Bond Airbus Industrie 0.875% ( XS1410582586 ) in EUR

Issuer Airbus Industrie
Market price 100 %  ▲ 
Country  Netherlands
ISIN code  XS1410582586 ( in EUR )
Interest rate 0.875% per year ( payment 1 time a year)
Maturity 13/05/2026 - Bond has expired



Prospectus brochure of the bond Airbus XS1410582586 in EUR 0.875%, expired


Minimal amount 100 000 EUR
Total amount 600 000 000 EUR
Detailed description The Bond issued by Airbus Industrie ( Netherlands ) , in EUR, with the ISIN code XS1410582586, pays a coupon of 0.875% per year.
The coupons are paid 1 time per year and the Bond maturity is 13/05/2026







Debt Issuance Programme Prospectus dated
4 August 2015

AIRBUS GROUP SE (formerly known as AIRBUS GROUP N.V.)
(incorporated with limited liability in The Netherlands)
and
AIRBUS GROUP FINANCE B.V.
(incorporated with limited liability in The Netherlands)
Euro 5,000,000,000
Euro Medium Term Note Programme
due from one month to 30 years from the date of original issue
Guaranteed (in the case of Notes issued by Airbus Group Finance B.V.) by
AIRBUS GROUP SE
Under the Euro Medium Term Note Programme described in this Debt Issuance Programme Prospectus (the "Programme"), each of Airbus Group SE (formerly known as "Airbus Group
N.V.") ("Airbus Group") and Airbus Group Finance B.V. ("Airbus Group B.V.") (each an "Issuer" or a "Relevant Issuer"), subject to compliance with all relevant laws, regulations and
directives, may from time to time issue Euro Medium Term Notes (the "Notes") denominated in any currency agreed between the Issuer and the Relevant Dealers (as defined herein). Payments
of all amounts due in respect of Notes issued by Airbus Group B.V. (the "Guaranteed Notes") will be guaranteed by Airbus Group (in such capacity, the "Guarantor"). The aggregate
nominal amount of Notes outstanding will not at any time exceed 5,000,000,000 (or the equivalent in other currencies).
Notice of the aggregate nominal amount of the Notes, interest (if any) payable in respect of the Notes, the issue price of the Notes and any final terms not contained herein and which are
applicable to such Notes will be set out in the Final Terms relating to such Notes (each, "Final Terms").
This Debt Issuance Programme Prospectus (hereinafter referred to as "Debt Issuance Programme Prospectus", "Base Prospectus" or "Prospectus"), constitutes two base prospectuses for
the purpose of Article 5(4) of Directive 2003/71/EC (as amended by Directive 2010/73/EU (except as otherwise specified herein) (the "2010 PD Amending Directive")) (the "Prospectus
Directive"): (i) a base prospectus for Notes issued under the Programme by Airbus Group and (ii) a base prospectus for Notes issued under the Programme by Airbus Group B.V.
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 relating
to prospectuses for securities (the "Luxembourg Prospectus Act"), for the approval of this Prospectus as a base prospectus for the purposes of Article 5.4 of the Prospectus Directive.
Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to the official list of the Luxembourg Stock Exchange (the "Official
List") and to be admitted to trading on the Regulated Market (as defined below) of the Luxembourg Stock Exchange. References in this Document to the "Luxembourg Stock Exchange" (and
all related references) shall mean the Regulated Market. In addition, references in this Debt Issuance Programme Prospectus to Notes being "listed" (and all related references) shall mean that
such Notes have been, or are intended to be, admitted to the Official List and admitted to trading on the Luxembourg Stock Exchange or, as the case may be, a MiFID Regulated Market (as
defined below). The Luxembourg Stock Exchange's Regulated Market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on
Markets in financial instruments (the "Investment Services Directive") and, after its implementation into Luxembourg law, for the purposes of the Markets in Financial Instrument Directive
(Directive 2004/39/EC) (each such regulated market being a "MiFID Regulated Market"). This Debt Issuance Programme Prospectus may be used to list Notes on the regulated market
"Bourse de Luxembourg" (the "Regulated Market") of the Luxembourg Stock Exchange, pursuant to the Programme. The Programme provides that Notes may be listed on such other or
further stock exchange(s) as may be agreed between the Issuer and the relevant Dealer(s). The Issuer may also issue unlisted Notes.
Pursuant to Article 7(7) of the Luxembourg Prospectus Act, by approving this Debt Issuance Programme Prospectus, the CSSF gives no undertakings as to the economic and financial
characteristics of the Notes to be issued hereunder or the quality or solvency of the Issuer. Furthermore, pursuant to the Luxembourg Prospectus Act, the CSSF is not competent to approve
prospectuses for the offering to the public or for the admission to trading on regulated markets of money market instruments having a maturity at issue of less than 12 months.
Tranches of Notes (as defined in "General Description of the Programme") will be rated or unrated. Where a Tranche of Notes is to be rated, such rating will not necessarily be the same as the
rating assigned to the Notes already issued. 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 Regulation (EC) No 1060/2009 on credit rating agencies (the "CRA Regulation") will be disclosed in the relevant 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 rating agency.
Each Series (as defined on page 18) of Notes in bearer form will be represented on issue by a temporary global note in bearer form (each a "temporary Global Note" and a "Global Note") or
a permanent global note in bearer form (each a "permanent Global Note" and a "Global Note"). Each Series of Notes in registered form will be represented on issue by a registered global
certificate ("Global Certificate"). If the Global Notes are stated in the applicable Final Terms to be issued in new global note ("NGN") form or the Global Certificate is held under the New
Safekeeping Structure (the "NSS"), the Global Notes or, as applicable, the Global Certificate will be delivered on or prior to the original issue date of the Tranche to a common safekeeper (the
"Common Safekeeper") for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). Global notes which are not issued in NGN
form ("Classic Global Notes" or "CGNs") and Global Certificates which are not held under the NSS will be deposited on the issue date with a common depositary on behalf of Euroclear and
Clearstream, Luxembourg (the "Common Depositary").
The price and the amount of the relevant Notes to be issued under the Programme will be determined by the Issuer and the Relevant Dealer based on prevailing market conditions at the time of
issue of such Notes and will be set out in the relevant Final Terms.
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, the minimum denomination shall be 100,000 (or its equivalent in any other currency). The
minimum denomination of Notes issued by Airbus Group shall be 100,000. Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this
Debt Issuance Programme Prospectus.
Arranger for the Programme
Barclays
Dealers
Banco Bilbao Vizcaya Argentaria, S.A.
Barclays
Commerzbank
Crédit Agricole CIB
Deutsche Bank
Goldman Sachs International
HSBC
J.P. Morgan
MUFG
Natixis
Santander Global Banking & Markets
Société Générale Corporate & Investment Banking
The Royal Bank of Scotland
UniCredit Bank


