Bond ELOISE S.A. 2.875% ( FR0013510179 ) in EUR

ELOISE S.A.

100 % ▼

France

FR0013510179 ( in EUR )

2.875% per year ( payment 1 time a year)

29/01/2026 - Bond has expired

Prospectus brochure of the bond ELO S.A FR0013510179 in EUR 2.875%, expired

100 000 EUR

1 000 000 000 EUR

ELO S.A. is a Brazilian fintech company specializing in payment processing and acquiring services, offering solutions for businesses and consumers.

The Bond issued by ELOISE S.A. ( France ) , in EUR, with the ISIN code FR0013510179, pays a coupon of 2.875% per year.
The coupons are paid 1 time per year and the Bond maturity is 29/01/2026

Base Prospectus dated 20 April 2020

6,500,000,000
Euro Medium Term Note Programme

Under the 6,500,000,000 Euro Medium Term Note Programme (the "Programme") described in this Base Prospectus (as defined below),
Auchan Holding ("Auchan Holding" or the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to
time issue Euro Medium Term Notes (the "Notes"). The aggregate nominal amount of Notes outstanding under this Programme will not at any
time exceed 6,500,000,000 (or the equivalent in any other currency).
For the avoidance of doubt, any Notes issued under the Programme on or after the date of this Base Prospectus are issued subject to the
provisions described herein. This does not affect any Notes outstanding.
This document constitutes a base prospectus (the "Base Prospectus") for the purpose of Article 8 of the Regulation (EU) 2017/1129 of the
European Parliament and of the Council dated 14 June 2017 on the prospectus to be published when securities are offered to the public or
admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the "Prospectus Regulation").
This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") in Luxembourg, as competent
authority under the Prospectus Regulation.
The CSSF only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the
Prospectus Regulation. In line with the provisions of Article 6(4) of the Luxembourg act dated 16 July 2019 relating to prospectuses for securities
(loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières) which implements the Prospectus Regulation, the CSSF assumes no
responsibility as to the economic and financial soundness of the transaction and such approval should not be considered as an endorsement of
the quality of the securities that are the subject of this Base Prospectus. Investors should make their own assessment as to the suitability of
investing in the securities.
This Base Prospectus is valid for twelve (12) months from its date in relation to Notes which are to be admitted to trading on a Regulated Market in
the European Economic Area ("EEA") or in the United Kingdom (the "UK"). The obligation to supplement this Base Prospectus in the event of a
significant new factors, material mistakes or material inaccuracies does not apply when this Base Prospectus is no longer valid.
Application may be made (i) to the Luxembourg Stock Exchange for the period of twelve (12) months after the date of this Base Prospectus for
Notes issued under the Programme to be listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the regulated
market of the Luxembourg Stock Exchange and/or (ii) to the competent authority of any other Member State of the EEA or in the UK for Notes
issued under the Programme to be listed and admitted to trading on a Regulated Market (as defined below) in such Member State. The regulated
market of the Luxembourg Stock Exchange is a regulated market for the purposes of the Market in Financial Instruments Directive 2014/65/UE of
the European Parliament and of the Council dated 15 May 2014, as amended, appearing on the list of regulated markets issued by the European
Securities and Markets Authority (each, a "Regulated Market"). However, Notes which are neither listed nor admitted to trading on any Regulated
Market may also be issued pursuant to the Programme. The relevant final terms (the substantial form of which is contained herein) in respect of
