Obbligazione Iberdrola Energía 3.875% ( XS0586466798 ) in EUR

Iberdrola Energía

100 EUR ▼

Spagna

XS0586466798 ( in EUR )

3.875% per anno ( pagato 1 volta l'anno)

10/02/2014 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Iberdrola XS0586466798 in EUR 3.875%, scaduta

100 000 EUR

750 000 000 EUR

Iberdrola è una multinazionale spagnola operante nel settore delle energie rinnovabili e della fornitura di energia elettrica e gas.

The Obbligazione issued by Iberdrola Energía ( Spain ) , in EUR, with the ISIN code XS0586466798, pays a coupon of 3.875% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 10/02/2014

BASE PROSPECTUS

IBERDROLA FINANZAS, S.A.U.
(Incorporated with limited liability in the Kingdom of Spain)

Euro 20,000,000,000
Guaranteed Euro Medium Term Note Programme
Guaranteed by
IBERDROLA, S.A.
(Incorporated with limited liability in the Kingdom of Spain)
Under the Guaranteed Euro Medium Term Note Programme (the Programme) described in this Base Prospectus, Iberdrola Finanzas, S.A.U. (Iberdrola Finanzas or the
Issuer) may from time to time issue notes (the Notes) subject to compliance with all relevant laws, regulations and directives. The payment of all amounts due in respect of
the Notes will be unconditionally and irrevocably guaranteed by Iberdrola, S.A. (Iberdrola or the Guarantor). The aggregate principal amount of Notes outstanding and
guaranteed will not at any time exceed Euro 20,000,000,000 (or the equivalent in other currencies).
This document constitutes a base prospectus (the Base Prospectus) for the purposes of Article 8 of Regulation (EU) 2017/1129 (the Prospectus Regulation). This Base
Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the CSSF) as competent authority under the Prospectus Regulation. The CSSF only
approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed under Luxembourg and EU law pursuant to the
Prospectus Regulation. Such approval by the CSSF should not be considered as an endorsement of the Issuer or the Guarantor that are the subject of this Base Prospectus nor
as an endorsement of the quality of the Notes issued under the Programme. Investors should make their own assessment as to the suitability of investing in such Notes. By
approving this Base Prospectus, the CSSF gives no undertaking as to the economic and financial soundness of the transactions contemplated by this Base Prospectus or the
quality or solvency of the Issuer in accordance with Article 6(4) of the Luxembourg Act dated 16 July 2019 on prospectuses for securities (the Luxembourg Act).
Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the Regulated Market of the
Luxembourg Stock Exchange and to be listed on the official list of the Luxembourg Stock Exchange. References in this Base Prospectus to Notes being listed (and all related
references) shall mean that such Notes have been admitted to trading on the Luxembourg Stock Exchange's regulated market and have been admitted to the Official List of
the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments
Directive (Directive 2014/65/EU) (as amended, MiFID II). The requirement to publish a prospectus under the Prospectus Regulation only applies to Notes which are to be
admitted to trading on a regulated market in the European Economic Area or in the United Kingdom (the UK) and/or offered to the public in the European Economic Area
or in the UK other than in circumstances where an exemption is available under Article 3.2 of the Prospectus Regulation. Notice of the aggregate nominal amount of Notes,
interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each issue of Notes will be set out in a final terms
document (the Final Terms) which will be filed with the CSSF. Copies of Final Terms in relation to Notes to be listed on the Luxembourg Stock Exchange will also be
published on the website of the Luxembourg Stock Exchange (www.bourse.lu). The Programme provides that Notes may be listed or admitted to trading, as the case may
be, on such other or further stock exchanges or markets as may be agreed between the Issuer, the Guarantor and the relevant Dealer (such other or further stock exchanges
or markets to include, if so agreed, the AIAF Mercado de Renta Fija (AIAF)). The Notes may be issued in bearer form (Bearer Notes), in registered form (Registered Notes)
or in bearer form exchangeable for Registered Notes (Exchangeable Bearer Notes). Bearer Notes may be issued in new global note (NGN) form and Registered Notes may
be held under the new safekeeping structure (NSS) to allow Eurosystem eligibility. Unless otherwise specified in the Final Terms, each Tranche of Bearer Notes having an
original maturity of more than one year will initially be represented by a temporary Global Note and each Tranche of Bearer Notes having an original maturity of one year
or less will initially be represented by a permanent Global Note which, in each case, will (i) if the Global Notes are stated in the applicable Final Terms to be issued in NGN
form, be delivered on or prior to the original issue date of the relevant Tranche to a common safekeeper (the Common Safekeeper) for Euroclear (as defined below) and
Clearstream, Luxembourg (as defined below); or (ii) if the Global Notes are not intended to be issued in NGN form (Classic Global Notes or CGNs), be delivered on or
prior to the original issue date of the relevant Tranche to a Common Depositary (as defined below) for, Euroclear and Clearstream, Luxembourg, or as otherwise agreed
between the Issuer and the relevant Dealer. Interests in temporary Global Notes will be exchangeable for interests in a permanent Global Note or, if so stated in the relevant
Final Terms, for definitive Bearer Notes after the date falling 40 days after the issue date upon certification as to non-U.S. beneficial ownership or for definitive Registered
Notes at any time after the issue date. If specified in the relevant Final Terms, interests in permanent Global Notes will be exchangeable for definitive Bearer Notes or
definitive Registered Notes. Registered Notes will be represented by registered certificates (each a Certificate), one Certificate being issued in respect of each Holder's entire
holding of Registered Notes of one Series and may be represented by registered global certificates (each a Global Certificate). Registered Notes which are held in Euroclear
and Clearstream, Luxembourg will be registered (i) if the Global Certificate is not to be held under the NSS, in the name of nominees for Euroclear and Clearstream,
Luxembourg or a common nominee for both or (ii) if the Global Certificate is to be held under the NSS, in the name of a nominee of the Common Safekeeper and the relevant
Certificate(s) will be delivered to the appropriate depositary, a common depositary or Common Safekeeper, as the case may be.
This document comprises a base prospectus of the Issuer for the purposes of Article 8 of the Prospectus Regulation and for the purpose of giving information with regard to
the Issuer the Guarantor and the Notes which, according to the particular nature of the Issuer, the Guarantor 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 and the Guarantor.

