Obligation Caixa Geral Depósitos 5.12% ( PTCG36OM0000 ) en EUR

Société émettrice Caixa Geral Depósitos
Prix sur le marché 100 %  ▼ 
Pays  Portugal
Code ISIN  PTCG36OM0000 ( en EUR )
Coupon 5.12% par an ( paiement annuel )
Echéance 03/11/2016 - Obligation échue



Prospectus brochure de l'obligation Caixa Geral de Depositos PTCG36OM0000 en EUR 5.12%, échue


Montant Minimal 1 000 EUR
Montant de l'émission 39 000 000 EUR
Description détaillée La Caixa Geral de Depósitos est une banque publique portugaise, la plus grande du pays, offrant une large gamme de services financiers aux particuliers et aux entreprises.

L'Obligation émise par Caixa Geral Depósitos ( Portugal ) , en EUR, avec le code ISIN PTCG36OM0000, paye un coupon de 5.12% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 03/11/2016







CAIXA GERAL DE DEPO
´ SITOS FINANCE
(incorporated with limited liability in the Cayman Islands)
CAIXA GERAL DE DEPO
´ SITOS, S.A.,
(incorporated with limited liability in Portugal)
acting through its Madeira branch (Sucursal Financeira Exterior)
CAIXA GERAL DE DEPO
´ SITOS, S.A.,
(incorporated with limited liability in Portugal)
acting through its France branch
CAIXA GERAL DE DEPO
´ SITOS, S.A.
(incorporated with limited liability in Portugal)
A15,000,000,000 Euro Medium Term Note Programme
Guaranteed (in the case of Notes issued by
CAIXA GERAL DE DEPO
´ SITOS FINANCE) by
CAIXA GERAL DE DEPO
´ SITOS, S.A.,
acting through its France branch
This document (the ``Prospectus'') is issued to update, amend and restate, and supersedes, the prospectus of Caixa Geral de Depo´sitos Finance (``CGDF''), Caixa Geral de Depo´sitos, S.A.,
acting through its Madeira branch (``CGDM''), Caixa Geral de Depo´sitos, S.A., acting through its France branch (``CGDFB'') and Caixa Geral de Depo´sitos, S.A. (``CGD'') dated 15 June 2010. Each of
CGD and CGDF is, in relation to Notes issued by it, an ``Issuer'' and, together, the ``Issuers''. CGD may also issue Notes through its branches, CGDM or CGDFB.
Under the Euro Medium Term Note Programme described in this Prospectus (the ``Programme''), subject to compliance with all relevant laws, regulations and directives, each of the Issuers
may from time to time issue Euro Medium Term Notes guaranteed (in the case of Notes issued by CGDF) by Caixa Geral de Depo´sitos, S.A., acting through its France branch (in such capacity, the
``Guarantor'') (the ``Notes''). The aggregate nominal amount of Notes outstanding will not at any time exceed A15,000,000,000 (or the equivalent in other currencies).
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 10 July 2005 relating
to prospectuses for securities, for the approval of this Prospectus as a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the ``Prospectus Directive''). Application has also been made
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's regulated market (the ``Market''). An Issuer may request the CSSF, to provide competent authorities in host Member States within the European Economic Area (the
``EEA'') with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the loi relative aux prospectus pour valeurs mobilie`res (which implements the Prospectus Directive
into Luxembourg law) for the purposes of submitting an application to admit the Notes to trading on Eurolist by Euronext Lisbon or on other regulated markets within the EEA. References in this
Prospectus to Notes being ``listed'' (and all related references) shall mean that such Notes have been admitted to the Official List and admitted to trading on the Luxembourg Stock Exchange's regulated
market, to Eurolist by Euronext Lisbon or to such other market as may be specified in the final terms. The Market is a regulated market for the purposes of Directive 2004/39/EC of the European
Parliament and of the Council on markets in financial instruments. However, unlisted Notes may be issued pursuant to the Programme. The relevant Final Terms (as defined in ``General Description of
the Programme'') in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Official List and admitted to trading on the Market (or any other stock exchange).
