Obligation Oï 4.5% ( XS0221854200 ) en EUR

Société émettrice Oï
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Pays  Bresil
Code ISIN  XS0221854200 ( en EUR )
Coupon 4.5% par an ( paiement annuel ) - Obligation en défaut, paiements suspendus
Echéance 15/06/2025



Prospectus brochure de l'obligation Oi XS0221854200 en EUR 4.5%, échéance 15/06/2025


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Description détaillée Oi! est un mouvement musical et culturel né au Royaume-Uni dans les années 1970, caractérisé par des paroles nationalistes et des styles musicaux empruntés au punk et au skinhead.

L'Obligation émise par Oï ( Bresil ) , en EUR, avec le code ISIN XS0221854200, paye un coupon de 4.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/06/2025







OFFERING CIRCULAR
Dated 1 June 2012
Portugal Telecom International Finance B.V.
(a private company with limited liability incorporated under the laws of The Netherlands, and having its corporate seat
in Amsterdam, The Netherlands)
Portugal Telecom, SGPS, S.A.
(incorporated with limited liability under the laws of the Portuguese Republic)
C7,500,000,000
Euro Medium Term Note Programme
With the benefit of a Keep Well Agreement (where the Issuer is PTIF) given by
PORTUGAL TELECOM, SGPS, S.A.
(incorporated with limited liability under the laws of the Portuguese Republic)
and with the benefit of a Keep Well Agreement (where the Issuer is PTIF) given by
PT COMUNICAC
¸ O
~ ES, S.A.
(incorporated with limited liability under the laws of the Portuguese Republic)
On 17 December 1998 Portugal Telecom International Finance B.V. (``PTIF'') established a A2,000,000,000 Global Medium Term Note Programme (the ``Original
Programme'') and issued an Offering Circular on that date describing the Original Programme. PTIF amended the Original Programme and the maximum nominal amount of
outstanding Notes (as defined below) was increased to A7,500,000,000 pursuant to an Offering Circular dated 7 November 2006 and the Original Programme was further
amended pursuant to Offering Circulars dated 17 December 2008 and 16 June 2011. This Offering Circular has been prepared in connection with the B7,500,000,000 Euro
Medium Term Note Programme (the ``Programme'') and supersedes any previous Offering Circular and is valid for a period of one year from the date hereof.
Pursuant to the Programme, PTIF and Portugal Telecom, SGPS, S.A. (``PT'') (each an ``Issuer'' and together the ``Issuers'') may from time to time issue Notes
(the ``Notes'') denominated in any currency agreed between the relevant Issuer and the relevant Dealer (as defined below). Any Notes issued under the Programme on or
after the date of this Offering Circular are issued subject to the provisions described herein. This does not affect any Notes issued prior to 20 December 2000, which have
the benefit of a deed of purchase of indebtedness given by PT.
PTIF has the benefit of a Keep Well Agreement between PT and PTIF and a Keep Well Agreement between PT Comunicac¸o~es, S.A. (``PTC'') and PTIF (together
the ``Keep Well Agreements'' and each a ``Keep Well Agreement'') (PT and PTC are each a ``Keep Well Provider'' and together, the ``Keep Well Providers'') as more fully
described in ``Relationship of Portugal Telecom International Finance B.V. with Portugal Telecom, SGPS, S.A. and PT Comunicac¸o~es, S.A.''.
Notes may be issued by PTIF in bearer or registered form (respectively ``Bearer Notes'' and ``Registered Notes'') and in book-entry form by PT (``Book Entry
Notes''). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed A7,500,000,000 (or its equivalent in
other currencies calculated as described herein), subject to increase as described herein.
Notes may be issued on a continuing basis to one or more of the Dealers specified under ``Overview of the Programme'' and any additional Dealer appointed
under the Programme from time to time by the Issuers (each a ``Dealer'' and together the ``Dealers''), which appointment may be for a specific issue or on an ongoing
basis. References in this Offering Circular 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 subscribe for such Notes or, in the case of a syndicated issue of Notes, the Lead Manager of such issue, as the case may be.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see ``Risk Factors''.
