Obligation Rallye Group 4% ( FR0011801596 ) en EUR

Société émettrice Rallye Group
Prix sur le marché 100 %  ▲ 
Pays  France
Code ISIN  FR0011801596 ( en EUR )
Coupon 4% par an ( paiement annuel )
Echéance 02/04/2021 - Obligation échue



Prospectus brochure de l'obligation Rallye SA FR0011801596 en EUR 4%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 500 000 000 EUR
Description détaillée Rallye SA était une société holding française contrôlant des participations importantes dans des entreprises de distribution, notamment Casino Guichard-Perrachon.

L'obligation Rallye SA (FR0011801596), émise en France pour un montant total de 500 000 000 EUR, avec un coupon de 4% et une maturité le 02/04/2021, a été remboursée à son prix nominal de 100%, avec un multiple de transaction minimale de 100 000 EUR et une fréquence de paiement annuelle.







Base Prospectus dated 18 December 2013
RALLYE
(A French société anonyme)
Euro 4,000,000,000
Euro Medium Term Note Programme
Due from one month from the date of original issue
Under the Euro Medium Term Note Programme described in this Base Prospectus (the "Programme"), Rallye (the "Issuer" or "Rallye"), subject to
compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the "Notes"). The aggregate nominal
amount of Notes outstanding will not at any time exceed Euro 4,000,000,000 (or the equivalent in other currencies).
This Base Prospectus shall be in force for a period of one year as of the date set out hereunder.
Application has been made to the Commission de surveillance du secteur financier in Luxembourg for approval of this Base Prospectus in its capacity as
competent authority under the loi relative aux prospectus pour valeurs mobilières dated 10 July 2005, as amended, relating to prospectus for securities, for the
approval of this Base Prospectus as a base prospectus for the purposes of Article 5.4 of the Prospectus Directive.
Application may be made (i) to the Luxembourg Stock Exchange for the Notes issued under the Programme to be admitted to the official list of the
Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock Exchange and/or (ii) to the competent authority of
any other Member State of the European Economic Area ("EEA") for Notes issued under the Programme to be listed and admitted to trading on a Regulated
Market (as defined below) in such Member State. The Luxembourg Stock Exchange is a regulated market for the purposes of the Markets in Financial
Instruments Directive 2004/39/EC (a "Regulated Market"). However, unlisted Notes may also be issued pursuant to the Programme. The relevant final terms
(the "Final Terms") (a form of which is contained herein) in respect of the issue of any Notes will specify whether or not such Notes will be listed and
admitted to trading and, if so, the relevant Regulated Market in the EEA. References in this Base Prospectus to the "Prospectus Directive" shall include the
amendments made by Directive 2010/73/EU to the Directive 2003/71/EC of 4 November 2003 on the prospectus to be published when securities are offered to the
public or admitted to trading, to the extent that such amendments have been implemented in the relevant Member State of the European Economic Area. In
accordance with article 7(7) of the loi relative aux prospectus pour valeurs mobilières dated 10 July 2005, as amended, the Commission de surveillance du
secteur financier shall give no undertaking as to the economic and financial soundness of the operation or the quality or solvency of the Issuer by approving
this Base Prospectus.
Notes may be issued either in dematerialised form ("Dematerialised Notes") or in materialised form ("Materialised Notes") as more fully described herein.
Dematerialised Notes will at all times be in book entry form in compliance with Articles L.211-3 and R.211-1 of the French Code monétaire et financier. No
physical documents of title will be issued in respect of the Dematerialised Notes.
Dematerialised Notes may, at the option of the Issuer, be in bearer dematerialised form (au porteur) inscribed as from the issue date in the books of Euroclear
France ("Euroclear France") (acting as central depositary) which shall credit the accounts of Account Holders (as defined in "Terms and Conditions of the
Notes - Form, Denomination, Title and Redenomination") including Euroclear Bank S.A./N.V. ("Euroclear") and the depositary bank for Clearstream
Banking, société anonyme ("Clearstream, Luxembourg") or in registered dematerialised form (au nominatif) and, in such latter case, at the option of the
relevant Noteholder (as defined in Condition 1(c)(iv)), in either fully registered form (nominatif pur), in which case they will be inscribed either with the Issuer
or with the registration agent (designated in the relevant Final Terms) for the Issuer, or in administered registered form (nominatif administré) in which case
they will be inscribed in the accounts of the Account Holders designated by the relevant Noteholders.
