Obligation Terrea 7.5% ( XS0295632847 ) en EUR

Terrea

100 % ⇌

France

XS0295632847 ( en EUR )

7.5% par an ( paiement semestriel )

30/10/2025 - Obligation échue

Prospectus brochure de l'obligation Tereos XS0295632847 en EUR 7.5%, échue

50 000 EUR

500 000 000 EUR

Tereos est un groupe coopératif français spécialisé dans la transformation de betteraves et de canne à sucre, produisant du sucre, de l'éthanol et d'autres produits dérivés.

L'Obligation émise par Terrea ( France ) , en EUR, avec le code ISIN XS0295632847, paye un coupon de 7.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/10/2025

NOT FOR GENERAL CIRCULATION
IN THE UNITED STATES
Tereos Europe
500,000,000 63/8% Senior Notes due 2014
The Issuer
·
We may redeem all of the notes at a price equal to their principal
·
Tereos Europe is a finance subsidiary of Tereos, that currently has
amount plus accrued and unpaid interest, upon the occurrence of
no independent operations. Following this offering, Tereos
certain changes in applicable tax law.
Europe's only significant assets will be the 500,000,000 note
·
We must offer to repurchase the notes at a purchase price of
proceeds loan to Tereos.
101% of the principal amount plus accrued and unpaid interest
upon the occurrence of certain change of control events
The Guarantor
described in this offering memorandum.
·
Tereos is an agro-industrial cooperative that is the leading French
·
We must offer to repurchase the notes at a purchase price of
sugar producer, the second-largest sugar producer in the European
100% of the principal amount plus accrued and unpaid interest
Union and a producer of glucose, ethanol and alcohol.
using the proceeds of certain asset sales.
Interest
·
Other than in the circumstances set out above, we may not
·
Interest on the notes will accrue at the rate of 6 3/8% per annum and
redeem the notes prior to maturity.
will be payable semi-annually in arrears on April 15 and October
15, commencing on October 15, 2007. We will make each interest
Notice to Investors
payment to the holders of record on the immediately preceding
·
You should carefully consider the risk factors beginning on
April 1 and October 1.
page 12 before investing in the notes.
Maturity
·
The notes and the guarantee have not been and will not be
·
The notes will mature on April 15, 2014.
registered under the U.S. Securities Act of 1933 (the
Ranking
"Securities Act") or the securities laws of any other
·
The notes will:
jurisdiction, and may not be offered or sold within the United
·
be senior obligations of the issuer;
States or to, or for the account or benefit of, U.S. persons (as
·
will be secured by a first-priority pledge over the note
defined in Regulation S under the Securities Act) except
proceeds loan; and
pursuant to an exemption from, or in a transaction not
·
will be unconditionally guaranteed by Tereos on a senior
subject to, the registration requirements of the Securities Act.
basis.
In the United States, the offering is being made only to
·
The guarantee will:
"qualified institutional buyers" (as defined in Rule 144A
·
be a general senior obligation of Tereos;
under the Securities Act) in reliance on Rule 144A under the
·
will be pari passu in right of payment with all existing and
Securities Act. Prospective purchasers that are qualified
future senior indebtedness of Tereos;
institutional buyers are hereby notified that the initial
·
will be senior in right of payment to any subordinated
purchasers of the notes may be relying on the exemption from
indebtedness of Tereos; and
the provisions of Section 5 of the Securities Act provided by
·
will be secured by a second-priority pledge over the shares
Rule 144A thereunder. Outside the United States, the offering
of certain subsidiaries of Tereos.
is being made in reliance on Regulation S under the Securities
·
As of September 30, 2006, after giving pro forma effect to the
Act. See "Notice to Investors" and "Transfer Restrictions"
issuance of the notes in this offering and the application of the
for additional information about eligible offerees and transfer
proceeds therefrom as described under "Use of Proceeds," and
restrictions.
"Capitalization" we, including our subsidiaries, would have had
352.4 million of secured indebtedness under our senior credit
Settlement
facility, we, excluding our subsidiaries, would have had an
·
On the closing date of the offering, global notes representing the
additional 147.0 million of other indebtedness and our
notes will be deposited and registered in the name of a nominee of a
subsidiaries (other than the issuer) would have had an additional

