Obligation SAS 4.625% ( XS0493098486 ) en EUR

SAS

100 % ▼

Luxembourg

XS0493098486 ( en EUR )

4.625% par an ( paiement annuel )

09/03/2020 - Obligation échue

Prospectus brochure de l'obligation SES XS0493098486 en EUR 4.625%, échue

50 000 EUR

650 000 000 EUR

Les Sciences Économiques et Sociales (SES) est une discipline scolaire qui vise à comprendre les mécanismes économiques et sociaux des sociétés contemporaines.

L'Obligation émise par SAS ( Luxembourg ) , en EUR, avec le code ISIN XS0493098486, paye un coupon de 4.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 09/03/2020

PROSPECTUS
SES
(incorporated as a société anonyme under the laws of Luxembourg)
SES GLOBAL AMERICAS HOLDINGS GP

(established as a general partnership under the laws of the State of Delaware)
4,000,000,000
Euro Medium Term Note Programme
This document comprises two base prospectuses (together, the Prospectus): (i) the base prospectus for SES in respect of non-equity securities within the meaning of
Regulation (EU) 2017/1129 (the Prospectus Regulation) (the Notes) to be issued by it under this 4,000,000,000 Euro Medium Term Note Programme (the Programme) and (ii)
the base prospectus for SES Global Americas Holdings GP (SES Americas) in respect of Notes to be issued by it under this Programme. Under the Programme, SES and SES
Americas (each an Issuer and, together, the Issuers) may from time to time issue Notes denominated in any currency agreed between the relevant Issuer and the relevant Dealer (as
defined below).
The payment of all amounts due in respect of the Notes issued by SES Americas will be unconditionally and irrevocably guaranteed by SES and the payment of all
amounts due in respect of the Notes issued by SES will, subject to the provisions of Condition 17 in "Terms and Conditions of the Notes", be unconditionally and irrevocably
guaranteed by SES Americas (each in its capacity as guarantor, the Guarantor).
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed 4,000,000,000 (or its equivalent in other
currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the Programme" and any additional Dealer appointed under
the Programme from time to time by the relevant Issuer (each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing basis.
References in this Prospectus to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agree ing
to subscribe such Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks, see "Risk Factors" on pages 5 to 27.
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under the Luxembourg Act
dated 16 July 2019 on prospectuses for securities, as amended (the Prospectus Law), for the approval of this Prospectus comprising two base prospectuses for the purposes of
Article 8 of the Prospectus Regulation. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme described in the Prospectus to
be listed on the official list of the Luxembourg Stock Exchange (the Official List) and admitted to trading on the regulated market of the Luxembourg Stock Exchange (the
Regulated Market). References in this Prospectus to Notes being listed (and all related references) shall mean that such Notes have been listed on the Official List and admitted to
trading on the Regulated Market. The Luxembourg Stock Exchange's Regulated Market is a regulated market for the purposes of the Markets in Financial Instruments Directive
(Directive 2014/65/EU (as amended, MiFID II)).
This Prospectus has been approved by the CSSF as competent authority under the Prospectus Law and the Prospectus Regulation. The CSSF only approves this
Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an
endorsement of the Issuers or the quality of the Notes that are the subject of this Prospectus and investors should make their own assessment as to the suitability of investing in the
Notes.
By approving a prospectus, in accordance with Article 20 of Regulation 2017/1129, the CSSF does not engage in respect of the economic and financial opportunity of
the operation or the quality and solvency of the Issuers or of the Notes to be issued hereunder. Pursuant to the Prospectus Law, the CSSF is not competent to approve prospectuses
