Obligation Italia 0% ( XS0222189564 ) en EUR

Société émettrice Italia
Prix sur le marché 100 %  ⇌ 
Pays  Italie
Code ISIN  XS0222189564 ( en EUR )
Coupon 0%
Echéance 15/06/2020 - Obligation échue



Prospectus brochure de l'obligation Italy XS0222189564 en EUR 0%, échue


Montant Minimal 10 000 EUR
Montant de l'émission 2 500 000 000 EUR
Description détaillée L'Italie est une république parlementaire en Europe du Sud, connue pour son riche patrimoine culturel, son art, sa cuisine et sa mode, ainsi que pour son économie diversifiée.

L'Obligation émise par Italia ( Italie ) , en EUR, avec le code ISIN XS0222189564, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/06/2020







INFORMATION MEMORANDUM
REPUBLIC OF ITALY
Programme for the
Issuance of Debt Instruments
Application has been made to the Luxembourg Stock Exchange for debt instruments (the
``Instruments'') issued under the programme (the ``Programme'') described in this
Information Memorandum to be listed on the Luxembourg Stock Exchange during the
period of twelve months after the date hereof.
This Information Memorandum replaces in its entirety the Information Memorandum
dated 23 July 2003.
Arranger
MORGAN STANLEY
Dealers
ABN AMRO
BANCA IMI
BARCLAYS CAPITAL
BNP PARIBAS
CABOTO
CITIGROUP
CREDIT SUISSE FIRST BOSTON
DEUTSCHE BANK
GOLDMAN SACHS INTERNATIONAL
HSBC
HVB CORPORATES & MARKETS
ING FINANCIAL MARKETS
JPMORGAN
LEHMAN BROTHERS
MERRILL LYNCH INTERNATIONAL
MORGAN STANLEY
MPS FINANCE BANCA MOBILIARE S.P.A.
NOMURA INTERNATIONAL
RBC CAPITAL MARKETS
UBS INVESTMENT BANK
UBM­UNICREDIT BANCA MOBILIARE
WESTLB AG
23 July 2004


The Republic of Italy (the ``Issuer''), acting through a duly authorised delegate of the Director-General
of the Treasury Department empowered thereunto by the Minister of Economy and Finance, accepts
responsibility for the information contained in this Information Memorandum. To the best of the
knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case),
the information contained in this Information Memorandum is in accordance with the facts and does not
omit anything likely to affect the import of such information.
References herein to the ``Programme Date'' are to the date specified on the cover of the Information
Memorandum.
This Information Memorandum should be read and construed with any amendment or supplement
thereto and with any other documents incorporated by reference and, in relation to any Series (as defined
herein) of Instruments, should be read and construed together with the relevant Pricing Supplement(s)
(as defined herein).
The Issuer has confirmed to the dealers (the ``Dealers'') named under ``Subscription and Sale'' below that
the Information Memorandum is true, accurate and complete in all material respects and is not
misleading; that the opinions and intentions expressed therein are honestly held and based on reasonable
assumptions; that there are no other facts in relation to the information contained or incorporated by
reference in this Information Memorandum the omission of which would, in the context of the
Programme or the issue of the Instruments, make any statement therein or opinions or intentions
expressed therein misleading in any material respect; and that all reasonable enquiries have been made to
verify the foregoing. The Issuer has further confirmed to the Dealers that this Information Memorandum
(together with the relevant Pricing Supplement) contains all such information as may be required by all
applicable laws, rules and regulations.
No person has been authorised by the Issuer to give any information or to make any representation not
contained in or not consistent with this Information Memorandum or any other document entered into in
relation to the Programme or any information supplied by the Issuer or such other information as is in the
public domain and, if given or made, such information or representation should not be relied upon as
having been authorised by the Issuer or any Dealer.
No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and
neither the Dealers nor any of their respective affiliates makes any representation or warranty or accepts
any responsibility, as to the accuracy or completeness of the information contained in this Information
Memorandum. Neither the delivery of this Information Memorandum or any Pricing Supplement nor the
offering, sale or delivery of any Instrument shall, in any circumstances, create any implication that the
information contained in this Information Memorandum is true subsequent to the date thereof or the
date upon which this Information Memorandum has been most recently amended or supplemented or
that there has been no adverse change in the financial situation of the Issuer since the date thereof or, if
later, the date upon which this Information Memorandum has been most recently amended or
supplemented or that any other information supplied in connection with the Programme is correct 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 Information Memorandum and any Pricing Supplement and the offering, sale and
delivery of the Instruments in certain jurisdictions may be restricted by law. Persons into whose
possession this Information Memorandum or any Pricing Supplement comes are required by the Issuer
and the Dealers to inform themselves about and to observe any such restrictions. For a description of
certain restrictions on offers, sales and deliveries of Instruments and on the distribution of this
Information Memorandum or any Pricing Supplement and other offering material relating to the
Instruments, see ``Subscription and Sale''. In particular, Instruments have not been and will not be
registered under the United States Securities Act of 1933 (as amended) and may include Instruments in
bearer form which are subject to U.S. tax law requirements. Subject to certain exceptions, Instruments
may not be offered, sold or delivered within the United States or to U.S. persons. In addition, the Issuer
has not authorised any offer of Instruments to the public in the United Kingdom within the meaning of
the Public Offers of Securities Regulations 1995 (the ``Regulations''). Instruments may not lawfully be
offered or sold to persons in the United Kingdom except in circumstances which do not result in an offer
to the public in the United Kingdom within the meaning of the Regulations or otherwise in compliance
with all applicable provisions of the Regulations.
2


