Bond Orsted Energia A/S 4.875% ( XS0473783891 ) in EUR

Issuer Orsted Energia A/S
Market price 100 %  ▼ 
Country  Denmark
ISIN code  XS0473783891 ( in EUR )
Interest rate 4.875% per year ( payment 1 time a year)
Maturity 15/12/2021 - Bond has expired



Prospectus brochure of the bond Orsted A/S XS0473783891 in EUR 4.875%, expired


Minimal amount 50 000 EUR
Total amount 500 000 000 EUR
Detailed description Ørsted A/S is a Danish energy company specializing in offshore wind power, with additional activities in onshore wind, solar, energy storage, and bioenergy.

The Bond issued by Orsted Energia A/S ( Denmark ) , in EUR, with the ISIN code XS0473783891, pays a coupon of 4.875% per year.
The coupons are paid 1 time per year and the Bond maturity is 15/12/2021







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DONG ENERGY A/S
A.9.4.1.1
(incorporated as a public limited company in Denmark with CVR number 36213728)
A.9.4.1.2
3,000,000,000
A.13.4.1
Debt Issuance Programme
Under the Debt Issuance Programme described in this Prospectus (the "Programme"), DONG Energy A/S (the "Issuer"),
subject to compliance with all relevant laws, regulations and directives, may from time to time issue debt securities (the
"Notes"). Subject to compliance with all relevant laws, regulations and directives, the Notes may have no minimum maturity
and no maximum maturity. The aggregate nominal amount of Notes outstanding will not at any time exceed 3,000,000,000
(or the equivalent in other currencies), subject to increase as provided in the Dealer Agreement (as defined on page 94).
Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial A.13.5.1
Services and Markets Act 2000 (the "FSMA") (the "UK Listing Authority") for Notes issued under the Programme during
the period of 12 months from the date of this Prospectus to be admitted to the official list of the UK Listing Authority (the
"Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for such Notes to be admitted to
trading on the London Stock Exchange's EEA Regulated Market (the "Market"). References in this Prospectus to Notes being
"listed" (and all related references) shall mean that such Notes have been admitted to trading on the Market and have been
admitted to the Official List. The Market is a regulated market for the purposes of Directive 2004/39/EC. However, unlisted
Notes may be issued pursuant to the Programme. The relevant Final Terms (as defined below) in respect of the issue of any
Notes will specify whether such Notes will be listed on the Official List and admitted to trading on the Market.
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 below) of Notes will be
set out in Final Terms (the "Final Terms") which, with respect to Notes listed on the Official List and to be admitted to trading
by the London Stock Exchange will be delivered to the UK Listing Authority and the London Stock Exchange on or before
the date of issue of the Notes of such Tranche.
Each Series (as defined in "Overview of the Programme") of Notes in bearer form will be represented on issue by a
temporary global note in bearer form (a "temporary Global Note") or a permanent global note in bearer form (a "permanent
Global Note", and each of the temporary Global Note and permanent Global Note, a "Global Note"). Notes in registered form
will be represented by a global registered certificate (a "Global Certificate") or by registered certificates (each a
"Certificate"), one Certificate being issued in respect of each Noteholder's entire holding of Registered Notes of one Series.
If the Global Notes are stated in the applicable Final Terms to be issued in new global note ("NGN") form, the Global Notes
will be delivered on or prior to the original issue date of the relevant Tranche to a common safekeeper (the "Common
Safekeeper") for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream,
Luxembourg") (the "Common Depositary"). Global notes which are not issued in NGN form ("Classic Global Notes" or
"CGNs") and Certificates will be deposited on the issue date of the relevant Tranche with a common depositary on behalf of
Euroclear and Clearstream, Luxembourg (the "Common Depositary").
The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive Notes are described
in "Summary of Provisions Relating to the Notes while in Global Form".