Applications have been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the
``UK Listing Authority'') for Notes issued under the Programme during the period of 12 months from the date of this Offering Circular to be admitted to the official list
of the UK Listing Authority (the ``Official List'') and to the London Stock Exchange plc (the ``London Stock Exchange'') for such Notes to be admitted to trading on
the London Stock Exchange's regulated market. References in this Offering Circular to Notes being listed (and all related references) shall mean that such Notes have
been admitted to trading on the London Stock Exchange's regulated market and have been admitted to the Official List. The London Stock Exchange's regulated market
is a regulated market for the purposes of Directive 2004/39/EC (the ``Markets in Financial Instruments Directive''). 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 (as
defined under ``Terms and Conditions of the Notes'') of Notes will be set out in a final terms supplement (the ``Final Terms'') which, with respect to Notes to be listed
on the London Stock Exchange, will be delivered to the UK Listing Authority and the London Stock Exchange.
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 and/or Notes not admitted to trading on any market.
See ``Form of the Notes'' for a description of the manner in which Notes will be issued.
The relevant Issuer may agree with any Dealer and Citigroup Trustee Company Limited (the ``Trustee'') 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 the Offering Circular, if appropriate, will be made available which will describe the
effect of the agreement reached in relation to such Notes.
Each Issuer and the Programme have been rated BBB by Fitch Ratings Ltd., Ba2 by Moody's Investors Service Espan~a SA and BB+ by Standard & Poor's
Credit Market Services France SAS. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any
time by the assigning rating organisation.
As at the date of this Offering Circular, each of the rating agencies Fitch Ratings Ltd., Moody's Investors Service Espan~a SA and Standard & Poor's Credit
Market Services France SAS is established in the European Union and registered under Regulation (EC) No. 1060/2009 (as amended) (the ``CRA Regulation'').
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 section 102B of the Financial Services and Markets Act 2000 (``FSMA''), PT may be responsible to the Investor for the Offering Circular under
section 90 of FSMA, only if PT has authorised that Offeror to make the offer to the Investor. Each Investor should therefore enquire whether the Offeror is so
authorised by PT. If the Offeror is not authorised by PT, the Investor should check with the Offeror whether anyone is responsible for the Offering Circular for the
purposes of section 90 of FSMA 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
Offering Circular and/or who is responsible for its contents it should take legal advice.
The rating of certain Series 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 Series of Notes will be issued by a credit rating agency established in the European Union and registered under CRA Regulation will be
disclosed in the applicable Final Terms.
Global Arranger
BofA Merrill Lynch
Domestic Arrangers
Banco BPI, S.A.
Caixa Geral de Depo
´sitos, S.A.
Espi´rito Santo Investment
Millennium investment banking
Dealers
Banco Bilbao Vizcaya Argentaria, S.A.
Banco BPI, S.A.
Barclays
BB Securities
BNP PARIBAS
BofA Merrill Lynch
Caixa Geral de Depo
´sitos, S.A.
Citigroup
Cre
´dit Agricole CIB
Deutsche Bank
Espi´rito Santo Investment Bank
Goldman Sachs International
HSBC
Millennium Investment Banking
Mizuho International plc
Morgan Stanley
UBS Investment Bank


This Offering Circular comprises a base prospectus for the purposes of Article 5.4 of Directive
2003/71/EC (the ``Prospectus Directive'') to the extent such amendments have been implemented in a
relevant Member State of the European Economic Area. This Prospectus comprises a base prospectus
with regard to each of (i) PT and each of its subsidiary undertakings (the ``PT Prospectus'') and (ii)
with the exception of the information contained in the section entitled ``Summary of the Programme'',
PTIF (the ``PTIF Prospectus'').
PTIF and each Keep Well Provider accepts responsibility for the information contained in the
PTIF Prospectus. To the best of the knowledge and belief of PTIF and each Keep Well Provider (each
having taken all reasonable care to ensure that such is the case) the information contained in the PTIF
Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such
information.
