Obligation Novo Banco 3% ( PTBENEOM0036 ) en EUR

Société émettrice Novo Banco
Prix sur le marché 100 %  ▲ 
Pays  Portugal
Code ISIN  PTBENEOM0036 ( en EUR )
Coupon 3% par an ( paiement annuel )
Echéance 16/12/2021 - Obligation échue



Prospectus brochure de l'obligation Novo Banco PTBENEOM0036 en EUR 3%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 100 000 000 EUR
Description détaillée L'Obligation émise par Novo Banco ( Portugal ) , en EUR, avec le code ISIN PTBENEOM0036, paye un coupon de 3% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 16/12/2021







Level: 5 ­ From: 5 ­ Friday, November 4, 2011 ­ 00:17 ­ Eprint2 ­ 4380 Intro
PROSPECTUS
Banco Espírito Santo, S.A.
(Incorporated with limited liability in Portugal)
(acting through its head office or its Madeira Free Trade Zone branch
or its Cayman Islands branch or its London branch)
and
BES Finance Ltd.
(Incorporated with limited liability in the Cayman Islands)
unconditionally and irrevocably guaranteed by
Banco Espírito Santo, S.A.
(Incorporated with limited liability in Portugal)
(acting through its London branch)
20,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME
This Prospectus is valid for the purpose of the listing of Notes on the Official List of the Luxembourg Stock Exchange, for a period of one year from the date of publication.
Any Notes (as defined below) issued under the Programme on or after the date of this Prospectus are issued subject to the provisions herein. This Prospectus does not
affect any Notes already issued. Under the 20,000,000,000 Euro Medium Term Note Programme (the "Programme"), each of Banco Espírito Santo, S.A. (the "Bank" or
"BES"), acting through its head office or its Madeira Free Trade Zone branch or its Cayman Islands branch or its London branch, and BES Finance Ltd. ("BES Finance"
and, together with the Bank in its capacity as an issuer of Notes under the Programme, the "Issuers" and each an "Issuer") may from time to time and, subject to applicable
laws and regulations, issue notes (the "Notes", which will include Senior Notes, Dated Subordinated Notes, Undated Subordinated Notes and, in the case of the Bank
acting through its head office only, Undated Deeply Subordinated Notes (as such terms are defined below)) denominated in any currency agreed between the Issuer of
such Notes (the "relevant Issuer") and the relevant Dealer (as defined below).
The payments of all amounts owing in respect of the Notes issued by BES Finance will be unconditionally and irrevocably guaranteed by the Bank, acting through its
London branch, pursuant to the Trust Deed (as defined herein).
The Final Terms (as defined below) for each Tranche (as defined on page 91 below) of Notes will state whether the Notes of such Tranche are to be (i) senior Notes which,
in the case of Notes issued by BES Finance, will be guaranteed on an unsubordinated basis ("Senior Notes"), (ii) dated subordinated Notes which, in the case of Notes
issued by BES Finance, will be guaranteed on a subordinated basis ("Dated Subordinated Notes"), (iii) undated subordinated Notes which, in the case of Notes issued by
BES Finance, will be guaranteed on a subordinated basis ("Undated Subordinated Notes") or (iv) undated deeply subordinated Notes ("Undated Deeply Subordinated
Notes"), which may be issued by the Bank acting through its head office only.
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed 20,000,000,000 or such greater amount as
may be agreed from time to time in accordance with the terms of the Programme Agreement (or its equivalent in other currencies calculated as described herein). The
Notes may be issued on a continuing basis to one or more of the Dealers specified on page 10 and any additional Dealer appointed under the Programme from time to
time, which appointment may be for a specific issue or on an ongoing basis (each a "Dealer" and together the "Dealers"). References in this Prospectus to the "relevant
Dealer" shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to purchase such Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors".