the issue of any Notes (the "Final Terms") will specify whether or not such Notes will be listed and admitted to trading on any Regulated Market,
and, if so, the relevant Regulated Market in the EEA or in the UK.
Notes may be issued either in dematerialised form ("Dematerialised Notes") or in materialised form ("Materialised Notes"), as more fully
described herein.
Dematerialised Notes will at all times be in book entry form in compliance with Article L.211-3 et seq. of the French Code monétaire et financier.
No physical documents of title will be issued in respect of the Dematerialised Notes. Dematerialised Notes may, at the option of the Issuer, be in
bearer form (au porteur) inscribed as from the issue date in the books of Euroclear France ("Euroclear France") (acting as central depositary)
which shall credit the accounts of Account Holders (as defined in "Terms and Conditions of the Notes Form, Denomination(s), Title and Method
of Issue") including Euroclear Bank SA/NV ("Euroclear") and the depositary bank for Clearstream Banking, société anonyme ("Clearstream ") or
in registered form (au nominatif) and, in such latter case, at the option of the relevant Noteholder (as defined in "Terms and Conditions of the
Notes Form, Denomination(s), Title and Method of Issue"), in either fully registered form (au nominatif pur), in which case they will be inscribed
in an account maintained by the Issuer or by the registration agent (designated in the relevant Final Terms) for the Issuer, or in administered
registered form (au nominatif administré) in which case they will be inscribed in the accounts of the Account Holders designated by the relevant
Noteholders.
Materialised Notes will be in bearer form (au porteur) only and may only be issued outside France. A temporary global certificate in bearer form
without interest coupons attached (a "Temporary Global Certificate") will initially be issued in connection with Materialised Notes. Such
Temporary Global Certificate will be subsequently exchanged for definitive Materialised Notes with, where applicable, coupons for interest or
talons attached on or after a date expected to be on or about the 40th calendar day after the issue date of the Notes (subject to postponement as
described in "Temporary Global Certificates issued in respect of Materialised Notes") upon certification as to non-U.S. beneficial ownership as
more fully described herein. Temporary Global Certificates will (a) in the case of a Tranche (as defined in "Terms and Conditions of the Notes -
Form, Denomination(s), Title and Method of Issue") intended to be cleared through Euroclear and/or Clearstream, be deposited on the issue date
with a common depositary on behalf of Euroclear and/or Clearstream or (b) in the case of a Tranche intended to be cleared through a clearing
system other than or in addition to Euroclear and/or Clearstream or delivered outside a clearing system, be deposited as agreed between the
Issuer and the relevant Dealer (as defined below).
Auchan Holding is rated BBB- with negative outlook by Standard & Poor's Credit Market Services France S.A.S. ("Standard & Poor's"). As of the
date of this Base Prospectus, Standard & Poor's is a credit rating agency established in the European Union, registered under Regulation (EC)
No. 1060/2009 of the European Parliament and of the Council dated 16 September 2009 on credit rating agencies, as amended (the "CRA
Regulation") and included in the list of registered credit rating agencies published on the website of the European Securities and Markets
Authority (http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. Notes issued under the
Programme may be rated or unrated. The rating, if any, will be specified in the relevant Final Terms. 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.
See "Risk factors" below for certain information relevant to an investment in the Notes to be issued under the Programme.
ARRANGER
NATIXIS