Each Series (as defined in ``General Description of the Programme'') of Notes in bearer form will be represented on issue by a temporary global note in bearer form (each a ``Temporary
Global Note'') or a permanent global note in bearer form (each a ``Permanent Global Note'' and, together with the Temporary Global Note, ``Global Notes''). Interests in a Temporary Global Note will
be exchangeable, in whole or in part, for interests in a Permanent Global Note on or after the date 40 days after the later of the commencement of an offering and the relevant issue date (the ``Exchange
Date''), upon certification of non-U.S. beneficial ownership. Notes in registered form will be represented by registered certificates (each a ``Certificate''), one Certificate being issued in respect of each
Noteholder's entire holding of Registered Notes of one Series. If the Global Notes are stated in the applicable Final Terms to be issued in new global note (``New Global Note'' or ``NGN'') form, the
Global Notes will be delivered on or prior to the original issue date of the relevant Tranche to a common safekeeper (the ``Common Safekeeper'') for Euroclear Bank S.A./N.V. (``Euroclear'') and
Clearstream Banking, socie´te´ anonyme (``Clearstream, Luxembourg''). Global Notes which are not issued in NGN form (``Classic Global Notes'' or ``CGNs'') and Certificates will be deposited on the issue
date of the relevant Tranche with a common depositary on behalf of Euroclear and Clearstream, Luxembourg (the ``Common Depositary''). The provisions governing the exchange of interests in Global
Notes for other Global Notes or definitive Notes are described in ``Summary of Provisions Relating to the Notes while in Global Form''. In addition, CGD may issue Notes represented in book entry
form (forma escritural) either in bearer (ao portador) or in registered form (nominativas) that will be integrated in and held through Interbolsa ­ Sociedade Gestora de Sistemas de Liquidac¸a~o e de
Sistemas Centralizados de Valores Mobilia´rios, S.A., as management entity of the Portuguese Centralised System, Central de Valores Mobilia´rios (``Interbolsa'') and either publicly offered in Portugal
(``Publicly Offered Book Entry Notes'') or not publicly offered (``Non Publicly Offered Book Entry Notes'' and, together with the Publicly Offered Book Entry Notes, the ``Book Entry Notes'').
Notes of each Tranche of each Series to be issued in registered form (``Registered Notes'' comprising a ``Registered Series'') and which are sold in an ``offshore transaction'' within the meaning
of Regulation S under the U.S. Securities Act of 1933 as amended (the ``Securities Act''), will initially be represented by interests in a definitive global unrestricted Registered Certificate (each an
``Unrestricted Global Certificate''), without interest coupons, which will be deposited with a nominee for, and registered in the name of the Common Depositary on its issue date. Beneficial interests in an
Unrestricted Global Certificate will be shown on, and transfers thereof will be effected only through records maintained by, Euroclear or Clearstream, Luxembourg. Notes of each Tranche of each
Registered Series sold in the United States to a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (``Rule 144A''), as referred to in, and subject to the transfer
restrictions described in ``Subscription and Sale'' and ``Transfer Restrictions'', will initially be represented by a definitive global restricted Registered Certificate (each a ``Restricted Global Certificate'' and
together with any Unrestricted Global Certificates, the ``Global Certificates''), without interest coupons, which will be deposited with a custodian for, and registered in the name of a nominee of, The
Depository Trust Company (``DTC'') on its issue date. Beneficial interests in an Unrestricted Global Certificate and a Restricted Global Certificate will be shown on, and transfers thereof will be effected
only through, records maintained by DTC and its participants, including depositaries for Clearstream, Luxembourg and Euroclear. See ``Clearing and Settlement''. Individual definitive Registered Notes
will only be available in certain limited circumstances as described herein.
Tranches of Notes (as defined in ``General Description of the Programme'') issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, such ratings will be
indicated in the applicable Final Terms and such ratings will not necessarily be the same as the ratings assigned to the Notes already issued. Whether or not a rating in relation to any Tranche of Notess
will be treated as having been issued by a credit rating agency established in the European Union and registered under Regulation (EC) No 1060/2009 on credit rating agencies (the ``CRA Regulation'')
will be disclosed in the relevant Final Terms. In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency
established in the European Union and registered under the CRA Regulation unless the rating is provided by a credit rating agency operating in the European Union before 7 June 2010 which has
submitted an application for registration in accordance with the CRA Regulation and such registration is not refused. A rating is not a recommendation to buy, sell or hold securities and may be subject
to suspension, reduction or withdrawal at any time by the assigning rating agency.
