Obligation Vier Gas Transport AG 2.875% ( XS0942082115 ) en EUR

Société émettrice Vier Gas Transport AG
Prix sur le marché 100 %  ▼ 
Pays  Allemagne
Code ISIN  XS0942082115 ( en EUR )
Coupon 2.875% par an ( paiement annuel )
Echéance 12/06/2025 - Obligation échue



Prospectus brochure de l'obligation Vier Gas Transport GmbH XS0942082115 en EUR 2.875%, échue


Montant Minimal /
Montant de l'émission /
Description détaillée Vier Gas Transport GmbH est une entreprise allemande spécialisée dans le transport de gaz naturel, opérant principalement en Europe.

L'obligation Vier Gas Transport GmbH (XS0942082115), émise en Allemagne, libellée en EUR, d'un taux d'intérêt de 2,875% et arrivant à échéance le 12/06/2025, a été intégralement remboursée à son prix nominal de 100% à la date d'échéance, avec une fréquence de paiement des coupons annuelle.







BASE PROSPECTUS
VIER GAS TRANSPORT GMBH
(incorporated with limited liability in Essen, Federal Republic of Germany)
EUR 5,000,000,000
Euro Medium Term Note Programme
Under the Euro Medium Term Note Programme (the "Programme"), Vier Gas Transport GmbH (the "Issuer"),
subject to compliance with all relevant laws, regulations and directives, may from time to time issue notes (the
"Notes"). The aggregate nominal amount of Notes outstanding will not at any time exceed EUR 5,000,000,000 (or
the equivalent in other currencies).
This base prospectus (the "Base Prospectus") has been approved by the Luxembourg Commission de Surveillance du
Secteur Financier (the "CSSF"), which is the Luxembourg competent authority for the purpose of Directive
2003/71/EC, as amended, (the "Prospectus Directive") and relevant implementing measures in Luxembourg, as a
base prospectus issued in compliance with Article 5.4 of the Prospectus Directive and relevant implementing
measures in Luxembourg for the purpose of giving information with regard to the issue of Notes issued under the
Programme described in this Base Prospectus during the period of twelve months after the date hereof. This Base
Prospectus will be published in electronic form on the website of the Issuer and on the website of the Luxembourg
Stock Exchange (www.bourse.lu). The CSSF assumes no responsibility for the economic and financial soundness of
the transactions contemplated by this Base Prospectus or the quality or solvency of the Issuer in accordance with
Article 7(7) of the Luxembourg Prospectus Act 2005, as amended. Applications have been made for such Notes to be
admitted during the period of twelve months after the date hereof to listing on the official list and to trading on the
regulated market of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's 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. The Programme also permits Notes to be issued on the basis that they will not be admitted to
listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or to be
admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or
quotation systems as may be agreed with the Issuer.
The Programme has been rated A- by Standard & Poor's Credit Market Services Europe Limited ("S&P"). S&P is
established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the
"CRA Regulation") and is included in the list of credit rating agencies published by the European Securities and
Markets Authority ("ESMA") on its website in accordance with the CRA Regulation. Notes issued under this
Programme may be rated or unrated. Where a Tranche of notes is rated, such rating will not necessarily be the same
as the rating assigned to the Programme by S&P.
A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension,
reduction or withdrawal at any time by the assigning rating agency.
Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the
abilities of the Issuer to fulfil its obligations under the Notes are discussed under "Risk Factors" below.