common depositary for Euroclear Bank S.A/N.V. ("Euroclear")
502.2 million of other indebtedness, trade payables and other
and/or Clearstream Banking, société anonyme ("Clearstream").
liabilities outstanding.
·
The notes are expected to be delivered to the initial purchasers in
Redemption and Repurchase
book entry form through Euroclear and Clearstream on or about
·
We may redeem some or all of the notes prior to the maturity
April 12, 2007. See "Plan of Distribution."
date at a price equal to 100% of the principal amount thereof
plus the "make whole" premium described in this offering
Listing
memorandum, plus accrued and unpaid interest.
·
We have applied to admit the notes to listing on the Official List
·
Prior to April 15, 2010, we may redeem up to 35% of the notes
of the Luxembourg Stock Exchange and to trading on the Euro
from the proceeds of certain equity offerings.
MTF market.
Offering Price of the Notes: 100.0% plus accrued interest, if any
Sole Book-Running Lead Manager
CALYON
Co-Managers
Groupe Crédit Mutuel-CIC
Rabobank International
NATIXIS
Dated April 4, 2007

TABLE OF CONTENTS
Page
FORWARD LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ii
INDUSTRY AND MARKET DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iii
PRESENTATION OF FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iii
NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
v
EXCHANGE RATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
x
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . .
10
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . .
33
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
57
THE NEW EU SUGAR REGIME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
62
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
90
OWNERSHIP STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
94
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
97
DESCRIPTION OF OTHER INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
98
DESCRIPTION OF NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
104
BOOK ENTRY, DELIVERY AND FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
153
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
158
CERTAIN U.S. TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
160
CERTAIN FRENCH TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
163
TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
164
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
165
INDEPENDENT AND STATUTORY AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
165
ENFORCEABILITY OF CIVIL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
165
LISTING AND GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
167
GLOSSARY OF SELECTED TERMS IN THIS OFFERING MEMORANDUM . . . . . . . . . . . . . . . . . . . . . . . . . .
169
SUMMARY OF CERTAIN DIFFERENCES BETWEEN FRENCH GAAP AND INTERNATIONAL
FINANCIAL REPORTING STANDARDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
171
INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
i

FORWARD LOOKING STATEMENTS
Various statements contained in this offering memorandum constitute "forward looking statements" as that
term is defined under the U.S. Private Securities Litigation Reform Act of 1995. All statements other than
statements of historical fact included in this offering memorandum, including, without limitation, statements
regarding our future financial position, strategy, anticipated investments, costs and results (including growth
prospects in particular countries), plans, projects to enhance efficiency, impact of governmental regulations or
actions, litigation outcomes and timetables, future capital expenditures, liquidity requirements, the successful
integration of acquisitions and joint ventures into our group, and objectives of management for future operations,
may be deemed to be forward looking statements. When used in this offering memorandum, the words "believe,"
"anticipate," "should," "intend," "plan," "will," "expect," "estimates," "positioned," "strategy" and similar
expressions identify these forward looking statements. These forward looking statements involve known and
unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements or
industry results to be materially different from those contemplated, projected, forecasted, estimated or budgeted,
whether expressed or implied, by these forward looking statements. These factors include those set forth in the
section of this offering memorandum captioned "Risk Factors" beginning on page 12, which include, among
others:
·
risks associated with the reform of the sugar regime in the European Union, the reduction of quotas for
sugar production and decreased sugar prices;
·
risks associated with the WTO's decision limiting exports of sugar by the European Union;
·
fluctuations in the world market prices for sugar or ethanol;
·
significant competition in the markets in which we operate;
·
risks associated with agricultural growing conditions;
·
the possibility of sugar substitutes reducing demand for our products;
·
changes in consumer and dietary preferences;
·
increases in energy costs;
·
costs associated with compliance with environmental laws and regulations, which could require us to
modify our production facilities and procedures;
·
risks associated with industrial investments to maintain and expand our capacity;
·
fluctuations in currency exchange rates;
·
risks related to contamination or other product risks;
·
certain risks related to mergers and acquisitions;
·
risks associated with our international operations, including local business risks;
·
risks related to the influence of the Brazilian government over the Brazilian economy;
·
risks related to government support for biofuels;
·
risks related to reduction or cancellation of EU import duties on ethanol;
·
risks related to over capacity, due to the expansion of ethanol production;
·
risks related to the volatility and strong correlation with the price of gasoline of ethanol prices in Brazil;
·
the possibility that alternative fuel concepts, products and production methods may harm us;
·
competitive disadvantage due to failure to obtain government licenses to produce ethanol in France;
·
the ability to retain our key personnel;
·
the possibility of disruptions in our workforce, including the use of seasonal workers;
·
risks concerning changes related to our use of manual labor to cut sugar in Brazil;
·
risks associated with a loss of Tereos' legal status as a French agricultural cooperative union (union de
coopératives agricoles);
·
changes in accounting principles; and
·
differences between French GAAP, IFRS and U.S. GAAP.
ii