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under the Luxembourg Act dated
10th July, 2005 on prospectuses for securities (the "Prospectus Act 2005") to approve this document as a base prospectus. The CSSF assumes no responsibility as to the
economic and financial soundness of the transactions contemplated by this Prospectus or the quality or solvency of the Issuers in accordance with Article 7(7) of the
Prospectus Act 2005. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the
Regulated Market of the Luxembourg Stock Exchange and to be listed on the Official List of the Luxembourg Stock Exchange. Notice of the aggregate nominal amount
of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each
Tranche of Notes will be set forth in the final terms (the "Final Terms") which, with respect to Notes to be listed on the Official List of the Luxembourg Stock Exchange,
will be filed with the CSSF.
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed
between the relevant Issuer, and the relevant Dealer. Each Issuer may also issue unlisted Notes.
In the case of Notes held through Interbolsa-Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A. ("Interbolsa'') (each
an "Interbolsa Note'') the Notes of each Tranche will be in book-entry form (forma escritural) and can be either registered Notes (nominativas) or bearer Notes (ao
portador), as specified in the applicable Final Terms. The Notes of each Tranche (other than Interbolsa Notes) will be in bearer form. Bearer Notes other than Interbolsa
Notes will (unless otherwise specified in the applicable Final Terms) initially be represented by a temporary global Note, which may be in new global note form, which
will be exchangeable either for interests in a permanent global Note or for definitive Notes, as indicated in the applicable Final Terms, all as further described in "Form
of the Notes" below.
The relevant Issuer, the Bank, acting through its London branch, (where the relevant Issuer is BES Finance) and (in respect of Notes other than Interbolsa Notes) the
Trustee may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a supplement
to this Prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes. Any person (an "Investor")
intending to acquire or acquiring any securities from any person (an "Offeror") should be aware that, in the context of an offer to the public as defined in the Prospectus
Directive, the relevant Issuer may be responsible to the Investor for the Prospectus only if the relevant Issuer has authorised that Offeror to make the offer to the Investor.
Each Investor should therefore verify with the Offeror whether or not the Offeror is acting in association with the relevant Issuer. If the Offeror is not authorised by the
relevant Issuer, the Investor should check with the Offeror whether anyone is responsible for the Prospectus for the purposes of Article 6 of the Prospectus Directive as
implemented by the national legislation of each EEA Member State in the context of the offer to the public, and, if so, who that person is. If the Investor is in any doubt
about whether it can rely on the Prospectus and/or who is responsible for its contents it should take legal advice.
The rating of certain Tranches of Notes to be issued under the Programme may be specified in the applicable Final Terms. Whether or not each credit rating applied for
in relation to relevant Tranches of Notes will be issued by a credit rating agency established in the European Union and registered under Regulation (EC) No. 1060/2009
(the "CRA Regulation") will be disclosed clearly and prominently in the Final Terms.
Arranger
HSBC
Dealers
BANCA IMI
BANCO ESPÍRITO SANTO
BARCLAYS CAPITAL
BNP PARIBAS
BofA MERRILL LYNCH
CITIGROUP
COMMERZBANK
CREDIT AGRICOLE CIB
CREDIT SUISSE
DEUTSCHE BANK
GOLDMAN SACHS INTERNATIONAL
HSBC
J.P. MORGAN
LANDESBANK BADEN ­ WüRTTEMBERG
MITSUBISHI UFJ SECURITIES INTERNATIONAL PLC
MORGAN STANLEY
NOMURA
SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING
THE ROYAL BANK OF SCOTLAND
UBS INVESTMENT BANK
UNICREDIT BANK
The date of this Prospectus is 4th November, 2011.


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This Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC
(the "Prospectus Directive") as amended (which includes the amendments made by Directive
2010/73/EU (the "2010 PD Amending Directive") to the extent that such amendments have been
implemented in a relevant Member State of the European Economic Area.
RESPONSIBILITY STATEMENT
Each of BES Finance and the Bank accepts responsibility for the information contained in this
Prospectus. To the best of the knowledge and belief of BES Finance and the Bank (each having taken
all reasonable care to ensure that such is the case), the information contained in this Prospectus is in
accordance with the facts and does not omit anything likely to affect the import of such information.
