Bond Repsolis 4.25% ( XS0718395089 ) in EUR

Issuer Repsolis
Market price 100 %  ⇌ 
Country  Spain
ISIN code  XS0718395089 ( in EUR )
Interest rate 4.25% per year ( payment 1 time a year)
Maturity 12/02/2016 - Bond has expired



Prospectus brochure of the bond Repsol XS0718395089 in EUR 4.25%, expired


Minimal amount 100 000 EUR
Total amount 850 000 000 EUR
Detailed description Repsol is a Spanish multinational oil and gas company engaged in the exploration, production, refining, and distribution of petroleum products and the generation of electricity.

The Bond issued by Repsolis ( Spain ) , in EUR, with the ISIN code XS0718395089, pays a coupon of 4.25% per year.
The coupons are paid 1 time per year and the Bond maturity is 12/02/2016







BASE PROSPECTUS
REPSOL INTERNATIONAL FINANCE B.V.
(A private company with limited liability incorporated under the laws of The Netherlands and having its statutory seat in The Hague)
EURO 10,000,000,000
Guaranteed Euro Medium Term Note Programme
Guaranteed by
REPSOL YPF, S.A.
(A sociedad anónima organised under the laws of the Kingdom of Spain)
On 5 October 2001, Repsol International Finance B.V. and Repsol YPF, S.A. entered into a euro 5,000,000,000 Guaranteed Euro Medium Term Note
Programme (the Programme) and issued an Offering Circular in respect thereof. Further Offering Circulars describing the Programme were issued on 21 October
2002, 4 November 2003, 10 November 2004, 2 February 2007, 28 October 2008, 23 October 2009 and 25 October 2010. With effect from the date hereof, the
Programme has been updated. Any Notes (as defined below) to be issued on or after the date hereof under the Programme are issued subject to the provisions set
out herein, save that Notes which are to be consolidated and form a single series with Notes issued prior to the date hereof will be issued subject to the Conditions
of the Notes applicable on the date of issue for the first tranche of Notes of such series. Subject as aforesaid, this does not affect any Notes issued prior to the date
hereof.
Under the Programme, Repsol International Finance B.V. (the Issuer), subject to compliance with all relevant laws, regulations and directives, may
from time to time issue Guaranteed Euro Medium Term Notes guaranteed by Repsol YPF, S.A. (the Guarantor) (the Notes). The aggregate nominal amount of
Notes outstanding will not at any time exceed euro 10,000,000,000 (or the equivalent in other currencies), subject to increase as provided herein.
Application has been made to the Commission de Surveillance du Secteur Financier (CSSF), in its capacity as the competent authority under the
Luxembourg Act dated 10 July 2005 relating to prospectuses for securities (the Luxembourg Act), for the approval of this Base Prospectus as a base prospectus
for the purposes of Article 5.4 of Directive 2003/71/EC as amended (which includes the amendments made by Directive 2010/73/EU (the 2010 PD Amending
Directive) to the extent that such amendments have been implemented in a relevant Member State), (the Prospectus Directive). Application has also been made to
the Luxembourg Stock Exchange for the Notes issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange's regulated market
(which is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC) and to be listed on the official list of the Luxembourg
Stock Exchange. Application may also be made to list such Notes on the AIAF Mercado de Renta Fija. Unlisted Notes and Notes to be listed and admitted to
trading on other or additional regulated markets may also be issued pursuant to the Programme. According to the Luxembourg Act, the CSSF is not competent for
