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

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Portuguese Paying Agent: Distribution: Currencies: Maturities: Issue Price: Form of Notes: Banco Espírito Santo de Investimento, S.A. Notes may be distributed by way of private or public placement and in each case on a syndicated or non-syndicated basis. Subject to any applicable legal or regulatory restrictions, such currencies as may be agreed between the relevant Issuer and the relevant Dealer, including, without limitation, Australian dollars, Canadian dollars, Czech koruna, Danish kroner, euro, Hong Kong dollars, Japanese Yen, New Zealand dollars, Norwegian kroner, Sterling, South African Rand, Swedish kronor, Swiss francs and United States dollars (as indicated in the applicable Final Terms). Each issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply will only be issued in circumstances which comply with such laws, guidelines, regulations, restrictions or reporting requirements from time to time (see “Subscription and Sale”). The Notes will have such maturities as may be agreed between the relevant Issuer and the relevant Dealer, subject to such minimum or maximum maturities as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Issuer or the relevant Specified Currency. At the date of this Offering Circular, the minimum maturity of Subordinated Notes will be five years and one day and Undated Deeply Subordinated Notes will have no maturity date, to enable such Notes to qualify as capital for supervisory purposes from time to time. Notes may be issued on a fully-paid or a partly-paid basis and at an issue price which is at par or at a discount to, or premium over, par. The Notes (except for Interbolsa Notes) will be in bearer form or in registered form. All Bearer Notes will on issue be represented by either a temporary global Note or a permanent global Note as specified in the applicable Final Terms. Temporary global Notes will be exchangeable either for (a) interests in a permanent global Note or (b) for definitive Notes as indicated in the applicable Final Terms. Permanent global Notes will be exchangeable for definitive Notes upon either (i) not less than 60 days' written notice from Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such permanent global Note) to the Agent as described therein or (ii) only upon the occurrence of an Exchange Event as described under “Form of the Notes”. Interbolsa Notes will be issued in dematerialised book-entry form and will either be bearer Notes (ao portador) or registered Notes (nominativas), as specified in the applicable Final Terms and further described under “Form of the Notes”. Interbolsa Notes may only be transferred in accordance with the applicable procedures established by the Portuguese Securities Code and the regulations issued by the Comissão do Mercado de Valores Mobiliários (the Portuguese Securities Market Commission, the CMVM) and Interbolsa. Registered Notes which are sold in compliance with Regulation S (Unrestricted Registered Notes) under the Securities Act may be represented by a Registered Certificate in global form (an Unrestricted Global Certificate) deposited with a common depositary for Euroclear and Clearstream Luxembourg. Registered Notes which are resold pursuant to Rule 144A under the Securities Act (Restricted Registered Notes) may be represented by a restricted Registered Certificate in global form (a Restricted Global Certificate) deposited with a custodian on behalf of DTC. In certain circumstances, upon certification as to compliance with applicable securities laws, Restricted Registered Notes may be exchanged for Unrestricted Registered Notes, and vice versa. Both Unrestricted Registered Notes and Restricted Registered Notes will be subject to transfer restrictions, and Restricted Registered Notes will bear a transfer restriction legend, all as described under “Subscription and Sale”. Registered Notes that are registered in the name of a nominee for one or more clearing systems are referred to as Global Certificates. 14
Fixed Rate Notes: Floating Rate Notes: Indexed Notes: Fixed interest will be payable on such date or dates as may be agreed between the relevant Issuer and the relevant Dealer (as indicated in the applicable Final Terms) and on redemption. 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 relevant Issuer and the relevant Dealer, as indicated in the applicable Final Terms. The margin (if any) relating to such floating rate will be agreed between the relevant Issuer and the relevant Dealer for each Series of Floating Rate Notes. Payments of principal in respect of Indexed Redemption Amount Notes or of interest in respect of Indexed Interest Notes will be calculated by reference to such index and/or formula as the relevant Issuer and the relevant Dealer may agree (as indicated in the applicable Final Terms). Other provisions in relation to Floating Rate Notes and Indexed Interest Notes: Floating Rate Notes and Indexed Interest Notes may also have a maximum interest rate, a minimum interest rate or both (as indicated in the applicable Final Terms). Dual Currency Notes: Interest on Floating Rate Notes and Indexed Interest Notes in respect of each Interest Period, as selected prior to issue by the relevant Issuer and the relevant Dealer, will be payable on such Interest Payment Dates and will be calculated on the basis of such Day Count Fraction as may be agreed between the relevant Issuer and the relevant Dealer. 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 on such rates of exchange, as the relevant Issuer and the relevant Dealer may agree (as indicated in the applicable Final Terms). Interbolsa Notes may be Dual Currency Notes provided that the information required for such purpose is made available to Interbolsa by the Issuer or by the Portuguese Paying Agent, pursuant to the Interbolsa applicable procedures in this respect. 15
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 and 10: Terms of Notes: Taxation: Negative
Page 11 and 12: Status of the Dated Subordinated No
Page 13: OVERVIEW OF THE PROGRAMME The follo
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
Page 67 and 68:
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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