Obbligazione Atrium European Realty 3.625% ( XS2338530467 ) in EUR

Atrium European Realty

70.17 EUR ▼

Jersey

XS2338530467 ( in EUR )

3.625% per anno ( pagato 1 volta l'anno)

31/12/2049

Prospetto opuscolo dell'obbligazione Atrium European Real Estate XS2338530467 en EUR 3.625%, scadenza 31/12/2049

04/11/2026 ( In 269 giorni )

Atrium European Real Estate è una società immobiliare che si concentra su investimenti e gestione di centri commerciali e immobili retail in Europa centrale e orientale.

L'obbligazione XS2338530467 emessa da Atrium European Real Estate, con sede a Jersey, quota al 73,08% del valore nominale, offre un tasso di interesse del 3,625% pagabile annualmente e scade il 31/12/2049, denominata in EUR.

Prospectus
ATRIUM EUROPEAN REAL ESTATE LIMITED
(incorporated with limited liability under the laws of Jersey, registration number 70371)
EUR 350,000,000
3.625 per cent. Subordinated Fixed to Reset Rate Undated Notes
issued as Tranche 1 of Series 3
under its 1,500,000,000 Euro Medium Term Note Programme
Issue Price: 98.197 per cent.
The 350,000,000 3.625 per cent. Subordinated Fixed to Reset Rate Undated Notes (the "Notes") of Atrium European
Real Estate Limited ("Atrium" or the "Issuer") will be issued on 4 May 2021 (the "Issue Date") under its
1,500,000,000 Euro Medium Term Note Programme (the "Programme"). References herein to the "Conditions"
shall be construed as references to the Terms and Conditions of the Notes and references to a numbered "Condition"
shall be construed accordingly.
The Notes bear interest from the Issue Date to (but excluding) 4 November 2026 (the "First Reset Date") at the rate
of 3.625 per cent. per annum, and thereafter at the relevant Reset Interest Rate (as defined in Condition 4(d) (Reset
Interest Rates) of the Notes). Interest on the Notes will (subject to the option of the Issuer to defer payments, as
provided below) be payable annually in arrear on 4 November in each year from (and including) 4 November 2021.
The first payment will be made on 4 November 2021 in respect of the period from (and including) the Issue Date to
(but excluding) 4 November 2021. Payments on the Notes will be made in euro without deduction for or on account
of taxes imposed or levied by the Relevant Jurisdiction (as defined in the Conditions) to the extent described under
"Terms and Conditions of the Notes--Taxation".
Payments of interest on the Notes may, at the option of the Issuer, be deferred, as set out in Condition 5(a) (Deferral
of Interest Payments). Deferred interest, which shall itself bear interest, may be paid at any time at the option of the
Issuer (upon notice to the holders of the Notes), and must be paid in the circumstances provided in Condition 5(b)(ii)
(Mandatory Settlement).
If the Issuer does not elect to redeem the Notes in accordance with Condition 6(f) (Redemption for Change of Control
Event) following the occurrence of a Change of Control Event (as defined in the Conditions), the then prevailing
interest rate per annum (and each subsequent interest rate per annum otherwise determined in accordance with the
Conditions) for the Notes shall be increased by an additional five percentage points per annum with effect from (and
including) the day immediately following the Change of Control Step-up Date, as set out in Condition 4(i) (Step-Up
after Change of Control Event).
The Notes are perpetual securities in respect of which there is no fixed redemption date. The Issuer will have the right
to redeem all, but not some only, of the Notes on (a) any date from (and including) 4 August 2026 (the "First Optional
Redemption Date") up to (and including) the First Reset Date or (b) any Interest Payment Date thereafter at their
principal amount together with any Deferred Interest and any accrued and unpaid interest up to and including the
redemption date. The Issuer will also have the right to redeem all, but not some only, of the Notes on any date prior
to the First Optional Redemption Date at their Make-whole Redemption Amount. The Issuer may also redeem the
Notes upon the occurrence of a Change of Control Event, a Tax Deductibility Event, a Substantial Repurchase Event,
a Capital Event, an Accounting Event or a Withholding Tax Event, and may in certain circumstances vary the terms
of, or substitute, the Notes, all as set out in the Conditions.
The Notes are subject to redemption in whole at their principal amount at the option of Atrium at any time in the event
of certain changes affecting taxation in the Relevant Jurisdiction.
0091945-0000016 EUO2:
1
2000966720.20