Notes issued under the Programme may be rated or unrated (in each case as specified in the applicable Final Terms). Where a A.13.7.5
tranche of Notes is rated, it is expected to be rated by Moody's Investors Service Inc. ("Moody's") and Standard & Poor's
Rating Services, a division of The McGraw-Hill Companies Inc. ("S&P"), and such rating will be specified in the applicable
Final Terms. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or
withdrawal at any time by the assigning agency.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this
Prospectus.
Arranger
Barclays Capital
Dealers
Barclays Capital
BNP PARIBAS
Danske Bank
Deutsche Bank
J.P. Morgan
Morgan Stanley
Nordea
The Royal Bank of Scotland
Société Générale Corporate & Investment Banking
The date of this Prospectus is 17 April 2009


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This Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive and
for the purpose of giving information with regard to the Issuer 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 Issuer accepts responsibility for the information contained in this Prospectus. To the best of the A.13.1.1
knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), the information A.13.1.2
contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the A.9.1.1
import of such information.
A.9.1.2
No person has been authorised to give any information or to make any representation other than those
contained in this 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 the Issuer, the
Arranger, Citicorp Trustee Company Limited (the "Trustee") or any of the Dealers (each as defined
below). Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall, under
any circumstances, create any implication that there has been no change in the affairs of the Issuer or of
the Issuer and its subsidiaries and affiliates taken together (the "Group") since the date hereof or the date
upon which this Prospectus has been most recently amended or supplemented or that there has been no
adverse change in the financial position of the Issuer or the Group since the date hereof or the date upon
which this Prospectus has been most recently amended or 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.
In the case of any Notes which are to be admitted to trading on a regulated market within the
European Economic Area or offered to the public in a Member State of the European Economic Area
in circumstances which require the publication of a prospectus under the Prospectus Directive
(2003/71/EC) (the "Prospectus Directive"), the minimum specified denomination shall be 50,000 (or
its equivalent in any other currency as at the date of issue of the Notes).
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), and may include Notes in bearer form that are subject to U.S. tax law
requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the
United States or to U.S. persons. For a description of certain restrictions on offers and sales of Notes
and on distribution of this Prospectus, see "Subscription and Sale".
This 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 Prospectus and the offer or sale of Notes may be restricted by law
in certain jurisdictions. The Issuer, the Dealers and the Trustee do not represent that this 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, no action has been taken by the Issuer, the Dealers or the Trustee which would permit a
public offering of any Notes outside the United Kingdom or distribution of this 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 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 Prospectus
or any Notes may come must inform themselves about, and observe, any such restrictions on the
distribution of this Prospectus and the offering and sale of Notes. In particular, there are restrictions
on the distribution of this Prospectus and the offer or sale of Notes in the United States, the European
Economic Area (including the United Kingdom and the Kingdom of Denmark) and Japan, see
"Subscription and Sale".
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The Dealers, the Trustee and the Arranger have not separately verified the information contained in
this Prospectus. None of the Dealers, the Trustee or the Arranger makes any representation, express
or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the
information in this Prospectus. Neither this Prospectus nor any other information supplied in
connection with the Programme or any Notes (a) is intended to provide the basis of any credit or other
evaluation or (b) should be considered as a recommendation by the Issuer, any of the Dealers or the
Trustee that any recipient of this Prospectus or any other information supplied in connection with the
Programme or any Notes should purchase any Notes. Each potential purchaser of Notes should
determine for itself the relevance of the information contained in this Prospectus and its purchase of
Notes should be based upon such investigation as it deems necessary. None of the Dealers, the Trustee
or the Arranger undertakes to review the financial condition or affairs of the Issuer during the life of
the arrangements contemplated by this Prospectus nor to advise any investor or potential investor in
the Notes of any information coming to the attention of any of the Dealers, the Trustee or the Arranger.