This Base Prospectus is valid for twelve months from its date (i.e., until 24 June 2021) in relation to Notes which are to be admitted to trading on a regulated market
in the European Economic Area or the UK. The obligation to supplement this Base Prospectus in the event of a significant new factor, material mistake or material
inaccuracy does not apply when this Base Prospectus is no longer valid.

The Programme has been rated BBB+ by Standard & Poor's Credit Market Services Europe Limited (Standard & Poor's), Baa1 by Moody's Investors Service Limited
(Moody's), and A- by Fitch Ratings Limited (Fitch). As at the date of this Base Prospectus the Guarantor has been assigned a long-term credit rating of BBB+ by Standard
& Poor's, Baa1 by Moody's and BBB+ by Fitch. Each of Standard & Poor's, Moody's and Fitch is established in the European Union or the UK and is registered under
Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such each of Standard & Poor's, Moody's and Fitch is included in the list of credit rating agencies
published by the European Securities and Markets Authority on its website (https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the
CRA Regulation. Notes issued under the Programme may be rated or unrated. Where an issue of Notes is rated, its credit rating may not necessarily be the same as the credit
rating applicable to the Programme. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any
time by the assigning rating organisation.
The rating of certain Series of Notes to be issued under the Programme may be specified in the applicable Final Terms. Whether or not each credit rating applied for in
relation to relevant Series of Notes will be issued by a credit rating agency established in the European Union or the UK and registered under the CRA Regulation will be
disclosed in the 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 the UK or offered to the public in a Member State
of the European Economic Area or in the UK in circumstances which require the publication of a prospectus under the Prospectus Regulation, the minimum denomination
shall be 100,000 (or its equivalent in any other currency as at the date of issue of the Notes).
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Base Prospectus.