Materialised Notes will be in bearer materialised form only and may only be issued outside France. A temporary global certificate in bearer form without
interest coupons attached (a "Temporary Global Certificate") will initially be issued in connection with Materialised Notes. Such Temporary Global
Certificate will be exchanged for definitive Materialised Notes in bearer form with, where applicable, coupons for interest attached on or after a date expected
to be on or about the 40th day after the issue date of the Notes (subject to postponement as described in "Temporary Global Certificates issued in respect of
Materialised Bearer Notes") upon certification as to non U.S. beneficial ownership as more fully described herein.
Temporary Global Certificates will (a) in the case of a Tranche intended to be cleared through Euroclear and/or Clearstream, Luxembourg, be deposited on the
issue date with a common depositary on behalf of Euroclear and/or Clearstream, Luxembourg and (b) in the case of a Tranche intended to be cleared through a
clearing system other than or in addition to Euroclear and/or Clearstream, Luxembourg or delivered outside a clearing system, be deposited as agreed between
the Issuer and the relevant Dealer (as defined below).
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Base Prospectus.
Arranger
BARCLAYS
Dealers
BARCLAYS
BNP PARIBAS
CRÉDIT AGRICOLE CIB
DEUTSCHE BANK
HSBC
NATIXIS
SOCIETE GENERALE CORPORATE & INVESTMENT
THE ROYAL BANK OF SCOTLAND
BANKING


This Base Prospectus (together with any supplements to this Base Prospectus published from time to
time (each a "Supplement" and together the "Supplements") comprises a base prospectus for the
purposes of Article 5.4 of the Prospectus Directive in respect of, and for the purpose of giving
information with regard to Rallye ("Rallye" or the "Issuer"), the Issuer and its consolidated
subsidiaries taken as a whole (the "Group" or the "Rallye Group") and the Notes, which according to
the particular nature of the Issuer and the Notes, is necessary to enable investors to make an informed
assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer.
The Issuer accepts responsibility for the information contained in this Base Prospectus.
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 or
any of the Dealers or the Arranger (each as defined in "General Description of the Programme").
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
Group since the date hereof or the date upon which this Base Prospectus has been most recently
amended or supplemented or that there has been no adverse change in the financial position of the
Issuer or the Group since the date hereof or the date upon which this Base Prospectus has been most
recently amended or supplemented or that any other information supplied in connection with the
Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the
date indicated in the document containing the same.
In the case of any Notes which are to be admitted to trading on a regulated market within the
European Economic Area in a Member State of the European Economic Area in circumstances which
require the publication of a prospectus under the Prospectus Directive, the minimum specified
denomination shall be 100,000 (or its equivalent in any other currency as at the date of issue of the
Notes).
The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Base Prospectus comes are required by the
Issuer, the Dealers and the Arranger to inform themselves about and to observe any such restriction.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act") or with any securities regulatory authority of any state or other
jurisdiction of the United States and include Materialised Notes in bearer form 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 U.S. persons. For a description of certain restrictions on offers and sales of
Notes and on distribution of this Base Prospectus, see "Subscription and Sale".
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Dealers or the Arranger to subscribe for, or purchase, any Notes.
To the fullest extent permitted by law, none of the Dealers or the Arranger accept any responsibility for
the contents of this Base Prospectus or for any other statement, made or purported to be made by the
Arranger or a Dealer or on its behalf in connection with the Issuer or the issue and offering of the
Notes. The Arranger and each Dealer accordingly disclaims all and any liability whether arising in tort
or contract or otherwise (save as referred to above) which it might otherwise have in respect of this
Base Prospectus or any such statement. 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 any of the Issuer, 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
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Dealers or the Arranger undertakes to review the financial condition or affairs of the Issuer or the
Group 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.
In connection with the issue of any Tranche (as defined in "General Description of the Programme"),
the Dealer or Dealers (if any) named as the stabilising manager(s) (the "Stabilising Manager(s)") (or
any person acting on behalf of any Stabilising Manager(s)) named 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, there is no assurance that the Stabilising
manager(s) (or any person acting on behalf of any Stabilising Manager(s)) will undertake stabilisation
action. Any stabilisation action may begin on or after the date on which adequate public disclosure of
the final terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any
time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of
Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation
action or over-allotment shall be conducted by the relevant Stabilising Manager(s) (or person(s) acting
on behalf of any Stabilising Manager(s)) in accordance with applicable laws and rules.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "",
"Euro", "EUR" or "euro" are to the single currency of the participating member states of the
European Union which was introduced on 1 January 1999, references to "£", "pounds sterling", "GBP"
and "Sterling" are to the lawful currency of the United Kingdom, references to "$", "USD" and "U.S.