Neither this Information Memorandum nor any Pricing Supplement may be used for the purpose of an
offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to
any person to whom it is unlawful to make such an offer or solicitation.
Neither this Information Memorandum nor any Pricing Supplement constitutes an offer or an invitation
to subscribe for or purchase any Instruments and should not be considered as a recommendation by the
Issuer, the Dealers or any of them that any recipient of this Information Memorandum or any Pricing
Supplement should subscribe for or purchase any Instruments. Each recipient of this Information
Memorandum or any Pricing Supplement shall be taken to have made its own investigation and appraisal
of the condition (financial or otherwise) of the Issuer.
All references in this Information Memorandum to ``U.S.$'', ``U.S. dollars'' or ``USD'' are to the lawful
currency of the United States of America and all references to ``Euro'' or ``euro'' are to the single
currency introduced at the third stage of European Economic and Monetary Union, pursuant to the
Treaty establishing the European Communities, as amended (the ``Treaty'').
DOCUMENTS INCORPORATED BY REFERENCE
All amendments and supplements to this Information Memorandum prepared by the Issuer from time to
time shall be deemed to be incorporated in, and to form part of, this Information Memorandum save that
any statement contained in this Information Memorandum or in any of the documents incorporated by
reference in, and forming part of, this Information Memorandum shall be deemed to be modified or
superseded for the purpose of this Information Memorandum to the extent that a statement contained in
any document subsequently incorporated by reference modifies or supersedes such statement.
The Issuer has undertaken, in connection with the listing of the Instruments, that if, while Instruments of
the Issuer are outstanding and listed on the Luxembourg Stock Exchange, there shall occur any adverse
change in the financial situation of the Issuer or any change in the information set out under ``Terms and
Conditions of the Instruments'' that is material in the context of issuance under the Programme which is
not reflected in this Information Memorandum (or any of the documents incorporated by reference in
this Information Memorandum) the Issuer will prepare or procure the preparation of an amendment or
supplement to this Information Memorandum or, as the case may be, publish a new Information
Memorandum for use in connection with any subsequent issue by the Issuer of Instruments to be listed on
the Luxembourg Stock Exchange.
The Issuer will, at the specified offices of the Paying Agents, provide, free of charge, upon the oral or
written request therefor, a copy of this Information Memorandum (or any document incorporated by
reference in this Information Memorandum). Written or oral requests for such documents should be
directed to the specified office of any Paying Agent or the specified office of the Listing Agent in
Luxembourg.
3