PT accepts responsibility for the information contained in the PT Prospectus. To the best of the
knowledge and belief of PT (having taken all reasonable care to ensure that such is the case) the
information contained in the PT 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 Offering
Circular in connection with an offer of Notes are the persons named in the applicable Final Terms as the
relevant Dealer or the Managers 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, ALLOCATIONS 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 OFFERING CIRCULAR 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
Copies of Final Terms will be available from the registered office of the relevant Issuer and the
specified office set out below of each of the Paying Agents (as defined below).
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''). This Offering Circular
shall be read and construed on the basis that such documents are incorporated and form part of this
Offering Circular. The content of any websites referred to herein are neither incorporated in nor form
part of this Offering Circular.
None of the Dealers nor the Trustee have independently 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 or incorporated in this Offering Circular or any other information provided by
either Issuer or PTC in connection with the Programme. None of the Dealers nor the Trustee accept any
liability in relation to the information contained or incorporated by reference in this Offering Circular or
any other information provided by either Issuer or (if relevant) either keep well Provider in connection
with the Programme.
No person is or has been authorised by either Issuer or (if relevant) either Keep Well Provider or
the Trustee 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 or the
Notes and, if given or made, such information or representation must not be relied upon as having been
authorised by either Issuer and/or (if relevant) either Keep Well Provider or any of the Dealers or the
Trustee.
Neither this Offering Circular 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 by either Issuer and/or (if relevant) either Keep Well
2


Provider or any of the Dealers or the Trustee that any recipient of this Offering Circular 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 the relevant Issuer and
PTC. Neither this Offering Circular nor any other information supplied in connection with the
Programme or the issue of any Notes constitutes an offer or invitation by or on behalf of either Issuer
and/or (if relevant) either Keep Well Provider or any of the Dealers or the Trustee to any person to
subscribe for or to purchase any Notes.
Neither the delivery of this Offering Circular nor the offering, sale, or delivery of any Notes shall
in any circumstances imply that the information contained herein concerning either Issuer and/or (if
relevant) either Keep Well Provider 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 and the Trustee expressly do not
undertake to review the financial condition or affairs of either Issuer or PTC during the life of the
Programme or to advise any investor in the Notes of any information coming to their attention.
Investors should review, inter alia, the most recently published interim financial statements (if any) of
PT and, if applicable, PTIF and PTC (as and when published), as well as all published audited annual
financial statements of PT and, if applicable, PTIF and PTC and, if published later, the most recently
published documents incorporated by reference into this Offering Circular, when deciding whether or not
to purchase any Notes.
The Notes have not been and will not be registered under the United States Securities Act of 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, or for the
account or benefit of, U.S. persons (as defined in Regulation S) unless the Notes are registered under
the Securities Act or an exemption from the registration requirements of the Securities Act is available.
(see ``Subscription and Sale'' below).
Bearer Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered
within the United States or its possessions or to United States persons, except in certain transactions
permitted by U.S. Treasury regulations. Terms used in this paragraph have the meanings given to them
by the U.S. Internal Revenue Code of 1986 and the regulations promulgated thereunder.
This Offering Circular 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 Offering Circular and the offer or sale of Notes may be restricted
by law in certain jurisdictions. None of the Issuers, PTC, the Dealers nor the Trustee represent that this
Offering Circular 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 assumes any responsibility for facilitating any such distribution or
offering. In particular, no action has been taken by the Issuers, PTC, the Dealers or the Trustee which
is intended to permit a public offering of any Notes or distribution of this Offering Circular in any
jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold,
directly or indirectly, and neither this Offering Circular 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. Persons into whose possession this Offering
Circular or any Notes may come must inform themselves about, and observe, any such restrictions on the
distribution of this Offering Circular and the offering and sale of Notes. In particular, there are
restrictions on the distribution of this Offering Circular and the offer or sale of Notes in the United
States, the European Economic Area (including the United Kingdom, Portugal, Spain and The
Netherlands) and Japan (see ``Subscription and Sale'' below).
