Obligation ASR Technologie 10% ( NL0009213545 ) en EUR

Société émettrice ASR Technologie
Prix sur le marché 100 %  ⇌ 
Pays  Pays-Bas
Code ISIN  NL0009213545 ( en EUR )
Coupon 10% par an ( paiement annuel )
Echéance Perpétuelle - Obligation échue



Prospectus brochure de l'obligation ASR NL0009213545 en EUR 10%, échue


Montant Minimal 1 EUR
Montant de l'émission 386 310 000 EUR
Description détaillée La reconnaissance automatique de la parole (ASR) est une technologie qui convertit la parole humaine en texte.

L'Obligation émise par ASR Technologie ( Pays-Bas ) , en EUR, avec le code ISIN NL0009213545, paye un coupon de 10% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle







PROSPECTUS DATED 14 July 2009
ASR Nederland N.V.
(the "Issuer")
Issue of
Step-Up Fixed-Floating Perpetual Capital Securities (the "Step-Up Fixed-Floating Securities")
and
Non Step-Up Fixed Perpetual Capital Securities (the "Non Step-Up Fixed Securities")
(together referred to as the "Securities")
Issue Price: 100 per cent.
unconditionally and irrevocably guaranteed on a subordinated basis by
ASR Levensverzekering N.V.
Unless expressly indicated otherwise, the terms and expressions used herein have the same meaning as given to
them in the terms and conditions of the Step-Up Fixed-Floating Securities (the "Step-Up Securities Terms and
Conditions") and/or the terms and conditions of the Non Step-Up Fixed Securities (the "Non Step-Up
Securities Terms and Conditions" and together with the Step-Up Securities Terms and Conditions, the "Terms
and Conditions of the Securities").
The (i) aggregate nominal amount of Step-Up Fixed-Floating Securities and Non Step-Up Fixed Securities to be
issued and (ii) net proceeds of issue will be determined by the Issuer following, and on the basis of, the
completion of the Offer Period (as described under "Public Offer ­ Terms and conditions of the Public Offer")
and will be published on or about 3 August 2009 on the Issuer's website (www.asrnederland.nl) and in a press
release.
The Securities are perpetual securities and have no fixed redemption date. However, the Step-Up Fixed-Floating
Securities and the Non Step-Up Fixed Securities may (subject to the prior approval of the Dutch Central Bank)
be redeemed in whole, but not in part, at the option of the Issuer, at their principal amount, in each case together
with any Outstanding Payments, on the Coupon Payment Date falling on 26 October 2019 or any Coupon
Payment Date thereafter in the case of the Step-Up Fixed-Floating Securities and on 30 September 2019 or any
Coupon Payment Date thereafter in the case of the Non Step-Up Fixed Securities. The Step-Up Fixed-Floating
Securities and the Non Step-Up Fixed Securities may be redeemed upon the occurrence of a certain tax event or
for regulatory purposes, subject to Condition 7 of each of the Step-Up Securities Terms and Conditions and the
Non Step-Up Securities Terms and Conditions.
The Step-Up Fixed-Floating Securities will bear interest from (and including) the Issue Date to (but excluding)
26 October 2019 at a fixed rate of 10.0 per cent. per annum payable annually in arrear on 26 October in each
year starting 26 October 2010, subject to Conditions 4 and 5 of the Step-Up Securities Terms and Conditions.
Thereafter, the Step-Up Fixed-Floating Securities will bear interest at a rate equal to Three Month EURIBOR (as
defined in Condition 19 of the Step-Up Securities Terms and Conditions) plus a margin to be determined and
published on the Issuer's website and in a press release on or about 31 July 2009, payable quarterly in arrear on
26 January, 26 April, 26 July and 26 October in each year starting 26 January 2020, subject to Conditions 4 and
5 of the Step-Up Securities Terms and Conditions.
1


