Obbligazione Pernod-Ricard SA 4.875% ( FR0010871376 ) in EUR

Emittente Pernod-Ricard SA
Prezzo di mercato 100 EUR  ▼ 
Paese  Francia
Codice isin  FR0010871376 ( in EUR )
Tasso d'interesse 4.875% per anno ( pagato 1 volta l'anno)
Scadenza 17/03/2016 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Pernod-Ricard S.A FR0010871376 in EUR 4.875%, scaduta


Importo minimo 50 000 EUR
Importo totale 1 200 000 000 EUR
Descrizione dettagliata Pernod Ricard S.A. è un'azienda multinazionale francese leader nel settore dei vini e liquori, con un vasto portafoglio di marchi iconici distribuiti globalmente.

Analisi Retrospectiva dell'Obbligazione Pernod Ricard S.A. (ISIN: FR0010871376) Il presente articolo fornisce un'analisi dettagliata di un'obbligazione a suo tempo emessa da Pernod Ricard S.A., identificata dal codice ISIN FR0010871376. È importante sottolineare fin da subito che questa specifica obbligazione ha già raggiunto la sua data di scadenza ed è stata regolarmente rimborsata agli investitori. Pernod Ricard S.A., l'emittente di questo strumento di debito, è un gruppo francese di fama mondiale, leader nel settore dei vini e degli alcolici. Fondata nel 1975, l'azienda è il risultato della fusione di Pernod e Ricard e si è affermata come uno dei principali attori a livello globale, vantando un portafoglio diversificato di marchi iconici riconosciuti a livello internazionale. La sua sede è in Francia e la sua solida posizione sul mercato ne ha sempre fatto un emittente di rilievo nel panorama finanziario. Le caratteristiche principali di questa obbligazione erano le seguenti: * **Tipo di Strumento**: Obbligazione * **Codice ISIN**: FR0010871376 * **Emittente**: Pernod Ricard S.A. * **Paese di Emissione**: Francia * **Valuta**: Euro (EUR) * **Tasso d'Interesse (Cedola)**: 4.875% * **Ammontare Totale dell'Emissione**: 1.200.000.000 EUR (Un miliardo e duecento milioni di Euro) * **Lotto Minimo di Acquisto**: 50.000 EUR * **Frequenza di Pagamento Cedole**: Annuale (1 volta all'anno) La data di scadenza prevista per questa obbligazione era il 17 marzo 2016. In conformità con i termini dell'emissione, l'obbligazione è giunta a maturità in tale data ed è stata rimborsata al 100% del suo valore nominale, riflettendo il prezzo di mercato al momento del rimborso. Ciò significa che gli investitori hanno ricevuto il capitale investito per intero, oltre alle cedole maturate fino a quel momento. Questa operazione ha concluso il ciclo di vita dello strumento finanziario, che non è più negoziabile sul mercato secondario.