In making an investment decision, investors must rely on their own examination of the relevant
Issuer, each Keep Well Provider (if relevant) and the terms of the Notes being offered, including the
merits and risks involved.
None of the Dealers, the Issuers, PTC and the Trustee makes any representation to any investor in
the Notes regarding the legality of its investment under any applicable laws.
3


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 its own circumstances. In particular, each
potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained or incorporated by
reference in this Offering Circular or any applicable supplement;
(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of
its particular financial situation, an investment in the Notes and the impact the Notes will
have on its overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including Notes with principal or interest payable in one or more currencies, or where
the currency for principal or interest payments is different from the potential investor's
currency;
(iv) understand thoroughly the terms of the Notes and be familiar with the behaviour of any
relevant indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear
the applicable risks.
Some Notes are complex financial instruments. Sophisticated institutional investors generally do not
purchase complex financial instruments as stand-alone investments. They purchase complex financial
instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition
of risk to their overall portfolios. A potential investor should not invest in Notes which are complex
financial instruments unless it has the expertise (either alone or with a financial adviser) to evaluate how
the Notes will perform under changing conditions, the resulting effects on the value of the Notes and the
impact this investment will have on the potential investor's overall investment portfolio.
Legal investment considerations may restrict certain investments. The investment activities of
certain investors are subject to legal investment laws and regulations, or review or regulation by certain
authorities. Each potential investor should consult its legal advisers to determine whether and to what
extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of
borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions
should consult their legal advisors or the appropriate regulators to determine the appropriate treatment
of Notes under any applicable risk-based capital or similar rules.
All references in this document to U.S. dollars, U.S.$ and $ refer to the currency of the United
States of America, to euro and C 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, references to real, reais or R$ refer to Brazilian Reais, to Japanese Yen, Yen and
¥ refer to the currency of Japan and to Sterling and £ refer to the currency of the United Kingdom.
4


FORWARD LOOKING STATEMENTS
Certain statements contained or incorporated by reference in this Offering Circular, including
those statements contained under the captions ``Portugal Telecom'' and ``General Information'' are
not statements of historical fact and are ``forward looking statements'' within the meaning of Section
27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended
(the ``Exchange Act''). Such statements can be generally identified by the use of forward looking
terms such as ``believes'', ``estimates'', ``expects'', ``should'', ``may'', ``will'', or ``anticipates'', the
negatives of such terms, or comparable terms or by discussions of strategy that involve risks and
uncertainties. In addition to the statements contained in this Offering Circular, PT (or directors or
executive officers of PT authorised to speak on behalf of PT) from time to time may make forward
looking statements, orally or in writing, regarding PT and its business, including in press releases,
oral presentations, filings under the Securities Act, the Exchange Act, or securities laws of other
countries, and filings with the Commission, the New York Stock Exchange or other stock exchanges.
Forward-looking statements are not guarantees of performance. They involve risks, uncertainties
and assumptions. Although PT makes such statements based on assumptions that PT believes to be
reasonable, there can be no assurance that actual results will not differ materially from PT's
expectations. Many of the factors that will determine these results are beyond PT's ability to control
or predict. PT does not intend to review or revise any particular forward-looking statements
referenced in this Offering Circular in light of future events or to provide reasons why actual results
may differ. Investors are cautioned not to put undue reliance on any forward-looking statements.
Any of the following important factors, and any of those important factors described elsewhere
in this Offering Circular or in any of PT's filings with the Commission, among other things, could
cause PT's results to differ from any results that might be projected, forecast or estimated by PT in
any such forward-looking statements:
*
material adverse changes in economic conditions in Portugal or Brazil;
*
exchange rate fluctuations in the Brazilian Real and the U.S. dollar;
*
risks and uncertainties related to national and supranational regulation;
*
increased competition resulting from further liberalisation of the telecommunications sector
in Portugal and Brazil;
*
the development and marketing of new products and services and market acceptance of
such products and services; and
*
the adverse determination of disputes under litigation.
