Obligation Central American Integration Bank 2% ( XS2158595251 ) en USD

Société émettrice Central American Integration Bank
Prix sur le marché 100 %  ▲ 
Pays  Honduras
Code ISIN  XS2158595251 ( en USD )
Coupon 2% par an ( paiement semestriel )
Echéance 06/05/2025 - Obligation échue



Prospectus brochure de l'obligation Central American Bank for Economic Integration XS2158595251 en USD 2%, échue


Montant Minimal 200 000 USD
Montant de l'émission 750 000 000 USD
Description détaillée La Banque centro-américaine d'intégration économique (BCIE) est une institution financière multilatérale qui soutient le développement économique et social des pays d'Amérique centrale.

L'Obligation émise par Central American Integration Bank ( Honduras ) , en USD, avec le code ISIN XS2158595251, paye un coupon de 2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 06/05/2025








BASE PROSPECTUS
US$8,000,000,000
Central American Bank for Economic Integration
Medium-Term Note Program
Under its Medium-Term Note Program (the "Program"), Central American Bank for Economic Integration
("CABEI") may from time to time issue its Medium-Term Notes (the "Notes") as specified in a supplement to this Base
Prospectus (a "Final Terms"). The aggregate principal amount of all Notes will not exceed US$8,000,000,000 (or the
equivalent thereof in other currencies or composite currencies), subject to increase.
The terms of the Notes, which in each case will be specified in a Final Terms, may differ from those described
herein. Notes may be denominated in U.S. dollars, Japanese ¥, euro, a currency of a Founding Member (as defined
below), or other currencies or composite currencies, as specified in the applicable Final Terms. If Notes are to be
denominated in a composite currency, the applicable Final Terms will establish the mechanism for determining the value
of such composite currency. Any date of payment or amount payable in respect of principal, interest or premium payable
on the Notes may be determined by reference to specified currency, security, commodity, interest rate and/or other indices
or formulas and/or other measures, instruments or events as specified in the relevant Final Terms. Subject to certain
exceptions, payments on the Notes will be made without deduction for, or on account of, any withholding taxes imposed
by or within the Founding Members. See "Terms and Conditions of the Notes--Additional Amounts".
Interest on fixed rate notes and floating rate notes will be payable on the dates specified in the applicable Final
Terms and at maturity. Zero coupon notes generally will not bear interest. Unless otherwise specified in the applicable
Final Terms, Notes will not be subject to redemption at the option of CABEI.
See "Risk Factors" beginning on page 11 of this Base Prospectus for a discussion of certain factors to be
considered in connection with an investment in the Notes.
Application has been made to list the Notes issued under the Program on the Luxembourg Stock Exchange for
trading on the Euro MTF market. Notes issued under the Program may be listed on one or more stock exchanges or may
be unlisted as specified in the applicable Final Terms. This Base Prospectus replaces and supersedes the Base Prospectus
dated July 10, 2019. This Base Prospectus is valid for a period of one year (12 months) from the date hereof. This Base
Prospectus constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectuses for securities dated
July 16, 2019.
This Base Prospectus does not comprise a base prospectus for the purposes of Article 8 of Regulation (EU)
2017/1129 (as amended) (the "Prospectus Regulation"). Pursuant to Article 1(2)(b) of the Prospectus Regulation, no offer
of the Notes will be subject to the prospectus requirements of the Prospectus Regulation as a result of CABEI's status as a
Multilateral Financial Institution of which one or more Member States of the European Economic Area is a member. The
Notes have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any state
securities laws and are being offered and sold in the United States only to qualified institutional buyers within the meaning
of Rule 144A under the Securities Act and outside the United States in accordance with Regulation S under the Securities
Act. For a description of certain restrictions on transfers of the Notes, see "Terms and Conditions of the Notes", "Offering
and Sale" and "Notice to Investors".
Offers to purchase Notes may be solicited, on a reasonable efforts basis, from time to time on behalf of CABEI
by the Agents referred to in "Offering and Sale". Notes also may be sold to the Agents for their own account at negotiated
discounts or commissions for resale to other purchasers. CABEI reserves the right to sell Notes directly on its own behalf
in certain circumstances or to or through other brokers or dealers. CABEI reserves the right to withdraw, cancel or modify
the offering of the Notes contemplated hereby without notice. No termination date for the offering of the Notes has been
established. CABEI or any Agent may reject any offer made to or through it in whole or in part. See "Offering and Sale".
________________
April 23, 2020
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You should rely only on the information contained or incorporated by reference in this Base Prospectus.
CABEI has not authorized anyone to provide you with different information. CABEI is not making an offer of the
Notes in any state where the offer is not permitted. You should not assume that the information contained in this
