Obligation Intesa Sanpaolo SpA 2.2% ( XS1958656982 ) en EUR

Intesa Sanpaolo SpA

100 % ⇌

Italie

XS1958656982 ( en EUR )

2.2% par an ( paiement annuel )

11/03/2029 - Obligation échue

Prospectus brochure de l'obligation Intesa Sanpaolo S.p.A XS1958656982 en EUR 2.2%, échue

Intesa Sanpaolo S.p.A. est une banque italienne multinationale, l'une des plus grandes d'Europe, offrant une large gamme de services bancaires et financiers aux particuliers, aux entreprises et aux institutions.

L'obligation italienne Intesa Sanpaolo S.p.A. (XS1958656982), émise en EUR à un taux d'intérêt de 2,2% et arrivant à échéance le 11/03/2029, a été remboursée à 100% à sa maturité.

BASE PROSPECTUS

BANCA IMI S.p.A.
(incorporated with limited liability in the Republic of Italy)
EURO MEDIUM TERM NOTE PROGRAMME
Under this Euro Medium Term Note Programme (the Programme) Banca IMI S.p.A. (the Issuer) may from time to
time issue notes in bearer or registered form (respectively, Bearer Notes and Registered Notes and, together, the Notes)
denominated in any currency determined by the Issuer.
For the purposes of Directive 2003/71/EC, as amended (which includes the amendments made 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) and relevant implementing measures in Ireland, this document (the Base Prospectus)
constitutes a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in
Ireland for the purpose of giving information with regard to the issue of the Notes under the Programme during the
period of 12 months after the date hereof.
The Base Prospectus has been approved by the Central Bank of Ireland, as competent authority under the Prospectus
Directive. The Central Bank of Ireland only approves this Base Prospectus as meeting the requirements imposed under
Irish and EU law pursuant to the Prospectus Directive. Such approval relates only to the Notes which are to be admitted
to trading on the regulated market of the Irish Stock Exchange plc trading as Euronext Dublin (Euronext Dublin) or
other regulated markets for the purposes of Directive 2014/65/EU (MiFID II) or which are to be offered to the public in
a Member State of the European Economic Area.
Application has been made to Euronext Dublin for Notes issued under the Programme to be admitted to the official list
(the Official List) and trading on its regulated market. The regulated market of Euronext Dublin is a regulated market
for the purposes of MiFID II.
Notes may, in certain circumstances, also be admitted to the electronic order book for retail bonds (the ORB) of the
London Stock Exchange plc (the London Stock Exchange).
The Notes will be issued in such denominations as may be specified by the Issuer and indicated in the applicable Final
Terms (as defined below) save that the minimum denomination of each Note admitted to trading on a European
Economic Area exchange or offered to the public in a Member State of the European Economic Area in circumstances
which require the publication of a prospectus under the Prospectus Directive will be 1,000 (or, if the Notes are
denominated in a currency other than euro, the equivalent amount in such currency) or such other higher amount as may
be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations
applicable to the relevant Specified Currency.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes
and any other terms and conditions which are applicable to each Tranche of Notes will be set out in a final terms
document (the Final Terms) which, with respect to Notes listed on Euronext Dublin, will be delivered to the Central
Bank of Ireland on or before the date of issue of the Notes of such Tranche.
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further
stock exchange(s) or markets as the Issuer may determine. The Issuer may also issue unlisted Notes and/or Notes not
admitted to trading on any market.
Notes may be issued on a continuing basis and may be distributed by way of private or public placement as specified in
the applicable Final Terms. If the applicable Final Terms so specify, Notes may be distributed to one or more Managers
(each a Manager).
The Issuer has been rated Baa1 (long-term) and P-2 (short-term) with stable outlook by Moody's Italia S.r.l. (Moody's),
BBB (long-term) and A-2 (short-term) with stable outlook by S&P Global Ratings Italy S.r.l. (S&P Global) and BBB
(long-term) and F2 (short term) with stable outlook by Fitch Ratings Ltd. (Fitch). Each of Moody's, S&P Global and
Fitch is established in the European Union and is registered under the Regulation (EC) no. 1060/2009 (as amended) (the
CRA Regulation). As such each of Moody's, S&P Global and Fitch is included in the list of credit rating agencies
published
by
the
European
Securities
and
Markets
Authority
on
its
website
(at
https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation. Notes