Joint Arrangers and Dealers
COMMERZBANK
CRÉDIT AGRICOLE CIB
RBC CAPITAL MARKETS
SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT
BANKING
Dealers
BNP PARIBAS
ING
SCOTIABANK
SEB
UNICREDIT BANK
17 May 2013


CONTENTS
Page
IMPORTANT NOTICES.............................................................................................................................3
RISK FACTORS..........................................................................................................................................5
GENERAL DESCRIPTION OF THE PROGRAMME .............................................................................14
INFORMATION INCORPORATED BY REFERENCE ..........................................................................18
FINAL TERMS AND DRAWDOWN PROSPECTUSES ........................................................................20
FORMS OF THE NOTES..........................................................................................................................21
TERMS AND CONDITIONS OF THE NOTES .......................................................................................27
FORM OF FINAL TERMS........................................................................................................................56
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM...............65
BUSINESS DESCRIPTION OF THE ISSUER.........................................................................................67
BUSINESS DESCRIPTION OF OGE.......................................................................................................72
TAXATION ...............................................................................................................................................89
SUBSCRIPTION AND SALE...................................................................................................................94
GENERAL INFORMATION ....................................................................................................................97
2


IMPORTANT NOTICES
The Issuer accepts responsibility for the information contained in this Base Prospectus and the Final
Terms for each Tranche of Notes issued under the Programme and declares that, having taken all
reasonable care to ensure that such is the case, the information contained in this Base Prospectus and
the Final Terms for each Tranche of Notes issued under the Programme is, to the best of its
knowledge, in accordance with the facts and contains no omission likely to affect its import.
Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and
Conditions of the Notes" (the "Conditions") as completed by a document specific to such Tranche
called final terms (the "Final Terms"). This Base Prospectus must be read and construed together
with any supplement hereto and with any information incorporated by reference herein and, in relation
to any Tranche of Notes which is the subject of the Final Terms, must be read and construed together
with the relevant Final Terms.
The Issuer has confirmed to the Dealers (the "Dealers") named under "Subscription and Sale" below
that this Base Prospectus contains all information which is (in the context of the Programme and the
issue, offering and sale of the Notes) material; that such information is true and accurate in all material
respects and is not misleading in any material respect; that any opinions, predictions or intentions
expressed herein are honestly held or made and are not misleading in any material respect; that this
Base Prospectus does not omit to state any material fact necessary to make such information, opinions,
predictions or intentions (in the context of the Programme and the issue, offering and sale of the
Notes) not misleading in any material respect; and that all proper enquiries have been made to verify
the foregoing.
No person has been authorised to give any information or to make any representation not contained in
or not consistent with this Base Prospectus or any other document entered into in relation to the
Programme or any information supplied by the Issuer or such other information as is in the public
domain and, if given or made, such information or representation should not be relied upon as having
been authorised by the Issuer or any Dealer.
Neither the Dealers nor any of their respective affiliates have authorised the whole or any part of this
Base 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 Base Prospectus. Neither the
delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any Note
shall, in any circumstances, create any implication that the information contained in this Base
Prospectus is true subsequent to the date hereof or the date upon which this Base Prospectus has been
most recently amended or supplemented or that there has been no adverse change, or any event
reasonably likely to involve any adverse change, in the prospects or financial or trading position of the
Issuer since the date thereof or, if later, the date upon which this Base Prospectus has been most
recently amended or supplemented or that any other information supplied in connection with the
Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date
indicated in the document containing the same.
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the
Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base
Prospectus or any Final Terms comes are required by the Issuer and the Dealers to inform themselves
about and to observe any such restrictions. For a description of certain restrictions on offers, sales and
deliveries of Notes and on the distribution of this Base Prospectus or any Final Terms and other
offering material relating to the Notes, see "Subscription and Sale". In particular, Notes have not been
and will not be registered under the United States Securities Act of 1933 (as amended) (the "Securities
Act") and Bearer Notes are subject to U.S. tax law requirements. Subject to certain exceptions, Notes
may not be offered, sold or, in the case of Bearer Notes, delivered within the United States or to U.S.
persons.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for
or purchase any Notes and should not be considered as a recommendation by the Issuer, the Dealers or
any of them that any recipient of this Base Prospectus or any Final Terms should subscribe for or
purchase any Notes. Each recipient of this Base Prospectus or any Final Terms shall be taken to have
made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer.
3


The maximum aggregate principal amount of Notes outstanding at any one time under the Programme
will not exceed EUR 5,000,000,000 (and for this purpose, any Notes denominated in another currency
shall be translated into euro at the date of the agreement to issue such Notes (calculated in accordance
with the provisions of the Dealer Agreement). The maximum aggregate principal amount of Notes
which may be outstanding at any one time under the Programme may be increased from time to time,
subject to compliance with the relevant provisions of the Dealer Agreement as defined under
"Subscription and Sale".
