Bond SG Émetteur 0% ( FR0011427830 ) in EUR

Issuer SG Émetteur
Market price 100 %  ▼ 
Country  France
ISIN code  FR0011427830 ( in EUR )
Interest rate 0%
Maturity 27/02/2023 - Bond has expired



Prospectus brochure of the bond SG Issuer FR0011427830 in EUR 0%, expired


Minimal amount 100 000 EUR
Total amount 25 000 000 EUR
Detailed description SG Issuer is a leading provider of digital issuance and management solutions for securities, focusing on blockchain technology and digital assets.

Société Générale (SG Issuer) FR0011427830 EUR 0% bonds, totaling ?25,000,000 with a minimum trading size of ?100,000, matured on February 27, 2023, and have been redeemed at 100%.








Debt Instruments Issuance Programme Prospectus dated
Prospectus relatif au Programme d'Emission de Titres de
26 June 2012
Créance en date du 26 juin 2012



SG ISSUER
SG ISSUER
as Issuer
(incorporated as a public limited company (société
en qualité d'Émetteur
anonyme) in Luxembourg)
(Société anonyme de droit luxembourgeois)
and
et
SOCIÉTÉ GÉNÉRALE
SOCIÉTÉ GÉNÉRALE
as Guarantor
en qualité de Garant
(incorporated in France)
(Société de droit français)
5,000,000,000
Programme d'Émission de Titres de Créance
Debt Instruments Issuance Programme
de 5.000.000.000
(the Programme)
(le Programme)
The debt instruments issuance programme prospectus (the
Le prospectus relatif au programme d'emission de titres de
Base Prospectus) and the prospectus relatif au programme
créance (le Prospectus de Base) et le debt instruments
d'émission de titres de créance (the Prospectus de Base),
issuance programme prospectus (le Base Prospectus),
describing the Programme, together constitute the base
décrivant le Programme, constituent ensemble le prospectus
prospectus and the programme documentation for the
de base et la documentation de programme pour les besoins
purposes of Article
5.4 of Directive
2003/71/EC (the
de l'article
5.4 de la Directive
2003/71/CE (la Directive
Prospectus Directive) as amended (which includes the
Prospectus) telle que modifiée (ce qui inclut les modifications
amendments made by Directive 2010/73/EU (the 2010 PD
apportées par la Directive 2010/73/UE (la Directive de 2010
Amending Directive) to the extent that such amendments
Modifiant la DP) dans la mesure où ces modifications ont été
have been implemented in a Member State of the European
transposées dans un Etat-Membre de l'Espace Economique
Economic Area (EEA)) and the listing rules of the SIX Swiss
Européen (EEE)) et des règles de cotation de la SIX Swiss
Exchange Ltd (the SIX Swiss Exchange), respectively. The
Exchange SA (la SIX Swiss Exchange), respectivement. Le
Prospectus de Base is a direct translation of the Base
Prospectus de Base est une traduction directe du Base
Prospectus. The Issuer accepts responsibility for such
Prospectus. L'Émetteur accepte la responsabilité de cette
translation.
traduction.
Pour toute émission de Titres, la langue de la documentation
In respect of any issue of Notes the binding language of the
d'une telle émission (ce qui comprend, sans limitation, le
documentation in respect of such issue (including without
Prospectus de Base) faisant foi sera indiquée dans les
limitation this Base Prospectus) shall be specified in the
Conditions Définitives applicables, ce qui signifie que tout
applicable Final Terms in which case any documents in
document relatif à une telle émission rédigé dans l'autre
relation to such issue in the other language shall be non-
langue ne fera pas foi et ne sera fourni qu'à des fins
binding and for information purposes only. Accordingly, the
d'information. En conséquence, la version en langue française
English version of the Base Prospectus shall be the binding
du Prospectus de Base sera la version faisant foi et prévaudra,
version and prevail in the event of any discrepancy over the
en cas de différence, sur la version anglaise de ce document
French version thereof in respect of Notes whose Final Terms
pour les Titres dont les Conditions Définitives prévoient le
specify English as the binding language and the French
français comme langue faisant foi, et la version anglaise de ce
version thereof shall be the binding version and prevail in the
document sera la version faisant foi et prévaudra, en cas de
event of any discrepancy over the English version in respect of
différence, sur la version française pour les Titres dont les
Notes whose Final Terms specify French as the binding
Conditions Définitives prévoient l'anglais comme langue
language.
faisant foi.
1






