Obligation NIBC Banque 0.4% ( XS1878243895 ) en EUR

NIBC Banque

100 % ⇌

Pays-Bas

XS1878243895 ( en EUR )

0.4% par an ( paiement annuel )

14/09/2021 - Obligation échue

Prospectus brochure de l'obligation NIBC Bank XS1878243895 en EUR 0.4%, échue

100 000 EUR

20 000 000 EUR

NIBC Bank est une banque d'investissement européenne spécialisée dans les services bancaires de financement et de conseil aux entreprises, aux institutions et aux investisseurs institutionnels, opérant principalement aux Pays-Bas et en Europe occidentale.

L'Obligation émise par NIBC Banque ( Pays-Bas ) , en EUR, avec le code ISIN XS1878243895, paye un coupon de 0.4% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 14/09/2021

OFFERING CIRCULAR

(Incorporated with limited liability under the laws of The Netherlands and having its corporate seat in The Hague)
________________________________________________________________
Euro 20,000,000,000
Programme for the Issuance of Debt Instruments
_________________________________________________________________
Under this Programme for the Issuance of debt instruments (the "Programme"), NIBC Bank N.V. (the "Issuer") may from
time to time issue one or more Tranches (as defined herein) of (i) senior preferred notes (the "Senior Preferred Notes"), (ii)
senior non-preferred notes ("Senior Non-Preferred Notes") and (iii) subordinated notes ("Subordinated Notes" and together
with the Senior Preferred Notes and the Senior Non-Preferred Notes, the "Notes"). The maximum aggregate nominal amount
of all Notes from time to time outstanding under the Programme will not exceed Euro 20,000,000,000.
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 and may not be offered,
sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (within the meaning of 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 and applicable state securities laws.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic
Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC
("IMD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II;
or (iii) not a qualified investor as defined in the Prospectus Directive. Consequently no key information document required by
Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
In connection with the Programme, the Issuer has prepared this Offering Circular for approval as a base prospectus by the
Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten, the "AFM").
Application has been made to Euronext Amsterdam N.V. for the Notes issued under the Programme during the period of 12
months from the date of this Offering Circular to be admitted to listing and trading on Euronext in Amsterdam, the regulated
market of Euronext Amsterdam N.V. ("Euronext Amsterdam"). Euronext Amsterdam is a regulated market for the purposes
of MiFID II.
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 on a regulated market for the purposes of MiFID II in
the European Economic Area or otherwise (the "Unlisted Notes") or to be admitted to listing, trading and/or quotation by the
listing authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer.
Any person (an "Investor") intending to acquire or acquiring any securities from an offeror (an "Offeror") will do so,
and offers and sales of the securities to an Investor by an Offeror will be made, in accordance with any terms of other
arrangements in place between such Offeror and such Investor including as to price, allocations and settlement
arrangements. The Issuer will not be a party to any such arrangements with Investors (other than Dealers) in
connection with the offer or sale of the securities and, accordingly, neither this Offering Circular nor any Final Terms
will contain such information and an Investor must obtain such information from the Offeror. Such information will
be provided at the time of any sub-offers.
An investment in Notes issued under the Programme involves certain risks. A section containing "Risk Factors" has
been included in the Offering Circular (please see pages 6 to 38 of the Offering Circular).
References in this Offering Circular to "Passported Countries" shall mean the European Economic Area Member State(s)
whose competent authorities have received from the AFM (i) a copy of the Offering Circular and (ii) a certificate of approval
pursuant to Article 18 of the Prospectus Directive (as defined herein) attesting that the Offering Circular has been drawn up
in accordance with the Prospectus Directive.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and
any other terms and conditions not contained herein which are applicable to each Tranche (as defined under "Terms and
Conditions of the Notes") of Notes will be set out in a Final Terms document (the "Final Terms") (or, in the case of Unlisted
Notes, a pricing supplement (the "Pricing Supplement") issued by the Issuer) which, in respect of Notes to be listed on
Euronext Amsterdam, will be delivered to the AFM and Euronext Amsterdam, on or before the date of issue of the Notes of
such Tranche.
BENCHMARK REGULATION Interest and/or other amounts payable under the Notes may be calculated by reference to
certain reference rates. Any such reference rate may constitute a benchmark for the purposes of Regulation (EU) 2016/1011
(the "Benchmark Regulation"). If any such reference rate does constitute such a benchmark, the Final Terms (or, in the case
of Unlisted Notes, a Pricing Supplement) will indicate whether or not the benchmark is provided by an administrator included
in the register of administrators and benchmarks established and maintained by the European Securities and Markets Authority
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("ESMA") pursuant to Article 36 (Register of administrators and benchmarks) of the Benchmark Regulation. Transitional
provisions in the Benchmark Regulation may have the result that the administrator of a particular benchmark is not required
to appear in the register of administrators and benchmarks at the date of the Final Terms (or, in the case of Unlisted Notes, the
Pricing Supplement). The registration status of any administrator under the Benchmark Regulation is a matter of public record
and, save where required by applicable law, the Issuer does not intend to update the Final Terms (or, in the case of Unlisted
Notes, the Pricing Supplement) to reflect any change in the registration status of the administrator.