1

issued under the Programme may be rated or unrated by any one or more of the rating agencies referred to above.
Where a Tranche of Notes is rated, such rating will be specified in the applicable Final Terms. A credit rating is not a
recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by
the assigning rating agency.
Prospective purchasers of Notes should ensure that they understand the nature of the relevant Notes and the
extent of their exposure to risks and that they consider the suitability of the relevant Notes as an investment in
the light of their own circumstances and financial condition. It is the responsibility of prospective purchasers to
ensure that they have sufficient knowledge, experience and professional advice to make their own legal, financial,
tax, accounting and other business evaluation of the merits and risks of investing in the Notes and are not relying
on the advice of the Issuer or, if relevant, any Manager in that regard. See "Risk Factors" on pages 31 to 50.
IMPORTANT EEA RETAIL INVESTORS - If the Final Terms in respect of any Notes includes a legend entitled
"Prohibition of Sales to EEA Retail Investors", the Notes are not intended, from 1 January 2018, to be offered, sold or
otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the
meaning of Directive 2002/92/EC ("IMD"), where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive.
Consequently no key information document required by Regulation (EU) No. 1286/2014 (the "PRIIPs Regulation")
for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared
and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be
unlawful under the PRIIPS Regulation.
Amounts payable under the Notes may be calculated or otherwise determined by reference to one or more reference
rates that may constitute "benchmarks" for the purposes of Regulation (EU) No. 2016/1011 of the European Parliament
and of the Council of 8 June 2016 (the "Benchmark Regulation" or "BMR"). If any such reference rate does constitute
such a benchmark the applicable final terms will indicate whether or not the benchmark is provided by an administrator
included in the register of administrators and benchmarks established and maintained by the European Securities and
Markets Authority ("ESMA") pursuant to Article 36 of the BMR. Not every reference rate will fall within the scope of
the Benchmark Regulation. Furthermore, pursuant to article 51 of the BMR, transitional provisions in the Benchmark
Regulation may have the result that the administrator of a particular benchmark is not required to appear in the register
of administrators and benchmarks at the date of the applicable final terms. The registration status of any administrator
under the BMR is a matter of public record and, save where required by applicable law, the Issuer does not intend to
update the applicable final terms to reflect any change in the registration status of the administrator.
If the applicable Final Terms specify that Condition 7(ii) is applicable, the Issuer is not obliged to gross up any
payments in respect of the Notes and shall not be liable for or otherwise obliged to pay any tax, duty, withholding or
other payment which may arise as a result of the ownership, transfer, presentation and surrender for payment, or
enforcement of any Note and all payments made by the Issuer shall be made subject to any such tax, duty, withholding
or other payment which may be required to be made, paid, withheld or deducted.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities
Act), and may not be offered, delivered, or sold within the United States to, or for the account or benefit of, U.S.
persons (as defined in regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act. The Notes are being offered and sold outside the
United States in reliance on Regulation S under the Securities Act. There will be no public offering of the Notes in the
United States. See "Subscription and Sale".
The Notes will be issued in bearer form or in registered form. See "Form of the Notes" for further description of the
manner in which Notes will be issued.
The date of this Base Prospectus is 3 July 2018.

