form part of the
Prospectus.
The Issuer has confirmed to the joint lead managers named under "Subscription and Sale" below (the "Joint Lead
Managers") that this Prospectus and the documents incorporated by reference herein contain all information
regarding the Issuer, the Group and the Bonds which is (in the context of the issue of the Bonds) material; such
information is true and accurate in all material respects and is not misleading in any material respect; any opinions,
predictions or intentions expressed in this Prospectus on the part of the Issuer are honestly held or made and are not
misleading in any material respect; this Prospectus does not omit to state any material fact necessary to make such
information, opinions, predictions or intentions (in such context) not misleading in any material respect; and all
proper enquiries have been made to ascertain and to verify the foregoing.
The Issuer has not authorised the making or provision of any representation or information regarding the Issuer, the
Group or the Bonds other than as contained in this Prospectus or as approved for such purpose by the Issuer. Any
such representation or information should not be relied upon as having been authorised by the Issuer or the Joint
Lead Managers.
Neither the Joint Lead Managers nor any of their respective affiliates have authorised the whole or any part of this
Prospectus and none of them makes any representation or warranty or accepts any responsibility as to the accuracy
or completeness of the information contained or incorporated by reference in this Prospectus. Neither the delivery
of this Prospectus nor the offering, sale or delivery of any Bond shall in any circumstances create any implication
that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the
condition (financial or otherwise) of the Issuer or the Group since the date of this Prospectus. Neither this
Prospectus nor any other financial statements are intended to provide the basis of any credit or other evaluation and
should not be considered as a recommendation by any of the Issuer and the Joint Lead Managers that any recipient
of this Prospectus or any other financial statements should purchase the Bonds. Each potential purchaser of Bonds
should determine for itself the relevance of the information contained in this Prospectus and its purchase of Bonds
should be based upon such investigation as it deems necessary. None of the Joint Lead Managers undertakes to
review the financial condition or affairs of the Issuer or the Group during the life of the arrangements contemplated
by this Prospectus nor to advise any investor or potential investor in the Bonds of any information coming to the
attention of any of the Joint Lead Managers.
This Prospectus does not constitute an offer of, or an invitation to subscribe for or purchase, any Bonds and should
not be considered as a recommendation by the Issuer, the Joint Lead Managers or any of them that any recipient of
the Prospectus should subscribe for or purchase the Bonds. Each recipient of this Prospectus shall be deemed to
have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer.
The distribution of this Prospectus and the offering, sale and delivery of Bonds in certain jurisdictions may be
restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and the Joint Lead
Managers to inform themselves about and to observe any such restrictions. For a description of certain restrictions
on offers, sales and deliveries of Bonds and on distribution of this Prospectus and other offering material relating to
the Bonds, see "Subscription and Sale".
In particular, the Bonds have not been and will not be registered under the Securities Act and are subject to United
States tax law requirements. Subject to certain exceptions, Bonds may not be offered, sold or delivered within the
United States or to U.S. persons.
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In this Prospectus, unless otherwise specified, references to a "Member State" are references to a Member State of
the European Economic Area, references to "Euro" 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 introduction of the euro, as amended.
In connection with the issue of the Bonds, BNP Paribas (the "Stabilising Manager") (or persons acting on
behalf of the Stabilising Manager) may over allot Bonds or effect transactions with a view to supporting the
price of the Bonds at a level higher than that which might otherwise prevail ("stabilising action"). 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 Bonds 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 Bonds and 60 days after the date of the
allotment of the Bonds. Any stabilisation action or over-allotment must be conducted by the Stabilising
Manager (or persons acting on behalf of the Stabilising Manager) in accordance with all applicable laws and
rules.
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RISK FACTORS
The following is a description of risk factors which are material in respect of the Bonds and the financial
situation of the Issuer and which may affect the Issuer's ability to fulfil its obligations under the Bonds
and which prospective investors should consider carefully before deciding to purchase the Bonds. The
sequence in which the following risk factors are listed is not an indication of their likelihood to occur or
of the extent of their commercial consequences. Prospective investors should read and consider all of the
information provided in this Prospectus or incorporated by reference in this Prospectus and should make
their own independent evaluations of all risk factors and consult with their own professional advisers if
they consider it necessary. Terms defined in "Terms and Conditions of the Bonds" below shall have the
same meaning where used below.