Subject as provided in the applicable Final Terms, the only persons authorised to use this Prospectus
in connection with an offer of Notes are the persons named in the applicable Final Terms as the
relevant Dealer or the Managers and the persons (if any) named in or identifiable in accordance with
the applicable Final Terms as an Authorised Offeror, as the case may be.
AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY NOTES FROM AN OFFEROR
WILL DO SO, AND OFFERS AND SALES OF THE NOTES TO AN INVESTOR BY AN OFFEROR
WILL BE MADE, IN ACCORDANCE WITH ANY TERMS AND OTHER ARRANGEMENTS IN
PLACE BETWEEN SUCH OFFEROR AND SUCH INVESTOR INCLUDING AS TO PRICE,
ALLOCATION AND SETTLEMENT ARRANGEMENTS. THE ISSUER WILL NOT BE A PARTY
TO ANY SUCH ARRANGEMENTS WITH INVESTORS (OTHER THAN THE DEALERS) IN
CONNECTION WITH THE OFFER OR SALE OF THE NOTES AND, ACCORDINGLY, THIS
PROSPECTUS AND ANY FINAL TERMS WILL NOT CONTAIN SUCH INFORMATION. THE
INVESTOR MUST LOOK TO THE OFFEROR AT THE TIME OF SUCH OFFER FOR THE
PROVISION OF SUCH INFORMATION. THE ISSUER HAS NO RESPONSIBILITY TO AN
INVESTOR IN RESPECT OF SUCH INFORMATION.
This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see "Documents Incorporated by Reference" below). This Prospectus shall be
read and construed on the basis that such documents are incorporated and form part of this
Prospectus. Each of BES Finance and the Bank accepts responsibility for the accuracy of the
translations into English of such documents.
Neither the Dealers nor the Trustee have separately verified the information contained herein.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no
responsibility or liability is accepted by the Dealers or the Trustee as to the accuracy or completeness
of the information contained in this Prospectus or any other information provided by BES Finance or
the Bank in connection with the Programme or the Notes or their distribution. The statements made
in this paragraph are made without prejudice to the responsibility of BES Finance and the Bank under
the Programme.
No person is or has been authorised to give any information or to make any representation not
contained in or not consistent with this Prospectus or any other information supplied in connection
with the Programme or the Notes and, if given or made, such information or representation must not
be relied upon as having been authorised by BES Finance, the Bank, the Trustee or any of the Dealers.
Neither this Prospectus nor any other information supplied in connection with the Programme or any
Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered
as a recommendation or constituting an invitation or offer by BES Finance, the Bank, the Trustee or
any of the Dealers that any recipient of this Prospectus or any other information supplied in
connection with the Programme or any Notes should purchase any Notes. Each investor contemplating
purchasing any Notes should make its own independent investigation of the financial condition and
affairs, and its own appraisal of the creditworthiness, of BES Finance and/or the Bank.
The delivery of this Prospectus does not at any time imply that the information contained herein
concerning BES Finance and/or the Bank is correct at any time subsequent to the date hereof or that
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any other information supplied in connection with the Programme is correct as of any time subsequent
to the date indicated in the document containing the same. The Dealers and the Trustee expressly do
not undertake to review the financial condition or affairs of BES Finance or the Bank during the life
of the Programme.
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 offer or sale of Notes may be restricted by law
in certain jurisdictions. BES Finance, the Bank, the Trustee and the Dealers do not represent that this
document 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, unless specifically indicated to the contrary in the applicable Fund Terms, no
action has been taken by BES Finance, the Bank, the Trustee or the Dealers which is intended to
permit a public offering of any Notes outside Luxembourg or distribution of this document 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 and the Dealers have represented that all offers
and sales by them will be made on the same terms. Persons into whose possession this Prospectus or
any Notes come must inform themselves about, and observe, any such restrictions. In particular, there
are restrictions on the distribution of this Prospectus and the offer or sale of Notes in the United States,
the European Economic Area (including the United Kingdom, Italy and Portugal), Japan and the
Cayman Islands (see "Subscription and Sale" below).