Amounts payable under the Notes may, inter alia, be calculated by reference to the London inter-bank offered rate ("LIBOR"),
which is provided by ICE Benchmark Administration Limited and the Euro inter-bank offered rate ("EURIBOR") which is
provided by the European Money Markets Institute. As at the date of this Base Prospectus, the European Money Markets
Institute does not appear on the register of administrators and benchmarks established and maintained by ESMA pursuant to
Article 36 of the Benchmark Regulation. As far as the Issuer is aware, the transitional provisions in Article 51 of the
Benchmark Regulation apply, such that the European Money Markets Institute is not currently required to obtain
authorisation/registration (or, if located outside the European Union, recognition, endorsement or equivalence). As at the date
of this Base Prospectus, ICE Benchmark Administration Limited appears on the register of administrators and benchmarks
established and maintained by ESMA pursuant to Article 36 of the Benchmarks Regulation.

MIFID II product governance / target market The Final Terms (or, in the case of Unlisted Notes, the Pricing Supplement)
in respect of any Notes will include a legend entitled "MiFID II Product Governance" which will outline the target market
assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently
offering, selling or recommending the Notes (a "distributor") should take into consideration the target market assessment;
however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the
Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance rules
under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer subscribing for any Notes
is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective
affiliates will be a manufacturer for the purpose of the MIFID Product Governance Rules.

Arranger

MORGAN STANLEY

Dealers
ABN AMRO BANK N.V.
BOFA MERRILL LYNCH
CITIGROUP
COMMERZBANK
CREDIT SUISSE
DEUTSCHE BANK
GOLDMAN SACHS INTERNATIONAL
ING
J.P. MORGAN
LANDESBANK BADEN-WÜRTTEMBERG
MORGAN STANLEY
NATWEST MARKETS
NIBC BANK
UBS INVESTMENT BANK
SOCIÉTÉ GÉNÉRALE CORPORATE &

INVESTMENT BANKING

The date of this Offering Circular is 26 June 2018
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CONTENTS