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Arranger
Barclays
Dealers
Banca IMI
Banco Bilbao Vizcaya Argentaria, S.A.
Barclays
BNP PARIBAS
BofA Securities
CaixaBank
Citigroup
Crédit Agricole CIB
Deutsche Bank
HSBC
ING
J.P. Morgan
Mizuho Securities
Morgan Stanley
MUFG
NatWest Markets
Santander
UniCredit Bank
The date of this Base Prospectus is 24 June 2020

2

The Issuer and the Guarantor accept responsibility for the information contained in this Base Prospectus and
the Final Terms for each Tranche of Notes issued under the Programme. To the best of the knowledge and
belief of the Issuer and the Guarantor, the information contained in the Base Prospectus and the Final Terms
is in accordance with the facts and does not omit anything likely to affect the import of such information. This
Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein
by reference (see "Documents Incorporated by Reference").
References herein to Conditions are to the "Terms and Conditions of Notes".
Copies of Final Terms will be available, free of charge, from the registered office of the Issuer, the registered
office of the Guarantor and the specified office set out below of each of the Paying Agents (as defined below).
Subject as provided in the applicable Final Terms, the only persons authorised to use this Base Prospectus in
connection with an offer of Notes are the persons named in the applicable Final Terms as the relevant Dealers
or the Managers, as the case may be.
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. 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
or the Guarantor since the date hereof or the date upon which this document has been most recently
supplemented or that there has been no adverse change in the financial position of the Issuer or the Guarantor
since the date hereof or the date upon which this document has been most recently supplemented or that any
other information supplied in connection with the Programme is correct as of any time subsequent to the date
on which it is supplied or, if different, the date indicated in the document containing the same.
The Arranger and the Dealers have not separately verified the information contained in this Base 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 Base Prospectus. 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 by the Issuer, the Guarantor, the Arranger or
the Dealers that any recipient of this Base 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 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.
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the Guarantor
or the Dealers to subscribe for, or purchase, any Notes.
The Notes and the Guarantee have not been and will not be registered under the United States Securities Act
of 1933 (as amended) (the Securities Act) and include Notes 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, or for
the account or benefit of, U.S. persons.
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. The Issuer, the Guarantor and the Dealers do not represent that this Base Prospectus may be
lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration
or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume
any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by

3

the Issuer, the Guarantor or the Dealers which is intended to permit a public offering of any Notes or
distribution of this Base 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 Base 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 Base
Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions on the
distribution of this Base Prospectus and the offering and sale of Notes. In particular, there are restrictions on
the distribution of this Base Prospectus and the offer or sale of Notes as set out in "Subscription and Sale".
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must
determine the suitability of that investment in light of its own circumstances. In particular, each potential
investor may wish to consider either on its own or with the help of its financial and other professional advisers,
whether it:
(a)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and
risks of investing in the Notes and the information contained or incorporated by reference in this Base
Prospectus or any applicable supplement;
(b)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the Notes and the impact the Notes will have on its overall
investment portfolio;
(c)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes with principal or interest payable in one or more currencies, or where the currency for
principal or interest payments is different from the potential investor's currency;
(d)
understands thoroughly the terms of the Notes and is familiar with the behaviour of any relevant
indices and financial markets; and
(e)
is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its
investment and its ability to bear the applicable risks.
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 (a) Notes are legal
investments for it, (b) Notes can be used as collateral for various types of borrowing and (c) other restrictions
apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisors or the
appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based capital
or similar rules.
The maximum aggregate principal amount of Notes outstanding at any one time under the Programme will not
exceed Euro 20,000,000,000 (and for this purpose, any Notes denominated in another currency shall be
translated into Euro at the date of the agreement to issue such Notes). The maximum aggregate principal
amount of Notes which may be outstanding at any one time under the Programme may be increased from time
to time, subject to compliance with the relevant provisions of the Dealership Agreement, as defined under
"Subscription and Sale". Any such increase to the maximum aggregate principal amount of Notes which may
be outstanding at any one time under the Programme may require the production of a supplement to the Base
Prospectus by the Issuer and the Guarantor.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "Euro",
"euro" or "" are to the single currency which was introduced at the start of the third stage of European
Economic and Monetary Union, pursuant to the Treaty on the Functioning of the European Union, as amended
(the Treaty), to "U.S. Dollars" or "U.S.$" are to the lawful currency of the United States of America, to
"pounds sterling", "GBP" or "£" are to the lawful currency of the UK and to "Japanese yen", "yen" or "¥" are
to the lawful currency of Japan.