This Prospectus has been prepared on the basis that, except to the extent sub- paragraph (ii) below
may apply, any offer of Notes in any Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an
exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the
requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending
to make an offer in that Relevant Member State of Notes which are the subject of an offering
contemplated in this Prospectus as completed by final terms in relation to the offer of those Notes may
only do so (i) in circumstances in which no obligation arises for the Issuers or any Dealer to publish a
prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to
Article 16 of the Prospectus Directive, in each case, in relation to such offer, or (ii) if a prospectus for
such offer has been approved by the competent authority in that Relevant Member State or, where
appropriate, approved in another Relevant Member State and notified to the competent authority in
that Relevant Member State and (in either case) published, all in accordance with the Prospectus
Directive, provided that any such prospectus has subsequently been completed by applicable final
terms which specify that offers may be made other than pursuant to Article 3(2) of the Prospectus
Directive in that Relevant Member State, such offer is made in the period beginning and ending on the
dates specified for such purpose in such prospectus or applicable final terms, as applicable and the
relevant Issuer has consented in writing to its use for the purpose of such offer. Except to the extent
sub-paragraph (ii) above may apply, neither Issuer nor any Dealer has authorised, nor do they
authorise, the making of any offer of Notes in circumstances in which an obligation arises for the
Issuers or any Dealer to publish or supplement a prospectus for such offer.
The Notes have not been and will not be registered under the United States Securities Act 1933, as
amended (the "Securities Act"), and 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 (see
"Subscription and Sale" below).
All references in this document to "U.S. dollars" and "U.S.$" refer to United States dollars, those to
"Sterling", and "£" refer to pounds sterling, and those to "Euro", "EUR" and "" refer to the
currency introduced at the start of the third stage of European economic and monetary union
pursuant to the Treaty on the Functioning of the European Union, as amended.
No invitation may be made to the public in the Cayman Islands to subscribe for the Notes.
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TABLE OF CONTENTS
Page
Summary
5
Risk Factors
20
General Description of the Programme
44
Documents Incorporated by Reference
45
Form of the Notes
48
Applicable Final Terms
51
Applicable Final Terms
72
Terms and Conditions of the Notes (other than Undated Deeply Subordinated Notes)
90
Terms and Conditions of the Undated Deeply Subordinated Notes
184
Use of Proceeds
216
BES Finance Ltd.
217
Banco Espírito Santo, S.A. and BES Group
222
Taxation
274
Subscription and Sale
290
General Information
294
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable
Final Terms may over-allot Notes or effect transactions with a view to supporting the market price of
the Notes at a level higher than that which might otherwise prevail. However, there is no assurance
that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake
stabilisation action. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may 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 must be conducted by the relevant Stabilising Manager(s)
(or persons acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and
rules.
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SUMMARY
This summary must be read as an introduction to this Prospectus and any decision to invest in any
Notes should be based on a consideration of this Prospectus as a whole, including the documents
incorporated by reference. Following the implementation of the relevant provisions of the Prospectus
Directive in each Member State of the European Economic Area no civil liability will attach to the
Responsible Persons in any such Member State solely on the basis of this summary, including any
translation hereof, 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, the plaintiff may, under the
national legislation of the Member State where the claim is brought, be required to bear the costs of
translating the Prospectus before the legal proceedings are initiated.
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes (other than
Undated Deeply Subordinated Notes)" and "Terms and Conditions of the Undated Deeply Subordinated
Notes" (together the "Terms and Conditions of the Notes") shall have the same meanings in this summary.
Issuers:
BES
Banco Espirito Santo, S.A. ("BES" or the "Bank") is a bank
incorporated in Portugal (with commercial registry and tax payer
number 500 852 367) on 26th September, 1990 for an unlimited
duration and with limited liability (societies anonym). The share
capital of BES is 3,499,999,998 and is represented by
1,166,666,666 book-entry nominative shares with the nominal value
of 3 each.