for the offering to the public or for the admission to trading on regulated markets of money market instruments (as defined in point (17) of Article 4(1) of Directive 2014/65/EU)
having a maturity at issue of less than 12 months.
This Prospectus is valid for a period of twelve months from the date of approval and the obligation to supplement this Prospectus in the event of significant new
factors, material mistakes or material inaccuracies will not apply following the expiry of that period.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any final terms not contained herein which
are applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set out in a final terms document (the Final Terms). The minimum
denomination of each Note admitted to trading on a regulated market within the European Economic Area or the United Kingdom or offered to the public in a Member State of the
European Economic Area or the United Kingdom in circumstances which require the publication of a prospectus under the Prospectus Regulation will be 100,000 (or, if the Notes
are denominated in a currency other than euro, the equivalent amount in such currency).
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) or markets as may be agreed
between the relevant Issuer, the relevant Guarantor and the relevant Dealer. The Issuers may also issue unlisted Notes and/or Notes not admitted to trading on any market.
The rating of a certain Series (as defined under "Terms and Conditions of the Notes) of Notes to be issued under the Programme may be specified in the applicable
Final Terms. In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in
the European Union or the United Kingdom and registered under the Regulation (EC) No 1060/2009 (as amended) (the CRA Regulation) (and such registration has not been
withdrawn or suspended).
Notes may be issued in bearer or registered form (respectively Bearer Notes and Registered Notes). Bearer Notes of each Tranche will initially be represented by a
temporary global Note (each a Temporary Bearer Global Note) which will be deposited on the issue date thereof with a common depositary (the Common Depositary) or a
common safekeeper (the Common Safekeeper), as the case may be, on behalf of Euroclear Bank SA/NV (Euroclear), and Clearstream Banking S.A. (Clearstream, Luxembourg)
and/or any other agreed clearance system which will be exchangeable, as specified in the applicable Final Terms, for either a permanent global Note (each a Permanent Bearer
Global Note and, together with a Temporary Bearer Global Note, the Bearer Global Notes) or Notes in definitive form, in each case upon certification as to non-U.S. beneficial
ownership as required by U.S. Treasury regulations. If the Bearer Global Notes are stated in the applicable Final Terms to be issued in new global note (NGN) form, the Bearer
Global Notes will be delivered on or prior to the original issue date of the relevant Tranche to the Common Safekeeper for Euroclear and Clearstream, Luxembourg. A Permanent
Bearer Global Note will be exchangeable for definitive Notes in certain limited circumstances, all as further described in "Form of the Notes" below.
Registered Notes of each Tranche will initially be represented by a global note in registered form (a Registered Global Note) which will be deposited with a Common
Depositary or a Common Safekeeper, as the case may be, on behalf of Euroclear and Clearstream, Luxembourg. If a Registered Global Note is held under the New Safekeeping
Structure (the NSS) the Registered Global Note will be delivered on or prior to the original issue date of the relevant Tranche to a Common Safekeeper for Euroclear and
Clearstream, Luxembourg. A Registered Global Note will be exchangeable for definitive Notes, in certain limited circumstances, all as further described in "Form of the Notes"
below.
Bearer Global Notes which are not issued in NGN form and Registered Global Notes which are not held under the NSS will be deposited on the issue date of the
relevant Tranche with a Common Depositary on behalf of Euroclear and Clearstream, Luxembourg.