Base Prospectus is accurate as of any date other than the date on the front of this Base Prospectus.
___________________
TABLE OF CONTENTS
Page
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................ 4
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES ............................................................. 5
FORWARD-LOOKING STATEMENTS ..................................................................................................................... 5
PRESENTATION OF FINANCIAL INFORMATION ................................................................................................ 5
SUMMARY .................................................................................................................................................................. 6
RISK FACTORS ......................................................................................................................................................... 11
CENTRAL AMERICAN BANK FOR ECONOMIC INTEGRATION...................................................................... 15
LEGAL STATUS OF CABEI ..................................................................................................................................... 16
USE OF PROCEEDS .................................................................................................................................................. 17
CAPITALIZATION .................................................................................................................................................... 17
CAPITAL STRUCTURE ............................................................................................................................................ 18
SELECTED FINANCIAL INFORMATION .............................................................................................................. 21
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS .............................................................................................................................................. 26
BUSINESS .................................................................................................................................................................. 33
MANAGEMENT ........................................................................................................................................................ 54
RECENT DEVELOPMENTS ..................................................................................................................................... 56
TERMS AND CONDITIONS OF THE NOTES ........................................................................................................ 57
FORM OF FINAL TERMS ......................................................................................................................................... 83
CERTAIN PROVISIONS RELATING TO THE FORMS OF THE NOTES ............................................................. 87
LIMITATIONS ON ISSUANCE OF BEARER NOTES ............................................................................................ 93
IMPORTANT TAX CONSIDERATIONS ................................................................................................................. 94
OFFERING AND SALE ........................................................................................................................................... 106
NOTICE TO INVESTORS ....................................................................................................................................... 110
VALIDITY OF THE NOTES ................................................................................................................................... 112
INDEPENDENT AUDITORS .................................................................................................................................. 112
GENERAL INFORMATION .................................................................................................................................... 113
THE FOUNDING MEMBERS ................................................................................................................................. 114
INDEX TO FINANCIAL STATEMENTS ............................................................................................................... 115
___________________
CABEI has made all reasonable inquiries and confirms that, to the best of its knowledge, the information
contained herein with regard to CABEI and the Notes is true and accurate in all material respects and is not
misleading, that the opinions and intentions expressed in this Base Prospectus are honestly held and that there are no
other facts the omission of which would make this Base Prospectus as a whole or any of the information or the
expression of any of these opinions or intentions misleading. CABEI accepts responsibility accordingly.
This Base Prospectus has been prepared by CABEI solely for use in connection with the proposed offering
of the Notes.
The Agents make no representation or warranty, express or implied, as to the accuracy or completeness of
the information contained in this Base Prospectus. Nothing contained in this Base Prospectus is, or shall be relied
upon as, a promise or representation by the Agents as to the past or future. The Agents assume no responsibility for
the accuracy or completeness of any of the information contained herein (financial, legal or otherwise).
2