This Debt Issuance Programme Prospectus (together with any Supplements hereto (each a
"Supplement" and together the "Supplements")) 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 Airbus
Group and Airbus Group's subsidiaries (as defined in the Notes) taken as a whole (the "Group") 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 Airbus Group and the Group (as defined in the Terms and Conditions of the
Notes).
This Debt Issuance Programme Prospectus (together with any Supplements hereto) 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 Airbus Group B.V., Airbus Group 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 Airbus
Group B.V. and Airbus Group.
This Debt Issuance Programme Prospectus has been prepared on the basis that any offer of Notes in
any Member State of the European Economic Area which has implemented the Prospectus Directive
(each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus
Directive, as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of Notes. Accordingly any person making or intending to make an offer in that
Relevant Member State of Notes which are the subject of an offering contemplated in this Debt
Issuance Programme Prospectus as completed by final terms in relation to the offer of those Notes may
only do so in circumstances in which no obligation arises for Airbus Group, Airbus Group B.V. or any
Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer.
Neither Airbus Group, Airbus Group B.V. nor any Dealer have authorised, nor do they authorise, the
making of any offer of Notes in circumstances in which an obligation arises for Airbus Group, Airbus
Group B.V. or any Dealer to publish or supplement a prospectus for such offer.
No person has been authorised to give any information or to make any representation other than those
contained in this Debt Issuance Programme Prospectus in connection with the Programme and the
issue or sale of the Notes thereunder and, if given or made, such information or representation must not
be relied upon as having been authorised by Airbus Group, Airbus Group B.V., the Trustee (as defined
herein) or any of the Dealers or the Arranger (as defined in "General Description of the Programme").
Neither the delivery of this Debt Issuance Programme Prospectus nor any offering, sale or delivery of
Notes made in connection herewith shall, under any circumstances, create any implication that there
has been no change in the affairs of Airbus Group, Airbus Group B.V., or the Group since the date
hereof or the date upon which this Debt Issuance Programme Prospectus has been most recently
amended or supplemented or that there has been no adverse change in the financial position of Airbus
Group, Airbus Group B.V., or the Group since the date hereof or the date upon which this Debt
Issuance Programme 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 Debt Issuance Programme Prospectus and any Final Terms and the offering or
sale of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this
Debt Issuance Programme Prospectus comes are required by Airbus Group, Airbus Group B.V., the
Dealers and the Arranger to inform themselves about and to observe any such restriction. Neither the
Notes nor the Guarantee (as defined below) has been or will be registered under the United States
ii