In this Prospectus, unless otherwise specified or the context otherwise requires, references to "Danish
Kroner" and "DKK" are to the currency of the Kingdom of Denmark, "euro", "EUR" or "" are to the
currency introduced at the start of the third stage of European Economic and Monetary Union, pursuant to
the Treaty establishing the European Community, as amended, references to "Sterling", "GBP" and "£" are
to the currency of the United Kingdom, references to "Norwegian Krone" are to the currency of the Kingdom
of Norway, references to "Swedish Krone" are to the currency of the Kingdom of Sweden, references to "U.S.
dollars", "U.S.$" and "$" are to the currency of the United States of America.
In connection with the issue of any Tranche (as defined in "Overview of the Programme ­ Method of
Issue"), the Dealer or Dealers (if any) named as the stabilising manager(s) (the "Stabilising
Managers") (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 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
and 60 days after the date of the allotment of the relevant Tranche. Such stabilisation or over-
allotment shall be in compliance with all applicable laws, regulations and rules.
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CONTENTS
DOCUMENTS INCORPORATED BY REFERENCE ..........................................................................
5
SUPPLEMENTARY PROSPECTUS ......................................................................................................
6
RISK FACTORS......................................................................................................................................
7
OVERVIEW OF THE PROGRAMME ..................................................................................................
15
TERMS AND CONDITIONS OF THE NOTES ....................................................................................
20
USE OF PROCEEDS ..............................................................................................................................
42
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............
43
DONG ENERGY A/S..............................................................................................................................
48
FORM OF FINAL TERMS ....................................................................................................................
79
TAXATION..............................................................................................................................................
91
SUBSCRIPTION AND SALE ................................................................................................................
93
GENERAL INFORMATION ..................................................................................................................
97
GLOSSARY OF SELECTED ENERGY AND OTHER TERMS..........................................................
99
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DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus should be read and construed in conjunction with (i) the annual reports of the Issuer for the RDA4 - 13.1
financial years ended 31 December 2007 and 31 December 2008 (excluding the section entitled "Outlook RDA9 - 11.1
A9.11.2
for 2009" appearing on pages 10 and 11 of the annual report for the financial year ended 2008 and the section A9.11.4.1
entitled "Outlook for 2008" appearing on page 13 of the annual report for the financial year ended 2007),
including consolidated annual financial statements together in each case with the audit report thereon, and
(ii) the terms and conditions set out on pages 19 to 40 of the prospectus dated 20 February 2008 and pages
19 to 40 of the prospectus dated 16 December 2005 relating to the Programme, each of which have been
previously published or are published simultaneously with this Prospectus and which have been approved by
the Financial Services Authority or filed with it. Such documents shall be incorporated in and form part of
this Prospectus, save that any statement contained in a document which is incorporated by reference herein
shall be modified or superseded for the purpose of this Prospectus to the extent that a statement contained
herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any
statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this
Prospectus.
Copies of documents incorporated by reference in this Prospectus may be obtained without charge from, the A9.14
website of the Regulatory News Service operated by the London Stock Exchange at
www.londonstockexchange.com/en-gb/pricesnews/marketnews.
The table below sets out the relevant page references for the audited consolidated annual statements for the
financial years ended 31 December 2007 and 31 December 2008 as set out in the Issuer's Annual Report.
Audited consolidated annual financial statements of the Issuer for the financial year ended
31 December 2007
Income Statement..........................................................................................................................
Page 51
Balance Sheet................................................................................................................................
Page 52
Cash Flow Statement ....................................................................................................................
Page 56
Accounting Principles ..................................................................................................................
Page 58
Notes ............................................................................................................................................
Page 64
Auditor's Report............................................................................................................................
Page 50
Audited consolidated annual financial statements of the Issuer for the financial year ended
31 December 2008
Income Statement..........................................................................................................................
Page 54
Balance Sheet................................................................................................................................
Page 56
Cash Flow Statement ....................................................................................................................
Page 59
Accounting Principles ..................................................................................................................
Page 61
Notes ............................................................................................................................................