Neither the U.S. Securities and Exchange Commission, any state securities commission nor any other U.S.
regulatory authority has approved or disapproved the Notes, nor have any of the foregoing authorities passed upon
or endorsed the merits of this offering or the accuracy or adequacy of this Base Prospectus. Any representation to
the contrary is a criminal offense.
In making an investment decision, prospective investors must rely on their own examination of CABEI and
the terms of the offering, including the merits and risks involved. Prospective investors should not construe
anything in this Base Prospectus as legal, business or tax advice. Each prospective investor should consult its own
advisors as needed to make its investment decision and to determine whether it is legally permitted to purchase the
securities under applicable legal investment or similar laws or regulations. Investors should be aware that they may
be required to bear the financial risks of this investment for an indefinite period of time.
This Base Prospectus contains summaries believed to be accurate with respect to certain documents, but
reference is made to the actual documents for complete information and all such summaries are qualified in their
entirety by such reference. Copies of documents referred to herein will be made available to prospective investors
upon request to CABEI or the Agents. CABEI accepts responsibility for the information contained in this Base
Prospectus and it takes responsibility for the correct reproduction and extraction of the information.
The distribution of this Base Prospectus and the offering and sale of the Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this Base Prospectus comes are required by CABEI and the
Agents to inform themselves about, and to observe, any such restrictions. For a further description of certain
restrictions on the offering and sale of the Notes, see "Terms and Conditions of the Notes", "Offering and Sale" and
"Notice to Investors". This Base Prospectus does not constitute an offer of, or an invitation to purchase, any of the
Notes in any jurisdiction in which such offer or invitation would be unlawful.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET
The relevant Final Terms in respect of any Notes may include a legend titled "MiFID II Product
Governance" which will outline the target market assessment in respect of the Notes and which channels for
distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the target market assessment; however, a distributor subject to Directive
2014/65/EU (as amended, "MiFID II") is responsible for undertaking its own target market assessment in respect of
the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution
channels. A determination will be made in relation to each issue of the Notes about whether, for the purpose of the
MiFID Product Governance rules under EU Delegated Directive (EU) 2017/593 (the "MiFID Product Governance
Rules"), any Agent subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither
Agents nor any of their respective affiliates will be a manufacturer for the purposes of the MiFID Product
Governance Rules.
NOTICE TO INVESTORS IN THE UNITED KINGDOM
Each Agent has represented, warranted and agreed, and each further Agent appointed under the Program will
be required to represent, warrant and agree, that (i) in relation to any Notes which have a maturity of less than one
year, (a) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments
(as principal or agent) for the purposes of its business and (b) it has not offered or sold and will not offer or sell any
Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their business or who it is reasonable to expect will acquire,
hold, manage or dispose of investments (as principal or agent) for the purposes of their business where the issue of
the Notes would otherwise constitute a contravention of Section 19 of the Financial Services and Markets Act 2000
(the "FSMA") by CABEI; (ii) it has only communicated or caused to be communicated and will only communicate
or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of
Section 21 of FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section
21(1) of the FSMA does not apply to CABEI; and (iii) it has complied and will comply with all applicable provisions
of the FSMA with respect to anything done by it in relation to such Notes in, from or otherwise involving the United
Kingdom.
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This Base Prospectus, as completed by the final terms in relation thereto, is for distribution only to persons
who: (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order");
(ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.")
of the Financial Promotion Order; (iii) are outside the United Kingdom; or (iv) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets
Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused
to be communicated (all such persons together being referred to as "relevant persons"). This Base Prospectus, as
completed by the Final Terms in relation thereto, is directed only at relevant persons and must not be acted on or relied
on by persons who are not relevant persons. Any investment or investment activity to which this Base Prospectus as
completed by the Final Terms in relation thereto relates is available only to relevant persons and will be engaged in
only with relevant persons.
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA AND IN THE UNITED
KINGDOM
If the Final Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to EEA and UK
Retail Investors", the Notes are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA") or United
Kingdom ("UK") (each, a "Relevant State"). 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 Directive 2014/65/EU (as amended, "MiFID II"); or
(ii) a customer within the meaning of Directive (EU) 2016/97 as amended, 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
Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). Consequently, no key information document
required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes
or otherwise making them available to retail investors in the Relevant State has been prepared and therefore offering
or selling the Notes or otherwise making them available to any retail investor in the Relevant State may be unlawful
under the PRIIPs Regulation. The expression "offer" includes the communication in any form and by any means of
sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to
purchase or subscribe for the Notes.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this Base Prospectus:
· any interim financial statements of CABEI (whether audited or unaudited) that become publicly
available subsequent to the annual financial statements included herein from time to time; and
· all amendments and supplements to this Base Prospectus prepared by CABEI from time to time and
filed with the Luxembourg Stock Exchange;
provided, however, that any statement contained in this Base Prospectus or in any of the documents incorporated by
reference in, and forming part of, this Base Prospectus shall be deemed to be modified or superseded for the purpose
of this Base Prospectus to the extent that a statement contained in any document subsequently incorporated by
reference modifies or supersedes such statement.
The documents incorporated by reference in, and forming part of, this Base Prospectus, may be obtained
free of charge at the offices of the Luxembourg listing and paying agent. CABEI's audited financial statements as
of December 31, 2019, December 31, 2018 and December 31, 2017 are included in this Base Prospectus.
CABEI has undertaken, in connection with the listing of the Notes on the Luxembourg Stock Exchange,
that if there shall occur any adverse change in the business or financial position of CABEI or any change in the
information set out under "Terms and Conditions of the Notes" that is material in the context of issuance under the
Program, CABEI will prepare or procure the preparation of any amendment or supplement to this Base Prospectus
4