TABLE OF CONTENTS
Page
Summary of the Programme .....................................................................................................................
5
Terms and Conditions of the Instruments ..............................................................................................
9
Provisions Relating to the Instruments whilst in Global Form ...........................................................
31
Form of Pricing Supplement .....................................................................................................................
35
Use of Proceeds...........................................................................................................................................
41
Taxation ........................................................................................................................................................
42
Subscription and Sale .................................................................................................................................
44
Recent Developments ................................................................................................................................
47
General Information ...................................................................................................................................
54
Address for the Issuer ................................................................................................................................
55
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE (AS DEFINED HEREIN) OF
INSTRUMENTS UNDER THE PROGRAMME, THE DEALER (IF ANY) WHO IS SPECIFIED IN
THE RELEVANT PRICING SUPPLEMENT AS THE STABILISING INSTITUTION (OR ANY
PERSON ACTING FOR THE STABILISING INSTITUTION) MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE
INSTRUMENTS OF THE SERIES OF WHICH SUCH TRANCHE FORMS PART AT A LEVEL
HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL FOR A LIMITED PERIOD.
HOWEVER THERE MAY BE NO OBLIGATION ON SUCH STABILISING INSTITUTION (OR
ANY AGENT OF SUCH STABILISING INSTITUTION) 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 APPLICABLE LAWS, REGULATIONS AND RULES.
4


SUMMARY OF THE PROGRAMME
The following is a brief summary only and should be read in conjunction with the rest of this document and,
in relation to any Instruments, in conjunction with the relevant Pricing Supplement and, to the extent
applicable, the Terms and Conditions of the Instruments set out herein.
Issuer:
The Republic of Italy, acting through a duly authorised delegate of
the Director-General of the Treasury Department empowered
thereunto by the Minister of Economy and Finance.
Arranger:
Morgan Stanley & Co. International Limited.
Dealers:
ABN AMRO Bank N.V., Banca Caboto s.p.a., Banca IMI S.p.A.,
Barclays Bank PLC, Bayerische Hypo- und Vereinsbank AG, BNP
Paribas, Citigroup Global Markets Limited, Credit Suisse First
Boston (Europe) Limited, Deutsche Bank AG London, Goldman
Sachs International, HSBC Bank plc, ING Bank N.V., Lehman
Brothers International (Europe), Merrill Lynch International, J.P.
Morgan Securities Ltd., Morgan Stanley & Co. International
Limited,
MPS
Finance
Banca
Mobiliare
S.p.A.,
Nomura
International plc, Royal Bank of Canada Europe Limited and UBS
Limited, UniCredit Banca Mobiliare S.p.A., WestLB AG and any
other dealer appointed from time to time by the Issuer in respect of
the Programme.
Fiscal Agent:
Citibank, N.A., London office.
Registrar:
Citibank, N.A., London office.
Alternative Registrar:
Citibank International Plc, Belgium Branch.
Luxembourg Listing Agent:
Kredietbank S.A. Luxembourgeoise.
Authorized Amount:
U.S.$48,000,000,000
(and,
for
this
purpose,
any
Instruments
denominated in another currency shall be translated into U.S.
dollars at the date of the agreement to issue such Instruments using
the spot rate of exchange for the purchase of such currency against
payment of U.S. dollars being quoted by the Fiscal Agent on the date
on which the relevant agreement in respect of the relevant Tranche
(as defined below) was made or such other rate as the Issuer and the
relevant Dealer may agree) in aggregate principal amount of
Instruments outstanding at any one time. The maximum aggregate
principal amount of Instruments which may be outstanding under the
Programme may be increased from time to time, subject to
compliance
with
the
relevant
provisions
of
the
Dealership
Agreement as defined under ``Subscription and Sale''.
Issuance in Series:
Instruments will be issued in series (each, a ``Series''). Each Series
may comprise one or more tranches (``Tranches'' and each, a
``Tranche'') issued on different issue dates. The Instruments of each
Series will all be subject to identical terms, except that (i) the issue
date and the amount of the first payment of interest may be different
in respect of different Tranches and (ii) a Series may comprise
Instruments in bearer form and Instruments in registered form and
Instruments in more than one denomination. The Instruments of
each Tranche will all be subject to identical terms in all respects save
that a Tranche may comprise Instruments in bearer form and
Instruments in registered form and may comprise Instruments of
different denominations.
5