This drawdown prospectus (the "Prospectus") has been approved by the Commission de Surveillance du Secteur
Financier (the "CSSF"), which is the Luxembourg competent authority for the purpose of Regulation (EU) 2017/1129
(the "Prospectus Regulation"). This Prospectus constitutes a prospectus within the meaning of Article 6.3 of the
Prospectus Regulation. The CSSF only approves this Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the CSSF should not be
considered as an endorsement of the Issuer or of the quality of the Notes. Investors should make their own assessment
as to the suitability of investing in the Notes. By approving a prospectus, in accordance with Article 20 of the
Prospectus Regulation, the CSSF does not engage in respect of the economic or financial opportunity of the operation
or the quality and solvency of the Issuer, in line with the provisions of Article 6(4) of the Luxembourg act dated 16
July 2019 on prospectuses for securities.
Application has been made to the Luxembourg Stock Exchange for the Notes to be admitted to trading on the
Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock
Exchange.
References in this 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 Directive 2014/65/EU (as amended, "MiFID II").
The Notes are not regulated or authorised by either the Jersey Financial Services Commission ("JFSC") or the Jersey
Company Registry.
The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the
"Securities Act") and are subject to United States tax law requirements. The Notes are being offered outside the
United States by the Joint Bookrunners (as defined in "Subscription and Sale") in accordance with Regulation S under
the Securities Act ("Regulation S"), and may not be offered, sold or delivered within the United States or to, or for
the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act.
The Notes will be issued in bearer form and in the denomination of EUR 100,000 and integral multiples of EUR 1,000
in excess thereof up to and including EUR 199,000. The Notes will initially be in the form of a temporary global note
(the "Temporary Global Note"), without interest coupons and talons, which will be deposited on or around 4 May
2021 (the "Closing Date") with a common depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream
Banking, S.A. ("Clearstream, Luxembourg"). The Temporary Global Note will be exchangeable, in whole or in
part, for interests in a permanent global note (the "Permanent Global Note"), without interest coupons and talons,
not earlier than 40 days after the Closing Date upon certification as to non-U.S. beneficial ownership. Interest
payments in respect of the Notes cannot be collected without such certification of non-U.S. beneficial ownership. The
Permanent Global Note will be exchangeable in certain limited circumstances in whole, but not in part, for Notes in
definitive form in the denomination of EUR 100,000 and integral multiples of EUR 1,000 in excess thereof up to and
including EUR 199,000 each and with interest coupons and talons attached. See "Overview of Provisions Relating to
the Notes in Global Form".
The period of validity of this Prospectus is up to (and including) 12 months from the date of the approval of this
Prospectus until 29 April 2022. For the avoidance of doubt, the Issuer shall have no obligation to supplement this
Prospectus after the admission to trading of the Notes.
The Notes are expected to be rated Ba2 by Moody's Deutschland GmbH ("Moody's") and BB+ by Fitch Ratings
Ireland ("Fitch"). Moody's and Fitch are established in the European Union and are registered under Regulation (EC)
No. 1060/2009 (as amended) (the "CRA Regulation"). As such, Moody's and Fitch are included in the list of credit
rating agencies published by the European Securities and Markets Authority on its website (at
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. The
ratings from Moody's and Fitch have been endorsed by Moody's Investors Service Limited and Fitch Ratings Ltd,
respectively, which are established in the United Kingdom and registered under the CRA Regulation as it forms part
of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK CRA
Regulation").
A security 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.
0091945-0000016 EUO2:
2
2000966720.20