approving prospectuses for the listing of money market instruments having a maturity at issue of less than 12 months and complying with the definition of
securities. The relevant Final Terms (as defined in "General Description of the Programme" below) in respect of the issue of any Notes will specify whether or not
such Notes will be listed on the official list of the Luxembourg Stock Exchange (or any other regulated market) and admitted to trading on the regulated market
thereof (or any such other regulated market).
For the purposes of the Transparency Directive 2004/109/EC, the Issuer has selected Luxembourg as its `home member state'. The `home member
state' of the Guarantor for such purposes is Spain.
Notes will not be issued in the United States of America (the United States or U.S.) or to U.S. persons or for the account or benefit of a U.S. person (as
such term is defined in Regulation S of the United States Securities Act of 1933, as amended (the Securities Act)) except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.
Each Series (as defined in "General Description of the Programme" below) of Notes will be represented on issue by a temporary global note in bearer
form (each a Temporary Global Note) or a permanent global note in bearer form (each a Permanent Global Note and together with the Temporary Global Note,
the Global Notes). If the Global Notes are stated in the applicable Final Terms to be issued in new global note (NGN) form, they are intended to be eligible
collateral for Eurosystem monetary policy and will be delivered on or prior to the original issue date of the Tranche (as defined in ``General Description of the
Programme'' below) to a common safekeeper (the Common Safekeeper) for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking SA (Clearstream,
Luxembourg). Global Notes that are not issued in NGN form (Classic Global Notes or CGNs) may (or, in the case of Notes listed on the official list of the
Luxembourg Stock Exchange, will) be deposited on the issue date of the Tranche to 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" below.
The Programme has been rated by Moody's Investors Service Limited (Moody's), by Standard & Poor's Credit Market Services Europe Limited
(Standard & Poor's) and by Fitch Ratings España, S.A.U. (Fitch). Moody's, Standard & Poor's and Fitch are established in the European Union and have
applied for registration under Regulation (EC) No 1060/2009 on credit rating agencies (the CRA Regulation), although no notification of any registration
decision has yet been provided. Tranches of Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, such rating will not
necessarily be the same as the ratings assigned to the Programme. 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 rating agency. Whether or not a rating in relation to any Tranche of Notes will be treated as
having been issued by a credit rating agency established in the European Union and registered under the CRA Regulation will be disclosed in the relevant Final
Terms. 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 (1) the rating is provided by a credit rating 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 or (2) the
rating is provided by a credit rating agency not established in the EEA but is endorsed by a credit rating agency established in the EEA and registered under the
CRA Regulation or (3) the rating is provided by a credit rating agency not established in the EEA which is certified under the CRA Regulation.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" on pages 14 to 26 in this Base
Prospectus.

