Obbligazione Iberdrola Global B.V. 1.875% ( XS1721244371 ) in EUR

Emittente Iberdrola Global B.V.
Prezzo di mercato refresh price now   100 EUR  ▼ 
Paese  Spagna
Codice isin  XS1721244371 ( in EUR )
Tasso d'interesse 1.875% per anno ( pagato 1 volta l'anno)
Scadenza 31/12/2049



Prospetto opuscolo dell'obbligazione Iberdrola International B.V XS1721244371 en EUR 1.875%, scadenza 31/12/2049


Importo minimo 100 000 EUR
Importo totale 1 000 000 000 EUR
Coupon successivo 22/05/2027 ( In 362 giorni )
Descrizione dettagliata Iberdrola International B.V. è una sussidiaria di Iberdrola, operante nel settore delle energie rinnovabili e della distribuzione di energia elettrica a livello internazionale.

Si analizza un'opportunità di investimento nel mercato obbligazionario attraverso un'emissione significativa da parte di Iberdrola International B.V., veicolo finanziario della multinazionale spagnola Iberdrola S.A. Iberdrola è uno dei giganti mondiali nel settore delle utility, con una forte e diversificata presenza nella generazione, trasmissione, distribuzione e commercializzazione di energia elettrica, e un'enfasi strategica sulle energie rinnovabili. La sua operatività si estende a livello globale, coprendo mercati chiave in Europa (Spagna, Regno Unito), Stati Uniti e America Latina, consolidando la sua posizione come attore primario nella transizione energetica. L'obbligazione in oggetto, identificata dal codice ISIN XS1721244371, è stata emessa sotto la giurisdizione spagnola e presenta un prezzo attuale di mercato pari al 100% del suo valore nominale, indicando che il titolo è scambiato alla pari, e pertanto il rendimento a scadenza per un nuovo acquirente coincide con il tasso cedolare. La divisa di denominazione è l'Euro (EUR), e l'emissione prevede un tasso di interesse fisso (cedola) dell'1.875% annuo. La frequenza di pagamento delle cedole è annuale, con un unico versamento per anno. L'emissione ha una dimensione complessiva notevole, pari a 1.000.000.000 EUR (un miliardo di euro), riflettendo la capacità di raccolta e la rilevanza dell'operazione sul mercato dei capitali. La scadenza di questo strumento finanziario è fissata a lungo termine, precisamente al 31 dicembre 2049, posizionandolo come un'obbligazione a lunghissima durata, sensibile alle dinamiche dei tassi di interesse. Infine, il lotto minimo di acquisto è di 100.000 EUR, il che la rende adatta prevalentemente a investitori istituzionali o professionali, escludendo il mercato retail. Questo strumento rappresenta quindi un'opportunità di investimento per coloro che cercano un'esposizione a lungo termine a un emittente solido e strategico nel settore energetico, beneficiando di un flusso cedolare fisso e predeterminato.