In this Base Prospectus, unless otherwise specified, references to a "Member State" are references to
a Member State of the European Economic Area, references to "U.S.$", "U.S. dollars" or "dollars"
are to United States dollars, references to "EUR" or "euro" are to the currency introduced at the start
of the third stage of European economic and monetary union, and as defined in Article 2 of Council
Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the euro, as amended.
This Base Prospectus has been prepared on the basis that any offer of Notes in any Member State of
the European Economic Area which has implemented the Prospectus Directive each, a "Relevant
Member State" will be made pursuant to an exemption under the Prospectus Directive, as
implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of
Notes. Accordingly any person making or intending to make an offer in that Relevant Member State
of Notes which are the subject of an offering contemplated in this Base Prospectus as completed by
Final Terms or a Drawdown Prospectus in relation to the offer of those Notes may only do so in
circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus
pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of
the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has
authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an
obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such offer. The
expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including
the 2010 PD Amending Directive, to the extent implemented in the relevant Member State), and
includes any relevant implementing measure in the Relevant Member State and the expression "2010
PD Amending Directive" means Directive 2010/73/EU.
In connection with the issue of any Tranche of Notes, a Dealer or Dealers (if any) acting as
Stabilising Manager(s) (or persons acting on behalf of any Stabilising 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, 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 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
Stabilising Manager(s) (or persons acting on behalf of the Stabilising Manager(s)) in accordance
with all applicable laws and rules.
4


RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes issued
under the Programme. All of these factors are contingencies which may or may not occur and the Issuer is not in
a position to express a view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated with
Notes issued under the Programme are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in Notes
issued under the Programme, but the Issuer may be unable to pay interest, principal or other amounts on or in
connection with any Notes for other reasons and the Issuer does not represent that the statements below
regarding the risks of holding any Notes are exhaustive. Prospective investors should also read the detailed
information set out elsewhere in this Base Prospectus (including any documents incorporated by reference
herein) and reach their own views prior to making any investment decision.
Factors that may affect the Issuer's ability to fulfil its obligations under or in connection with Notes issued
under the Programme
The Issuer is a holding company with no material operations and relies on its subsidiaries to provide itself
with funds necessary to meet its financial obligations
The Issuer is a holding company with no material, direct operations. The Issuer's principal asset is the equity
interest it holds in Open Grid Europe GmbH ("OGE"). As a result, the Issuer's ability to pay interest on and
repay principal of the Notes and its other indebtedness is dependent upon the operations of its direct and indirect
subsidiaries and the distributions, transfers and advances or other payments of funds the Issuer receives. The
Issuer cannot provide any assurance that it will receive sufficient funds to make payments on the Notes when
due. The Issuer's subsidiaries are separate and distinct legal entities and they will have no direct obligation,
contingent or otherwise, to pay amounts due under the Notes. Accordingly, all risk factors that have an impact on
OGE (described in more detail below) have an impact on the Issuer.
Factors which are material for the purposes of assessing the regulatory, environmental and legal risks
associated with Notes issued under the Programme
Risks relating to the regulatory framework in Germany concerning the unbundling of gas TSOs and
certification as a TSO
Amendments to the Energy Industry Act (Energiewirtschaftsgesetz - "EnWG") adopted in 2011 to implement the
third energy law package of the European Union (Europäische Union ­ "EU") introduced stricter rules on
unbundling for gas transmission system operators ("TSOs") belonging to a vertically integrated energy
undertaking to achieve an effective separation of transmission system operation and energy production and/or
supply. According to the rules, the same person or persons are not entitled either directly or indirectly to exercise
control over an undertaking performing any of the functions of generation or supply, of gas or electricity, and at
the same time directly or indirectly exercise control or exercise any right over a gas or electricity TSO or over a
transmission system, and vice versa.
The less intrusive options for compliance with the amendments to the EnWG, such as, in particular, the
independent transmission operator ("ITO") structure, may only be implemented where the transmission system
belonged to a vertically integrated energy undertaking on 3 September 2009. Where the ITO option is available,
the TSO remains part of the vertically integrated energy undertaking, but has to abide by strict rules to ensure
that the generation/supply and transmission network operations are conducted strictly independently. The gas
TSO needs to be equipped with all physical, human, financial and technical resources necessary for fulfilling the
gas TSO's statutory obligations.