___________________________________
Arranger
BoA Merrill Lynch
Dealers
Banco Bilbao Vizcaya Argentaria, S.A
Citigroup
Santander Global Banking & Markets
Bankia, S.A.
Crédit Agricole CIB
Société Générale Corporate and Investment
Barclays Capital
Deutsche Bank
Banking
BNP PARIBAS
Goldman Sachs International
The Royal Bank of Scotland
BoA Merrill Lynch
ING Commerical Banking
UBS Investment Bank
Caixabank S.A.
J.P. Morgan
The date of this Base Prospectus is 27 October 2011.


Each of the Issuer and the Guarantor accepts responsibility for the information contained in this Base
Prospectus. To the best of the knowledge of each of the Issuer and the Guarantor (each having taken all
reasonable care to ensure that such is the case), the information contained in this Base Prospectus is in
accordance with the facts and contains no omissions likely to affect its import.
In this Base Prospectus, Repsol YPF, the Repsol YPF Group, the Group and the Company refers to
Repsol YPF, S.A. together with its consolidated subsidiaries, unless otherwise specified or the context
otherwise requires, and the Guarantor refers to Repsol YPF, S.A. only.
This Base Prospectus is to be read in conjunction with all the documents that are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference" below).
No person 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 the Issuer, the
Guarantor or any of the Dealers or the Arranger (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 the Issuer,
the Guarantor or Repsol YPF since the date hereof or the date upon which this Base Prospectus has been
most recently amended or supplemented or that there has been no adverse change in the financial position
of the Issuer, the Guarantor or Repsol YPF since the date hereof or the date upon which this Base
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.
The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Base Prospectus or any Final Terms comes
are required by the Issuer, the Guarantor, the Dealers and the Arranger to inform themselves about and to
observe any such restriction. The Notes have not been and will not be registered under the Securities Act
and 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 the distribution of this Base
Prospectus, see "Subscription and Sale" below.
This Base Prospectus may only be used for the purposes for which it has been published.
To the fullest extent permitted by law, none of the Dealers, the Arranger or the Trustee accept any
responsibility for the contents of this Prospectus or for any other statement, made or purported to be made
by the Arranger, the Trustee or a Dealer or on its behalf in connection with the Issuer, the Guarantor, or the
issue and offering of the Notes. The Arranger, the Trustee and each Dealer accordingly disclaims all and
any liability whether arising in tort or contract or otherwise (save as referred to above) which it might
otherwise have in respect of this Prospectus or any such statement. Neither this Base Prospectus nor any
other financial statements are intended to provide the basis of any credit or other evaluation and should not
be considered as a recommendation, offer or invitation by any of the Issuer, the Guarantor, the Dealers or
the Arranger to any recipient of this Base Prospectus or any other financial statements to subscribe for or
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 based upon such
investigation as it deems necessary. None of the Dealers or the Arranger undertakes to review the financial
condition or affairs of the Issuer or the Guarantor 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 Dealers or the Arranger.
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 the Stabilising Manager(s)) in the applicable Final
Page 2


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
final terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time,
but it must end no later than the earlier of 30 days after the issue date of the 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 person(s) acting on behalf of any Stabilising
Manager(s)) in accordance with all applicable laws and rules.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to Ps.
are to the lawful currency/units of currency of Argentina, references to U.S.$ and U.S. dollars are to the
lawful currency/units of currency of the United States and references to and euro are to the lawful
currency/units of currency of the member states of the European Union that adopt the single currency in
accordance with the Treaty on the Functioning of the European Union, as amended. Where U.S. dollar and
Argentine Peso amounts are converted into euro, the conversion rate applied is U.S.$1.34: 1.00 and
Ps.5.29: 1.00 respectively.
SUPPLEMENTS TO THE BASE PROSPECTUS
If at any time the Issuer shall be required to prepare a supplement to this Base Prospectus pursuant to
Article 13 of the Luxembourg Act, the Issuer shall prepare and make available an appropriate amendment
or supplement to this Base Prospectus or a further base prospectus, which, in respect of any subsequent
issue of Notes to be listed on the official list of the Luxembourg Stock Exchange and admitted to trading on
the Luxembourg Stock Exchange's regulated market, shall constitute a Supplement to the Base
Prospectus, as required by the Luxembourg Act.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents which have been filed with the CSSF, shall be deemed to be incorporated in, and
to form part of, this Base Prospectus:
Page
Document
reference
(a)
The sections listed below of the Report for the six-month period ended 30 June 2011 of Repsol YPF,
S.A., including the condensed consolidated interim financial statements together with the notes to such
financial statements and interim management's report for the six-month period ended 30 June 2011:
-
Limited Review Report in respect of the Condensed Consolidated Interim Financial Statements
1-3
and Interim Management's Report for the six-month period ended 30 June 2011 ...............................
-
Condensed consolidated interim financial statements of Repsol YPF and Investees comprising the Repsol Group
for the six-month period ended 30 June 2011......................................................................................
-
Consolidated balance sheets as at 30 June 2011 and 31 December 2010.............................
5-6
-
Consolidated income statements for the interim periods ended 30 June 2011 and 2010......
7
-
Consolidated statements of Recognised Income and Expenses for the interim periods
8
ended 30 June 2011 and 2010 ..............................................................................................
-
Consolidated statement of Changes in Equity for the interim periods ended 30 June 2011
9
and 2010...............................................................................................................................
-
Consolidated statements of cash flow for the interim periods ended 30 June 2011 and
10
2010 .....................................................................................................................................
-
Notes to the Condensed Consolidated Interim Financial Statements for the six-month
11-40
period ended 30 June 2011...................................................................................................
-
Consolidated Interim Management's Report of Repsol YPF and Investees composing the Repsol
41-60
Page 3