PROSPECTUS DATED 17 MARCH 2010
PERNOD RICARD
(a société anonyme established with limited liability in the Republic of France)
1,200,000,000 4.875 per cent. Notes due 2016
Issue Price: 99.741 per cent.
The 1,200,000,000 aggregate principal amount of 4.875 per cent. Notes due March 2016 (the Notes) of Pernod Ricard S.A. (the Issuer) will be
issued outside the Republic of France on 18 March 2010 (the Issue Date) in the denomination of 50,000 each.
Each Note will bear interest on its principal amount from (and including) the Issue Date to (but excluding) 18 March 2016 at a fixed rate of 4.875 per
cent. per annum payable annually in arrear on 18 March in each year and commencing on 18 March 2011, as further described in "Terms and
Conditions of the Notes ­ Interest".
The Issuer may, at its option, and in certain circumstances must, redeem all (but not some only) of the Notes at any time at par plus accrued interest in
the event of certain tax changes, as further described in "Terms and Conditions of the Notes ­ Redemption for Taxation Reasons". In addition, each
Noteholder may, at its option, in the event of a Change of Control, request from the Issuer the redemption of some or all of the Notes held by it at
their principal amount plus accrued interest, as further described in "Terms and Conditions of the Notes - Redemption following a Change of
Control".
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, for the approval of this Prospectus within the meaning of directive
2003/71/EC (the Prospectus Directive). This Prospectus constitutes a prospectus within the meaning of Article 5.3 of the Prospectus Directive.
Application has also been made to the Luxembourg Stock Exchange for the Notes to be listed on the official list of the Luxembourg Stock Exchange
(the Official List) and to be admitted to trading on the Luxembourg Stock Exchange's regulated market. References in this Prospectus to the Notes
being "listed" (and all related references) shall mean that the Notes have been admitted to the Official List and admitted to trading on the
Luxembourg Stock Exchange's regulated market. The Luxembourg Stock Exchange's regulated market is a regulated market within the meaning of
directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments.
The Notes will be issued in dematerialised bearer form (au porteur). Title to the Notes will be evidenced in accordance with Articles L. 211-3 and
R. 211-1 of the French Code monétaire et financier by book-entries (inscription en compte) in the books of Account Holders. No physical document
of title (including certificats représentatifs pursuant to Article R. 211-7 of the French Code monétaire et financier) will be issued in respect of the
Notes. The Notes will, upon issue, be inscribed in the books of Euroclear France, which shall credit the accounts of the Account Holders, as set out in
"Terms and Conditions of the Notes - Form, Denomination and Title".
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act) and may not be offered or
sold in the United States or to, or for the benefit of, U.S. persons unless the Notes are registered under the Securities Act or an exemption from the
registration requirements of the Securities Act is available.
The Notes have been assigned a rating of BB+ by Standard & Poor's Rating Services, a division of the McGraw Hill Companies, Inc., Ba1 by
Moody's Investors Service, Inc. and BB+ by Fitch Ratings. A rating is not a recommendation to buy, sell or hold securities and may be subject to
revision, suspension, reduction or withdrawal at any time by the relevant rating agency. A revision, suspension, reduction or withdrawal of a rating
may adversely affect the market price of the Notes.
An investment in the Notes involves certain risks. Potential investors should review all the information contained or incorporated by
reference in this document and, in particular, the information set out in the section entitled "Risk Factors" before making a decision to invest
in the Notes.
JOINT LEAD MANAGER AND COORDINATOR
NATIXIS
JOINT LEAD MANAGERS
BARCLAYS CAPITAL
HSBC
MITSUBISHI UFJ SECURITIES INTERNATIONAL PLC