Offering Circular dated 15 November 2017
IBERDROLA INTERNATIONAL B.V.
(incorporated with limited liability in the Netherlands and having its corporate domicile in Amsterdam)
1,000,000,000 Undated Deeply Subordinated Reset Rate Guaranteed Securities
unconditionally and irrevocably guaranteed on a subordinated basis by
IBERDROLA, S.A.
(incorporated with limited liability in the Kingdom of Spain)
Issue Price 100.00 per cent.
The 1,000,000,000 Undated Deeply Subordinated Reset Rate Guaranteed Securities (the "Securities") are issued by Iberdrola International B.V. (the "Issuer" or "Iberdrola International") and
unconditionally and irrevocably guaranteed on a subordinated basis by Iberdrola, S.A. (the "Guarantee", and the "Guarantor" or "Iberdrola", respectively). The Securities will bear interest on
their principal amount (i) from (and including) the Issue Date to (but excluding) the First Reset Date at a rate of 1.875 per cent. per annum; and (ii) from (and including) the First Reset Date (as
defined in the section headed "Terms and Conditions of the Securities" (the "Conditions")), at, in respect of each Reset Period, the relevant 5 year Swap Rate plus: (A) in respect of the Reset
Period commencing on the First Reset Date, 1.592 per cent. per annum; (B) in respect of the Reset Periods commencing on 22 May 2028 to (but excluding) 22 May 2043, 1.842 per cent. per
annum; and (C) in respect of any other Reset Period, 2.592 per cent. per annum, all as determined by the Agent Bank. Interest will be payable annually in arrear on 22 May in each year (each an
"Interest Payment Date"). If the Issuer does not elect to redeem the Securities in accordance with Condition 6(f) following the occurrence of a Change of Control Event (as defined in the
Conditions), the then Prevailing Interest Rate (as defined in the Conditions), and each subsequent Prevailing Interest Rate otherwise determined in accordance with the Conditions, on the
Securities shall be increased by 5 per cent. per annum with effect from (and including) the date on which the Change of Control Event occurred. See "Terms and Conditions of the Securities --
Interest Payments -- Step-up after Change of Control Event".
The Issuer may, at its sole discretion, elect to defer (in whole or in part) any payment of interest on the Securities, subject to limited exceptions, as more particularly described in "Terms and
Conditions of the Securities -- Optional Interest Deferral". Any amounts so deferred, together with further interest accrued thereon (at the Prevailing Interest Rate applicable from time to time),
shall constitute Arrears of Interest (as defined in the Conditions). The Issuer may pay outstanding Arrears of Interest, in whole or in part, at any time in accordance with the Conditions.
Notwithstanding the foregoing, the Issuer shall pay any outstanding Arrears of Interest in whole, but not in part, on the first occurring Mandatory Settlement Date following the Interest Payment
Date on which any outstanding Arrears of Interest was first deferred, all as more particularly described in "Terms and Conditions of the Securities -- Optional Interest Deferral -- Mandatory
Settlement of Arrears of Interest".
The Securities will be undated securities in respect of which there is no specific maturity date and shall be redeemable (at the option of the Issuer) in whole, but not in part, on any Reset Date, at
their principal amount together with any accrued and unpaid interest up to (but excluding) the Redemption Date (as defined in the Conditions) and any outstanding Arrears of Interest. In
addition, upon the occurrence of an Accounting Event, a Capital Event, a Change of Control Event, a Tax Event, a Withholding Tax Event or a Substantial Purchase Event (each such term as
defined in the Conditions), the Securities will be redeemable (at the option of the Issuer) in whole, but not in part, at the prices set out, and as more particularly described, in "Terms and
Conditions of the Securities -- Redemption and Purchase".
The Securities will constitute direct, unsecured and subordinated obligations of the Issuer and will at all times rank pari passu and without any preference among themselves and with the
525,000,000 Undated Deeply Subordinated Reset Rate Guaranteed Securities issued by Iberdrola International B.V. and unconditionally and irrevocably guaranteed on a subordinated basis by
Iberdrola, S.A., all as more particularly described in "Terms and Conditions of the Securities -- Status and Subordination of the Securities and Coupons". The payment obligations of the
Guarantor under the Guarantee will constitute direct, unsecured and subordinated obligations of the Guarantor and will at all times rank pari passu and without any preference among
themselves. In the event of the Guarantor being declared in insolvency under Spanish insolvency law, the rights and claims of Holders (as defined in the Conditions) against the Guarantor in
respect of or arising under the Guarantee will rank, as against the other obligations of the Guarantor, in the manner more particularly described in "Terms and Conditions of the Securities ­
Guarantee, Status and Subordination of the Guarantee".
Payments in respect of the Securities will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever
nature of the Netherlands or the Kingdom of Spain, unless such withholding or deduction is required by law. In the event that any such withholding or deduction is made, additional amounts will
be payable by the Issuer or, as the case may be, the Guarantor, subject to certain exceptions as are more fully described in "Terms and Conditions of the Securities -- Taxation". See "Taxation".
Application has been made to admit the Securities to the official list of the Luxembourg Stock Exchange (the "Official List") and to trading on the Luxembourg Stock Exchange's Euro MTF
Market (the "Euro MTF Market"). The Euro MTF Market is not a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in
financial instruments. References in this Offering Circular to the Securities being "listed" (and all related references) shall mean that the Securities have been admitted to the Official List and
admitted to trading on the Euro MTF Market.
The denomination of the Securities is 100,000.
The Securities will initially be represented by a temporary global security (the "Temporary Global Security"), without interest coupons or talons, which will be deposited with a common
depositary on behalf of Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, S.A. ("Clearstream, Luxembourg") on or about the Issue Date. Interests in the Temporary Global
Security will be exchangeable for interests in a permanent global security (the "Permanent Global Security" and together with the Temporary Global Security, the "Global Securities") as set out
in the Temporary Global Security. The Permanent Global Security will be exchangeable for definitive Securities (the "Definitive Securities") as set out in the Permanent Global Security. See
"Summary of Provisions relating to the Securities while in Global Form".
The Securities are expected to be rated BBB- by Standard & Poor's Credit Market Services Europe Limited ("S&P"), Baa3 by Moody's Investors Service Limited ("Moody's") and BBB- by
Fitch Ratings Limited ("Fitch"). 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 of S&P, Moody's and Fitch is established in the European Union and is registered under Regulation (EC) No 1060/2009 (the "CRA Regulation").
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Offering Circular.
Joint Global Coordinators and Joint Structuring Advisors
Crédit Agricole CIB
HSBC
Joint Bookrunners
Banco Bilbao Vizcaya Argentaria, S.A.
Barclays
BNP PARIBAS
ING
J.P. Morgan
MUFG
Santander Global Corporate Banking
UniCredit