Page
Document
reference
Group for the six-month period ended 30 June 2011...........................................................................
(b)
The sections listed below of the Annual Report 2010 of Repsol YPF, S.A., including the audited consolidated
financial statements for the year ended 31 December 2010 together with the notes to such financial statements and
the audit report thereon:
-
Auditors' report on consolidated annual financial statements ..............................................................
1-3
-
Consolidated financial statements of Repsol YPF, S.A. and Investees comprising the Repsol YPF,
S.A. Group for the financial year 2010:...............................................................................................
-
Consolidated balance sheets at 31 December 2010 and 2009 ..............................................
6-7
-
Consolidated income statements for the years ended 31 December 2010 and 2009 ............
8
-
Consolidated statements of recognised income and expenses for the years ended 31
9
December 2010 and 2009 ....................................................................................................
-
Consolidated statements of changes in equity for the years ended 31 December 2010 and
10
2009 .....................................................................................................................................
-
Consolidated cash flow statements for the years ended 31 December 2010 and 2009.........
11
-
Notes to the consolidated financial statements.....................................................................
12-156
-
Appendix I ­ Principal investees comprising the Repsol YPF Group for the year ended
157-168
December 31, 2010 ..............................................................................................................
-
Appendix Ib - Changes in the scope of consolidation for the year ended December 31,
169
2010 .....................................................................................................................................
-
Appendix Ib - Changes in the scope of consolidation for the year ended December 31,
171-174
2009 .....................................................................................................................................
-
Appendix II - Assets and Jointly controlled operations for the year ended December 31,
175
2010 .....................................................................................................................................
-
Appendix II - Assets and Jointly controlled operations for the year ended December 31,
177
2009 .....................................................................................................................................
-
Appendix III - Investments and/or positions held by members of the Board of Directors
179-180
and related people in companies within the same, similar or complementary activity than
Repsol YPF, S.A..................................................................................................................
-
Consolidated Management Report 2010:.............................................................................................
-
General and Economic-Financial Information .....................................................................
183-199
-
Business Areas.....................................................................................................................
199-247
-
Corporate Areas ...................................................................................................................
248-270
-
Supplementary content of the Management Report .............................................................
271-276
-
Annual Report on Corporate Governance:...........................................................................................
-
Ownership Structure ............................................................................................................
278-282
-
Management Structure of the Company...............................................................................
283-314
-
Related Party Transactions...................................................................................................
314-318
-
Risk Control Systems...........................................................................................................
318-322
-
General Meeting ..................................................................................................................
322-329
-
Extent of Compliance with Corporate Governance Recommendations ...............................
329-345
-
Other Information of Interest ...............................................................................................
345-349
(c)
The sections listed below of the Annual Report 2009 of Repsol YPF, S.A., including the audited consolidated
financial statements for the year ended 31 December 2009 together with the notes to such financial statements and
the audit report thereon:
-
Auditors' report on consolidated annual financial statements ..............................................................
1-5
-
Consolidated financial statements of Repsol YPF, S.A. and Investees comprising the Repsol YPF,
Page 4