5


TABLE OF CONTENTS
Page
Summary of the Programme ............................................................................................................
7
Overview of the Programme.............................................................................................................
12
Documents Incorporated by Reference ............................................................................................
17
Risk Factors .....................................................................................................................................
18
General Description of the Programme ...........................................................................................
39
Form of the Notes ............................................................................................................................
40
Form of Final Terms........................................................................................................................
45
Terms and Conditions of the Notes .................................................................................................
74
Use of Proceeds ................................................................................................................................
106
Relationship of Portugal Telecom International Finance B.V. with Portugal Telecom, SGPS, S.A.
and PT Comunicac¸o~es, S.A. .............................................................................................................
107
Portugal Telecom, SGPS, S.A. .........................................................................................................
113
Financial Statements of Portugal Telecom, SGPS, S.A. ..................................................................
203
Portugal Telecom International Finance B.V...................................................................................
207
PT Comunicac¸o~es, S.A. ....................................................................................................................
212
Book-Entry Clearance Systems ........................................................................................................
215
Taxation............................................................................................................................................
217
Subscription and Sale .......................................................................................................................
226
General Information .........................................................................................................................
231
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
stabilising manager(s) (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 person(s) acting on behalf of any Stabilising Manager(s)) in accordance with
all applicable laws and rules.
6


SUMMARY OF THE PROGRAMME
This summary must be read as an introduction to this Offering Circular in respect of issues by PT and
any decision to invest in any Notes should be based on a consideration of this Offering Circular as a
whole, including any 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 in respect of this Summary,
including any translation hereof, unless it is misleading, inaccurate or inconsistent when read together
with the other parts of this Offering Circular. Where a claim relating to information contained in this
Offering Circular 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 Offering Circular before the legal proceedings are initiated.
Words and expressions defined in ``Form of the Notes'' and ``Terms and Conditions of the Notes''
shall have the same meanings in this summary.
Issuers:
Portugal Telecom International Finance B.V. (for the purposes of Notes to
be issued pursuant to the PTIF Prospectus only, of which this summary
does not form part); and
Portugal Telecom, SGPS, S.A.
Keep Well Providers:
Where the Issuer is PTIF, Portugal Telecom, SGPS, S.A. and PT
Comunicac¸o~es, S.A.
Risk Factors:
There are certain factors that may affect the relevant Issuer's ability to fulfil
its obligations and/or, where the Issuer is PTIF, each of the Keep Well
Providers' ability to fulfil its obligations under the Keep Well Agreements.
These are set out under ``Risk Factors'' below and include risks related to
the specific nature of each Issuer, shareholder structure, ratings, market
conditions, competition in the telecommunications industry, market
development, European Commission's decisions, regulatory framework,
PT's concession and licenses, exchange rates and interest rate fluctuations,
investments in Brazil and other international investments. In addition, there
are certain factors which are material for the purpose of assessing the
Market Risks associated with the Notes issued under the Programme. These
are set out under ``Risk Factors'' below and include the fact that certain
risks related to the structure of a particular issue of Notes and certain
market risks.
Description:
Euro Medium Term Note Programme
Global Arranger:
Merrill Lynch International
Dealers:
Banco Bilbao Vizcaya Argentaria, S.A.
Banco BPI, S.A.
Banco Comercial Portugue^s, S.A.
Banco Espi´rito Santo de Investimento, S.A.
Barclays Bank PLC
BB Securities Limited
BNP Paribas
Caixa Geral de Depo´sitos, S.A.
Citigroup Global Markets Limited
Cre´dit Agricole Corporate and Investment Bank
Deutsche Bank AG, London Branch
Goldman Sachs International
HSBC Bank plc
Merrill Lynch International
Mizuho International plc
Morgan Stanley & Co. International plc
UBS Limited
7


and any other Dealers appointed in accordance with the Programme
Agreement.