Dollars" are to the lawful currency of the United States of America, references to "¥", "JPY",
"Japanese yen" and "Yen" are to the lawful currency of Japan, references to "PLN" or "Polish zloty"
are to the lawful currency of the Republic of Poland, references to "Swiss francs" or "CHF" are to the
lawful currency of the Helvetic Confederation and references to "Renminbi" or "RMB" are to the
lawful currency of the People's Republic of China ("PRC").
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SUPPLEMENT TO THE BASE PROSPECTUS
If at any time the Issuer shall be required to prepare a supplement to this Base Prospectus pursuant to the
provisions of Article 16 of the Prospectus Directive, the Issuer will prepare and make available an appropriate
supplement to this Base Prospectus or a restated Base Prospectus, which in respect of any subsequent issue of
Notes to be listed and admitted to trading on the Luxembourg Stock Exchange or on a Regulated Market of a
Member State of the European Economic Area, shall constitute a supplement to the Base Prospectus for the
purpose of the relevant provisions of the Prospectus Directive.
The Issuer has given an undertaking to the Dealers that if at any time during the duration of the Programme there is
a significant new factor, material mistake or inaccuracy relating to information contained in this Base Prospectus
which is capable of affecting the assessment of any Notes and whose inclusion in or removal from this Base
Prospectus is necessary for the purpose of allowing an investor to make an informed assessment of the assets and
liabilities, financial position, profits and losses and prospects of the Issuer, and the rights attaching to the Notes, the
Issuer shall prepare an amendment or supplement to this Base Prospectus or publish a replacement Base Prospectus
for use in connection with any subsequent offering of the Notes and shall supply to each Dealer such number of
copies of such supplement hereto as such Dealer may reasonably request.
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TABLE OF CONTENTS
RISK FACTORS................................................................................................................................................ 5
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................... 13
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS.......................... 17
GENERAL DESCRIPTION OF THE PROGRAMME................................................................................... 18
TERMS AND CONDITIONS OF THE NOTES ............................................................................................. 23
TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED BEARER NOTES
................................................................................................................................................................. 58
USE OF PROCEEDS....................................................................................................................................... 60
SELECTED FINANCIAL INFORMATION................................................................................................... 61
DESCRIPTION OF THE ISSUER .................................................................................................................. 62
RECENT DEVELOPMENTS.......................................................................................................................... 63
TAXATION ..................................................................................................................................................... 82
SUBSCRIPTION AND SALE......................................................................................................................... 87
FORM OF FINAL TERMS ............................................................................................................................. 91
GENERAL INFORMATION ........................................................................................................................ 101
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RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes
issued under the Programme. All of these factors are contingencies which may or may not occur and the
Issuer is not in a position to express a view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated
with Notes issued under the Programme are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in
Notes issued under the Programme, but the issuer may be unable to pay interest, principal or other amounts
on or in connection with any Notes for other reasons. Prospective investors should also read the detailed
information set out elsewhere in this Base Prospectus (including any document incorporated by reference
herein) and reach their own views prior to making any investment decision.
I
Factors that may affect the Issuer's ability to fulfil its obligations under or in connection with
Notes issued under the Programme
See section "Documents incorporated by reference."
II
Factors which are material for the purpose of assessing the market risks associated with Notes
issued under the Programme
I. General Risks Relating to the Notes
1.1 Independent Review and Advice
Each prospective investor of Notes must determine, based on its own independent review and such
professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes is
fully consistent with its financial needs, objectives and condition, complies and is fully consistent with
all investment policies, guidelines and restrictions applicable to it and is a fit, proper and suitable
investment for it, notwithstanding the clear and substantial risks inherent in investing in or holding the
Notes.
A prospective investor may not rely on the Issuer or the Dealer(s) or any of their respective affiliates in
connection with its determination as to the legality of its acquisition of the Notes or as to the other
matters referred to above.