Page
Document
reference
S.A. Group for the financial year 2009:...............................................................................................
-
Consolidated balance sheets at 31 December 2009 and 2008 ..............................................
8-9
-
Consolidated income statements for the years ended 31 December 2009 and 2008 ............
10
-
Consolidated statements of recognised income and expenses for the years ended 31
11
December 2009 and 2008 ....................................................................................................
-
Consolidated statements of changes in equity for the years ended 31 December 2009 and
2008 .....................................................................................................................................
12
-
Consolidated cash flow statements for the years ended 31 December 2009 and 2008.........
13
-
Notes to the consolidated financial statements.....................................................................
14-146
-
Appendix I - Principal companies of the Repsol YPF Group at 31 December 2009............
147-152
-
Appendix Ib - Changes in the scope of consolidation for the year ended December 31,
153
2009 ....................................................................................................................................
-
Appendix Ib - Changes in the scope of consolidation for the year ended December 31,
155
2008 ....................................................................................................................................
-
Appendix II - Assets and Jointly controlled operations in 2009...........................................
157
-
Appendix II - Assets and Jointly controlled operations in 2008...........................................
159
-
Appendix III - Investments and/or positions held by members of the Board of Directors
161-162
in companies within the same, similar or complementary activity than Repsol YPF, S.A...
Consolidated Management Report 2009:.............................................................................................
-
Economic-Financial Information .........................................................................................
166-190
-
Business Areas.....................................................................................................................
191-248
-
Corporate Areas ...................................................................................................................
249-280
-
New Repsol Headquarters....................................................................................................
281-282
-
Supplementary content of the Management Report .............................................................
283-292
-
Annual Report on Corporate Governance:...........................................................................................
-
Ownership Structure ............................................................................................................
294-298
-
Management Structure of the Company...............................................................................
299-330
-
Related Party Transactions...................................................................................................
331-335
-
Risk Control Systems...........................................................................................................
335-339
-
General Meeting ..................................................................................................................
339-345
-
Extent of Compliance with Corporate Governance Recommendations ...............................
345-361
-
Other Information of Interest ...............................................................................................
361-365
(d)
The audited non-consolidated financial statements of the Issuer, including the notes to such financial statements and
the audit reports thereon, for the financial year ended 31 December 2010:
-
Management Report 2010....................................................................................................................
1
-
Balance sheet as at 31 December 2010................................................................................................
3-4
-
Statement of income for the year ended 31 December 2010................................................................
5
-
Notes to financial statements at 31 December 2010 ............................................................................
6-13
-
Additional information ........................................................................................................................
14
-
Auditors' report ...................................................................................................................................
15-16
(e)
The audited non-consolidated financial statements of the Issuer, including the notes to such financial statements and
the audit reports thereon, for the financial year ended 31 December 2009:
-
Balance sheet as at 31 December 2009................................................................................................
3-4
Page 5


Page
Document
reference
-
Statement of income for the year ended 31 December 2009................................................................
5
-
Notes to financial statements at 31 December 2009 ............................................................................
6-13
-
Additional information ........................................................................................................................
14
-
Auditors' report ...................................................................................................................................
15-16
(f)
Supplementary information on oil and gas exploration and production activities (unaudited
information) for 2010, 2009 and 2008:
-
Capitalised costs ..................................................................................................................................
1
-
Costs incurred ......................................................................................................................................
2
-
Results of oil and gas exploration and production activities................................................................
3
-
Estimated proved net developed and underdeveloped oil and gas reserves .........................................
4-7
-
Standardised measure of discounted future net cash flows and changes therein relating to proved
8-9
oil and gas reserves..............................................................................................................................
-
Changes in Standardised measure of discounted future net cash flows relating to proved oil and gas
10
reserves ................................................................................................................................................
As long as any of the Notes are outstanding, this Base Prospectus, any Supplement to the Base
Prospectus and each document incorporated by reference into this Base Prospectus will be available for
inspection, free of charge, at the specified offices of the Issuer, at the specified office of the Luxembourg
Paying Agent, during normal business hours, and on the website of the Luxembourg Stock Exchange at
"www.bourse.lu". In addition, copies of the documents referred to in sub-paragraphs (a) to (c) and (f)
above can be obtained from the website of Repsol YPF at "www.repsol.com" and copies of the documents
referred to in sub-paragraphs (d) and (e) above can be obtained from the website of the Issuer at
"www.repsolinternationalfinancebv.com".
Any statement contained in a document that is incorporated by reference herein shall be deemed to be
modified or superseded for the purpose of this Base Prospectus to the extent that a statement contained
herein modifies or supersedes such earlier statement. In addition, any statement contained herein or in a
document that is incorporated by reference herein shall be deemed to be modified or superseded for the
purpose of this Base Prospectus to the extent that a statement contained in any Supplement to the Base
Prospectus, or in any document which is subsequently incorporated by reference herein by way of such
supplement, modifies or supersedes such earlier statement. Any statement so modified or superseded shall
not, except as so modified or superseded, constitute a part of this Base Prospectus.
Any information not listed in, or specifically excluded from, the cross-reference list set out above but
included within the documents incorporated by reference is given for information purposes.
Page 6


