Obligation KommuneCredit 0% ( XS2308329783 ) en EUR

KommuneCredit

100 % ▲

Danemark

XS2308329783 ( en EUR )

03/03/2031 - Obligation échue

Prospectus brochure de l'obligation KommuneKredit XS2308329783 en EUR 0%, échue

100 000 EUR

1 000 000 000 EUR

KommuneKredit est une banque publique danoise qui fournit des financements et des services financiers aux municipalités et autres entités publiques danoises.

L'Obligation émise par KommuneCredit ( Danemark ) , en EUR, avec le code ISIN XS2308329783, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 03/03/2031

INFORMATION MEMORANDUM
(An association established pursuant to Act No. 35 of 19 March 1898 of The Kingdom of Denmark succeeded as of
1 January 2007 by Act no. 383 of 3 May 2006, as amended, of The Kingdom of Denmark)
EUR30,000,000,000
Euro Medium Term Note Programme
for the issue of Notes
due from one month to 40 years from the date of issue
KommuneKredit (the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue
Euro Medium Term Notes (the "Notes") denominated in such currencies as may be agreed with the Purchaser(s) (as defined below). The Notes
will have maturities from one month to 40 years from the date of issue (except as set out herein) and, subject as set out herein, the maximum
aggregate nominal amount of all Notes from time to time outstanding will not exceed EUR30,000,000,000 (or its equivalent in other currencies at
the time of agreement to issue, subject as further set out herein).
The Notes may be issued on a continuing basis to one or more of the Dealers specified on page 8 (each, a "Dealer" and together,
the "Dealers", which expressions shall include any additional Dealer appointed under this EUR30,000,000,000 Euro Medium Term Note
Programme (the "Programme") from time to time). Notes may also be issued directly by the Issuer to persons other than Dealers. Dealers and
such other persons are referred to as "Purchasers".
This Information Memorandum and any supplement hereto does not comprise a Prospectus for the purposes of Regulation (EU
2017/1129) (the "Prospectus Regulation") or Regulation (EU) 2017/1129 as it forms part of United Kingdom ("UK") domestic law by virtue of
the European Union (Withdrawal) Act 2018 (the "EUWA").
The Notes are securities which are in the manner set forth in the Articles of Association of KommuneKredit unconditionally and
irrevocably guaranteed by the members of KommuneKredit which comprise of kommuner (municipalities) and regioner (regions) of the EU
Member State Denmark and thus remain unaffected by the Prospectus Regulation.
Application has been made to the Luxembourg Stock Exchange for the Notes to be issued under the Programme to be admitted to
trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange for the
period of 12 months from the date of this Information Memorandum. The Luxembourg Stock Exchange's regulated market is a regulated market
for the purposes of Directive 2014/65/EU (as amended, "MiFID II"). This Information Memorandum constitutes an alleviated prospectus for the
purposes of Chapter 2, Part III of the Luxembourg law dated 16 July 2019 on Prospectuses for Securities. Unlisted Notes and Notes listed on
other or additional stock exchanges may also be issued under the Programme.
The Programme has been rated Aaa/P-1 by Moody's Investors Service (Nordics) AB ("Moody's") and AAA/A-1+ by S&P Global
Ratings Europe Limited ("S&P"). Each of Moody's and S&P is established in the European Economic Area ("EEA") or the UK and registered
under Regulation (EU) No 1060/2009, as amended (the "CRA Regulation"). Each of Moody's and S&P appears on the latest update of the list
of registered credit rating agencies (as of 4 January 2021) on the European Securities and Markets Authority ("ESMA") website at
https://www.esma.europa.eu/supervision/credit-rating-agencies/risk. Notes issued under the Programme may be rated or unrated. When a
tranche of Notes is rated, such rating will not necessarily be the same as the ratings assigned to the Programme. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to suspension cancellation, reduction or withdrawal at any time by the
assigning rating agency.
Arranger
Deutsche Bank
Dealers
BMO Capital Markets
BofA Securities
BNP PARIBAS
Citigroup
Daiwa Capital Markets Europe
Deutsche Bank
J.P. Morgan
KommuneKredit
RBC Capital Markets
Morgan Stanley
26 March 2021
(This Information Memorandum replaces the Information Memorandum dated 27 March 2020)
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The purpose of this Information Memorandum is to give information with regard to the Issuer
and the Notes. The Issuer has warranted to the Dealers that, inter alia, this Information Memorandum is
true and accurate in all material respects, does not contain any untrue statement of a material fact nor