1.2 Modification, waivers and substitution
The conditions of the Notes contain provisions for calling General Meetings of Noteholders to consider
matters affecting their interests generally. These provisions permit defined majorities to bind all
Noteholders including Noteholders who did not attend and vote at the relevant General Meeting and
Noteholders who voted in a manner contrary to the majority.
1.3 No active Secondary/Trading Market for the Notes
Notes issued under the Programme will be new securities which may not be widely distributed and for
which there may be no active trading market (unless in the case of any particular Tranche, such Tranche
is to be consolidated with and form a single series with a Tranche of Notes which is already issued). If
the Notes are traded after their initial issuance, they may trade at a discount to their initial offering
price, depending upon prevailing interest rates, the market for similar securities, general economic
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conditions and the financial condition of the Issuer. Although in relation to Notes to be listed on the
official list of the Luxembourg Stock Exchange and admitted to trading on the Regulated Market of the
Luxembourg Stock Exchange and/or any other Regulated Market in the European Economic Area, the
Final Terms of the Notes will be filed with the Commission de surveillance du secteur financier in
Luxembourg and/or with the competent authority of the Regulated Market of the European Economic
Area where the Notes will be listed and admitted to trading, there is no assurance that such filings will
be accepted, that any particular Tranche of Notes will be so listed and admitted or that an active trading
market will develop. Accordingly, there is no assurance as to the development or liquidity of any
trading market for any particular Tranche of Notes.
1.4 Potential Conflicts of Interest
All or some of the Dealers and their affiliates have and/or may in the future engage, in investment
banking, commercial banking and other financial advisory and commercial dealings with the Issuer and
its affiliates and in relation to securities issued by any entity of the Group. They have or may (i) engage
in investment banking, trading or hedging activities including activities that may include prime
brokerage business, financing transactions or entry into derivative transactions, (ii) act as underwriters
in connection with offering of shares or other securities issued by any entity of the Group. In the context
of these transactions, certain of such Dealers have or may hold shares or other securities issued by
entities of the Group. Where applicable, they have or will receive customary fees and commissions for
these transactions.
Each of the Issuer and the Dealer(s) may from time to time be engaged in transactions involving an
index or related derivatives which may affect the market price, liquidity or value of the Notes and which
could be deemed to be adverse to the interests of the Noteholders.
Potential conflicts of interest may arise between the calculation agent, if any, for a Tranche of Notes and
the Noteholders, including with respect to certain discretionary determinations and judgements that such
calculation agent may make pursuant to the Terms and Conditions that may influence the amount
receivable upon redemption of the Notes.
1.5 Exchange Rates
Prospective investors of the Notes should be aware that an investment in the Notes may involve
exchange rate risks. The reference assets or the Notes may be denominated in a currency other than the
currency of the purchaser's home jurisdiction; and/or the reference assets or the Notes may be
denominated in a currency other than the currency in which a purchaser wishes to receive funds.
Exchange rates between currencies are determined by factors of supply and demand in the international
currency markets which are influenced by macro economic factors, speculation and central bank and
government intervention (including the imposition of currency controls and restrictions). Fluctuations in
exchange rates may affect the value of the Notes or the reference assets.
1.6 Risks Relating to Renminbi-denominated Notes
Notes denominated in RMB ("RMB Notes") may be issued under the Programme. RMB Notes contain
particular risks for potential investors, including the following:
Renminbi is not freely convertible; there are significant restrictions on remittance of Renminbi into and
outside the PRC.
Renminbi is not freely convertible at present and despite a movement towards liberalisation of cross-
border RMB remittances, notably in the current account activity and the permission for certain
participating banks in Hong Kong, Singapore and Taiwan to engage in the settlement of current account
trade transactions in Renminbi under certain pilot schemes, there is no assurance that the PRC
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government will continue to liberalise control over the cross-border Renminbi remittance in the future
or that new PRC regulations will not be promulgated in the future which have the effect of restricting or
eliminating the remittance of Renminbi into or outside the PRC. Further, if any new PRC regulations
are promulgated in the future which have the effect of permitting or restricting (as the case may be) the
remittance of Renminbi for payment of transactions categorised as capital account items, then such
remittances will need to be made subject to the specific requirements or restrictions set out in such
rules.
Holders of Notes denominated in Renminbi may be required to provide certifications and other
information (including Renminbi account information) in order to allow such holder to receive
payments in Renminbi in accordance with the Renminbi clearing and settlement system for participating
banks in Hong Kong, Singapore and Taiwan.