IMPORTANT INFORMATION
This Offering Circular constitutes a prospectus for the purposes of the Luxembourg Act dated July 10, 2005
on Prospectuses for securities (as amended). This document does not constitute a prospectus for the purposes
of Article 3 of Directive 2003/71/EC, as amended. The Issuer and the Guarantor (the "Responsible
Person(s)") accept responsibility for the information contained in this Offering Circular. To the best of the
knowledge of the Issuer and the Guarantor (each having taken all reasonable care to ensure that such is the
case), the information contained in this Offering Circular is in accordance with the facts and does not omit
anything likely to affect the import of such information.
This Offering Circular may only be used for the purposes for which it has been published.
This Offering Circular is to be read in conjunction with all the documents which are incorporated herein by
reference (see "Documents Incorporated by Reference"). This Offering Circular shall be read and construed
on the basis that such documents are incorporated and form part of this Offering Circular.
This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any of the
Securities in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. The offer or sale of Securities may be restricted by law in certain jurisdictions. None of the
Issuer, the Guarantor or the Joint Bookrunners (as defined in "Subscription and Sale" below) represents that
this Offering Circular may be lawfully distributed, or that the Securities may be lawfully offered, in
compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an
exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering.
In particular, no action has been taken by the Issuer, the Guarantor or the Joint Bookrunners which is intended
to permit a public offering of the Securities or distribution of this Offering Circular in any jurisdiction where
action for that purpose is required. Accordingly, no Securities may be offered or sold, directly or indirectly,
and neither this Offering Circular 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 Offering Circular or any Securities may come must
inform themselves about, and observe, any such restrictions on the distribution of this Offering Circular and
the offering and sale of Securities. In particular, there are restrictions on the distribution of this Offering
Circular and the offer or sale of Securities in the United States, United Kingdom, the Netherlands and the
Kingdom of Spain, see "Subscription and Sale" below.
No person is or has been authorised to give any information or to make any representation not contained in or
not consistent with this Offering Circular and any information or representation not so contained must not be
relied upon as having been authorised by or on behalf of the Issuer, the Guarantor or the Joint Bookrunners.
Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Securities 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 Offering Circular has been most recently amended
or 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 Offering Circular has been most recently amended
or supplemented or that the information contained in it or any other information supplied in connection with
the Securities 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 Joint Bookrunners expressly do not undertake to review
the financial condition or affairs of the Issuer or the Guarantor during the life of the Securities or to advise
any investor in the Securities of any information coming to their attention.
The Joint Bookrunners have not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability
2