DEBT INSTRUMENTS ISSUANCE PROGRAMME PROSPECTUS
Dated 26 June 2012



SG ISSUER
as Issuer
(incorporated in Luxembourg)

and
SOCIÉTÉ GÉNÉRALE
as Guarantor
(incorporated in France)

5,000,000,000
Debt Instruments Issuance Programme

Under this 5,000,000,000 Debt Instruments Issuance Programme (the Programme), SG Issuer (the Issuer) may from time to time issue Notes (the Notes such
definition to include CDIs, as defined below, where applicable) denominated in any currency agreed by the Issuer and the relevant Purchaser(s) (as defined below). Notes
issued under the Programme may either be secured (Secured Notes) or unsecured (Unsecured Notes), as specified in the applicable Final Terms and as further
described herein.
Payments in respect of the Notes will be unconditionally and irrevocably guaranteed by Société Générale (the Guarantor).
Subject as set out herein, the Notes will not be subject to any minimum or maximum maturity. The maximum aggregate nominal amount of all Notes from time to time
outstanding will not exceed 5,000,000,000 (or its equivalent in other currencies calculated as described herein) or such greater amount as is agreed between the parties
to the programme agreement dated 26 June 2012 (the Programme Agreement, which expression includes the same as it may be updated or supplemented from time to
time).
The Notes will be issued on a continuing basis to one or more of the Dealers specified in the "General Description of the Programme" and any additional dealer appointed
under the Programme from time to time (each a Dealer and together the Dealers). Notes may also be issued to third parties other than Dealers. Dealers and such third
parties are referred to as Purchasers. The terms and conditions of the English Law Notes (the English Law Notes) and the Uncertificated Notes (the Uncertificated
Notes) are set out herein in the section headed "Terms and Conditions of the English Law Notes and the Uncertificated Notes" and the terms and conditions of the
French Law Notes (the French Law Notes) are set out herein in the section headed "Terms and Conditions of the French Law Notes".
English Law Notes may be issued in bearer form (Bearer Notes, which include Bearer SIS Notes (as defined in the section headed "Terms and Conditions of the English
Law Notes and the Uncertificated Notes")) or registered form (Registered Notes) or in uncertificated form (EUI Notes) or as Uncertificated SIS Notes (as defined in the
section headed "Terms and Conditions of the English Law Notes and the Uncertificated Notes"). Bearer Notes and Registered Notes may be represented by one or more
Global Notes (as defined in the section headed "Terms and Conditions of the English Law Notes and the Uncertificated Notes"). Bearer Notes (other than SIS Notes) will
be deposited with a common depositary (Common Depositary) or, in the case of new global notes (New Global Notes or NGNs), a common safekeeper (Common
Safekeeper) on behalf of Euroclear Bank S.A./N.V. as operator of the Euroclear System (Euroclear) and Clearstream Banking, société anonyme (Clearstream,
Luxembourg). Registered Notes will either (i) be deposited with a custodian for, and registered in the name of a nominee of, DTC (in the case of Rule 144A Global Notes
and Regulation S Global Notes (as defined in the section headed "Terms and Conditions of the English Law Notes and the Uncertificated Notes") only) or (ii) be deposited
with a Common Depositary for Euroclear and Clearstream, Luxembourg, or, in the case of Registered Global Notes (as defined in the section headed "Terms and
Conditions of the English Law Notes and the Uncertificated Notes") issued under the new safekeeping structure (NSS) registered in the name of a nominee of one of the
International Central Securities Depositaries (ICSDs) acting as Common Safekeeper. Bearer SIS Notes (certified in a Permanent Global SIS Note) will be deposited with
the Swiss securities services corporation SIX SIS Ltd (SIS) or any other intermediary recognised for such purposes by the SIX Swiss Exchange Ltd. Uncertificated Notes
shall include Uncertificated SIS Notes and EUI Notes (all as defined and further described in the section headed "Form of the Notes"). Uncertificated Notes will be issued