for use in connection with any subsequent issue by CABEI of Notes to be listed on the Luxembourg Stock
Exchange.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
CABEI is a multilateral development financial institution, of an international nature, with legal personality,
which is regulated by the provisions set forth in its Constitutive Agreement and its regulations. The majority of its
assets and those of its governors, directors and executive officers, all of whom are non-residents of the United
States, are located outside the United States. As a result, it may be difficult or impossible for investors to effect
service of process within the United States on CABEI or on such persons with respect to matters arising under U.S.
federal securities laws, or to enforce in the Member Countries (as defined below) judgments obtained against
CABEI or such persons in U.S. courts, including actions predicated upon the civil liability provisions of such U.S.
federal securities laws. In the Member Countries, both recognition and enforcement of court judgments with respect
to civil liability provisions of U.S. federal securities laws are governed by local laws.
CABEI has appointed CT Corporation System as its authorized agent upon which process may be served in
any action instituted in any U.S. federal or state court having subject matter jurisdiction in the Borough of
Manhattan, The City of New York, arising out of or based upon the fiscal agency agreement governing the Notes.
See "Terms and Conditions of the Notes--Jurisdiction, Consent to Service and Enforceability".
FORWARD-LOOKING STATEMENTS
This Base Prospectus includes forward-looking statements. All statements other than statements of
historical fact included in this Base Prospectus, including statements regarding future events or prospects and certain
statements under the headings "Summary", "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Business" are forward-looking statements. Statements that include the words "aim",
"may", "will", "expect", "anticipate", "believe", "future", "continue", "hope", "estimate", "plan", "intend",
"should", "shall" or the negative or other variations thereof, as well as other statements regarding matters that are
not historical fact, are or may constitute forward-looking statements. CABEI has based these forward-looking
statements on management's current views with respect to future events and financial performance. These views
reflect the best judgment of CABEI's executives but involve a number of risks and uncertainties which could cause
actual results to differ materially from those predicted in CABEI's forward-looking statements and from past results,
performance or achievements. Important factors that could cause CABEI's actual results to differ materially from
those in the forward-looking statements include, among others:
· CABEI's business could be affected by future adverse economic or political conditions in the
Central American region, which includes the Founding Members and the Non-Founding Regional
Members, as well as in the Non-Regional Members. See "Capital Structure-- Non-Founding
Regional Members and Non-Regional Members"; and
· CABEI could be adversely affected by currency devaluations, exchange controls or any ratings
downgrade.
PRESENTATION OF FINANCIAL INFORMATION
CABEI's functional currency is the U.S. dollar. Transactions in currencies other than in U.S. dollars are
recorded at the effective exchange rates prevailing on the transaction date. Assets and liabilities denominated in
currencies other than in U.S. dollars are expressed in such currency using the prevailing exchange rates at the
balance sheet date. Net foreign currency gains and losses resulting from transactions denominated in currencies
other than in U.S. dollars are presented as other operating income (expenses). CABEI prepares its financial
statements in conformity with accounting principles generally accepted in the United States ("U.S. GAAP"). Figures
set forth in this Base Prospectus may have been rounded. Accordingly, totals may not be the sum of their
components.
5