Global Coordinators
Goldman Sachs International
HSBC
Joint Bookrunners
Citigroup
Deutsche Bank
Goldman Sachs International
HSBC
ING
Raiffeisen Bank International
The date of this Prospectus is 29 April 2021.
0091945-0000016 EUO2:
3
2000966720.20

IMPORTANT NOTICES
Responsibility for this Prospectus
The Issuer accepts responsibility for the information contained in this Prospectus and declares that, to the
best of its knowledge, the information contained in this Prospectus is in accordance with the facts and this
Prospectus makes no omission likely to affect its import.
Other relevant information
This Prospectus is to be read and construed in conjunction with the documents incorporated by reference
in this Prospectus (see "Documents Incorporated by Reference" below) which have been previously
published and which shall be deemed to be incorporated by reference in, and form part of, this Prospectus
(except to the extent so specified in, or to the extent inconsistent with, this Prospectus).
Unauthorised information
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Prospectus or any other document entered into in relation to the Prospectus or any
information supplied by the Issuer or such other information as is in the public domain and, if given or
made, such information or representation should not be relied upon as having been authorised by the Issuer
or any Joint Bookrunner (as defined below).
Neither the Joint Bookrunners nor Citibank N.A., London Branch (the "Trustee") nor any of their
respective affiliates have authorised the whole or any part of this Prospectus and none of them makes any
representation or warranty or accepts any responsibility as to the accuracy or completeness of the
information contained in this Prospectus or any responsibility for the acts or omissions of the Issuer or any
other person (other than the relevant Joint Bookrunner) in connection with the issue and offering of the
Notes. Neither the delivery of this Prospectus nor the offering, sale or delivery of any Note shall in any
circumstances create any implication that there has been no adverse change, or any event reasonably likely
to involve any adverse change, in the condition (financial or otherwise) of Atrium since the date of this
Prospectus. The Joint Bookrunners, the Trustee and any of their respective affiliates also do not accept any
responsibility for the acts or omissions of the Issuer or any other person (other than the relevant Joint
Bookrunner) in connection with the issue and offering of the Notes. In particular, neither the Joint
Bookrunners nor the Trustee accept any responsibility for any third party social, environmental and
sustainability assessment of any Notes or makes any representation or warranty or assurance whether the
Notes will meet any investor expectations or requirements regarding such "green" or similar labels. Neither
the Joint Bookrunners nor the Trustee is responsible for the monitoring of the use of proceeds for any Notes.
No representation or assurance is given by the Joint Bookrunners and the Trustee as to the suitability or
reliability of the Green Financing Framework (as defined herein) or any opinion or certification of any third
party made available in connection with an issue of Notes and any such opinion or certification is not a
recommendation by any Joint Bookrunner or the Trustee to buy, sell or hold any such Notes. In the event
any such Notes are listed or admitted to trading on a dedicated "green" or other equivalently-labelled
segment of a stock exchange or securities market, no representation or assurance is given by the Joint
Bookrunners or the Trustee that such listing or admission will be obtained or maintained for the lifetime of
the Notes.
0091945-0000016 EUO2:
1
2000966720.20