Only TSOs complying with the necessary legal requirements will be certified and designated as a TSO by the
Federal Network Agency (Bundesnetzagentur ­ "BNetzA") which is required under the EnWG for the operation
of the transmission network. OGE was the first gas TSO in Germany to decide to set itself up as an ITO and,
within this regulatory framework, to independently perform all tasks required for its business. OGE has applied
for certification, but the certification process is still on-going. The draft decision will be sent to the EU
Commission for review of the statement within a period of two months (extended to a period of four months if
the Agency for Cooperation of Energy Regulators is involved). After receiving the EU Commission statement,
BNetzA has to finalize its decision within two months. OGE's expectation is that BNetzA's final decision on its
5


certification should be received in summer 2013. If the BNetzA considers that OGE has not complied with the
necessary legal requirements it could (i) refuse to grant the certification, or (ii) grant the certification applying
auxiliary conditions to it or applying supervisory measures (e.g. issue binding instructions or prohibition orders)
or (iii) apply other enforcement measures, which could theoretically include withdrawal of the network operating
licence, although such a withdrawal would be unlikely in practice. Such measures would have a material adverse
impact on OGE and the Issuer, including the Issuer's ability to meet its obligations under the Notes.
The regulatory framework in Germany governing the tariffs of OGE includes certain factors which may
negatively impact the Issuer's ability to meet its debt service obligations
The tariffs charged by OGE as a TSO are subject to regulation by the BNetzA. The decisions made and the
actions taken by the BNetzA under the current regulatory framework may have a negative impact on OGE. In
particular, such decisions or actions may be based on false assumptions, defective research or unreasonable
efficiency goals and may fail to approve costs which OGE cannot avoid incurring.
The primary source of revenue for OGE are network tariffs for access to its network. These tariffs are based
largely on a cost assessment of the business in the calendar year three years prior to the start of the relevant
regulatory period (the "Base Year"), which is used in the calculation of an annual revenue cap for each year of
the regulatory period. The current regulatory period lasts from 2013 to 2017 (the "Second Regulatory Period")
and its revenue cap is based on the costs of the Base Year 2010.
The total approved costs in a Base Year are either classified as permanently non-influenceable costs or as
influenceable costs. As a second step, an individual efficiency factor is determined by the BNetzA for each TSO
based on an efficiency benchmarking (currently of 12 German gas TSOs) in which the influenceable costs (input
parameters) of the TSOs and the structural parameters of the individual grids (output parameters) are compared
with each other. This efficiency factor may range from 60 to 100 per cent. and describes the share of costs that is
determined as inefficient compared to the most efficient TSO (100 per cent. displays the full efficiency).
In 2012, OGE completed the cost audit procedure of the BNetzA, determining the cost base level of the Base
Year 2010 upon which the stipulation of the revenue cap is grounded. This cost base level (including volatile
costs such as fuel energy costs and the costs of flow commitments) is the basis for the subsequent efficiency
benchmarking process. Although a final approval of the revenue cap valid for 2013 should have been due in the
third quarter of 2012 allowing a regular tariff determination for 2013, the efficiency benchmarking proceedings
are currently still in the hearing phase. Due to this delay of BNetzA's final approval, the tariff determination for
2013 has been carried out based on a preliminary revenue cap. The final decision by the BNetzA is expected for
the end of the second quarter of 2013. The final decision by the BNetzA on the efficiency factor and the ultimate
revenue cap for the Second Regulatory Period will have material influence on the profitability of OGE and which
could, in turn, have a material adverse effect on the business operations, the results and the financial position of
OGE.
Future changes to the regulatory framework may have a negative impact on OGE
The regulatory framework governing the activities of OGE is subject to extensive European and national
legislation. New EU-directives and -regulations or the amendment of existing legislation, the transposition into
German law of such legislation and the interpretation by the German regulatory authorities might have a negative
impact on several aspects of the regulatory framework and hence the profitability of OGE. Furthermore,
amendments of national acts and ordinances might affect the business, results of operations and the financial
condition of OGE.