SUMMARY
The Notes will be offered from time to time in varying amounts and will have varying terms, which for each
Note will be described in the related Final Terms to this Base Prospectus and may differ from the terms described
herein. For each particular Note, the description of the Notes included in this Base Prospectus will be
supplemented, and to the extent inconsistent herewith will be superseded, by the description of such Note in the
applicable Final Terms.
Issuer .................................................................. Central American Bank for Economic Integration.
Fiscal Agent, Registrar and Transfer Agent ....... Deutsche Bank Trust Company Americas.
New York Paying Agent .................................... Deutsche Bank Trust Company Americas.
London Paying and Transfer Agent .................... Deutsche Bank AG, London Branch.
Luxembourg Paying Agent and Transfer Agent
Deutsche Bank Luxembourg S.A.
Luxembourg Listing Agent ................................ Banque Internationale à Luxembourg, Société Anonyme.
Aggregate Amount ............................................. Not to exceed an aggregate initial principal amount of
US$8,000,000,000 (or the equivalent thereof in other
currencies or composite currencies), subject to increase by
CABEI as provided in the Fiscal Agency Agreement (as
defined below).
Fiscal Agency Agreement .................................. The Notes will be issued under the Fiscal Agency Agreement,
dated as of April 2, 2003, as amended on March 8, 2007, April
15, 2009, October 17, 2013 and April 5, 2016 (the "Fiscal
Agency Agreement"), among CABEI and Deutsche Bank
Trust Company Americas, as Fiscal Agent, Registrar and
Transfer Agent and New York Paying Agent; Deutsche Bank
Luxembourg S.A., as Paying Agent and Transfer Agent in
Luxembourg; and Deutsche Bank AG, London Branch, as
Paying Agent and Transfer Agent in London.
The Offering ....................................................... Notes are being offered to non-U.S. persons (as defined in
Regulation S under the Securities Act) in offshore transactions
in reliance on Regulation S, and in the United States to
qualified institutional buyers in reliance on Rule 144A under
the Securities Act.
Minimum Denominations ................................... Registered Notes (as herein defined) will be issued in
minimum denominations of US$10,000 and integral multiples
of US$1,000 in excess thereof (or the equivalent thereof in a
Specified Currency, as defined below), or in such other
denominations as may be specified in the applicable Final
Terms. Bearer Notes (as herein defined) will be issued in
denominations as specified in the applicable Final Terms.
Unless otherwise permitted by then current laws, regulations
and directives, Notes denominated in Japanese ¥ will be in
minimum denominations of ¥1,000,000.
Maturities ........................................................... Subject to compliance with all relevant laws, regulations and
directives, Notes may have any maturity as may be allowed or
required from time to time by the relevant central bank (or
6