Form of Instruments:
Instruments may be issued in bearer form or in registered form. In
respect of each Tranche of Instruments issued in bearer form, the
Issuer will deliver a temporary global Instrument or (if so specified in
the relevant Pricing Supplement in respect of Instruments to which
U.S. Treasury Regulation §1.163-5(c)(2)(i)(C) (the ``TEFRA C
Rules'') applies (as so specified in such Pricing Supplement)) a
permanent global Instrument. Such global Instrument will be
deposited on or before the relevant issue date therefor with a
depositary or a common depositary for Euroclear Bank S.A./N.V. as
operator of the Euroclear System (``Euroclear'') and/or Clearstream
Banking,
socie´te´
anonyme,
Luxembourg
(``Clearstream,
Luxembourg'') and/or any other relevant clearing system. Each
temporary global Instrument will be exchangeable for a permanent
global Instrument or, if so specified in the relevant Pricing
Supplement, for Instruments in definitive bearer form and/or (in
the case of a Series comprising both bearer and registered
Instruments and if so specified in the relevant Pricing Supplement)
registered form in accordance with its terms. Each permanent global
Instrument will be exchangeable for Instruments in definitive bearer
form and/or (in the case of a Series comprising both bearer and
registered Instruments and if so specified in the relevant Pricing
Supplement)
registered
form
in
accordance with
its
terms.
Instruments in definitive bearer form will, if interest-bearing, either
have interest coupons (``Coupons'') attached and, if appropriate, a
talon (``Talon'') for further Coupons and will, if the principal thereof
is repayable by instalments, have a grid for recording the payment of
principal endorsed thereon or, if so specified in the relevant Pricing
Supplement,
have
payment
receipts
(``Receipts'')
attached.
Instruments in registered form may not be exchanged for
Instruments in bearer form.
Notwithstanding the above, in accordance with currently applicable
legislation, including the provisions of Legislative Decree No. 213 of
24 June 1998, the Issuer is allowed to issue debt instruments in bearer
form and in dematerialised form only. References in these Terms and
Conditions and the documentation relating to the Programme to
Registered Instruments and to Definitive Instruments shall be read
accordingly.
Currencies:
Instruments may be denominated in any currency or currencies
(including, without limitation, Australian Dollars (``AUD''), Canadian
Dollars (``CAD''), Czech Koruna (``CZK''), Danish Kroner (``DKK''),
Euro, Hong Kong Dollars (``HKD''), Japanese Yen (``JPY''), New
Zealand Dollars (``NZD''), Norwegian Kroner (``NKR''), Polish Zloty
(``PLN''), Pounds Sterling (``GBP''), South African Rand (``ZAR''),
Swedish Kronor (``SEK''), Swiss Francs (``CHF'') and United States
dollars (``USD'')) subject to compliance with all applicable legal and/
or regulatory and/or central bank requirements.
Any Instruments in respect of which the issue proceeds are received
by the Issuer in the United Kingdom and which have a maturity of
less than one year from their date of issue must (a) have a minimum
denomination of £100,000 (or its equivalent in other currencies) and
be issued only to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses; or who it is
reasonable to expect will acquire, hold, manage or dispose of
6


