Obligation Stanchart Bank 3.8% ( XS0804495264 ) en USD

Stanchart Bank

100 % ▲

Royaume-Uni

XS0804495264 ( en USD )

3.8% par an ( paiement semestriel )

23/07/2037

Prospectus brochure de l'obligation Standard Chartered Bank XS0804495264 en USD 3.8%, échéance 23/07/2037

1 000 000 USD

70 000 000 USD

23/07/2025 ( Dans 40 jours )

Standard Chartered est une banque multinationale britannique qui opère principalement en Asie, en Afrique et au Moyen-Orient, offrant une large gamme de services financiers aux particuliers, aux entreprises et aux institutions.

L'Obligation émise par Stanchart Bank ( Royaume-Uni ) , en USD, avec le code ISIN XS0804495264, paye un coupon de 3.8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 23/07/2037

BASE PROSPECTUS
STANDARD CHARTERED BANK
(incorporated with limited liability in England by Royal Charter 1853 with reference number ZC18)
STANDARD CHARTERED BANK (HONG KONG) LIMITED
(incorporated with limited liability in Hong Kong: number 875305)
Notes Base Prospectus
Pursuant to the U.S.$10,000,000,000 Structured Product Programme
This Base Prospectus comprises two base prospectuses in respect of Notes (as defined below)
issued under the Programme (as defined below) which constitutes one base prospectus for each of
the two Issuers (as defined below) for the purposes of Article 5.4 of the Prospectus Directive (as
defined below). Any Notes issued under the Programme on or after the date of this Base Prospectus
are issued subject to the provisions herein. This does not affect any Notes issued prior to the date of
this Base Prospectus.
Under the Structured Product Programme (the "Programme") described in this Base Prospectus,
each of Standard Chartered Bank ("SCB") and Standard Chartered Bank (Hong Kong) Limited
("SCBHK" and, together with SCB, the "Issuers" and, each an "Issuer") may from time to time issue
notes (the "Notes"), warrants (the "Warrants") and certificates (the "Certificates" and, together with
Notes and Warrants, the "Securities"). Notes may be issued and denominated in any currency
determined by the relevant Issuer, on the terms set out herein and in the relevant Final Terms (as
defined below).
Notice of the terms and conditions applicable to any Warrants or Certificates that may be
issued by the Issuers under the Programme will be set out in one or more separate
prospectuses and/or final terms documents which do not form part of this Base Prospectus.
Accordingly, this Base Prospectus does not comprise a base prospectus in respect of
Warrants or Certificates issued under the Programme for the purposes of the Prospectus
Directive.
Each series of the Notes may be issued in bearer form ("Bearer Notes") or in registered form
("Registered Notes"). The maximum aggregate nominal amount of all Notes from time to time
outstanding under the Programme will not exceed U.S.$10,000,000,000 (or its equivalent in other
currencies calculated as described herein), subject to increase as described herein. Notes may be
issued from time to time on a continuing basis.
The relevant Issuer may appoint a manager or managers (each a "Manager") for any particular issue
of Notes issued by it.
This Base Prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules (the
"Rules") of the Dubai Financial Services Authority. This Base Prospectus is intended for distribution
only to persons of a type specified in those Rules. It must not be delivered to, or relied on by, any
other person. The Dubai Financial Services Authority has no responsibility for reviewing or verifying
any documents in connection with Exempt Offers. The Dubai Financial Services Authority has not
approved this document nor taken steps to verify the information set out in it, and has no
responsibility for it. Notes to which this Base Prospectus relates may be illiquid and/or subject to
restrictions on their resale. Prospective purchasers of Notes offered should conduct their own due
diligence on the relevant Notes. If you do not understand the contents of this document you should
consult an authorised financial adviser.
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 10 July, 2005 (the "Prospectus
Act") relating to prospectuses for securities, for the approval of this document as a base prospectus in
relation to the Notes for the purposes of Directive 2003/71/EC (the "Prospectus Directive"), as
amended (which includes the amendments made by Directive 2010/73/EU (the "2010 PD Amending
Directive") to the extent such amendments have been implemented in a relevant Member State of
the European Economic Area). The CSSF's approval does not confirm, and the CSSF assumes no
responsibility as to, the economic and financial soundness of the transaction and the quality or
solvency of the Issuers in accordance with Article 7(7) of the Prospectus Act. Application has also