The risks included here are not exhaustive. Moreover, we operate in a very competitive and rapidly
changing environment. New risk factors emerge from time to time and it is not possible for us to predict all such
risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results
to differ materially from those contained in any forward looking statements. Given these risks and uncertainties,
investors should not place any undue reliance on forward looking statements as a prediction of actual results.
We assume no obligation to update the forward looking statements contained in this offering memorandum
to reflect actual results, changes in assumptions or changes in factors affecting these statements.
INDUSTRY AND MARKET DATA
Information relating to markets, market size, market share, market position, growth rates, average prices and
other industry data pertaining to our business contained in this offering memorandum consists of estimates based
on data reports compiled by professional organizations and analysts, on data from other external sources, on our
knowledge of our sales and markets and on our own calculations based on such information. In many cases, there
is no readily available external information (whether from trade associations, government bodies or other
organizations) to validate market related analyses and estimates, thus requiring us to rely on internally developed
estimates. While we have compiled, extracted and reproduced market or other industry data from external
sources, including third parties or industry or general publications, neither we nor the initial purchasers have
independently verified the data. We cannot assure you of the accuracy and completeness of, and take no
responsibility for, such data other than for its accurate reproduction. Similarly, while we believe our internal
estimates to be reasonable, they have not been verified by any independent sources, and we cannot assure you as
to their accuracy.
PRESENTATION OF FINANCIAL INFORMATION
We have prepared the financial statements contained in this offering memorandum in accordance with
generally accepted accounting principles in France, or French GAAP. French GAAP differs in significant
respects from International Financial Reporting Standards, or IFRS. For a discussion of certain material
differences between French GAAP and IFRS, see "Summary of certain differences between French GAAP and
International Financial Reporting Standards" elsewhere in this offering memorandum.
The terms "we," "our" or "us" refer to Tereos and all of its consolidated subsidiaries, unless the context
suggests otherwise. The term "you" generally refers to a prospective purchaser of our notes.
References to "euros," "Euros" or "" are to the lawful currency of the European Monetary Union,
references to "U.S. dollars," "dollars", "U.S.$" or "$" are to the lawful currency of the United States and
references to "real," "reais" or "R$" are to the lawful currency of Brazil.
References to a "financial year" are to the financial year ended on September 30 of the year indicated.
References to a "marketing year" are to the year running from October 1 to September 30 of the years
indicated with respect to sugar from sugar beets and from May 1 to April 30 of the years indicated with respect to
sugar from sugar cane.
Unless otherwise indicated, this offering memorandum describes the structure of Tereos and its subsidiaries
as of the time of the closing of the offering of notes as contemplated by this offering memorandum.
WHERE YOU CAN FIND MORE INFORMATION
Each purchaser of notes from the initial purchasers will be furnished with a copy of this offering
memorandum and, to the extent provided to the initial purchasers by us, any related amendment or supplement to
this offering memorandum. So long as the notes are outstanding and are "restricted securities" within the
meaning of Rule 144 under the Securities Act, the issuer and the guarantor have agreed in the indenture
governing the notes that they will, upon request, furnish to any holder or beneficial owner of the notes the
information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to permit compliance
with Rule 144A in connection with resales of the notes. Any such request should be directed to Tereos at Tour
Lilleurope, 11, Parvis de Rotterdam, 59777 Lille, France, Attention: Finance Department. Telephone: +33 (0) 3
28 38 79 65/79 59.
iii

Additionally, so long as the notes are listed on the Luxembourg Stock Exchange, copies of these filings and
other information relating to the issuance of the notes will be available in the specified offices of the paying
agent and transfer agent in Luxembourg at the address listed on the inside of the back cover of this offering
memorandum.
You should rely only upon the information provided in this offering memorandum. We have not authorized
anyone to provide you with different information. You should not assume that the information in this offering
memorandum is accurate as of any date other than that on the front cover of this offering memorandum.
iv