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 the Programme includes Notes in bearer form
that are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered,
sold or, in the case of bearer notes, delivered within the United States or to, or for the account or benefit
of, U.S. persons as defined in Regulation S under the Securities Act in the case of Notes in registered
form and in the U.S. Internal Revenue Code in the case of Notes in bearer form. For a description of
certain restrictions on offers and sales of Notes and on distribution of this Debt Issuance Programme
Prospectus, see "Subscription and Sale".
This Debt Issuance Programme Prospectus does not constitute an offer of, or an invitation by or on
behalf of Airbus Group, Airbus Group B.V. or the Dealers to subscribe for, or purchase, any Notes.
The Debt Issuance Programme Prospectus is to be read in conjunction with all documents which are
deemed to be incorporated herein by reference - see "Documents Incorporated by Reference". This
Debt Issuance Programme Prospectus shall be read and construed on the basis that such documents are
incorporated into and form part of this Debt Issuance Programme Prospectus. Each potential
purchaser of Notes should inform themselves of the contents of the Debt Issuance Programme
Prospectus and the documents incorporated by reference therein when deciding to purchase Notes.
To the fullest extent permitted by law, none of the Dealers or the Arranger accept any responsibility for
the contents of this Debt Issuance Programme Prospectus or for any other statement, made or
purported to be made by the Arranger or a Dealer or on its behalf in connection with Airbus Group,
Airbus Group B.V. or the issue and offering of the Notes. The Arranger 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 Debt Issuance Programme Prospectus or any
such statement. The Arranger and the Dealers have not independently verified the information
contained in this Debt Issuance Programme Prospectus. None of the Dealers 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 Debt Issuance Programme Prospectus. Neither this Debt
Issuance Programme 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 by any of Airbus
Group, Airbus Group B.V., the Arranger or the Dealers that any recipient of this Debt Issuance
Programme Prospectus or any other financial statements should purchase the Notes. Each potential
purchaser of Notes should determine for itself the relevance of the information contained in this Debt
Issuance Programme 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 Airbus Group, Airbus Group B.V. or the Group during the life of the arrangements
contemplated by this Debt Issuance Programme 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, the Dealer or Dealers (if any) named as the Stabilising
Manager(s) will act as a stabilising agent (the "Stabilising Manager(s)"). The identity of the Stabilising
Manager(s) will be disclosed in the relevant Final Terms. References in the next paragraph to "the issue
of any Tranche" are to each Tranche in relation to which a Stabilising Manager is appointed.
In connection with the issue of any Tranche of Notes, the Stabilising Manager(s) or any person duly
appointed acting for the Stabilising Manager(s) 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
iii


Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30
days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of
the relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the
Stabilising Manager (or person(s) acting on behalf of any Stabilising Manager) in accordance with all
applicable laws and rules.
In this Debt Issuance Programme Prospectus, unless otherwise specified or the context otherwise
requires, references to "", "EUR" or "euro" are to the single currency introduced at the start of the
third stage of the European Economic and Monetary Union, pursuant to the Treaty Establishing the
European Community as amended. References to "£", "sterling" and "GBP" are to the lawful currency
of the United Kingdom. References to "U.S. Dollars", "USD" and "U.S.$" are to the lawful currency of
the United States of America and references to "yen" are to the lawful currency of Japan.
FORWARD-LOOKING STATEMENTS
This Debt Issuance Programme Prospectus includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements may be identified by the use of
forward-looking terminology, including the terms "target", "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their
negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking statements include all matters that are not
historical facts. These forward-looking statements appear in this Debt Issuance Programme Prospectus
and include, but are not limited to, statements regarding the Issuers' or the Group's intentions, beliefs
or current expectations concerning, among other things, the Group's business, results of operations,
financial position, liquidity, prospects, growth and strategies.
By their nature, forward-looking statements involve risk and uncertainty because they relate to future
events and circumstances. Forward-looking statements are not guarantees of future performance and
the actual results of the Group's operations, financial position and liquidity, and the development of the
markets in which the Group operate, may differ materially from those described in, or suggested by,
the forward-looking statements contained in this Debt Issuance Programme Prospectus. In addition,
even if the Group's results of operations, financial position and liquidity, and the development of the
markets and the industries in which the Group operates, are consistent with the forward-looking
statements contained in this Debt Issuance Programme Prospectus, those results or developments may
not be indicative of results or developments in subsequent periods. A number of risks, uncertainties and
other factors could cause results and developments to differ materially from those expressed or implied
by the forward-looking statements.
Forward-looking statements may and often do differ materially from actual results. Any forward-
looking statements in this Debt Issuance Programme Prospectus reflect the Issuers' and the Group's
current view with respect to future events and are subject to risks relating to future events and other
risks, uncertainties and assumptions relating to the Group's business, results of operations, financial
position, liquidity, prospects, growth and strategies. Investors should specifically consider the factors
identified in this Debt Issuance Programme Prospectus, which could cause actual results to differ,
before making an investment decision. Subject to all relevant laws, regulations or listing rules, the
Issuers undertake no obligation publicly to release the result of any revisions to any forward-looking
statements in this Debt Issuance Programme Prospectus that may occur due to any change in the
Issuers' expectations or to reflect events or circumstances after the date of this Debt Issuance
Programme Prospectus.
iv


TABLE OF CONTENTS
Page
RISK FACTORS.........................................................................................................................................1
DOCUMENTS INCORPORATED BY REFERENCE ..............................................................................9
GENERAL DESCRIPTION OF THE PROGRAMME............................................................................17
TERMS AND CONDITIONS OF THE NOTES......................................................................................23
DESCRIPTION OF AIRBUS GROUP AND AIRBUS GROUP B.V.......................................................58
INDEPENDENT AUDITORS..................................................................................................................59
RECENT DEVELOPMENTS ..................................................................................................................60
TAXATION ..............................................................................................................................................61
SUBSCRIPTION AND SALE..................................................................................................................65
PRO FORMA FINAL TERMS FOR USE IN CONNECTION WITH ISSUES OF SECURITIES WITH
A DENOMINATION OF AT LEAST 100,000 TO BE ADMITTED TO TRADING ON AN EU
REGULATED MARKET (CGN & NGN) .......................................................................................70
GENERAL INFORMATION ...................................................................................................................80
v


RISK FACTORS
Risk Factors relating to Airbus Group
Airbus Group is subject to many risks and uncertainties that may affect its financial performance. The
business, financial condition or results of operation of Airbus Group could be materially adversely affected by
the risks described on pages 8 to 19 in the 2014 Registration Document (as defined herein) and in the Airbus
Group Interims (as defined herein) which are incorporated by reference in this Debt Issuance Programme
Prospectus (Section "Risk Factors").
Risk Factors relating to Airbus Group B.V.
Payment of principal and interest on notes issued by Airbus Group B.V. are guaranteed by Airbus Group.
Therefore, the risks in respect of Airbus Group B.V. correspond to those of Airbus Group.
Risk factors relating to the Notes
Notes may not be a suitable investment for all investors
Each potential investor in any 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 relevant Notes, the
merits and risks of investing in the relevant Notes and the information contained or incorporated by
reference in this Debt Issuance Programme Prospectus or 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 relevant Notes and the impact such investment 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 relevant
Notes, including where principal or interest is 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 relevant 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 and such instruments may be purchased 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 the help of a financial adviser) to evaluate how the Notes will perform under
changing conditions, the resulting effects on the value of such Notes and the impact this investment will have
on the potential investor's overall investment portfolio.
Potential Conflicts of Interest
Certain of the Dealers and their affiliates have engaged, and may in the future engage, in investment banking
and/or commercial banking transactions with, and may perform services for, the Issuers and their respective
1