PERMANENT DEALERS
BANCA IMI
BNP PARIBAS
CITIGROUP
CIC MARKET SOLUTIONS
COMMERZBANK
CRÉDIT AGRICOLE CIB
DEUTSCHE BANK
HSBC
ING
NATIXIS
SANTANDER CORPORATE & INVESTMENT BANKING
SMBC NIKKO
SOCIETE GENERALE CORPORATE & INVESTMENT
UNICREDIT BANK
BANKING

2

This Base Prospectus (together with all supplements thereto from time to time) and the documents
incorporated by reference therein has been prepared for the purpose of giving information with regard
to the Issuer and its consolidated subsidiaries and the Notes which, according to the particular nature
of the Issuer and the Notes, 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, the rights
attaching to the Notes and the reason for the issuance and its impact on the Issuer.
The terms and conditions applicable to each Tranche not contained herein (including, without
limitation, the aggregate nominal amount, issue price, redemption price thereof, and interest, if any,
payable thereunder) will be determined at the time of the issue of each Tranche based on then
prevailing market conditions and will be set out in the relevant Final Terms. In relation to each Tranche
of Notes, the Base Prospectus must be read with the relevant Final Terms.
No person is or has been authorised to give any information or to make any representation other than
those contained in this Base Prospectus in connection with the issue or sale of the Notes and, if given
or made, such information or representation must not be relied upon as having been authorised by
Auchan Holding, the Arranger or any of the Dealers (each as defined in "General Description of the
Programme"). Neither the delivery of this Base Prospectus nor any sale made in connection herewith
shall, under any circumstances, create any implication that there has been no change in the affairs of
Auchan Holding or those of the Auchan Holding Group (as defined below) since the date hereof or the
date upon which this Base Prospectus has been most recently supplemented or that there has been
no adverse change in the financial position of Auchan Holding or that of the Auchan Holding Group
since the date hereof or the date upon which this Base Prospectus has been most recently
supplemented or that any other information supplied in connection with the Programme is correct as of
any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.
For the purposes of this Base Prospectus, the "Auchan Holding Group" means Auchan Holding and
its consolidated subsidiaries and affiliates as a whole.
The distribution of this Base Prospectus, any Final Terms and any offering materials under the
Programme, and the offering or sale of the Notes in certain jurisdictions may be restricted by law.
Persons into whose possession this Base Prospectus comes are required by Auchan Holding, the
Arranger and the Dealers to inform themselves about and to observe any such restriction. The Notes
have not been and will not be registered under the United States Securities Act of 1933, as amended
(the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the
United States, and may include Materialised Notes in bearer form (au porteur) that are subject to U.S.
federal income tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or
delivered within the United States or to the account or benefit of U.S. persons. The Notes are being
offered and sold outside the United States of America to non-U.S. persons in reliance on Regulation S
under the Securities Act. For a description of these and certain further restrictions on offers and sales
of Notes and on distribution of this Base Prospectus, see "Subscription and Sale".
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of Auchan
Holding, the Arranger or the Dealers to subscribe for, or purchase, any Notes.
The Arranger and the Dealers have not separately verified the information or representations
contained or incorporated by reference in this Base Prospectus. None of the Arranger or the Dealers
makes any representation, express or implied, or accepts any responsibility, with respect to the
sincerity, accuracy or completeness of any of the information contained or incorporated by reference
in this Base Prospectus. Neither this Base Prospectus nor any other information or representations
incorporated by reference are intended to provide the basis of any credit or other evaluation and
should not be considered as a recommendation by any of Auchan Holding, the Arranger or the
Dealers that any recipient of this Base Prospectus or any other information incorporated by reference
should purchase the Notes. Each potential purchaser of Notes should determine for itself the
relevance of the information contained in this Base Prospectus and its purchase of Notes should be

3

based upon such investigation as it deems necessary. None of the Arranger or the Dealers
undertakes to review the financial condition or affairs of Auchan Holding or the Auchan Holding Group
during the life of the arrangements contemplated by this Base Prospectus nor to advise any investor
or potential investor in the Notes of any information coming to the attention of any of the Arranger or
the Dealers.
NOTICE
Each prospective investor of Notes must determine, based on its own independent review and such
professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes
is fully consistent with its financial needs, objectives and conditions, complies and is fully consistent
with all investment policies, guidelines and restrictions applicable to it and is a fit, proper and suitable
investment for it, notwithstanding the clear and substantial risks inherent in investing in or holding the
Notes.
A prospective investor may not rely on the Issuer or the Dealer(s) or any of their respective affiliates in
connection with its determination as to the legality of its acquisition of the Notes or as to the other
matters referred to above.
Neither the Issuer, the Dealer(s) nor any of their respective affiliates has or assumes responsibility for
the lawfulness of the acquisition of the Notes by a prospective investor of the Notes, whether under
the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates (if different), or for
compliance by that prospective investor with any law, regulation or regulatory policy applicable to it.
AN INVESTMENT IN THE NOTES MIGHT NOT BE SUITABLE FOR ALL INVESTORS
Each potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained or incorporated by
reference in this Base Prospectus or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
own financial situation, an investment in the Notes and the impact that any such investment will
have on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear the risks of an investment in the Notes,
including any currency exchange risk due to the fact that the potential investor's currency is not
Euro;
(iv)
understand thoroughly the terms of the Notes and be familiar with the behaviour of the financial
markets and any relevant indices;
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
risks of such investment; and
(vi)
consult its own advisers as to legal, tax and related aspects of an investment in the Notes.
The tax legislation of the investors' Member State and of the Issuer's country of incorporation may
have an impact on the income received from the Notes.
Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes
or other documentary charges or duties in accordance with the laws and practices of the country
where the Notes are transferred or other jurisdictions. In some jurisdictions, no official statements of
the tax authorities or court decisions may be available for innovative financial notes such as the Notes.
Potential investors are advised not to rely upon the tax overview contained in this Base Prospectus but
to ask for their own tax adviser's advice on their individual taxation with respect to the acquisition,
holding, sale and redemption of the Notes. Only these advisors are in a position to duly consider the