(whether fiduciary, in tort or otherwise) is accepted by the Joint Bookrunners as to the accuracy or
completeness of the information contained or incorporated in this Offering Circular or any other information
provided by the Issuer or the Guarantor in connection with the Securities. The Joint Bookrunners accept no
liability in relation to the information contained or incorporated by reference in this Offering Circular or any
other information provided by the Issuer or the Guarantor in connection with the Securities.
To the fullest extent permitted by law, none of the Joint Bookrunners accepts any responsibility for the
contents of this Offering Circular or for any other statements made or purported to be made by any Joint
Bookrunner or on their behalf in connection with the Issuer, the Guarantor or the issue and offering of any
Securities. Each of the Joint Bookrunners accordingly disclaims all and any liability whether arising in tort or
contract or otherwise which it might otherwise have in respect of this Offering Circular or any such statement.
No person is or has been authorised by the Issuer or the Guarantor to give any information or to make any
representation not contained in or not consistent with this Offering Circular or any other information supplied
in connection with the offering of any Securities 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 Joint Bookrunner.
Neither this Offering Circular nor any other information supplied in connection with the Securities (a) is
intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuer, the Guarantor or the Joint Bookrunners that any recipient of this Offering
Circular or any other information supplied in connection with the Securities should purchase any Securities.
Each investor contemplating purchasing any Securities should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and/or the
Guarantor. Neither this Offering Circular nor any other information supplied in connection with the Securities
constitutes an offer or invitation by or on behalf of the Issuer or the Guarantor or the Joint Bookrunners to any
person to subscribe for or to purchase any Securities.
The Joint Bookrunners make no assurances as to (i) whether the Securities will meet investor criteria and
expectations with regard to environmental impact and sustainability performance for any investors, (ii)
whether the use of the net proceeds will be used for Eligible Green Projects or (iii) the characteristics of the
Eligible Green Projects, including their environmental and sustainability criteria.
References in this section "Important Information" to a "Joint Bookrunner" shall include such entity in its
capacity as a Joint Bookrunner or Structuring Advisor to the Issuer and the Guarantor as well, as applicable.
The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") and are subject to U.S. tax law requirements. Subject to certain exceptions, Securities may
not be offered, sold or delivered within the United States or to U.S. persons.
Unless otherwise specified or the context requires, references to "dollars", "U.S. dollars" and "U.S.$" are to
United States dollars and references to "euro" and "" are to the currency introduced at the start of the third
stage of European economic and monetary union pursuant to the Treaty establishing the European
Community, as amended.
In connection with the issue of the Securities, HSBC Bank plc (the "Stabilising Manager") (or any
person acting on behalf of the Stabilising Manager) may over-allot Securities or effect transactions with
a view to supporting the market price of the Securities 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 Securities 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 Securities and 60 days after the date of the allotment of the Securities. Any stabilisation
3


action or over-allotment must be conducted by the Stabilising Manager (or any person(s) acting on
behalf of the Stabilising Manager) in accordance with all applicable laws and rules.
4


Table of Contents
Page
Overview............................................................................................................................................................ 6
Documents Incorporated By Reference............................................................................................................ 14
Risk Factors...................................................................................................................................................... 16
Terms and Conditions of the Securities............................................................................................................ 41
Summary of Provisions relating to the Securities while in Global Form ......................................................... 62
Form of Guarantee ........................................................................................................................................... 65
Description of the Issuer................................................................................................................................... 71
Description of the Guarantor............................................................................................................................ 73
Use of Proceeds................................................................................................................................................ 84
Taxation............................................................................................................................................................ 85
Subscription and Sale....................................................................................................................................... 91
General Information ......................................................................................................................................... 93
5


Overview
This overview must be read as an introduction to this Offering Circular and any decision to invest in the
Securities should be based on a consideration of this Offering Circular as a whole, including the documents
incorporated by reference. Words and expressions defined in the Conditions shall have the same meanings in
this section.
Issuer:
Iberdrola International B.V.
Guarantor:
Iberdrola, S.A.
Description of Securities:
1,000,000,000 Undated Deeply Subordinated Reset
Rate Guaranteed Securities (the "Securities"), to be
issued by the Issuer on 22 November 2017 (the "Issue
Date").
Joint Global Coordinators and Joint
Crédit Agricole Corporate and Investment Bank and
Structuring Advisors:
HSBC Bank plc
Joint Bookrunners:
Banco Bilbao Vizcaya Argentaria, S.A., Banco
Santander, S.A., Barclays Bank PLC, BNP Paribas, ING
Bank N.V., J.P. Morgan Securities plc, MUFG Securities
EMEA plc and Unicredit Bank AG
Fiscal Agent:
The Bank of New York Mellon, London Branch
Maturity Date:
Undated
Interest:
The Securities will bear interest on their principal
amount:
(i) from (and including) the Issue Date to (but
excluding) the First Reset Date at a rate of 1.875
per cent. per annum commencing on 22 May 2018;
and
(ii) from (and including) the First Reset Date, at, in
respect of each Reset Period, the relevant 5 year
Swap Rate plus:
(A) in respect of the Reset Period commencing on
the First Reset Date, 1.592 per cent. per
annum;
(B) in respect of the Reset Periods commencing
on 22 May 2028 to (but excluding) 22 May
2043, 1.842 per cent. per annum; and
(C) in respect of any other Reset Period, 2.592 per
cent. per annum,
all as determined by the Agent Bank, payable
annually in arrear on 22 May on each Interest
Payment Date.
All as more particularly described in Condition 4.
6