Arranger

BNP PARIBAS

Dealers

Banca IMI

Bank of China
Banque et Caisse d'Epargne de l'Etat, Luxembourg
BBVA

BNP PARIBAS

Commerzbank

Deutsche Bank

Goldman Sachs International
HELABA

HSBC
ING Bank N.V., Belgian Branch

J.P. Morgan
Landesbank Baden-Württemberg

Mizuho Securities
MUFG

NatWest Markets
SMBC Nikko

Société Générale Corporate & Investment Banking

The date of this Prospectus is 29 May 2020

2

Each of SES and SES Americas (the Responsible Persons) accepts responsibility for the
information contained or incorporated by reference in this Prospectus (including, for the

avoidance of doubt, any information contained in the Final Terms relating to an issue of Notes
under the Programme). To the best of the knowledge of each of SES and SES Americas, the
information contained or incorporated by reference in this Prospectus is in accordance with the
facts and does not omit anything likely to affect the import of such information.
The only persons authorised to use this Prospectus in connection with an offer of Notes
are the persons named as the relevant Dealer or the Managers in relation to the offer of Notes.
This Prospectus is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference" below). This
Prospectus shall be read and construed on the basis that such documents are incorporated in
and form part of this Prospectus.
Save for the Issuers, no party has independently verified the information contained or
incorporated by reference herein. Accordingly, no representation, warranty or undertaking,
express or implied, is made and no responsibility or liability is accepted by the Arranger or the
Dealers as to the accuracy or completeness of the information contained or incorporated in this
Prospectus or any other information provided by SES or SES Americas in connection with the
Programme. To the fullest extent permitted by law, none of the Dealers or the Arranger accepts
any responsibility for the contents of this Prospectus or for any other statement, made or
purported to be made by the Arranger or a Dealer or on its behalf in connection with the
Issuers, the Guarantors, or the issue and offering of the Notes. The Arranger and each Dealer
accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save
as referred to above) which it might otherwise have in respect of this Prospectus or any such
statement.
None of the Arranger, the Dealers or any of their respective affiliates have authorised
the whole or any part of this Prospectus and none of them makes any representation or
warranty or accepts any responsibility as to the accuracy or completeness of the information
contained in this Prospectus or any responsibility for any act or omission of the Issuers, the
Guarantors, or any other person (other than the relevant Dealer) in connection with the issue
and offering of the Notes.
No person is or has been authorised to give any information or to make any
representation not contained or incorporated by reference in or not consistent with this
Prospectus or any other information supplied in connection with the Programme or the Notes
and, if given or made, such information or representation must not be relied upon as having
been authorised by SES or SES Americas or the Arranger or any of the Dealers.
Neither this Prospectus nor any other information supplied in connection with the
Programme or any Notes (a) is intended to provide the basis of any credit or other evaluation or
(b) should be considered as a recommendation by SES or SES Americas or the Arranger or any
of the Dealers that any recipient of this Prospectus or any other information supplied in
connection with the Programme or any Notes should purchase any Notes. Each investor
contemplating purchasing any Notes should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of SES and/or SES
Americas. Neither this Prospectus nor any other information supplied in connection with the
Programme or the issue of any Notes constitutes an offer or invitation by or on behalf of SES or

1

SES Americas or the Arranger or any of the Dealers to any person to subscribe for or to
purchase any Notes.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes
shall in any circumstances imply that the information contained or incorporated by reference
herein concerning SES or SES Americas is correct at any time subsequent to the date hereof or
that any other information supplied in connection with the Programme is correct as of any time
subsequent to the date indicated in the document containing the same. The Arranger and the
Dealers expressly do not undertake to review the financial condition or affairs of SES or SES
Americas during the life of the Programme or to advise any investor in the Notes of any
information coming to their attention. The Notes and the guarantees have not been and will not
be registered under the United States Securities Act of 1933, as amended, (the Securities Act)
and include Notes in bearer form that are subject to U.S. tax law requirements unless such
Notes are considered issued in registered form for U.S. federal income tax purposes (see "Form
of the Notes"). Subject to certain exceptions, Notes may not be offered, sold or delivered within
the United States or to, or for the account or benefit of, U.S. persons (see "Subscription and
Sale").
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy
any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or
solicitation in such jurisdiction. The distribution of this Prospectus and the offer or sale of Notes
may be restricted by law in certain jurisdictions. SES, SES Americas, the Arranger and the
Dealers do not represent that this Prospectus may be lawfully distributed, or that any Notes
may be lawfully offered, in compliance with any applicable registration or other requirements
in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. In particular, unless specifically
indicated to the contrary in the applicable Final Terms, no action has been taken by SES, SES
Americas, the Arranger or the Dealers which is intended to permit a public offering of any
Notes or distribution of this Prospectus in any jurisdiction where action for that purpose is
required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this
Prospectus nor any advertisement or other offering material may be distributed or published in
any jurisdiction, except under circumstances that will result in compliance with any applicable
laws and regulations. Persons into whose possession this Prospectus or any Notes may come
must inform themselves about, and observe, any such restrictions on the distribution of this
Prospectus and the offering and sale of Notes. In particular, there are restrictions on the
distribution of this Prospectus and the offer or sale of Notes in the United States, the European
Economic Area, United Kingdom and Japan (see "Subscription and Sale" below).
Amounts payable under the Notes may be calculated by reference to the Euro Interbank
Offered Rate (EURIBOR) or the London Interbank Offered Rate (LIBOR) which are provided
by the European Money Markets Institute (EMMI) and the ICE Benchmark Administration
Limited (ICE) respectively. As at the date of this Prospectus, both ICE and EMMI appear on
the register of administrators and benchmarks established and maintained by the European
Securities and Markets Authority (ESMA) pursuant to Article 36 of the Benchmark Regulation
(Regulation (EU) 2016/1011) (the BMR).
Other than in relation to the documents which are deemed to be incorporated by
reference (see "Documents Incorporated by Reference" below), references to websites or uniform
resource locators ("URLs") in this Prospectus are inactive textual references. The contents of
any such website or URL shall not form part of this Prospectus.