Trustee:
Citicorp Trustee Company Limited
Principal Paying Agent:
Citibank, N.A., London office
Portuguese Paying Agent:
Citibank International Plc, Sucursal em Portugal
Registrar:
Citibank, N.A., New York office
Programme Size:
Up to A7,500,000,000 (or its equivalent in other currencies calculated as
described under ``General Description of the Programme'' below)
outstanding at any time. The Issuers and PTC may increase the amount
of the Programme in accordance with the terms of the Programme
Agreement.
Distribution:
Notes may be distributed by way of private or public placement and in each
case on a syndicated or non-syndicated basis.
Currencies:
Subject to any applicable legal or regulatory restrictions, any currency
agreed between the relevant Issuer and the relevant Dealer.
Redenomination:
Where (save for Sterling) the specified currency of an issue of Notes is a
currency of one of the member states of the European Union (save for the
United Kingdom) which is not participating in the third stage of European
Economic and Monetary Union, the relevant Issuer, with the prior written
approval of the Trustee, may specify in the applicable Final Terms that such
Notes will include provisions for the redenomination of the specified
currency to euro in the event that such member state does so participate
before maturity of those Notes. If so specified, the wording of the
redenomination provisions will be set out in full in the applicable Final
Terms.
The
Trustee
may,
without
the
consent
of
the
Noteholders
or
Couponholders, on or after the date (if any) on which the United
Kingdom becomes one of the countries participating in the third stage of
European Economic and Monetary Union pursuant to the Treaty on
European Union (the ``Treaty'') or otherwise participates in European
Economic and Monetary Union in a manner having a similar effect to such
third stage, agree to such modifications to the Terms and Conditions, the
Notes, the Coupons and the Trust Deed in order to facilitate payment of
interest in euro and redemption at the euro equivalent of the Sterling
principal
amount
of
the
Notes
and
associated
reconventioning,
renominalisation and related matters as may be proposed by the Issuer
(and confirmed by an independent financial institution approved by the
Trustee to be in conformity with the then applicable market conventions).
Maturities:
Such maturities as may be agreed between the relevant Issuer and the
relevant Dealer, subject to such minimum or maximum maturities 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 relevant Issuer
or the relevant specified currency.
Issue Price:
Notes may be issued on a fully-paid or a partly-paid basis and at an issue
price which is at par or at a discount to, or premium over, par.
Form of Notes:
Where the Issuer is PTIF, the Notes will be issued in bearer or registered
form and, where the Issuer is PT, the Notes will be issued in book-entry
form as described in ``Form of the Notes'' below. Registered Notes will not
be exchangeable for Bearer Notes or vice versa.
Terms of Notes:
Notes may be issued on a fully-paid or a partly-paid basis and at an issue
price which is at par or at a discount to, or premium over, par.
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Notes may be denominated in any agreed currency and with any agreed
maturity, subject to any applicable legal or regulatory restrictions and any
requirements of the relevant central bank (or equivalent body).
The terms of the Notes will be specified in the applicable Final Terms. The
following types of Note may be issued: (i) Notes which bear interest at a
fixed rate or a floating rate; (ii) Notes which do not bear interest; and (iii)
Notes which bear interest, and/or the redemption amount of which is,
calculated by reference to a specified factor such as movements in an index
or a currency exchange rate, changes in share or commodity prices or
changes in the credit of an underlying entity. In addition, Notes which have
any combination of the foregoing features may also be issued.
Interest periods, rates of interest and the terms of and/or amounts payable
on redemption may differ depending on the Notes being issued and such
terms will be specified in the applicable Final Terms.
The applicable Final Terms will indicate either that the relevant Notes
cannot be redeemed prior to their stated maturity (other than in specified
instalments, if applicable, or for taxation reasons or following an Event of
Default) or that such Notes will be redeemable at the option of the relevant
Issuer and/or the Noteholders. The terms of any such redemption, including
notice periods, any relevant conditions to be satisfied and the relevant
redemption dates and prices will be indicated in the applicable Final Terms.