4

The information on the websites included in this Base Prospectus is for information purposes only and does
not form part of the Base Prospectus. The CSSF as competent authority has not scrutinised or approved the
information on any website referred to in this Base Prospectus.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
stabilisation manager(s) (the Stabilisation Manager(s)) (or persons acting on behalf of any Stabilisation
Manager(s)) in the applicable Final Terms may over-allot Notes or effect transactions with a view to
supporting the market price of the Notes at a level higher than that which might otherwise prevail.
However, stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date
on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made
and, if begun, may cease 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 relevant Stabilisation
Manager(s) (or person(s) acting on behalf of any Stabilisation Manager(s)) in accordance with all
applicable laws and rules.

PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold
or otherwise made available to any retail investor in the European Economic Area (EEA) or in the UK. For
these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point
(11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97, as amended
(the Insurance Distribution Directive), where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II or (iii) not a qualified investor as defined in the Prospectus
Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as
amended, the PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to
retail investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the
PRIIPs Regulation.

MIFID II PRODUCT GOVERNANCE / TARGET MARKET
The Final Terms in respect of any Notes will include a legend entitled "MiFID II Product Governance" which
will outline the target market assessment in respect of the Notes and which channels for distribution of the
Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor)
should take into consideration the target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the target market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules), any
Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger
nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID
Product Governance Rules.

BENCHMARK REGULATION

Amounts payable under the Notes may be calculated by reference to the Euro Interbank Offered Rate
(EURIBOR) or the London Interbank Offered Rate (LIBOR) which are administered by the European Money
Markets Institute (EMMI) and ICE Benchmark Administration Limited (ICE) respectively. As at the date of
this Base Prospectus, ICE and EMMI appear on the register of administrators and benchmarks established and
maintained by the European Securities and Markets Authority (ESMA) pursuant to Article 36 of the
Benchmark Regulation (Regulation (EU) 2016/1011) (the BMR).

5

NOTIFICATION UNDER SECTION 309B OF THE SECURITIES AND FUTURES ACT (CHAPTER
289) OF SINGAPORE, AS MODIFIED OR AMENDED FROM TIME TO TIME (THE SFA)
Unless otherwise stated in the relevant Final Terms, all Notes shall be "prescribed capital markets" products
(as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the CMP
Regulations 2018)) and Excluded Investment Products (as defined in the Monetary Authority of Singapore
(the MAS) Notice SFA 04-N12: Notice on the Sale of Investment Product and the MAS Notice FAA-N16:
Notice on Recommendations on Investment Products).

6

TABLE OF CONTENTS

Page
OVERVIEW OF THE PROGRAMME ...........................................................................................
8
RISK FACTORS ...............................................................................................................................
13
DOCUMENTS INCORPORATED BY REFERENCE ....................................................................
30
TERMS AND CONDITIONS OF THE NOTES ..............................................................................
34
USE OF PROCEEDS ........................................................................................................................
68
DESCRIPTION OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM
69
OR WHILE IN THE NAME OF A NOMINEE FOR A CLEARING SYSTEM .............................
DESCRIPTION OF THE GUARANTEE .........................................................................................
75
DESCRIPTION OF IBERDROLA FINANZAS, S.A.U...................................................................
79
DESCRIPTION OF IBERDROLA, S.A. ..........................................................................................
81
SUBSCRIPTION AND SALE ..........................................................................................................
94
FORM OF FINAL TERMS ...............................................................................................................
99
TAXATION ......................................................................................................................................
113
GENERAL INFORMATION............................................................................................................
121

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OVERVIEW OF THE PROGRAMME
The following overview does not purport to be complete and is taken from, and is qualified in its entirety by,
the remainder of this document and, in relation to the terms and conditions of any particular Tranche of Notes,
the applicable Final Terms. The Issuer may agree with any Dealer that Notes may be issued in a form other
than that contemplated in "Terms and Conditions of the Notes" herein, in which event, in the case of listed
Notes only and if appropriate, a drawdown prospectus will be published.
This overview constitutes a general description of the Programme for the purposes of Article 25(1) of
Commission Delegated Regulation (EU) 2019/980 implementing the Prospectus Regulation. Words and
expressions defined in the "Form of Notes" or "Terms and Conditions of the Notes" shall have the same
meanings in this overview.