There is only limited availability of Renminbi outside the PRC, which may affect the liquidity of RMB
Notes and the Issuer's ability to source Renminbi outside the PRC to service such RMB Notes.
As a result of the restrictions by the PRC Government on cross-border Renminbi fund flows, the
availability of Renminbi outside of the PRC is limited.
While the People's Bank of China (the "PBoC") has established Renminbi clearing and settlement
mechanisms for participating banks in Hong Kong, Singapore and Taiwan through settlement
agreements on the clearing of Renminbi business (the "Settlement Agreements") with Bank of China
(Hong Kong) Limited in Hong Kong, Industrial and Commercial Bank of China, Singapore Branch in
Singapore and Bank of China, Taipei Branch in Taiwan, the People's Bank of China has provided
several restrictions over the business scope of offshore participating banks in respect of cross-border
Renminbi settlement (e.g. related to direct transactions with PRC enterprises), which further limits the
availability of Renminbi that participating banks can utilise for conversion services for their clients.
On 14 June 2012, the Hong Kong Monetary Authority (the "HKMA") introduced a facility for
providing Renminbi liquidity to authorised institutions participating in Renminbi business
("Participating AIs") in Hong Kong. The facility will make use of the currency swap arrangement
between the PBoC and the HKMA. With effect from 15 June 2012, the HKMA will, in response to
requests from individual Participating AIs, provide Renminbi term funds to the Participating AIs against
eligible collateral acceptable to the HKMA. The facility is intended to address short-term Renminbi
liquidity tightness which may arise from time to time, for example due to capital market activities or a
sudden need for Renminbi liquidity by the Participating AIs' overseas bank customers.
Although it is expected that the offshore Renminbi market will continue to grow in depth and size, its
growth is subject to many constraints as a result of PRC laws and regulations on foreign exchange and
of requirements by the HKMA (such as maintaining no less than 25 per cent. of Renminbi deposits in
cash or in the form of settlement account balance with the RMB Clearing Bank). There is no assurance
that a change in PRC regulations will not have the effect of restricting availability of Renminbi
offshore. The limited availability of Renminbi outside the PRC may affect the liquidity of the RMB
Notes. To the extent the Issuer is required to source Renminbi in the offshore market to service its RMB
Notes, there is no assurance that the Issuer will be able to source such Renminbi on satisfactory terms, if
at all.
Investment in RMB Notes is subject to exchange rate risks
The value of Renminbi against the Euro, the U.S. Dollar and other foreign currencies fluctuates and is
affected by changes in the PRC and international political and economic conditions and by many other
factors. All payments of interest and principal with respect to RMB Notes will be made in Renminbi.
As a result, the value of these Renminbi payments in Euro or U.S. Dollar terms may vary with the
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prevailing exchange rates in the marketplace. If the value of Renminbi depreciates against the Euro, the
U.S. Dollar or other foreign currencies, the value of investment in Euro, U.S. Dollar or other applicable
foreign currency terms will decline.
Investment in RMB Notes is also subject to interest rate risks
The PRC government has gradually liberalised the regulation of interest rates in recent years. Further
liberalisation may increase interest rate volatility. Notes denominated in RMB will generally carry a
fixed interest rate. Consequently, the trading price of such Notes will vary with fluctuations in
Renminbi interest rates. If a Noteholder tries to sell such Notes before their maturity, he may receive an
offer that is less than his original investment.
Developments in other markets may adversely affect the market price of any RMB Notes
The market price of RMB Notes may be adversely affected by declines in the international financial
markets and world economic conditions. The market for Chinese securities is, to varying degrees,
influenced by economic and market conditions in other markets, especially those in Asia. Although
economic conditions are different in each country, investors' reactions to developments in one country
can affect the securities markets and the securities of issuers in other countries, including China. Since
the sub-prime mortgage crisis in 2008, the international financial markets have experienced significant
volatility. Should similar developments occur in the international financial markets in the future, the
market price of RMB Notes could be adversely affected.
RMB currency risk
There can be no assurance that access to RMB for the purposes of making payments under the RMB
Notes or generally may remain or will not become restricted. If it becomes impossible to convert RMB
from/to another freely convertible currency, or transfer RMB between accounts in Hong Kong, or the
general RMB exchange market in Hong Kong becomes illiquid, the Issuer may setlle any such
payments in U.S. Dollars, in accordance with Condition 7(i), using an exchange rate deterlmined by the
Calculation Agent.