Prospective investors should have regard to the factors described under the section headed ``Risk Factors'' in this Prospectus. This Prospectus does not describe all of the risks of an investment
in the Notes.
Arranger
BofA Merrill Lynch
Dealers
Bankia
BayernLB
BNP PARIBAS
BofA Merrill Lynch
Caixa-Banco de Investimento
Caixa Geral de Depo´sitos, S.A.
Commerzbank
Deutsche Bank
Mitsubishi UFJ Securities International plc
Morgan Stanley
NATIXIS
Nomura
The Royal Bank of Scotland
UBS Investment Bank
UniCredit Bank
The date of this Prospectus is 21 June 2011


In respect of each Issuer and the Guarantor, this Prospectus comprises a base prospectus for the
purposes of Article 5.4 of Directive 2003/71/EC (the ``Prospectus Directive'') and for the purpose of
giving information with regard to the Issuers and the Guarantor and their subsidiaries and affiliates
taken as a whole (each a ``Subsidiary'' and together with the Issuers and the Guarantor, the ``CGD
Group'' or the ``Group'') and the Notes which, according to the particular nature of each Issuer, the
Guarantor 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 relevant Issuer and the Guarantor.
Each of the Issuers and the Guarantor (the ``Responsible Persons'') accepts responsibility for the
information contained in this Prospectus. To the best of the knowledge of each Issuer and the Guarantor
(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.
The Programme provides that Notes may, after notification in accordance with Article 18 of the
Prospectus Directive, be admitted to trading on Eurolist by Euronext Lisbon and/or publicly offered in
Portugal.
This Prospectus has been prepared on the basis that, except to the extent the above paragraph
applies or 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 Issuer 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
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 and such offer is made in the period beginning and ending on
the dates specified for such purpose in such prospectus or final terms, as applicable. Except to the extent
sub-paragraph (ii) above or the above paragraph may apply, neither the Issuer nor any Dealer have
authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an
obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such offer.
This Prospectus is to be read in conjunction with all documents which are incorporated herein by
reference (see ``Documents Incorporated by Reference'').
No person has been authorised to give any information or to make any representation other than
those contained in this 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 any
Issuer, the Guarantor, the Arranger (as defined in ``General Description of the Programme'') or any of
the Dealers. Neither the delivery of this 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 any
Issuer or the Guarantor since the date hereof or the date upon which this Prospectus has been most
recently supplemented or that there has been no adverse change in the financial position of any Issuer or
of the Guarantor since the date hereof or the date upon which this Prospectus has been most recently
supplemented or that any other information supplied in connection with the Programme is correct as at
any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.
The distribution of this Prospectus and the offering or sale of the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Prospectus comes are required by each
Issuer, the Guarantor, the Arranger and the Dealers to inform themselves about and to observe any such
restriction.
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This Prospectus does not constitute an offer of, or an invitation by or on behalf of any Issuer, the
Guarantor, the Arranger or the Dealers to subscribe for, or purchase, any Notes.
To the fullest extent permitted by law, neither the Arranger nor any of the Dealers accepts any
responsibility for the contents of this 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 any Issuer or the Guarantor, or
the issue and offering of the Notes. The Arranger and each Dealer accordingly disclaim 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 Prospectus or any such statement. Neither this 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 Issuers, the Guarantor, the Arranger or the Dealers that
any recipient of this 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
Prospectus and its purchase of Notes should be based upon such investigation as it deems necessary.
Neither the Arranger nor any of the Dealers undertakes to review the financial condition or affairs of
any Issuer or the Guarantor during the life of the arrangements contemplated by this Prospectus or to
advise any investor or potential investor in the Notes of any information coming to the attention of the
Arranger or any of the Dealers.