Page
IMPORTANT NOTICES ............................................................................................................................. 1
RISK FACTORS .......................................................................................................................................... 6
OVERVIEW OF THE PROGRAMME ..................................................................................................... 39
SPECIAL NOTICE REGARDING FORWARD-LOOKING STATEMENTS ......................................... 47
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................. 48
FORMS OF THE NOTES .......................................................................................................................... 49
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............... 55
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 58
APPLICABLE FINAL TERMS TO THE NOTES .................................................................................. 114
FORM OF PRICING SUPPLEMENT ..................................................................................................... 135
USE OF PROCEEDS ............................................................................................................................... 156
BUSINESS DESCRIPTION OF NIBC BANK N.V. ............................................................................... 157
SUPERVISION AND REGULATION .................................................................................................... 161
TAXATION ............................................................................................................................................. 166
SUBSCRIPTION AND SALE ................................................................................................................. 170
TRANSFER RESTRICTIONS ................................................................................................................ 178
GENERAL INFORMATION .................................................................................................................. 181
INDEX OF DEFINED TERMS ............................................................................................................... 184
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IMPORTANT NOTICES
This Offering Circular together with all documents which are deemed to be incorporated herein by reference
(see "Documents incorporated by reference") constitutes a base prospectus for the purposes of Article 5.4
of the Prospectus Directive. References in this Offering Circular to the "Prospectus Directive" are to
Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and include any relevant
implementing measure in the Relevant Member State, and references to "Relevant Member State" are to
each Member State of the European Economic Area which has implemented the Prospectus Directive.
The Issuer (the "Responsible Person") accepts responsibility for the information contained in this Offering
Circular (including all documents incorporated by reference herein) and any Final Terms (as defined
below). To the best of the knowledge of the Issuer (which has taken all reasonable care to ensure that such
is the case), the information contained in this Offering Circular is in accordance with the facts and does not
omit anything likely to affect the import of such information.
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 contemplated by a document specific to such Tranche called
final terms (the "Final Terms") (or, in the case of Unlisted Notes, the relevant Pricing Supplement).
This Offering Circular must be read and construed together with any amendments or supplements hereto
and, in relation to any Tranche of Notes which is the subject of Final Terms or a Pricing Supplement, must
be read and construed together with the relevant Final Terms or Pricing Supplement. Any text included in
this Offering Circular which is not in the English language is a direct and accurate translation of the
preceding English language text.
References in this Offering Circular to "Final Terms" shall, in the case of an issue of Unlisted Notes, be
read and construed as a reference to the applicable Pricing Supplement, unless the context otherwise
requires.
The Dealers have not independently verified all the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by any Dealer as to the accuracy or completeness of the information contained or incorporated in
this Offering Circular or any other information provided by the Issuer in connection with the Programme
or the Notes or their distribution. No Dealer accepts any liability in relation to the information contained or
incorporated by reference in this Offering Circular or any other information provided by the Issuer in
connection with the Programme or the Notes or their distribution. For the avoidance of doubt, nothing in
this paragraph affects the representations, responsibilities or undertakings of the Issuer as may be set out in
this Offering Circular.
No person is or has been authorised by the Issuer to give any information or to make any representation not
contained in or not consistent with this Offering Circular or any other information supplied in connection
with the Programme or the Notes or their distribution and, if given or made, such information or
representation must not be relied upon as having been authorised by the Issuer or any Dealer.
Neither this Offering Circular nor any other information supplied in connection with the Programme or any
Note (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuer or any Dealer that any recipient of this Offering Circular or any other
information supplied in connection with the Programme or any Note should purchase any Note. Each
Investor contemplating purchasing any Notes should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Investors should
not construe the contents of this Offering Circular as legal, business, financial or tax advice and should
consult its own attorney, business advisor, financial advisor or tax advisor and make its own assessment of
the risks involved. Neither this Offering Circular nor any other information supplied in connection with the