Issuer:
Iberdrola Finanzas, S.A.U. (the Issuer)
Issuer's Legal Entity Identifier 5493004PZNZWWBOUV388
(LEI):
Guarantor:
Iberdrola, S.A. (the Guarantor)
Guarantor's LEI:
5QK37QC7NWOJ8D7WVQ45
Description:
Guaranteed Euro Medium Term Note Programme (the Programme).
Arranger:
Barclays Bank Ireland PLC.
Dealers:
Banca IMI S.p.A., Banco Bilbao Vizcaya Argentaria, S.A., Banco
Santander, S.A., Barclays Bank Ireland PLC, BNP Paribas, BofA Securities
Europe SA, CaixaBank, S.A., Citigroup Global Markets Europe AG,
Citigroup Global Markets Limited, Crédit Agricole Corporate and
Investment Bank, Deutsche Bank AG, HSBC Bank plc, ING Bank N.V.,
J.P. Morgan Securities plc, Merrill Lynch International, Mizuho
International plc, Mizuho Securities Europe GmbH, Morgan Stanley & Co.
International plc, MUFG Securities (Europe) N.V., NatWest Markets N.V.,
NatWest Markets Plc and UniCredit Bank AG. The Issuer may from time
to time terminate the appointment of any dealer under the Programme or
appoint additional dealers either in respect of a single Tranche 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 which 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.
Fiscal Agent:
The Bank of New York Mellon, London Branch.
Size:
Up to Euro 20,000,000,000 (or the equivalent in other currencies at the date
of issue) aggregate principal amount of Notes outstanding at any one time.
The Issuer and the Guarantor have the option, subject to the fulfilment of
certain conditions, to increase the size of the Programme.
Currencies:
Subject to compliance with all relevant laws, regulations and directives,
Notes may be issued in Euro, U.S. Dollars, Australian dollars, Canadian
dollars, Danish krone, Hong Kong dollars, New Zealand dollars, pounds

8

sterling, Swedish kronor, Swiss francs or Japanese yen or in other currencies
if the Issuer, the Guarantor and the Dealers so agree.
Maturities:
Any maturity subject to compliance with all relevant laws, regulations and
directives. Where Notes have a maturity of less than one year and either (a)
the issue proceeds are received by the Issuer in the UK or (b) the activity of
issuing the Notes is carried on from an establishment maintained by the
Issuer in the UK, such Notes must: (i) have a minimum redemption value of
£100,000 (or its equivalent in other currencies) and be issued only to persons
whose ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their
businesses or who it is reasonable to expect will acquire, hold, manage or
dispose of investments (as principal or agent) for the purposes of their
businesses; or (ii) be issued in other circumstances which do not constitute
a contravention of section 19 of the Financial Services and Markets Act
2000 (the FSMA) by the Issuer.
Specified Denomination:
Notes will be issued in such denominations as may be agreed between the
Issuer and the relevant Dealers and as indicated in the applicable Final
Terms save that the minimum denomination of each Note will be such as
may be allowed or required from time to time by the relevant central bank
(or equivalent body) or any laws or regulations applicable to the specified
currency and save that (a) the minimum denomination of each Note
admitted to trading on a regulated market within the European Economic
Area or the UK or offered to the public in a Member State of the European
Economic Area or in the UK in circumstances which would otherwise
require the publication of a prospectus under the Prospectus Regulation will
be 100,000 (or, if the Notes are denominated in a currency other than euro,
the equivalent amount in such currency); and (b) unless otherwise permitted
by then current laws and regulations Notes which have a maturity of less
than one year from their date of issue will have a minimum denomination
of £100,000 (or its equivalent in another currency).
Method of Issue:
The Notes will be issued on a syndicated or non-syndicated basis. The Notes
will be issued in one or more Series (which may be issued on the same date
or which may be issued in more than one Tranche on different dates). The
Notes may be issued in Tranches on a continuous basis with no minimum
issue size, subject to compliance with all applicable laws, regulations and
directives. Further Notes may be issued as part of an existing Series.
Form of Notes:
The Notes may be issued in bearer form only (Bearer Notes), in bearer form
exchangeable for Registered Notes (Exchangeable Bearer Notes) or in
registered form only (Registered Notes). Bearer Notes may be issued in
new global note (NGN) form. Unless otherwise specified in the Final
Terms, each Tranche of Bearer Notes having an initial maturity of more than
one year will initially be represented by a temporary Global Note and each
Tranche of Bearer Notes having an original maturity of one year or less will
initially be represented by a permanent Global Note which (a) in each case,
will (i) if the Global Notes are stated in the applicable Final Terms to be
issued in NGN form, 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, S.A.
(Clearstream, Luxembourg); and (ii) if the Global Notes are not intended
to be issued in NGN form, be delivered on or prior to the original issue date
of the Tranche to a common depositary (the Common Depositary) for,