NOTICE TO INVESTORS
This offering memorandum does not constitute an offer to sell or an invitation to subscribe for or purchase
any of the notes in any jurisdiction in which such offer or invitation is not authorized or to any person to whom it
is unlawful to make such an offer or invitation. No action has been, or will be, taken to permit a public offering
in any jurisdiction where action would be required for that purpose. Accordingly, the notes may not be offered or
sold, directly or indirectly, and this offering memorandum may not be distributed, in any jurisdiction except in
accordance with the legal requirements applicable in such jurisdiction. You must comply with all laws that apply
to you in any place in which you buy, offer or sell any notes or possess this offering memorandum. You must
also obtain any consents or approvals that you need in order to purchase any notes. We and the initial purchasers
are not responsible for your compliance with these legal requirements. See also "Plan of Distribution."
You should base your decision to invest in the notes solely on information contained in this offering
memorandum. Neither we nor the initial purchasers have authorized anyone to provide you with different
information. In addition, neither we nor the initial purchasers nor any of our or their respective representatives
are providing you with any legal, business, tax or other advice in this offering memorandum. You should consult
with your own advisors as needed to assist you in making your investment decision and to advise you whether
you are legally permitted to purchase the notes.
By accepting delivery of this offering memorandum, you agree to the foregoing restrictions and agree not to
use any information herein for any purpose other than considering an investment in the notes.
We accept responsibility for the information contained in this offering memorandum. We have made all
reasonable inquiries and confirm to the best of our knowledge, information and belief that the information
contained in this offering memorandum with regard to us, our subsidiaries and our affiliates and the notes is true
and accurate in all material respects, that the opinions and intentions expressed in this offering memorandum are
honestly held and that we are not aware of any other facts the omission of which would make this offering
memorandum or any statement contained herein misleading in any material respect.
The information set out in relation to sections of this offering memorandum describing clearing and
settlement arrangements, including the section entitled "Book Entry, Delivery and Form," is subject to any
change in or reinterpretation of the rules, regulations and procedures of Euroclear or Clearstream.
We will not, nor will any of our agents, have responsibility for the performance of the respective obligations
of Euroclear and Clearstream or their respective participants under the rules and procedures governing their
operations, nor will we or our agents have any responsibility or liability for any aspect of the records relating to,
or payments made on account of, book-entry interests held through the facilities of any clearing system or for
maintaining, supervising or reviewing any records relating to these book-entry interests. Investors wishing to use
these clearing systems are advised to confirm the continued applicability of their rules, regulations and
procedures.
This offering memorandum contains summaries believed to be accurate with respect to certain documents,
but reference is made to the actual documents for complete information. All such summaries are qualified in their
entirety by such reference. Copies of documents referred to herein will be made available to prospective
investors upon request to us.
The initial purchasers, the trustee and any other agents acting with respect to the notes accept no
responsibility for and make no representation or warranty, express or implied, as to the accuracy or completeness
of the information set out in this offering memorandum and nothing contained in this offering memorandum is,
or should be relied upon as, a promise or representation by the initial purchasers, the trustee, or any other agents
acting with respect to the notes as to the past or the future.
By purchasing the notes, you will be deemed to have acknowledged that you have reviewed this offering
memorandum and have had an opportunity to request, and have received, all additional information that you need
from us. No person is authorized in connection with any offering made by this offering memorandum to give any
v