2

This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive.
Banca IMI S.p.A., with its registered office at Largo Mattioli 3, 20121 Milan (the Responsible Person), accepts
responsibility for the information contained in this Base Prospectus. To the best of the knowledge of the Issuer
(having taken all reasonable care to ensure that such is the case) the information contained in this Base
Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such
information.
Certain information under the heading "Clearing and Settlement" on pages 142 to 144 has been extracted from
information provided by the clearing systems referred to therein. The Issuer confirms that such information has
been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by
the relevant clearing systems, no facts have been omitted which would render the reproduced information
inaccurate or misleading.
This Base Prospectus is to be read and construed in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference" below) and, in relation to any
Tranche of Notes, should be read and construed together with the applicable Final Terms. This Base Prospectus
shall be read and construed on the basis that such documents are incorporated and form part of this Base
Prospectus.
Copies of Final Terms will be available from the registered office of the Issuer and the specified office(s) set out
below of the Paying Agent(s) (as defined below).
No person is or has been authorised by the Issuer to give any information or to make any representation not
contained in or not consistent with this Base Prospectus or any other information supplied in connection with the
Programme or the Notes and, if given or made, such information or representation must not be relied upon as
having been authorised by the Issuer or any Manager of an issue of Notes.
No Manager has 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 any
Manager as to the accuracy or completeness of the information contained or incorporated in this Base
Prospectus or any other information provided by the Issuer in connection with the Programme.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or any Notes
(i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a
recommendation by the Issuer that any recipient of this Base Prospectus or any other information supplied in
connection with the Programme or any Notes should purchase any Notes. Each investor contemplating
purchasing any Notes should make its own independent investigation of the financial condition and affairs, and
its own appraisal of the creditworthiness, of the Issuer. Neither this Base Prospectus nor any other information
supplied in connection with the Programme or the issue of any Notes constitutes an offer or invitation by or on
behalf of the Issuer or any Manager to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any Notes
shall in any circumstances imply that the information contained herein concerning the Issuer is correct at any
time subsequent to the date hereof or that any other information supplied in connection with the Programme is
correct as of any time subsequent to the date indicated in the document containing the same or that there has
been no material adverse change in the prospects of the Issuer since the date thereof or, if later, the date upon
which this Base Prospectus has been most recently amended or supplemented. Investors should review, inter
alia, the most recently published documents incorporated by reference into this Base Prospectus when deciding
whether or not to purchase any Notes.

3

The Bearer Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the
United States or its possessions or to United States persons, except in certain transactions permitted by U.S.
Treasury Regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal
Revenue Code of 1986, as amended (the "Code"), and the U.S. Treasury Regulations promulgated thereunder.
IMPORTANT INFORMATION RELATING TO PUBLIC OFFERS OF NOTES WHERE THERE IS NO
EXEMPTION FROM THE OBLIGATION UNDER THE PROSPECTUS DIRECTIVE TO PUBLISH A
PROSPECTUS
Restrictions on Public Offers of Notes in Relevant Member States where there is no exemption from the
obligation under the Prospectus Directive to publish a prospectus.
Certain Tranches of Notes with a denomination of less than 100,000 (or its equivalent in any other currency) may be
offered in circumstances where there is no exemption from the obligation under the Prospectus Directive to publish a
prospectus. Any such offer is referred to as a Public Offer. This Base Prospectus has been prepared on a basis that
permits Public Offers of Notes in each Member State in relation to which the Issuer has given its consent, as specified
in the applicable Final Terms (each specified Member State a Public Offer Jurisdiction and together the Public Offer
Jurisdictions).
Any person making or intending to make a Public Offer of Notes on the basis of this Base Prospectus must do so
only with the Issuer's consent to use this Base Prospectus as provided under "Consent given in accordance with
Article 3.2 of the Prospectus Directive (Retail Cascades)" and provided such person complies with the conditions
attached to that consent.
Save as provided above, neither the Issuer nor any Manager have authorised, nor do they authorise, the making of any
Public Offer of Notes in circumstances in which an obligation arises for the Issuer or any Manager to publish or
supplement a prospectus for such offer.
Consent given in accordance with Article 3.2 of the Prospectus Directive (Retail Cascades)
In the context of a Public Offer of such Notes, the Issuer accepts responsibility, in each of the Public Offer Jurisdictions,
for the content of this Base Prospectus in relation to any person (an Investor) who acquires any Notes in a Public Offer
made by any Manager or an Authorised Offeror (as defined below), where that offer is made during the Offer Period
specified in the applicable Final Terms and provided that the conditions attached to the giving of consent for the use of
this Base Prospectus are complied with. The consent and conditions attached to it are set out under "Consent" and
"Common Conditions to Consent" below.
None of the Issuer or any Manager makes any representation as to the compliance by an Authorised Offeror with any
applicable conduct of business rules or other applicable regulatory or securities law requirements in relation to any
Public Offer and none of the Issuer or any Manager has any responsibility or liability for the actions of that Authorised
Offeror.
Except in the circumstances set out in the following paragraph, the Issuer has not authorised the making of any
Public Offer by any offeror and the Issuer has not consented to the use of this Base Prospectus by any other
person in connection with any Public Offer of Notes. Any Public Offer made without the consent of the Issuer is
unauthorised and neither the Issuer nor, for the avoidance of doubt, any Manager accepts any responsibility or
liability in relation to such offer or for the actions of the persons making any such unauthorised offer.
If, in the context of a Public Offer, an Investor is offered Notes by a person which is not an Authorised Offeror, the
Investor should check with that person whether anyone is responsible for this Base Prospectus for the purposes of the
relevant Public Offer and, if so, who that person is. If the Investor is in any doubt about whether it can rely on this Base
Prospectus and/or who is responsible for its contents it should take legal advice.
Consent