If the Issuer does not elect to redeem the Securities in
accordance with Condition 6(f) following the occurrence
of a Change of Control Event, the then Prevailing
Interest Rate, and each subsequent Prevailing Interest
Rate otherwise determined in accordance with the
Conditions, on the Securities shall be increased by 5 per
cent. per annum with effect from (and including) the date
on which the Change of Control Event occurred. See
Condition 4.
Interest Payment Dates:
Interest payments in respect of the Securities will be
payable annually in arrear on 22 May in each year,
commencing on 22 May 2018.
Status of the Securities:
The Securities and the Coupons constitute direct,
unsecured and subordinated obligations of the Issuer
(senior only to Junior Obligations of the Issuer) and shall
at all times rank pari passu and without any preference
among themselves.
Subordination of the Securities:
In the event of an Issuer Winding-up, the rights and
claims of the Holders against the Issuer in respect of or
arising under the Securities and the Coupons will rank (i)
junior to the claims of all holders of Senior Obligations
of the Issuer, (ii) pari passu with the claims of holders of
all Parity Obligations of the Issuer and (iii) senior to the
claims of holders of all Junior Obligations of the Issuer.
Subject to applicable law, no Holder may exercise or
claim any right of set-off in respect of any amount owed
to it by the Issuer arising under or in connection with the
Securities or the Coupons and each Holder shall, by
virtue of being the Holder, be deemed to have waived all
such rights of set-off. Condition 2(b) is an irrevocable
stipulation (derdenbeding) for the benefit of the creditors
of Senior Obligations of the Issuer and each such
creditor may rely on and enforce this Condition 2(b)
under Section 6:253 of the Dutch Civil Code.
Guarantee and Status of Guarantee:
Payment of all sums expressed to be payable by the
Issuer under the Securities and the Coupons will be
unconditionally and irrevocably guaranteed by the
Guarantor on a subordinated basis.
The payment obligations of the Guarantor under the
Guarantee constitute direct, unsecured and subordinated
obligations of the Guarantor (senior only to Junior
Obligations of the Guarantor) and will at all times rank
pari passu and without preference among themselves.
Subordination of the Guarantee:
Subject to mandatory provisions of Spanish applicable
law, in the event of the Guarantor being declared in
insolvency (concurso) under Spanish insolvency law, the
7


rights and claims of Holders against the Guarantor in
respect of or arising under the Guarantee will rank (i)
junior to the claims of the holders of all Senior
Obligations of the Guarantor, (ii) pari passu with the
claims of the holders of all Parity Obligations of the
Guarantor and (iii) senior to the claims of the holders of
all Junior Obligations of the Guarantor.
Optional Interest Deferral:
The Issuer may, at its sole discretion, elect to defer (in
whole or in part) any payment of interest on the
Securities, subject to limited exceptions, as more
particularly described in "Terms and Conditions of the
Securities ­ Optional Interest Deferral". Non-payment of
interest so deferred shall not constitute a default by the
Issuer or Guarantor under the Securities or the Guarantor
or for any other purpose. Any amounts so deferred,
together with further interest accrued thereon (at the
Prevailing Interest Rate applicable from time to time),
shall constitute Arrears of Interest.
Optional Settlement of Arrears of
Arrears of Interest may be satisfied at the option of the
Interest:
Issuer, in whole or in part, at any given time upon giving
not more than 14 and no less than seven Business Days
notice to the Holders, the Fiscal Agent and the Paying
Agents prior to the relevant Optional Deferred Interest
Settlement Date informing them of its election so to
satisfy such Arrears of Interest (or part thereof) and
specifying the relevant Optional Deferred Interest
Settlement Date. See Condition 5(c).
Mandatory Settlement of Arrears of
The Issuer shall pay any outstanding Arrears of Interest
Interest:
in whole, but not in part, on the first occurring
Mandatory Settlement Date following the Interest
Payment Date on which any Deferred Interest Payment
was first deferred.
"Mandatory Settlement Date" means the earliest of:
(i) as soon as reasonably practicable (but not later than
the fifth business day) following the date on which
a Compulsory Arrears of Interest Settlement Event
occurs;
(ii) on the next scheduled Interest Payment Date on
which the Issuer does not elect to defer in whole the
interest accrued in respect of the relevant Interest
Period;
(iii) the date on which the Securities are redeemed or
repaid in accordance with Condition 6 or become
due and payable in accordance with Condition 9;
and
(iv) the date on which the Securities are substituted or
8