affiliates in the ordinary course of business. In addition, in the ordinary course of their business activities, the
Dealers and their affiliates may make or hold a broad array of investments and actively trade debt and equity
securities (or related derivative securities) and financial instruments (including bank loans) for their own
account and for the accounts of their customers. Such investments and securities activities may involve
securities and/or instruments of the Issuers or their respective affiliates. Certain of the Dealers or their
affiliates that have a lending relationship with the Issuers routinely hedge their credit exposure to the Issuers
consistent with their customary risk management policies. Typically, such Dealers and their affiliates would
hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps
or the creation of short positions in securities, including potentially the Notes issued under the Programme.
Any such short positions could adversely affect future trading prices of Notes issued under the Programme.
The Dealers and their affiliates may also make investment recommendations and/or publish or express
independent research views in respect of such securities or financial instruments and may hold, or recommend
to clients that they acquire, long and/or short positions in such securities and instruments.
In addition, potential conflicts of interest may arise between the calculation agent, if any, for a Tranche of
Notes and the Noteholders, including with respect to certain discretionary determinations and judgements that
such calculation agent may make pursuant to the Terms and Conditions that may influence the amount
receivable upon redemption of the Notes.
EU Savings Directive
Council Directive 2003/48/EC (the "EU Savings Directive") on the taxation of savings income, requires a
Member State to provide to the tax authorities of other Member States details of payments of interest and
other similar income paid by a person within its jurisdiction to, or collected by such a person for, an
individual resident or certain limited types of entity established in that other Member State; however, Austria
instead applies a withholding system in relation to such payments, deducting tax at rates rising over time to 35
per cent., for a transitional period (subject to a procedure whereby, on meeting certain conditions, the
beneficial owner of the interest or other income may request that no tax be withheld) unless during such
period it elects otherwise. Luxembourg elected out of the withholding tax system in favour of an automatic
exchange of information under the EU Savings Directive with effect as from 1 January 2015. A number of
non-EU countries and certain dependent or associated territories of certain Member States have adopted
similar measures (either provision of information or transitional withholding) in relation to payments made by
a person within its jurisdiction to, or collected by such a person for, an individual resident or certain limited
types of entity established in a Member State. In addition, the Member States have entered into provision of
information or transitional withholding arrangements with certain of those dependent or associated territories
in relation to payments made by a person in a Member State to, or collected by such a person for, an
individual resident or certain limited types of entity established in one of those territories.
On 24 March 2014, the Council of the European Union adopted a Directive 2014/48/EU (the "Amending
Directive"), which will, when implemented, amend or broaden the scope of the requirements described
above.
If a payment were to be made or collected through a Member State which has opted for a withholding system
and an amount of, or in respect of, tax were to be withheld from that payment, neither the Issuer nor any
Paying Agent nor any other person would be obliged to pay additional amounts with respect to any Note as a
result of the imposition of such withholding tax. If a withholding tax is imposed on a payment made by a
Paying Agent, the Issuer will be required to maintain a Paying Agent in a Member State that will not be
obliged to withhold or deduct tax pursuant to the EU Savings Directive, as amended. The Amending Directive
requires Member States to adopt national legislation necessary to comply with it by 1 January 2016, which
legislation must apply from 1 January 2017. The EU Savings Directive may however be repealed in due
course in order to avoid overlap with the amended Council Directive 2011/16/EU on administrative
2