Neither the delivery of this Prospectus nor the offering, sale or delivery of any Note shall, in any
circumstances, create any implication that the information contained in this Prospectus is true subsequent
to the date hereof or that there has been no adverse change, or any event reasonably likely to involve any
adverse change, in the prospects or financial or trading position of the Issuer since the date hereof or that
any other information supplied in connection with the Notes is correct at 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 and the Trustee expressly 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 Notes of any information coming to their
attention. To the fullest extent permitted by law, the Joint Bookrunners and the Trustee accept no
responsibility whatsoever for the contents of this Prospectus. The Joint Bookrunners and the Trustee
accordingly disclaims all and any liability whether arising in tort or contract or otherwise which it might
otherwise have in respect of this Prospectus.
Certain information in this Prospectus has been extracted or derived from independent sources. Where this
is the case, the source has been identified. The Issuer does not accept any responsibility for the accuracy of
such information nor has the Issuer independently verified any such information. The Issuer confirms that
this information has been accurately reproduced, and so far as the Issuer is aware and is able to ascertain
from information available from such sources, no facts have been omitted which would render the
reproduced information inaccurate or misleading.
Restrictions on distribution
This 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 Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions may
be restricted by law. The Issuer, the Joint Bookrunners and the Trustee do not represent that this 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 the Issuer, Joint Bookrunners or the Trustee which is intended to 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 comes are required by the Issuer and the Joint Bookrunners to inform themselves
about and to observe any such restrictions. For a description of certain restrictions on offers, sales and
deliveries of Notes and on the distribution of this Prospectus and other offering material relating to the
Notes, see "Subscription and Sale". In particular, the Notes have not been, and will not be, registered under
the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United
States, and Notes in bearer form are subject to U.S. tax law requirements. The Notes 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) except in certain transactions exempt from the registration requirements of the Securities
Act. For a description of these and certain further restrictions on offers, sales and transfers of Notes, see
"Subscription and Sale".
NEITHER THE PROSPECTUS NOR THE NOTES HAVE BEEN APPROVED OR
DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC"),
ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER U.S.
REGULATORY AUTHORITY, NOR HAS ANY OF THE FOREGOING AUTHORITIES PASSED
0091945-0000016 EUO2:
2
2000966720.20

UPON OR ENDORSED THE MERITS OF ANY OFFERING OF NOTES OR THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENCE IN THE UNITED STATES.
This Prospectus does not constitute an offer or an invitation to subscribe for or purchase any Notes and
should not be considered as a recommendation by any of the Issuer, the Joint Bookrunners or any of them
that any recipient of this Prospectus should subscribe for or purchase any Notes. Each recipient of this
Prospectus shall be taken to have made its own investigation and appraisal of the condition (financial or
otherwise) of the Issuer.
MIFID II product governance / Professional investors and ECPs only target market Solely for the
purposes of each manufacturer's product approval process, the target market assessment in respect of the
Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and
professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to
eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling
or recommending the Notes (a "distributor") should take into consideration the manufacturers' 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 manufacturers' target market
assessment) and determining appropriate distribution channels.
UK MIFIR product governance / Professional investors and ECPs only target market Solely for the
purposes of each manufacturer's product approval process, the target market assessment in respect of the
Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as
defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients, as
defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the manufacturers' target market
assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its
own target market assessment in respect of the Notes (by either adopting or refining the manufacturers'
target market assessment) and determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA 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"). 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; or (ii)
a customer within the meaning of Directive 2016/97/EU (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. 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 has been prepared and therefore offering or selling the Notes
or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
PROHIBITION OF SALES TO 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 United Kingdom ("UK"). For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it
0091945-0000016 EUO2:
3
2000966720.20

forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a
customer within the meaning of the provisions of the Financial Services and Markets Act 2000 ("FSMA")
and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that
customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation
(EU) no 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no key
information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue
of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the UK has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs
Regulation.
In addition, in the UK, the attached document is being distributed only to and is directed only at persons in
circumstances where section 21(1) of the FSMA does not apply (such persons being referred to as "relevant
persons"). Any person who is not a relevant person should not in any way act or rely on the attached
document or any of its contents. Any investment activity in the UK (including, but not limited to, any
invitation, offer or agreement to subscribe, purchase or otherwise acquire securities) to which the attached
document relates will only be available to, and will only be engaged with, such persons.
Atrium is regulated by the JFSC as a certified fund pursuant to the Collective Investment Funds (Jersey)
Law 1988, as amended ("CIF Law"). The JFSC is protected by the CIF Law against liability arising from
the discharge of its functions under this law. The Notes are not regulated or authorised by either the JFSC
or the Jersey Company Registry.
In connection with the issue of the Notes, HSBC Continental Europe (the "Stabilising Manager") (or
persons acting on behalf of the Stabilising Manager) may over allot Notes or effect transactions with
a view to supporting the 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 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
Notes and 60 days after the date of the allotment of the Notes. Any stabilisation action or over-
allotment must be conducted by the Stabilising Manager (or persons acting on behalf of the
Stabilising Manager) in accordance with all applicable laws and rules.
The Notes may not be a suitable investment for all investors
Each prospective investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
1.
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;
2.
have 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 such investment will have
on its overall investment portfolio;
3.
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including where the currency for principal and interest payments is different from the potential
investor's currency;
0091945-0000016 EUO2:
4
2000966720.20