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)) 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 final terms of the offer of the relevant Tranche 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 and 60
days after the date of the allotment of the relevant Tranche. Any stabilisation action or over-allotment
must be conducted by the relevant Stabilising Manager(s) (or any person acting on behalf of any
Stabilising Manager(s)) in accordance with all applicable laws and rules.
THE
NOTES
AND THE
GUARANTEE
HAVE NOT BEEN AND WILL
NOT BE
REGISTERED UNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY
AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND
THE NOTES MAY INCLUDE BEARER NOTES THAT ARE SUBJECT TO U.S. TAX LAW
REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, THE NOTES MAY NOT BE
OFFERED OR SOLD OR, IN THE CASE OF BEARER NOTES, DELIVERED WITHIN THE
UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT (``REGULATION S'')).
THE NOTES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES TO
NON-U.S. PERSONS IN RELIANCE ON REGULATION S AND WITHIN THE UNITED
STATES TO ``QUALIFIED INSTITUTIONAL BUYERS'' IN RELIANCE ON RULE 144A. FOR A
DESCRIPTION OF THESE AND CERTAIN FURTHER RESTRICTIONS ON OFFERS, SALES
AND
TRANSFERS
OF
NOTES
AND
DISTRIBUTION
OF
THIS
PROSPECTUS
SEE
``SUBSCRIPTION AND SALE'' AND ``TRANSFER RESTRICTIONS''. THIS PROSPECTUS HAS
BEEN PREPARED BY THE ISSUERS FOR USE IN CONNECTION WITH THE OFFER AND
SALE OF THE NOTES AND FOR THE LISTING OF NOTES ON THE LUXEMBOURG
STOCK EXCHANGE.
THE
NOTES
HAVE
NOT
BEEN
APPROVED
OR
DISAPPROVED
BY
THE
U.S.
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN
THE UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAVE ANY
OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF
THE OFFERING OF NOTES OR THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED
STATES.
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NOTICE
TO
NEW
HAMPSHIRE
RESIDENTS:
NEITHER
THE
FACT
THAT
A
REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCE HAS BEEN FILED
UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE
STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY
REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT
ANY
DOCUMENT
FILED
UNDER
RSA
421-B
IS
TRUE,
COMPLETE
AND
NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY
OF
STATE
HAS
PASSED
IN
ANY
WAY
UPON
THE
MERITS
OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO
ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
In this Prospectus, unless otherwise specified or the context otherwise requires, references to ``C'',
``EUR'', ``Euro'' and ``euro'' are to the lawful currency of the member states of the European Union
that adopt the single currency introduced in accordance with the Treaty establishing the European
Community, as amended, to ``U.S.$'', ``$'' and ``U.S. dollars'' are to United States dollars, to ``£'',
``sterling'' and ``pounds sterling'' are to the lawful currency of the United Kingdom, to ``ZAR'' are to
the lawful currency of South Africa, to ``MZM'' and ``metical'' are to the lawful currency of
Mozambique, to ``pataca'' are to the lawful currency of the Macau Special Administrative Region in the
People's Republic of China and to ``CVE'' are to the lawful currency of Cape Verde.
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TABLE OF CONTENTS
Summary.........................................................
6
Description of Caixa Geral de Depo´sitos,
Risk Factors ...................................................
12
S.A., Madeira Branch (Sucursal Financeira
Exterior) ..................................................... 162
Documents Incorporated by Reference ..........
20
Description of Caixa Geral de Depo´sitos,
General Description of the Programme .........
23
France Branch ............................................ 163
Terms and Conditions of the Notes (other
The Portuguese Banking System .................... 164
than Publicly Offered Book Entry Notes) .
32
Taxation.......................................................... 167
Summary of Provisions Relating to the Notes
Cleared Through Euroclear of Clearstream
Clearing and Settlement ................................. 192
while in Global Form.................................
63
Subscription and Sale ..................................... 196
Terms and Conditions of the Publicly Offered
Transfer Restrictions ...................................... 201
Book Entry Notes ......................................
68
Form of Final Terms...................................... 202
Book Entry Notes held through Interbolsa ...
94
General Information....................................... 216
Use of Proceeds ..............................................