omit to state any material fact known to the Issuer necessary to make the statements herein not
misleading and all reasonable enquiries have been made to ascertain such facts and to verify the
accuracy of all such statements. The Issuer accepts responsibility accordingly.
This Information Memorandum is to be read in conjunction with all the documents which are
deemed to be incorporated herein by reference (see "Documents Incorporated by Reference" on
page 6). This Information Memorandum shall be read and construed on the basis that such documents
are so incorporated and form part of this Information Memorandum.
The Dealers have not separately verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility is accepted
by the Dealers as to the accuracy or completeness of the financial information contained in this
Information Memorandum, or any other financial statements or any further information supplied in
connection with the Programme or the Notes. The Dealers accept no liability in relation to the financial
or other information contained in this Information Memorandum or any other financial statements or any
further information supplied in connection with the Programme or the Notes or their distribution. The
statements made in this paragraph are without prejudice to the responsibility of the Issuer under the
Programme.
No person is or has been authorised to give any information or to make any representation not
contained in or not consistent with this Information Memorandum or any other financial statements or
further information supplied in connection with the Programme or the Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer or by any
of the Dealers.
Neither this Information Memorandum nor any other financial statements nor any further
information supplied in connection with the Programme or the Notes are intended to provide the basis
of any credit or other evaluation and should not be considered as a recommendation by the Issuer or
any of the Dealers that any recipient of this Information Memorandum or any other financial statements
or any further information supplied in connection with the Programme or the Notes should purchase any
of the Notes. Each investor contemplating purchasing Notes should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the
Issuer. None of this Information Memorandum, any other financial statements or any further information
supplied in connection with the Programme or the Notes constitute an offer or invitation by or on behalf
of the Issuer, the Dealers or any of them to any person to subscribe for or to purchase any of the Notes.
The delivery of this Information Memorandum does not at any time imply that the information
contained herein concerning the Issuer is correct at any time subsequent to the date hereof or that any
other financial statements or any further information supplied in connection with the Programme or the
Notes 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 or any of
its subsidiaries during the life of the Programme.
Investors should review, inter alia, the most recent financial statements of the Issuer when
deciding whether or not to purchase any of the Notes.
Singapore SFA Product Classification: In connection with Section 309B of the Securities and
Futures Act (Chapter 289) of Singapore (the "SFA") and the Securities and Futures (Capital Markets
Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), unless otherwise specified
before an offer of Notes, the Issuer has determined, and hereby notifies all relevant persons (as defined
in Section 309A(1) of the SFA), that the Notes are `prescribed capital markets products' (as defined in
the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12:
Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on
Investment Products).
The Issuer and the Dealers do not represent that this document may be lawfully distributed, or
that the Notes may be lawfully offered, in compliance with any applicable registration or other
requirements in any 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
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the Issuer or the Dealers which would permit a public offering of the Notes or distribution of this
document in any jurisdiction where action for that purpose is required. Accordingly, the Notes may not
be offered or sold, directly or indirectly, and neither this Information Memorandum 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 and the
Dealers have represented that all offers and sales by them will be made on the same terms.
The distribution of this Information Memorandum and the offer or sale of the Notes may be
restricted by law in certain jurisdictions. Persons into whose possession this Information Memorandum