in uncertificated and dematerialised book-entry form, in each case, as more fully set out in "Form of the Notes" herein. Noteholders may hold EUI Notes through Euroclear
UK & Ireland Limited (formerly known as CRESTCo Limited) (such clearing system, EUI) either directly (CREST Notes) or through the issuance of CREST Depository
Interests (such securities, CDIs) representing underlying Notes (CREST Notes and CDIs together to be known as EUI Notes). CDIs are independent securities constituted
under English law and transferred through CREST. CDIs will be issued by CREST Depository Limited pursuant to a global deed poll dated 25 June 2001 (as subsequently
modified, supplemented and/or restated, the CREST Deed Poll), as all more fully described in the section headed Book Entry Clearance Systems. French Law Notes (as
defined below) may be issued in dematerialised form or materialised form.
English Law Notes and French Law Notes will constitute obligations under French law, within the meaning of Article L.213-5 of the French Code monétaire et financier, if
so specified in the relevant Final Terms.
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under the loi relative aux
prospectus pour valeurs mobilières dated 10 July 2005 which implements the Prospectus Directive (the Luxembourg Act) to approve this document as a base
prospectus. By approving this Base Prospectus, the CSSF gives no undertaking as to the economic or financial opportuneness of the transaction or the quality or
solvency of the Issuer in line with the provisions of article 7(7) of the Luxembourg Act. Application has also been made to the Luxembourg Stock Exchange for Notes
issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List 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 Instrument Directive
2004/39/EC of 21 April 2004 (a Regulated Market). Notes issued under the Programme may also be unlisted or listed and admitted to trading on any other market,
including any other Regulated Market in any Member State of the EEA and/or offered to the public in any Member State of the EEA. The relevant final terms in respect of
the issue of any Notes (as defined below) will specify whether or not such Notes will be listed and admitted to trading on any market and/or offered to the public in any
Member State of the EEA and, if so, the relevant market.
Application has also been made to the SIX Swiss Exchange Ltd (the SIX Swiss Exchange) to approve this document as an "issuance programme" for the listing of
derivatives and an "issuance programme" for the listing of bonds, both in accordance with the listing rules of the SIX Swiss Exchange. In respect of Notes to be listed on
the SIX Swiss Exchange, this Base Prospectus and the relevant Final Terms will constitute the listing prospectus pursuant to the listing rules of the SIX Swiss Exchange.
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 not contained
herein which are applicable to each Tranche (as defined in the Terms and Conditions of the Notes) of Notes will be set out in a final terms document (the Final Terms)
which (except in the case of Private Placement Notes (as defined below)) will be filed with the CSSF. The Programme provides that Notes may be listed or admitted to
trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the Issuer, the Guarantor and the relevant Purchaser. The
Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market.
The Issuer may agree with any Purchaser that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes as set out herein, in which case
a Base Prospectus Supplement, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes.
The Notes may be rated at the latest on the relevant Issue Date by one or more rating agencies. The rating(s) of the Notes (if any) will be specified in the relevant Final
Terms, including as to whether or not such credit ratings are issued by credit rating agencies established in the European Union, registered (or which have applied for
registration) under Regulation (EC) No 1060/2009 of the European Parliament and of the Council dated 16 September 2009, as amended by Regulation (EU) No
513/2011 of the European Parliament and of the Council dated 11 May 2011 (the CRA Regulation) and are included in the list of registered credit rating agencies
published at the website of the European Securities and Markets Authority ( www.esma.europa.eu ).
H
H
2