96
Schedule 1 ....................................................... 219
Description of the CGD Group .....................
97
Schedule 2 Part A........................................... 220
Description of Caixa Geral de Depo´sitos
Schedule 2 Part B ........................................... 223
Finance ....................................................... 160
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SUMMARY
This summary must be read as an introduction to this Prospectus and any decision to invest in the
Notes should be based on a consideration of this Prospectus as a whole, including the documents
incorporated by reference herein. Following the implementation of the relevant provisions of the
Prospectus Directive in each Member State of the European Economic Area (an ``EEA State''), no civil
liability will attach to the Responsible Person(s) in any such Member State solely on the basis 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 the information contained in
this Prospectus is brought before a court in 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.
1
The Issuers
Caixa Geral de Depo´sitos, S.A. (``CGD'')
Caixa Geral de Depo´sitos was created as a state bank by legislative charter in 1876 with the
main functions of collecting and administering legally required or judicially ordered deposits and
issuing and managing government debt. It gradually expanded its operations to become a savings and
investment bank. CGD was transformed into a public capital corporation (``sociedade ano´nima de
capitais exclusivamente pu´blicos'') by Decree-Law no. 287/93 of 20 August 1993, when its name was
changed to Caixa Geral de Depo´sitos, S.A. Presently it operates as a full service bank and is subject
to the legislation applicable to Portuguese financial institutions. CGD is wholly owned by the
Portuguese State.
CGD offers specialised financial services, providing customers with a full service international
group. CGD enjoys an integrated presence in the following areas: investment banking, brokerage
services and venture capital, property, insurance, asset management, specialised credit, e-commerce
and cultural activities.
CGD together with its subsidiaries (the ``CGD Group'') remained the banking sector leader in
Portugal in 2010 in terms of segments and key products with a reinforcement of its market share in
several sectors (Source: Bank of Portugal Monetary and Financial Statistics). This is evidenced in its
market share, notably the individual customer segment, both in terms of deposits and mortgages.
CGD was classified as the 109th largest banking institution worldwide by assets, having risen to
the 113th position by shareholders' equity, in 2010 (Source: ``Top 1000 World 2010 Banks'' rankings,
published by the Banker magazine).
In 2010, the brand ``Caixa Geral de Depo´sitos'' was considered the most valuable Portuguese
brand (Source: Banking Brand Finance 500), and its value was estimated at A1 billion.
Through its network of 1,332 branches (as at 31 December 2010), 463 of which are located
outside Portugal, CGD continues to focus on developing its client base offering banking services to
the largest number of customers in Portugal. The development of cross-selling of group company
products through its branch network continues to be one of the main objectives of the CGD Group.
The CGD Group has expanded into foreign markets, principally in Spain and in markets with
historical or linguistic ties to Portugal. It has presences in Spain, France, Madeira, the United
Kingdom, Switzerland, Luxembourg, Germany, India, China, Macao, Angola, Mozambique, Cape
Verde, South Africa, Sao Tome and Principe, Venezuela, Mexico, the Cayman Islands, the United
States, Brazil and East Timor.
Caixa Geral de Depo´sitos Finance (``CGDF'')
CGDF, with its head office in the Cayman Islands, was incorporated in 1999 and has an issued
share capital of U.S.$1,000, fully subscribed for and paid up by CGD.
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2
Branches of CGD
Caixa Geral de Depo´sitos, acting through its France branch (``CGDFB'')
CGD set up its France branch in 1974. In 2001 the CGD Group completed its restructuring
process for its French operations pursuant to which Banque Franco Portugaise was merged into
Caixa Geral de Depo´sitos and its assets absorbed by the French branch of CGD. The two
institutions were officially merged on 26 October 2003.
CGDFB is mainly focused on the domestic Portuguese and French customer market, as well as
on fostering the development of cross-border transactions between French and Portuguese companies.
Historically, it has played an important role in giving Portuguese corporates access to the Euromarket
and in raising foreign exchange funding for medium-sized companies engaged in trade-related
activities.