or any Notes come must inform themselves about, and observe, any such restrictions. In particular,
there are restrictions on the distribution of this Information Memorandum and/or the offer or sale of the
Notes in the United States, the United Kingdom, Japan, Hong Kong, France, Belgium and Canada (see
"Subscription and Sale" on page 73).
Amounts payable under the Notes may be calculated by reference to LIBOR or EURIBOR (each
as defined below). As at the date of this Information Memorandum, the administrator of LIBOR and the
administrator of EURIBOR each appear on the register of administrators and benchmarks established
and maintained by the European Securities and Markets Authority ("ESMA") pursuant to Article 36 of the
Benchmarks Regulation (Regulation (EU) 2016/1011) (the "EU Benchmarks Regulation") and the register
of administrators and benchmarks established and maintained by the UK Financial Conduct Authority
(the "FCA") pursuant to Regulation (EU) 2016/1011 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("EUWA") (the "UK Benchmarks Regulation"). As far as the
Issuer is aware, the transitional provisions in Article 51 of the Benchmarks Regulation apply, such that
administrators are not currently required to obtain authorisation or registration (or, if located outside the
European Union, recognition, endorsement or equivalence).
MiFID II product governance / target market. The Final Terms in respect of any Notes may
include a legend entitled "MiFID II / UK MiFIR 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 Directive 2014/65/EU (as
amended, "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 Delegate 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 Issuer, the Arranger nor the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the MiFID Product Governance Rules.
UK MiFIR product governance / target market The Final Terms may include a legend entitled
"MiFID II / UK MiFIR 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 "UK distributor") should take into consideration the
target market assessment; however, a UK distributor subject to the FCA Handbook Product Intervention
and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") 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 UK
MiFIR 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 UK MIFIR Product Governance Rules.
EU PRIIPs / UK PRIIPs As the Notes are securities which are, in the manner set forth in the
Articles of Association of KommuneKredit, unconditionally and irrevocably guaranteed by the members
of KommuneKredit which comprise of kommuner (municipalities) and regioner (regions) of the EU
Member State Denmark, Regulation (EU) 1286/2014 (as amended, the "EU PRIIPs Regulation") and
Regulation (EU) 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs
Regulation") will not apply to any Notes issued under the Programme. Accordingly, the Issuer will not
prepare a key information document (within the meaning of the EU PRIIPs Regulation and/or the UK
PRIIPs Regulation, as applicable) in respect of any Notes issued under the Programme.
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The Notes have not been and will not be registered under the United States Securities Act of
1933, as amended, and include Notes in bearer form that are subject to U.S. tax law requirements.
Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to
U.S. persons (see "Subscription and Sale" on page 73).
In this Information Memorandum, references to "DKK" and "Kroner" are to Danish kroner,
references to "" or "EUR" are to euro, references to "$", "U.S.$" and "U.S. dollars" are to United States
dollars, references to "£" and "Sterling" are to pounds Sterling and references to "yen" are to Japanese
yen.
In connection with the issue of any Tranche (as defined on page 36) of Notes, the Dealer or
Dealers (if any) named as Stabilising Manager(s) (or persons acting on behalf of any Stabilising
Manager(s)) in the relevant Final Terms (as defined on page 7) 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. However, there is no assurance that the Stabilising Manager(s) (or persons
acting on behalf of any Stabilising Manager(s)) will undertake stabilisation action. Any stabilising action
may begin on or after the date on which adequate public disclosure of the final 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 shall be
conducted by the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in
accordance with all applicable laws and rules.
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TABLE OF CONTENTS
Clause
Page No
DOCUMENTS INCORPORATED BY REFERENCE ................................................................. 6
DESCRIPTION OF THE PROGRAMME .................................................................................... 7