Risks Relating to the Issuer
Information contained under section 6 of the Issuer's 2014 Annual Report (as this term is defined below)
entitled "Risk factors" shall be deemed to be incorporated by reference into, and form part of, this
Prospectus by way of the cross-reference table under the Section entitled "Information Incorporated by
Reference".
Risk Relating to the Bonds
There is no active trading market for the Bonds.
The Bonds are new securities which may not be widely distributed and for which there is currently no
active trading market. If the Bonds are traded after their initial issuance, they may trade at a discount to
their initial offering price, depending upon prevailing interest rates, the market for similar securities,
general economic conditions and the financial condition of the Issuer and the Group. Although
application has been made for the Bonds to be admitted to listing on the official list and trading on the
Luxembourg Stock Exchange's Regulated Market, there is no assurance that such application will be
accepted or that an active trading market will develop. Accordingly, there is no assurance as to the
development or liquidity of any trading market for the Bonds.
Because the Global Bonds are held by or on behalf of Euroclear and Clearstream, Luxembourg,
investors will have to rely on their procedures for transfer, payment and communication with the
Issuer.
The Bonds will be represented by the Global Bonds except in certain limited circumstances described in
"Overview of Provisions Relating to the Bonds in Global Form". The Global Bonds will be deposited
with a Common Safekeeper (as defined in the Terms and Conditions) for Euroclear and Clearstream,
Luxembourg. Except in certain limited circumstances described in "Overview of Provisions Relating to
the Bonds in Global Form", investors will not be entitled to receive definitive Bonds. Euroclear and
Clearstream, Luxembourg will maintain records of the beneficial interests in the Global Bonds. While the
Bonds are represented by the Global Bonds, investors will be able to trade their beneficial interests only
through Euroclear and Clearstream, Luxembourg.
The Issuer will discharge its principal and interest payment obligations under the Bonds by making
payments to or to the order of the Common Safekeeper for distribution to their account holders. A record
of each payment made, distinguishing between payments of principal and payments of interest, shall be
recorded pro rata upon the instruction of the Paying Agent, in the records held by the Common
Safekeeper and such registration in the record held by Common Safekeeper shall be evidence that the
payment has been made. A holder of a beneficial interest in a Global Bond must rely on the procedures of
Euroclear and Clearstream, Luxembourg to receive payments under the Bonds. The Issuer has no
responsibility or liability for the records relating to, or payments made in respect of, beneficial interests in
the Global Bonds.
Holders of beneficial interests in the Global Bonds will not have a direct right to vote in respect of the
Bonds. Instead, such holders will be permitted to act only to the extent that they are enabled by Euroclear
and Clearstream, Luxembourg to appoint appropriate proxies.
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Minimum Denomination
As the Bonds have a denomination consisting of the minimum denomination plus a higher integral
multiple of another smaller amount, it is possible that the Bonds may be traded in amounts in excess of
Euro 100,000 (or its equivalent) that are not integral multiples of Euro 100,000 (or its equivalent). In
such case a Bondholder who, as a result of trading such amounts, holds a principal amount of less than the
minimum denomination may not receive a Definitive Bond in respect of such holding (should Definitive
Bonds be printed) and would need to purchase a principal amount of Bonds such that its holding amounts
to the minimum denomination.
The Bonds may not be a suitable investment for all investors
Each potential investor in the Bonds must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(a)
have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the
merits and risks of investing in the relevant Bonds and the information contained in this
Prospectus;
(b)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Bonds and the impact the relevant Bonds will
have on its overall investment portfolio;
(c)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Bonds, including where the currency of the Bonds is different from the potential investor's
currency;
(d)
understand thoroughly the terms of the Bonds; and
(e)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
Modification and waivers
The Conditions of the Bonds contain provisions for calling General Meetings of Bondholders to consider
matters affecting their interests generally. These provisions permit defined majorities to bind all
Bondholders including Bondholders who did not attend and vote at the relevant General Meeting and
Bondholders who voted in a manner contrary to the majority.