Page 72
Auditor's Report............................................................................................................................
Page 53
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SUPPLEMENTARY PROSPECTUS
If at any time the Issuer shall be required to prepare a supplemental prospectus pursuant to section 87G of
the FSMA, the Issuer will prepare and make available an appropriate amendment or supplement to this
Prospectus or a further prospectus which, in respect of any subsequent issue of Senior Notes to be listed on
the Official List and admitted to trading on the Market, shall constitute a supplemental prospectus as required
by the UK Listing Authority and Section 87G of the FSMA.
The Issuer has given an undertaking to the Dealers that if at any time during the duration of the Programme
there is a significant new factor, mistake or material inaccuracy relating to information contained in this
Prospectus which is capable of affecting the assessment of any Notes and whose inclusion in this Prospectus
or removal is necessary for the purpose of allowing an investor to make an informed assessment of the assets
and liabilities, financial position, profits and losses and prospects of the Issuer, and the rights attaching to the
Senior Notes, the Issuer shall prepare an amendment or supplement to this Prospectus or publish a
replacement prospectus for use in connection with any subsequent offering of the Senior Notes and shall
supply to each Dealer such number of copies of such supplement hereto as such Dealer may reasonably
request.
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RISK FACTORS
A.9.3.1
A.13.2
The Issuer believes that the following factors may affect its ability to fulfil its obligations under Notes issued
under the Programme. All of these factors are contingencies which may or may not occur and the Issuer is
not in a position to express a view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated
with Notes issued under the Programme are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in
Notes issued under the Programme, but the Issuer may be unable to pay interest, principal or other amounts
on or in connection with any Notes for other reasons and the Issuer does not represent that the statements
below regarding the risks of holding any Notes are exhaustive. Prospective investors should also read the
detailed information set out elsewhere in this Prospectus and reach their own views prior to making any
investment decision.
The Issuer is an integrated energy company with leading market positions in Denmark as well as positions
in other key Northern European markets. The Issuer's principal activities include generation of power and
heat, including thermal generation and renewable generation; exploration for, and development and
production of, natural gas and oil; distribution of power and natural gas; natural gas and power wholesale
activities, with a particular focus on the sourcing and sale of natural gas; sale of natural gas and power to
end-customers; and ownership and operation of certain infrastructure assets, including a natural gas storage
facility in Denmark. For further information, see "DONG Energy A/S".
Factors that may affect the Issuer's ability to fulfill its obligations under Notes issued under the
Programme
Risks relating to Commodity Prices and Currency Exchange Rates
·
Fluctuations in the prices of power, coal and other fuels utilised in, and of Carbon Dioxide ("CO2")
Certificates related to, the Issuer's power and heat generation may materially adversely affect its
results of operations, cash flows or financial condition.
·
Fluctuations in the prices of crude oil, oil products and natural gas may materially adversely affect the
Issuer's results of operations, cash flows or financial condition.
The price mechanisms of the Issuer's natural gas supply and sales contracts, including its contracts
with the Danish Underground Consortium (the "DUC"), which is currently composed of A.P. Møller
­ Mærsk A/S, Shell Olie- og Gasudvinding Danmark B.V. and Chevron Denmark Inc., could affect
the profitability of the Issuer's sales of natural gas and may materially adversely affect its results of
operations, cash flows or financial condition.
·
Fluctuations in currency exchange rates, including, in particular, U.S. Dollars, and also Sterling,
Norwegian Krone, Euros and Swedish Krone, relative to Danish Krone may materially adversely
affect the Issuer's results of operations, cash flows or financial condition.
·
The Issuer anticipates significant capital expenditure in the coming years (see "DONG Energy A/S ­
Capital Expenditure") and makes significant long-term capital expenditures and commitments on the
basis of forecasts of future prices which may turn out to be wrong with material adverse effect on the
profitability of these capital expenditures and commitments. As a result, the Issuer' business, results
of operations or financial condition may be materially affected.
