Obligation Albanian 5.75% ( XS1300502041 ) en EUR

Albanian

100 % ▲

Albanie

XS1300502041 ( en EUR )

5.75% par an ( paiement annuel )

11/11/2020 - Obligation échue

Prospectus brochure de l'obligation Albania XS1300502041 en EUR 5.75%, échue

100 000 EUR

250 000 000 EUR

L'Albanie est un pays d'Europe du Sud-Est situé sur la péninsule des Balkans, bordé par la mer Adriatique et la mer Ionienne, connu pour sa riche histoire, sa diversité géographique et sa culture unique.

L'Obligation émise par Albanian ( Albanie ) , en EUR, avec le code ISIN XS1300502041, paye un coupon de 5.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 11/11/2020

IMPORTANT NOTICE
NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES.
IMPORTANT: You must read the following before continuing. The following applies to the Prospectus following this
page, whether received by e-mail, accessed from an internet page or received as a result of electronic transmission, and you are
therefore required to read this carefully before reading, accessing or making any other use of the Prospectus. In accessing the
Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them any time you
receive any information from us as a result of such access.
The Prospectus has been prepared solely in connection with the proposed offering to certain institutional and professional
investors of the securities described herein.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE OR A
SOLICITATION OF AN OFFER TO BUY SECURITIES IN THE UNITED STATES (AS DEFINED IN REGULATION S
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER
JURISDICTION WHERE THE OFFER, SALE OR SOLICITATION IS NOT PERMITTED. THE SECURITIES HAVE NOT
BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION AND THE SECURITIES MAY NOT BE
OFFERED OR SOLD WITHIN THE UNITED STATES.
THE FOLLOWING PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND
MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THIS PROSPECTUS MAY ONLY BE
DISTRIBUTED OUTSIDE THE UNITED STATES. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF
THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE
MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER
JURISDICTIONS.
Confirmation of your Representation: In order to be eligible to view the Prospectus or make an investment decision with
respect to the securities, you must be a person who is outside of the United States. The Prospectus is being sent at your request
and by accepting the e-mail and/or accessing the Prospectus, you shall be deemed to have represented to us that: (i) you
understand and agree to the terms set out herein; (ii) you and any customers you represent are outside the United States; (iii)
that the e-mail address to which, pursuant to your request, the Prospectus has been delivered by electronic transmission is not
located in the United States for the purposes of Regulation S under the Securities Act; (iv) you consent to delivery of the
Prospectus by electronic transmission; (v) you will not transmit the Prospectus (or any copy of it or part thereof) or disclose,
whether orally or in writing, any of its contents to any other person except with our consent; and (vi) you acknowledge that you
will make your own assessment regarding any legal, taxation or other economic considerations with respect to your decision to
subscribe for or purchase any of the securities.
The Prospectus is being distributed only to and directed only at: (i) persons who are outside the United Kingdom; or (ii)
persons who have professional experience in matters relating to investments falling within Article 19(5) of The Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (iii) high net worth entities
and other persons falling within Article 49(2)(a) to (d) of the Order; or (iv) those persons to whom it may otherwise lawfully
be distributed in accordance with the Order (all such persons together being referred to as "relevant persons"). The Prospectus
is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which the Prospectus relates is available only to relevant persons and will be engaged in
only with relevant persons.
You are reminded that the Prospectus has been delivered to you on the basis that you are a person into whose possession the
Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may
not, nor are you authorised to, deliver the Prospectus to any other person.
The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any
place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licenced
broker or dealer and any underwriter or any affiliate of any underwriter is a licensed broker or dealer in that jurisdiction, the
offering shall be deemed to be made by such underwriter or such affiliate on behalf of the Issuer in such jurisdiction.
The Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may
be altered or changed during the process of electronic transmission and consequently neither of Deutsche Bank AG, London
Branch or J.P. Morgan Securities plc (together, the "Joint Lead Managers") nor any person who controls either of them or
any of their respective directors, officers, employees or agents, the Republic of Albania or any affiliate of any such person
accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus distributed to you in
electronic format and the hard copy version available to you on request from the Joint Lead Managers.