In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the
European Union and registered under the CRA Regulation unless the rating is provided by a credit agency operating in the European Union before 7 June 2010 which
has submitted an application for registration in accordance with the CRA Regulation and such registration is not refused. A rating is not a recommendation to buy, sell or
hold securities and may be subject to suspension, change, or withdrawal at any time by the assigning rating agency without notice.


ARRANGER

Société Générale Corporate & Investment Banking

DEALERS
Société Générale Corporate & Investment Banking
Société Générale Bank & Trust
SG Option Europe

3






TABLE OF CONTENTS
Section
Page

SUMMARY OF THE PROGRAMME .................................................................................................................... 11
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................................ 24
GENERAL DESCRIPTION OF THE COLLATERAL ARRANGEMENTS IN RESPECT OF SECURED
NOTES ................................................................................................................................................... 30
RISK FACTORS ................................................................................................................................................... 41
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................ 79
FORM OF THE NOTES ........................................................................................................................................ 84
FORM OF FINAL TERMS .................................................................................................................................... 94
TERMS AND CONDITIONS OF THE ENGLISH LAW NOTES AND THE UNCERTIFICATED NOTES ........... 146
TERMS AND CONDITIONS OF THE FRENCH LAW NOTES ........................................................................... 195
TECHNICAL ANNEX.......................................................................................................................................... 233
FORM OF DEED OF GUARANTEE ................................................................................................................... 387
USE OF PROCEEDS.......................................................................................................................................... 392
DESCRIPTION OF SOCIÉTÉ GÉNÉRALE ........................................................................................................ 393
DESCRIPTION OF SG ISSUER ......................................................................................................................... 395
DESCRIPTION OF THE PREFERENCE SHARE ISSUER AND THE PREFERENCE SHARES ...................... 400
BOOK ENTRY CLEARANCE SYSTEMS........................................................................................................... 402
TAXATION.......................................................................................................................................................... 407
SUBSCRIPTION, SALE AND TRANSFER RESTRICTIONS............................................................................. 464
GENERAL INFORMATION ................................................................................................................................ 487
INDEX OF DEFINED TERMS ............................................................................................................................. 491
PROSPECTUS RELATIF AU PROGRAMME D'EMISSION DE TITRES DE CREANCE .................................. 507

4






This Base Prospectus comprises a base prospectus in respect of the Issuer for the purpose of Article 5.4
of Directive 2003/71/EC (as amended by Directive 2010/73/EU (the 2010 PD Amending Directive)) (the
Prospectus Directive) and for the purpose of giving information with regard to the Issuer, the Guarantor
and the Notes which is necessary to enable investors to make an informed assessment of the assets and
liabilities, financial position, profit and losses and prospects of the Issuer and the Guarantor.
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. None of the Issuer, the Guarantor, the Arranger or the Dealers 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, the Guarantor, the Arranger or the Dealers which is intended to
permit a public offering of any Notes outside the European Economic Area (EEA) or distribution of this
Base Prospectus 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 Note comes must inform themselves about, and observe, any such restrictions
on the distribution of this Base Prospectus and the offering and sale of Notes (see the section headed
"Subscription, Sale and Transfer Restrictions").
An investment in Notes does not constitute a participation in a collective investment scheme within the
meaning of the Swiss Federal Act on Collective Investment Schemes (CISA). Therefore, the Notes are not
subject to authorisation or supervision by the Swiss Financial Market Supervisory Authority FINMA
(FINMA) and investors will not benefit from protection under the CISA or supervision by FINMA.
CERTAIN ISSUES OF NOTES MAY NOT BE SUITABLE INVESTMENTS FOR ALL INVESTORS. NO
INVESTOR SHOULD PURCHASE A NOTE UNLESS SUCH INVESTOR UNDERSTANDS, AND IS ABLE TO
BEAR THE YIELD, MARKET LIQUIDITY, STRUCTURE, REDEMPTION AND OTHER RISKS ASSOCIATED
WITH THE NOTE. FOR FURTHER DETAILS, SEE "RISK FACTORS" HEREIN.
The Issuer and the Guarantor (the Responsible Persons) accept responsibility for the information contained in,
or incorporated by reference into, this Base Prospectus. To the best of the knowledge and belief of the Issuer and
the Guarantor (each having taken all reasonable care to ensure that such is the case) the information contained
in, or incorporated by reference into, this Base Prospectus is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Subject as provided in the applicable Final Terms, the only persons authorised to use this Base Prospectus in
connection with an offer of Notes are the persons named in the applicable Final Terms as the relevant Purchaser
or the relevant Managers (as identified in the applicable Final Terms) and the persons named in or identifiable
following the applicable Final Terms as the Financial Intermediaries, as the case may be.
Copies of Final Terms will be available free of charge from the head office of the Issuer and the Guarantor and
the specified office of each of the Paying Agents (as defined below), in each case at the address given at the end
of this Base Prospectus (provided that Final Terms relating to Private Placement Notes will only be available for
inspection by a holder of such Notes upon production of evidence satisfactory to the Issuer or Paying Agent as to
its holding of such Notes and identity). This Base Prospectus and any relevant Final Terms will be published on
the website of the Luxembourg Stock Exchange (www.bourse.lu).
H
H
This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see "Documents Incorporated by Reference"). This Base Prospectus shall be read and
construed on the basis that such documents are incorporated and form part of this Base Prospectus.
5






