Obligation ING Groep N.V. 0% ( XS0188969157 ) en USD

Société émettrice ING Groep N.V.
Prix sur le marché 100 %  ▲ 
Pays  Pays-bas
Code ISIN  XS0188969157 ( en USD )
Coupon 0%
Echéance 22/03/2006 - Obligation échue



Prospectus brochure de l'obligation ING BANK N.V XS0188969157 en USD 0%, échue


Montant Minimal /
Montant de l'émission /
Description détaillée ING Bank N.V. est une banque multinationale néerlandaise offrant une large gamme de services financiers, notamment la banque de détail, la banque d'investissement et la gestion d'actifs, à travers le monde.

L'Obligation émise par ING Groep N.V. ( Pays-bas ) , en USD, avec le code ISIN XS0188969157, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 22/03/2006







ING Bank N.V.
(a company incorporated with limited liability in the Netherlands
and having its statutory seat in Amsterdam)
U.S.$ 12,000,000,000
Limited Recourse Obligation Programme
Under this U.S.$ 12,000,000,000 Limited Recourse Obligation Programme (the "Programme") ING Bank N.V. (the "Issuer" or the "Bank") may from time to time issue
notes (the "Notes") or enter into loans ("Loans") or otherwise incur indebtedness in forms other than Notes (together the "Obligations") denominated in any currency agreed
between the Issuer and the relevant Dealer (as defined below).
Subject as set out herein, the Notes will not be subject to any maximum maturity but will have a minimum maturity of one month and the maximum aggregate nominal
amount of all Obligations from time to time outstanding will not exceed U.S.$ 12,000,000,000 (or its equivalent in other currencies calculated as described herein).
Notes will be issued in one or more series (each a "Series") on the terms set out in the supplement to this Offering Circular relating to such Series (each a
"Supplement"). Each Series shall be all in bearer form or all in registered form and may be issued in one or more tranches (each a "Tranche") on different issue dates and on
terms otherwise identical (except in relation to interest commencement dates and matters related thereto). Obligations other than Notes will be entered into pursuant to
separate documentation relating thereto.
Payments of principal and interest in respect of any Series may be restricted upon the occurrence of any event described in the relevant Supplement. Such
event may relate, inter alia, to (i) a Credit Event, (ii) a Tax Event, (iii) a Swap Termination Event, (iv) a Convertibility Event (as each such term is defined in the
applicable Supplement), (v) the occurrence of any event specified in the applicable Supplement relating to any specified Market Price or Market Rate (each as
defined in the applicable Supplement), or (vi) any other circumstance as provided in the applicable Supplement. The terms of any Series may provide that, in any
such event, the Issuer may be entitled, to suspend, postpone or cancel its obligations to pay principal and interest on the Notes, or to redeem the Notes in whole or in
part at their Recovery Amount (as defined in the relevant Supplement), and/or to deliver any relevant Reference Obligations (as defined in the relevant Supplement)
in lieu of any obligation to pay the Recovery Amount. See "Terms and Conditions of the Notes -- Condition 3: Status and Limited Recourse" herein and the terms of
the applicable Supplement. The terms of any such Series will further provide that, upon such payment and/or delivery in full in accordance with the foregoing
provisions, claims in respect of any balance on the Notes of such Series which would, but for the operation of such provisions, have been payable, shall be
extinguished. Recourse in respect of Obligations other than Notes will be limited in the manner described in the documentation relating thereto.
The Notes will be issued on a continuing basis to one or more of the Dealers specified on page 7 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"). The Dealer or Dealers with whom the Issuer agrees
or proposes to agree on the issue of any Notes is or are referred to as the "relevant Dealer" in respect of those Notes.
The Notes will not contain any provision that would oblige the Issuer to gross-up any amounts payable in respect of interest or principal in the event of any withholding
or deduction for or on account of taxes levied in any jurisdiction (including the Netherlands and the United Kingdom).