been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be
admitted to the official list of the Luxembourg Stock Exchange (the "Official List") and to be admitted
to trading on the Luxembourg Stock Exchange's regulated market (the "Regulated Market"). The
Regulated Market is a regulated market for the purposes of Directive 2004/39/EC of the European
Parliament and of the Council on markets in financial instruments.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the
issue price of Notes and any other terms and conditions not contained herein which are applicable to
each Tranche (as defined under "General Terms and Conditions of the Notes") of Notes will be set out
in a final terms document (the "Final Terms") which, with respect to Notes to be listed on the Official
List, will be filed with the CSSF on or before the date of issue of Notes of such Tranche.
The Issuers may issue Notes under the Programme in a form not contemplated by the General Terms
and Conditions of the Notes herein, in which event (in the case of Notes intended to be listed on the
Official List) a product prospectus (a "Product Prospectus"), if appropriate, will be made available
which will set out the relevant terms applicable to such Notes.
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) as the relevant Issuer may agree with the Manager. Either
Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. The Final
Terms in respect of an issue of Notes will specify whether or not an application will be made for such
Notes to be listed on and admitted to trading on a regulated market for the purposes of the Directive
2004/39/EC of the European Parliament and of the Council on markets in financial instruments.
The Issuers shall not be liable for or, otherwise be obliged to pay, any tax, duty, withholding or other
payment which may arise as a result of the ownership, transfer, presentation and surrender for
payment or enforcement of any Note by any person and all payments made by the relevant Issuer in
respect of any Notes shall be made subject to any such tax, duty, withholding or other payment which
may be required to be made, paid, withheld or deducted. The Issuers shall not be obliged to gross up
or otherwise increase any such payments on the Notes.
Prospective purchasers of Notes should ensure that they understand the nature of the relevant
Notes and the extent of their exposure to risks and that they consider the suitability of the
relevant Notes as an investment in the light of their own circumstances and financial
condition. Certain issues of Notes involve a high degree of risk and potential investors should
be prepared to sustain a loss of all or part of their investment. It is the responsibility of
prospective purchasers to ensure that they have sufficient knowledge, experience and
professional advice to make their own legal, financial, tax, accounting and other business
evaluation of the merits and risks of investing in the Notes and are not relying on the advice of
the relevant Issuer, any specified branch or any Manager in that regard. See "Risk Factors"
commencing on page 9.
Restrictions have been imposed on offers and sales of the Notes and on the distribution of documents
relating thereto in the United States of America and the European Economic Area (including the
United Kingdom). The distribution of this document and offers and sales of the Notes in certain other
jurisdictions may be restricted by law. Persons into whose possession this document comes are
required by the relevant Issuer to inform themselves about, and to observe, any such restrictions. See
"Subscription and Sale and Transfer and Selling Restrictions" commencing on page 118.
The rating of certain Series of Notes to be issued under the Programme may be specified in the
applicable Final Terms. Whether or not each credit rating applied for in relation to relevant Series of
Notes will be issued by a credit rating agency established in the European Union and registered under
Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation") will be disclosed in the Final
Terms. Please also refer to "Credit Ratings may not reflect all risks" in the Risk Factors section of this
Base Prospectus.
27 June, 2012
2