According to the Portuguese Banks' association, BES is Portugal's
second-largest private financial institution by total consolidated
assets. BES and its consolidated subsidiaries (together, the "BES
Group" or the "Group") offer a full range of banking and financial
services, including deposit taking, lending, asset management,
leasing and factoring, investment banking and brokerage services.
As of 30 December, 2010, the BES Group operated 731 branches in
Portugal (including 44 on-site branches resulting from partnerships
with insurance agents under the Assurfinance programme) and 97
branches abroad (of which there were 25 in Spain, 36 in Angola and
30 in Libya), 22 private banking centres and 24 corporate banking
centres.
As of 31st December, 2010, Espírito Santo Financial Group
(hereinafter, "ESFG") and its subsidiaries held 43.44 per cent. of the
voting rights in BES and consolidated BES in its financial
statements. Crédit Agricole S.A. is a shareholder in BES and is
ESFG's strategic partner in BES' management and operations,
particularly in connection with the development of products in the
retail sector. There are no written arrangements governing this
relationship.
The BES Group continues to pursue its international strategy, with
particular emphasis on expanding its market position in Spain,
Brazil, Angola, Mozambique and Libya and continuing to capitalise
on its established positions in France, Luxembourg, the United
Kingdom, the United States and Macao.
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BES Finance
BES Finance was incorporated in the Cayman Islands (with
registered number 69526) on 15 November 1996 for an unlimited
duration and with limited liability as an exempted company under
the laws of the Cayman Islands. BES Finance has no subsidiaries.
BES Finance is a wholly-owned subsidiary of BES and all issued
ordinary shares are fully paid as at the date of this Prospectus.
Through its shareholding, BES directly controls BES Finance.
There are no other measures in place concerning such control.
In acting as an Issuer in relation to an issue of Notes, the Bank may
specify that for the purpose of such issue it is acting through its head
office or its Madeira Free Trade Zone branch or its Cayman Islands
branch or its London branch.
BES Finance Ltd. may not issue Undated Deeply Subordinated
Notes.
The Bank may issue Undated Deeply Subordinated Notes through
its head office only.
Guarantor:
Banco Espírito Santo, S.A., a Portuguese incorporated bank. In
acting as a Guarantor in relation to an issue of Notes by BES
Finance, the Bank will be acting through its London branch.
Risk Factors:
There are certain factors which may affect the Issuers' and the
Guarantor's ability to fulfil their obligations under Notes issued
under the Programme.
RISK FACTORS RELATING TO BES
Factors that may affect BES' ability to fulfil its obligations under
Notes to be issued by BES under the Programme or guaranteed by
BES under the Deed of Guarantee:
· Economic environment ­ The BES Group's performance, results
of operations and financial conditions are dependent on the
strength of the Portuguese economy and, to a lesser extent, that
of the European Union and that of those countries outside of the
EU where the BES Group operates.
· Financial system ­ Conditions in the global financial markets
and the macroeconomic context of the countries in which the
BES Group operates generally influence the performance of the
BES Group.
· Banking markets ­ Intense competition in all areas of the BES
Group's operation can have an adverse effect on the Issuers'
operating results.
· The BES Group is exposed to adverse political, governmental or
economic developments related to its international expansion ­
The BES Group's international operations are exposed to the
risk of adverse political, governmental or economic
developments in the countries in which it operates.
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· Soundness of other financial institutions ­ BES is exposed to
many different counterparties in the normal course of its
business, which can expose BES to credit risk in the event of
default of a counterparty or when the collateral it holds fails to
cover its exposure.
· Interest Rate Risk ­ The BES Group is subject to the risk of
interest rate fluctuations, which may from time to time impact
negatively upon the BES Group's operating results.
· Credit risk ­ Risk arising from changes in credit quality and the
repayment of loans and amounts due from borrowers and
counterparties are inherent in a wide range of the BES Group's
businesses.
