Espírito Santo Investment p.l.c. Banco Espírito Santo de ... - BES

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Status of the Senior Notes: Terms and Conditions or the Trust Deed continuing for a specified period of time; (c) (in the case of the Senior Notes only) the repayment of indebtedness is accelerated by reason of default or there is a default in the payment of any indebtedness subject to a cross default threshold of U.S.$10,000,000 or, if higher, a sum equal to one per cent. of BESI's Shareholders' Funds, all as further described in Condition 10; and (d) events relating to the insolvency or winding up of the Issuer or (where the Issuer is ESIP) BESI. The Senior Notes and the relative Receipts and Coupons (if any) will constitute direct, unconditional, unsubordinated and (subject to the provisions of Condition 4) unsecured obligations of the relevant Issuer and will rank pari passu, without any preference among themselves, with all other outstanding unsecured (subject as aforesaid) and unsubordinated obligations of the relevant Issuer, present and future, subject to mandatory provisions of law affecting creditors' rights generally and statutorily preferred obligations. 10
Status of the Dated Subordinated Notes: The Dated Subordinated Notes and the relative Receipts and Coupons (if any) will constitute direct and unsecured obligations of the relevant Issuer, subordinated as hereinafter referred to, and will rank pari passu without any preference among themselves. The claims of the holders of the Dated Subordinated Notes and the relative Receipts and Coupons (if any) will, in the event of the bankruptcy or winding up of the relevant Issuer, be subordinated in right of payment in the manner provided in the Trust Deed to the claims of all unsubordinated creditors of the relevant Issuer and will rank, in the event of the winding up of the Issuer, at least pari passu in right of payment with all other Subordinated Indebtedness (as defined in Condition 3(b)), present and future, of the relevant Issuer. Status of the Undated Subordinated Notes: The Undated Subordinated Notes and the relative Coupons (if any) will constitute direct and unsecured obligations of the relevant Issuer, subordinated as hereinafter referred to, and will rank pari passu without any preference among themselves. The claims of the holders of the Undated Subordinated Notes and the relative Coupons (if any) will, in the event of the bankruptcy or winding up of the relevant Issuer, be subordinated in right of payment in the manner provided in the Trust Deed to the claims of Senior Creditors of the Issuer (as defined in Condition 3(c)(ii)). In order to allow the Issuer (and, where the Issuer is ESIP, BESI, by virtue of the corresponding provision of the Keep Well Agreement) to continue its (their) business activities, any amounts which, but for the provisions of Condition 5(e) or, as the case may be, the insolvency of ESIP or BESI, would be payable as interest or principal on the Undated Subordinated Notes (or the corresponding amounts BESI is required to make available to ESIP under the Keep Well Agreement) will be available to meet the losses of the relevant Issuer (or the Keep Well Provider, as the case may be). Status of the Undated Deeply Subordinated Notes: The Undated Deeply Subordinated Notes may be issued by BESI only. The Undated Deeply Subordinated Notes and the Coupons relating thereto (if any) constitute direct, unsecured and, in accordance with Condition 3 of the Terms and Conditions of the Undated Deeply Subordinated Notes, subordinated obligations of BESI and rank pari passu without any preference among themselves. The claims of the holders of the Undated Deeply Subordinated Notes and the relative Coupons (if any) will, in the event of the bankruptcy or winding up of BESI, be subordinated in right of payment in the manner provided in the Terms and Conditions of the Undated Deeply Subordinated Notes and in the relevant provisions of the Trust Deed to the claims of Senior Creditors of BESI (as defined in Condition 3 of the Undated Deeply Subordinated Notes) and to all other present and future responsibilities of BESI, including any present or future undated subordinated debt of BESI, unless expressly provided otherwise by the terms of such debt. In order to allow BESI to continue its business activities, any amounts which, but for the provisions of Condition 5(d) or, as the case may be, the insolvency of BESI, would be payable as interest or principal on the Undated Deeply Subordinated Notes will be available to meet the losses of BESI. Status of BESI's obligations under the Keep Well Agreement: BESI's obligations under the Keep Well Agreement are, with regard to the Dated Subordinated Notes and the Undated Subordinated Notes issued by ESIP, subordinated as described in Condition 3(e). Use of Proceeds: Rating: Listing and admission to trading: The net proceeds from each issue of Notes will be applied by the relevant Issuer for its general corporate purposes, which include making a profit. If, in respect of any particular issue, there is a particular identified use of proceeds, this will be stated in the applicable Final Terms. The rating of certain Series of Notes to be issued under the Programme may be specified in the applicable Final Terms. Application has been made to the Irish Stock Exchange for Notes to be admitted to the Official List and to trading on its regulated market. Notes may be listed or admitted to trading, as the case may be, on other or further stock exchanges or markets agreed between the relevant Issuer and 11
Page 1 and 2: OFFERING CIRCULAR Espírito Santo I
Page 3 and 4: The relevant Issuer may agree with
Page 5 and 6: Notes may only do so (i) in circums
Page 7 and 8: TABLE OF CONTENTS Page Summary of t
Page 9: Terms of Notes: Taxation: Negative
Page 13 and 14: OVERVIEW OF THE PROGRAMME The follo
Page 15 and 16: Fixed Rate Notes: Floating Rate Not
Page 17 and 18: RISK FACTORS Each of ESIP and BESI
Page 19 and 20: Emerging Market Risks As at 31 Dece
Page 21 and 22: (iv) delivery of Reference Obligati
Page 23 and 24: cease to be eligible as Tier 1 Capi
Page 25 and 26: held through Interbolsa, and (i) if
Page 27 and 28: (iii) (iv) verify the consistency o