4

In connection with each Tranche of Notes and subject to the conditions set out below under "Common Conditions to
Consent":
Specific consent
(1)
the Issuer consents to the use of this Base Prospectus (as supplemented as at the relevant time, if applicable) in
connection with a Public Offer of such Notes by:
(a)
the relevant Manager specified in the applicable Final Terms;
(b)
any financial intermediary specified in the applicable Final Terms; and
(c)
any other financial intermediary appointed after the date of the applicable Final Terms and whose
name is published on the Issuer's website (http://www.bancaimi.prodottiequotazioni.com/EN) and
identified as an Authorised Offeror in respect of the relevant Public Offer,
in each case subject to such conditions as may be agreed from time to time between the Issuer and the relevant
Manager or relevant financial intermediary; and
General consent
(2)
if (and only if) Part B of the applicable Final Terms specifies "General Consent" as "Applicable", the Issuer
hereby offers to grant its consent to the use of this Base Prospectus (as supplemented as at the relevant time, if
applicable) in connection with a Public Offer of Notes by any other financial intermediary which satisfies the
"Specific Conditions to General Consent" set out below.
Common Conditions to Consent
The conditions to the Issuer's consent to the use of this Base Prospectus in the context of the relevant Public Offer are
(in addition to the conditions described under "Specific Conditions to General Consent" below if Part B of the
applicable Final Terms specifies "General Consent" as "Applicable") that such consent:
(a)
is only valid during the Offer Period specified in the applicable Final Terms;
(b)
only extends to the use of this Base Prospectus to make Public Offers of the relevant Tranche of Notes in one
or more of the Republic of Ireland, the Republic of Italy, France, Germany, the United Kingdom, Spain, the
Portuguese Republic, the Czech Republic, Hungary, the Republic of Poland, the Slovak Republic, the
Netherlands, the Grand Duchy of Luxembourg, Belgium, Croatia, Denmark, Sweden, Austria, Cyprus, Greece,
Malta and the Republic of Slovenia (the Public Offer Jurisdictions), as specified in the applicable Final
Terms.
The consent referred to above relates to Offer Periods (if any) occurring within 12 months from the date of this Base
Prospectus.

