Obligation Caixabenk 0% ( XS0230957424 ) en EUR

Caixabenk

100 % ▲

Espagne

XS0230957424 ( en EUR )

Perpétuelle - Obligation échue

Prospectus brochure de l'obligation Caixabank XS0230957424 en EUR 0%, échue

50 000 EUR

350 000 000 EUR

Caixabank est une banque commerciale espagnole majeure, leader sur son marché domestique, qui propose une gamme complète de services bancaires et financiers aux particuliers et aux entreprises.

L'obligation perpétuelle émise par Caixabank (XS0230957424), d'un montant total de 350 000 000 EUR, libellée en EUR et offrant un taux d'intérêt de 0%, a atteint sa maturité et a été intégralement remboursée à un prix de marché de 100%, avec une taille minimale d'achat de 50 000 EUR et une fréquence de paiement de 1.

Caixa Geral Finance Limited
(incorporated with limited liability under the laws of the Cayman Islands)
350,000,000 Perpetual Non-cumulative Guaranteed
A13.4.1
Preference Shares
A13.4.2
A13.4.5
guaranteed on a subordinated basis to the extent set forth herein by
Caixa Geral de Depósitos, S.A
acting through its France branch
(incorporated with limited liability under the laws of Portugal)
Issue Price: Euro 50,000 per Preference Share
Unless expressly indicated otherwise, the terms and expressions used herein have the same meaning as given to them in the
``Description of the Preference Shares'' (the ``Articles'').
The 350,000,000 Perpetual Non-cumulative Guaranteed Preference Shares each with a par value and a liquidation
A13.4.8
preference of 50,000 (the ``Preference Shares'') are proposed to be issued by Caixa Geral Finance Limited (the ``Issuer'')
A13.4.13
on 30 September 2005 (the ``Closing Date''). The payment of dividends and payments on liquidation of the Issuer or on
redemption with respect to the Preference Shares are guaranteed on a subordinated basis by Caixa Geral de Depósitos, S.A.,
(the ``Bank'' or "CGD"), acting through its France branch to the extent described in ``The Subordinated Guarantee''.
A6.1
The Preference Shares will entitle Holders to receive (subject to the limitations described in ``Description of the Preference
Shares'') non-cumulative preferential cash dividends, when and if declared by the Directors of the Issuer, quarterly in arrear
on 30 March, 30 June, 30 September and 30 December in each year, commencing on 30 September 2005. In relation to a
Dividend Period commencing on the Closing Date or any Dividend Date prior to and including 30 September 2015, (the
``First Call Date''), the rate of Dividend shall be 0.77 per cent. per annum above Three Month EURIBOR. In relation to a
Dividend Period commencing on the First Call Date or any Dividend Payment Date thereafter, the rate of Dividend shall be
1.77 per cent. per annum above Three Month EURIBOR.
The Preference Shares are perpetual securities and have no fixed redemption date. However, the Preference Shares may be
redeemed at the option of the Issuer in whole or in part on the First Call Date and on any Dividend Payment Date thereafter
and at any time upon the occurrence of a Tax Event or Capital Disqualification Event. Such redemption is subject to the
consent of the Bank and the Bank of Portugal.
In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Issuer, Holders of Preference
Shares will be entitled to receive for each Preference Share a liquidation preference of 50,000 plus accrued and unpaid
Dividends for the then current applicable Dividend Period to the date of payment, subject to the limitations described in
``Description of the Preference Shares Liquidation Distributions''.
The Preference Shares are expected to be rated ``A2'' by Moody's Investors Service Inc., ``A-'' by Standard & Poor's Rating
A13.7.5
Service and ``A+'' by Fitch Ratings Ltd. A credit 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 relevant rating organisation.
This Offering Circular has been approved by the Financial Services Authority (the "FSA") which is the United Kingdom
A13.4.3
competent authority for the purposes of Directive 2003/71/EC (the "Prospectus Directive") and relevant implementation
A13.5.1
measures in the United Kingdom, as a prospectus issued in compliance with the Prospectus Directive and relevant
implementation measures in the United Kingdom for the purpose of giving information with regard to the issue of the
Preference Shares. Applications have been made to admit the Preference Shares to trading on the Gilt-Edged and Fixed
Interest Market of the London Stock Exchange plc (the "London Stock Exchange").
See ``Risk Factors'' (pages 12 to 14) for a discussion of certain factors that should be fully considered by prospective
A13.2
investors.
A13.4.4
The Preference Shares will be represented on issue by a single global certificate in registered form (the ``Global
A13.4.2
Certificate'') ISIN Code: XS0230957424. The Global Certificate will be registered in the name of Citibank, N.A. as a
nominee for, and will be deposited with, a common depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear
system (``Euroclear'') and Clearstream Banking, société anonyme (``Clearstream, Luxembourg'') on or around the
Closing Date.
BNP PARIBAS
Merrill Lynch International
Caixa-Banco de Investimento
The date of this Offering Circular is 29 September 2005.