RESPONSIBILITY STATEMENT
To the best of the knowledge and belief of the Issuer, having taken all reasonable care to ensure that such is the
case, the information contained or incorporated by reference in this Prospectus is in accordance with the facts and
does not omit anything likely to affect the import of such information. The Issuer accepts responsibility for the
information contained in this Prospectus accordingly.
IMPORTANT NOTICES
This Prospectus comprises a prospectus within the meaning of directive 2003/71/EC (the Prospectus Directive) and
for the purpose of giving information with regard to the Issuer, the Issuer and its consolidated subsidiaries 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 the Issuer.
Certain information contained in this Prospectus and/or documents incorporated herein by reference has been
extracted from sources specified in the sections where such information appears. The Issuer confirms that such
information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information
published by the above sources, no facts have been omitted which would render the information reproduced
inaccurate or misleading.
This Prospectus is to be read in conjunction with all documents which are incorporated herein by reference (see
"Documents Incorporated by Reference"). This Prospectus shall be read and construed on the basis that such
documents are incorporated in, and form part of, this Prospectus.
The Joint Lead Managers (as defined under "Subscription and Sale") have not independently verified the
information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made
and no responsibility or liability is accepted by the Joint Lead Managers or any of their affiliates as to the accuracy
or completeness of the information contained or incorporated in this Prospectus or any other information provided
by the Issuer in connection with the issue and sale of the Notes.
In connection with the issue and sale of the Notes, no person is or has been authorised by the Issuer or the Joint
Lead Managers or any of their affiliates to give any information or to make any representation other than those
contained in this Prospectus and if given or made, such information or representation must not be relied upon as
having been authorised by the Issuer or the Joint Lead Managers or any of their affiliates.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall in any circumstances
imply that the information contained herein is correct at any time subsequent to the date hereof. The Joint Lead
Managers do not undertake to review the financial condition or affairs of the Issuer during the life of the Notes or
to advise any investor in the Notes of any information coming to their attention. Investors should review, inter alia,
the documents incorporated by reference into this Prospectus when deciding whether or not to subscribe for or to
purchase any Notes.
Neither this Prospectus nor any other information supplied in connection with the issue and sale of the 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 or any of the Joint Lead Managers that any recipient of this Prospectus should purchase any Notes.
Neither this Prospectus nor any other information supplied in connection with the issue and sale of the Notes
constitutes an offer or invitation by or on behalf of the Issuer or any of the Joint Lead Managers to any person to
subscribe for or to purchase any Notes.
In making an investment decision regarding the Notes, prospective investors should rely on their own independent
investigation and appraisal of (a) the Issuer, its business, its financial condition and affairs and (b) the terms of the
offering, including the merits and risks involved. The contents of this Prospectus are not to be construed as legal,
business or tax advice. Each prospective investor should consult its own advisers as to legal, tax, financial, credit
and related aspects of an investment in the Notes. Potential investors should, in particular, read carefully the
section entitled "Risk Factors" set out below before making a decision to invest in the Notes.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction
where, or 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 and the
Joint Lead Managers do not represent that this Prospectus may be lawfully distributed, or that any Notes may be
1


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 or the Joint Lead Managers which would permit a
public offering of any Notes 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 United
Kingdom and France (see "Subscription and Sale").
The Notes have not been and will not be registered under the Securities Act and, subject to certain exceptions, may
not be offered, sold or 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 (Regulation S)).
In this Prospectus, unless otherwise specified or the context requires, references to Euro, EUR and are to the
single currency of the participating member states of the European Economic and Monetary Union.
In connection with the issue of the Notes, Natixis (the Stabilising Manager) (or any person acting on behalf of
any Stabilising Manager) 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 (or any persons acting on behalf of any 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 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 Notes and 60 days after the date of the allotment of the Notes. Any
stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager (or any person
acting on behalf of any Stabilising Manager) in accordance with all applicable laws and rules.
2


TABLE OF CONTENTS
Title
Page
RISK FACTORS ................................................................................................................................................4
DOCUMENTS INCORPORATED BY REFERENCE...................................................................................8
TERMS AND CONDITIONS OF THE NOTES ...........................................................................................11
USE OF PROCEEDS .......................................................................................................................................22
RECENT DEVELOPMENTS.........................................................................................................................23
TAXATION.......................................................................................................................................................46
SUBSCRIPTION AND SALE .........................................................................................................................49
GENERAL INFORMATION ..........................................................................................................................51
3


RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes. 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 the
Notes are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the Notes,
but the Issuer may be unable to pay interest, principal or other amounts on or in connection with the Notes for
other reasons and the Issuer does not represent that the statements below regarding the risks of holding the Notes
are exhaustive. Prospective investors should also read the detailed information set out elsewhere in this Prospectus
(including any documents incorporated by reference herein) and reach their own views prior to making any
investment decision.
1. RISK FACTORS RELATING TO THE ISSUER
See Section "Documents incorporated by reference" in this Prospectus.
2. RISK FACTORS RELATING TO THE NOTES
The Notes may not be a suitable investment for all investors.
Each prospective investor of Notes must determine, based on its own independent review and such professional
advice as it deems appropriate under the circumstances, that its acquisition of the Notes is fully consistent with its
financial needs, objectives and condition, complies and is fully consistent with all investment policies, guidelines
and restrictions applicable to it and is a fit, proper and suitable investment for it, notwithstanding the clear and
substantial risk inherent in investing in or holding the Notes.
Each prospective investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each prospective investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and
risks of investing in the Notes and the information contained or incorporated by reference in this
Prospectus or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its own
fiinancial situation, an investment in the Notes and the impact that any such investment will have on its
overall investment portfolio;
(iii)
have sufficient fiinancial resources and liquidity to bear the risks of an investment in the Notes,
including any currency exchange risk due to the fact that the prospective investor's currency is not
Euro;
(iv)
understand thoroughly the terms of the Notes and be familiar with the behaviour of the fiinancial
markets and any relevant indices;
(v)
be able to evaluate (either alone or with the help of a fiinancial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the risks of
such investment; and
(vi)
consult its own advisers as to legal, tax and related aspects of an investment in the Notes.
4


Risks related to the structure of the Notes.
The Notes are subject to early redemption by the Issuer for taxation reasons
An early redemption feature of Notes is likely to affect their market value. During any period when the Issuer may
elect or be obliged to redeem Notes in accordance with Condition 6(b) "Terms and Conditions of the Notes -
Redemption for Taxation Reasons", the market value of those Notes generally will not rise substantially above the
price at which they can be redeemed. This may also be true prior to any redemption period.
An investor may 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. Prospective investors
should consider investment risk in light of other investments available at that time.
Interest rate risk on the Notes
Investment in the Notes involves the risk that subsequent changes in market interest rates may adversely affect the
value of the Notes.
The exercise of the Change of Control Put Option in respect of a significant number of Notes may affect the
liquidity of the Notes in respect of which such Put Option is not exercised
Depending on the number of Notes in respect of which the Put Option (as defined in "Terms and Conditions of the
Notes") is exercised in conjunction, if applicable, with any Notes purchased by the Issuer and cancelled, any trading
market of the Notes in respect of which such Put Option is not exercised may become less liquid or illiquid.
Risks related to the market generally.
An active trading market for the Notes may not develop
There can be no assurance that an active trading market for the Notes will develop, or, if one does develop, that it
will be maintained. If an active trading market for the Notes does not develop or is not maintained, the liquidity and
the market or trading price of the Notes may be adversely affected.
The trading market for the Notes may be volatile and may be adversely impacted by many events
The secondary market for debt securities is influenced by economic and market conditions and, to varying degrees,
interest rates, currency exchange rates and inflation rates in other European and other industrialised countries. There
can be no assurance that events in France, Europe or elsewhere will not cause market volatility or that such
volatility will not adversely affect the price of the Notes or that economic and market conditions will not have any
other adverse effect.
Exchange rate risks and exchange controls
The Issuer will pay principal and interest on the Notes in Euro. This presents certain risk relating to currency
conversions if an investor's financial activities are denominated principally in a currency unit (the Investor's
Currency) other than the Euro. These include the risk that exchange rate may significantly change (including
changes due to devaluation of the Euro 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 Euro 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.
Government and monetary authorities may impose (as some have done in the past) exchange controls that could
adversely affect an applicable exchange rate, the market price of the Notes or certain investors' right to receive
interest or principal on the Notes.
Risks related to the Notes generally.
Modification and waiver
The Conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting
their interests generally. 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 a two-third
majority in accordance with Article L. 228-65 II of the French Code de commerce.
No voting rights
The Notes do not give the Noteholders the right to vote at meetings of the shareholders of the Issuer.
5