The Non Step-Up Fixed Securities will bear interest from (and including) the Issue Date at a fixed rate of 7.25
per cent. per annum payable annually in arrear on 30 September in each year starting 30 September 2010, subject
to Conditions 4 and 5 of the Non Step-Up Securities Terms and Conditions.
Payments of interest (but not principal) on the Securities may be deferred, as more fully described in Condition 4
of the Terms and Conditions of the Securities, but any Deferred Coupon Payment (as defined in Condition 19 of
the Terms and Conditions of the Securities) will immediately become due and payable if the Issuer makes any
payment on or purchases or redeems its Junior Securities or Parity Securities (both as defined in Condition 19 of
the Terms and Conditions of the Securities). All payments to holders of the Securities will be made in cash only
but to the extent that the Issuer does not otherwise have funds available to make such payments, the moneys to
satisfy such Deferred Coupon Payment may only be raised by the issue of Payment Capital Securities (as defined
in Condition 19 of the Terms and Conditions of the Securities) equal to the amount of the relevant Deferred
Coupon Payments.
The Securities constitute direct, unsecured and subordinated securities of the Issuer as described in Condition 2
of the Terms and Conditions of the Securities.
The payments of all amounts due in respect of the Securities will be unconditionally and irrevocably guaranteed
on a subordinated basis by ASR Levensverzekering N.V. (the "Guarantor"). See "Description of the
Subordinated Guarantee".
This Prospectus has been approved by the Netherlands Authority for the Financial Markets (`Stichting Autoriteit
Financiële Markten') (the "AFM"), which is the Netherlands competent authority for the purpose of Directive
2007/71/EC (the "Prospectus Directive") and relevant implementing measures in the Netherlands, as a
Prospectus issued in compliance with the Prospectus Directive and the Prospectus Regulation and relevant
implementing measures in the Netherlands for the purpose of giving information with regard to the issue of the
Securities. Application has been made for the listing of the Securities on Euronext Amsterdam by NYSE
Euronext ("Euronext Amsterdam"). Euronext Amsterdam is a regulated market for the purposes of Directive
2004/39/EC (the Markets in Financial Instruments Directive). It is anticipated that the Securities will be quoted
as a percentage of their principal amount.
The Step-Up Fixed-Floating Securities and the Non Step-Up Fixed Securities are expected to be assigned, on
issue, a rating of BBB+ by Standard & Poor's Rating Services, a division of the McGraw-Hill Companies, Inc
and a rating of BBB+ by Fitch Ratings Ltd. As defined by Standard & Poor's Rating Services, an obligation
rated "BBB" means that the obligation exhibits adequate protection parameters. However, adverse economic
conditions and changing circumstances are more likely to lead to a weakened capacity of the issuer to meet its
financial commitment on the obligation. As defined by Fitch Ratings Ltd., a rating of "BBB" means an
obligation which has good credit quality and that there is currently expectations of low credit risk. The capacity
for payment of financial commitments is considered adequate but adverse changes in circumstances and
economic conditions are more likely to impair this capacity. This is the lowest investment grade category
assigned by Fitch.
A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension
or withdrawal at any time by the relevant rating organisation.
The Step-Up Fixed-Floating Securities will be issued in bearer form and shall have denominations of 1.00 each.
The Non Step-Up Fixed Securities will be issued in bearer form and shall have denominations of 1.00 each.
The Step-Up Fixed-Floating Securities and the Non Step-Up Fixed Securities will upon issue each be
represented by a global security (respectively the "Step Up Global Security" and the "Non Step-Up Global
Security" and together the "Global Securities") in bearer form without interest coupons. The Global Securities
will each be deposited with Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V. ("Euroclear
Netherlands") and purchase transactions will be cleared through Euroclear Netherlands participants including
Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream,
Luxembourg"). Neither of the Global Securities will be exchangeable for definitive Securities in bearer form.
The Securities are being issued in furtherance of an exchange offer and consent solicitation which is being made
by the Issuer to the holders of the 400,000,000 Floating Rate Noncumulative Guaranteed Trust Capital
Securities (ISIN: USU3456R1006) issued by Fortis Floating Rate Capital Funding Trust, the 200,000,000 Fixed
Rate Annual Noncumulative Guaranteed Trust Capital Securities (ISIN: USU3456N1091) issued by Fortis Fixed
Rate Capital Funding Trust and the 50,000,000 Fortis Fixed Rate Quarterly Noncumulative Guaranteed Trust
Capital Securities (ISIN: USU3456P1040) issued by Fortis Fixed Rate Quarterly Capital Funding Trust (together
the "Trust Securities") (the "Exchange Offer"). The terms and conditions of the exchange offer are set out in
2


an exchange offer and consent solicitation memorandum to be dated on or about 15 July 2009 (the "Exchange
Offer and Consent Solicitation Memorandum"). In addition, the Issuer is offering the Securities to other
subscribers. Any such Securities to be issued to other subscribers outside of the Exchange Offer are referred to
herein as the "New Issue Securities".
References herein to "Securities" shall include the New Issue Securities unless otherwise stated or required by
the context.
The issue of the Securities is conditional upon the satisfaction or waiver by the Issuer of the Exchange Offer
Conditions (as defined in the Exchange Offer and Consent Solicitation Memorandum).
An investment in the Securities involves certain risks. Prospective investors should have regard to the
factors described under the heading "Risk Factors" starting on page 12.
Dealer Managers
Rabobank International
UBS Investment Bank
The date of this Prospectus is 14 July 2009.
3