THE REPUBLIC OF ALBANIA
450,000,000 5.75% Notes due 2020
Issue Price: 99.472%
The issue price of the 450,000,000 5.75% Notes due 2020 (the "Notes") of the Republic of Albania (the "Issuer", the
"Republic" or "Albania") is 99.472% of their principal amount.
Unless previously redeemed or cancelled, the Notes will be redeemed at their principal amount on 12 November 2020
(the "Maturity Date"). The Notes will bear interest from, and including, 12 November 2015 (the "Issue Date") at the
rate of 5.75% per annum, payable annually in arrear on 12 November in each year, commencing on 12 November 2016.
Payments on the Notes will be made in Euros without deduction for, or on account of, taxes imposed or levied by
Albania to the extent described under "Terms and Conditions of the Notes--8. Taxation".
This Prospectus has been approved by the Central Bank of Ireland, as competent authority under the Prospectus
Directive. "Prospectus Directive" means Directive 2003/71/EC, as amended (which includes the amendments made by
Directive 2010/73/EU). Such approval only relates to Notes which are to be admitted to trading on a regulated market
for the purposes of Directive 2004/39/EC and/or which are to be offered to the public in any member state of the
European Economic Area. The Central Bank of Ireland only approves this prospectus as meeting the requirements
imposed under Irish and European Union ("EU") law pursuant to the Prospectus Directive. Application has been made
to the Irish Stock Exchange PLC (the "Irish Stock Exchange") for the Notes to be admitted to the Official List (the
"Official List") and to trading on its main securities market (the "Market"). This Prospectus constitutes a prospectus
for the purposes of the Prospectus (Directive 2003/71/EC) Regulations 2005 (the "Prospectus Regulations") (which
implement the Prospectus Directive in Ireland). Reference in this prospectus to being "listed" (and all date references)
shall mean that such Notes have been admitted to the Official List and have been admitted to trading on the Market. The
Market is a regulated market for the purposes of Directive 2004/39/EC.
The Notes are expected to be assigned a rating of B1 by Moody's Investors Service Limited ("Moody's") and B by
Standard and Poor's Credit Market Services Europe Limited ("S&P"). Each of Moody's and S&P is established in the
EU and registered under Regulation (EC) 1060/2009 on credit rating agencies (the "CRA Regulation"). Any change
in the rating of the Notes may adversely affect the price that a purchaser may be willing to pay for the Notes. A rating is
not a recommendation to buy, sell or hold securities and may be subject to revision, suspension, reduction or withdrawal
at any time by the assigning rating agency.
An investment in the Notes involves certain risks. See "Risk Factors" beginning on page 6 of this Prospectus.
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or with any securities regulatory authority of any state or other jurisdiction and may not be offered or sold within
the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act.
The Notes will be offered and sold in registered form and in denominations of 100,000 and integral multiples of
1,000 in excess thereof. The Notes will initially be represented by a global certificate (the "Global Certificate"), in
registered form without interest coupons attached, which will be registered in the name of a nominee of, and delivered
to, a common depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme
("Clearstream, Luxembourg") on or around the Issue Date. Beneficial interests in the Global Certificate will be
shown on, and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream,
Luxembourg and their participants. Except as described herein, definitive certificates will not be issued for beneficial
interests in the Global Certificate. See "The Global Certificate".
Joint Lead Managers
DEUTSCHE BANK
J.P. MORGAN
This Prospectus is dated 10 November 2015.