Subject as set out below, each of SCB and SCBHK accepts responsibility for the information
contained in this Base Prospectus. To the best of the knowledge of SCB and SCBHK (who have
taken all reasonable care to ensure that such is the case), the information contained or incorporated
in this document is in accordance with the facts and does not omit anything likely to affect the import
of such information.
This Base 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 Base
Prospectus shall be read and construed on the basis that such documents are incorporated and form
part of this Base Prospectus.
To the fullest extent permitted by law, no Manager accepts any responsibility for the contents of this
Base Prospectus or for any statement made or purported to be made by any Manager or on its behalf
in connection with the Issuers, or the issue or the offering of the Notes. The Manager accordingly
disclaims any and all liability whether arising in tort or contract or otherwise (save as referred to
above) which it might otherwise have in respect of this Base Prospectus or any such statement.
No person is or has been authorised by the Issuers to give any information or to make any
representation not contained in or not consistent with this Base 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 the Issuers or any Manager.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or
any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be
considered as a recommendation or constituting an invitation or offer by an Issuer or any Manager
that any recipient of this Base 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 the relevant Issuer. Neither this Base 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 the relevant Issuer or any Manager to any person to subscribe for
or to purchase any Notes.
Save as further disclosed below, neither the delivery of this Base Prospectus nor the offering, sale or
delivery of any Notes shall in any circumstances imply that the information contained herein
concerning the Issuers 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. No Manager has, or will, undertake to review the
financial condition or affairs of the relevant Issuer during the life of the Programme or to advise any
investor in the Notes of any information coming to its attention. Investors should review, inter alia, the
most recently published documents incorporated by reference into this Base Prospectus when
deciding whether or not to purchase any Notes. If at any time during the duration of the Programme
there is a significant new factor, material mistake or inaccuracy relating to information contained in
this Base Prospectus which is capable of affecting the assessment of any Notes and whose inclusion
in or removal from this Base Prospectus is necessary for the purpose of allowing an investor to make
an informed assessment of the assets and liabilities, financial position, profits and losses and
prospects of the relevant Issuer, and the rights attaching to the Notes, the relevant Issuer shall
prepare a supplement to this Base Prospectus or publish a replacement Base Prospectus for use in
connection with any subsequent offering of the Notes.
The Notes and, in the case of Notes to be redeemed by physical delivery of securities, any such
securities have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act") nor any state securities law, nor may the Notes be offered, sold or
delivered in the United States or to, or for the benefit of, U.S. persons (as defined in Regulation S
under the Securities Act ("Regulation S")) unless, as specified in the Final Terms, the Notes are
registered under the Securities Act or an exemption from the registration requirements of the
Securities Act and applicable state securities laws is available. In addition, Bearer Notes are subject
3