5

The only Relevant Member States which may, in respect of any Tranche of Notes, be specified in the applicable Final
Terms (if any Relevant Member States are so specified) as indicated in (ii) above, will be the Republic of Ireland, the
Republic of Italy, France, Germany, the United Kingdom, Spain, the Portuguese Republic, the Czech Republic,
Hungary, the Republic of Poland, the Slovak Republic, the Netherlands, the Grand Duchy of Luxembourg, Belgium,
Croatia, Denmark, Sweden, Austria, Cyprus, Greece, Malta and the Republic of Slovenia, and accordingly each
Tranche of Notes may only be offered to Investors as part of a Public Offer in the Republic of Ireland, the Republic of
Italy, France, Germany, the United Kingdom, Spain, the Portuguese Republic, the Czech Republic, Hungary, the
Republic of Poland, the Slovak Republic, the Netherlands, the Grand Duchy of Luxembourg, Belgium, Croatia,
Denmark, Sweden, Austria, Cyprus, Greece, Malta and the Republic of Slovenia, as specified in the applicable Final
Terms, or otherwise in circumstances in which no obligation arises for the Issuer or any Manager to publish or
supplement a prospectus for such offer.
Specific Conditions to General Consent
The conditions to the Issuer's consent are that:
(a)
the financial intermediary must be authorised to make such offers under the Financial Services and Markets
Act 2000 (the FSMA), as amended, or other applicable legislation implementing the MiFID II (in which
regard, Investors should consult the register maintained by the Financial Conduct Authority at:
https://register.fca.org.uk/ or the applicable register in the Relevant Member State to which a Public Offer is
made);
(b)
the financial intermediary accepts the Issuer's offer to grant consent to the use of this Base Prospectus
by publishing on its website the following statement (with the information in square brackets completed
with the relevant information) (the Acceptance Statement):
"We, [insert legal name of financial intermediary], refer to the offer of [insert title of relevant Notes] (the
Notes) described in the Final Terms dated [insert date] (the Final Terms) published by Banca IMI S.p.A.
(the Issuer). In consideration of the Issuer offering to grant its consent to our use of the Base Prospectus
(as defined in the Final Terms) in connection with the offer of the Notes in [specify Member State(s)]
during the Offer Period and subject to the other conditions to such consent, each as specified in the Base
Propectus, we hereby accept the offer by the Issuer in accordance with the Authorised Offeror Terms (as
specified in the Base Prospectus) and confirm thatwe are using the Base Prospectus accordingly".
The Authorised Offeror Terms, being the terms to which the relevant financial intermediary agrees in connection with
using the Base Prospectus, are that the relevant financial intermediary:
(1)
will, and it agrees, represents, warrants and undertakes for the benefit of the Issuer and the relevant Manager
that it will, at all times in connection with the relevant Public Offer:
(a)
act in accordance with, and be solely responsible for complying with, all applicable laws, rules,
regulations and guidance of any applicable regulatory bodies (the Rules), from time to time including,
without limitation and in each case, Rules relating to both the appropriateness or suitability of any
investment in the Notes by any person and disclosure to any potential Investor, and will immediately
inform the Issuer and the relevant Manager if at any time such financial intermediary becomes aware
or suspects that it is or may be in violation of any Rules and take all appropriate steps to remedy such
violation and comply with such Rules in all respects;
(b)
comply with the restrictions set out under "Subscription and Sale" in this Base Prospectus which
would apply as if it were a Manager;
(c)
ensure that any fee (and any other commissions or benefits of any kind) or rebate received or paid by
that financial intermediary in relation to the offer or sale of the Notes does not violate the Rules and,
to the extent required by the Rules, is fully and clearly disclosed to Investors or potential Investors;