The Issuer declares that, having taken all reasonable care to ensure that such is the case, the A9.1.1
information contained in this Offering Circular is, to the best of its knowledge, in accordance with the A9.1.2
facts and contains no omission likely to affect its import.
A13.1.1
A13.1.2
The Bank declares that, having taken all reasonable care to ensure that such is the case, the A9.1.1
information contained in this Offering Circular is, to the best of its knowledge, in accordance with the A9.1.2
facts and contains no omission likely to affect its import.
A13.1.1
BNP Paribas, Merrill Lynch International and Caixa-Banco de Investimento, S.A. (the A13.1.2
``Managers'') have not separately verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by the Managers as to the accuracy or completeness of the information contained in this
Offering Circular or any other information provided by the Issuer or the Bank in connection with the
Preference Shares or their distribution.
No person has been authorised to give any information or to make any representation other than
those contained in this Offering Circular and, if given or made, such information or representation must
not be relied upon as having been authorised by the Issuer, the Bank or the Managers. Neither the
delivery of this Offering Circular nor any subscription, sale or purchase made in connection herewith
shall, in any circumstances, create any implication that there has been no change in the affairs of the
Issuer or the Bank since the date hereof.
Prospective investors should inform themselves as to the legal requirements and tax consequences
within the countries of their residence and domicile for the acquisition, holding or disposition of
Preference Shares and any foreign exchange restrictions that might be relevant to them. This Offering
Circular does not constitute an offer of, or an invitation by or on behalf of, the Issuer, the Bank or the
Managers to subscribe for or purchase any of the Preference Shares.
Investors should satisfy themselves that they understand all the risks associated with making
investments in the nature of the Preference Shares. If a prospective investor is in any doubt whatsoever
as to the risks involved in investing in the Preference Shares, he should consult his or her professional
advisers.
The distribution of this Offering Circular and the offering of the Preference Shares in certain
jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are
required by the Issuer, the Bank and the Managers to inform themselves about, and to observe, any such
restrictions.
No action has been taken as a matter of the laws of any jurisdiction to permit the public offering
of the Preference Shares in any jurisdiction. Accordingly, the Preference Shares may not be offered or
sold, directly or indirectly and this Offering Circular may not be distributed in any jurisdiction, except
in accordance with the legal requirements applicable in that jurisdiction. In particular, the Preference
Shares have not been, and will not be, registered under the United States Securities Act of 1933, as
amended (the ``Securities Act''). Subject to certain exceptions, the Preference Shares may not be offered,
sold or delivered within the United States or to U.S. persons. A further description of certain restrictions
on the offering and sale of the Preference Shares and on the distribution of this Offering Circular is given
under ``Subscription and Sale'' below.
The Preference Shares are only suitable for financially sophisticated investors who are capable of
evaluating the risks involved in investing in the Preference Shares.
Unless otherwise specified or the contact requires, references to ``'', ``euro'' and ``EUR'' are to the
currency introduced at the start of the third stage of European economic and monetary union pursuant
2