This Prospectus comprises a prospectus for the purposes of Article 5 of the Prospectus Directive. The Republic
accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Republic
(which has taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in
accordance with the facts and does not omit anything likely to affect the import of such information.
Neither of the Joint Lead Managers nor any of their respective affiliates has 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. Neither of the Joint Lead Managers nor any of their
directors, affiliates, advisers and agents has made any independent verification of the information contained in this
Prospectus in connection with the issue or offering of the Notes and no representation or warranty, express or implied,
is made by either of the Joint Lead Managers or their directors, affiliates, advisers or agents with respect to the
accuracy or completeness of such information. Nothing contained in this Prospectus is, is to be construed as, or shall
be relied upon as, a representation or warranty, whether to the past or the future, by either of the Joint Lead Managers
or their respective directors, affiliates, advisers or agents in any respect.
The Republic has not authorised the making or provision of any representation or information regarding the Republic
or the Notes other than as contained in this Prospectus. Any other representation or information should not be relied
upon as having been authorised by the Republic or the Joint Lead Managers. The contents of this Prospectus are not,
are not to be construed as, and should not be relied on as, legal, business or tax advice and each person contemplating
making an investment in the Notes must make its own investigation and analysis of the creditworthiness of the
Republic and its own determination of the suitability of any such investment, with particular reference to its own
investment objectives and experience, and any other factors which may be relevant to it in connection with such
investment.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Note shall in any circumstances create
any implication that there has been no adverse change, or event reasonably likely to involve any adverse change, in
the condition (financial or otherwise) of the Republic since the date of this Prospectus.
This Prospectus does not constitute an offer of, or an invitation to subscribe for or purchase, any Notes.
The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Prospectus comes are required by the Republic and the Joint
Lead Managers to inform themselves about and to observe any such restrictions. For a description of certain
restrictions on offers, sales and deliveries of the Notes and on the distribution of this Prospectus and other offering
material relating to the Notes. See "Subscription and Sale".
This Prospectus has been prepared by the Republic for use in connection with the offer and sale of the Notes and the
admission of the Notes to the Official List and to trading on the Market. The Republic and the Joint Lead Managers
reserve the right to reject any offer to purchase Notes, in whole or in part, for any reason.
Prospective purchasers of the Notes should consult their tax advisers as to the consequences under the tax laws of the
jurisdiction(s) of which they are resident for tax purposes and the tax laws of Albania of acquiring, holding and
disposing of the Notes and receiving payments of principal, interest and/or other amounts under the Notes.
STABILISATION
In connection with the issue of the Notes, Deutsche Bank AG, London Branch (the "Stabilisation Manager") (or any
person acting on behalf of the Stabilisation Manager) may over allot Notes or effect transactions with a view to
supporting the market price of the Notes at a higher level than that which might otherwise prevail. There is no
assurance, however, that the Stabilisation Manager (or persons acting on behalf of the Stabilisation Manager) will
undertake such 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 Notes is made and, if begun, may be ended at any time, but it must end no
later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the
Notes. Any stabilisation action or over-allotment must be conducted by the Stabilisation Manager (or any person
acting on behalf of the Stabilisation Manager) in accordance with all applicable laws and rules.
i