4.
understand thoroughly the terms of the Notes and be familiar with the behaviour of financial
markets in which they participate; and
5.
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
The Notes are complex financial instruments and such instruments may be purchased by potential investors
as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their
overall portfolios. A potential investor should not invest in the Notes unless it has the expertise (either alone
or with a financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting
effects on the value of the Notes and the impact this investment will have on the potential investor's overall
investment portfolio.
Legal investment considerations may restrict certain investments
The investment activities of certain investors are subject to legal investment laws and regulations, or review
or regulation by certain authorities. Each potential investor should consult its legal advisers to determine
whether and to what extent (1) the Notes are legal investments for it, (2) the Notes can be used as collateral
for various types of borrowing and (3) other restrictions apply to its purchase or pledge of the Notes.
Investors should consult their legal advisers or the appropriate regulators to determine the appropriate
treatment of the Notes under any applicable risk-based capital or similar rules.
Exchange rate risks and exchange controls
Atrium will pay principal and interest on the Notes in euro. To the extent an investor's financial activities
are denominated principally in a currency or currency unit (the "Investor's Currency") other than euro,
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. As a result, investors may receive less interest or
principal than expected, or no interest or principal.
Atrium is regulated by the JFSC as a certified fund pursuant to the CIF Law. In order to facilitate
the internalisation of its management, Atrium was, in 2008, granted permission by the JFSC to be
treated as a Listed Fund (as published by the JFSC) under a fast-track authorisation process. Holding
an investment in Atrium is suitable therefore only for professional or experienced investors, or those
who have taken appropriate professional advice. Regulatory requirements, which may be deemed
necessary for the protection of retail or inexperienced investors, do not apply to Listed Funds. Any
person holding an investment in Atrium will be deemed to have acknowledged that he or she is a
professional or experienced investor, or has taken appropriate professional advice, and has accepted
the reduced requirements accordingly. You are wholly responsible for ensuring that all aspects of
this fund are acceptable to you. Investment in listed funds may involve special risks that could lead
to a loss of all or a substantial portion of such investment. Unless you fully understand and accept the
nature of this fund and the potential risks inherent in this fund you should not invest in this fund.
0091945-0000016 EUO2:
5
2000966720.20

Further information in relation to the regulatory treatment of Listed Funds domiciled in Jersey may
be found on the website of the Jersey Financial Services Commission at www.jerseyfsc.org.
0091945-0000016 EUO2:
6
2000966720.20

TABLE OF CONTENTS
RISK FACTORS ...........................................................................................................................................8
OVERVIEW ................................................................................................................................................38
DOCUMENTS INCORPORATED BY REFERENCE ..............................................................................44
USE OF PROCEEDS ..................................................................................................................................47
DESCRIPTION OF THE ISSUER..............................................................................................................48
TERMS AND CONDITIONS OF THE NOTES ........................................................................................49
FORMS OF THE NOTES ...........................................................................................................................81
TAXATION.................................................................................................................................................83
SUBSCRIPTION AND SALE ....................................................................................................................86
GENERAL INFORMATION......................................................................................................................88
0091945-0000016 EUO2:
7
2000966720.20