Programme or the issue of any Notes constitutes an offer or invitation by or on behalf of the Issuer or any
Dealer to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuer is correct at any time
subsequent to the date hereof or that any other information supplied in connection with the Programme is
correct as of any time subsequent to the date indicated in the document containing the same. The Dealers
expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the
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Programme or to advise any Investor in the Notes of any information coming to their attention. Investors
should review, among other things, the most recently published documents incorporated by reference into,
and any supplements to, this Offering Circular when deciding whether or not to purchase any Notes.
This Offering Circular does not and any Final Terms do not constitute an offer to sell or the solicitation of
an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or
solicitation in such jurisdiction. The Notes have not been and will not be registered under the Securities Act
and are subject to U.S. tax law requirements. The distribution of this Offering Circular and the offer or sale
of Notes may be restricted by law in certain jurisdictions. The Issuer and the Dealers do not represent that
this Offering Circular may be lawfully distributed, or that any Notes may be lawfully offered, in compliance
with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption
available thereunder, or assume any responsibility for facilitating any such distribution or offering. In
particular, no action has been taken by the Issuer or any Dealer which is intended to permit a public offering
of any Notes or distribution of this document in any jurisdiction where action for that purpose is required.
Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Offering Circular nor
any advertisement or other offering material may be distributed or published in any jurisdiction, except
under circumstances that will result in compliance with any applicable laws and regulations. Persons into
whose possession this Offering Circular or any Notes may come must inform themselves about, and
observe, any such restrictions on the distribution of this Offering Circular and the offering and sale of Notes
(see "Subscription and Sale" and "Transfer Restrictions" below).
In the case of any Notes which are to be admitted to trading on Euronext Amsterdam or any other regulated
market within the European Economic Area or offered to the public in a Member State of the European
Economic Area in circumstances which require the publication of a prospectus under the Prospectus
Directive, the minimum specified denomination shall be 100,000 (or its equivalent in any other currency
as at the date of issue of the Notes).
THE NOTES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES TO NON-U.S.
PERSONS WITHIN THE MEANING OF REGULATION S IN RELIANCE ON REGULATION S AND
WITHIN THE UNITED STATES TO "QUALIFIED INSTITUTIONAL BUYERS" ("QIBS") AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"). PROSPECTIVE
PURCHASERS ARE HEREBY NOTIFIED THAT SELLERS OF THE NOTES MAY BE RELYING ON
THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A. FOR A DESCRIPTION OF THESE AND CERTAIN FURTHER
RESTRICTIONS SEE "SUBSCRIPTION AND SALE" AND "TRANSFER RESTRICTIONS".
THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), ANY STATE SECURITIES
COMMISSION OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES.
NEITHER THE SEC NOR ANY OF THE FOREGOING AUTHORITIES HAVE PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL CRIMINAL OFFENSE IN THE UNITED STATES.
This Prospectus may be distributed on a confidential basis in the United States only to QIBs solely in
connection with the consideration of the purchase of the Notes being offered hereby. Its use for any other
purpose in the United States is not authorised. It may not be copied or reproduced in whole or in part nor
may it be distributed or any of its contents disclosed to anyone other than the prospective Investors to whom
it is originally submitted.
Registered Notes may be offered or sold within the United States only to QIBs in transactions exempt from
the registration requirements under the Securities Act. Each U.S. purchaser of Registered Notes is hereby
notified that the offer and sale of any Registered Notes to it may be made in reliance upon the exemption
from the registration requirements of the Securities Act provided by Rule 144A.
Each purchaser or holder of Notes represented by a Rule 144A Global Note or any Notes issued in registered
form in exchange or substitution therefor (together "Restricted Notes") will be deemed, by its acceptance
or purchase of any such Restricted Notes, to have made certain representations and agreements intended to
restrict the resale or other transfer of such Notes as set out in "Subscription and Sale" and "Transfer
Restrictions". Unless otherwise stated, terms used in this paragraph have the meanings given to them in
"Form of the Notes".
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AVAILABLE INFORMATION UNDER RULE 144A
For so long as any of the Notes are "restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act, the Issuer will, during any period in which it is not subject to Section 13 or Section 15(d)
under the U.S. Securities Exchange Act of 1934, as amended, (the "Exchange Act"), nor exempt from
reporting under the Exchange Act pursuant to Rule 12g3-2(b) thereunder, make available to any holder or
beneficial owner of a Note, or to any prospective purchaser of a Note designated by such holder or beneficial
owner, the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Securities
Act upon the request of such holder or beneficial owner.
RATINGS
The rating of certain Tranches of Notes to be issued under the Programme and the credit rating agency
issuing such ratings may be specified in the applicable Final Terms. The Issuer cannot assure Investors that
any such ratings will not change in the future. A rating reflects only the views of the relevant rating agency
and is not a recommendation to buy, sell or hold the Notes and may be subject to suspension, reduction or