2

All references in this document to "U.S. dollars", "U.S.$" and "$" refer to United States
dollars and all references to "euro" and "" refer to the currency introduced at the start of the
third stage of the European economic and monetary union pursuant to the Treaty establishing
the European Community (signed in Rome on 25 March 1957), as amended.
MiFID II product governance / target market The Final Terms in respect of any Notes
and any drawdown prospectus may include a legend entitled "MiFID II Product Governance"
which will outline the target market assessment in respect of the Notes and which channels for
distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a distributor) should take into consideration the target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own
target market assessment in respect of the Notes (by either adopting or refining the target
market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of
the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the MiFID
Product Governance Rules), any Dealer subscribing for any Notes is a manufacturer in respect
of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective
affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules.
PROHIBITION OF SALES TO EEA and UK RETAIL INVESTORS The Notes are
not intended to be offered, sold or otherwise made available to and should not be offered, sold
or otherwise made available to any retail investor in the European Economic Area (EEA) or in
the United Kingdom (UK). For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer
within the meaning of Directive (EU) 2016/97 (as amended or superseded, the Insurance
Distribution Directive), where that customer would not qualify as a professional client as defined
in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the
Prospectus Regulation. Consequently, no key information document required by Regulation
(EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the Notes or
otherwise making them available to retail investors in the EEA or in the UK has been prepared
and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the EEA or in the UK may be unlawful under the PRIIPS Regulation.
SINGAPORE SFA PRODUCT CLASSIFICATION - In connection with Section 309B
of the Securities and Futures Act (Chapter 289) of Singapore (the SFA) and the Securities and
Futures (Capital Markets Products) Regulations 2018 of Singapore (the CMP Regulations
2018), unless otherwise specified before an offer of Notes, the Issuer has determined, and hereby
notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are
`prescribed capital markets products' (as defined in the CMP Regulations 2018) and Excluded
Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment
Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

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CONTENTS
Page
Overview of the Programme ................................................................................................................... 5
Risk Factors .......................................................................................................................................... 15
Documents Incorporated by Reference ................................................................................................. 39
Presentation of Financial and Other Information .................................................................................. 42
Financial Overview ............................................................................................................................... 46
Form of the Notes ................................................................................................................................. 52
Terms and Conditions of the Notes ....................................................................................................... 56
Form of Final Terms ............................................................................................................................. 90
Business .............................................................................................................................................. 102
Organisational Structure of the Group ................................................................................................ 129
Description of SES and Corporate Governance .................................................................................. 159
Principal Shareholders ........................................................................................................................ 178
Description of SES Global Americas Holdings GP ............................................................................ 180
Use and estimated net amount of proceeds ......................................................................................... 183
Taxation .............................................................................................................................................. 184
Subscription and Sale .......................................................................................................................... 191
General Information ............................................................................................................................ 197
Glossary .............................................................................................................................................. 202
_________________________

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any)
named as the Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation
Manager(s)) 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,
stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date
on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is
made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days
after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment
of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted
by the relevant Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation
Manager(s)) in accordance with all applicable laws and rules.

4

OVERVIEW OF THE PROGRAMME
The following overview of the programme does not purport to be complete and is taken from,
and is qualified in its entirety by, the remainder of this Prospectus and, in relation to the terms and
conditions of any particular Tranche of Notes, the applicable Final Terms.
This Overview constitutes a general description of the Programme for the purposes of the
Prospectus Regulation and Article 25 of Commission Delegated Regulation (EU) 2019/980. Words
and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" shall have
the same meanings in this description.

Issuers:
SES and SES Global Americas Holdings GP.
Issuer Legal Entity Identifier (LEI):
SES: 5493008JPA4HYMH1HX51
SES Global Americas Holdings GP:
5299000YGN3VJ3R60481
Guarantors:
SES (in respect of Notes issued by SES Global Americas
Holding GP) and SES Global Americas Holdings GP (in
respect of Notes issued by SES).
Description of the Programme:
Euro Medium Term Note Programme.
Risk Factors:
There are certain factors that may affect the ability of SES
and SES Americas to fulfil their respective obligations as
Issuer under Notes issued under the Programme and their
respective obligations as Guarantor under the relevant
Guarantee. These are set out in the "Risk Factors" section
and include the factors set out in the following paragraphs.
In addition, there are certain factors which are material for
the purpose of assessing the market risks associated with
Notes issued under the Programme. These are also set out
under "Risk Factors" and include the fact that the Notes
may not be a suitable investment for all investors, certain
risks relating to the structure of particular Series of Notes
and certain market risks.

