Obligation Heineken Holding 1.5% ( XS1330434389 ) en EUR

Société émettrice Heineken Holding
Prix sur le marché 100 %  ▲ 
Pays  Pays-bas
Code ISIN  XS1330434389 ( en EUR )
Coupon 1.5% par an ( paiement annuel )
Echéance 07/12/2024 - Obligation échue



Prospectus brochure de l'obligation Heineken NV XS1330434389 en EUR 1.5%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 460 000 000 EUR
Description détaillée Heineken NV est une société brassicole multinationale néerlandaise, l'une des plus grandes au monde, connue pour sa bière Heineken et un large portefeuille de marques internationales.

L'Obligation émise par Heineken Holding ( Pays-bas ) , en EUR, avec le code ISIN XS1330434389, paye un coupon de 1.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 07/12/2024







BASE PROSPECTUS
HEINEKEN N.V.
(incorporated with limited liability in the Netherlands)
10,000,000,000
Euro Medium Term Note Programme
Under this 10,000,000,000 Euro Medium Term Note Programme (the "Programme"), Heineken N.V. (the "Issuer" or
"Heineken") may from time to time issue notes (the "Notes") denominated in any currency agreed between the Issuer and
the relevant Dealer(s) (as defined below).
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the Programme"
and any additional Dealer appointed under the Programme from time to time by the Issuer (each a "Dealer" and together
the "Dealers"), which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus
to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one
Dealer, be to all Dealers agreeing to subscribe such Notes.
This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the
"CSSF") as a base prospectus issued in compliance with Directive 2003/71/EC (as amended) (the "Prospectus Directive")
and relevant implementing measures in Luxembourg for the purpose of giving information with regard to the issue of Notes
under the Programme during the period of twelve months from the date hereof. The CSSF is the Luxembourg competent
authority for the purposes of the Prospectus Directive and relevant implementing measures in Luxembourg. By approving
this Base Prospectus, the CSSF shall give no undertaking as to the economic and financial soundness of the operation or
the quality or solvency of the Issuer in accordance with Article 7(7) of the Luxembourg law dated 10 July 2005 on
prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) as amended by the Luxembourg law dated
3 July 2012 (the "Prospectus Act 2005").
Applications have been made for Notes issued under the Programme to be admitted during the period of twelve months
from the date hereof to listing on the Official List of the Luxembourg Stock Exchange 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 (the "Markets in Financial Instruments Directive").
The Programme also permits Notes to be issued that will not be admitted to listing, trading and/or quotation by any
competent authority, stock exchange and/or quotation system as may be agreed between the Issuer and the relevant
Dealer(s).
The Notes have not been and will not be registered under the United States Securities Act of 1933 (as amended) (the
"Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States. The Notes
will be issued in bearer form and are subject to U.S. tax law requirements. The Notes may not be offered, sold or delivered
within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities
Act ("Regulation S")) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act.
Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the
ability of the Issuer to fulfil its obligations under the Notes are discussed in the section "Risk Factors" below.
Notes issued under the Programme may be rated or unrated. Where a Tranche (as defined herein) of Notes is rated, its
rating will be specified in the applicable Final Terms along with confirmation of whether or not such rating 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"). The list of registered and certified rating agencies published by the European Securities and
Markets Authority ("ESMA") will appear on its website (http://www.esma.europa.eu/page/List-registered-and-certified-CRAs)
in accordance with the CRA Regulation. 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 credit rating agency.
Arranger
Credit Suisse
Dealers
ABN AMRO
Barclays
BNP PARIBAS
Citigroup
Credit Suisse
HSBC
ING
J.P. Morgan
12 March 2015


TABLE OF CONTENTS
Page
IMPORTANT NOTICES................................................................................................................................... 3
SUMMARY OF THE PROGRAMME ............................................................................................................... 5
RISK FACTORS ............................................................................................................................................ 19
IMPORTANT INFORMATION RELATING TO PUBLIC OFFERS OF NOTES............................................. 31
OVERVIEW OF THE PROGRAMME ............................................................................................................ 36
INFORMATION INCORPORATED BY REFERENCE .................................................................................. 40
GENERAL DESCRIPTION OF THE PROGRAMME .................................................................................... 41
FORMS OF THE NOTES .............................................................................................................................. 42
TERMS AND CONDITIONS OF THE NOTES .............................................................................................. 45
USE OF PROCEEDS .................................................................................................................................... 76
FORMS OF FINAL TERMS ........................................................................................................................... 77
HEINEKEN N.V. ............................................................................................................................................ 99
SELECTED FINANCIAL INFORMATION.................................................................................................... 116
TAXATION................................................................................................................................................... 117
SUBSCRIPTION AND SALE....................................................................................................................... 131
GENERAL INFORMATION ......................................................................................................................... 135
GLOSSARY ................................................................................................................................................. 138
INDEX OF DEFINED TERMS ..................................................................................................................... 140
FINANCIAL STATEMENTS......................................................................................................................... 144
2


