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

Notes in the name of a nominee for DTC and delivery of the relevant Global Certificate to the Custodian for DTC, DTC
will credit each subscriber with a nominal amount of Notes equal to the nominal amount thereof for which it has
subscribed and paid.
Transfers of interests in Global Certificates within DTC, Clearstream, Luxembourg or Euroclear will be in
accordance with the usual rules and operating procedures of the relevant clearing system. No Noteholder will be able to
transfer Registered Notes, or any interest therein, except in accordance with the provisions set out under “Subscription
and Sale – Transfer Restrictions”.
Unrestricted Global Certificate
If the Final Terms state that any Registered Notes are to be represented by an Unrestricted Global Certificate on
issue, the following will apply in respect of transfers of Registered Notes held in Euroclear or Clearstream,
Luxembourg. These provisions will not, subject to applicable law and transfer restrictions, prevent the trading of
interests in the Registered Notes within a clearing system whilst they are held on behalf of such clearing system, but
will limit the circumstances in which the Registered Notes may be withdrawn from the relevant clearing system.
Transfers of the holding of such Notes represented by any Unrestricted Global Certificate pursuant to Condition
2(a) may only be made:
(i)
(ii)
(iii)
if such Notes are held on behalf of Euroclear or Clearstream, Luxembourg or an alternative clearing
system (except for DTC) and any such clearing system is closed for business for a continuous period of
14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently
to cease business or does in fact do so; or
if principal in respect of any Note is not paid when due; or
with the consent of the Issuer,
provided that, in the case of the first transfer of part of a holding pursuant to (i), (ii) or (iii) above, the holder of the
Registered Note has given the Registrar not less than 30 days' notice at its specified office of the holder of the
Registered Note's intention to effect such transfer.
Restricted Global Certificates
If the Final Terms state that any Registered Notes are to be represented by a Restricted Global Certificate on
issue, the following will apply in respect of transfers of Notes held in Euroclear, Clearstream, Luxembourg or DTC.
These provisions will not, subject to applicable law and transfer restrictions, prevent the trading of interests in the Notes
within a clearing system whilst they are held on behalf of such clearing system, but will limit the circumstances in
which the Notes may be withdrawn from the relevant clearing system.
If the Final Terms state that the Restricted Notes issued by the Issuer are to be represented by a Restricted Global
Certificate on issue, transfers of the holding of Notes represented by that Restricted Global Certificate pursuant to
Condition 2(a) may only be made:
(i)
(ii)
(iii)
(iv)
if such Notes are held on behalf of Euroclear or Clearstream, Luxembourg or an alternative clearing
system (except for DTC) and any such clearing system is closed for business for a continuous period of
14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently
to cease business or does in fact do so; or
if such Notes are held on behalf of a Custodian for DTC and if DTC notifies the relevant Issuer that it is
no longer willing or able to discharge properly its responsibilities as depositary with respect to that
Restricted Global Certificate or DTC ceases to be a “clearing agency” registered under the U.S. Exchange
Act or is at any time no longer eligible to act as such, and the Issuer is unable to locate a qualified
successor within 90 days of receiving notice of such ineligibility on the part of DTC; or
if principal in respect of any Note is not paid when due; or
with the consent of the Issuer,
provided that, in the case of the first transfer of part of a holding pursuant to (i), (ii) or (iii) above, the holder of the
Registered Note has given the Registrar not less than 30 days' notice at its specified office of holder of the Registered
Note's intention to effect such transfer. Individual Certificates issued in exchange for a beneficial interest in a Restricted
Global Certificate shall bear the legend applicable to such Notes as set out under “Subscription and Sale – Transfer
Restrictions”.
32