Legality of purchase
Neither the Issuer, the Joint Lead Managers nor any of their respective affiliates has or assumes
responsibility for the lawfulness of the acquisition of the Bonds by a prospective investor of the Bonds,
whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates (if
different), or for compliance by that prospective investor with any law, regulation or regulatory policy
applicable to it.
Change of law
The Terms and Conditions of the Bonds are based on Luxembourg law in effect as at the date of this
Prospectus as applied by the courts and other competent authorities in Luxembourg. No assurance can be
given as to the impact of any possible judicial decision or change in Luxembourg law or the official
application or interpretation of Luxembourg law after the date of this Prospectus.
Currency risk
Prospective investors of the Bonds should be aware that an investment in the Bonds may involve
exchange rate risks. The Bonds may be denominated in a currency other than the currency of the
purchaser's home jurisdiction. Exchange rates between currencies are determined by factors of supply and
demand in the international currency markets which are influenced by macro economic factors,
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speculation and central bank and government intervention (including the imposition of currency controls
and restrictions). Fluctuations in exchange rates may affect the value of the Bonds.
Market Value of the Bonds
The market value of the Bonds will be affected by the creditworthiness of the Issuer and a number of
additional factors, including market interest and yield rates. The value of the Bonds depends on a number
of interrelated factors, including economic, financial and political events in Luxembourg or elsewhere,
including factors affecting capital markets generally and the stock exchanges on which the Bonds are
admitted to trading. The price at which a Bondholder will be able to sell the Bonds may be at a discount,
which could be substantial, from the issue price or the purchase price paid by such purchaser.
Taxation
Potential purchasers and sellers of the Bonds should be aware that they may be required to pay taxes or
other documentary charges or duties in accordance with the laws and practices of the country where the
Bonds are transferred or other jurisdictions. Potential investors are advised not to rely upon the tax
overview contained in this Prospectus but to ask for their own tax adviser's advice on their individual
taxation with respect to the acquisition, sale and redemption of the Bonds. Only these advisors are in a
position to duly consider the specific situation of the potential investor. This investment consideration
should be read in connection with the taxation sections of this Prospectus.
Savings Directive
On 3 June 2003, the European Council of Economics and Finance Ministers adopted a directive
2003/48/EC on the taxation of savings income in the form of interest payments (the "Savings Directive").
The Savings Directive requires Member States, subject to a number of conditions being met, to provide to
the tax authorities of other Member States details of payments of interest and other similar income within
the meaning of the Savings Directive made by a paying agent located within their jurisdiction to an
individual resident in that other Member State or to certain limited types of entities (within the meaning
of article 4.2 of the Savings Directive) established in that other Member State (or certain dependent or
associated territories). However, for a transitional period, Austria is instead required to operate a
withholding system in relation to such payments (the ending of such transitional period being dependent
upon the conclusion of certain other agreements relating to information exchange with certain other
countries). A number of non-EU countries and territories have adopted similar measures (see "Taxation 
Savings Directive").
On 24 March 2014, the Council of the European Union adopted a Council Directive 2014/48/EU
amending and broadening the scope of the requirements described above. Member States are required to
adopt and publish by 1 January 2016 laws and regulations necessary to comply with this Directive and to
apply these new requirements from 1 January 2017. The changes will expand the range of payments
covered by the Savings Directive, in particular to include additional types of income payable on
securities. The Directive will also expand the circumstances in which payments that indirectly benefit an
individual resident in a Member State must be reported. This approach will apply to payments made to, or
secured for, persons, entities or legal arrangements (including trusts) where certain conditions are
satisfied, and may in some cases apply where the person, entity or arrangement is established or
effectively managed outside of the European Union. The changes referred to above will broaden the types
of payments subject to withholding in those Member States which still operate a withholding system
when they are implemented.