SUMMARY OF TERMS AND CONDITIONS OF THE PROGRAMME AND THE NOTES ....... 8
INVESTOR CONSIDERATIONS .............................................................................................. 13
FORM OF THE NOTES ........................................................................................................... 21
TERMS AND CONDITIONS OF THE NOTES ......................................................................... 36
USE OF PROCEEDS ............................................................................................................... 62
KOMMUNEKREDIT .................................................................................................................. 63
SUBSCRIPTION AND SALE .................................................................................................... 73
GENERAL INFORMATION ...................................................................................................... 78
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DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this
Information Memorandum:
(1)
the published annual report for 2020 (which includes audited financial statements)
and, if published, the interim consolidated statement (which shall not be audited) of
the Issuer from time to time; and
(2)
all supplements to this Information Memorandum circulated by the Issuer from time
to time in accordance with the undertaking described below given by it in the
Programme Agreement (as defined in "Subscription and Sale" on page 73);
save that any statement contained herein or in a document all or the relative portion of which
is incorporated by reference herein shall be deemed to be modified or superseded for the purpose of
this Information Memorandum to the extent that a statement contained in any such subsequent
document all or the relative portion of which is or is deemed to be incorporated by reference herein
modifies or supersedes such earlier statement.
The Issuer will provide, without charge, to each person to whom a copy of this Information
Memorandum has been delivered, upon the oral or written request of any such person, a copy of any
or all of the documents which, or portions of which, are incorporated herein by reference. Written or
oral requests for such documents should be directed to the Issuer at its registered office set out at
the end of this Information Memorandum. In addition, such documents will be available, free of
charge, from the principal office in Luxembourg of Banque Internationale à Luxembourg S.A. in its
capacity as listing agent or such other listing agent as may be appointed from time to time (the
"Listing Agent") for the Listed Notes (as defined below).
The Issuer has given an undertaking in connection with the listing of the Notes on the
Luxembourg Stock Exchange to the effect that after the submission of this Information Memorandum
to the Luxembourg Stock Exchange and during the duration of the Programme it shall publish an
amendment, supplement or a new Information Memorandum as may be required by the rules of the
Luxembourg Stock Exchange in the event of any material adverse changes in the business, financial
condition or otherwise, of the Issuer and its subsidiaries set out in this Information Memorandum and
shall promptly supply to each Dealer and the Luxembourg Stock Exchange such number of copies of
the amendment, supplement or new Information Memorandum (as the case may be) as such Dealer
or the Luxembourg Stock Exchange may reasonably request.
The documents incorporated by reference are available for viewing at www.bourse.lu.
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DESCRIPTION OF THE PROGRAMME
The Issuer, subject to compliance with all relevant laws, regulations and directives, may, from time to
time, issue Notes denominated in such currencies as may be agreed with the relevant Purchaser(s).
The issue price, issue date, maturity date, nominal amount, interest rate (if any) applicable to a Note
and any other relevant provisions of such Note will be agreed between the Issuer and the relevant
Purchaser(s) at the time of agreement to issue and will be specified in the Final Terms (the "Final
Terms"), as more fully described under "Form of the Notes" which, with respect to each Tranche (as
defined on page 36) of Notes which is to be admitted to trading on the Luxembourg Stock
Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange
(the "Listed Notes"), will be delivered to the EU regulated market of the Luxembourg Stock Exchange
on or before the date of issue of such Tranche.
Subject as set out herein, this Information Memorandum and any supplement hereto will only be valid