TABLE OF CONTENTS
Table of Contents .............................................................................................................................. 4
Summary ........................................................................................................................................... 5
Risk Factors..................................................................................................................................... 12
Important Information...................................................................................................................... 17
Documents Incorporated by Reference............................................................................................. 20
Terms and Conditions of the Step-Up Fixed-Floating Securities....................................................... 21
Terms and Conditions of the Non Step-Up Fixed Securities ............................................................. 43
Description of the Subordinated Guarantee ...................................................................................... 62
Use of Proceeds ............................................................................................................................... 65
Public Offer..................................................................................................................................... 66
ASR Nederland N.V. ....................................................................................................................... 69
ASR Levensverzekering N.V. .......................................................................................................... 80
Netherlands Taxation....................................................................................................................... 84
Offer Restrictions ............................................................................................................................ 88
General Information......................................................................................................................... 91
4


SUMMARY
This summary must be read as an introduction to this Prospectus and any decision to invest in the
Securities should be based on a consideration of this Prospectus as a whole, including the documents
incorporated by reference. No civil liability attaches to either the Issuer or the Guarantor in respect of
this Summary, including any translation thereof, unless it is misleading, inaccurate or inconsistent
when read together with the other parts of this Prospectus. Where a claim relating to information
contained in this Prospectus is brought before a court in a Member State of the European Economic
Area (an "EEA State"), the plaintiff may, under the national legislation of the EEA State where the
claim is brought, be required to bear the costs of translating the Prospectus before the legal
proceedings are initiated.
The following summary refers to certain provisions of the Terms and Conditions of the Securities and
the Trust Deed and, insofar as it refers to the Terms and Conditions of the Securities, is qualified by
the more detailed information contained elsewhere in this Prospectus. Defined terms used herein have
the meaning given to them in the Terms and Conditions of the Securities.
Issuer
ASR Nederland N.V.
ASR Nederland N.V. was incorporated on 15 November 1983 and
is a public company with limited liability ("naamloze
vennootschap") incorporated and operating under Dutch law. It has
its statutory seat at Utrecht, the Netherlands.
The objects and purposes of ASR Nederland N.V., as described in
article 2 of its articles of association are, inter alia, to participate in,
finance, co-operate with, manage, provide advice and other
services to, legal entities or other enterprises, in particular legal
entities and other enterprises which are engaged in the insurance or
banking business, in investments and/or other financial services.
Fortis Holding NV ("Fortis"), founded in 1990 by the Dutch
insurer AMEV and Bank Group VSB, acquired the ASR Group in
2000. AMEV and ASR Groep merged to Fortis ASR Group, later
rebranded into Fortis Verzekeringen Nederland. After the sale to
the Dutch state in October 2008, Fortis Verzekeringen Nederland
became a stand-alone insurer. Recently Fortis Verzekeringen
Nederland was rebranded into ASR Nederland.
All outstanding shares in the capital of ASR Nederland N.V. are
held by the State of the Netherlands.
Guarantor
ASR Levensverzekering N.V.
ASR Levensverzekering N.V. was incorporated on 6 August 1883
and is a public company with limited liability ("naamloze
vennootschap") incorporated and operating under Dutch law. It has
its statutory seat at Utrecht, the Netherlands.
The objects and purposes of ASR Levensverzekering N.V., as
described in article 3 of its articles of association are, inter alia, the
exercise of life insurance business, including reinsurance, as well
as to participate in and manage other life insurance companies, in
5