Pursuant to the "Terms and Conditions of the Bonds", if a payment were to be made or collected through a
Member State which has opted for a withholding system under the Savings Directive and an amount of,
or in respect of, tax is withheld from that payment, neither the Issuer nor any Paying Agent nor any other
person would be obliged to pay additional amounts with respect to any Bond, as a result of the imposition
of such withholding tax. The Issuer is only required to maintain a Paying Agent in a Member State that is
not obliged to withhold or deduct tax pursuant to the Savings Directive.
The Bonds are lowest ranking subordinated obligations of the Issuer
The Issuer's obligations under the Bonds are direct, unconditional, unsecured and deeply subordinated
obligations (engagements subordonnés de dernier rang) of the Issuer and rank and will rank pari passu
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among themselves, with the Existing Deeply Subordinated Bonds and pari passu with all other present
and future instruments issued, entered into or guaranteed by the Issuer which rank ) (a) junior to titres
participatifs or any equivalent (to the extent existing) under Luxembourg law issued by, and prêts
participatifs or any equivalent (to the extent existing) under Luxembourg law granted to, the Issuer, to
Ordinary Subordinated Obligations and to Unsubordinated Obligations of, or issued by, the Issuer and (b)
in priority to any classes of Share Capital Securities issued by the Issuer. If any judgment is issued by any
competent court for the judicial liquidation (liquidation judiciaire) of the Issuer or, following the sale of
the whole of the business (cession totale de l'entreprise) of the Issuer or, in the event of the opening of
insolvency proceedings (within the meaning of Council Regulation (EC) n° 1346/2000 of 29 May 2000
on insolvency proceedings the "EU Insolvency Regulation") in the relevant jurisdiction in respect of the
Issuer or, in the event of the voluntary dissolution of the Issuer or, if the Issuer has been liquidated for any
other reason, the rights of the Bondholders will be calculated on the basis of the principal amount of the
Bonds together with accrued interest on such principal amount, Outstanding Amounts and accrued
interest on such Outstanding Amounts and to the extent that all other creditors of the Issuer (including
Unsubordinated Creditors of the Issuer, Ordinary Subordinated Creditors of the Issuer, lenders in relation
to prêts participatifs or any equivalent (to the extent existing) under Luxembourg law granted to the
Issuer and holders of titres participatifs or any equivalent (to the extent existing) under Luxembourg law
issued by the Issuer) ranking in priority to the Bondholders have been or will be fully reimbursed, as
ascertained by the receiver (curateur) or the liquidator (liquidateur). On a liquidation of the Issuer, no
payments will be made to holders of Share Capital Securities before all amounts due, but unpaid, to all
Bondholders under the Bonds have been paid by the Issuer. Thus, the Bondholders face a higher
performance risk than holders of unsubordinated and ordinary subordinated obligations of the Issuer.
The insolvency laws of Luxembourg may not be as favourable to Bondholders as laws of another
jurisdiction with which holders are familiar

In the event that the Issuer becomes insolvent, insolvency proceedings (e.g. in particular bankruptcy
proceedings (faillite), controlled management proceedings (gestion contrôlée) and composition
proceedings with creditors (concordat préventif de faillite)) may be opened in Luxembourg to the extent
that the Issuer has its centre of main interest located in Luxembourg or an establishment in Luxembourg
within the meaning the EU Insolvency Regulation (in relation to secondary proceedings assuming in this
case that the centre of main interests is located in a jurisdiction where the EU Insolvency Regulation is
applicable). If a Luxembourg court having jurisdiction opens bankruptcy proceedings against the Issuer,
all measures of enforcement against the Issuer will be suspended, except, subject to certain limited
exceptions, for enforcement by secured creditors. In addition, the Bondholders' ability to receive
payment on the Bonds may be affected by a decision of a Luxembourg court to grant a stay on payments
(sursis de paiement) as provided by articles 593 et seq of the Luxembourg Code of Commerce or to put
the Issuer into judicial liquidation (liquidation judiciaire) pursuant to article 203 of Luxembourg
Company Law. Judicial liquidation proceedings may be opened at the request of the public prosecutor
against companies pursuing an activity violating criminal laws or that are in serious breach or violation of
the Luxembourg Code of Commerce or of the laws governing commercial companies, including
Luxembourg Company Law. Liability of the Issuer in respect of the Bonds, in each case, in the event of a
liquidation of the Issuer following bankruptcy or judicial liquidation proceedings, only rank after the cost
of liquidation (including any debt incurred for the purpose of such liquidation) and those other debts that
are entitled to priority as further described in the section headed "the Bonds are lowest ranking
subordinated obligation of the Issuer". Luxembourg insolvency laws may also affect transactions entered
into or payments made by the Issuer during the period before bankruptcy, the so-called ``hardening
period" (période suspecte) which is a maximum of six months (and ten days, depending on the transaction
in question) preceding the judgment declaring bankruptcy, except that in certain specific situations the
court may set the start of the suspect period at an earlier date pursuant to article 613 of the Luxembourg
Code of Commerce. Insolvency proceedings may therefore have a material adverse effect on the Issuer's
obligations under the Bonds.