Since 1 January 2010, OGE has been subject to the incentive regulation regime and several legislative processes
have been initiated to adjust the Ordinance on Gas Network Tariffs (Gasnetzentgeltverordnung ­ "GasNEV")
and the Ordinance on Incentive Regulation (Anreizregulierungsverordnung ­ "ARegV"). These legislative
initiatives were mainly driven by the need to clarify specific aspects of the regulatory framework that have been
subject to court proceedings or to provide appropriate rulings for investments necessary for the energy paradigm
shift (i.e. the shift in focus of the German regulatory environment to more renewable sources of energy). In
March 2013, the Federal Ministry of Economics and Technology announced the start of a legislative procedure
for 2013 that, inter alia, foresees adjustments of the GasNEV and the ARegV. Two main aspects of the network
cost calculation are considered for adjustment: the calculation of the return on equity (for equity above the
capped imputed equity ratio of 40 per cent.) and the price index series for the determination of repurchase values
of historic assets (commissioned before 2006). The proposed legislative adjustments would reduce costs of
capital referring to historic assets through lower applied average interest rates for return on equity above 40 per
6


cent. and reduced index factors mainly for steel pipelines. Thus, historic assets would be partially devalued
which would work as a countermeasure against the facilitated cost approval of new investments. It is intended to
pass these measures by June 2013. The announced adjustments could lead to changes to the conducted cost audit
procedure, by which the cost base level of the Base Year 2010 is determined, and therefore have a negative
impact on the revenue cap and OGE's profitability as early as the Second Regulatory Period, i.e. as of 1 January
2013.
Dependence on licences and authorisations
OGE and its subsidiaries, participations and joint ventures are dependent on licences, authorisations, exemptions
and/or dispensations in order to operate their business. These licences, authorisations, exemptions and/or
dispensations may be subject to amendments and/or additional conditions being imposed on OGE and its
subsidiaries, participations and joint ventures. The imposing of additional conditions and/or revoking of licences,
etc. may cause operational problems and delays in ongoing projects and operations which could, in turn, have a
material adverse effect on the business operations, the results and the financial position of OGE.
OGE may incur significant costs to manage potential environmental and public health risks and to
accommodate city planning constraints
OGE's operations and assets are subject to European, national and regional regulations dealing with, inter alia,
environmental matters, city planning and zoning, building and environmental permits and rights of way. These
regulations are often complex and subject to continual change (resulting in a potentially stricter regulatory
framework or enforcement policy). OGE's operations may be potentially hazardous and subject to the risk of
liability arising from environmental damage or pollution. The most significant environmental issues faced by
OGE are those related to the environmental impact of pipeline construction, the storage and management of
certain hazardous materials required for the pipeline operations and plant maintenance, the management of
hazardous waste and the reduction of natural gas and other emissions released into the atmosphere as a result of
daily operations. Compliance with such regulations may impose significant additional costs on OGE, including
expenses related to the implementation of preventative or remedial measures or the adoption of additional
preventative measures to comply with the future changes in laws or regulations. Additional costs may also be
incurred by OGE in respect of, inter alia, compensation for the impact of the infrastructure on the environment,
actual or potential liability claims, and the defence of OGE in legal or administrative procedures or settlement of
third party claims. Opposition to actions or programmes in connection with environmental, city planning or
zoning matter may require OGE to incur additional costs for enquiries or publicity measures. The handling of
existing remediation projects might also lead to additional costs for OGE due, for example, to possible
obligations to carry out extensive research measures. Such risks may have a material adverse effect on the
business operations, the results and the financial position of OGE.
Possible retroactive changes to, or different interpretations of, applicable laws, additional tax assessments,
anticorruption laws and antitrust laws, may have a negative impact on OGE
The Issuer and OGE consistently strive to adhere to all laws, regulations and official decisions. However, in some
circumstances, especially where a law or regulation is subject to different interpretations, the Issuer and OGE
may inadvertently violate their obligations and may be liable for substantial administrative fines. In particular,
tax laws and their interpretation by the tax authorities and courts are subject to changes, potentially with
retroactive effect. Such changes may have a negative impact on the Issuer and OGE. Furthermore, the Issuer's
and the OGE's interpretation may not correspond with that of the relevant authorities at the time of potential
controls. Tax audits may result in a higher taxable income or in a lower amount of carried forward tax losses
being available to the Issuer and OGE.