information or to make any representation not contained in this offering memorandum and, if given or made, any
other information or representation must not be relied upon as having been authorized by us or the initial
purchasers.
The information contained in this offering memorandum is as of the date hereof. Neither the delivery of this
offering memorandum at any time after the date of publication nor any subsequent commitment to purchase the
notes shall, under any circumstances, create an implication that there has been no change in the information set
out in this offering memorandum or in our business since the date of this offering memorandum.
The notes and the guarantee have not been and will not be registered under the Securities Act or the
securities laws of any state of the United States, and may not be offered or sold within the United States or to, or
for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act) except pursuant
to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
In the United States, the offering of the notes is being made only to "qualified institutional buyers" (as
defined in Rule 144A under the Securities Act). Prospective purchasers that are qualified institutional buyers are
hereby notified that the initial purchasers of the notes may be relying on an exemption from the provisions of
Section 5 of the Securities Act provided by Rule 144A. Outside the United States, the offering of the notes is
being made in reliance on Regulation S under the Securities Act.
Neither the U.S. Securities and Exchange Commission (the "SEC"), any state securities commission nor any
non-U.S. securities authority has approved or disapproved of these securities or determined that this offering
memorandum is accurate or complete. Any representation to the contrary is a criminal offense.
The notes are subject to restrictions on transferability and resale, which are described under the caption
"Transfer Restrictions." By possessing this offering memorandum or purchasing any note, you will be deemed to
have represented and agreed to all of the provisions contained in that section of this offering memorandum. You
should be aware that you may be required to bear the financial risks of this investment for an indefinite period of
time.
We reserve the right to withdraw this offering of the notes at any time. We and the initial purchasers may
reject any offer to purchase the notes in whole or in part and to allot to any prospective purchaser less than the
full amount of the notes sought by it. The initial purchasers and certain of their respective related entities may
acquire, for their own accounts, a portion of the notes.
We cannot guarantee that our application to admit the notes to listing on the Official List of the Luxembourg
Stock Exchange and to trading on the Euro MTF market will be approved as of the settlement date for the notes
or at any time then after, and settlement of the notes is not conditioned on obtaining this listing.
STABILIZATION
IN CONNECTION WITH THE ISSUE OF THE NOTES, CALYON (THE "STABILIZING MANAGER")
(OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) 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 STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF THE
STABILIZING MANAGER) WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION
ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF
THE FINAL TERMS OF THE OFFER OF THE 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 NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES.
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NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF THE STATE OF NEW
HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON
THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE,
TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
THE NOTES MAY NOT BE OFFERED TO THE PUBLIC WITHIN ANY JURISDICTION. BY
ACCEPTING DELIVERY OF THIS OFFERING MEMORANDUM, YOU AGREE NOT TO OFFER,
SELL, RESELL, TRANSFER OR DELIVER, DIRECTLY OR INDIRECTLY ANY NOTES TO THE
PUBLIC.
This offering memorandum has been prepared on the basis that all offers of the notes will be made pursuant
to an exemption under the Prospectus Directive, as implemented in Member States of the European Economic
Area (the "EEA"), from the requirement to produce a prospectus for offers of the notes. Accordingly any person
making or intending to make any offer within the EEA of the notes should only do so in circumstances in which
no obligation arises for the Issuer or any of the initial purchasers to produce a prospectus for such offer. Neither
the issuer nor the initial purchasers have authorized, nor do they authorize, the making of any offer of the notes
through any financial intermediary, other than offers made by the initial purchasers which constitute the final
placement of the notes contemplated in this offering memorandum.
For the purpose of this restriction the expression "offer to the public" shall be construed in accordance
with the legal principles and provisions of each relevant jurisdiction and in relation to each Member State of the
European Economic Area that has implemented the Prospectus Directive (each, a "Relevant Member State").
"Offer to the public" means the communication in any form and by any means of sufficient information on the
terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the
notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in
that Member State except that the private placement of the notes with professional market parties is permitted.
The expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing
measure in each Relevant Member State.
France. The notes have not been and will not be offered or sold to the public in France ("appel public à
l'épargne"), and no offering or marketing materials relating to the notes must be made available or distributed in
any way that would constitute, directly or indirectly, an offer to the public in the Republic of France.
The notes may only be offered or sold in France to qualified investors ("investisseurs qualifiés"), to a
limited group of investors ("cercle restreint d'investisseurs"), and/or to providers of investment services relating