Other Risks Relating to the Issuer's Industry
·
The markets in which the Issuer operates are increasingly competitive and any failure on the Issuer's
part to compete effectively on an ongoing basis could materially adversely affect the Issuer's business,
results of operations or financial condition.
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RISK FACTORS
·
The Issuer has been, is, and will continue to be subject to a number of E.U. and national laws and
regulations which are subject to change, as well as competition and other regulatory investigations and
decisions by E.U. and Danish competition authorities, such as for alleged abuse of dominant position,
which could materially adversely affect the Issuer's business, results of operations or financial
condition. See also "DONG Energy A/S ­ Legal Proceedings".
·
The Issuer may incur material costs to comply with, or as a result of, health, safety, and environmental
laws and other related national and E.U. regulations, in particular those relating to the release of CO2
and other emissions. Such increases in costs may materially affect the Issuer's business, results of
operations or financial condition.
·
The Issuer is exposed to potentially adverse changes in the tax regimes in each jurisdiction in which
it operates and changes to such regimes may have a material adverse impact on the Issuer's results of
operations or financial condition.
·
Seasonality and weather fluctuations, as well as long-term shifts in climate, may affect both demand
for the Issuer's products and the Issuer's levels of generation for power and heat, which could
materially adversely affect the Issuer's business, results of operations or financial condition.
·
Failure to acquire or retain the personnel the Issuer needs for its operations, or cost inflation in relation
to the acquisition or retention of such personnel, could materially adversely affect the Issuer's
business, results of operations or financial condition.
·
A lack of supply of the materials and equipment that the Issuer needs for its operations, including with
respect to its investment opportunities and projects, or cost inflation in relation to such material and
equipment, could result in significant cost overruns or delays in completion of the development of the
Issuer's assets and could materially adversely affect its business, results of operations or financial
condition.
·
The Issuer's exploration for, and development and production of, natural gas and oil exposes it to
inherent risks and uncertainties that could materially adversely affect its business, results of operations
or financial condition.
·
Natural gas and oil reserves data and field production expectations are only estimates and are
inherently uncertain, and the actual size of deposits and production may differ materially from these
estimates and expectations.
·
Power outages and other disruptions to the Issuer's operations may cause facility shutdowns, delays,
or long-term stoppages in production, materially adversely affecting the Issuer's results of operations
or financial condition and resulting in harm to the Issuer's reputation.
Risks Relating to the Issuer's Business
·
The Issuer faces risks and uncertainties in the procurement of natural gas through its long-term supply
contracts, in particular its contracts with the DUC, and in obtaining alternative sources of natural gas.
For further details, see "DONG Energy A/S ­ Energy Markets ­ Sourcing of gas".
·
The Issuer's strategy for the future development of its business is supported by an investment portfolio
with regard to which it anticipates making significant capital expenditures in the coming years (see
"DONG Energy A/S ­ Capital Expenditure") and there can be no assurance that it will be able to
secure the various investment opportunities on economically attractive terms or secure investment
opportunities at all or that, once secured, such opportunities will ultimately prove profitable.
·
The Issuer's ability to borrow in the bank or capital markets may be materially adversely affected by
a financial crisis in a particular geographic region, industry or economic sector. Market volatility may
adversely impact the Issuer's ability to borrow in the bank or capital markets and may significantly
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RISK FACTORS
increase the costs of such borrowing. If sufficient sources of financing are not available in the future
for these or other reasons, the Issuer may not be able to meet the financial requirements of the Group.
This could materially and adversely affect the Group's business, results of operations and financial
condition.
·
In 2005, the Issuer acquired a 10.342 per cent. stake in the Ormen Lange field, which represents a
significant portion of the Issuer's anticipated equity gas. Delays in the further development of the
Ormen Lange field may materially adversely affect the Issuer's business, results of operations or
financial condition.