IMPORTANT NOTICES
This Base Prospectus constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus
Directive.
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 is, to the best of its
knowledge, in accordance with the facts and does not omit anything likely to affect the import of such
information.
Each Tranche 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 supplements hereto and with
any information incorporated by reference herein and, in relation to any Tranche of Notes, must be read and
construed together with the relevant Final Terms.
No person is or 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 in connection with the Programme or any Notes and, if given or
made, such information or representation should not be relied upon as having been authorised by the Issuer,
the Trustee 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
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 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 any Notes,
see "Subscription and Sale". In particular, the Notes have not been and will not be registered under the
Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States.
The Notes will be issued in bearer form and are subject to U.S. tax law requirements. The Notes may not be
offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as
defined in Regulation S and by the U.S. Internal Revenue Code of 1986, as amended (the "Code") and by
U.S. Treasury regulations promulgated thereunder) except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.
The section entitled "Important Information relating to Public Offers of Notes" sets out important
information relating to the offer to the public of Notes issued under the Programme generally.
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 Trustee, 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.
The maximum aggregate nominal amount of Notes outstanding at any one time under the Programme will
not exceed 10,000,000,000 (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 (as defined under "Subscription and Sale"))). The maximum aggregate
3


nominal 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.
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 "EUR" or "euro" are to the single currency
introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty
on the Functioning of the European Union, as amended, references to "U.S. dollars", "U.S.$" and "USD" are
to the lawful currency of the United States of America, references to "£" and "Pounds sterling" are to the
lawful currency of the United Kingdom, references to "CHF" and "Swiss Francs" are to the lawful currency of
Switzerland, references to "SGD" and "Singapore dollars" are to the lawful currency of Singapore and
references to "JPY" and "Japanese Yen" are to the lawful currency of Japan.
In this Base Prospectus, references to websites or uniform resource locators (URLs) are inactive textual
references and are included for information purposes only. The contents of any such website or URL shall
not form part of, or be deemed to be incorporated by reference into, this Base Prospectus.
This Base Prospectus contains information sourced from third parties, where indicated with references to
third party sources herein. The Issuer confirms that such information has been accurately reproduced and
that, so far as it is aware, and is able to ascertain from information published by such sources, no facts have
been omitted which would render the reproduced information inaccurate or misleading.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (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 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


SUMMARY OF THE PROGRAMME
Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in
Sections A ­ E (A.1 ­ E.7).
This summary contains all the Elements required to be included in a summary for these types of securities
and this type of issuer. Because some Elements are not required to be addressed, there may be gaps in the
numbering sequence of the Elements.
Even though an Element may be required to be inserted in this summary because of the type of securities
and issuer, it is possible that no relevant information can be given regarding the Element. In this case, a
short description of the Element is included in the summary with the mention of "Not Applicable".
Section A ­ Introduction and Warnings
Element
Title
A.1
Introduction
This summary should be read as an introduction to the Base
Prospectus. Any decision to invest in the Notes should be based on
consideration of the Base Prospectus as a whole by the investor.
Where a claim relating to the information contained in the Base
Prospectus is brought before a court, the plaintiff investor might,
under the national legislation of the relevant Member State, have to
bear the costs of translating the Base Prospectus before the legal
proceedings are initiated. Civil liability attaches only to those
persons who have tabled the summary, including any translation
hereof, but only if the summary is misleading, inaccurate or
inconsistent when read together with the other parts of the Base
Prospectus or it does not provide, when read together with the other
parts of the Base Prospectus, key information in order to aid
investors when considering whether to invest in the Notes.
A.2
Consent
[Certain Tranches of Notes with a denomination of less than 100,000 (or
its equivalent in any other currency) may be offered to financial
intermediaries in circumstances where there is no exemption from the
obligation under the Prospectus Directive to publish a prospectus. Any
such offer is referred to as a "Public Offer of Notes".]
[Not Applicable; the Notes are issued in denominations of less than
100,000 (or its equivalent in any other currency) but will be offered
pursuant to one or more exemptions from the obligation under the
Prospectus Directive to publish a prospectus. There will be no Public Offer
of Notes.]
[Specific Consent:
The Issuer consents to the use of this Base Prospectus in connection with
a Public Offer of Notes by [ ], [ ] and any other financial
intermediary appointed after [ ] and whose name is published on the
Issuer's website (http://www.theheinekencompany.com) and identified as
an Authorised Offeror in respect of the relevant Public Offer of Notes on
the following basis:
(a)
the relevant Public Offer of Notes must occur during the period
from and including [ ] to but excluding [ ] (the "Offer
Period");
(b)
the relevant Authorised Offeror must satisfy the following
conditions: [ ]; and
5