investments (as principal or agent) for the purposes of their
businesses or (b) be issued in other circumstances which do not
constitute a contravention of section 19 of the Financial Services and
Markets Act 2000 (``FSMA'') by the Issuer.
Status:
Instruments will be issued on an unsubordinated basis.
Issue Price:
Instruments may be issued at any price and either on a fully or partly
paid basis, as specified in the relevant Pricing Supplement.
Maturities:
Any maturity, subject, in relation to specific currencies, to
compliance with all applicable legal and/or regulatory and/or
central bank requirements.
Redemption:
Instruments may be redeemable at par or at such other Redemption
Amount (detailed in a formula or otherwise) as may be specified in
the relevant Pricing Supplement.
Any Instruments in respect of which the issue proceeds are received
by the Issuer in the United Kingdom and which have a maturity of
less than one year from their date of issue must (a) have a minimum
denomination of £100,000 (or its equivalent in other currencies) and
be issued only to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses; or who it is
reasonable to expect will acquire, hold, manage or dispose of
investments (as principal or agent) for the purposes of their
businesses or (b) be issued in other circumstances which do not
constitute a contravention of section 19 of the Financial Services and
Markets Act 2000 (``FSMA'') by the Issuer.
Early Redemption:
Early redemption will be permitted only to the extent specified in the
relevant Pricing Supplement.
Interest:
Instruments may be interest-bearing or non-interest bearing. Interest
(if any) may accrue at a fixed or floating rate and may vary during the
lifetime of the relevant Series.
Denominations:
Instruments will be issued in such denominations as may be specified
in the relevant Pricing Supplement, subject to compliance with all
applicable legal and/or regulatory and/or central bank requirements.
Any Instruments in respect of which the issue proceeds are received
by the Issuer in the United Kingdom and which have a maturity of
less than one year from their date of issue must (a) have a minimum
denomination of £100,000 (or its equivalent in other currencies) and
be issued only to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses; or who it is
reasonable to expect will acquire, hold, manage or dispose of
investments (as principal or agent) for the purposes of their
businesses or (b) be issued in other circumstances which do not
constitute a contravention of section 19 of the Financial Services and
Markets Act 2000 (``FSMA'') by the Issuer.
Taxation:
All payments of principal and interest in respect of the Instruments
by the Issuer will be made without withholding or deduction for or on
account of any present or future taxes or duties of whatever nature
imposed or levied by or within the Republic of Italy or by or within
any district, municipality or other political subdivision or taxing
7


authority therein or thereof unless such withholding or deduction is
required by law.
Governing Law and Jurisdiction:
The Instruments and all related contractual documentation will be
governed by, and construed in accordance with, Italian law and the
Italian courts shall have exclusive jurisdiction in accordance with all
applicable Italian laws.
Listing:
Each Series may be listed on the Luxembourg Stock Exchange and/
or any other stock exchange as may be agreed between the Issuer and
the relevant Dealer and specified in the relevant Pricing Supplement
or may be unlisted.
Terms and Conditions:
A Pricing Supplement will be prepared in respect of each Tranche of
Instruments a copy of which will, in the case of Instruments to be
listed on the Luxembourg Stock Exchange be delivered to the
Luxembourg Stock Exchange on or before the date of issue of such
Instruments. The terms and conditions applicable to each Tranche
will be those set out herein under ``Terms and Conditions of the
Instruments'' as supplemented, modified or replaced by the relevant
Pricing Supplement.
Clearing Systems:
Euroclear, Clearstream, Luxembourg and/or, in relation to any
Instruments, any other clearing system as may be specified in the
relevant Pricing Supplement.
Selling Restrictions:
For a description of certain restrictions on offers, sales and deliveries
of Instruments and on the distribution of offering material in the
United States of America, the United Kingdom, Japan, the Federal
Republic of Germany, the Republic of France and the Republic of
Italy, see under ``Subscription and Sale''.
8