Any person (an Investor) intending to acquire or acquiring any securities from any person (an Offeror) should be
aware that, in the context of an offer to the public as defined in the Prospectus Directive, the Issuer may be
responsible to the Investor for the Base Prospectus only if the Issuer is acting in association with that Offeror to
make the offer to the Investor. Each Investor should therefore verify with the Offeror whether or not the Offeror is
acting in association with the Issuer. If the Offeror is not acting in association with the Issuer, the Investor should
check with the Offeror whether anyone is responsible for the Base Prospectus for the purposes of Article 6 of the
Prospectus Directive as implemented by the national legislation of each EEA Member State in the context of the
offer to the public, and, if so, who that person is. If the Investor is in any doubt about whether it can rely on the
Base Prospectus and/or who is responsible for its contents it should take legal advice.
No person is or has been authorised by any of the Arranger, the Issuer or the Guarantor 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, the Guarantor, the Arranger or
any of the Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or the Notes
(a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation or a statement of opinion (or a report on either of those things) by the Issuer, the Guarantor, the
Arranger or any of the Dealers that any recipient of this Base Prospectus or any other information supplied in
connection with the Programme or the 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 and the Guarantor. Neither this Base Prospectus nor any
other information supplied in connection with the Programme or the Notes constitutes an offer or invitation by or
on behalf of the Issuer, the Guarantor, the Arranger or any of the Dealers to any person to subscribe for or to
purchase any Notes.
None of the Arranger or any Dealer has independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by any
Dealer or the Arranger as to the accuracy or completeness of the information contained or incorporated by
reference in this Base Prospectus or any other information provided by the Issuer or the Guarantor. None of the
Arranger or any Dealer accepts any liability in relation to the information contained or incorporated by reference
in this Base Prospectus or any other information provided by the Issuer or the Guarantor in connection with the
Programme or the Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuer or the Guarantor is correct at
any time subsequent to the date hereof or that any other information supplied in connection with the Programme
or the Notes is correct as of any time subsequent to the date indicated in the document containing the same.
None of the Arranger or any Dealer expressly undertakes to review the financial condition or affairs of the Issuer
or the Guarantor during the life of the Programme or to advise any investor in the Notes of any information
coming to their attention.
To the fullest extent permitted by law, none of the Dealers or the Arranger accepts any responsibility for the
contents of this Base Prospectus or for any other statement, made or purported to be made by the Arranger or a
Dealer or on its behalf in connection with the Issuer, the Guarantor or the issue and offering of any Notes. The
Arranger and each Dealer accordingly disclaims all and any liability whether arising in contract or otherwise (save
as referred to above) which it might otherwise have in respect of this Base Prospectus or any such statement.
The Notes and any guarantee thereof have not been and will not be registered under the U.S. Securities Act of
1933, as amended, (the Securities Act) or under any state securities laws and neither the Issuer nor the
Guarantor have registered or will register as an investment company under the U.S. Investment Company Act of
1940, as amended (the Investment Company Act). Accordingly, the Notes may not be offered or sold in the
United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the
registration requirements of the Securities Act in a transaction that will not cause the Issuer or the Guarantor, as
the case may be, to become required to register under the Investment Company Act. The Permanently Restricted
Notes (as defined below) may not at any time be offered, sold, resold, traded, pledged, redeemed, transferred or
6