to U.S. tax law requirements (see "Subscription and Sale and Transfer and Selling Restrictions"
below).
The Notes have not been approved or disapproved by the United States Securities and Exchange
Commission or any other securities commission or other regulatory authority in the United States, nor
have the foregoing authorities reviewed or passed upon the accuracy or adequacy of this Base
Prospectus. Any representation to the contrary is a criminal offence in the United States. The Notes
do not constitute, and have not been marketed as, contracts of sale of a commodity for future delivery
(or options thereon) subject to the United States Commodity Exchange Act of 1936, as amended (the
"Commodity Exchange Act") and trading in the Notes has not been approved by the United States
Commodity Futures Trading Commission under the Commodity Exchange Act. Furthermore, neither
the sale of nor trading in Notes which relate to currencies, commodity prices or indices has been
approved by the United States Commodity Futures Trading Commission under the Commodity
Exchange Act and no U.S. person may at any time purchase, trade or maintain a position in such
Notes unless otherwise specified in the applicable Final Terms.
This Base 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 Base Prospectus and the offer or sale of Notes may be restricted
by law in certain jurisdictions. None of SCB, SCBHK or any Manager represents that this Base
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 assumes any responsibility for facilitating any such distribution or offering. In
particular, no action has been taken by the Issuers or any Manager which would permit a public
offering of any Notes outside Luxembourg or distribution of this document in any jurisdiction where
action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly,
and neither this Base 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 Base Prospectus or any Notes
may come must inform themselves about, and observe, any such restrictions on the distribution of this
Base Prospectus and the offering and sale of Notes. In particular, there are restrictions on the
distribution of this Base Prospectus and the offer or sale of Notes in the United States, Hong Kong,
Japan, Singapore, Malaysia, Korea, the European Economic Area (including the United Kingdom), the
United Arab Emirates, Dubai International Financial Centre, Indonesia, Switzerland, South Africa,
Jersey, Guernsey, Kingdom of Saudi Arabia, Kingdom of Bahrain and the Philippines (see
"Subscription and Sale and Transfer and Selling Restrictions" below).
The Notes of each issue may be sold by the relevant Issuer and/or any Manager at such times and at
such prices as the relevant Issuer and/or the Manager(s) may select. There is no obligation on the
relevant Issuer or any Manager to sell all of the Notes of a Tranche. The Notes may be offered or sold
from time to time in one or more transactions, in the over-the-counter market at prevailing market
prices or in negotiated transactions, at the discretion of the relevant Issuer. No representation or
warranty or other assurance is given as to the number of Notes of a Tranche issued or outstanding at
any time.
All references in this document to "U.S. dollars" and "U.S.$" refer to United States dollars, to "HK$"
refer to Hong Kong dollars and to "S$" refer to Singapore dollars. References to "euro" and "" refer to
the currency introduced at the start of the third stage of European economic and monetary union
pursuant to the Treaty establishing the European Community, as amended.
U.S. INFORMATION
This Base Prospectus is being submitted on a confidential basis in the United States to a limited
number of QIBs (as defined under "Form of the Notes") for informational use solely in connection with
the consideration of the purchase of Notes being offered hereby. Its use for any other purpose in the
United States is not authorised. It may not be copied or reproduced in whole or in part nor may it be
distributed or any of its contents disclosed to anyone other than the prospective investors to whom it
is originally submitted.
4

Registered Notes may be offered or sold within the United States only to QIBs in transactions exempt
from registration under the Securities Act. Each U.S. purchaser of Registered Notes is hereby notified
that the offer and sale of any Registered Notes to it may be made in reliance upon the exemption from
the registration requirements of the Securities Act provided by Rule 144A under the Securities Act
("Rule 144A") (or pursuant to another exemption from the registration requirement of the Securities
Act) and one or more exemptions and/or exclusions from regulation under the Commodity Exchange
Act.
Each purchaser or holder of Notes represented by a Rule 144A Global Note or by any registered
certificates issued in exchange or substitution therefor (together, "Rule 144A Notes") will be deemed,
by its acceptance or purchase of any such Rule 144A Notes, to have made certain representations
and agreements intended to restrict the resale or other transfer of such Notes as set out in
"Subscription and Sale and Transfer and Selling Restrictions". Unless otherwise stated, terms used in
this paragraph have the meanings given to them in the applicable Final Terms.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with any resales or other transfers of Notes that
are "restricted securities" within the meaning of the Securities Act, SCB and SCBHK have each
undertaken in a deed poll dated 18 December, 2006 (the "Deed Poll") to furnish, upon the request of
a holder of such Notes or any beneficial interest therein, to such holder or to a prospective purchaser
designated by him, the information required to be delivered under Rule 144A(d)(4) under the
Securities Act if, at the time of the request any of the Notes remain outstanding as "restricted
securities" within the meaning of Rule 144(a)(3) of the Securities Act and the relevant Issuer is neither
a reporting company under Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as
amended (the "Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder.
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 NEW HAMPSHIRE THAT ANY
DOCUMENT FILED UNDER CHAPTER 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
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.
KINGDOM OF SAUDI ARABIA NOTICE
This Base Prospectus may not be distributed in the Kingdom of Saudi Arabia except to such
persons as are permitted under the Offers of Securities Regulations issued by the Capital
Market Authority of the Kingdom of Saudi Arabia (the "Capital Market Authority"). The Capital
Market Authority does not make any representations as to the accuracy or completeness of
this Base Prospectus, and expressly disclaims any liability whatsoever for any loss arising
from, or incurred in reliance upon, any part of this Base Prospectus. Prospective purchasers
of Notes should conduct their own due diligence on the accuracy of the information relating to
the Notes. If a prospective purchaser does not understand the contents of this Base
Prospectus he or she should consult an authorised financial adviser.
NOTICE TO BAHRAIN RESIDENTS
Any offer of Securities does not constitute an offer of securities in the Kingdom of Bahrain in
terms of Article (81) of the Central Bank and Financial Institutions Law 2006 (decree Law No.
5