(c)
[ ].
Authorised Offerors will provide information to Investors on the terms and
conditions of the Public Offer of Notes at the time such Public Offer of
Notes is made by the Authorised Offeror to Investors.]
[General Consent:
[The Issuer consents to the use of this Base Prospectus in connection
with a Public Offer of Notes for subsequent resale or final placement of
the Notes by [ ], [ ] and any other financial intermediary which is
authorised to make such offers under the Markets in Financial Instruments
Directive (Directive 2004/39/EC) ("MiFID") on the following basis:
(a)
the relevant Public Offer of Notes must occur during the period
from and including [ ] to but excluding [ ] (the "Offer
Period");
(b)
the relevant Authorised Offeror must publish the following
Acceptance Statement on its website:
"We, [insert legal name of financial intermediary], refer to the
[insert title of relevant Notes] (the "Notes") described in the Final
Terms dated [insert date] (the "Final Terms") published by
Heineken N.V. (the "Issuer").
In consideration of the Issuer offering to grant its consent to our
use of the Base Prospectus (as defined in the Final Terms) in
connection with the offer of the Notes in [insert name(s) of
relevant Public Offer Jurisdiction(s)] during the Offer Period in
accordance with the Authorised Offeror Terms (as specified in the
Base Prospectus), we accept the offer by the Issuer. We confirm
that we are authorised under MiFID to make, and are using the
Base Prospectus in connection with, the Public Offer of Notes
accordingly.
Terms used herein and otherwise not defined shall have the same
meaning as given to such terms in the Base Prospectus."
Any financial intermediary who wishes to use this Base Prospectus in
connection with the Public Offer of Notes is required, for the duration of
the Offer Period, to publish a duly completed Acceptance Statement on its
website.]
[The financial intermediaries referred to above are together referred to
herein as the "Authorised Offerors".
The consent referred to above relates to Offer Periods occurring within 12
months from the date of this Base Prospectus.]
[Neither the Issuer nor, for the avoidance of doubt, any [Dealer/Manager]
has any responsibility for any of the actions of any Authorised Offeror,
including compliance by an Authorised Offeror with applicable conduct of
business rules or other local regulatory requirements or other securities
law requirements in relation to such offer.
AN INVESTOR INTENDING TO PURCHASE OR PURCHASING ANY
NOTES FROM AN AUTHORISED OFFEROR WILL DO SO, AND
OFFERS AND SALES OF SUCH NOTES TO SUCH AN INVESTOR BY
AN AUTHORISED OFFEROR WILL BE MADE, IN ACCORDANCE
WITH ANY TERMS AND OTHER ARRANGEMENTS IN PLACE
6


BETWEEN SUCH AUTHORISED OFFEROR AND SUCH INVESTOR
(THE "TERMS AND CONDITIONS OF PUBLIC OFFERS OF NOTES").
THE ISSUER WILL NOT BE A
PARTY TO ANY SUCH
ARRANGEMENTS WITH SUCH INVESTOR AND, ACCORDINGLY,
THIS BASE PROSPECTUS DOES NOT, AND ANY FINAL TERMS WILL
NOT, CONTAIN SUCH INFORMATION. THE TERMS AND
CONDITIONS OF THE PUBLIC OFFER OF NOTES SHALL BE
PROVIDED TO SUCH INVESTOR BY THAT AUTHORISED OFFEROR
AT THE TIME THE OFFER IS MADE. NONE OF THE ISSUER OR, FOR
THE AVOIDANCE OF DOUBT, ANY OF THE DEALERS OR OTHER
AUTHORISED OFFEROR HAS ANY RESPONSBILITY OR LIABILITY
FOR SUCH INFORMATION.]
Section B ­ Issuer
Element
Title
B.1
Legal and commercial Heineken N.V. (the "Issuer" or "Heineken")
name of the Issuer
B.2
Domicile/legal form/
The Issuer is a public company with limited liability (naamloze
legislation/country of
vennootschap) incorporated and domiciled in the Netherlands and
incorporation
operating under the laws of the Netherlands.
B.4b
Trends affecting the
Not Applicable. There are no particular trends affecting the Issuer and the
Issuer and its industry
industries in which it operates.
B.5
Description of the
The Issuer is the parent company of the Heineken Group.
Group
The Heineken Group is a leading international brewer, producing beer in
over 70 countries through more than 160 breweries and also through
other brewers under licence.
B.9
Profit forecasts or
Not Applicable. The Issuer has not made any profit forecasts or estimates
estimates
in the Base Prospectus.
B.10
Audit report
Not Applicable. There are no qualifications in the audit reports to the 2014
qualifications
financial statements and the 2013 financial statements of the Issuer.
B.12
Selected historical
The table below shows Heineken's full year key figures for the financial
key financial
years ending 31 December 2014 and 31 December 2013.
information
Key Financial Figures
2014*
2013*
(In millions of EUR)
Income Statement Data
Revenue................................................................................
19,257
19,203
EBIT (beia) ............................................................................
3,268
3,091
EBIT (beia) margin**..............................................................
16.9%
16.1%
Net interest expense*** .........................................................
409
532
Net profit (attributable to equity holders of the Company) ......
1,516
1,364
Balance Sheet Data
Cash and cash equivalents....................................................
668
1,290
Total assets...........................................................................
34,830
33,337
Net interest bearing debt .......................................................
11,076
10,868
Total equity............................................................................
13,452
12,356
7