Application has been made to list the Notes issued under the Programme during the period of twelve months commencing on the date hereof on the Luxembourg Stock
Exchange. The Programme provides that Notes may be listed on such further or other stock exchanges as the Issuer may decide. The applicable Supplement will specify
whether or not Notes are listed on the Luxembourg Stock Exchange and/or any other stock Exchange(s). In the case of Notes listed on the Luxembourg Stock Exchange the
Issuer will deliver to the Luxembourg Stock Exchange a Supplement describing the terms of the Notes. The Issuer may also issue unlisted Notes.
This Offering Circular should be read and construed in conjunction with each relevant Supplement, which shall be deemed to be incorporated in, and to form part of, this
Offering Circular and which shall be deemed to modify or supersede the contents of this Offering Circular to the extent that a statement contained in any such document is
inconsistent with such contents.
Notes of any Series may be issued in bearer form or, alternatively, in registered form if Notes of such Series are to be sold to qualified institutional buyers ("QIBs")
within the meaning of Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act") or to accredited investors within the meaning of Regulation D under
the Securities Act. See "Summary of the Programme and of the Terms and Conditions of the Notes - Form" and "Form of Notes".
For so long as any Notes issued in registered form are listed on the Luxembourg Stock Exchange, a transfer agent ("Transfer Agent") will be maintained in Luxembourg.
This Offering Circular replaces and supersedes the Offering Circular of ING Bank N.V. dated 23 July 2003.
Particular attention is drawn to the section in this Offering Circular entitled "Risk Factors"
Arranger
ING Bank N.V.
Dealers
ING Bank N.V., London Branch
ING Financial Markets LLC
ING Bank N.V., Hong Kong Branch
ING Bank N.V.
ING Bank N.V., Seoul Branch
ING Bank N.V., Singapore Branch
The date of this Offering Circular is 13 July 2004
This Offering Circular supersedes and replaces the Offering Circular dated 23 July 2003.


The Issuer accepts responsibility for the information contained in this Offering Circular. To the best of the
knowledge and belief of the Issuer the information contained in this Offering Circular is in accordance with
the facts and does not omit anything likely to affect the import of such information.
This Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see "Documents Incorporated by Reference" on page 6). This Offering Circular shall be
read and construed on the basis that such documents are incorporated and form part of this Offering Circular.
The Dealers have not separately verified the information contained herein. Accordingly, no representation,
warranty or undertaking, express or implied, is made and no responsibility is accepted by the Dealers as to the
accuracy or completeness of the information contained in this Offering Circular or any other information
provided by the Issuer. The Dealers do not accept any liability in relation to the information contained in this
Offering Circular or any other information provided by the Issuer in connection with the Programme.
No person has been authorised to give any information or to make any representation not contained in or not
consistent with this Offering Circular or any other information supplied in connection with the Programme
and, if given or made, such information or representation must not be relied upon as having been authorised
by the Issuer or any of the Dealers.
Neither this Offering Circular nor any other information supplied in connection with this Programme
(i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a
recommendation by the Issuer or any of the Dealers that any recipient of this Offering Circular or any
other information supplied in connection with the Programme should purchase any Notes or enter into
other Obligations. Structured securities and other obligations are sophisticated instruments, can
involve a high degree of risk and are intended for sale only to those investors capable of understanding
the risks entailed in such instruments and who are aware of the inherent country risks linked to the
Reference Obligations (as defined below). Prospective purchasers of the Notes and counterparties to
other Obligations should ensure that they understand the nature of the Obligations and the extent of
their exposure to risk and that they consider the suitability of the Obligations as an investment in the
light of their own circumstances and financial condition. Prospective purchasers of the Notes and
Counterparties to other Obligations should conduct their own investigations and, in deciding whether
or not to purchase Notes or enter into other Obligations, should form their own views of the merits of
an investment related to the Obligations based upon such investigations and not in reliance upon any
information given in this document and the applicable Supplement. In particular, each investor
contemplating purchasing any Notes or entering into any other Obligations should make its own
appraisal of the creditworthiness, of the issuer of the relevant Reference Obligations or the Relevant
Obligor or, as the case may be, of the risks inherent in the Obligations relating to the Relevant
Jurisdiction or other Governmental Authority, any Market Rate or Market Price, in each as may be
relevant to such Notes. If in doubt potential investors are strongly recommended to consult with their
financial advisers before making any investment decision. Neither this Offering Circular nor any other
information supplied in connection with the Programme constitutes an offer or invitation by or on
behalf of the Issuer or any of the Dealers to any person to subscribe for or to purchase any Notes or
enter into any other Obligations.