cooperation in the field of taxation, pursuant to which Member States will be required to apply other new
measures on mandatory automatic exchange of information from 1 January 2016 (except that Austria is
allowed to start applying these measures up to one year later).
FATCA Withholding
Whilst the Notes are in global form and held within Euroclear and Clearstream, Luxembourg (together, the
"ICSDs"), in all but the most remote circumstances, it is not expected that FATCA (as defined in "Taxation ­
FATCA Withholding") will affect the amount of any payment received by the ICSDs (see "Taxation ­ FATCA
Withholding"). Further, non-U.S. financial institutions in a jurisdiction which has entered into an
intergovernmental agreement with the United States (an "IGA") generally are not expected to be required to
withhold under FATCA or an IGA (or any law implementing an IGA) from payments they make on securities
such as the Notes. However, if FATCA withholding were relevant with respect to payments on the Notes,
FATCA could affect payments made to custodians or intermediaries in the subsequent payment chain leading
to the ultimate investor if any such custodian or intermediary generally is unable to receive payments free of
FATCA withholding. It could also affect payments to any ultimate investor that is a financial institution that is
not entitled to receive payments free of withholding under FATCA, or an ultimate investor that fails to
provide its broker (or other custodian or intermediary from which it receives payment) with any information,
forms, other documentation or consents that may be necessary for the payments to be made free of FATCA
withholding. Investors should choose their custodians and intermediaries with care (to ensure each is
compliant with FATCA or other laws or agreements related to FATCA), provide each custodian or
intermediary with any information, forms, other documentation or consents that may be necessary for such
custodian or intermediary to make a payment free of FATCA withholding. Investors should consult their own
tax adviser to obtain a more detailed explanation of FATCA and how FATCA may affect them. Please see
"Taxation ­ FATCA Withholding" for more information on this legislation.
Fixed/Floating Rate Notes
Fixed/Floating Rate Notes may bear interest at a rate that the Issuer may elect to convert from a fixed rate to a
floating rate, or from a floating rate to a fixed rate. The Issuer's ability to convert the interest rate will affect
the secondary market and the market value of such Notes since the Issuer may be expected to convert the rate
when it is likely to produce a lower overall cost of borrowing. If the Issuer converts from a fixed rate to a
floating rate, the spread on the Fixed/Floating Rate Notes may be less favourable than then prevailing spreads
on comparable Floating Rate Notes tied to the same reference rate. In addition, the new floating rate at any
time may be lower than the rates on other Notes. If the Issuer converts from a floating rate to a fixed rate, the
fixed rate may be lower than then prevailing rates on its Notes.
Modification, waivers and substitution
The Terms and Conditions of the Notes contain provisions for calling meetings of Noteholders to consider
matters affecting their interests generally and to obtain Written Resolutions on matters relating to the Notes
from Noteholders without calling a meeting. A Written Resolution signed by or on behalf of the holders of not
less than 75 per cent. in nominal amount of the Notes of the relevant Series who for the time being are entitled
to receive notice of a meeting in accordance with the provisions of the Trust Deed and whose Notes are
outstanding shall, for all purposes, take effect as an Extraordinary Resolution.
In certain circumstances, where the Notes are held in global form in the clearing systems, the Issuer, the
Guarantor and the Trustee (as the case may be) will be entitled to rely upon:
(i)
where the terms of the proposed resolution have been notified through the relevant clearing system(s),
approval of a resolution proposed by the Issuer, the Guarantor or the Trustee (as the case may be)
given by way of electronic consents communicated through the electronic communications systems of
the relevant clearing systems in accordance with their operating rules and procedures by or on behalf
3