to 2 the EC Treaty, as amended from time to time. References to ``U.S.$'', ``USD'' and ``U.S. dollars'' are
to the lawful currency of the United States of America.
References to ``bn'' and to a ``billion'' are to a thousand million. Reference to ``mn'' are to a million.
References to ``b.p.'' are to basis points.
This Offering Circular may only be used for the purpose for which it has been published.
In connection with this issue, Merrill Lynch International (or persons acting on behalf of Merrill
Lynch International) may over-allot the Preference Shares (provided that, in the case of any Preference
Shares to be admitted to trading on the London Stock Exchange, the aggregate liquidation preference of
Preference Shares allotted does not exceed 105 per cent. of the aggregate liquidation preference of the
Preference Shares) or effect transactions with a view to supporting the market price of the Preference
Shares at a level higher than that which might otherwise prevail. However, there is no assurance that
Merrill Lynch International (or persons acting on behalf of Merrill Lynch International) 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 Preference Shares 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 Preference
Shares and 60 days after the date of the allotment of the relevant Preference Shares.
3

TABLE OF CONTENTS
Summary ..................................................................................................................................................
5
Risk Factors ............................................................................................................................................
12
Terms and Conditions of the Preference Shares......................................................................................
15
Subordinated Guarantee ..........................................................................................................................
29
Use of Proceeds ......................................................................................................................................
38
Business Description of the Group..........................................................................................................
39
Description of the Issuer..........................................................................................................................
86
Description of Caixa Geral de Depósitos, France Branch ......................................................................
88
The Portuguese Banking System ............................................................................................................
89
Taxation....................................................................................................................................................
93
Subscription and Sale ..............................................................................................................................
95
General Information ................................................................................................................................
97
Appendix One: Financial Statements of the Bank for the years ended 31 December 2003 and 2004
and unaudited Financial Statements of the Bank for the six months ended 30 June 2005 ....................
F-1
4

SUMMARY
The following summary is qualified in its entirety by the more detailed information and financial
statements included elsewhere in this Offering Circular. Capitalised terms used but not defined in this summary
shall bear the respective meanings ascribed to them under ``Description of the Preference Shares'' below.
Prospective investors should also consider carefully, amongst other things, the factors set out under ``Investment
Considerations'' below.
Issuer:
Caixa Geral Finance Limited a wholly owned direct subsidiary of the A9.4.1.1
Bank, incorporated as an Exempted Company under the Companies Law
of the Cayman Islands on 10 March 2004.
Guarantor:
Caixa Geral de Depósitos, S.A., acting through its France branch.
A13.4.1
A9.4.1.1
Issue Size:
EUR 350,000,000
Preference Shares:
EUR 350,000,000 Perpetual Non-cumulative Guaranteed Preference
Shares, each with a par value and a liquidation preference of EUR 50,000
(the ``Liquidation Preference'').
While the Preference Shares are represented by the Global Certificate, the
Preference Shares will be tradeable in the European Clearing Systems in
an amount equal to EUR 50,000 per Preferred Security and integral
multiples of EUR 1,000 thereafter.
Use of Proceeds:
The proceeds of the issue of the Preference Shares will be used by the
Issuer to subscribe for a Subordinated Deposit (the ``Subordinated
Deposit'') issued by the Bank. The proceeds of the issue will augment the
Bank's Tier 1 Capital on a consolidated basis.
Dividends:
Dividends on the Preference Shares will be paid by the Issuer out of funds
legally available therefor if and when declared by the Directors of the
Issuer, subject to certain limitations (see ``Restrictions on Payments''
below).
For each Dividend Period before and including 30 September 2015, (the
``First Call Date''), Dividends will be payable at a variable rate per annum
of 0.77% per annum above three-month EURIBOR.
For each Dividend Period after the First Call Date, Dividends will be
payable at a variable rate per annum of 1.77% per annum above three-
month EURIBOR.
Dividend Payment Dates:
Dividend payments on the Preference Shares will be payable, if and when
declared by the Directors of the Issuer, quarterly in arrear on 30 March,
30 June, 30 September and 30 December of each year commencing on
30 September 2005.
Subordinated Guarantee:
The Bank will unconditionally guarantee payments on the Preference A6.1
Shares in respect of declared Dividends, payments on liquidation of the
Issuer, amounts on redemption and any additional amounts on the
Preference Shares.
Subject to applicable law, the Subordinated Guarantee will rank:
5