Risks Relating to the Group's Business

· The Group may experience a launch delay or failure
or other satellite damage or destruction during
launch, which could lead to a total or partial loss of
the satellite.
· The Group's satellites may experience in-orbit
destruction,
damage
or
other
failures
or
degradations in performance that could impair the
satellites' commercial performance.
· The actual lives of the Group's satellites may be
shorter than their estimated initial design lives.

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· The Group relies on a limited number of launch
providers to launch its satellites.
· The Group is primarily dependent on a small
number of satellite manufacturers and secondary
suppliers.
· Satellites may be subject to damage or loss from
events that might not be covered by insurance
policies.
· A portion of the Group's in-orbit insurance policies
are maintained through self-insurance.
· The Group may not be able to obtain adequate
insurance or the desired level of coverage, and
insurance premiums may increase.
· The Group may not be successful in renewing its
existing commercial agreements, or in renewing
them on terms that are similar to their current terms.
· The Group has several large customers, the loss of
any of which could materially reduce the Group's
revenue and materially adversely affect the Group's
business.
· The Group is exposed to general customer
counterparty risk.
· The Group's operations and systems are subject to
external threats, including sabotage, terrorist attacks
and natural disasters.
· The Group relies on information systems, satellite
control and operations networks and other
technology, and a disruption or failure of such
systems, networks or technology as a result of
unauthorised access, misappropriation of data or
other malfeasance may disrupt the Group's
business.
· The Group's international operations are subject to
a number of risks that could negatively affect future
operating results or subject the Group to criminal
and civil enforcement actions.

· The Group's operations are subject to external
threats such as COVID-19.

6

Risks Relating to the Group's Strategic Development

· The Group is exposed to risks inherent in doing
business in developing markets.
· The Group is subject to general risks associated
with its strategic investments.
· Forward-looking information included in this
Prospectus may differ materially from actual results
and investors should not place undue reliance on it.
· The Group may not be able to retain and/or attract
personnel who are critical to the Group's business.
· Pursuing external growth opportunities may not
yield the expected benefits.

Risks Relating to the Satellite Communications Market

· The telecommunications market is highly
competitive and SES faces competition from
satellite, terrestrial (fixed and wireless) networks,
and associated value add service providers.
· Changes in technology or the satellite
communications market could make the Group's
satellite telecommunications system obsolete or
subject to lower or reduced demand.
· SES is subject to risks from legal and arbitration
proceedings.

Risks Related to Regulation

· If the Group or its customers fail to obtain and
maintain required regulatory approvals, the Group
may not be able to operate its existing satellites or
maintain or expand its operations.
· The Group's business is subject to extensive
regulation and is sensitive to regulatory changes in
each of the countries in which it provides services.
· The ITU or national administrations may not
allocate orbital slots and associated frequencies to
permit the Group to maintain or augment its satellite
systems, or may restrict the Group's access to
frequencies on its satellite systems.
· The Group's ability to use a satellite at a given
orbital location or satellite system in its orbit and
assigned frequencies for its proposed service or

7

coverage area may be adversely affected by
coordination issues.
· If the Group does not occupy unused orbital
locations or satellite orbits by specified deadlines,
or does not maintain satellites in the orbital
locations the Group currently uses, those orbital
locations or satellite orbits may become available
for use by other satellite companies.
· The Group is subject to export control laws
including those of the United States, which may
preclude exporting satellites for launch, satellite-
related hardware, technology, data and services or
preclude sourcing these items in the United States.
· The Group's ability to provide services in certain
countries may be restricted or prohibited due to
sanctions compliance laws and regulations.

Risks Relating to Finance

· Each of SES and SES Americas is a holding entity.
· Failure to generate cash flow or access other capital
resources could force the Group to reduce its
operations or default on debt service obligations.
· Negative changes in SES's debt rating may have a
material adverse effect on the Group's financial
condition.
· The Group's financial results may be materially
adversely affected by unforeseen additional tax
assessments or other tax liabilities.
· The Group is exposed to liquidity, currency and
foreign exchange, interest rate and counterparty
risks.
· The Group is exposed to risks associated with
macroeconomic conditions in the global economy,
both in developing markets and developed markets.
· The Group is exposed to asset impairment risk.

Risks Relating to an Investment in the Notes

· There are risks related to the structure of a
particular issue of Notes, including optional
redemption features which may limit their market
value and consequences of a Noteholder's failure to
purchase Notes in an integral multiple of the
minimum Specified Denomination. Notes that

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