1.7 Legality of Purchase
Neither the Issuer, the Dealer(s) nor any of their respective affiliates has or assumes responsibility for
the lawfulness of the acquisition of the Notes by a prospective investor of the Notes, whether under the
laws of the jurisdiction of its incorporation or the jurisdiction in which it operates (if different), or for
compliance by that prospective investor with any law, regulation or regulatory policy applicable to it.
1.8 Taxation
Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes or
other documentary charges or duties in accordance with the laws and practices of the country where the
Notes are transferred or other jurisdictions. In some jurisdictions, no official statements of the tax
authorities or court decisions may be available for innovative financial instruments such as the Notes.
Potential investors are advised not to rely upon the tax section contained in this Base Prospectus but to
ask for their own tax adviser's advice on their individual taxation with respect to the acquisition,
holding, sale and redemption of the Notes. Only these advisors are in a position to duly consider the
specific situation of the potential investor. This investment consideration has to be read in connection
with the taxation sections of this Base Prospectus.
1.9 EU Savings Directive
Under EC Council Directive 2003/48/EC on the taxation of savings income (the "Savings Directive").
Member States are required to provide to the tax authorities of another Member State details of
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payments of interest (or similar income) paid by a paying agent located within its jurisdiction to, or for
the benefit of, an individual resident in that other Member State, except that, for a transitional period
(the ending of such transitional period being dependant upon the conclusion of certain other agreements
relating to information exchange with certain other countries), Luxembourg and Austria will instead
withhold an amount on interest payments unless the relevant beneficial owner of such payment elects
otherwise and authorises the paying agent to disclose the above information (the Luxembourg
government has however announced its intention to elect out of the withholding system in favour of an
automatic exchange of information with effect from 1 January 2015). A number of non EU countries
and territories including Switzerland have adopted similar measures (a withholding system in the case
of Switzerland). The rate of this withholding tax is currently 35 per cent. See section entitled "Taxation
- EU Taxation" in this Base Prospectus.
If, following implementation of the Savings Directive, a payment were to be made or collected through
a Member State which has opted for a withholding system and an amount of, or in respect of, tax were
to be withheld from that payment, neither the Issuer nor any Paying Agent nor any other person would
be obliged to pay additional amounts with respect to any Note as a result of the imposition of such
withholding tax. If a withholding tax is imposed on payments made by a Paying Agent, the Issuer will
be required to maintain a Paying Agent in a Member State that will not be obliged to withhold or deduct
tax pursuant to the Savings Directive.
On 14 February 2008, the European Commission published a detailed proposal for amendments to the
Savings Directive, which included a number of suggested changes. The European Parliament approved
an amended version of this proposal on 24 April 2009. If any of theses proposed changes are made in
relation to the Savings Directive they may amend or broaden the scope fo the requirements described
above.
1.10 Financial Transaction Tax
On 14 February 2013, the EU Commission adopted a proposal for a Council Directive (the "Draft
Directive") on a common financial transaction tax ("FTT"). According to the Draft Directive, the FTT
shall be implemented and enter into effect in eleven EU Member States (Austria, Belgium, Estonia,
France, Germany, Greece, Italy, Portugal, Spain, Slovakia and Slovenia; the "Participating Member
States") on 1 January 2014.
Pursuant to the Draft Directive, the FTT shall be payable on financial transactions provided at least one
party to the financial transaction is established or deemed established in a Participating Member State
and there is a financial institution established or deemed established in a Participating Member State
which is a party to the financial transaction, or is acting in the name of a party to the transaction. The
FTT shall, however, not apply to (inter alia) primary market transactions referred to in Article 5 (c) of
Regulation (EC) No 1287/2006, including the activity of underwriting and subsequent allocation of
financial instruments in the framework of their issue.
The rates of the FTT shall be fixed by each Participating Member State but for transactions involving
financial instruments other than derivatives shall amount to at least 0.1 per cent. of the taxable amount.
The taxable amount for such transactions shall in general be determined by reference to the
consideration paid or owed in return for the transfer. The FTT shall be payable by each financial
institution established or deemed established in a Participating Member State which is a party to the
financial transaction, acting in the name of a party to the transaction or where the transaction has been
carried out on its account. Where the FTT due has not been paid within the applicable time limits, each
party to a financial transaction, including persons other than financial institutions, shall become jointly
and severally liable for the payment of the FTT due.
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Document Outline