withdrawal at any time by the assigning rating agency.
The Issuer has long- and short- term counterparty credit rating of BBB/A-2 issued by Standard & Poor's
Credit Market Services Europe Limited ("Standard & Poor's") and long- and short- term issuer default
rating of BBB/F3 issued by Fitch Ratings Limited ("Fitch"). Standard & Poor's and Fitch are established
in the European Union (the "EU") and are registered under the Regulation (EU) No 1060/2009 of the
European Parliament and of the Council of 16 September 2009 on credit rating agencies (as amended) (the
"CRA Regulation"). As such, Standard & Poor's and Fitch are 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.
STABILISATION
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 or effect transactions with a view to supporting the market price of the Notes of the Series (as
defined below) of which such Tranche forms part at a level higher than that which might otherwise prevail.
However, stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date
on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and,
if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue date of
the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes.
Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or
persons acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.
INVESTOR SUITABILITY
Each prospective Investor must determine, based on its own independent review and such professional tax
and accounting advice as it deems appropriate under the circumstances, that its acquisition and holding of
the Notes issued under the Programme is fully consistent with its financial needs, objectives and conditions,
and complies and is fully consistent with, all investment policies, guidelines and restrictions applicable to
it. None of the Issuer or the Dealers acts as an investment adviser, or assumes any fiduciary obligation, to
any prospective purchaser of the Notes.
In making an investment decision, Investors must rely on their own examination of the Issuer and the terms
of the Notes being offered, including the merits and risks involved. It is advisable that Investors consult
their own financial, legal, accounting and tax advisers about the risks associated with an investment in
Notes issued under the Programme, the appropriate tools to analyse that investment, and the suitability of
the investment in each Investor's particular circumstances. No Investor should purchase Notes issued under
the Programme unless that Investor understands and has sufficient financial resources to bear the price,
market liquidity, structure and other risks associated with an investment in these Notes (including, but not
limited to, any political, economic and other factors which could affect the value of, and return on, the
Notes). In particular, but without prejudice to the generality of the above paragraph, prospective Investors
should note that an investment in the Notes is only suitable for Investors who:
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(i)
are capable of bearing the economic risk of an investment in the Notes for an indefinite period of
time;
(ii)
are acquiring the Notes for their own account for investment, not with a view to resale, distribution
or other disposition of the Notes (subject to any applicable law requiring that the disposition of the
Investor's property be within its control); and
(iii)
who will recognise that it may not be possible to make any transfer of the Notes for a substantial
period of time, if at all.
Understanding and appropriateness of the investment
Each Investor (a) should be financially able to bear such risks; (b) in making such investment shall not rely
on any advice or recommendations of or any information, representation or warranty provided by each
Dealer, the Issuer or any of their respective representatives (other than the information contained in, or
incorporated by reference into, this Offering Circular); (c) recognise that it may not be possible to make
any transfer of the Notes for a substantial period of time; and (d) should seek advice from such advisers as
such Investor considers necessary and appropriate, to enable such Investor to make its own independent
decision with regard to the suitability and appropriateness of the Notes as an investment for its own account.
Each Investor should be capable of assessing and independently deciding, and should have assessed and
independently decided, to assume the risks of an investment in the Notes. Each Investor in the Notes should
consider the tax consequences of investing in the Notes. None of the Issuer, the Dealers or any of their
respective representatives makes any representation and has given, nor will give, any advice concerning
the appropriate accounting treatment or possible tax consequences of purchasing the Notes. Each Investor
should consult its own financial, tax, accounting and legal advisers about risks associated with an
investment in the Notes and the suitability of investing in such Notes in light of the Investor's particular
circumstances.
Any information communicated (in any manner) to Investors by the Issuer or the Dealers should not be
relied upon as investment advice or as a recommendation to invest in the Notes, which shall include,
amongst other things, any such information, explanations or discussions concerning the terms and
conditions of the Notes, or related features. Investment in the Notes should comply, and be fully consistent,
with all investment policies, guidelines and restrictions applicable to an Investor. It is the responsibility of
each Investor to ensure that it is compliant with all regulations relevant to its acquisition of the Notes and
that it is lawful for it to enter into such investment. Any information communicated (in any manner) to
Investors by the Issuer or the Dealers should not be relied upon, nor shall such information be deemed to
be an assurance or guarantee, as to the expected results of an investment in the Notes. Each Investor should
be aware that any return on the Notes may not exceed or even equal the return that might have been achieved
had the amount of its initial investment been placed on deposit for the same period. Each Investor should