to portfolio management for the account of third parties, as defined in and in accordance with articles L.411-1,
L.411-2, D.411-1 and D.411-2 of the French Code monétaire et financier.
Prospective investors are informed that:
(i)
this offering memorandum has not been submitted for clearance to the French financial market
authority (Autorité des Marchés Financiers);
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(ii)
in compliance with articles L.411-1, L.411-2 and D.411-1 through D.411-4 of the French Code
monétaire et financier, any investors subscribing for the notes should be acting for their own
account; and
(iii)
the direct and indirect distribution or sale to the public of the notes acquired by them may only
be made in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 of the French Code
monétaire et financier.
Germany. The notes will not be offered, sold or publicly promoted or advertised in the Federal
Republic of Germany other than in compliance with the German Securities Prospectus Act (Gesetz über die
Erstellung, Billigung und Veröffentlichung des Prospekts, der beim öffentlichen Angebot von Wertpapieren oder
bei der Zulassung von Wertpapieren zum Handel an einem organisierten Markt zu veröffenlichen ist --
Wertpapierprospektgesetz) as of 22 June 2005, effective as of 1 July 2005 as amended, or any other laws and
regulations applicable in the Federal Republic of Germany governing the issue, offering and sale of securities.
This offering memorandum has not been approved under the German Securities Prospectus Act
(Wertpapierprospektgesetz) or the Directive 2003/71/EC and no selling prospectus (Verkaufsprospekt) within the
meaning of the German Securities Selling Prospectus Act has been or will be registered within the Financial
Supervisory Authority of the Federal Republic of Germany or otherwise published in Germany.
Italy. Each initial purchaser has acknowledged that the offer of the notes has not been registered with
the Commissione Nazionale per le Società e la Borsa ("CONSOB") (the Italian Securities and Exchange
Commission) pursuant to Italian securities legislation and, accordingly, notes may not be offered, sold or
delivered, nor may copies of this document or of any other document relating to the notes be distributed in the
Republic of Italy in a solicitation to the public at large (sollecitazione all'investimento) within the meaning of
Article 1, paragraph 1, letter (t) of Legislative Decree No. 58 of 24 February 1998 as amended (the "Financial
Services Act"), unless an exemption applies. Accordingly, in the Republic of Italy, the notes:
(a) shall only be offered or sold to professional investors (operatori qualifficati), as defined in Article 31,
second paragraph, of CONSOB Regulation No. 11522 of 1 July 1998, as amended and effected in
compliance with the terms and procedures provided therein ("Regulation No. 11522"); or
(b) shall only be offered or sold in circumstances which are exempted from the rules on solicitations of
investments pursuant to Article 100 of the Financial Services Act and Article 33, first paragraph, of
CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Moreover, and subject to the foregoing, each initial purchaser has acknowledged that any offer, sale or
delivery of the notes or distribution of copies of this document or any other document relating to the notes in the
Republic of Italy under (a) or (b) above must be:
(i)
made by an investment firm, bank or financial intermediary permitted to conduct such activities in the
Republic of Italy in accordance with the Financial Services Act, Legislative Decree No. 385 of 1 September
1993 (the "Banking Act"), Regulation No. 11522 and any other applicable laws and regulations;
(ii) in compliance with Article 100-bis of the Financial Services Act (if applicable); and
Any investor purchasing the notes in the offering is solely responsible for ensuring that any offer or resale of
the notes it purchased in the offering occurs in compliance with applicable Italian laws and regulations.
(iii) in compliance with any other applicable laws and regulations including any relevant notification
requirements or limitations which may be imposed by CONSOB or the Bank of Italy.
Insofar as the requirements above are based on laws which are superseded at any time pursuant to the
implementation of the EU Directive No. 2003/71 (the "Prospectus Directive"), such requirements shall be
replaced by the applicable requirements under the Prospectus Directive or the relevant implementing provisions.
Spain. The proposed offer of notes has not been registered with the Comisión Nacional del Mercado de
Valores (the "CNMV") and therefore the notes may not be offered in Spain by any means, except in
circumstances which do not qualify as a public offer of securities in Spain in accordance with article 30 bis of the
viii

Securities Market Act "Ley 24/1988, de 28 de julio de Mercado de Valores") as amended, or pursuant to an
exemption from registration in accordance with article 41 of the Royal Decree 1310/2005 ("Real Decreto
1310/2005, de 4 de noviembre por el que se desarrolla parcialmente la Ley 24/1988, de 28 de julio, del Mercado
de Valores, en materia de admisión a negociación de valores en mercados secundarios oficiales, de ofertas
públicas de venta o suscripción del folleto exigible a tales efectos").
United Kingdom. This offering memorandum is being distributed only to and is directed only at
(i) persons who are outside the United Kingdom, or (ii) investment professionals falling within Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), or (iii) high net
worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to
(e) of the Order (all such persons being referred to as "relevant persons" and each a "relevant person").
Accordingly, by accepting delivery of this offering memorandum, the recipient warrants and acknowledges that it
is such a relevant person. The notes are available only to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquires such notes will be engaged in only with, relevant persons. Any person who is not
a relevant person should not act or rely on this offering memorandum or any of its contents.
ix