PRESENTATION OF ECONOMIC AND OTHER INFORMATION
In this Prospectus, unless otherwise specified, references to "Euro", "EUR" or "" are to the single 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; references to "U.S.$", "USD" and "U.S. Dollars" are to United
States Dollars and references to "ALL", "Lek" or "leke" are to the currency of Albania.
FORWARD-LOOKING STATEMENTS
Some of the statements contained in this Prospectus constitute forward-looking statements. Statements that are not
historical facts, including statements about the Republic's beliefs and expectations, are forward-looking statements.
These statements are based on current plans, objectives, assumptions, estimates and projections. Therefore, undue
reliance should not be placed on them. Forward-looking statements speak only as of the date that they are made and
the Republic undertakes no obligation to update publicly any of them in light of new information or future events.
Forward-looking statements involve inherent risks and uncertainties. The Republic cautions that a number of
important factors could cause actual results to differ materially from those contained in any forward-looking
statement. Forward-looking statements include, but are not limited to: (i) plans with respect to implementation of
economic policy and the pace of economic and legal reforms; (ii) expectations about EU accession; (iii) expectations
about the behaviour of the domestic, Eurozone and global economies; (iv) the outlook for inflation, budget deficit,
exchange rates, interest rates, foreign investment, trade and fiscal accounts; and (v) estimates of external debt
repayment and debt service.
Statistical data appearing in this Prospectus has been extracted or compiled from the records, statistics and other
official public sources of information in Albania, and has not been independently checked or verified. The Republic
has accurately reproduced such information, and as far as the Republic is aware and able to ascertain, no facts have
been omitted which would render the reproduced information inaccurate or misleading. In recent years there have
been significant steps taken in Albania to improve the accuracy and reliability of official statistics and to conform
statistical methodology to international standards. However, in a transition economy in which there is a substantial
amount of unofficial or unreported grey market economic activity, such as the Albanian economy, such statistical data
may not accurately reflect current or historic levels of, and trends in, economic activity. In addition, all percentages
presented in this Prospectus represent approximate figures.
EXCHANGE RATES
The following tables set forth, for the periods indicated, the period end, average, high and low official mid-point rates
published by the Bank of Albania, expressed in ALL per EUR and ALL per USD:
Albanian Lek per Euro
High
Low
Average(1)
Year End
(Lek Per Euro)
Year
2010 ......................................................................................
139.73
134.86
137.77
138.77
2011 ......................................................................................
142.84
136.31
140.34
138.93
2012 ......................................................................................
140.40
136.80
139.01
139.59
2013 ......................................................................................
141.57
139.24
140.27
140.20
2014 ......................................................................................
140.76
138.94
139.97
140.14
For the month of
January 2015..........................................................................
140.29
139.69
140.04
139.72
February 2015........................................................................
140.56
139.73
140.23
140.36
March 2015............................................................................
140.52
140.26
140.41
140.34
April 2015..............................................................................
140.53
139.96
140.26
140.53
May 2015...............................................................................
141.03
140.43
140.82
140.98
June 2015...............................................................................
141.13
140.29
140.82
140.29
July 2015 ...............................................................................
140.27
139.44
139.85
139.59
August 2015...........................................................................
139.74
139.43
139.59
139.73
__________
Note:
(1)
The average of the noon-buying rate on each business day during the relevant period.
ii

Albanian Lek per U.S. Dollar
High
Low
Average(1)
Year End
(Lek Per U.S. Dollar)
Year
2010.......................................................................................
114.33
95.21
104.07
104.00
2011.......................................................................................
107.54
95.79
100.84
107.54
2012.......................................................................................
113.37
104.12
108.23
105.85
2013.......................................................................................
109.76
101.55
105.69
101.86
2014.......................................................................................
115.23
100.54
105.48
115.23
For the month of
January 2015 ..........................................................................
124.48
117.22
120.73
123.35
February 2015 ........................................................................
124.96
122.23
123.46
124.96
March 2015 ............................................................................
133.35
125.16
129.66
130.63
April 2015..............................................................................
132.74
125.61
129.97
125.61
May 2015 ...............................................................................
129.24
123.55
126.19
128.48
June 2015 ...............................................................................
129.12
123.61
125.61
125.57
July 2015................................................................................
128.93
125.49
126.99
127.49
August 2015 ...........................................................................
128.39
121.21
125.39
124.63
__________
Note:
(1)
The average of the noon-buying rate on each business day during the relevant period.
iii

TABLE OF CONTENTS
OVERVIEW OF THE TERMS AND CONDITIONS OF THE NOTES............................................. 2
RISK FACTORS ............................................................................................................................... 6
TERMS AND CONDITIONS OF THE NOTES .............................................................................. 16
THE GLOBAL CERTIFICATE....................................................................................................... 35
USE OF PROCEEDS ...................................................................................................................... 37
THE REPUBLIC OF ALBANIA ..................................................................................................... 38
THE ALBANIAN ECONOMY ....................................................................................................... 47
BALANCE OF PAYMENTS AND FOREIGN TRADE .................................................................. 66
PUBLIC DEBT ............................................................................................................................... 76
MONETARY AND FINANCIAL SYSTEM ................................................................................... 87
PUBLIC FINANCES..................................................................................................................... 101
TAXATION .................................................................................................................................. 114
SUBSCRIPTION AND SALE ....................................................................................................... 116
GENERAL INFORMATION ........................................................................................................ 118
1