4

specific situation of the potential investor.
A number of Member States of the European Union are currently negotiating to introduce a financial
transactions tax ("FTT") in the scope of which transactions in the Notes may fal . The scope of any
such tax is stil uncertain as well as any potential timing of implementation. If the currently discussed
text or any similar tax is adopted, transactions in the Notes would be subject to higher costs, and the
liquidity of the market for the Notes may be diminished. Prospective holders of the Notes are advised
to seek their own professional advice in relation to the FTT.
MiFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any
Tranche of Notes, where applicable, wil include a legend entitled "MiFID II Product Governance"
which wil outline the determination of the type of clients in the context of the target market
assessment, taking into account the five (5) categories referred to in item 18 of the Guidelines
published by the European Securities and Markets Authority on 5 February 2018 in respect of the
Notes and which channels for distribution of the Notes are appropriate. Any person subsequently
offering, sel ing or recommending the Notes (a "distributor") should take into consideration the target
market assessment; however, a distributor subject to Directive 2014/65/EU of the European
Parliament and of the Council dated 15 May 2014 on markets in financial instruments, 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 wil be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance
Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but
otherwise neither the Arranger nor the Dealers nor any of their respective affiliates wil be a
manufacturer for the purpose of the MiFID Product Governance Rules.
PRIIPS REGULATION - 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 EEA or in the United Kingdom (the "UK").
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; or (i ) a customer within the meaning of Directive
2016/97/EU of the European Parliament and of the Council dated 20 January 2016 on insurance
distribution, as amended, where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II. 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 EEA or in the UK has been
prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.

5

TABLE OF CONTENTS
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................... 7
RISK FACTORS .....................................................................................................................................13
DOCUMENTS INCORPORATED BY REFERENCE .............................................................................30
SUPPLEMENT TO THE BASE PROSPECTUS ....................................................................................34
TERMS AND CONDITIONS OF THE NOTES .......................................................................................35
TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED NOTES .........80
USE OF PROCEEDS .............................................................................................................................82
DESCRIPTION AND BUSINESS OVERVIEW OF AUCHAN HOLDING ..............................................83
RECENT DEVELOPMENTS ..................................................................................................................90
SUBSCRIPTION AND SALE .................................................................................................................92
FORM OF FINAL TERMS ......................................................................................................................96
GENERAL INFORMATION .................................................................................................................. 117
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS ........121