for listing Notes if the aggregate of the principal amount of those Notes and all Notes outstanding as
at the date of issue of those Notes did not exceed EUR30,000,000,000 (or its equivalent in the other
currencies specified herein) outstanding at any one time, calculated by reference to the Exchange
Rate prevailing at the Agreement Date (each as defined below) and otherwise on the basis specified
in "Form of the Notes". For the purpose of calculating the euro equivalent of the nominal amount of
Notes outstanding under the Programme from time to time, the euro equivalent of Notes
denominated in another Specified Currency (as defined under "Form of the Notes") shall be
determined as of the date of agreement to issue such Notes (the "Agreement Date") on the basis of
the Exchange Rate on such date. As used herein, the "Exchange Rate" against the euro for any
currency means the spot rate for the sale of the euro against the purchase of such currency in the
London foreign exchange market as quoted by any leading bank selected by the Issuer on the
Agreement Date.
The euro equivalent of Dual Currency Notes, Indexed Notes, Zero Coupon Notes or other Notes
issued at a discount or a premium shall be calculated in the manner specified above by reference to
the original nominal amount of any particular issue. The nominal amount of Partly Paid Notes will be
taken into account regardless of the amount of the subscription price paid.
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SUMMARY OF TERMS AND CONDITIONS OF THE PROGRAMME AND THE NOTES
The following summary does not purport to be complete and is taken from, and is qualified in its
entirety by, the remainder of this Information Memorandum and, in relation to the terms and
conditions of any particular Tranche of Notes, the applicable Final Terms. Words and expressions
defined or used in "Form of the Notes" and "Terms and Conditions of the Notes" shall have the same
meaning in this summary:
Issuer:
KommuneKredit
LEI:
529900D8QLTZ6PRLJL76
Arranger:
Deutsche Bank Aktiengesellschaft
Dealers:
Bank of Montreal, London Branch
BNP Paribas
BofA Securities Europe SA
Citigroup Global Markets Europe AG
Citigroup Global Markets Limited
Daiwa Capital Markets Europe Limited
Deutsche Bank Aktiengesellschaft
J.P. Morgan AG
KommuneKredit
Morgan Stanley & Co. International plc
RBC Europe Limited
Issuing and Principal
Citibank, N.A. London Branch
Paying Agent and
Agent Bank:
VP Agent:
KommuneKredit
Amount:
Up to EUR30,000,000,000 (or its equivalent in other currencies
calculated on the Agreement Date) outstanding at any one time. Under
the Programme the nominal amount of Notes outstanding may be
increased, subject to the satisfaction of certain conditions.
Description:
Continuously offered Euro Medium Term Note Programme.
Currencies:
Australian dollars, Canadian dollars, Danish kroner, euro, Hong Kong
dollars, Japanese yen, New Zealand dollars, Sterling, Swedish kronor,
Swiss francs and U. S. dollars and such other currency or currencies,
subject to compliance with all relevant laws, regulations and directives,
as may be agreed between the Issuer and the relevant Purchaser(s).
Maturities:
Any maturity between one month and 40 years. Notes issued under the
Programme will not have a minimum maturity which is less than the
minimum maturity, or a maximum maturity which is more than the
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maximum maturity which may be allowed or required from time to time
by the relevant central bank (or equivalent body (however called)) or
any laws or regulations applicable to the relevant currency or
currencies.
Redenomination:
If the Specified Currency of an issue of Notes is a currency of one of
the member states of the European Union which has not adopted the
euro, the Issuer may specify in the applicable Final Terms that such
Notes will include redenomination provisions for the redenomination of
the Specified Currency to euro, and if so specified, the wording of the
redenomination provisions will be set out in full in the applicable Final
Terms.
Issue Price:
Notes may be issued at par or at a discount to, or premium over, par
and either on a fully paid or partly paid basis.
Form of Notes:
The Notes will be issued (i) in bearer form, which may be in new global
note ("NGN") form or (ii) in uncertificated and dematerialised book-entry
form (the "VP Notes") cleared through VP Securities A/S, the Danish
central securities depository ("VP"), as described in "Form of the Notes"
below.
VP Notes will not be evidenced by any physical note or document of
title. Entitlements to VP Notes will be evidenced by the crediting of VP
Notes to accounts with VP.
Fixed Rate Notes:
Fixed rate interest will be payable in arrear (unless otherwise specified