OVERVIEW OF THE TERMS AND CONDITIONS OF THE NOTES
The following is an overview of certain information contained in this Prospectus. It does not purport to be complete and
is qualified in its entirety by the more detailed information appearing elsewhere in this Prospectus. Prospective
investors should also carefully consider the information set out in the section entitled "Risk Factors" in this Prospectus
prior to making an investment decision. See "Overview of the Republic of Albania", "The Albanian Economy",
"Balance of Payments and Foreign Trade", "Public Debt", "Monetary and Financial System" and "Public Finances"
for a more detailed description of the Issuer.
Capitalised terms not otherwise defined in this overview have the same meaning as in the terms and conditions of the
Notes (the "Conditions"). See "Terms and Conditions of the Notes" for a more detailed description of the Notes.
Issuer .....................................................
The Republic of Albania (acting through its Minister of Finance).
Joint Lead Managers.............................
Deutsche Bank AG, London Branch and J.P. Morgan Securities plc.
Issue Price..............................................
99.472% of the principal amount of the Notes.
Notes Offered ........................................
450,000,000 5.75% Notes due 2020.
Issue Date ..............................................
12 November 2015.
Maturity Date........................................
12 November 2020.
Interest on the Notes..............................
5.75% per annum.
Interest Payment Dates .........................
The Notes bear interest on their outstanding principal amount from and
including 12 November 2015 at the rate of 5.75% per annum, payable
annually in arrear on 12 November in each year (each an "Interest
Payment Date"). The first payment (representing a full year's interest)
shall be made on 12 November 2016 (the "First Interest Payment Date").
See "Terms and Conditions of the Notes--5. Interest".
Yield ......................................................
As at the Issue Date and on the basis of the issue price, the interest rate of
the Notes, the redemption amount of the Notes and the tenor of the Notes,
as calculated on the pricing date, the yield to maturity of the Notes is
5.875% per annum.
Status .....................................................
The Notes will constitute direct, general, unconditional and (subject to the
provisions of the Negative Pledge) unsecured obligations of the Issuer,
which will rank pari passu, without preference among themselves, with all
other unsecured External Indebtedness of the Issuer, from time-to-time
outstanding, provided, further, that the Issuer shall have no obligation to
effect equal or rateable payment(s) at any time with respect to any such
other External Indebtedness and, in particular, shall have no obligation to
pay other External Indebtedness at the same time or as a condition of
paying sums due on the Notes and vice versa.
See "Terms and Conditions of the Notes--3. Status".
Redemption ...........................................
Unless previously redeemed or purchased and cancelled, the Issuer will
redeem the Notes at their principal amount on the Maturity Date.
See "Terms and Conditions of the Notes--7. Redemption and Purchase".
2

Negative Pledge .....................................
The Conditions will provide that, so long as any of the Notes remains
outstanding (as defined in the Agency Agreement), the Issuer will not
create or permit to subsist any Security Interest, other than a Permitted
Security Interest, over any of its property or assets to secure Public
External Indebtedness of the Issuer or any guarantee of the Issuer in respect
of Public External Indebtedness, unless (i) the Notes are secured equally
and rateably with such Public External Indebtedness or (ii) the Notes have
the benefit of such other security, guarantee, indemnity or other
arrangement as shall be substantially equivalent.
See "Terms and Conditions of the Notes--4. Negative Pledge".
Events of Default ...................................
The Conditions will permit the acceleration of the Notes following the
occurrence of certain events of default.
Holders of not less than 25% in aggregate principal amount of the
outstanding Notes may, by notice in writing to the Issuer (with a copy to
the Fiscal Agent), declare all the Notes to be immediately due and
repayable, whereupon they shall become immediately due and payable at
their principal amount together with accrued interest on the date the Issuer
receives such written notice of the declaration.
If the Issuer receives notice in writing from holders of at least 50% in
aggregate principal amount of the outstanding Notes to the effect that the
Event of Default or Events of Default giving rise to such declaration of
acceleration is or are cured following any such declaration and that such
holders wish the declaration to be withdrawn, the Issuer shall give notice
thereof to the Noteholders (with a copy to the Fiscal Agent), whereupon the
declaration shall be withdrawn and shall have no further effect. No such
withdrawal shall affect any other or any subsequent Event of Default or
any right of any relevant Noteholder in relation thereto.
See "Terms and Conditions of the Notes--10. Events of Default".
Denominations.......................................
The Notes will be offered and sold, and may only be transferred, in
minimum principal amounts of 100,000 and integral multiples of 1,000
in excess thereof.
Form of Notes ........................................
The Notes will be in registered form, without interest coupons.
The Notes will initially be represented by the Global Certificate, in
registered form without interest coupons attached, which will be registered
in the name of a nominee of a common depositary for Euroclear and
Clearstream, Luxembourg.
Except in limited circumstances, definitive certificates for the Notes will
not be issued to investors in exchange for beneficial interests in the Global
Certificate. See "The Global Certificate".
3