varied in accordance with Condition 12(c).
Subject to certain exceptions, as more particularly
described in Condition 5 a "Compulsory Arrears of
Interest Settlement Event" shall have occurred if:
(i) a Dividend Declaration is made in respect of any
Junior Obligations or any Parity Obligations (other
than in respect of any Dividend Declaration made
exclusively in Ordinary Shares of the Guarantor);
or
(ii) the Guarantor or any of its subsidiaries has
repurchased, redeemed or otherwise acquired any
Junior Obligations or any Parity Obligations,
all as more particularly described in Condition 5.
Optional Redemption:
The Issuer may redeem the Securities in whole, but not
in part, on any date during the period commencing on
(and including) 22 February 2023 and ending on (and
including) the First Reset Date and on any Interest
Payment Date thereafter at their principal amount
together with any accrued and unpaid interest up to (but
excluding) the Redemption Date and any outstanding
Arrears of Interest.
In addition, upon the occurrence of an Accounting Event,
a Capital Event, a Tax Event, a Withholding Tax Event, a
Change of Control Event or a Substantial Purchase
Event, the Securities will be redeemable (at the option of
the Issuer) in whole, but not in part, at the prices set out,
and as more particularly described, in Condition 6.
Events of Default:
There are no events of default in respect of the
Securities. However, if an Issuer Winding-up occurs, or
an order is made or an effective resolution passed for the
winding-up, dissolution or liquidation of the Guarantor,
then without notice from the Holder of any Security to
the Fiscal Agent, each Security shall immediately
become due and payable at its principal amount together
with any accrued and unpaid interest and any
outstanding Arrears of Interest.
In such case the Holder of a Security may, at its sole
discretion, institute steps in order to obtain a judgment
against the Issuer and/or the Guarantor for any amounts
due in respect of the Securities, including but not limited
to proving and/or claiming in an Issuer Winding-up or in
the winding-up, dissolution, liquidation or insolvency
proceeding of the Guarantor for such amount.
Change of Control:
If a Change of Control Event has occurred and is
continuing, the Issuer may elect to redeem the Securities
9


in whole, but not in part, at any time, at the price set out,
and as more particularly described in Condition 6.
At or around the Issue Date, the Guarantor intends to
undertake with and for the benefit of all holders of
certain of its securities ("Qualifying Securities") that,
for so long as any of the Securities is outstanding,
following the occurrence of a Change of Control Event
in respect of which it intends to deliver a notice
exercising its right to redeem the Securities under
Condition 6(f) it will do so only after making a tender
offer, directly or indirectly, to all holders of Qualifying
Securities to repurchase their respective Qualifying
Securities at their respective aggregate nominal amounts
together with any interest accrued until the day of
completion of the repurchase.
Additional Amounts:
Payments in respect of the Securities and the Coupons
by the Issuer or (as the case may be) the Guarantor under
the Guarantee will be made without withholding or
deduction for, or on account of, Taxes of the Netherlands
or the Kingdom of Spain, unless such withholding or
deduction is required by law. In the event that any such
withholding or deduction is made, additional amounts
will be payable by the Issuer or, as the case may be, the
Guarantor, subject to certain exceptions as are more fully
described in Condition 8(a).
Form:
The Securities will be in bearer form and will initially be
represented by a Temporary Global Security, without
interest coupons or talons, which will be deposited with
a common depositary on behalf of Euroclear and
Clearstream, Luxembourg on or about the Issue Date.
Interests in the Temporary Global Security will be
exchangeable for interests in a Permanent Global
Security as set out in the Temporary Global Security. The
Permanent Global Security will be exchangeable for
Definitive Securities as set out in the Permanent Global
Security. See "Summary of Provisions relating to the
Securities while in Global Form".
Denominations:
The Securities will be issued in denominations of
100,000.
Substitution or Variation:
If at any time a Tax Event, a Withholding Tax Event, an
Accounting Event or a Capital Event has occurred on or
after the Issue Date, then the Issuer or the Guarantor
may, subject to Condition 12(c) (without any
requirement for the consent or approval of the Holders)
and having given not less than 30 nor more than 60 days'
notice to the Fiscal Agent in accordance with Condition
10


Document Outline