6

(d)
hold all licences, consents, approvals and permissions required in connection with solicitation of
interest in, or offers or sales of, the Notes under the Rules, including, where a Public Offer of Notes is
being made in the United Kingdom, authorisation under the FSMA;
(e)
comply with applicable anti-money laundering, anti-bribery, anti-corruption and "know your client"
Rules (including, without limitation, taking appropriate steps, in compliance with such Rules, to
establish and document the identity of each potential Investor prior to initial investment in any Notes
by the Investor), and will not permit any application for Notes in circumstances where the financial
intermediary has any suspicions as to the source of the application monies;
(f)
retain Investor identification records for at least the minimum period required under applicable Rules,
and shall, if so requested, make such records available to the Issuer and the relevant Manager or
directly to the FSA (or the appropriate authority with jurisdiction over any Manager) in order to
enable the Issuer or any Manager to comply with anti-money laundering, anti-bribery, anti-corruption
and "know your client" Rules applying to the Issuer or any Manager;
(g)
ensure that no holder of Notes or potential Investor in the Notes shall become an indirect or direct
client of the Issuer or the relevant Manager for the purposes of any applicable Rules from time to
time, and to the extent that any client obligations are created by the relevant financial intermediary
under any applicable Rules, then such financial intermediary shall perform any such obligations so
arising;
(h)
co-operate with the Issuer and the relevant Manager in providing such information (including, without
limitation, documents and records maintained pursuant to paragraph (f) above) upon written request
from the Issuer or the relevant Manager as is available to such financial intermediary or which is
within its power and control from time to time, together with such further assistance as is reasonably
requested by the Issuer or the relevant Manager:
(i)
in connection with any request or investigation by the FSA or any other regulator in relation
to the Notes, the Issuer or the relevant Manager; and/or
(ii)
in connection with any complaints received by the Issuer and/or the relevant Manager
relating to the Issuer and/or the relevant Manager or another Authorised Offeror including,
without limitation, complaints as defined in rules published by the FSA and/or any other
regulator of competent jurisdiction from time to time; and/or
(iii)
which the Issuer or the relevant Manager may reasonably require from time to time in
relation to the Notes and/or as to allow the Issuer or the relevant Manager fully to comply
within its own legal, tax and regulatory requirements,
in each case, as soon as is reasonably practicable and, in any event, within any time frame sets by any
such regulator or regulatory process;
(i)
during the period of the initial offering of the Notes: (i) not sell the Notes at any price other than the
Issue Price specified in the applicable Final Terms (unless otherwise agreed with the relevant
Manager); (ii) not sell the Notes otherwise than for settlement on the Issue Date specified in the
relevant Final Terms; (iii) not appoint any sub-distributors (unless otherwise agreed with the relevant
Manager); (iv) not pay any fee or remuneration or commissions or benefits to any third parties in
relation to the offering or sale of the Notes (unless otherwise agreed with the relevant Manager); and
(v) comply with such other rules of conduct as may be reasonably required and specified by the
relevant Manager;
(j)
either (i) obtain from each potential Investor an executed application for the Notes, or (ii) keep a
record of all requests such financial intermediary (x) makes for its discretionary management clients,

7

(y) receives from its advisory clients and (z) receives from its execution-only clients, in each case
prior to making any order for the Notes on their behalf, and in each case maintain the same on its files
for so long as is required by any applicable Rules;
(k)
ensure that it does not, directly or indirectly, cause the Issuer or the relevant Manager to breach any
Rule or subject the Issuer or the relevant Manager to any requirement to obtain or make any filing,
authorisation or consent in any jurisdiction;
(l)
immediately inform the Issuer and the relevant Manager if at any time it becomes aware or suspects
that it is or may be in violation of any Rules and take all appropriate steps to remedy such violation
and comply with such Rules in all respects;
(m)
comply with the conditions to the consent referred to under "Common conditions to consent" above
and any further requirements or other Authorised Offeror Terms relevant to the Public Offer as
specified in the applicable Final Terms;
(n)
make available to each potential Investor in the Notes the Base Prospectus (as supplemented as at the
relevant time, if applicable), the applicable Final Terms and any applicable information booklet
provided by the Issuer for such purpose and not convey or publish any information that is not
contained in or entirely consistent with the Base Prospectus and the applicable Final Terms; and
(o)
if it conveys or publishes any communication (other than the Base Prospectus or any other materials
provided to such financial intermediary by or on behalf of the Issuer for the purposes of the relevant
Public Offer) in connection with the relevant Public Offer, it will ensure that such communication (A)
is fair, clear and not misleading and complies with the Rules, (B) states that such financial
intermediary has provided such communication independently of the Issuer, that such financial
intermediary is solely responsible for such communication and that none of the Issuer and the relevant
Manager accept any responsibility for such communication and (C) does not, without the prior written
consent of the Issuer or the relevant Manager (as applicable), use the legal or publicity names of the
Issuer or the relevant Manager or any other name, brand or logo registered by an entity within their
respective groups or any material over which any such entity retains a proprietary interest, except to
describe the Issuer as issuer of the relevant Notes on the basis set out in the Base Prospectus;
(2)
agrees and undertakes to indemnify each of the Issuer and the relevant Manager (in each case on behalf of such
entity and its respective directors, officers, employees, agents, affiliates and controlling persons) against any
losses, liabilities, costs, claims, charges, expenses, actions or demands (including reasonable costs of
investigation and any defence raised thereto and counsel's fees and disbursements associated with any such
investigation or defence) which any of them may incur or which may be made against any of them arising out
of or in relation to, or in connection with, any breach of any of the foregoing agreements, representations,
warranties or undertakings by such financial intermediary, including (without limitation) any unauthorised
action by such financial intermediary or failure by such financial intermediary to observe any of the above
restrictions or requirements or the making by such financial intermediary of any unauthorised representation or
the giving or use by it of any information which has not been authorised for such purposes by the Issuer or the
relevant Manager; and
(3)
agrees and accepts that:
(a)
the contract between the Issuer and the financial intermediary formed upon acceptance by the
financial intermediary of the Issuer's offer to use the Base Prospectus with its consent in connection
with the relevant Public Offer (the Authorised Offeror Contract), and any non-contractual
obligations arising out of or in connection with the Authorised Offeror Contract, shall be governed by,
and construed in accordance with, English law;