Taxation and Additional Amounts........
All payments in respect of the Notes by or on behalf of the Issuer shall be
made free and clear of, and without withholding or deduction for, or on
account of, any present or future taxes, duties, assessments or
governmental charges of whatever nature imposed, levied, collected,
withheld or assessed by or on behalf of the Republic of Albania or any
political subdivision or any authority thereof or therein having power to tax
(collectively, "Taxes"), unless the withholding or deduction of the Taxes is
required by law. In that event, the Issuer will pay such additional amounts
as may be necessary in order that the net amounts received by the
Noteholders after the withholding or deduction shall equal the respective
amounts which would have been receivable in respect of the Notes in the
absence of the withholding or deduction, subject to certain exceptions set
out in "Terms and Conditions of the Notes--8. Taxation".
Meetings of Noteholders........................
The Conditions contain provisions for calling meetings of Noteholders and,
in certain circumstances, holders of other debt securities of the Issuer, to
consider matters affecting their interests generally. These provisions permit
defined majorities (which may, in certain circumstances, be formed of
holders of debt securities of the Issuer other than the Notes) to bind all
Noteholders, including Noteholders who did not attend and vote at the
relevant meeting and Noteholders who voted in a manner contrary to the
majority. The Conditions also contain provisions for the appointment of a
Noteholders' representative committee. See "Terms and Conditions of the
Notes--13. Meetings of Noteholders; Written Resolutions" and "Terms and
Conditions of the Notes--15. Noteholders' Committee".
Modification and Amendment ..............
The Conditions contain a provision permitting the Notes, the Conditions,
the Agency Agreement and the Deed of Covenant to be amended without
the consent of the Noteholders to correct a manifest error or to make any
modification, which is of a formal, minor or technical nature or which is
not materially prejudicial to the interests of the Noteholders. See "Terms
and Conditions of the Notes--13.8. Manifest error, etc.".
Use of Proceeds......................................
The net proceeds of the issue of the Notes will be used by the Issuer to
refinance existing indebtedness, which may include external or domestic
indebtedness.
See "Use of Proceeds".
Ratings...................................................
The Notes are expected to be assigned a rating of B1 by Moody's and B by
S&P. Each of Moody's and S&P is established in the EU and registered
under the CRA Regulation. A rating is not a recommendation to buy, sell
or hold securities and may be subject to revision, suspension, reduction or
withdrawal at any time by the assigning rating organisation.
Listing and Admission to Trading ........
Application has been made to the Irish Stock Exchange for the Notes to be
admitted to the Official List and to trading on its main securities market.
Governing Law......................................
The Notes, the Agency Agreement and the Deed of Covenant (each as
defined in the Conditions), and any non-contractual obligations arising out
of or in connection with the Notes, the Agency Agreement and the Deed of
Covenant, will be governed by, and construed in accordance with, English
law.
Fiscal Agent, Principal Paying Agent
and Transfer Agent ...............................
Deutsche Bank AG, London Branch.
Registrar, Paying and Transfer Agent..
Deutsche Bank Luxembourg S.A.
4

Security Codes.......................................
ISIN:
XS1300502041
Common Code: 130050204
5