The delivery of this Offering Circular does not at any time imply that the information contained herein
concerning the Issuer is correct at any time subsequent to the date hereof or that 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 expressly do not undertake to review the financial condition or
affairs of the Issuer during the life of the Programme. Investors should review, inter alia, the most recent non-
consolidated or consolidated financial statements, if any, of the Issuer when deciding whether or not to
purchase any Notes.
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The distribution of this Offering Circular and the entering into, offering or sale of Obligations may be
restricted by law in certain jurisdictions. Persons into whose possession this Offering Circular comes must
inform themselves about, and observe, any such restrictions. In particular, there are restrictions on the
distribution of this Offering Circular and the offer of sale of Notes in the United States, the United Kingdom
and the Netherlands (see "Subscription and Sale" on page 86).
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 THE NOTES
OR THE ACCURACY OR THE ADEQUACY OF THIS OFFERING CIRCULAR. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES,
AND 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")). THIS OFFERING CIRCULAR HAS BEEN PREPARED
BY THE ISSUER FOR USE IN CONNECTION WITH THE OFFER AND SALE OF THE NOTES
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 UNDER THE SECURITIES ACT (" RULE 144A") AND A LIMITED NUMBER OF
ACCREDITED INVESTORS AS DEFINED IN RULE 501(a) OF REGULATION D UNDER THE
SECURITIES ACT (" ACCREDITED INVESTORS"). PROSPECTIVE PURCHASERS ARE HEREBY
NOTIFIED THAT SELLERS OF THE NOTES MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A. FOR A
DESCRIPTION OF THESE AND CERTAIN FURTHER RESTRICTIONS ON OFFERS AND SALES OF
THE NOTES AND DISTRIBUTION OF THIS OFFERING CIRCULAR, SEE "SUBSCRIPTION AND
SALE" AND "TRANSFER RESTRICTIONS".
TO NEW HAMPSHIRE RESIDENTS: NEITHER THE FACT THAT A REGISTRATION STATEMENT OR
AN APPLICATION FOR A LICENSE 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.
For as long as any of the Notes remain outstanding and are "restricted securities" within the meaning of Rule
144(a)(3) under the Securities Act, the Issuer will, during any period in which it is not subject to Section 13 or
15(d) under the U.S. Securities Exchange Act of 1934 (the "Exchange Act"), nor exempt from reporting
pursuant to Rule 12g3-2(b) under such Act, make available, upon request, to any person in whose name the
Global Certificate (as defined below) representing the Notes is registered, to any owner of a beneficial interest
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in the Global Certificate, to a prospective purchaser of a Note or beneficial interest therein who is a qualified
institutional buyer within the meaning of Rule 144A designated by any such person or beneficial owner, or to
the Registrar for delivery to any such person, beneficial owner or prospective purchaser, as the case may be,
in connection with the resale of a beneficial interest in the Global Certificate by such person or beneficial
owner, the information specified in Rule 144A(d)(4) under the Securities Act.
All references in this document to "U.S. dollars", "U.S.$" and "USD" refer to the currency of the United
States of America and those to "euro" are to the currency introduced on 1 January 1999 pursuant to the treaty
establishing the European Community.