Factors which are material for the purpose of assessing business operational risks associated with the
Issuer and OGE
A reduction in gas consumption may have a negative impact on OGE
An economic slowdown or a shift from gas to renewables as a source of energy may lead to a decline in demand
for gas and gas transmission. A slowing economy would mean that industries faced lower demand and would
therefore lower their production resulting in a reduced need for gas and gas transport as an input in their
production process. As OGE's network tariffs in any given year are based on a revenue cap and a forecast of
marketed gas transportation capacities, should actual marketed transportation capacities be lower than forecast,
OGE's revenues would be negatively impacted in that year as the variance will only be recovered in future years.
7


Provided the revenue cap will not be modified, a lower demand of transportation capacities may lead to an
increase of transport tariffs. As a consequence, transport customers affected by such an increase in transport
tariffs would have an extraordinary termination right which could have at least a temporary adverse affect on
OGE's transport revenues, which could in turn affect the Issuer's ability to meet its obligations under the Notes.
Political and governmental instability and/or international political conflicts could create an uncertain
operating environment or have a material adverse effect on demand for OGE's network capacity
Any future political and governmental instability and/or international political conflicts in gas producing
countries could result in changes to such countries gas export policies and potential restrictions on the export of
gas therefrom. For example, in 2009 gas disputes between a Ukrainian oil and gas company and a Russian gas
supplier over natural gas supplies, prices and debts resulted in supply disruptions in many European countries. A
significant reduction in gas exports from the gas producing countries could have a material adverse affect on
demand for OGE's network capacity. In addition, political and governmental instability in the gas producing
countries would create an uncertain operating environment for OGE and could hinder OGE's long-term planning.
Such risks may have a material adverse effect on the business operations, the results and the financial position of
OGE.
Risks related to network development and expansion requirements
As a TSO, OGE is obliged to maintain and develop its network in order to continuously ensure the capability of
the network to satisfy demand for the transmission of gas, and, in particular, to contribute to supply security by
having appropriate transmission capacity. The customers of OGE expect to have access to a reliable level of
capacity to dispatch gas at all times. Any inability of OGE to make the necessary investments to maintain
sufficient capacity on the network may lead to financial penalties being payable by OGE due to, inter alia,
damages claims by customers. In order to meet these obligations, OGE expects that network expansion will
require substantial capital expenditure in the next few years (see "(Re-)financing risks" below). One of the main
risks related to such large infrastructural projects is the long and often laborious procedures to obtain the
necessary licenses and permits. This could lead to delays of projects. Such a risk may have a material adverse
effect on the business operations, the results and the financial position of OGE.
(Re-)financing risks
The transaction by which the Issuer acquired OGE and its subsidiaries included substantial financial leverage to
finance the transaction. In addition, due to OGE's ongoing and future investment programmes pursuant to the
network development plans, an increase in OGE's indebtedness is likely (see "Risks related to network
development and expansion requirements" above). Moreover, in the event that the pipeline companies in which
OGE has participations are unable to refinance the external facilities required to fund their investment projects in
a timely manner or at reasonable costs, OGE may be required to provide such pipeline companies with bridging
loans jointly with its co-shareholders or on a stand-alone basis. OGE is also a partner of the joint venture
NetConnect Germany GmbH & Co KG ("NCG KG") which, pursuant to the EnWG, is legally obliged to procure
balancing energy for the NetConnect Germany Market Area (the "NCG Market Area"). NCG KG may, under
certain circumstances, face customer insolvencies, resulting in non-fulfilment of payment claims, or fail to
generate sufficient revenues with its customers necessary to procure the required balancing energy. If, in that
case, NCG KG was not able to obtain bank loans to cover its financial requirements, its partners, including OGE,
have agreed and are contractually obliged to provide financial support to NCG KG, for example by way of loans.
Volatility in and temporary closing of the capital markets or a reduction in the credit ratings assigned to the Issuer
may hinder the Issuer and/or OGE in securing timely financing of major projects, refinancing existing debt at
reasonable costs or providing funding to the pipeline companies and/or NCG KG.