9

Euroclear and Clearstream, Luxembourg, or (b) in the case of a Tranche
intended to be cleared through a clearing system other than or in addition to
Euroclear and Clearstream, Luxembourg or delivered outside a clearing
system, be deposited as agreed between the Issuer and the relevant Dealer.
No interest will be payable in respect of a temporary Global Note except as
described under "Description of Provisions Relating to the Notes while in
Global Form or while Registered in the Name of a Nominee for a Clearing
System". Interests in temporary Global Notes will be exchangeable for
interests in permanent Global Notes or, if so stated in the relevant Final
Terms, for definitive Bearer Notes after the date falling 40 days after the
issue date upon certification as to non-U.S. beneficial ownership or (in the
case of Exchangeable Bearer Notes) definitive Registered Notes at any time
after the issue date. If specified in the relevant Final Terms, interests in
permanent Global Notes will be exchangeable for definitive Bearer Notes
or (in the case of Exchangeable Bearer Notes) definitive Registered Notes
as described under "Description of Provisions Relating to the Notes while
in Global Form or while Registered in the Name of a Nominee for a Clearing
System". Registered Notes will be represented by certificates (each a
Certificate), one Certificate being issued in respect of each Noteholder's
entire holding of Registered Notes of one Series and may be represented by
a Global Certificate. Registered Notes which are held in Euroclear and
Clearstream, Luxembourg will be registered (i) if the Global Certificate is
not to be held under the new safekeeping structure (NSS), in the name of
nominees for Euroclear and Clearstream, Luxembourg or a common
nominee or (ii) if the Global Certificate is to be held under the NSS, in the
name of a nominee of the Common Safekeeper, and the relevant
Certificate(s) will be delivered to the appropriate depositary, common
depositary or Common Safekeeper, as the case may be.
Issue Price:
Notes may be issued at their principal amount or at a discount or premium
to their principal amount. The Issue Price will be specified in the relevant
Final Terms.
Fixed Rate Notes:
Interest on Fixed Rate Notes 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 set separately for each Series by
reference to EURIBOR or LIBOR as adjusted for any applicable margin as
specified in the applicable Final Terms.
Zero Coupon Notes:
Zero Coupon Notes may be issued at their principal amount or at a discount
to it and will not bear interest.
Interest Periods and Interest The length of the interest periods for the Notes and the applicable interest
Rates:
rate or its method of calculation may differ from time to time or be constant
for any Series. Notes may have a maximum interest rate, a minimum interest
rate, or both. The use of interest accrual periods permits the Notes to bear
interest at different rates in the same interest period. All such information
will be set out in the relevant Final Terms.
Benchmark Discontinuation:
When there is a Benchmark Event, which includes (amongst other events)
permanent discontinuation of an Original Reference Rate, the Issuer shall
use its reasonable endeavours to appoint an Independent Adviser, who shall
endeavour to determine a Successor Rate or Alternative Rate to be used in
place of the Original Reference Rate, as well as an Adjustment Spread

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