64 of 2006). The offering documents have not been and will not be registered as a prospectus
with the Central Bank of Bahrain ("CBB"). Accordingly, no Securities may be offered, sold or
made the subject of an invitation for subscription or purchase nor will this prospectus or any
other related document or material be used in connection with any offer, sale or invitation to
subscribe or purchase Securities, whether directly or indirectly, to persons in the Kingdom of
Bahrain.
The CBB has not reviewed or approved the offering documents and it has not in any way
considered the merits of the Securities to be offered for investment, whether in or outside the
Kingdom of Bahrain. Therefore, the CBB assumes no responsibility for the accuracy and
completeness of the statements and information contained in this document and expressly
disclaims any liability whatsoever for any loss howsoever arising from reliance upon the
whole or any part of the content of this document.
6

TABLE OF CONTENTS
Page
RISK FACTORS................................................................................................................................. 9
OVERVIEW OF THE PROGRAMME IN RELATION TO THE NOTES .............................................. 16
DOCUMENTS INCORPORATED BY REFERENCE ......................................................................... 24
GENERAL DESCRIPTION OF THE PROGRAMME ......................................................................... 26
FORM OF THE NOTES.................................................................................................................... 27
FORM OF FINAL TERMS OF THE NOTES...................................................................................... 32
GENERAL TERMS AND CONDITIONS OF THE NOTES ................................................................. 46
USE OF PROCEEDS ....................................................................................................................... 75
BOOK-ENTRY CLEARANCE SYSTEMS.......................................................................................... 76
TAXATION ....................................................................................................................................... 80
ERISA MATTERS .......................................................................................................................... 116
SUBSCRIPTION AND SALE AND TRANSFER AND SELLING RESTRICTIONS ........................... 118
GENERAL INFORMATION............................................................................................................. 129
INDEX OF DEFINED TERMS......................................................................................................... 132
7

In connection with the issue of any Tranche of Notes, the Manager (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the
applicable Final Terms may over-allot Notes or effect transactions with a view to supporting
the market price of the Notes of the Series (as defined herein) of which such Tranche forms
part at a level higher than that which might otherwise prevail. However, there is no assurance
that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will
undertake stabilisation action. Any stabilisation action or over-allotment may begin on or after
the date on which adequate public disclosure of the terms of the offer of the relevant Tranche
of Notes is made and, if begun, may be ended at any time, but it must end no later than the
earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the
date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-
allotment must be conducted by the relevant Stabilising Manager(s) (or any person acting on
behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.
8