·
junior to all liabilities of the Bank other than any liability expressed
to rank pari passu with or junior to the Subordinated Guarantee (the
``Senior Creditors'');
·
pari passu with any Liquidation Parity Obligations of the Bank (as
defined below); and
·
senior to Junior Obligations.
``Junior Obligations'' means (i) ordinary shares of the Bank, (ii) each class
of preferred or preference shares or similar securities of the Bank that
ranks junior to the most senior ranking preferred or preference shares or
similar securities of the Bank and (iii) any preference share or preferred
security of a Subsidiary or the Issuer (other than the Preference Shares)
entitled to the benefit of a guarantee or support agreement or similar
undertaking of the Bank that ranks junior to the Subordinated Guarantee
or any such guarantees or support agreements or similar undertakings of
the Bank.
The Subordinated Guarantee is intended to provide for dividend,
redemption and liquidation rights equivalent to those which would attach
to the Preference Shares had they been issued directly by the Bank.
The Bank will undertake in the Subordinated Guarantee that it will not
issue any preferred or preference shares ranking senior to its obligations
under the Subordinated Guarantee or give any guarantee in respect of any
preferred or preference shares issued by any Subsidiary if such guarantee
would rank senior to the Subordinated Guarantee (including, without
limitation, any guarantee that would provide a priority of payment with
respect to Distributable Funds) unless, in each case the Subordinated
Guarantee is changed to give the Holders such rights and entitlements as
are contained in or attached to such other guarantee so that the
Subordinated Guarantee ranks pari passu with, and contains substantially
equivalent rights or priority as to payment of Distributable Funds, as any
such preferred or preference shares or other guarantee.
The Bank's obligations under the Subordinated Guarantee may be further
limited by the availability of Distributable Funds (as defined below).
The Bank will, inter alia, undertake in the Subordinated Guarantee that in
the event that any Dividend is not paid in full to the holders of the
Preference Shares, the Bank will not:
(a)
declare or pay any distribution or dividend and, where applicable,
will procure that no distribution or dividend is declared or paid on
any Junior Obligations, until after the fourth consecutive following
Dividend Payment Date on which a Dividend is paid in full;
(b)
(if permitted) repurchase or redeem Parity Obligations or Junior
Obligations until after the fourth consecutive following Dividend
Payment Date on which a Dividend is paid in full.
6

Restrictions on Payments:
Provided that the following Restrictions on Payments do not apply,
Dividends on the Preference Shares will be payable by the Issuer.
Neither the Issuer nor the Bank under the Subordinated Guarantee will be
obligated to make any payment in respect of Dividends:
(a)
to the extent that such payment, together with the amount of:
·
any Dividends (including Additional Amounts in respect
thereof) previously paid by the Issuer in respect of the
Preference Shares in the then current Dividend Period;
·
any payments made by the Bank in respect of such Dividends
(including Additional Amounts in respect thereof) in the then
current fiscal year;
·
any dividends previously paid on any preferred or preference
shares of the Bank ranking pari passu as regards
participation in profits with the Bank's obligations under the
Subordinated Guarantee in the then current fiscal year;
·
any dividends proposed to be paid on any preferred or
preference shares of the Bank ranking pari passu as regards
participation in profits with the Bank's obligations under the
Subordinated Guarantee in the then current Dividend Period;
·
any dividends previously paid on or guaranteed payments in
respect of all other preferred or preference shares of the
Issuer or any other subsidiary of the Bank entitled to the
benefit of any guarantee ranking pari passu as regards
participation in profits with the Bank's obligations under the
Subordinated Guarantee in the then current fiscal year; and
·
any dividends proposed to be paid on or guaranteed
payments proposed to be made in respect of all other
preferred or preference shares of the Issuer or any other
subsidiary of the Bank entitled to the benefit of any
guarantee ranking pari passu as regards participation in
profits with the Bank's obligations under the Subordinated
Guarantee in the then current Dividend Period;
would exceed Distributable Funds (as defined below) in
relation to the Bank; and
(b)
even if Distributable Funds are sufficient, if the Issuer has been
notified that in the judgement of the Board of Directors of the Bank
after consultation with the Bank of Portugal, such payment would
breach or cause a breach by the Bank of the Capital Adequacy
Regulations.
For the avoidance of doubt, the payment of Dividends by the Issuer is at
the discretion of the Directors of the Issuer and subject to the requirements
of Cayman Islands law.
7