TABLE OF CONTENTS
Page
GENERAL DESCRIPTION OF THE PROGRAMME.......................................................................... 8
RISK FACTORS................................................................................................................................... 14
USE OF PROCEEDS............................................................................................................................ 27
INFORMATION ON REPSOL INTERNATIONAL FINANCE B.V................................................. 28
INFORMATION ON REPSOL YPF, S.A............................................................................................ 31
BUSINESS DESCRIPTION................................................................................................................. 34
LEGAL AND ARBITRATION PROCEEDINGS ............................................................................... 56
TAXATION.......................................................................................................................................... 69
SUBSCRIPTION AND SALE.............................................................................................................. 76
TERMS AND CONDITIONS OF THE NOTES.................................................................................. 81
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ....... 101
FORM OF FINAL TERMS ................................................................................................................ 106
GENERAL INFORMATION ............................................................................................................. 121
Page 7


GENERAL DESCRIPTION OF THE PROGRAMME
Issuer:
Repsol International Finance B.V.
Guarantor:
Repsol YPF, S.A.
Description:
Guaranteed Euro Medium Term Note Programme
Size:
Up to 10,000,000,000 (or the equivalent in other currencies at the
date of issue) aggregate nominal amount of Notes outstanding at
any one time. The Issuer may increase the size of the Programme
in accordance with the terms of the Dealer Agreement.
Arranger:
Merrill Lynch International
Dealers:
Banco Bilbao Vizcaya Argentaria, S.A.
Banco Santander S.A.
Bankia, S.A.
Barclays Bank PLC
BNP PARIBAS
Caixabank S.A.
Citigroup Global Markets Limited
Crédit Agricole Corporate Investment Bank
Deutsche Bank AG, London Branch
Goldman Sachs International
ING Bank N.V.
J.P. Morgan Securities Ltd.
Merrill Lynch International
Société Générale
The Royal Bank of Scotland plc
UBS Limited
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 or more Tranches or in respect of the
whole Programme. References in this Base Prospectus to
Permanent Dealers are to the persons listed 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 to Dealers are to all Permanent Dealers and all
persons appointed as a dealer in respect of one or more Tranches.
Trustee:
Citicorp Trustee Company Limited
Page 8