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The Bonds are undated securities
The Bonds are undated securities, with no specified maturity date. The Issuer is under no obligation to
redeem the Bonds at any time and the Bondholders have no right to require redemption of the Bonds.
Therefore, prospective investors should be aware that they may be required to bear the financial risks of
an investment in the Bonds for an indefinite period and may not recover their investment in a foreseeable
future.
There are no events of default under the Bonds
The Conditions of the Bonds do not provide for events of default allowing acceleration of the Bonds if
certain events occur. Accordingly, if the Issuer fails to meet any obligations under the Bonds, including
the payment of any interest, investors will not have the right to require the early redemption of principal.
Upon a payment default, the sole remedy available to Bondholders for recovery of amounts owing in
respect of any payment of principal or interest on the Bonds will be the institution of proceedings to
enforce such payment. Notwithstanding the foregoing, the Issuer will not, by virtue of the institution of
any such proceedings, be obliged to pay any sum or sums sooner than the same would otherwise have
been payable by it.
Deferral of interest payments
On any Optional Interest Payment Date, the Issuer may elect to defer payment of all (but not some only)
of the interest accrued to that date, and the Issuer shall not have any obligation to make such payment and
any failure to pay shall not constitute a default by the Issuer for any purpose.
Any interest not paid on an Optional Interest Payment Date and deferred shall constitute Outstanding
Amounts and may be paid in whole, but not in part, at any time, provided that all Outstanding Amounts in
respect of all Bonds for the time being outstanding shall become due and payable in full on the date which
is the earliest of:
i.
the occurrence of an Interest Payment Date which is not an Optional Interest
Payment Date;
ii.
the Issuer, at its discretion, makes a payment of interest on an Optional Interest
Payment Date;
iii.
the redemption of the Bonds;
iv.
an order is made for the winding up, dissolution or liquidation of the Issuer.
Any deferral of interest payments will be likely to have an adverse effect on the market price of the
Bonds. In addition, as a result of the above provisions of the Bonds, the market price of the Bonds may
be more volatile than the market prices of other debt securities on which interest accrues that are not
subject to the above provisions and may be more sensitive generally to adverse changes in the Issuer's
financial condition.
Early redemption risk
The Issuer may redeem the Bonds in whole, but not in part, on the applicable Interest Payment Date
falling on the First Call Date or on any Interest Payment Date thereafter.
The Issuer may, and in certain circumstances shall, also redeem the Bonds in whole, but not in part, upon
the occurrence of a Gross-Up Event, a Withholding Tax Event, a Tax Deductibility Event, an Accounting
Event, a Substantial Repurchase Event or a Change of Control Event, as further described in Condition 4
of the Terms and Conditions of the Bonds.
Such redemptions will be made at (a) 100 per cent. of the principal amount of the Bonds together with
any accrued interest and any Outstanding Amounts (together with interest accrued thereon at the
Prevailing Rate in accordance with the Terms and Conditions of the Bonds) up to the date of redemption
of the Bonds, or (b) in the case where the redemption of such Bonds occurs before the First Call Date, as
a result of any Accounting Event or Tax Deductibility Event, 101 per cent. of the principal amount of the
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