Page 29 and 30: GENERAL DESCRIPTION OF THE PROGRAMM
Page 31 and 32: “ANY UNITED STATES PERSON WHO HOL
Page 33 and 34: APPLICABLE FINAL TERMS Set out belo
Page 35 and 36: 1. Issuer: [Espírito Santo Investm
Page 37 and 38: - Relevant Screen Page: 37 (Second
Page 39 and 40: (ii) Optional Redemption Amount(s)
Page 41 and 42: PURPOSE OF FINAL TERMS These Final
Page 43 and 44: net proceeds and total expenses at
Page 45 and 46: APPLICABLE FINAL TERMS Set out belo
Page 47 and 48: 10. Redemption/Payment Basis: [Rede
Page 49 and 50: (N.B. If the Final Redemption Amoun
Page 51 and 52: Furthermore, such Specified Denomin
Page 53 and 54: PART B - OTHER INFORMATION 1. LISTI
Page 55 and 56: 8. OPERATIONAL INFORMATION (i) ISIN
Page 57 and 58: epresentative of the holders of Int
Page 59 and 60: The Interbolsa Notes will be regist
Page 61 and 62:
(ii) The claims of the holders of t
Page 63 and 64:
(b) with normal market practice and
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mutatis mutandis or (ii) in the cas
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and, in each case, multiplying such
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(vii) Certificates to be Final All
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(c) Payments in respect of Global N
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(v) (vi) in relation to Notes redee
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(i) (ii) (iii) (iv) in the case of
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(ix) (x) (xi) presented for payment
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(ii) (iii) (iv) (v) (vi) there is d
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(i) If default is made in the payme
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and Interbolsa's rules on notices t
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Matters in the discretion of the Ag
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TERMS AND CONDITIONS OF THE UNDATED
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1. Form, Denomination and Title The
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ut upon payment of any tax or other
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(a) Interest on Fixed Rate Notes Ea
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(2) the Following Business Day Conv
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Where the Specified Denomination of
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(except in respect of Interbolsa No
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of such Specified Currency (which,
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(i) (ii) (iii) the Issuer has appoi
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of the Bank of Portugal satisfies a
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any authority thereof or therein ha
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10. Events of Default relating to U
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In connection with the exercise by
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The Issuer has in the Trust Deed ir
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SELECTED FINANCIAL INFORMATION FOR
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SELECTED FINANCIAL INFORMATION FOR
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ESSI, Sociedade Gestora de Particip
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Capital Markets - Equity, Fixed Inc
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BESI is also active in the Brazilia
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Brazil Espírito Santo Investment c
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International operations As a resul
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José Maria Espírito Santo Silva R
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Pedro Manuel de Castro Simões Ferr
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Diogo Luís Ramos de Abreu Félix A
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António Espírito Santo Silva Salg
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Moses Dodo Phillipe Gilles Fernand
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Moses Dodo Executive Board Member,
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For the purposes of this clause 4:
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DESCRIPTION OF THE PORTUGUESE BANKI
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Banking Regulation in Portugal Summ
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TAXATION IRISH TAXATION The followi
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Irish Source Income Holders of Iris
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The Directive has been enacted into
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(ii) authenticated, if the Benefici
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addresses U.S. Holders (as defined
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not have OID if such excess is less
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amount of the redemption price (or
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(iv) in the case of Registered Note
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establish a basis for exemption or
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SUBSCRIPTION AND SALE The Dealers h
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provided that no such offer of Note
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(3) Such Notes, unless the Issuer d
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(6) It agrees that it will give to
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GENERAL INFORMATION Authorisation T
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Auditors for each of the two years
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3. We hereby undertake to provide t
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ANNEX 2 STATEMENT FOR EXEMPTION FRO
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REGISTERED OFFICE OF ESIP Espírito
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To BESI as to Portuguese law Vieira
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