In connection with the issue and distribution of any Tranche of Notes, the Dealer (if any) disclosed as the
stabilising manager in the applicable Supplement or any person acting for him may over-allot or effect
transactions with a view to supporting the market price of the Notes of the Series (as defined in "Terms and
Conditions of the Notes") of which such Tranche forms part at a level higher than that which might otherwise
prevail for a limited period after the issue date. However, there may be no obligation on the stabilising
manager or any agent of his to do this. Such stabilising, if commenced, may be discontinued at any time, and
must be brought to an end after a limited period. Such stabilising shall be in compliance with all relevant laws
and regulations. In relation to Notes to be listed on Euronext Amsterdam, stabilising will be effected in
accordance with Article 32 of the Further Regulations on Market Conduct Supervision on the Securities Trade
2002 (Nadere Regeling gedragstoezicht effectenverkeer 2002) and the rules of Euronext Amsterdam, and, in
any event, will be discontinued 30 days after the Closing Date applicable to such Notes.
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TABLE OF CONTENTS
Page
DOCUMENTS INCORPORATED BY REFERENCE..................................................................................................6
SUMMARY OF THE PROGRAMME AND OF THE TERMS AND CONDITIONS OF THE NOTES............7
RISK FACTORS.................................................................................................................................................................13
TERMS AND CONDITIONS OF THE NOTES...........................................................................................................14
USE OF PROCEEDS .........................................................................................................................................................36
FORM OF THE NOTES....................................................................................................................................................37
CLEARING AND SETTLEMENT..................................................................................................................................41
TRANSFER RESTRICTIONS.........................................................................................................................................46
DESCRIPTION OF THE SUPPLEMENT .....................................................................................................................49
ING BANK N.V. ..................................................................................................................................................................56
UNITED STATES TAXATION........................................................................................................................................72
UNITED KINGDOM TAXATION..................................................................................................................................81
EU DIRECTIVE ON THE TAXATION OF SAVINGS INCOME............................................................................82
NETHERLANDS TAXATION.........................................................................................................................................83
SUBSCRIPTION AND SALE..........................................................................................................................................86
GENERAL INFORMATION............................................................................................................................................89
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DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this Offering Circular:
(a)
the audited annual accounts of the Issuer and its consolidated subsidiaries together with the
relevant auditor's report for the financial years ended 31 December 2002 and 31 December
2003 and the most recently available published semi-annual interim financial statements of
the Issuer and its consolidated subsidiaries;
(b)
the Articles of Association (Statuten) of the Issuer; and
(c)
all supplements to this Offering Circular circulated by the Issuer from time to time in
accordance with the undertakings given by the Issuer in the Dealer Agreement (as defined in
"Subscription and Sale" below),
save that any statement contained herein or in a document which is incorporated by reference herein shall be
deemed to be modified or superseded for the purpose of this Offering Circular to the extent that a statement
contained in any such subsequent document which is deemed to be incorporated by reference herein modifies
or supersedes such earlier statement (whether expressly, by implication or otherwise).
The Issuer will provide, without charge, to each person to whom a copy of this Offering Circular has been
delivered, upon the oral or written request of such person, a copy of any or all of the documents which are
incorporated herein by reference. Written or telephone requests for such documents should be directed to the
Issuer at its registered office set out at the end of this Offering Circular.
Additionally, as long as the Notes are listed on the Luxembourg Stock Exchange, the documents incorporated
by reference will be available free of charge to any interested person or party at the offices of the Paying
Agent in Luxembourg.
Additionally, as long as the Notes are listed on Euronext Netherlands, the documents incorporated by
reference will be available free of charge to any interested person or party at the offices of the Paying Agent
in Amsterdam.
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SUMMARY OF THE PROGRAMME AND
OF THE TERMS AND CONDITIONS OF THE NOTES
The following summary does not purport to be complete and is taken from, and is qualified by, the remainder
of this Offering Circular and, in relation to the terms and conditions of any particular Tranche of Notes, the
applicable Supplement. Words and expressions not otherwise defined herein shall have the meanings set forth
in "Terms and Conditions of the Notes" below or in the applicable Supplement.
Issuer:
ING Bank N.V.
Description:
Limited Recourse Obligation Programme
Arranger:
ING Bank N.V.