of the holders of not less than 75 per cent. in nominal amount of the Notes of the relevant Series for the
time being outstanding; and
(ii)
where electronic consent is not being sought, consent or instructions given in writing directly to the
Issuer, the Guarantor and/or the Trustee (as the case may be) by accountholders in the clearing systems
with entitlements to such global note or certificate or, where the accountholders hold such entitlement
on behalf of another person, on written consent from or written instruction by the person for whom
such entitlement is ultimately beneficially held (directly or via one or more intermediaries), provided
that the Issuer, the Guarantor and the Trustee have obtained commercially reasonable evidence to
ascertain the validity of such holding and taken reasonable steps to ensure such holding does not alter
following the given of such consent/instruction and prior to effecting such resolution;
A Written Resolution or an electronic consent as described above may be effected in connection with any
matter affecting the interests of Noteholders, including the modification of the Conditions, that would
otherwise be required to be passed at a meeting of Noteholders satisfying the special quorum in accordance
with the provisions of the Trust Deed, and shall for all purposes take effect as an Extraordinary Resolution
passed at a meeting of Noteholders duly convened and held. These provisions permit defined majorities to
bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and
Noteholders who voted in a manner contrary to the majority.
The Terms and Conditions of the Notes and the Trust Deed provide that the Trustee may, without the consent
of Noteholders, (A) agree to (i) any modification of any of the provisions of the Trust Deed that is of a formal,
minor or technical nature or is made to correct a manifest error, (ii) any other modification (except as
mentioned in the Trust Deed), and (B) waive or authorise any breach or proposed breach of any of the
provisions of Notes and determine that any Event of Default or potential Event of Default shall not be treated
as such, in the case of (A) and (B), if in the opinion of the Trustee the interests of the Noteholders will not be
materially prejudiced thereby. The Trustee may, without the consent of Noteholders agree to the substitution
of another company as principal debtor under any Notes in place of the Issuer, in the circumstances described
in Condition 11 of the Terms and Conditions of the Notes and Clause 15.2 of the Trust Deed.
Integral multiples of less than 100,000
In relation to any issue of Notes which have a denomination consisting of the minimum Specified
Denomination of 100,000 (or its equivalent) plus a higher integral multiple of another smaller amount, it is
possible that the Notes may be traded in amounts in excess of 100,000 (or its equivalent) that are not integral
multiples of 100,000 (or its equivalent). In such a case a Noteholder who, as a result of trading such
amounts, holds a principal amount of less than the minimum Specified Denomination will not receive a
definitive Note in respect of such holding (should definitive Notes be printed) and would need to purchase a
principal amount of Notes such that it holds an amount equal to one or more Specified Denominations.
Exchange rate risks and exchange controls
The Issuer will pay principal and interest on the Notes in the Specified Currency. This presents certain risks
relating to currency conversions if an investor's financial activities are denominated principally in a currency
or currency unit (the "Investor's Currency") other than the Specified Currency. These include the risk that
exchange rates may significantly change (including changes due to devaluation of the Specified Currency or
revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the Investor's
Currency may impose or modify exchange controls. An appreciation in the value of the Investor's Currency
relative to the Specified Currency would decrease (1) the Investor's Currency-equivalent yield on the Notes,
(2) the Investor's Currency equivalent value of the principal payable on the Notes and (3) the Investor's
Currency equivalent market value of the Notes.
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Government and monetary authorities may impose (as some have done in the past) exchange controls that
could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal
than expected, or no interest or principal.
Interest rate risks
Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may
adversely affect the value of Fixed Rate Notes.
Change of Law
The Terms and Conditions of the Notes are based on English law in effect as at the date of this Debt Issuance
Programme Prospectus. No assurance can be given as to the impact of any possible judicial decision or
change in English law or the official application or interpretation of English law after the date of this Debt
Issuance Programme Prospectus.
Credit ratings may not reflect all risks
One or more independent credit rating agencies may assign credit ratings to the Notes. The ratings may not
reflect the potential impact of all risks related to structure, market, additional factors discussed above, and
other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or
hold securities and may be revised or withdrawn by the rating agency at any time.
Legal investment considerations may restrict certain investments
The investment activities of certain investors are subject to legal investment laws and regulations, or review
or regulation by certain authorities. Each potential investor should consult its legal advisers to determine
whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for
various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial
institutions should consult their legal advisers or the appropriate regulators to determine the appropriate
treatment of Notes under any applicable risk-based capital or similar rules.
Market Value of the Notes
The market value of the Notes will be affected by the creditworthiness of the Issuer and a number of
additional factors, including the value of the reference assets, including, but not limited to, the volatility of the
reference assets, market interest and yield rates and the time remaining to the maturity date.
The value of the Notes or the reference assets depends on a number of interrelated factors, including
economic, financial and political events in France, Germany, Spain or elsewhere, including factors affecting
capital markets generally and the stock exchanges on which the Notes or the reference assets are traded. The
price at which a Noteholder will be able to sell the Notes prior to maturity may be at a discount, which could
be substantial, from the issue price or the purchase price paid by such purchaser. The historical market prices
of the reference assets should not be taken as an indication of the reference assets' future performance during
the term of any Note.
The trading market for the Notes may be volatile and may be adversely impacted by many events.
The market for the Notes is influenced by economic and market conditions and, to varying degrees, market
conditions, interest rates, currency exchange rates and inflation rates in other European and other
industrialised countries. There can be no assurance that events in France, Germany, Spain, the rest of Europe
or elsewhere will not cause market volatility or that such volatility will not adversely affect the price of Notes
or that economic and market conditions will not have any other adverse effect.
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