delivered, directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. person, and
may not be legally or beneficially owned at any time by any U.S. person (as defined in Regulation S, a
U.S. Person) and accordingly are being offered and sold outside the United States to persons that are not U.S.
Persons in reliance on Regulation S. By its purchase of a Note (other than a Permanently Restricted Note), each
purchaser will be deemed to have agreed that it may not resell or otherwise transfer the Note held by it except (a)
to the Issuer or any affiliate thereof, (b) inside the United States to a person that is a qualified purchaser within
the meaning of Section 2(a)(51) of the Investment Company Act and the rules thereunder (a QP) reasonably
believed by the Seller to be a qualified institutional buyer, as defined under Rule 144A under the Securities Act (a
QIB), purchasing for its own account or for the account of a QIB that is also a QP in a transaction meeting the
requirements of Rule 144A, (c) outside the United States in compliance with Rule 903 or Rule 904 under the
Securities Act, or (d) pursuant to an effective registration statement under the Securities Act, in each case in
accordance with all applicable U.S. State securities laws. By its purchase of a Permanently Restricted Note, each
purchaser will be deemed to have agreed that it may not resell or otherwise transfer any Permanently Restricted
Note held by it except outside the United States in an offshore transaction to a person that is not a U.S. Person.
Non-U.S. Registered Notes means Registered Notes sold exclusively outside the United States in reliance on
Regulation S and permanently restricted from sale, transfer or delivery in the United States or to a U.S. Person.
Permanently Restricted Notes means Non-U.S. Registered Notes, Uncertificated Notes which are designated
in the Final Terms to be Permanently Restricted Notes and Dematerialised Notes which are designated in the
Final Terms to be Permanently Restricted Notes.
Notes in bearer form 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 (the Code) and the U.S. Treasury regulations promulgated thereunder.
This Base Prospectus has been prepared on the basis that, except to the extent subparagraph (ii) below may
apply, any offer of Notes in any Member State of the EEA 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 Dealer to
publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement 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 subparagraph (ii) above
may apply, neither the Issuer nor any Dealer has authorised, nor does it authorise, the making of any offer of
Notes in circumstances in which an obligation arises for the Issuer or any Dealer to publish or supplement a
prospectus for such offer.
7






U.S. INFORMATION
This Base Prospectus is being submitted on a confidential basis in the United States to a limited number of QIBs
that are also QPs for informational use solely in connection with the consideration of the purchase of the Notes
being offered hereby. Its use for any other purpose in the United States is not authorised. It may not be copied or
reproduced in whole or in part nor may it be distributed or any of its contents disclosed to anyone other than the
prospective investors to whom it is originally submitted.
Registered Notes (other than Permanently Restricted Notes) may be offered or sold within the United States only
to QIBs that are also QPs in transactions exempt from the registration requirements of the Securities Act and that
will not require the Issuer or the Guarantor to register under the Investment Company Act. Each U.S. purchaser
of Registered Notes (other than Permanently Restricted Notes) is hereby notified that the offer and sale of any
Registered Notes (other than Permanently Restricted Notes) to it may be being made in reliance upon the
exemption from the registration requirements of the Securities Act provided by Rule 144A; provided that
Permanently Restricted Notes may not be offered, sold, resold, traded, pledged, redeemed, transferred or
delivered, directly or indirectly, in the United States or to, or for the account or benefit of, a U.S. Person, and any
offer, sale, resale, trade, pledge, redemption, transfer or delivery made, directly or indirectly, within the United
States or to, or for the account or benefit of, a U.S. Person will not be recognised.
Each purchaser or holder of Notes represented by a Rule 144A Global Note or a Combined Global Note (each as
defined below) or any Notes issued in registered form in exchange or substitution therefor (together Legended
Notes) and each purchaser or holder of Permanently Restricted Notes will be deemed, by its acceptance or
purchase of any such Legended Notes or Permanently Restricted Notes to have made certain representations
and agreements intended to restrict the resale or other transfer of such Notes as set out in the section headed
"Subscription, Sale and Transfer Restrictions". Unless otherwise stated, terms used in this paragraph have the
meanings given to them in the section headed "Form of the Notes".
The Notes and the Guarantee have not been approved or disapproved by the U.S. Securities and Exchange
Commission (the SEC), any State securities commission in the United States or any other U.S. regulatory
authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the
Notes or the accuracy or adequacy of this Base Prospectus. Any representation to the contrary is a criminal
offence in the United States.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS
BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE
OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON
IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF
STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER CHAPTER 421-B IS TRUE,
COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION
OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY
OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED
OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR
CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with any resales or other transfers of Notes that are
"restricted securities" within the meaning of the Securities Act, the Issuer has undertaken in a deed poll (the
Deed Poll) to furnish, upon the request of a holder of such Notes or any beneficial interest therein, to such holder
or to a prospective purchaser designated by him, the information required to be delivered under Rule 144A(d)(4)
under the Securities Act if, at the time of the request, the Issuer is neither a reporting company under Section 13
or 15(d) of the U.S. Securities Exchange Act of 1934, as amended, (the Exchange Act) nor exempt from
reporting pursuant to Rule 12g3-2(b) thereunder.
8






SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
The Issuer is a corporation organised under the laws of Luxembourg (the Relevant Jurisdiction). All of the
officers and directors named herein reside outside the United States and all or a substantial portion of the assets
of the Issuer and of such officers and directors are located outside the United States. As a result, it may not be
possible for investors to effect service of process in connection with a cause of action under the laws of a
jurisdiction other than England and Wales outside the Relevant Jurisdiction upon the Issuer or such persons, or
to enforce judgments against them obtained in courts outside the Relevant Jurisdiction predicated upon civil
liabilities of the Issuer or such directors and officers under laws other than those of the Relevant Jurisdiction,
including any judgment predicated upon United States federal securities laws.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
The Issuer maintains its financial books and records and prepares its financial statements in accordance with
financial reporting standards which differ in certain important respects from generally accepted accounting
principles in the United States (U.S. GAAP).
INTERPRETATION
Capitalised terms which are used but not defined in any particular section of this Base Prospectus shall have the
meaning attributed thereto in the relevant Terms and Conditions or any other section of this Base Prospectus.
All references in this document and any applicable Final Terms to:
(i)
"U.S. dollars" or "U.S.$" refer to the lawful currency of the United States of America, those to "Sterling"
or "£" refer to the lawful currency of the United Kingdom, those to "Australian dollars" or "A$" refer to the
lawful currency of Australia, those to "Swiss Francs" refer to the lawful currency of Switzerland, those to
"Japanese Yen" or "¥" refer to the lawful currency of Japan, those to "euro", "Euro" or "" refer to the
lawful currency introduced at the start of the third stage of European economic and monetary union
pursuant to the Treaty on the Functioning of the European Union, as amended and those to "Yuan " or
"Renminbi" refer to the lawful currency of the People's Republic of China (the PRC), which for the
purpose of this document, excludes Taiwan and the Special Administrative Regions of the PRC: Hong
Kong and Macau;
(ii)
any three letter alphabetic currency codes, including but not limited to the three letter alphabetic
currency codes set out below, shall have the meaning given to them pursuant to ISO 4217 (the
international standard currency code established by the International Organization for Standardization):

Alphabetic code
Country
Currency
AUD AUSTRALIA
Australian
Dollar
CAD CANADA
Canadian
Dollar
CHF SWITZERLAND
Swiss
Franc
CNY or RMB
CHINA
Yuan Renminbi
CZK
CZECH REPUBLIC
Czech Koruna
EUR EUROPEAN
MEMBER
Euro
STATESF1F
GBP
UNITED KINGDOM
Pound Sterling
HKD
HONG KONG
Hong Kong Dollar
HUF HUNGARY
Forint

1 European Member States that have adopted the Euro pursuant to the third stage of European economic and monetary union pursuant to the
Treaty on the Functioning of the European Union, as amended.
9






ILS
ISRAEL
New Israeli Sheqel
JPY JAPAN
Yen
MXN MEXICO
Mexican
Peso
NOK NORWAY
Norwegian
Krone
NZD
NEW ZEALAND
New Zealand Dollar
PLN POLAND
Zloty
RON ROMANIA
Leu
SEK SWEDEN
Swedish
Krona
SGD SINGAPORE
Singapore
Dollar
TRY TURKEY
Turkish
Lira
USD
UNITED STATES
US Dollar
ZAR SOUTH
AFRICA
Rand
(iii)
the "Terms and Conditions" or the "Conditions" shall be to the terms and conditions of the English Law
Notes, the terms and conditions of Uncertificated Notes and/or the terms and conditions of the French
Law Notes, as appropriate; and
(iv)
the "Notes" shall be to the English Law Notes, Uncertificated Notes and/or the French Law Notes, as
appropriate. For the avoidance of doubt, in the section headed "Terms and Conditions of the English
Law Notes and the Uncertificated Notes", references to the "Notes" shall be to the English Law Notes
and/or Uncertificated Notes, as the context requires, and in the section headed "Terms and Conditions
of the French Law Notes", references to the "Notes" shall be to the French Law Notes.
STABILISATION
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, THE DEALER OR DEALERS (IF ANY)
NAMED AS THE STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF ANY STABILISING
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 STABILISING MANAGER(S) (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 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 STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF ANY STABILISING
MANAGER(S)) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
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