Caixa Geral de Depo´sitos, acting through its Madeira branch (``CGDM'')
CGDM was opened in 1990. Its business developed in close connection with CGD's worldwide
network. The branch's main activities include deposit and investment accounts for Portuguese
nationals living abroad and services for corporates, namely non-resident companies and subsidiaries of
Portuguese corporates abroad.
3
Notes to be issued under the Programme
Programme Amount
Up to A15,000,000,000 (or the equivalent in other currencies at the date of issue) aggregate
nominal amount of Notes outstanding at any one time.
Currencies
Subject to compliance with relevant laws, Notes may be issued in any currency agreed between
the relevant Issuer, the Guarantor (where the Issuer is CGDF) and the relevant Dealers (except that
Notes held through Interbolsa can only be issued in euros or such other currencies accepted by
Interbolsa for registration and clearing).
Form of Notes
The Notes may be issued in bearer form, in bearer form exchangeable for Registered Notes or
in registered form only. Bearer global notes may be issued in NGN or CGN form. Notes issued by
CGD may also be issued in dematerialised book entry form (forma escritural) either in bearer (ao
portador) or in registered (nominativas) form.
Fixed Rate Notes
Fixed interest will be payable in arrear on the date or dates in each year specified in the
relevant Final Terms.
Floating Rate Notes
Floating Rate Notes will bear interest determined separately for each Series as follows:
(i)
on the same basis as the floating rate under a notional interest rate swap transaction in the
relevant Specified Currency governed by an agreement incorporating International Swaps
and Derivatives Association definitions; or
(ii)
by reference to LIBOR, LIBID, LIMEAN or EURIBOR (or such other benchmark as
may be specified in the relevant Final Terms) as adjusted for any applicable margin.
Interest periods will be specified in the relevant Final Terms.
Zero Coupon Notes
Zero Coupon Notes may be issued at their nominal amount or at a discount to it and will not
bear interest.
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Dual Currency Notes
Payments in respect of Dual Currency Notes will be made in such currencies, and based on
such rates of exchange, as may be specified in the relevant Final Terms (except that Notes held
through Interbolsa can only be issued in euros or in such other currencies as Interbolsa accepts for
registration).
Index Linked Notes
Payments of principal in respect of Index Linked Redemption Notes or of interest in respect of
Index Linked Interest Notes will be calculated by reference to such index and/or formula as may be
specified in the relevant Final Terms.
Interest Periods and Interest Rates
The length of interest periods and the applicable interest rate may vary from time to time.
Notes may have a maximum or minimum interest rate, or both. The use of interest accrual periods
permits the Notes to bear interest at different rates in the same interest period.
Denominations of Notes
Notes will be issued in such denominations as may be agreed between the relevant Issuer, the
Guarantor (where the Issuer is CGDF) and the relevant Dealer, save that in respect of any Notes
which are to be admitted to trading on a regulated market within the European Economic Area or
offered to the public in a Member State of the European Economic Area in circumstances which
require the publication of a prospectus under the Prospectus Directive, the minimum denomination
shall be A1,000 (or its equivalent in other currencies).
Unless otherwise permitted, Notes which have a maturity of less than one year and in respect of
which the issue proceeds are to be accepted by the relevant Issuer in the United Kingdom or whose
issue would otherwise constitute a contravention of section 19 of the Financial Securities and Markets
Act 2000 will have a minimum denomination of £100,000. Notes sold in reliance on Rule 144A will
be in minimum denominations of U.S. $100,000 and integral multiples of U.S. $1,000 in excess
thereof, in each case subject to compliance with all legal and/or regulatory requirements must have a
minimum redemption amount of £100,000. Any early redemption of a Subordinated Note will be
subject to the prior consent of the Bank of Portugal.
Other Notes
Terms applicable to high interest Notes, low interest Notes, step-up Notes, Step-down Notes,
reverse dual currency Notes, optional dual currency Notes, partly paid Notes and any other type of
Note that the relevant Issuer, the Guarantor (where the Issuer is CGDF), the Trustee (in the case of
Notes other than Book Entry Notes) and any Dealer or Dealers may agree to issue under the
Programme will be set out in the relevant Final Terms and the supplement to the Prospectus.