Dealers:
ING Bank N.V.
ING Financial Markets LLC
ING Bank N.V., London Branch
ING Bank N.V., Hong Kong Branch
ING Bank N.V., Seoul Branch
ING Bank N.V., Singapore Branch
Limited Recourse:
The terms of any Series of Notes may provide that the Issuer
may be entitled to (a) suspend, postpone or cancel its
obligations to pay principal and interest on the Notes, (b)
redeem the Notes in whole or in part at their Recovery Amount
and/or (c) deliver any relevant Reference Obligations in lieu of
any obligation to pay the Recovery Amount upon the
occurrence of any event described in the Supplement relating to
such Series. Such event may relate to:
(i)
a Credit Event (which may include a failure by any
Reference Obligor to make any payments due in
respect of any Reference Obligations, the default
by the Reference Obligor in the payment of any
other indebtedness in excess of a specified
threshold amount, and the dissolution, insolvency,
winding-up, liquidation or other analogous event in
respect of any Reference Obligor); and/or
(ii)
a Tax Event (which may include the imposition of
any withholding or deduction in respect of any
payment to be made in respect of any Reference
Obligation); and/or
(iii)
a Swap Termination Event (where any related
hedge agreement is terminated early in accordance
with its terms); and/or
(iv)
a Convertibility Event (which may include the
general unavailability of an appropriate spot rate of
exchange for any particular currencies or the
inability of the Issuer, as a result of the imposition
of any exchange controls relating to the currency in
which the Reference Obligations are denominated
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or otherwise, to convert amounts from one
specified currency to another); and/or
(v)
the occurrence of any event specified in the
applicable Supplement relating to any specified
Market Price or Market Rate; and/or
(vi)
any other circumstance as provided in the
applicable Supplement.
Payment by the Issuer of any Recovery Amount and/or
delivery by the Issuer of any Reference Obligations made in
accordance with the provisions of the applicable
Supplement shall satisfy the obligations of the Issuer with
respect to the Notes of the relevant Series and Noteholders
shall have no claim in respect of any amounts which would,
but for the operation of the provisions of such Supplement,
have been payable in respect of such Notes.
Form of Notes:
Bearer Notes: Notes of each Tranche of each Series to be
issued in bearer form ("Bearer Notes" comprising a "Bearer
Series") will initially be represented by interests in a temporary
global note or by a permanent global note, in either case in
bearer form (a "Temporary Global Note" and a "Permanent
Global Note", respectively), without interest coupons, which
will be deposited either with (i) a common depositary on behalf
of Clearstream Banking, société anonyme ("Clearstream,
Luxembourg") and Euroclear Bank S.A./N.V., as operator of
the Euroclear System ("Euroclear") or (ii) "Nederlands
Centraal Instituut voor Giraal Effectenverkeer B.V."
("Euroclear Netherlands") on the relevant issue date. Interests
in a Temporary Global Note will be exchangeable, in whole or
in part, for interests in a Permanent Global Note or for Bearer
Notes in definitive form ("definitive Bearer Notes") (to which
interest coupons will be attached, in the case of interest-bearing
Notes) on or after the date 40 days after the later of the
commencement of the offering and the relevant issue date (the
"Exchange Date"), upon certification as to non-U.S. beneficial
ownership. In the case of Euroclear Netherlands the Exchange
Date is not more than 90 days after the Temporary Global Note
issue date.
Registered Notes: Notes of any Series will be represented
initially either by one or more global Certificates held by, or on
behalf of, The Depository Trust Company (the "DTC Global
Certificates") or by one or more global Certificates held in
Clearstream, Luxembourg and Euroclear (the "Non-DTC
Global Certificates") or by Registered Notes in definitive form
("Certificates").