In the event that the payments described above cannot be made in full by
reason of any such limitation, such payments will be made pro rata in the
proportion that the amount available for payment bears to the full amount
that would have been payable but for such limitation.
``Distributable Funds'' means in respect of each fiscal year of the Bank, the
aggregate amount, as calculated as of the end of the immediately preceding
fiscal year, of accumulated retained earnings and any other reserves and
surpluses available for distribution as cash dividends to holders of the
ordinary share capital of the Bank under the companies laws of Portugal
before deduction of the amount of any dividend or other distribution
declared on the Bank's ordinary capital in respect of such prior fiscal year;
increased or decreased by the amount of any profit or loss from such prior
fiscal year net of any amounts which are required to be transferred to legal
or other restricted reserves and net of any distribution of bonuses pursuant
to the Bank's statutes to employees and directors or funds distributed to
their pension fund approved at the annual general meeting of shareholders
that approves the accounts in respect of such prior fiscal year.
Dividends non-cumulative:
If the Directors of the Issuer do not declare a Dividend payable on a
Dividend Payment Date, the entitlement of the holders of the Preference
Shares to such Dividend shall lapse. Accordingly no payment will need to
be made at any time by the Issuer or the Bank in respect of any such
missed payment.
Withholding Tax and Additional
Subject to customary exceptions, the Issuer will pay any additional
Amounts:
amounts as may be necessary for the net amounts received by the holders
of the Preference Shares, after deduction of any Cayman Islands,
Portuguese, French or UK withholding taxes, to equal the amount the
Issuer is otherwise required to pay. Pursuant to the Subordinated
Guarantee, the Bank will pay any additional amounts not paid by Issuer.
The Bank will also pay any additional amounts necessary for the net
amounts received by holders, after deduction of any Portuguese, French or
UK withholding taxes, to equal the amount it is otherwise required to pay
under the Subordinated Guarantee.
The obligations of the Issuer and of the Bank to pay any such additional
amounts will be subject to limitations as described in ``Restrictions on
Payments''.
No Fixed Maturity:
The Preference Shares are perpetual securities and not subject to any
mandatory redemption provisions and may only be redeemed in the
circumstances described below.
Optional Redemption:
The Issuer may redeem any or all the Preference Shares on 30 September A13.4.9
2015 (the ``First Call Date'') or on any Dividend Payment Date thereafter
at a redemption price of EUR 50,000 plus an amount equal to any accrued
and unpaid dividend in respect of the most recent Dividend Period,
whether or not declared up to the date of redemption and any Additional
Amounts (the ``Redemption Price''). Furthermore, the Issuer may also
redeem the Preference Shares, in whole, but not in part, at any time upon
8