TERMS AND CONDITIONS OF THE INSTRUMENTS
The following are the Terms and Conditions of the Instruments which as supplemented, modified or
replaced in relation to any Instruments by the relevant Pricing Supplement, will be applicable to each Series
of Instruments:
The Instruments are issued pursuant to and in accordance with an issue and paying agency agreement (as
amended, supplemented or replaced, the ``Issue and Paying Agency Agreement'') dated 15 July 1998, and
made between the Republic of Italy (the ``Issuer''), acting through a duly authorised delegate of the
Director-General of the Treasury Department empowered thereunto by the Minister of Economy and
Finance, Citibank, N.A., London office in its capacities as fiscal agent (the ``Fiscal Agent'', which
expression shall include any successor to Citibank, N.A., London office in its capacity as such) and as
principal registrar (the ``Principal Registrar'', which expression shall include any successor to Citibank,
N.A., London office in its capacity as such), Citibank International Plc, Belgium Branch in its capacity as
alternative registrar (the ``Alternative Registrar'', which expression shall include any successor to
Citibank International Plc, Belgium Branch in its capacity as such) and the paying agents named therein
(the ``Paying Agents'', which expression shall include the Fiscal Agent and any substitute or additional
paying agents appointed in accordance with the Issue and Paying Agency Agreement). Copies of the
Issue and Paying Agency Agreement are available for inspection during normal business hours at the
specified office of each of the Paying Agents, the Principal Registrar and the Alternative Registrar. All
persons from time to time entitled to the benefit of obligations under any Instruments shall be deemed to
have notice of, and shall be bound by, all of the provisions of the Issue and Paying Agency Agreement
insofar as they relate to the relevant Instruments.
The Instruments are issued in series (each, a ``Series''), and each Series may comprise one or more
tranches (``Tranches'' and each, a ``Tranche'') of Instruments. Each Tranche will be the subject of a
pricing supplement (each, a ``Pricing Supplement''), a copy of which will be available for inspection
during normal business hours at the specified office of the Fiscal Agent and/or, as the case may be, the
Registrar (as defined in Condition 2.2). In the case of a Tranche of Instruments in relation to which
application has not been made for listing on any stock exchange, copies of the Pricing Supplement will
only be available for inspection by a Holder of such Instruments.
References in these Terms and Conditions to Instruments are to Instruments of the relevant Series and
any references to Coupons (as defined in Condition 1.6) and Receipts (as defined in Condition 1.7) are to
Coupons and Receipts relating to Instruments of the relevant Series.
References in these Terms and Conditions to the Pricing Supplement are to the Pricing Supplement or
Pricing Supplement(s) prepared in relation to the Instruments of the relevant Tranche or Series.
In respect of any Instruments, references herein to these Terms and Conditions are to these terms and
conditions as supplemented or modified or (to the extent thereof) replaced by the Pricing Supplement.
In accordance with currently applicable legislation, including the provisions of Legislative Decree No. 213
of 24 June 1998, the Issuer is allowed to issue debt instruments in bearer form and in dematerialised form
only. References in these Terms and Conditions and the documentation relating to the Programme to
Registered Instruments and to Definitive Instruments shall be read accordingly.
1.
Form and Denomination
1.1
Instruments are issued in bearer form (``Bearer Instruments''), in dematerialised form as provided
by Legislative Decree n.213 of 24 June 1998 or in registered form (``Registered Instruments''), as
specified in the Pricing Supplement and are serially numbered. Registered Instruments will not be
exchangeable for Bearer Instruments.
Bearer Instruments
1.2
The Pricing Supplement shall specify whether U.S. Treasury Regulation § 1.163-5(c)(2)(i)(D) (the
``TEFRA D Rules'') or U.S. Treasury Regulation § 1.163-5(c)(2)(i)(C) (the ``TEFRA C Rules'') shall
apply. Each Tranche of Bearer Instruments is represented upon issue by a temporary global Instrument
9