equivalent body, however called) or any laws or regulations
applicable to the relevant currency or currencies.
Issue Price .......................................................... Notes may be issued at their nominal amount or at a discount
to or premium to their nominal amount, as specified in the
relevant Final Terms.
Specified Currencies ........................................... Notes may be denominated in U.S. dollars, Japanese ¥, euro, a
currency of a Founding Member, or any other currency or
composite currencies as may be specified in the applicable
Final Terms, subject in all cases to compliance with all
applicable legal and regulatory requirements, as well as all
applicable requirements of the Luxembourg Stock Exchange.
Issuance in Series ............................................... The Notes will be issued in series (each, a "Series"). The
Notes of each Series will have identical terms (except for the
issue date, the issue price or the first interest payment date),
including, but not limited to, terms with respect to currency,
denomination, interest, interest payment dates and maturity.
Interest Rates and Other Terms .......................... Interest, if any, will be paid at a fixed rate or at a floating rate
determined by reference to one or more Base Rates (as
defined below), which may be adjusted by a Spread and/or a
Spread Multiplier, as specified in the applicable Final Terms.
Zero Coupon Notes will be issued at a discount from the
principal amount payable at maturity thereof, and, unless
otherwise specified in the applicable Final Terms, holders of
Zero Coupon Notes will not receive periodic payments of
interest thereon. The Notes may also be issued as Indexed
Notes, any date of payment of which, and/or the principal of
and any premium and interest on which, may be determined
by reference to specified currency, security, commodity,
interest rate and/or other indices or formulas and/or other
measures, instruments or events as specified in the applicable
Final Terms.
Interest Payments ............................................... Interest on Fixed Rate Notes and Floating Rate Notes will be
paid semi-annually on the dates set forth in the applicable
Final Terms and at maturity. Zero Coupon Notes generally
will not bear interest.
Taxation .............................................................. Subject to certain limitations, all payments in respect of the
Notes will be made without deduction for, or on account of,
any withholding taxes imposed by or within the Member
Countries, as provided in the Notes, except as otherwise
required by law or described herein. Subject to specified
exceptions and limitations, CABEI will pay Additional
Amounts in the event of the imposition of such taxes. See
"Terms and Conditions of the Notes--Additional Amounts".
Negative Pledge .................................................. The Notes will have the benefit of a Negative Pledge as
described in "Terms and Conditions of the Notes--Negative
Pledge".
Redemption ........................................................ The Notes will not be redeemable at the option of CABEI
prior to maturity, except as otherwise specified in the
applicable Final Terms. The Notes will not be redeemable at
7




the option of the holders thereof, except as otherwise specified
in the applicable Final Terms.
Status of Notes .................................................... The Notes will constitute general, direct, unconditional,
unsecured and unsubordinated obligations of CABEI and will
rank pari passu without any preference among themselves
with all other present and future unsecured and
unsubordinated indebtedness of CABEI. See "Terms and
Conditions of the Notes--Status".
Form, Denomination and Registration of Notes . Notes may be issued in registered form, without interest
coupons ("Registered Notes" or a "Registered Note"), or in
bearer form, with or without interest coupons ("Bearer Notes"
or a "Bearer Note").

Except as otherwise may be specified in the applicable Final
Terms, Bearer Notes will initially be represented only in the
form of one or more temporary Bearer Notes in global form
without interest coupons attached (each, a "Temporary Global
Bearer Note"), which will be deposited with a common
depositary in London for the accounts of Euroclear System
("Euroclear") and Clearstream Banking S.A. ("Clearstream,
Luxembourg"). Interests in a Temporary Global Bearer Note
will be exchangeable, in whole or in part, for interests in a
permanent global Bearer Note (a "Global Note") on or after
the Exchange Date (as defined below) therefor, and after the
requisite certifications as to non-U.S. beneficial ownership
have been provided as described herein. Such certification
will also be required before any interest will be paid in respect
of any such beneficial interest. Interests in a Temporary
Global Bearer Note or Global Note will only be exchangeable
for definitive Bearer Notes if so specified in the relevant Final
Terms and in accordance with the terms of the relevant
Temporary Global Bearer Note or Global Note. See "Certain
Provisions Relating to the Forms of the Notes--Global
Notes".

Except as otherwise may be specified in the applicable Final
Terms, Registered Notes of the same Series and of like tenor
sold in offshore transactions in reliance on Regulation S will
be represented by a Registered Note in global form (a
"Regulation S Global Note"), which will be deposited with a
custodian for and registered in the name of a nominee of The
Depository Trust Company ("DTC") in New York, New York
or a common depositary in London, in each case for the
accounts of the Euroclear and Clearstream, Luxembourg.
Prior to the 40th day after the completion of the distribution
(as certified to the Fiscal Agent by the relevant Agent) of
Notes constituting an identifiable tranche (the "Exchange
Date"), beneficial interests in the related Regulation S Global
Note may be held only by non-U.S. persons, unless transfer
and delivery are made through a Restricted Global Note (as
defined below) of the same Series and of like tenor in
accordance with the requirements referred to below.