RISK FACTORS
The risk factors set out below should be read in addition to the risk factors set out on pages 3 to 13 of
the SCB Registration Document and pages 3 to 13 of the SCBHK Registration Document, which are
incorporated by reference into this Notes Base Prospectus, and which may affect the relevant Issuer's
ability to fulfil its obligations under Notes issued under the Programme.
In addition, factors which are material for the purpose of assessing the market risks associated with
Notes issued under the Programme are also described below.
Each Issuer believes that the factors described in the relevant Registration Document and below
represent the principal risks inherent in investing in Notes issued under the Programme, but the
inability of each Issuer to pay interest, principal or other amounts on or in connection with any Notes
may occur for other reasons which may not be considered significant risks by the Issuers based on
information currently available to them or which they may not currently be able to anticipate.
Prospective investors should also read the detailed information set out elsewhere in this Base
Prospectus and reach their own views prior to making any investment decision.
Risks relating to the Notes
There is no active trading market for the Notes
Notes issued under the Programme will be new securities which may not be widely distributed and for
which there is currently no active trading market (unless in the case of any particular Tranche, such
Tranche is to be consolidated with and form a single series with a Tranche of Notes which is already
issued). If the Notes are traded after their initial issuance, they may trade at a discount to their initial
offering price, depending upon prevailing interest rates, the market for similar securities, general
economic conditions and the financial condition of the relevant Issuer. Although application has been
made for the Notes issued under the Programme to be admitted to listing on the Official List and to
trading on the regulated market of the Luxembourg Stock Exchange, there is no assurance that such
applications will be accepted, that any particular Tranche of Notes will be so admitted or that an active
trading market will develop. Accordingly, there is no assurance as to the development or liquidity of
any trading market for any particular Tranche of Notes.
The prices at which Zero Coupon Notes, as well as other instruments issued at a substantial discount
from their principal amount payable at maturity, trade in the secondary market tend to fluctuate more
in relation to general changes in interest rates than do such prices for conventional interest-bearing
securities of comparable maturities.
Investors whose investment activities are subject to investment laws and regulations or to review or
regulation by certain authorities may be subject to restrictions on investments in certain types of debt
securities. Investors should review and consider such restrictions prior to investing in the Notes.
Further, compliance with the EU Transparency Obligations Directive may be unduly burdensome for
the Issuers and could result in the relevant Issuer electing to terminate the listing of Notes on the
Official List.
Current Market
Investors should be aware of the prevailing and widely reported global credit market conditions (which
continue at the date of this Base Prospectus), whereby there is a general lack of liquidity in the
secondary market for instruments similar to the Notes. Such lack of liquidity may result in investors
suffering losses on the Notes in secondary resales even if there is no decline in the performance of
the assets of the Issuers and the Group. The Issuers cannot predict when these circumstances will
change and whether, if and when they do change, there will be a more liquid market for the Notes at
that time.
9

The Notes may not be a suitable investment for all investors
Each potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained or incorporated by
reference in this Base Prospectus or any applicable supplement to the Base Prospectus;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of
its particular financial situation, an investment in the Notes and the impact the Notes will have
on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including Notes with principal or interest payable in one or more currencies, or where
the currency for principal or interest payments is different from the potential investor's
currency;
(iv)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any
relevant indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear
the applicable risks.
Some Notes are complex financial instruments. Sophisticated institutional investors generally do not
purchase complex financial instruments as stand-alone investments. They purchase complex financial
instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate
addition of risk to their overall portfolios. A potential investor should not invest in Notes unless it has
the expertise (either alone or with a financial adviser) to evaluate how the Notes will perform under
changing conditions, the resulting effects on the value of the Notes and the impact this investment will
have on the potential investor's overall investment portfolio.
Risks related to the structure of a particular issue of Notes
Notes subject to optional redemption by the relevant Issuer
An optional redemption feature of Notes is likely to limit their market value. During any period when
the relevant Issuer may elect to redeem Notes, the market value of those Notes generally will not rise
substantially above the price at which they can be redeemed. This also may be true prior to any
redemption period.
The relevant Issuer may be expected to redeem Notes when its cost of borrowing is lower than the
interest rate on the Notes. At those times, an investor generally would not be able to reinvest the
redemption proceeds at an effective interest rate as high as the interest rate on the Notes being
redeemed and may only be able to do so at a significantly lower rate. Potential investors should
consider reinvestment risk in light of other investments available at that time.
Partly-paid Notes
The relevant Issuer may issue Notes where the issue price is payable in more than one instalment.
Failure to pay any subsequent instalment could result in an investor losing all of its investment.
Variable rate Notes with a multiplier or other leverage factor
Notes with variable interest rates can be volatile investments. If they are structured to include
multipliers or other leverage factors, or caps or floors, or any combination of those features or other
similar related features, their market values may be even more volatile than those for securities that
do not include those features.
10