Notes:
*
2014 and 2013 figures are derived from Heineken's 2014 consolidated financial statements.
**
The EBIT (beia) margins have been calculated by dividing EBIT (beia) by revenue.
***
Net interest expense: interest income less interest expense
Statements of no significant or material adverse change
Since 31 December 2014, there has been no material adverse change in
the prospects of the Issuer and no significant change in the financial or
trading position of the Heineken Group.
B.13
Recent events
Not Applicable. There have been no recent events particular to the Issuer
relevant to solvency
which are to a material extent relevant to an evaluation of the Issuer's
solvency.
B.14
Description of the
See Element B.5 for a description of the Heineken Group and the Issuer's
Group and
position within the Heineken Group. The Issuer is the parent company of
dependence upon
other Group entities
the Heineken Group.
Not Applicable. The Issuer is not dependent upon other entities within the
Heineken Group.
B.15
Issuer's principal
Heineken is among the largest brewers in the world 1 with a total
activities
consolidated beer volume of 181.3 million hectolitres in 2014. The Issuer
produces beer in over 70 countries through more than 160 breweries and
also through other brewers under licence. The Issuer also has a strong
export business, which is carried out mainly from the Netherlands, Mexico
and Singapore. The production and sale of beer represents the Issuer's
main source of income and cash flow. The Issuer is also engaged in
complementary businesses to its manufacturing brewing activities, such
as beverage distribution and the production of cider, soft drinks and other
alcohol products.
Heineken enjoys strong market positions and an efficient cost structure in
many countries by combining the production, marketing and sale of the
Issuer's international brands and products with that of a range of
prominent local beer brands. The international brands (Heineken®,
Amstel, Desperados, Affligem, Sol and Strongbow) are supplemented and
supported by national and regional brands, and a range of speciality
beers, light beers (low-calorie beers) and alcohol-free beers. Market
leading positions have been built by developing a cohesive portfolio of
strong brands, which offer high added value for the Issuer's customers
and consumers. The Issuer's principal international brand is Heineken®,
but the Heineken Group brews and sells more than 250 beers and ciders
including Anchor, Biere Larue, Bintang, Birra Moretti, Cruzcampo, Dos
Equis, Foster's, Newcastle Brown Ale, Ochota, Primus, Sagres, Star,
Tecate, Tiger and Zywiec. Heineken's leading joint venture brands include
Cristal and Kingfisher. In addition to the global beer portfolio, Heineken is
also the world's biggest cider maker with brands such as Strongbow,
Bulmers and Old Mout.
B.16
Controlling persons
Heineken Holding N.V. holds 50.005 per cent. of the Heineken N.V.
issued shares. On 31 December 2014, L'Arche Green N.V. held 51.709
per cent. of the Heineken Holding N.V. shares. The Heineken family holds
88.67 per cent. of L'Arche Green N.V. The remaining 11.33 per cent. of
L'Arche Green N.V. is held by the Hoyer family.
B.17
Credit ratings
The Issuer has long-term credit ratings of Baa1 by Moody's Investors
Service Ltd ("Moody's") and BBB+ by Standard & Poor's Credit Market