Cash Bonds (obrigac¸o~es de caixa)
Notes may qualify as cash bonds (obrigac¸o~es de caixa) under the terms of Decree-Law 408/91 of
17 October 1991 (as amended), provided that certain requirements set out therein are met, including
that (i) such Notes have a maturity of not less than two years, (ii) the relevant Issuer is not entitled
to acquire such Notes before two years have elapsed since the relevant Issue Date and (iii) the
Noteholders may not choose to redeem such Notes before one year has elapsed since the relevant
Issue Date.
Negative Pledge
Applicable to Senior Notes only. See ``Terms and Conditions of the Notes ­ Negative Pledge''.
Withholding Tax
All payments of principal and interest in respect of the Notes will be made free and clear of
withholding taxes of the Cayman Islands (in the case of Notes issued by CGDF), the Republic of
France (``France'') (in the case of Notes issued by CGDFB) and the Republic of Portugal
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(``Portugal''), including Madeira, (in the case of Notes issued by CGD, CGDFB or CGDM) as the
case may be, subject to customary exceptions, as described in ``Terms and Conditions of the Notes ­
Taxation'' and ``Taxation ­ Portugal''. At present, payments of interest and other revenues to be
made by CGD and by CGDM directly to non-resident entities of Portugal would be subject to
Portuguese withholding tax at a rate of 21.5 per cent. or, if applicable, to reduced withholding tax
rates of up to 15 per cent., pursuant to tax treaties signed by Portugal, unless in respect of Notes
held through Interbolsa and Notes issued by CGDM, certain procedures and certification
requirements are complied with. All payments of interest and other investment income arising from
Notes (in case of Notes issued by CGD) made to individuals resident for tax purposes in Portugal
will be subject to withholding tax at a rate of 21.5 per cent. In this case, the Portuguese resident
individual, unless if deriving such income in the capacity of an entrepreneur with organised accounts,
may choose to declare such income in his or her tax return, together with the remaining items of
income derived. If such election is made, the said income will be subject to personal income tax
according to the relevant tax brackets, up to 46.5 per cent., and the domestic withholding tax will
constitute a payment on account of such final personal income tax liability.
All payments of interest and other investment income arising from Notes (in case of Notes
issued by CGD) paid to legal persons resident for tax purposes in Portugal and to non-resident legal
persons with a permanent establishment in Portugal to which the income is attributable are subject to
withholding tax at a rate of 21.5 per cent. (with the exception of entities that benefit from a waiver
of Portuguese withholding tax or from Portuguese income tax exemptions), which is deemed a
payment on account of the final tax due. See ``Taxation ­ Portugal''.
Status of the Senior Notes
The Senior Notes and the relative Receipts and Coupons (if any) will constitute direct,
unconditional, unsecured and unsubordinated obligations of the relevant Issuer and will rank pari
passu among themselves and with all present and future unsecured (subject as aforesaid) and
unsubordinated obligations of the relevant Issuer, save for those that have been accorded preferential
rights by law.
Status of the Subordinated Notes
The Dated Subordinated Notes issued by CGDF, CGD, CGDFB or CGDM and the Receipts
and Coupons (if any) will constitute direct, unsecured and subordinated obligations of CGDF, CGD,
CGDFB or, as the case may be, CGDM, will rank pari passu among themselves and, without
prejudice to the foregoing, the Dated Subordinated Notes issued by CGDF, CGD, CGDFB or
CGDM and the relative Receipts and Coupons (if any) will, in the event of the bankruptcy or the
winding-up of CGDF, CGD, CGDFB or CGDM, as the case may be (to the extent permitted by
Portuguese law), be subordinated in right of payment in the manner provided in the Trust Deed
relating to the Notes between the Issuers and the Trustee dated 15 June 2010 (the ``Trust Deed'') or,
in the case of Non Publicly Offered Book Entry Notes, the deed poll given by CGD in favour of the
holders of Non Publicly Offered Book Entry Notes dated 15 June 2010 (the ``Instrument'') or, in the
case of Publicly Offered Book Entry Notes, as set out in the terms and conditions of the Publicly
Offered Book Entry Notes, to the claims of all unsubordinated creditors of CGDF, CGD, CGDFB
or CGDM, as the case may be, including claims of depositors (in the case of CGD, CGDFB and
CGDM) and will rank, in the event of the winding-up of CGDF, CGD, CGDFB or CGDM, at least
pari passu in right of payment with all other Subordinated Indebtedness, present and future, of
CGDF, CGD, CGDFB or, as the case may be, CGDM.
