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Euro 6,000,000,000 Euro Medium Term Note Programme Due from ...

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amended by Directive 2010/73/EU) (the "Prospectus Directive") and must be read in conjunction with the<br />

Base Prospectus dated 11 June 2013 [and the supplement[s] to the Base Prospectus dated [•]]1, which<br />

[together] * constitute[s] a base prospectus (the "Base Prospectus") for the purposes of the Prospectus<br />

Directive, including the Conditions incorporated by reference in the Base Prospectus. Full information on<br />

the Issuer and the offer of the <strong>Note</strong>s is only available on the basis of the combination of these Final <strong>Term</strong>s<br />

and the Base Prospectus. The Base Prospectus is available for viewing at the office of the Fiscal Agent or<br />

each of the Paying Agents and on the websites of (a) the Autorité des marchés financiers (www.amffrance.org)<br />

and (b) the Issuer (www.vinci.com) and copies may be obtained free of charge <strong>from</strong> VINCI, 1<br />

cours Ferdinand de Lesseps – 92851 Rueil-Malmaison cedex, France. [In addition 3 , the Base Prospectus is<br />

available for viewing [at/on] [•]].] 4<br />

[Include whichever of the following apply or specify as "Not Applicable" (N/A). <strong>Note</strong> that the numbering<br />

should remain as set out below, even if "Not Applicable" is indicated for individual paragraphs or subparagraphs.<br />

Italics denote guidance for completing the Final <strong>Term</strong>s.]<br />

1. Issuer: VINCI<br />

2. (i) Series Number:<br />

[●]<br />

(ii) Tranche Number: [●]<br />

[(iii) Date on which the <strong>Note</strong>s will<br />

be assimilated (assimilables)<br />

and form a single Series:<br />

3. Specified Currency or<br />

Currencies:<br />

4. Aggregate Nominal Amount of<br />

<strong>Note</strong>s admitted to trading:<br />

(i) Series: [●]<br />

(ii) Tranche: [●]<br />

The <strong>Note</strong>s will be assimilated (assimilables) and form a<br />

single Series (identify earlier Tranches) on [the Issue<br />

Date/exchange] of the Temporary Global Certificate for<br />

interests in the Definitive Materialised <strong>Note</strong>s, as referred in<br />

paragraph 25(iii) below, which is expected to occur on or<br />

about [] (the "Exchange Date").]<br />

[●] (In case of Dual Currency <strong>Note</strong>s, specify the currency<br />

in which the <strong>Note</strong>s are denominated and the currency in<br />

which interest are payable)<br />

5. Issue Price: [●] per cent. of the Aggregate Nominal Amount [plus<br />

accrued interest <strong>from</strong> [] (in the case of <strong>Note</strong>s to be<br />

assimilated with a previous Tranche)<br />

6. Specified Denomination(s): [•] 5 (one denomination only for Dematerialised <strong>Note</strong>s) (Not<br />

less than €100,<strong>000</strong> or its equivalent in any other currency<br />

at the Issue Date)<br />

7. (i) Issue Date: [•]<br />

3<br />

If the <strong>Note</strong>s are admitted to trading on a regulated market other than <strong>Euro</strong>next Paris.<br />

4 The following alternative language applies if the first tranche of an issue which is being increased was issued under a Base<br />

Prospectus with an earlier date.<br />

5 <strong>Note</strong>s (including <strong>Note</strong>s denominated in sterling) in respect of which the issue proceeds are to be accepted by the Issuer in the<br />

United Kingdom or whose issue otherwise constitutes a contravention of Section 19 of the FSMA and having a maturity of less<br />

than one year must have a minimum denomination of £100,<strong>000</strong> (or its equivalent in other currencies).<br />

85

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