in the applicable Final Terms) on such day(s) as agreed between the
Issuer and the relevant Purchaser(s).
Interest will be calculated on the basis of such Fixed Day Count
Fraction as may be specified in the applicable Final Terms.
Floating Rate Notes:
Floating Rate Notes will bear interest at a rate determined:
(i) on the same basis as the floating rate under a notional interest rate
swap transaction in the relevant Specified Currency governed by an
agreement incorporating the 2006 ISDA Definitions (as published by
the International Swaps and Derivatives Association, Inc., and as
amended and updated as at the Issue Date of the first Tranche of the
Notes of the relevant Series); or
(ii) on the basis of a reference rate appearing on the agreed screen
page of a commercial quotation service; or
(iii) on such other basis as may be agreed between the Issuer and the
relevant Purchaser.
The margin (if any) relating to such floating rate will be agreed between
the Issuer and the relevant Purchaser for each Series of Floating Rate
Notes.
Benchmark
If a Benchmark Event occurs in relation to an Original Reference Rate
Discontinuation:
when any Rate of Interest (or any component part thereof) remains to
be determined by reference to such Original Reference Rate, then the
Issuer may (subject to the Conditions and following consultation with an
Independent Adviser) determine a Successor Rate, failing which an
Alternative Rate and in either case, an Adjustment Spread if any and
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any Benchmark Amendments.
Change of Interest
Notes may be converted from one Interest Basis to another if so
Basis:
provided in the applicable Final Terms.
Interest Periods for
One, two, three, six or twelve months or such other period(s) as the
Floating Rate Notes:
Issuer and the relevant Purchaser(s) may agree (as indicated in the
applicable Final Terms).
Dual Currency Notes:
Payments (whether in respect of principal or interest and whether at
maturity or otherwise) in respect of Dual Currency Notes will be made
in such currencies, and based upon such rates of exchange, as the
Issuer and the relevant Purchaser(s) may agree (as indicated in the
applicable Final Terms).
Indexed Notes:
Payments (whether in respect of principal or interest and whether at
maturity or otherwise) in respect of Indexed Notes will be calculated by
reference to such Index and/or Formula as the Issuer and the relevant
Purchaser(s) may agree (as indicated in the applicable Final Terms).
Zero Coupon Notes:
Zero Coupon Notes may be offered and sold at a discount to their
nominal amount and will not bear interest other than in relation to
interest due after the Maturity Date.
Equity-Linked
Equity-Linked Redemption Notes and Commodity-Linked Redemption
Redemption Notes
Notes will be redeemed, whether at maturity, early redemption or
and Commodity-
otherwise, in accordance with the provisions of the Conditions as
Linked Redemption
amended or varied by the information specified in the applicable Final
Notes:
Terms.
Redemption:
The Final Terms applicable to each Tranche of Notes will indicate either
that the Notes of that Tranche cannot be redeemed prior to their stated
maturity (other than in specified instalments (see below) or for taxation
reasons or following an Event of Default), or that such Notes will be
redeemable prior to such stated maturity at the option of the Issuer
and/or the holder(s) of such Notes upon giving not less than 30 nor
more than 60 days' irrevocable notice, or such other period as may be
indicated in the applicable Final Terms, to the relevant Noteholders or
the Issuer, on a date or dates specified prior to such stated maturity
and at a price or prices and on such other terms as may be indicated in
the applicable Final Terms.
The applicable Final Terms may provide that the Notes may be
redeemed in two or more instalments of such amounts and on such
dates and on such other terms as may be indicated in such Final
Terms. Any Notes in respect of which the issue proceeds are received
by the Issuer in the United Kingdom and which must be redeemed
before the first anniversary of their date of issue must (a) have a
minimum redemption value of £100,000 (or its equivalent in other
currencies) and be issued only to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their business;
or who it is reasonable to expect will acquire, hold, manage or dispose
of investments (as principal or agent) for the purposes of their
businesses or (b) be issued in other circumstances which do not
constitute a contravention of section 19 of the Financial Services and
Markets Act 2000 ("FSMA") by the Issuer.
Denominations of
Such denominations as may be agreed between the relevant Issuer
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