The following provisions will apply to DTC Global
Certificates
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Notes of each Tranche of each Series to be issued in
registered form ("Registered Notes" comprising a
"Registered Series") which are sold in an "offshore
transaction" within the meaning of Regulation S, will
initially be represented at the Issuer's option by interests in
one or more global unrestricted registered Certificates
(each an "Unrestricted DTC Global Certificate"), without
interest coupons, which will be deposited with a custodian
for, and registered in the name of a nominee of, DTC on its
issue date. Until the expiration of 40 days after the later of
the commencement of the offering of a Tranche of a
Registered Series and the issue date thereof, beneficial
interests in an Unrestricted DTC Global Certificate may be
held only through Euroclear or Clearstream, Luxembourg.
Notes of each Tranche of each Registered Series which are
sold to QIBs pursuant to Rule 144A, as referred to in and
subject to the transfer restrictions described in
"Subscription and Sale" and "Transfer Restrictions", will
initially be represented, at the Issuer's option, by one or
more global restricted registered Certificates (each a
"Restricted DTC Global Certificate"), without interest
coupons, which will be deposited with a custodian for, and
registered in the name of a nominee of, DTC on its issue
date.
The following provisions will apply to Non-DTC Global
Certificates
Notes of each Tranche of each Registered Series which are
sold in an "offshore transaction" within the meaning of
Regulation S, will initially be represented at the Issuer's
option by interests in one or more global unrestricted
registered Certificates (each an "Unrestricted Non-DTC
Global Certificate"), without interest coupons, which will
be deposited with, and registered in the name of a nominee
for, a common depositary for Euroclear and Clearstream,
Luxembourg on its issue date. Until the expiration of 40
days after the later of the commencement of the offering
of a Tranche of a Registered Series and the issue date
thereof, beneficial interests in an Unrestricted Non-DTC
Global Certificate may be held only through Euroclear or
Clearstream, Luxembourg. Notes of each Tranche of each
Registered Series which are sold to QIBs pursuant to Rule
144A, as referred to in and subject to the transfer
restrictions described in "Subscription and Sale" and
"Transfer Restrictions", will initially be represented, at the
Issuer's option, by one or more global restricted registered
Certificates (each a "Restricted Non-DTC Global
Certificate"), without interest coupons, which will be
deposited with, and registered in the name of a nominee
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for, a common depositary for Euroclear and Clearstream,
Luxembourg on its issue date.
Registered Notes sold to Accredited Investors
Notes of each Tranche of each Registered Series which are
sold to accredited investors within the meaning of Rule
501(a) of Regulation D under the Securities Act
("Accredited Investors"), as referred to in and subject to
the transfer restrictions described in "Subscription and
Sale" and "Transfer Restrictions", will initially be
represented, at the Issuer's option, by Certificates or by
interests in a Restricted DTC Global Certificate held by a
Dealer on behalf of the beneficial owner thereof.
Certificates will not be issued in exchange for Restricted
DTC Global Certificates except in certain limited
circumstances as described herein.
Notes represented by Restricted DTC Global Certificates are
expected to be designated eligible for trading in The Portal
Market of The Nasdaq Stock Market, Inc. ("Portal").
Form of other Obligations
Obligations may also be in the form of other financial
transactions including Loans. The terms of such other
Obligations will be set out in separate documentation relating
thereto.
Regulatory Matters:
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.
Fiscal Agent:
JPMorgan Chase Bank.
Size:
Up to U.S.$12,000,000,000 (or its equivalent in other
currencies) aggregate nominal amount of Obligations
outstanding at any time. The Issuer may increase the amount of
the Programme in accordance with the terms of the Programme
Agreement and, in such case, a supplemental Offering Circular
will published.
Distribution:
Notes may be distributed by way of private placement or public
offering which may, in the latter case, be on a syndicated or
non-syndicated basis.
Currencies:
Notes may be issued in U.S. dollars or subject to compliance
with all relevant laws, regulations and directives, in other
currencies if the Issuer and the relevant Dealer(s) so agree.
Maturities:
Any maturity, subject to a minimum maturity of one month, as
indicated in the applicable Supplement or such other minimum
or maximum maturity as may be allowed or required from time
to time by the relevant central bank (or equivalent body) or any
laws or regulations applicable to the Issuer or the relevant
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