1
Based on Canadean, Global Brewer Analyser report (September 2014 edition)
8


Services France SAS ("Standard & Poor's") as at the date of the Base
Prospectus.
Each of Moody's and Standard & Poor's is established in the European
Union and is registered under Regulation (EC) No. 1060/2009 (as
amended) (the "CRA Regulation"). As such, each of Moody's and
Standard & Poor's is included in the list of credit rating agencies published
by the European Securities and Markets Authority on its website in
accordance with the CRA Regulation.
[The Notes [have been]/[are expected to be] rated [
] by [
]. 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.]
Section C ­ Securities
Element
Title
C.1
Description of type
The Notes described in this section are debt securities with a
and class of the
denomination of less than 100,000 (or its equivalent in any other
Notes, including any
security identification
currency). The Notes may be Fixed Rate Notes, Floating Rate Notes, Zero
number
Coupon Notes or a combination of the foregoing.
The Notes are [/U.S.$/£/CHF/SGD/JPY/[other]] [
] [[
] per
cent./Floating Rate/Zero Coupon] Notes due [
].
The International Securities Identification Number ("ISIN") is [
].
The Common Code is [
].
C.2
Currency of the
Subject to compliance with all applicable legal and/or regulatory and/or
Notes
central bank requirements, Notes may be issued in any currency agreed
between the Issuer and the relevant Dealer at the time of issue.
The currency of this Series of Notes is [Euro ("")/U.S. dollars
("U.S.$")/Pounds Sterling ("£")/Swiss Francs ("CHF")/Singapore dollars
("SGD")/Japanese Yen ("JPY")/ [other] ([
])].
C.5
Restrictions on the
Not Applicable. There are no restrictions on the free transferability of the
free transferability of
Notes.
the Notes
C.8
Description of the
Trust Deed: The Notes will be constituted by a trust deed (such trust deed
rights attached to the
as amended and/or supplemented and/or restated from time to time, the
Notes, including
ranking and
"Trust Deed") dated 12 March 2015 made between the Issuer and BNP
limitations to those
Paribas Trust Corporation UK Limited as trustee (the "Trustee") for the
rights
holders of the Notes. The Trustee will have certain rights as described
below and no Noteholder or holder of any interest coupon shall be entitled
to proceed directly against the Issuer unless the Trustee, having become
bound so to proceed, fails so to do within a reasonable period and the
failure shall be continuing.
9


Covenants:
Negative Pledge: The Notes have the benefit of a negative pledge
provision in respect of Relevant Debt of the Issuer and any subsidiary of
the Issuer or any guarantee of or indemnity in respect of any such
Relevant Debt.
"Relevant Debt" means any present or future indebtedness in the form of,
or represented by, bonds, notes, debentures, loan stock or other
securities which are for the time being, or are capable of being, quoted,
listed or ordinarily dealt in on any stock exchange or other securities
market.
The negative pledge shall not prohibit the creation of any Permitted
Security Interest.
Limitation on Subsidiary Indebtedness: The Issuer has covenanted not
to permit any of its subsidiaries, without the prior approval of the Trustee
or of an Extraordinary Resolution of the Noteholders, to incur any
Indebtedness, unless at the time of such incurrence the aggregate
principal amount of the Indebtedness to be incurred together with all other
Indebtedness of the Issuer's subsidiaries then outstanding (but
disregarding for this purpose any Indebtedness ("Due Indebtedness")
due to be repaid on the same day as such Indebtedness is to be incurred
provided that the Due Indebtedness is so repaid) does not exceed 35 per
cent. of Total Group Assets.
"Indebtedness" means, without double counting, any indebtedness
(which includes any obligations (whether incurred as principal or as
surety) for the payment or repayment of money, whether present or future,
actual or contingent) for or in respect of:
(a)
moneys borrowed;
(b)
any amount raised by acceptance under any acceptance credit
facility;
(c)
any amount raised pursuant to any note purchase facility or the
issue of bonds, notes, debentures, loan stock or any similar
instrument;
(d)
the amount of any liability in respect of any lease or hire purchase
contract which would, in accordance with applicable generally
accepted accounting principles, be treated as a finance or capital
lease;
(e)
the amount payable for the redemption of any redeemable shares
in the issued share capital of any subsidiary of the Issuer which
rank ahead of the ordinary (or equivalent) share capital of such
subsidiary and which are not directly or indirectly owned by the
Issuer; and
(f)
without double-counting in respect of any amount of any liability
which has already been included in any of paragraphs (a) to (e)
above, the amount of any liability in respect of any guarantee or
indemnity for any of the items referred to in paragraphs (a) to (e)
above,
subject to certain exclusions.
10


Document Outline