Except as otherwise may be specified in the applicable Final
Terms, Registered Notes of the same Series and of like tenor
8




that are sold to a qualified institutional buyer within the
meaning of Rule 144A under the Securities Act will be
represented by a Registered Note in global form (a "Restricted
Global Note"), which will be deposited with a custodian for
and registered in the name of a nominee of DTC in New York,
New York.

Euroclear, Clearstream, Luxembourg or DTC, as the case may
be, will credit the account of each of its participants with the
principal amount of Notes that are represented by a Regulation
S Global Note or a Restricted Global Note and are being
purchased by or through such participant. Beneficial interests
in any such Global Note will be shown on, and transfers
thereof will be effected only through, records maintained by
DTC and its participants, including Euroclear and
Clearstream, Luxembourg. Except in limited circumstances,
definitive Notes will not be issued in exchange for beneficial
interests in any such Global Note. See "Certain Provisions
Relating to the Forms of the Notes--Global Notes".

A holder of a beneficial interest in a Global Note deposited
with DTC that wishes to transfer such interest in reliance upon
an exemption from the registration requirements of the
Securities Act other than the exemption provided by Rule
144A, Regulation S or Rule 144 (if available) may be required
under applicable DTC procedures to exchange such interest
for a definitive Note prior to transfer. In particular, under
DTC procedures currently in effect, DTC does not permit a
holder of a Note that is not a qualified institutional buyer as
defined under Rule 144A to hold its interest in a Restricted
Global Note (as defined above) through DTC.

Each Restricted Global Note will bear a Securities Act legend.
Neither any Restricted Global Note nor any beneficial interest
therein may be transferred except in compliance with the
transfer restrictions set forth in such legend. In addition, no
beneficial interest in a Restricted Global Note may be
transferred to a person that takes delivery thereof through a
Regulation S Global Note of the same Series and of like tenor
unless the transferor provides the Registrar (as named in
"Terms and Conditions of the Notes--General") with a
written certification regarding compliance with certain of such
transfer restrictions. A transfer of a beneficial interest in a
Regulation S Global Note to a person that takes delivery
through a Restricted Global Note of the same Series and of
like tenor, if (but only if) made prior to the applicable 40th
day referred to above, also requires certification as to
compliance with certain transfer restrictions. See "Notice to
Investors", "Terms and Conditions of the Notes--Form,
Denomination and Registration" and "Offering and Sale".
Events of Default ................................................ For a description of certain events that will permit acceleration
of the principal of the Notes of a particular Series (together
with any interest and Additional Amounts accrued and unpaid
thereon), see "Terms and Conditions of the Notes--Default;
Acceleration of Maturity".
9




Settlement ........................................................... Unless otherwise stated in the applicable Final Terms,
settlement for each sale of a Note will be made in immediately
available funds five Business Days (as defined below) after
the applicable trade date.
Governing Law ................................................... The Notes will be governed by, and interpreted in accordance
with, the laws of the State of New York.
Selling Restrictions ............................................. There are restrictions on the sale of Notes and the distribution
of offering material in various jurisdictions. See "Offering
and Sale".
Transfer Restrictions .......................................... There are restrictions on the transfer of Registered Notes sold
pursuant to Rule 144A or Regulation S under the Securities
Act. See "Notice to Investors".
Clearing Systems ................................................ Euroclear and Clearstream, Luxembourg for Bearer Notes;
Euroclear, Clearstream, Luxembourg and DTC for Registered
Notes; or any other clearing system as may be specified in the
relevant Final Terms.
Listing ................................................................. Application has been made to list the Notes issued under the
Program on the Luxembourg Stock Exchange for trading on
the Euro MTF market. Notes issued under the Program may
be listed on one or more stock exchanges or may be unlisted
as specified in the relevant Final Terms. This Base Prospectus
is valid for a period of one year (12 months) from the date
hereof.
Final Terms......................................................... Each particular issuance of Notes will be the subject of a Final
Terms that, for the purposes of that issuance only,
supplements the Terms and Conditions of the Notes and this
Base Prospectus and must be read in conjunction with this
Base Prospectus. The terms and conditions applicable to any
particular issuance of Notes are the Terms and Conditions of
the Notes as supplemented, amended or replaced by the
relevant Final Terms.

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