Dependence on key customers
A small number of key customers are responsible for a significant part of OGE's revenues. In 2012, OGE's top 5
customers were responsible for approximately 56 per cent. of OGE's transport revenues. As a regulated entity,
OGE's revenues are primarily determined by its cost base, regulated asset value and efficiency factor determined
by BNetzA. However, changes to the booking behaviour of one or more of OGE's key customers away from
long-term bulk capacity bookings to short-term bookings through auctions, the termination of transport capacity
bookings by one or more of such customers or the insolvency of one or more of such customers would have at
least a temporary adverse affect on OGE's transport revenues, which could in turn affect the Issuer's ability to
meet its obligations under the Notes.
8


In the event of transmission disruptions, breakdown of the network, or non-implementation of emergency
measures as prescribed by law, OGE may be held liable for damages by its customers and/or third parties or
incur additional costs
Transmission disruptions or system breakdowns that affect OGE's network may result in a failure of OGE to
maintain a sufficient and reliable network capacity and to transport gas to customers and may expose OGE to
liability claims and litigation. Such events may be caused by operational hazards or unforeseen events including
but not limited to, accidents, breakdowns or failure of equipment or processes resulting from unexpected material
defects or fatigue, major system or network imbalances, human errors, IT systems and processes failures,
performance below expected levels of capacity and efficiency, natural events such as heavy storms,
thunderstorms, earthquakes or landslides and other unforeseen events. OGE may also be liable if emergency
measures have not been carried out dutifully. The probability of one or more of the aforementioned events may
increase if OGE is unable to make necessary investments in the network, which can be the result of a number of
factors, including liquidity, contractor or material constraints, or if competent authorities or other third parties
hinder the approval of the necessary operational procedures and/or investments proposed in OGE's development
plans. Such risks may have a material adverse effect on the business operations, the results and the financial
position of OGE.
A failure of OGE's information technology systems and processes or a breach of their security measures may
have a negative impact on OGE
OGE uses complex information technology ("IT") systems and processes to operate and control its pipeline
network. The reliability and continuity thereof are essential for an efficient and reliable operation of the network.
Although OGE continuously takes measures to improve its IT systems and processes, there is no guarantee that
important system hardware and software failures, viruses, accidents or security breaches will not occur and these
could impair OGE's ability to provide all or part of the services it is required to provide by law or under the
contracts to which it is a party which could, in turn, could have a material adverse effect on the business
operations, the results and the financial position of OGE.
Acts of terrorism, sabotage or crime may adversely affect the operations of OGE
OGE's gas network and assets are widely spread geographically and potentially exposed to acts of terrorism,
sabotage or crime. Such events could negatively affect OGE's networks or operations and may cause network
failures or system breakdowns. Network failures or system breakdowns could, in turn, have a material adverse
affect on OGE's financial condition and results of operation through the reduction of revenues and the incurrence
of costs for damages due to the unavailability of some or all of the network, particularly if the destruction caused
by acts of terrorism, sabotage or crime are of major importance.
Accidents at OGE's facilities and involving OGE's assets may have serious consequences
Accidents that may occur at OGE's facilities or in connection with the use of certain of OGE's assets may result
in the harm and death of humans, and other serious consequences. As such, OGE may be exposed to potential
claims resulting in significant liabilities, use of financial and management resources and possible harm to its
reputation.
Any decisions made or actions taken within companies in which OGE has a minority participation (and thus
no control) may result in higher costs, lower revenues or a lower profit margin concerning such companies
In the course of its business, OGE engages in economic activities with other companies through collaborations or
joint ventures. As OGE does not hold a controlling interest in such joint ventures or collaborations, OGE cannot
ensure that all decisions taken within such joint ventures or collaborations are approved by OGE or in its
interests. In such cases, the decisions made or actions taken may result in higher costs, lower revenues or a lower
profit margin concerning OGE's joint ventures or collaborations. Such risks could have an adverse effect on the
business operations, the results and the financial position of OGE which could, in turn, affect the Issuer's ability
to meet its obligations under the Notes.