be aware that none of the Issuer or the Dealers is acting as a fiduciary or trustee for, or as an adviser to the
Investor with regard to the investment in the Notes.
This Offering Circular identifies in a general way, some of the information that a prospective Investor
should consider prior to making an investment in the Notes. However, this Offering Circular does not
purport to provide all of the information or the comprehensive analysis necessary to evaluate the economic
and other consequences of investing in the Notes. Therefore, a prospective Investor should conduct its own
thorough analysis (including its own financial, accounting, legal and tax analysis) prior to deciding whether
to invest in the Notes. This Offering Circular is not, and does not purport to be, investment advice. The
applicable Final Terms may contain additional information that a prospective Investor should consider prior
to making an investment in the Notes.
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LEGAL INVESTMENT CONSIDERATIONS
Investors should consult their own legal advisers in determining whether and to what extent the Notes
constitute legal investments for such Investors and whether and to what extent the Notes can be used as
collateral for various types of borrowings. In addition, financial institutions should consult their legal
advisers or regulators in determining the appropriate treatment of the Notes under any applicable risk-based
capital or similar rules. Investors whose investment activities are subject to investment laws and regulations
or to review or regulation by certain authorities may be subject to restrictions on investments in certain
types of debt securities, which may include the Notes. Investors should review and consider such
restrictions prior to investing in the Notes.
The Notes may involve substantial risks, it is the responsibility of prospective purchasers to ensure that
they have sufficient knowledge, experience and professional advice necessary to make their own legal,
financial, tax, accounting and other business evaluation of the merits and risks of investing in the Notes
without relying on the Issuer, the Dealers or any officers or employees of the Issuer or the Dealers in that
regard. Prospective Investors should ensure that they understand the nature of the relevant Notes and the
extent of their exposure to risks and that they consider the suitability of the relevant Notes as an investment
in the light of their own circumstances and financial condition. Prospective Investors should consider the
suitability of the Notes as an investment in light of their own circumstances, investment objectives, tax
position and financial condition. Some or all of the risks highlighted in "Risk Factors" could adversely
affect the trading price of the Notes or the rights of Investors under the Notes and, as a result, Investors
could lose some or all of their investment.
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RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under Notes issued
under the Programme. 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.
In addition, factors which are material for the purpose of assessing the market risks associated with Notes
issued under the Programme are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in
Notes issued under the Programme, but the inability of the Issuer to pay interest, principal or other amounts
on or in connection with any Notes may occur for other reasons and the Issuer does not represent that the
statements below regarding the risks of holding any Notes are exhaustive. Additional risks and
uncertainties not presently known to the Issuer or that the Issuer currently believes to be immaterial could
also have a material impact on its business operations. Prospective Investors should also read the detailed
information set out elsewhere in this Offering Circular and reach their own views prior to making any
investment decision.
Terms used in this section and not otherwise defined shall have the meanings given to them in "Terms and
Conditions of the Notes".
Factors that may affect the Issuer's ability to fulfil its obligations under Notes issued under the
Programme
The Issuer's revenues and earnings are affected by the volatility and strength of the economic, business
and capital markets environments specific to the geographic regions in which it conducts business. The
ongoing turbulence and volatility of such factors have affected, and may continue to (adversely) affect,
the profitability and solvency of the Issuer.
Factors such as interest rates, securities prices, credit spreads, liquidity spreads, exchange rates, consumer
spending, changes in client behaviour, business investment, real estate and private equity valuations,
government spending, inflation, the volatility and strength of the capital markets, political events and trends,
and terrorism all impact the business and economic environment and, ultimately, its solvency, liquidity and
the amount and profitability of business the Issuer conducts in a specific geographic region. In an economic
downturn characterised by higher unemployment, lower family income, lower corporate earnings, higher
corporate and private debt defaults, lower business investments, and lower consumer spending, the demand
for banking products is usually adversely affected and the Issuer's reserves and provisions typically would
increase, resulting in overall lower earnings. Securities prices, real estate values and private equity
valuations may also be adversely impacted, and any such losses would be realised through profit and loss
and shareholders' equity. The Issuer also offers a number of financial products that expose it to risks
associated with fluctuations in interest rates, securities prices, corporate and private default rates, the value
of real estate assets, exchange rates and credit spreads. See also "Interest rate volatility and other interest
rate changes may adversely affect the Issuer's profitability", "Continued turbulence and volatility in the
financial markets and economy generally have affected the Issuer, and may continue to do so", and "Market
conditions observed over the past few years may increase the risk of loans being impaired. The Issuer is