The Undated Subordinated Notes issued by CGDF, CGD, CGDFB or CGDM and the
Coupons and Talons (if any) will constitute direct, unsecured and subordinated obligations of CGDF,
CGD, CGDFB or, as the case may be, CGDM, will rank pari passu among themselves and, without
prejudice to the foregoing, the Undated Subordinated Notes issued by CGDF, CGD, CGDFB or
CGDM will, in the event of bankruptcy or the winding-up of CGDF, CGD, CGDFB or CGDM, as
the case may be, to the extent permitted by Portuguese law, be subordinated in right of payment in
the manner provided in the Trust Deed or, in the case of Non Publicly Offered Book Entry Notes,
the Instrument or, in the case of Publicly Offered Book Entry Notes, as set out in the terms and
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conditions of the Publicly Offered Book Entry Notes, to the claims of all Senior Creditors of CGDF,
CGD, CGDFB or CGDM, as the case may be, in accordance with the provisions of the Trust Deed.
Listing and Admission to Trading
Application has been made for the Notes to be admitted to trading on the Market and to be
listed on the Official List of the Luxembourg Stock Exchange. The Programme provides that Notes
may also or only be listed on Eurolist by Euronext Lisbon. A series of Notes may be listed on such
other stock exchanges as specified in the relevant Final Terms.
Governing Law
English law, save that Conditions 3(b) and (c) and (d)(ii) and (iii) (with respect to Non Publicly
Offered Book Entry Notes), Clauses 3.2, 3.3 and 6.9.2 to 6.9.8 of the Trust Deed and Clause 5 of the
Instrument as well as the form and transfer of the Notes, the creation of security over the Notes and
the Interbolsa procedures for the exercise of rights under the Notes, will be governed by and
construed in accordance with Portuguese law. The Publicly Offered Book Entry Notes will be
governed by Portuguese law only.
Selling Restrictions
United States, European Economic Area, United Kingdom, the Cayman Islands, France,
Portugal, the Netherlands and Japan. See ``Subscription and Sale''.
4
Risk Factors
There are certain factors which may affect the Issuers' ability to fulfil their obligations under the
Notes issued under the Programme.
Risks factors relating to CGD's business
As a result of their business activities, the Issuers are exposed to a variety of risks, the most
significant of which are credit risk, market risk, operational risk and liquidity risk. Failure to control
these risks may result in a material adverse effect on the Issuers' financial condition and results of
operations.
*
Economic Activity in Portugal ­ The Issuers' business activities are dependent on the level
of banking, finance and financial services required by their customers.
*
Credit Risk ­ Risk arising from changes in credit quality and the recoverability of loans
and amounts due from borrowers and counterparties are inherent in a wide range of the
Issuers' businesses.
*
Market Risk ­ The most significant market risks the Issuers face are interest rate, foreign
exchange and bond and equity price risks.
*
Operational Risk ­ The Issuers' businesses depend on their ability to process a very large
number of transactions efficiently and accurately and there is the risk of losses due to
inadequate or faulty internal processes, or due to external events.
*
Infrastructure Risk ­ The Issuers face the risk that their computer or telecommunication
systems may fail. Given the high volume of transactions processed by the Issuers on a
daily basis, certain errors may be repeated or compounded.
*
Liquidity Risk ­ The inability of the Issuers to anticipate and provide for unforeseen
decreases or changes in funding sources could have consequences on their ability to meet
their obligations when they fall due.
*
Impact of Regulatory Changes ­ Changes in supervision and regulation could materially
affect the Issuers' businesses, the products and services offered or the value of their assets.
*
The Issuers and the Guarantor are subject to capital requirements ­ The Issuers and the
Guarantor are subject to capital adequacy guidelines. The Issuers' or the Guarantor's
failure to maintain their ratios may result in administrative actions or sanctions.
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