· Operational Risk ­ The BES Group faces the risk of losses or of
a negative impact on the relationship or other stakeholders
resulting from inadequate or negligent application of internal
procedures, or from people behaviour, information systems,
external events, non-compliance with regulations in force or
legal action.
· Liquidity Risk ­ The inability of the BES Group to anticipate and
provide for unforeseen decreases or changes in funding sources
could have consequences on the BES Group's ability to meet its
obligations when they fall due.
· Market Risk ­ The BES Group faces the risk of possible losses
resulting from an adverse change in the value of financial
instruments due to fluctuations in interest rates, foreign
exchange rates, share prices or commodity prices.
· Regulation ­ The BES Group operates in a highly regulated
industry and the regulatory laws governing the activity of the
BES Group may change at any time in ways which may have an
adverse effect on its business, nor can the BES Group predict the
timing or form of any future regulatory initiatives.
· Risks associated with the implementation of its risk management
policies ­ Although BES has implemented risk management
policies for each of the risks that it is exposed to, such policies
may not be fully effective.
· Risks associated with the increasing use of sophisticated IT
systems ­ Banking activities are highly dependent on
sophisticated IT systems, which are vulnerable to a number of
problems and require frequent updates. Any significant
interruption to the BES Group's IT systems can have an
extremely adverse effect on the activities, the results and the
financial condition of the BES Group.
· Risks associated with the ability to maintain the Bank's client
portfolio ­ The success of the BES Group depends largely on its
ability to maintain its client portfolio and provide it with a
diversified range of competitive and high quality products and
services. The potential inability of BES to do so could have an
adverse effect on the BES Group's financial situation and
results.
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· Risks associated with market transactions on the Bank's own
portfolio ­ Whilst the BES Group is involved in a limited
amount of transactions on its own portfolio, such transactions
still involve a certain degree of risk. Any significant losses may
negatively affect its financial condition and results.
· Risks relating to Bank's shareholding and corporate structure ­
The major shareholders of BES (ESFG and Crédit Agricole
S.A.) hold a majority of the voting rights of BES and, as such,
have the ability to exercise significant influence over or
determine the outcome of certain shareholder actions.
RISK FACTORS RELATING TO BES FINANCE
BES Finance Ltd is a funding vehicle of the BES Group. Therefore
any failure by BES to pay amounts outstanding under any intra-
group loans made by BES Finance to BES would affect BES
Finance's ability to meet its payment obligations under the issued
Notes.
RISK FACTORS RELATING TO THE NOTES ISSUED UNDER
THE PROGRAMME
A wide range of Notes may be issued under the Programme. A
number of these Notes may have features which contain particular
risks for potential investors. Set out below is a description of the
most common such features:
· The Notes may not be a suitable investment for all investors ­
Each potential investor in the Notes must determine the
suitability of that investment in light of their own circumstances.
· Notes subject to optional redemption by the Issuer ­ An optional
redemption feature is likely to limit the market value of the
Notes.
· Index Linked Notes and Dual Currency Notes ­ the market price
of such Notes may be volatile; they may receive no interest; the
amount of principal payable at redemption may be less than the
nominal of such Notes or even zero; a Relevant Factor may be
subject to significant fluctuations that may not correlate with
changes in interest rates, currencies or other indices; if a
Relevant Factor is applied to Notes in conjunction with a
multiplier greater than one or which contains some other
leverage factor, the effect of changes in the Relevant Factor on
principal or interest payable will be magnified and the timing of
changes in a Relevant Factor may affect the actual yield to
investors, even if the average level is consistent with their
expectations.
· Partly-paid Notes ­ For Notes where the issue price is payable
in more than one instalment, failure to pay any subsequent
instalment when due could result in an investor losing all of his
investment.
· Variable rate Notes with a multiplier or other leverage factor ­
Such notes can be volatile investments, especially if they are
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structured to include multipliers or other leverage factors, or
caps or floors, or any combination of those features or other
similar related features.
· Inverse Floating Rate Notes ­ The market values of such Notes
typically are more volatile than the market values of other
conventional floating rate debt securities based on the same
reference rate.