6

GENERAL DESCRIPTION OF THE PROGRAMME
The fol owing general description of the Programme does not purport to be complete and is taken
from, and is qualified in its entirety by the remainder of this Base Prospectus and, in relation to the
terms and conditions of any particular Tranche of Notes, the relevant Final Terms. The Notes wil be
issued on such terms as shal be agreed between the Issuer and the relevant Dealer(s) and wil be
subject to the Conditions set out in this Base Prospectus as completed by the relevant Final Terms.
Words and expressions defined in the section "Terms and Conditions of the Notes" of this Base
Prospectus shal have the same meanings in this general description.
Issuer:
Auchan Holding
LEI (Legal Entity Identifier):
969500ASEC557H5A4F22
Website:
https://www.auchan-holding.com/en/our-results
Arranger:
Natixis
Dealers:
Banca IMI S.p.A.,
Banco Santander, S.A.,
BNP Paribas,
Citigroup Global Markets Limited,
Commerzbank Aktiengesellschaft,
Crédit Industriel et Commercial S.A.,
Crédit Agricole Corporate and Investment Bank,
Deutsche Bank Aktiengesel schaft,
HSBC France,
ING Bank N.V., Belgian Branch,
Natixis,
SMBC Nikko Capital Markets Europe GmbH,
SMBC Nikko Capital Markets Limited,
Société Générale,
UniCredit Bank AG
The Issuer may from time to time terminate the appointment of
any Dealer under the Programme or appoint additional dealers
either in respect of one (1) or more Tranches or in respect of the
whole Programme. References in this Base Prospectus to
"Permanent Dealers" are to the persons referred above as
Dealers and to such additional persons that are appointed as
dealers in respect of the whole Programme (and whose
appointment has not been terminated) and references to
"Dealers" are to the Permanent Dealers and all persons
appointed as a dealer in respect of one (1) or more Tranches.
Description:
Under the Euro Medium Term Note Programme (the
"Programme"), the Issuer, subject to compliance with all relevant
laws, regulations and directives, may from time to time issue
notes (the "Notes").
Programme Limit:
Up to 6,500,000,000 aggregate nominal amount of Notes issued
under the Programme (including Notes denominated in any other
currency which Euro equivalent shal be calculated in respect of
any Tranche of Notes by the Issuer prior to the Issue Date of
those Notes) outstanding at any time.

7

The Programme Limit may be increased from time to time,
subject to compliance with the relevant provisions of the
amended and restated dealer agreement entered into between
the Issuer, the Arranger and the Permanent Dealers.
Fiscal
Agent,
Principal,
Paying Agent and Calculation
Agent:
BNP Paribas Securities Services
Quotation Agent:
Aether Financial Services
Method of Issue:
The Notes wil be issued on a syndicated or non-syndicated
basis.
Maturities:
Subject to compliance with all relevant laws, regulations and
directives, any maturity from seven (7) days from the date of
original issue as specified in the relevant Final Terms.
No money market instruments having a maturity at the date of
issue of less than twelve (12) months wil be offered to the public
or admitted to trading on a regulated market under this Base
Prospectus.
Currencies:
Euro, U.S. Dol ar, Japanese yen, Swiss franc, Sterling and any
other currency specified in the relevant Final Terms.
Commercial terms of the
Notes
(price,
amount,
interest rate, etc.):
The commercial terms and conditions of the Notes of each
Tranche of Notes wil be set out in the relevant Final Terms.
Denomination(s):
Notes shall be issued in the Specified Denomination(s) set out in
the relevant Final Terms, save that the Notes admitted to trading
on a Regulated Market in circumstances which require the
publication of a prospectus under the Prospectus Regulation shal
have a minimum denomination of 100,000 each (or its
equivalent in any other currency), or such 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.
In addition, Notes (including Notes denominated in Sterling)
which have a maturity of less than one (1) year and in respect of
which the issue proceeds are to be accepted by the Issuer in the
United Kingdom or whose issue otherwise constitutes a
contravention of section 19 of the Financial Services and Markets
Act 2000, as amended ("FSMA") wil have a minimum
denomination of £100,000 each (or its equivalent in other
currencies).
Dematerialised Notes wil be issued in one (1) denomination only.
Status of Notes:
Unsubordinated Notes or Subordinated Notes.
Form of Notes:
Dematerialised Notes or Materialised Notes.
Dematerialised Notes may be issued in bearer form (au porteur)
or in registered form (au nominatif).