·
The Issuer faces risks, such as those relating to integration and unknown obligations, in respect of its
recent mergers and acquisitions transactions and it would also face similar risks if it engages in future
mergers and acquisitions transactions.
·
The Issuer is involved in litigation and arbitration proceedings which, if determined against it, could
have a material adverse effect on the Issuer's business, results of operations or financial condition, and
it remains exposed to such liability in the future. For further details, see "DONG Energy A/S - Legal
Proceedings".
·
The Issuer holds minority interests in a number of assets, including the Ormen Lange field and the
Gassled system. A lack of control over such assets could result in collective strategic and operational
decisions with respect to these assets diverging from the Issuer's individual interests, which could
materially adversely affect the Issuer's results of operations or financial condition.
·
The Issuer's windpower business is subject to certain risks relating to new technology, rapid
technological change and the location of the Issuer's offshore wind farms.
·
The Issuer's results of operations or financial condition may be materially adversely affected if it does
not effectively manage its exposure to currency exchange, interest rate or counterparty risk.
·
The Issuer's hedging and trading activities, which includes some proprietary trading, may result in
losses which could materially adversely affect the Issuer's results of operations or financial condition
if the Issuer's risk management systems and procedures do not adequately capture the risk exposure
from these activities, if the IT systems and business procedures that supports these procedures breaks
down or are inadequate, or if the hedging in place, which in some cases may be based on expected
high correlations between different types of energy commodities or expected levels or exposures
arising out of ordinary business activities, proves not to be efficient or suffers under illiquidity or
inefficiencies in the relevant markets.
·
The Issuer operates facilities and infrastructure that may cause significant harm to the natural or
human environment and accidents in or near, or external attacks to, such facilities and infrastructure
may have serious consequences and could materially adversely affect the Issuer's results of operations
or financial condition.
·
The Issuer may have to enter into energy sourcing or supply contracts which are conditional upon the
establishment of new infrastructure assets. In the event such infrastructure assets do not operate
according to expectations this may materially adversely affect the Issuer's results of operations or
financial condition.
·
The Issuer is not insured against all potential losses and could be seriously harmed by operational
catastrophes or external attacks. For further detail, see "DONG Energy A/S ­ Risk Management ­
Insurable Risks".
·
The Kingdom of Denmark is the Issuer's majority shareholder and may control or otherwise influence
important actions it takes. Conversely, if the Kingdom of Denmark ceases to be the Issuer's majority
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RISK FACTORS
shareholder, the Issuer will be required to sell certain of its Danish natural gas infrastructure assets.
For further detail, see "DONG Energy A/S ­ History and Development".
Factors which are material for the purpose of assessing the market risks associated with Notes
issued under the Programme
The Notes may not be a suitable investment 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 any
applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes with principal or interest payable in one or more currencies, or where the currency
for principal or interest payments is different from the potential investor's currency;
(iv)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant
indices and financial markets; and
(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
applicable risks.
Some Notes are complex financial instruments. Sophisticated institutional investors generally do not
purchase complex financial instruments as stand-alone investments. They purchase complex financial
instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of
risk to their overall portfolios. A potential investor should not invest in Notes which are complex financial
instruments unless it has the expertise (either alone or with a financial adviser) to evaluate how the Notes
will perform under changing conditions, the resulting effects on the value of the Notes and the impact this
investment will have on the potential investor's overall investment portfolio.
Risks related to the structure of a particular issue of Notes
A wide range of Notes may be issued under the Programme. A number of these Notes may have features
which contain particular risks for potential investors. Set out below is a description of the most common such
features:
Notes subject to optional redemption by the Issuer
An optional redemption feature of Notes is likely to limit their market value. During any period when the
Issuer may elect to redeem Notes, the market value of those Notes generally will not rise substantially above
the price at which they can be redeemed. This also may be true prior to any redemption period.
The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the
Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an
effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so
at a significantly lower rate. Potential investors should consider reinvestment risk in light of other
investments available at that time.
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