Issuing and Paying Agent:
Citibank, N.A., London Branch
Certain Restrictions:
Each issue of Notes denominated in a currency in respect of which
particular laws, guidelines, regulations, restrictions or reporting
requirements apply will only be issued in circumstances which
comply with such laws, guidelines, regulations, restrictions or
reporting requirements from time to time (see "Subscription and
Sale") including the following restrictions applicable at the date of
this Base Prospectus.
Notes having a maturity of less Notes having a maturity of less than one year will, if the proceeds
than one year
of the issue are accepted in the United Kingdom, constitute
deposits for the purposes of the prohibition on accepting deposits
contained in section 19 of the Financial Services and Markets Act
2000 unless they are issued to a limited class of professional
investors and have a denomination of at least £100,000 or its
equivalent, see "Subscription and Sale".
Method of Issue:
The Notes will be issued on a syndicated or non-syndicated basis.
The Notes will be issued in series (each a Series) having one or
more issue dates and on terms otherwise identical (or identical
other than in respect of the first payment of interest), the Notes of
each Series being intended to be interchangeable with all other
Notes of that Series. Each Series may be issued in one or more
tranches (each a Tranche) on the same or different issue dates.
The specific terms of each Tranche (which will be supplemented,
where necessary, with supplemental terms and conditions and,
save in respect of the issue date, issue price, first payment of
interest and nominal amount of the Tranche, will be identical to
the terms of other Tranches of the same Series) will be set out in a
final terms supplement to this Base Prospectus (the Final Terms).
Issue Price:
Notes may be issued at their nominal amount or at a discount or
premium to their nominal amount. Partly Paid Notes may be
issued, the issue price of which will be payable in two or more
instalments.
Form of Notes:
The Notes may be issued in bearer form only. Each Tranche of
Notes will be represented on issue by a Temporary Global Note if
(i) definitive Notes are to be made available to Noteholders
following the expiry of 40 days after their issue date or (ii) such
Notes have an initial maturity of more than one year and are being
issued in compliance with the D Rules (as defined in ``Summary
of the Programme ­ Selling Restrictions''), otherwise such
Tranche will be represented by a Permanent Global Note.
Clearing Systems:
Clearstream, Luxembourg, Euroclear and, in relation to any
Tranche, such other clearing system as may be agreed between the
Issuer, the Guarantor, the Issuing and Paying Agent, the Trustee
and the relevant Dealer.
Initial Delivery of Notes:
If the Global Note is intended to be issued in NGN form, the
Global Note representing Notes will, on or before the issue date
for each Tranche, be delivered to a Common Safekeeper for
Euroclear and Clearstream, Luxembourg. If the Global Note is not
Page 9


intended to be issued in NGN form, the Global Note representing
Notes may (or, in the case of Notes listed on the official list of the
Luxembourg Stock Exchange, will), on or before the issue date for
each Tranche, be deposited with a common depositary for
Euroclear and/or Clearstream, Luxembourg. Global Notes relating
to Notes that are not listed on the official list of the Luxembourg
Stock Exchange may also be deposited with any other clearing
system or may be delivered outside any clearing system provided
that the method of such delivery has been agreed in advance by the
Issuer, the Guarantor, the Issuing and Paying Agent, the Trustee
and the relevant Dealer.
Currencies:
Subject to compliance with all relevant laws, regulations and
directives, Notes may be issued in any currency agreed between
the Issuer, the Guarantor and the relevant Dealer(s).
Maturities:
Subject to compliance with all relevant laws, regulations and
directives, any maturity from one month from the date of original
issue.
Specified Denomination:
Definitive Notes will be in such denominations as may be
specified in the relevant Final Terms, save that: (i) the minimum
denomination of each Note will be such amount as may be allowed
or required, from time to time, by the relevant regulatory authority
or any laws or regulations applicable to the relevant Specified
Currency; and (ii) the minimum denomination of each Note
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 would otherwise
require the publication of a prospectus under the Prospectus
Directive will be 100,000 (or its equivalent in any other currency
as at the date of issue of the Notes).
So long as the Notes are represented by a Temporary Global Note
or Permanent Global Note and the relevant clearing system(s) so
permit, the Notes will be tradeable as follows: (a) if the Specified
Denomination stated in the relevant Final Terms is 100,000 (or
its equivalent in another currency), in the authorised denomination
of 100,000 (or its equivalent in another currency) and integral
multiples of 100,000 (or its equivalent in another currency)
thereafter, or (b) if the Specified Denomination stated in the
relevant Final Terms is 100,000 (or its equivalent in another
currency) and integral multiples of 1,000 (or its equivalent in
another currency) in excess thereof, in the minimum authorised
denomination of 100,000 (or its equivalent in another currency)
and higher integral multiples of 1,000 (or its equivalent in
another currency), notwithstanding that no definitive notes will be
issued with a denomination above 199,000 (or its equivalent in
another currency).
Fixed Rate Notes:
Fixed interest will be payable in arrear on the date or dates in each
year specified in the relevant Final Terms.
Floating Rate Notes:
Floating Rate Notes will bear interest determined separately for
each Series as follows:
Page 10