the occurrence of a Tax Event (as defined below) or Capital
Disqualification Event (as defined below).
Any such redemption will be subject to the prior consent of the Bank and
the Bank of Portugal and subject to the requirements of Cayman Islands
law.
Tax Event Redemption:
If at any time a Tax Event occurs and is continuing, the effect of which
cannot be avoided by the Issuer or the Bank taking reasonable measures
available to it, the Preference Shares are redeemable in whole, but not in
part, at the option of Issuer (subject to Cayman Islands law) at the
Redemption Price.
Any such redemption will be subject to the prior consent of the Bank and
the Bank of Portugal.
As used herein, ``Tax Event'' means that, as a result of a change in any law
or regulation of Portugal, the Cayman Islands, France or the UK, or in any
treaty to which Portugal, the Cayman Islands, France or the UK is a party,
or in the official interpretation or application of any law, regulation or
treaty by any relevant body in Portugal, the Cayman Islands, France or the
UK:
(a)
payments to Holders would be subject to deduction or to
withholding tax or would give rise to any obligation of the Issuer or
the Bank to account for any tax in the Cayman Islands, Portugal,
France or the UK; or
(b)
the Bank would be unable for reasons outside its control to procure
payment by the Issuer and in making payments under the
Subordinated Guarantee, such payments by the Bank would be
subject to deduction or to withholding tax in Portugal, France or the
UK; or
(c)
the Issuer or the Bank would be subject to more than a de minimis
amount of tax in respect of the Preference Shares or the
Subordinated Guarantee in the Cayman Islands, France or Portugal;
or
(d)
the Bank would not obtain relief for the purposes of Portuguese
corporation tax for any payment of interest on any inter-company
lending of the proceeds of the Preference Shares.
Capital Disqualification
If at any time a Capital Disqualification Event has occurred and is
Event Redemption
continuing, the Preference Shares are redeemable at any time in whole, but
not in part, at the option of Issuer at the Redemption Price.
Any such redemption will be subject to the prior consent of the Bank and
the Bank of Portugal and subject to Cayman Islands law.
As used herein, ``Capital Disqualification Event'' means a change in any
applicable law or regulation, or in the official interpretation or application
thereof, as a result of which, for the purposes of the Bank of Portugal's
capital adequacy requirements applicable to Portuguese banks at that time,
9

the Preference Shares will no longer qualify for inclusion in the Tier 1
Capital of the Bank on a consolidated basis.
Liquidation Distributions:
The Bank has undertaken in the Subordinated Guarantee that, so long as
any of the Preference Shares are outstanding, it will not permit or cause the
liquidation, dissolution or winding up of the Issuer unless the Bank of
Portugal has so approved or the Bank itself is in liquidation.
If the Issuer is voluntarily or involuntarily liquidated, dissolved or wound
up, the holders of Preference Shares then outstanding will be entitled to
receive an amount equal to the total of the Liquidation Preference plus
accrued and unpaid Dividends (whether or not declared) for the then
current Dividend Period to but excluding the date of payment and any
Additional Amounts. Any such payment will be made:
·
out of the assets of Issuer which are available to be distributed to
shareholders;
·
before any assets are distributed to holders of Issuer's ordinary
shares or any other class of its shares ranking junior to the
Preference Shares as to participation in its assets; and
·
together with the holders of any other Liquidation Parity
Obligations.
The amount the holders of the Preference Shares would be entitled to
receive as described above is referred to as the Liquidation Distribution.
However, even if sufficient assets of Issuer are available to pay the
Liquidation Distribution as described above, if proceedings are pending or
commenced to voluntarily or involuntarily liquidate, dissolve or wind-up
the Bank when such Liquidation Distribution is to be paid, then the
provisions below will apply.
The Directors of the Issuer shall convene an extraordinary general meeting
of the Issuer for the purpose of placing the Issuer in liquidation. The
Liquidation Distribution per share paid to Holders of the Preference Shares
and the liquidation distribution per share paid to holders of the most senior
preferred or preference shares and other similar instruments qualifying as
tier 1 capital of the Bank and all preferred or preference shares or similar
instruments of subsidiaries of the Bank qualifying as tier 1 capital of the
Bank on a consolidated basis and entitled to the benefit of any guarantee,
support agreement or other contractual obligation of the Bank ranking
equally with the guarantee of the Preference Shares as to participation in
the Bank's assets (``Liquidation Parity Obligations''), will not exceed the
amount per share that would have been paid as the liquidation distribution
from the Bank's assets had the Preference Shares and all such other
Liquidation Parity Obligations been issued by the Bank and ranked:
·
junior to all Senior Creditors;
·
pari passu with the Bank's Liquidation Parity Obligations; and
·
senior to all Junior Obligations.
10