8

(b)
subject to (d) below, the courts of England are to have exclusive jurisdiction to settle any disputes
which may arise out of or in connection with the Authorised Offeror Contract (including a dispute
relating to any non-contractual obligations arising out of or in connection with the Authorised Offeror
Contract) (a Dispute) and the Issuer and financial intermediary submit to the exclusive jurisdiction of
the English courts;
(c)
for the purposes of (b) above and (d) below, the financial intermediary waives any objection to the
courts of England on the grounds that they are an inconvenient or inappropriate forum to settle any
dispute;
(d)
to the extent permitted by law, the Issuer and the Manager may, in respect of any Dispute or Disputes,
take (i) proceedings in any other court with jurisdiction; and (ii) concurrent proceedings in any
number of jurisdictions; and
(e)
each relevant Manager will, pursuant to the Contracts (Rights of Third Parties) Act 1999, be entitled
to enforce those provisions of the Authorised Offeror Contract which are, or are expressed to be, for
its benefit, including the agreements, representations, warranties, undertakings and indemnity given
by the financial intermediary pursuant to the Authorised Offeror Terms.
The financial intermediaries referred to in paragraphs (1)(b) and 1(c) under "Consent Specific Consent" and
paragraph (2) under "Consent General Consent" are together the Authorised Offerors and each an
Authorised Offeror.
Any Authorised Offeror who meets all of the conditions set out in "Specific Conditions to General Consent"
and "Common Conditions to Consent" above who wishes to use this Base Prospectus in connection with a
Public Offer is required, for the duration of the relevant Offer Period, to publish on its website the Acceptance
Statement.
ARRANGEMENTS BETWEEN INVESTORS AND AUTHORISED OFFERORS
AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY NOTES IN A PUBLIC OFFER FROM AN
AUTHORISED OFFEROR WILL DO SO, AND OFFERS AND SALES OF SUCH NOTES TO AN INVESTOR BY
SUCH AUTHORISED OFFEROR WILL BE MADE, IN ACCORDANCE WITH THE TERMS AND CONDITIONS
OF THE OFFER IN PLACE BETWEEN SUCH AUTHORISED OFFEROR AND SUCH INVESTOR INCLUDING
ARRANGEMENTS IN RELATION TO PRICE, ALLOCATIONS, EXPENSES AND SETTLEMENT. THE ISSUER
WILL NOT BE A PARTY TO ANY SUCH ARRANGEMENTS WITH SUCH INVESTORS IN CONNECTION
WITH THE PUBLIC OFFER OR SALE OF THE NOTES CONCERNED AND, ACCORDINGLY, THIS BASE
PROSPECTUS AND ANY FINAL TERMS WILL NOT CONTAIN SUCH INFORMATION. THE RELEVANT
INFORMATION WILL BE PROVIDED BY THE AUTHORISED OFFEROR AT THE TIME OF SUCH
OFFER. NONE OF THE ISSUER OR, FOR THE AVOIDANCE OF DOUBT, ANY MANAGER (EXCEPT WHERE
SUCH MANAGER IS THE RELEVANT AUTHORISED OFFEROR) HAS ANY RESPONSIBILITY OR
LIABILITY TO AN INVESTOR IN RESPECT OF THE INFORMATION DESCRIBED ABOVE.
Public Offers: Issue Price and Offer Price
Notes to be offered pursuant to a Public Offer will be issued by the Issuer at the Issue Price specified in the applicable
Final Terms. The Issue Price will be determined by the Issuer in consultation with the relevant Manager at the time of
the relevant Public Offer and will depend, amongst other things, on the interest rate applicable to the Notes and
prevailing market conditions at that time. The Offer Price of such Notes will be the Issue Price or such other price as
may be agreed between an Investor and the Authorised Offeror making the offer of the Notes to such Investor. Neither
the Issuer nor the relevant Manager(s) will be party to arrangements between an Investor and an Authorised Offeror,
and the Investor will need to look to the relevant Authorised Offeror to confirm the price at which such Authorised
Offeror is offering the Notes to such Investor.