No limitation on issuing debt
There is no restriction in the Notes on the amount of debt which the Issuer may incur. Any such further debt may
reduce the amount recoverable by the Noteholders upon liquidation or insolvency of the Issuer.
Credit ratings may not reflect all risks
The credit ratings assigned to the Notes may not reflect the potential impact of all risks related to the structure,
market or other factors that may affect the value of the Notes.
Change of law
The Conditions of the Notes are based on the laws of France in effect as at the date of this Prospectus. No assurance
can be given as to the impact of any possible judicial decision or change to the laws of France or administrative
practice after the date of this Prospectus.
Taxation
Prospective purchasers and sellers of the Notes should be aware that they may be required to pay taxes or other
documentary charges or duties in accordance with the laws and practices of the country where the Notes are
transferred or other jurisdictions, or in accordance with any applicable double tax treaty. Prospective investors are
advised not to rely upon the tax summary contained in this Prospectus but to ask for their own tax adviser's advice
on their individual taxation with respect to the acquisition, sale and redemption of the Notes. Only these advisors
are in a position to duly consider the specific situation of the prospective investor. This paragraph has to be read in
conjunction with the taxation section of this Prospectus.
EU Savings Directive
On 3 June 2003, the European Council of Economics and Finance Ministers adopted a directive 2003/48/EC
regarding the taxation of savings income in the form of interest payments (the Directive). The Directive requires
Member States, subject to a number of conditions being met, to provide to the tax authorities of other Member
States details of payments of interest and other similar income made by a paying agent located within their
jurisdiction to an individual resident in that other Member State. However, for a transitional period, Luxembourg
and Austria will instead withhold an amount on interest payments unless the relevant beneficial owner of such
payment elects otherwise and authorizes the paying agent to disclose the above information (see "Taxation ­ EU
Directive on the Taxation of Savings Income").
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 Directive.
French insolvency law
Under French insolvency law as amended by ordinance n°2008-1345 dated 18 December 2008 which came into
force on 15 February 2009 and related order n°2009-160 dated 12 February 2009, holders of debt securities are
automatically grouped into a single assembly of holders (the Assembly) in order to defend their common interests if
a preservation (procédure de sauvegarde) or a judicial reorganisation procedure (procédure de redressement
judiciaire) is opened in France with respect to the Issuer. The Assembly comprises holders of all debt securities
issued by the Issuer (including the Notes), whether or not under a debt issuance programme (EMTN) and regardless
of their governing law. The Assembly deliberates on the proposed safeguard (projet de plan de sauvegarde) or
judicial reorganisation plan (projet de plan de redressement) applicable to the Issuer and may further agree to:
- increase the liabilities (charges) of holders of debt securities (including the Noteholders) by rescheduling due
payments and/or partially or totally writing off receivables in form of debt securities;
- establish an unequal treatment between holders of debt securities (including the Noteholders) as appropriate under
the circumstances; and/or
- decide to convert debt securities (including the Notes) into securities that give or may give right to share capital.
Decisions of the Assembly will be taken by a two-third majority (calculated as a proportion of the debt securities
held by the holders attending such Assembly or represented thereat). No quorum is required to convoke the
Assembly.
6


For the avoidance of doubt, the provisions relating to the Representation of the Noteholders described in this
Prospectus will not be applicable to the extent they are not in compliance with compulsory insolvency law
provisions that apply in these circumstances.
7


DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus should be read and construed in conjunction with the following documents, which have been
previously published or are published simultaneously with this Prospectus, which have been filed with the CSSF
and which shall be incorporated in, and form part of, this Prospectus:
- the English translation of the Issuer's Rapport Financier Semestriel (SR 2010) dated 17 February 2010 which
includes the unaudited condensed interim consolidated financial statements of the Issuer as at 31 December 2009
prepared in accordance with IFRS, the management report and the auditor's limited review report on such
unaudited condensed interim consolidated financial statements;
- the English translation of the Issuer's 2008/2009 Document de Référence (AR 2009) dated 24 September 2009
which received reference no. D.09-0656 from the Autorité des marchés financiers (the AMF) and which includes
the audited consolidated financial statements of the Issuer as at 30 June 2009 prepared in accordance with IFRS
and the auditors' reports on such audited financial statements; except for the second paragraph of the section
"Declaration of the person responsible for the reference document and the annual financial report" on page 202
of the AR 2009; and
- the English translation of Issuer's 2007/2008 Document de Référence (AR 2008) dated 2 October 2008 which
received reference no. D.08-0656 from the AMF and which includes the audited consolidated financial
statements of the Issuer as at 30 June 2008 prepared in accordance with International Financial Reporting
Standards (IFRS) and the auditors' reports on such audited financial statements; except for the second paragraph
of the section "Declaration of the person responsible for the reference document and the financial report" on
page 188 of the AR 2008.
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.
All documents incorporated by reference will be available on the website of the Luxembourg Stock Exchange
(www.bourse.lu) and on the website of the Issuer (www.pernod-ricard.fr). They will also be available free of charge
at the premises of the Paying Agent in Luxembourg.
For the purposes of the Prospectus Directive, information can be found in such documents incorporated by
reference or this Prospectus in accordance with the following cross-reference table. Any information not listed in
the cross-reference list but included in the documents incorporated by reference is given for information purposes
only.
Document incorporated
Rule
Prospectus Regulation ­ Annex IX
Page
by reference
3.
RISK FACTORS
Prominent disclosure of risk factors that may affect the
AR 2009
60 to 67
3.1.
issuer's ability to fulfill its obligations under the
securities to investors in a section headed "Risk Factors"
4.
INFORMATION ABOUT THE ISSUER
4.1.
History and development of the Issuer:
4.1.1.
the legal and commercial name of the issuer
AR 2009
180
the place of registration of the issuer and its registration
AR 2009
180
4.1.2.
number
the date of incorporation and the length of life of the
AR 2009
180
4.1.3.
issuer, except where indefinite
8


4.1.4.
the domicile and legal form of the issuer, the legislation
AR 2009
180
under which the issuer operates, its country of
incorporation, and the address and telephone number of
its registered office (or principal place of business if
different from its registered office)
5.
BUSINESS OVERVIEW
5.1.
Principal activities
5.1.1.
A brief description of the issuer's principal activities
AR 2009
7 to 9
stating the main categories of products sold and/or
services performed
The basis for any statements in the registration document
AR 2009
8
5.1.2.
made by the issuer regarding its competitive position
6.
ORGANISATIONAL STRUCTURE
If the issuer is part of a group, a brief description of the
AR 2009
6, 7
6.1.
group and of the issuer's position within it
8.
PROFIT FORECASTS OR ESTIMATES
A statement setting out the principal assumptions upon
SR 2010
7
8.1.
which the issuer has based its forecast, or estimate
AR 2009
44
8.2.
Any profit forecast set out in the registration document
AR 2009
N.A.
must be accompanied by a statement confirming that the
said forecast has been properly prepared on the basis
stated and that the basis of accounting is consistent with
the accounting policies of the issuer
9.
ADMINISTRATIVE, MANAGEMENT, AND
SUPERVISORY BODIES
9.1.
Names, business addresses and functions in the issuer of
AR 2009
17 to 24; 31
the following persons, and an indication of the principal
activities performed by them outside the issuer where
these are significant with respect to that issuer:
(a) members of the administrative, management or
supervisory bodies;
(b) partners with unlimited liability, in the case of a
limited partnership with a share capital.
9.2.
Administrative, Management, and Supervisory bodies
AR 2009
25
conflicts of interests
Potential conflicts of interests between any duties to the
issuing entity of the persons referred to in item 9.1 and
their private interests and or other duties must be clearly
stated
In the event that there are no such conflicts, a statement
to that effect
10.
MAJOR SHAREHOLDERS
10.1.
To the extent known to the issuer, state whether the
AR 2009
182, 191, 192
issuer is directly or indirectly owned or controlled and by
whom, and describe the nature of such control, and
describe the measures in place to ensure that such control
is not abused
10.2.
A description of any arrangements, known to the issuer,
AR 2009
183
the operation of which may at a subsequent date result in
a change in control of the issuer
9