the broadest sense of the word.
Until recently, ASR Levensverzekering N.V. was named Fortis ASR
Levensverzekering, but has been rebranded into ASR
Levensverzekering.
All of the shares of ASR Levensverzekering N.V. are held by ASR
Verzekeringen N.V., all of whose shares are in turn held by ASR
Nederland N.V.
Trustee
Amsterdamsch Trustee's Kantoor B.V.
Issue Size
The (i) aggregate nominal amount of Step-Up Fixed-Floating
Securities and Non Step-Up Fixed Securities to be issued and (ii)
net proceeds of issue will be determined by the Issuer following,
and on the basis of, the completion of the Offer Period (as
described under "Public Offer ­ Terms and conditions of the Public
Offer") and will be published on or about 3 August 2009 on the
Issuer's website (www.asrnederland.nl) and in a press release.
Conditions to Issue
The issue of the Securities is conditional upon the satisfaction or
waiver by the Issuer of the Exchange Offer Conditions (as defined
in the Exchange Offer and Consent Solicitation Memorandum).
Issue Price
100 per cent.
Redemption / Call Option
The Securities are perpetual securities and have no fixed maturity
date. Subject to prior consent of De Nederlandsche Bank N.V.
("DNB"), the Securities may be redeemed in whole but not in part
at the option of the Issuer, at their principal amount, together with
any Outstanding Payments on the Coupon Payment Dates falling
on 26 October 2019 or any Coupon Payment Date thereafter in the
case of the Step-Up Fixed-Floating Securities and on 30 September
2019 or any Coupon Payment Date thereafter in the case of the Non
Step-Up Fixed Securities.
Interest
The Step-Up Fixed-Floating Securities will bear interest (i) from
(and including) the Issue Date to (but excluding) 26 October 2019,
at a fixed rate of 10.0 per cent. per annum and (ii) from (and
including) 26 October 2019 at a floating rate of interest equal to
Three Month EURIBOR plus a margin to be determined and
published on the Issuer's website and in a press release on or about
31 July 2009.
The Non Step-Up Fixed Securities will bear interest from (and
including) the Issue Date at a fixed rate of 7.25 per cent. per
annum.
Coupon Payment Dates
Subject as described below, Coupon Payments on the Step-Up
Fixed-Floating Securities will be payable annually in arrear on 26
October in each year from (and including) 26 October 2010 to (and
including) 26 October 2019 and, thereafter quarterly in arrear on 26
January, 26 April, 26 July and 26 October in each year from (and
including) 26 January 2020 subject to Conditions 4 and 5 of the
6


Step-Up Securities Terms and Conditions.
Subject as described below, Coupon Payments on the Non Step-Up
Fixed Securities will be payable annually in arrear on 30 September
in each year from (and including) 30 September 2010 subject to
Conditions 4 and 5 of the Non Step-Up Securities Terms and
Conditions.
Condition to Payments
No principal or Payment shall be payable by the Issuer if the
Guarantor is subject to a Regulatory Event or would be subject to a
Regulatory Event within a reasonable period of time after payment
of such principal or Payment was scheduled to be made, as notified
by the DNB.
A Regulatory Event has been defined to mean that the Guarantor
shall have been notified in writing by the Regulator (being De
Nederlandsche Bank N.V. (the Dutch Central Bank) or any
successor regulator) to the effect that at any Coupon Payment Date,
the Guarantor's solvency margin or other capital adequacy
requirement to which the Guarantor may become subject would
after payment of the Coupon Payment be less than the minimum
solvency margin or other capital adequacy requirements as applied
and enforced by the Regulator or any other appropriate regulator.
Status and Subordination
The Securities constitute direct, unsecured and subordinated
securities of the Issuer and rank pari passu without any preference
among themselves. The rights and claims of the Holders under the
Securities are subordinated to the claims of Senior Creditors of the
Issuer, present and future.
Status of the Guarantee:
The Guarantee constitutes direct, unsecured and subordinated
obligations of the Guarantor. The rights and claims of the Holders
under the Guarantee are subordinated to the claims of Senior
Creditors of the Guarantor, present and future.
Winding-up Claims
The Securities will rank on a winding-up (faillissement of
vereffening na ontbinding) of the Issuer in priority to distributions
on all classes of share capital of the Issuer and will rank pari passu
and without preference among themselves and pari passu with
Parity Securities and Parity Guarantees, but will be subordinated in
right of payment to the claims of Senior Creditors of the Issuer,
present and future.
Mandatory Deferral of
If the Issuer determines, on the 20th Business Day prior to the date
Payments
on which any Payment would, in the absence of deferral in
accordance with Condition 4 of the Terms and Conditions of the
Securities, be due and payable, that the Guarantor is subject to a
Regulatory Event or that payment of the relevant Payment under
the Guarantee would result in the Guarantor becoming subject to a
Regulatory Event, the Issuer shall defer such Payment.
Any Payment so deferred by the Issuer shall only be satisfied by
the Issuer to the extent that a Mandatory Payment Event or
Mandatory Partial Payment Event occurs. See Condition 4(c).
7