8

Materialised Notes wil be in bearer form (au porteur) only.
Negative Pledge:
There wil be a negative pledge in respect of Unsubordinated
Notes.
Fixed Rate Notes:
Fixed interest wil be payable in arrears on the date or dates in
each year specified in the relevant Final Terms.
Floating Rate Notes:
Floating Rate Notes wil bear interest determined separately for
each Series as fol ows, as set out in the relevant Final Terms:
(i)
on the same basis as the floating rate under a notional
interest rate swap transaction in the relevant Specified
Currency governed by the 2013 FBF Master Agreement, or
(ii) on the same basis as the floating rate under a notional
interest rate swap transaction in the relevant Specified
Currency governed by an agreement incorporating the 2006
ISDA Definitions, or
(iii) on the basis of a reference rate appearing on an agreed
screen page of a commercial quotation service (including,
without limitation, EURIBOR (or TIBEUR in French), EONIA
(or TEMPE in French), LIBOR, CMS Rate, SONIA or
TEC101),
in each case as adjusted by any applicable margin and/or rate
multiplier, if any, and calculated and payable as indicated in the
relevant Final Terms. Floating Rate Notes may also have a
Maximum Rate of Interest, a Minimum Rate of Interest or both.
Inflation Linked Notes:
Inflation Linked Notes may be issued by the Issuer where the
interest and/or the principal in respect of such Notes wil be
calculated by reference to an Inflation Index Ratio derived from
either:
(i) CPI; or
(ii) HICP.
Zero Coupon Notes:
Zero Coupon Notes may be issued at their nominal amount or at
a discount to it and wil not bear interest.
Events of Default

(including cross default):
There wil be events of default and a cross-default in respect of
Unsubordinated Notes; Subordinated Notes wil be repayable in
the event of the liquidation of the Issuer only.
Redemption:
The relevant Final Terms wil specify the provisions applicable to
the redemption of the Notes and whether such Notes may be
redeemed prior to their stated maturity at the option of the
Noteholder or the Issuer. Unless permitted by the applicable laws
and regulations, Notes (including Notes denominated in Sterling)
in respect of which the issue proceeds are to be accepted by the

1 All potential users of the EUR-TEC10-CNO must first enter into a trademark licence agreement available from
the CNO.

9

Issuer in the United Kingdom or whose issue otherwise
constitutes a contravention of section 19 of the FSMA must have
a minimum redemption amount of £100,000 (or its equivalent in
other currencies), unless such Notes may not be redeemed until
the first anniversary of their date of issue.
Optional Redemption:
The Final Terms issued in respect of each issue of Notes shal
state whether such Notes may be redeemed prior to their stated
maturity at the option of the Issuer (either in whole or in part)
and/or the Noteholders and, if so, the terms applicable to such
redemption.
Make-Whole
Redemption
Option:
The Final Terms issued in respect of each issue of Notes shal
state whether such Notes may be redeemed at the option of the
Issuer (either in whole or in part) at any time prior to their stated
maturity, at their relevant Make-Whole Redemption Amount.
Residual
Maturity
Call
Option:
The Final Terms issued in respect of each issue of Notes shal
state whether such Notes may be redeemed at the option of the
Issuer (in whole but not in part) at their Optional Redemption
Amount together with interest accrued to, but excluding, the date
fixed for redemption (including, where applicable, any Arrears of
Interest), at any time as from the Cal Option Date specified in the
relevant Final Terms which shal be no earlier than six (6) months
before the Maturity Date.
Clean-up Call Option:
The Final Terms issued in respect of each issue of Notes shal
state whether such Notes may be redeemed at the option of the
Issuer (in whole but not in part) at any time prior to their Maturity
Date, at their Optional Redemption Amount together with interest
accrued to, but excluding, the date fixed for redemption
(including, where applicable, any Arrears of Interest), as long as
the aggregate principal amount outstanding of the Notes of the
relevant Series is equal to 25 per cent. or less of the aggregate
principal amount of Notes issued on the Issue Date of al
Tranches of the relevant Series.
Redemption at the option of
the Noteholders following a
Put Change of Control Event: The Final Terms issued in respect of each issue of Notes shal
state whether such Notes may, in the event of a Put Change of
Control Event, be redeemed at the option of the Noteholders
(either in whole or in part) at any time prior to their stated
maturity, at their Optional Redemption Amount, together with
accrued interest.
Redemption by instalments:
The Final Terms issued in respect of each issue of Notes that are
redeemable in two (2) or more instalments shal set out the dates
on which, and the amounts in which, such Notes may be
redeemed.
Taxation Redemption:
The Notes may be subject to redemption at the option of the
Issuer for taxation reasons.

10