· Fixed/Floating Rate Notes ­ Such Notes may bear interest at a
rate that the relevant Issuer may elect to convert from a fixed rate
to a floating rate or from a floating rate to a fixed rate.
· Notes issued at a substantial discount or premium ­ Such Notes
tend to fluctuate more in relation to general changes in interest
rates than do prices for conventional interest-bearing securities.
· The Issuer's obligations under Subordinated Notes are
subordinated ­ In the event of bankruptcy or winding-up of the
relevant Issuer, the relevant Noteholders' claims shall be
subordinated in right of payment to the claims of all
unsubordinated creditors of the relevant Issuer.
· Under certain conditions, interest payments under Undated
Subordinated Notes may be deferred ­ Any deferral of interest
payments will likely have an adverse effect on the market price
of the Undated Subordinated Notes. As a result of the interest
deferral provision, the market price of Undated Subordinated
Notes may be more volatile than debt securities not subject to
such deferrals and may be more sensitive generally to adverse
changes in the BES Group's financial condition.
There are certain risks relating to credit linked Notes, such as cash
settlement, physical settlement and the 2003 ISDA credit
derivatives definitions.
There are risks relating to physical settlement and certain risks
relating to auction settlement of credit linked Notes, such as auction
settlement, auction final price and the Issuer's and/or Guarantor's
ability to influence the auction final price, the role of the credit
derivatives determinations committee, credit event and succession
event backstop dates, succession event risk, extension of scheduled
maturity date and settlement suspension, adjustments and interest
provisions.
There are certain risks relating to the Notes generally, such as
modification and substitution, EU Savings Directive and definitive
Notes where denominations involve integral multiples.
There are certain risks relating to Undated Deeply Subordinated
Notes:
· the Undated Deeply Subordinated Notes are deeply
subordinated obligations and will be subordinated to all of BES'
existing and future indebtedness;
· there are no events of default under the Undated Deeply
Subordinated Notes;
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Level: 5 ­ From: 5 ­ Friday, November 4, 2011 ­ 00:17 ­ Eprint2 ­ 4380 Section 01
· the Undated Deeply Subordinated Notes will be available to
cover losses of BES; and
· the Undated Deeply Subordinated Notes are undated securities
and need not be redeemed by BES.
Investments in Interbolsa Notes will be subject to Interbolsa
procedures and Portuguese law with respect to the form and transfer
of Interbolsa Notes, payments on Interbolsa Notes and Portuguese
tax rules. Holders of Interbolsa Notes must ensure that they comply
with all procedures to ensure the correct tax treatment of their
Interbolsa Notes.
RISKS RELATED TO THE NOTES GENERALLY
General market risks include the secondary market generally,
exchange rate risks and exchange controls, interest rate risks, credit
ratings may not reflect all risks and legal investment considerations
may restrict certain investments.
See "Risk Factors" for further details.
Description:
Euro Medium Term Note Programme
Arranger:
HSBC Bank plc
Dealers:
Banca IMI S.p.A.
Banco Espírito Santo, S.A.
Barclays Bank PLC
BNP Paribas
Citigroup Global Markets Limited
Commerzbank Aktiengesellschaft
Crédit Agricole Corporate and Investment Bank
Credit Suisse Securities (Europe) Limited
Deutsche Bank AG, London Branch
Goldman Sachs International
HSBC Bank plc
J.P. Morgan Securities Ltd.
Landesbank Baden-Württemberg
Merrill Lynch International
Mitsubishi UFJ Securities International plc
Morgan Stanley & Co. International plc
Nomura International plc
Société Générale
The Royal Bank of Scotland plc
UBS Limited
UniCredit Bank AG
and any other Dealers appointed in accordance with the
Programme.
Certain Restrictions:
Each issue of Notes denominated in a currency in respect of which
particular laws, guidelines, regulations, restrictions or reporting
requirements apply will only be issued in circumstances which
comply with such laws, guidelines, regulations, restrictions or
reporting requirements from time to time (see "Subscription and
Sale" on page 290).
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