A lack of or loss of highly qualified staff may result in insufficient experience and knowhow to meet OGE's
strategic objectives
OGE pursues an active human resources policy that aims at maintaining an adequate level of expertise and
knowhow in a tight labour market in view of the highly specialised nature of its business. OGE may, however,
experience difficulties in attracting and retaining highly qualified staff required to support its obligations,
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implement its investment programme and develop new business fields. Such a lack or loss of highly qualified
staff may result in insufficient expertise and knowhow, in unsatisfactory quality levels and in the ability to
maintain or operate the network or complete infrastructure projects on time or meet strategic objectives. Such
risks could have an adverse effect on the business operations, the results and the financial position of OGE which
could, in turn, affect the Issuer's ability to meet its obligations under the Notes.
OGE may not have adequate insurance coverage
OGE has put in place insurance contracts necessary to operate its business in line with current industry standards.
OGE cannot provide an assurance that such insurance will prove to be sufficient and, therefore, adequate
insurance may not be available for certain risks whether due to faults, natural disasters, other causes such as
damage to the network, third party losses, damages or disruptions claims in excess of insurance coverage, or
losses as a result of terrorism, sabotage, crime, etc. Any uninsured financial losses or claims could have a
material impact on the business operations, the results and the financial position of OGE.
Legal proceedings may result in increased financial liabilities for OGE
In the ordinary course of business, various legal claims and proceedings are pending or threatened against OGE
and its subsidiaries and participations. The amounts claimed may be substantial and OGE is unable to predict
with certainty the ultimate outcome of such claims and proceedings. In most instances OGE has established
provisions for pending litigation, which management believes are adequate to meet such legal claims and
proceedings. After counsel advice, it is not expected that the ultimate outcome of any matter currently threatened
or pending against OGE or any of its subsidiaries and participations will have a material effect on the financial
position of OGE. Of particular note are the two special abuse proceedings in which OGE is involved with the
BNetzA. The storage operator Astora GmbH Co. & KG ("Astora") has lodged an appeal in order to obtain
certain firm freely allocable capacities resulting from OGE network expansion. BNetzA has decided primarily in
favour of Astora but against Astora with regard to the necessary quality of the capacities. As a result, OGE shall
establish the network connection and expand the network in order to provide the firm (uninteruptible) capacities
requested by Astora. However, although the capacities to be made available by OGE must be firm, they may have
allocation restrictions. As such, Astora´s claim with regard OGE's network expansion generating firm freely
allocable (no fixed entry and exit point) capacities was partly rejected. In addition, the storage operator E.ON
Gas Storage GmbH ("EGS") has lodged an appeal in order to (a) oblige OGE to publish the existing storage
connection to the OGE grid as a storage connection point (and not as currently as a cross-border-point) with
retroactive effect to 1 January 2013 and (b) obtain firm freely allocable capacities resulting from OGE network
expansion. The hearing date in this proceeding will be 4 July 2013.
An appeal will be filed to the Higher Regional Court and, if Astora is ultimately successful, OGE could be forced
to provide firm freely allocable capacity for Astora by expanding its network. In that case, OGE's investment
obligations could grow to up to EUR 1.5 billion. In addition, OGE is also involved in a lawsuit filed in 2012 by
RWE Supply & Trading ("RWE") against Thyssengas GmbH ("Thyssengas") claiming an amount of EUR 38.65
million based on the alleged unjustified use of balancing energy between October 2008 and June 2009. The
Issuer's audited consolidated financial statements for the period from 12 April 2012 to 31 December 2012
include a provision in this respect. OGE, as balancing energy manager for the Thyssengas market area during that
period, received a third party notice and stepped into the lawsuit in support of Thyssengas. A successful direct
claim against OGE currently appears unlikely.
Factors which are material for the purpose of assessing the market risks associated with Notes issued
under the Programme
Risks relating to the Notes
There may not be an Active Trading Market for the Notes
The Notes are new securities which may not be widely distributed and for which there may not be an active
trading market. 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 Issuer. Although applications may be made for the Notes to be
admitted to the official list of and traded on the regulated market of the Luxembourg Stock Exchange, there is no
assurance that such applications will be accepted or that an active trading market will develop. Accordingly,
there is no assurance as to the development or liquidity of any trading market for the Notes.
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