9

IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS AND OFFERS OF
NOTES GENERALLY
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. The Issuer does not represent that this Base Prospectus may be lawfully distributed, or that any
Notes 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, unless specifically indicated to the contrary in the applicable Final
Terms, no action has been taken by the Issuer, which is intended to permit a public offering of any Notes in any
jurisdiction or distribution of this document in any jurisdiction where action for that purpose is required.
Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Base 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 Base Prospectus or any Notes may come must inform themselves about, and observe, any such
restrictions on the distribution of this Base Prospectus and the offering and sale of Notes. In particular, there are
restrictions on the distribution of this Base Prospectus and the offer or sale of Notes in the United States or its
possessions, the European Economic Area (including the Republic of Italy, France, the United Kingdom, Spain
Ireland, the Czech Republic, Germany, Hungary, the Republic of Poland, the Slovak Republic, the Netherlands,
the Republic of Slovenia, the Portuguese Republic, the Grand Duchy of Luxembourg, Belgium, Croatia,
Denmark, Sweden, Austria, Cyprus, Greece, Malta ) and Japan (see "Subscription and Sale").
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may
apply, any offer of Notes in any Member State of the European Economic Area which has implemented the
Prospectus Directive (each, a Relevant Member State) will be made pursuant to an exemption under the
Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of Notes. Accordingly any person making or intending to make an offer in that Relevant
Member State of Notes which are the subject of an offering contemplated in this Base Prospectus as completed
by final terms in relation to the offer of those Notes may only do so (i) in circumstances in which no obligation
arises for the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or
publish a supplement to a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation
to such offer, or (ii) if a prospectus for such offer has been approved by the competent authority in that Relevant
Member State or, where appropriate, approved in another Relevant Member State and notified to the competent
authority in that Relevant Member State and (in either case) published, all in accordance with the Prospectus
Directive, provided that any such prospectus has subsequently been completed by final terms which specify that
offers may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member
State, such offer is made in the period beginning and ending on the dates specified for such purpose in such
prospectus or final terms, as applicable and the Issuer has consented in writing to its use for the purpose of such
offer. Except to the extent sub-paragraph (ii) above may apply, neither the Issuer nor any Manager has
authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation
arises for the Issuer or any Manager to publish or supplement a prospectus for such offer.
In connection with the issue of any Tranche of Notes, the person or persons (if any) named as the Stabilisation
Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in the applicable Final Terms may
over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher
than that which might otherwise prevail. However, there is no assurance that the Stabilisation Manager(s) (or
persons acting on behalf of a Stabilisation Manager) will undertake stabilisation action. Any stabilisation action
may begin on or after the date on which adequate public disclosure of the final terms of the offer of the relevant
Tranche of Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30
days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the
relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the relevant

10