The applicable Final Terms may provide that Notes may be redeemable in
two or more instalments of such amounts and on such dates as are indicated
in the applicable Final Terms.
The Notes will be issued in such denominations as may be agreed between
the relevant Issuer and the relevant Dealer save that the minimum
denomination of each Note will be such amount 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 relevant Specified Currency, and
save that the minimum denomination of each Note 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 will be A1,000 (or, if the Notes are denominated in a currency
other than euro, the equivalent amount in such currency).
Taxation:
All payments in respect of the Notes will be made without deduction for or
on account of withholding taxes imposed by any Tax Jurisdiction as
provided in Condition 8. In the event that any such deduction is made, the
relevant Issuer will, save in certain limited circumstances provided in
Condition 8, be required to pay additional amounts to cover the amounts so
deducted.
Negative Pledge:
The Terms and Conditions of the Notes contain a negative pledge provision
as further described in Condition 4.
Events of Default:
The terms of the Notes will contain, amongst others, the following events of
default:
(a)
default in payment of any principal or interest due in respect of the
Notes, continuing for a specified period of time;
(b)
non-performance or non-observance by the relevant Issuer, or where
PTIF is the Issuer, either Keep Well Provider, of any of their other
obligations under the Terms and Conditions or the Trust Deed
continuing for a specified period of time;
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(c)
the Terms and Conditions of the Notes contain a cross default
provision as further described in Condition 10; and
(d)
events relating to the insolvency or winding up of the relevant Issuer
or, where PTIF is the Issuer, either Keep Well Provider.
Status of the Notes:
The Notes will constitute direct, unconditional, unsubordinated and, subject
to the provisions of Condition 4, unsecured obligations of the relevant
Issuer and will rank pari passu among themselves and (save for certain
obligations required to be preferred by law) equally with all other unsecured
obligations (other than subordinated obligations, if any) of the relevant
Issuer, from time to time outstanding.
Use of Proceeds:
The net proceeds from each issue of Notes will be either (i) where PTIF is
the Issuer, on-lent by PTIF to PT, or a company or companies within the
PT Group, for PT's general corporate purposes including, without
limitation, the financing and refinancing of acquisitions; or (ii) where
PTIF is the Issuer, invested by PTIF in another company within the PT
Group; or (iii) where PT is the Issuer, applied by PT for its general
corporate purposes.
Rating:
The Programme is rated by Fitch Ratings Ltd., Moody's Investors Service
Espan~a SA and by Standard & Poor's Credit Market Services France SAS.
Notes issued pursuant to the Programme may be rated or unrated. Where
an issue of Notes is rated, its rating will not necessarily be the same as the
rating applicable to the Programme. A security 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.
Whether or not each credit rating applied for in relation to relevant Series of
Notes will be issued by a credit rating agency established in the European
Union and registered under the CRA Regulation will be disclosed in the
Final Terms.
Listing and admission to
Application has been made to the UK Listing Authority for Notes issued
trading:
under the Programme to be admitted to the Official List and to the London
Stock Exchange for such Notes to be admitted to trading on the London
Stock Exchange's regulated market. Notes may be listed or admitted to
trading, as the case may be, on such other or further stock exchanges or
markets agreed between the relevant Issuer and the relevant Dealer in
relation to each Series.
Notes which are neither listed nor admitted to trading on any market may
also be issued.
The applicable Final Terms will state whether or not the relevant Notes are
to be listed and/or admitted to trading and, if so, on which stock
exchange(s) and/or markets.
Governing Law:
The Notes and any non-contractual obligations arising out of or in
connection with the Notes will be governed by, and shall be construed in
accordance with, English law save that, with respect to Book Entry Notes
only, the form (forma de representac¸a~o) and transfer of the Notes, creation
of security over the Notes and the Interbolsa (as defined in the Terms and
Conditions of the Notes below) procedures for the exercise of rights under
the Book Entry Notes are governed by, and shall be construed in
accordance with, Portuguese law.
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