Optional Deferral of Payments
The Issuer may at its option elect to defer any Payment for any
period of time. However if the Issuer makes this election, the
deferred Payment will continue to bear interest at the Applicable
Coupon Rate for the full period for which such Payment remains
unpaid.
Deferred and Future Interest
Any Payment which has been deferred will become immediately
Payments/Dividend Pusher
due and payable if the Issuer or the Guarantor makes payment on or
purchases or redeems any Parity Securities or Junior Securities, as
the case may be, notwithstanding any further Deferral Notice or an
occurrence or continuance of the Mandatory Deferral Condition. Such
payments must be made by utilising the Alternative Coupon
Satisfaction Mechanism.
Furthermore, notwithstanding a deferral of Coupon Payments under
a Mandatory Deferral Notice or an Optional Deferral Notice, the
Issuer will be required to make Coupon Payments falling on a
certain number of following Coupon Payment Dates upon the
occurrence of a Mandatory Payment Event or a Mandatory Partial
Payment Event in respect of the Issuer. Such payments may be
made by utilising the Alternative Coupon Satisfaction Mechanism.
If and as long as the Mandatory Deferral Condition is met, the
Guarantor will be required to make Coupon Payments falling on a
certain number of following Coupon Payment Dates upon the
occurrence of a Mandatory Payment Event or a Mandatory Partial
Payment Event in respect of the Guarantor.
Dividend Stopper
The Issuer has agreed that if it defers a Payment for any reason as
described above then, while any Payment is so deferred, it will not
recommend to its respective shareholders and, to the fullest extent
permitted by applicable law, will otherwise act to prevent, any
action that would constitute a Mandatory Payment Event or
Mandatory Partial Payment Event.
Alternative Coupon
Any Deferred Coupon Payment (together, if applicable, with any
Satisfaction Mechanism
interest accrued on such Deferred Coupon Payment) will be
satisfied using the Alternative Coupon Satisfaction Mechanism.
This mechanism means that the relevant payment is satisfied from
the proceeds of the issue by the Issuer of such amount of Payment
Capital Securities for cash as may be required to provide cash issue
proceeds sufficient to enable the Issuer to pay the relevant Payment
in full. If, as and when the Issuer elects to satisfy any Payment to
Holders, the Issuer will calculate (failing which, the Calculation
Agent will calculate) and issue such principal amount of Payment
Capital Securities the proceeds of issue of which will provide the
cash amount due in respect of the Deferred Coupon Payment.
Holders of the Securities will always receive payments made in
respect of the Securities in cash.
Sufficiency
The Issuer is required to keep available for issue enough Payment
Capital Securities as it reasonably considers would be required to
satisfy from time to time the next year's scheduled Coupon
8