(a ``Temporary Global Instrument''), unless the Pricing Supplement specifies otherwise and the TEFRA
C Rules apply.
Where the Pricing Supplement applicable to a Tranche of Bearer Instruments specifies that the TEFRA
C Rules apply, such Tranche is (unless otherwise specified in the Pricing Supplement) represented upon
issue by a Permanent Global Instrument.
Interests in the Temporary Global Instrument may be exchanged for:
(i)
interests in a permanent global Instrument (a ``Permanent Global Instrument''); or
(ii)
if so specified in the Pricing Supplement, definitive instruments in bearer form (``Definitive
Instruments'') and/or (in the case of a Series comprising both Bearer Instruments and
Registered Instruments and if so specified in the Pricing Supplement) Registered Instruments.
Exchanges of interests in a Temporary Global Instrument for Definitive Instruments or, as the case may
be, a Permanent Global Instrument will be made only on or after the Exchange Date (as specified in the
Pricing Supplement) and (unless the Pricing Supplement specifies that the TEFRA C Rules are
applicable to the Instruments) provided certification as to the beneficial ownership thereof as required by
U.S. Treasury regulations (in substantially the form set out in the Temporary Global Instrument or in
such other form as is customarily issued in such circumstances by the relevant clearing system) has been
received. An exchange for Registered Instruments will be made at any time or from such date as may be
specified in the Pricing Supplement, in each case, without any requirement for certification.
1.3
The bearer of any Temporary Global Instrument shall not (unless, upon due presentation of such
Temporary Global Instrument for exchange (in whole but not in part only) for a Permanent Global
Instrument or for delivery of Definitive Instruments and/or Registered Instruments, such exchange or
delivery is improperly withheld or refused and such withholding or refusal is continuing at the relevant
payment date) be entitled to receive any payment in respect of the Instruments represented by such
Temporary Global Instrument which falls due on or after the Exchange Date or be entitled to exercise
any option on a date after the Exchange Date.
1.4
Unless the Pricing Supplement specifies that the TEFRA C Rules are applicable to the Instruments
and subject to Condition 1.3 above, if any date on which a payment of interest is due on the Instruments
of a Tranche occurs whilst any of the Instruments of that Tranche are represented by a Temporary Global
Instrument, the related interest payment will be made on the Temporary Global Instrument only to the
extent that certification as to the beneficial ownership thereof as required by U.S. Treasury regulations (in
substantially the form set out in the Temporary Global Instrument or in such other form as is customarily
issued in such circumstances by the relevant clearing system) has been received by Euroclear Bank
S.A./N.V., as operator of the Euroclear System (``Euroclear'') or Clearstream Banking, socie´te´ anonyme,
Luxembourg (``Clearstream, Luxembourg'') or any other relevant clearing system including the
Clearstream Banking AG Frankfurt. Payments of principal, interest or any other amounts due in
respect of a Permanent Global Instrument or (subject to Condition 1.3 above) a Temporary Global
Instrument (if the Pricing Supplement specifies that the TEFRA C Rules are applicable to the
Instruments) will be made through Euroclear or Clearstream, Luxembourg or any other relevant clearing
system without any requirement for certification.
1.5
Interests in a Permanent Global Instrument will be exchanged by the Issuer in whole but not in part
only at the option of the Holder of such Permanent Global Instrument, for Definitive Instruments and/or
(in the case of a Series comprising both Bearer and Registered Instruments and if so specified in the
Pricing Supplement) Registered Instruments, (a) if an Event of Default occurs in respect of any
Instrument of the relevant Series; or (b) if either Euroclear or Clearstream, Luxembourg or any other
relevant clearing system is closed for business for a continuous period of fourteen days (other than by
reason of public holidays) or announces an intention to cease business permanently or in fact does so; or
(c) if so specified in the Pricing Supplement, at the option of the Holder of such Permanent Global
Instrument upon such Holder's request, in all cases at the cost and expense of the Issuer. In order to
exercise the option contained in paragraph (c) of the preceding sentence, the Holder must, not less than
forty-five days before the date upon which the delivery of such Definitive Instruments and/or Registered
Instruments is required, deposit the relevant Permanent Global Instrument with the Fiscal Agent at its
specified office, or the Paying Agent in Luxembourg at its specified office, with the form of exchange
10


Document Outline