exposed to declining values on the collateral supporting residential and commercial real estate, as well as
shipping and infrastructure lending" below.
In case one or more of the factors mentioned above adversely affects the profitability of the Issuer's business
this might also result, among other things, in the following:
·
reserve inadequacies which could ultimately be realised through profit and loss and shareholders'
equity;
·
the write down of tax assets impacting net results;
·
impairment expenses related to goodwill and other intangible assets, impacting net results; and/or
·
movements in risk weighted assets for the determination of required capital.
Shareholders' equity and the Issuer's net result may be significantly impacted by ongoing turbulence and
volatility in the worldwide financial markets and economy generally. Negative developments in financial
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markets and/or economies, and changes in the regulatory environment in which the Issuer operates, may
have a material adverse impact on shareholders' equity and net results in future periods, including as a result
of the potential consequences listed above. See "Continued turbulence and volatility in the financial
markets and economy generally have affected the Issuer, and may continue to do so" below.
Adverse capital and credit market conditions may impact the Issuer's ability to access liquidity and
capital, as well as the cost of credit and capital.
The capital and credit markets have been experiencing ongoing volatility and disruption. Adverse capital
market conditions may affect the availability and cost of borrowed funds, thereby impacting the Issuer's
ability to support or grow its businesses.
The Issuer needs liquidity in its day-to-day business activities to pay its operating expenses, interest on its
debt, dividends on its capital stock, to maintain its repo activities and to replace certain maturing liabilities.
Without sufficient liquidity, the Issuer may be forced to curtail its operations and its business may suffer.
The principal sources of its funding are client deposits, including from retail clients, and medium- and long-
term debt securities. Other sources of funding may also include a variety of short- and long-term
instruments, including repurchase agreements, commercial paper, medium- and long-term debt,
subordinated debt securities, securitised debt, capital securities and shareholders' equity.
In the event current resources do not satisfy its needs or need to be refinanced, the Issuer may need to seek
additional financing. The availability of additional financing will depend on a variety of factors such as
market conditions, the general availability of credit, the volume of trading activities, the volume of maturing
debt that needs to be refinanced, the overall availability of credit to the financial services industry, the
Issuer's credit ratings and credit capacity, as well as the possibility that customers or lenders could develop
a negative perception of its long- or short-term financial prospects. Similarly, the Issuer's access to funds
may be limited if regulatory authorities or rating agencies take negative actions against it. If the Issuer's
internal sources of liquidity prove to be insufficient, there is a risk that external funding sources might not
be available, or available at unfavourable terms.
Disruptions, uncertainty or volatility in the capital and credit markets, such as that experienced over the
past few years, including in relation to the ongoing European sovereign debt crisis, may also limit the
Issuer's access to capital required to operate its business. Such market conditions may in the future limit the
Issuer's ability to raise additional capital to support business growth, or to counter-balance the consequences
of losses or increased regulatory capital requirements. This could force the Issuer to (1) delay raising capital,
(2) reduce, cancel or postpone interest payments on its capital securities, (3) issue capital of different types
or under different terms than the Issuer would otherwise offer, or (4) incur a higher cost of capital than it
would in a more stable market environment. This would have the potential to decrease both the Issuer's
profitability and its financial flexibility. The Issuer's results of operations, financial condition, cash flows
and regulatory capital position could be materially adversely affected by disruptions in the financial
markets.
The Issuer is subject to the jurisdiction of a variety of banking regulatory bodies, some of which have
proposed regulatory changes that, if implemented, would hinder its ability to manage its liquidity in a
centralised manner. Furthermore, regulatory liquidity requirements in certain jurisdictions in which the
Issuer operates are generally becoming more stringent, including those forming part of the "Basel III"
requirements, discussed further below under "The Issuer operates in highly regulated industries. There
could be an adverse change or increase in the financial services laws and/or regulations governing its
business", undermining the Issuer's efforts to maintain centralised management of its liquidity. These
developments may cause trapped pools of liquidity, resulting in inefficiencies in the cost of managing the
Issuer's liquidity.
The default of a major market participant could disrupt the markets.
Within the financial services industry the severe distress or default of any one institution (including
sovereigns) could lead to defaults or severe distress by other institutions. Such distress or defaults could
disrupt securities markets or clearance and settlement systems in the Issuer's markets. This could cause
market declines or volatility. Because the commercial and financial soundness of many financial institutions
may be closely related as a result of their credit, trading, clearing or other relationships, a failure by one
such institution could lead to a chain of defaults that could adversely affect the Issuer and its contract
counterparties. Concerns about the creditworthiness of a sovereign or financial institution (or a default by
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