Payment(s) and any then outstanding Deferred Coupon Payments.
Market Disruption Event
If, in the opinion of the Issuer, a Market Disruption Event in
respect of its Payment Capital Securities exists on or after the 15th
Business Day preceding any date upon which the Issuer is due to
satisfy a Payment using the Alternative Coupon Satisfaction
Mechanism, the payment to Holders may be deferred until the
Market Disruption Event no longer exists. Any such deferred
payments shall bear interest at the Applicable Coupon Rate if the
Market Disruption Event continues for 14 days or more.
A Market Disruption Event is defined to mean (i) the occurrence or
existence of any suspension of or limitation imposed on trading (by
reason of movements in price exceeding limits permitted by the
Relevant Stock Exchange or on settlement procedures for
transactions in the Payment Capital Securities on the Relevant
Stock Exchange) if, in any such case, that suspension or limitation
is, in the determination of the Issuer material in the context of the
sale of the Payment Capital Securities, (ii) where, in the opinion of
the Issuer, there has been a substantial deterioration in the price
and/or value of the Payment Capital Securities or circumstances are
such as to prevent or to a material extent restrict the issue or
delivery of the Payment Capital Securities, (iii) where, pursuant to
the Terms and Conditions of the Securities, moneys are required to
be converted from one currency into another currency in respect of
any Payment, the occurrence of any event that makes it
impracticable to effect such conversion or (iv) where, in the
opinion of the Issuer, there shall have been such a change in
national or international financial, political or economic conditions
or currency exchange rates or exchange controls as would in its
view be likely to prejudice materially the success of the offering
and distribution of the Payment Capital Securities or dealings in the
Payment Capital Securities in the secondary market, if any.
Additional Amounts
The Issuer will, subject to customary exceptions, pay additional
amounts to Holders of the Securities to gross up Payments upon the
imposition of any Dutch withholding tax. See Condition 10.
Redemption or Conversion for
Upon the occurrence of certain changes in the treatment of the
Taxation Reasons
Securities for taxation purposes as described in Condition 7(c) of
the Terms and Conditions of the Securities, the Issuer may, subject
to the prior consent of DNB, redeem all but not some only of the
Securities at their principal amount together with any Outstanding
Payments or modify the terms of the Securities or convert the
Securities into another series of capital securities, as more fully
described in the Terms and Conditions of the Securities.
In the case of the Step-Up Fixed-Floating Securities, such
redemption shall in the period before the Reset Date be effected at
the greater of their principal amount and the Make Whole Amount
if the relevant changes to the tax treatment do not result from a Tax
Law Change (see Condition 7(d) of the Terms and Conditions of
the Step-Up Fixed-Floating Securities).
Redemption or Conversion for
If the Issuer is not permitted to treat the aggregate principal amount
9


Regulatory Reasons
of the Step-Up Fixed-Floating Securities and/or the Non Step-Up
Fixed Securities as "own funds" and "core capital" (Tier 1 Capital
or equivalent) for the purposes of determining its solvency margin,
capital adequacy ratios or comparable margins or ratios under
applicable capital adequacy regulations, then the Issuer may,
subject to the prior consent of DNB, redeem all, but not some only,
of the Step-Up Fixed-Floating Securities and/or the Non Step-Up
Fixed Securities at their principal amount (or, in the case of the
Step-Up Fixed-Floating Securities in the period before the Reset
Date, the greater of the principal amount and the Make Whole
Amount) together with any Outstanding Payments or modify the
terms of the Step-Up Fixed-Floating Securities and/or the Non
Step-Up Fixed Securities or convert the Step-Up Fixed-Floating
Securities and/or the Non Step-Up Fixed Securities into another
series of capital securities, as more fully described in the Terms and
Conditions of the Securities.
Remedy for Non-Payment
The sole remedy against the Issuer available to any Holder of
Securities for recovery of amounts owing in respect of the
Securities will be the institution of proceedings for the winding-up
(faillissementsprocedure) of the Issuer and/or proving in such
winding up.
Form
The Step-Up Fixed-Floating Securities and the Non Step-Up Fixed
Securities will each be represented by a Global Security in bearer
form (respectively the "Step-Up Global Security" and the "Non
Step-Up Global Security" and together the "Global Securities"),
without coupons attached. The Global Securities will each be
deposited with Euroclear Netherlands (Nederlands Centraal
Instituut voor Giraal Effectenverkeer B.V.). Neither of the Global
Securities will be exchangeable for definitive Securities in bearer
form.
Denominations
Step-Up Fixed-Floating Securities: 1.00
Non Step-Up Fixed Securities: 1.00
Clearing Systems
Euroclear Netherlands, Clearstream, Luxembourg and Euroclear.
Offer Restrictions
The offering of the Securities is subject to applicable offer
restrictions. See "Offer Restrictions".
Public Offer
The Securities may be offered to the public in each of Belgium,
France, Germany, Ireland, the Grand Duchy of Luxembourg, the
Netherlands, Portugal, Spain and the United Kingdom. For a
description of the public offer, see "Public Offer ­ Terms and
conditions of the Public Offer". However, the Exchange Offer is
not being made to the public in Belgium, France or Portugal.
The aggregate nominal amount of the Step-Up Fixed-Floating
Securities and Non Step-Up Fixed Securities to be issued (if any)
will be determined by the Issuer following, and on the basis of, the
success and completion of the Exchange Offer (as described under
"Public Offer ­ Terms and conditions of the Public Offer") and the
amount of subscriptions received from other subscribers for New
10