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

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Each Issuer (the Responsible Persons) accepts responsibility for the information contained in this Offering Circular. To the best of the knowledge of each Issuer (each having taken all reasonable care to ensure that such is the case) the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. Subject as provided in the applicable Final Terms, the only persons authorised to use this Offering Circular in connection with an offer of Notes are the persons named in the applicable Final Terms as the relevant Dealer or the Managers and the persons named in or identifiable following the applicable Final Terms as the Financial Intermediaries, as the case may be. This Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “Documents Incorporated by Reference”). This Offering Circular shall be read and construed on the basis that such documents are incorporated and form part of this Offering Circular. Neither the Dealers nor the Trustee have separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers or the Trustee as to the accuracy or completeness of the information contained in this Offering Circular or any other information provided by the Issuers in connection with the Programme or the Notes or their distribution. The statements made in this paragraph are made without prejudice to the responsibility of the Issuers 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 Offering Circular or any other 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 Issuers, the Trustee or any of the Dealers. Neither this Offering Circular nor any other information supplied in connection with the Programme or any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation or constituting an invitation or offer by the Issuers, the Trustee or any of the Dealers that any recipient of this Offering Circular or any other information supplied in connection with the Programme or any Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of each Issuer. Neither this Offering Circular nor any other information supplied in connection with the Programme or the issue of any Notes constitutes an offer by or on behalf of the Issuers, the Trustee or any of the Dealers to any person to subscribe for or to purchase any Notes. Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Notes shall at any time imply that the information contained herein concerning the Issuers is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same. The Dealers and the Trustee expressly do not undertake to review the financial condition or affairs of either Issuer during the life of the Programme. The distribution of this Offering Circular and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuers, the Trustee and the Dealers do not represent that this document may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, unless specifically indicated to the contrary in the applicable Final Terms, no action has been taken by either Issuer, the Trustee or the Dealers which would permit a public offering of any Notes outside Ireland or distribution of this Offering Circular in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Offering Circular 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. Persons into whose possession this Offering Circular or any Notes come must inform themselves about, and observe, any such restrictions. In particular, there are restrictions on the distribution of this Offering Circular and the offer or sale of Notes in the United States, the European Economic Area (including the United Kingdom, Ireland and Portugal) and Japan (see “Subscription and Sale”). This Offering Circular has been prepared on the basis that, except to the extent sub-paragraph (ii) below may apply, any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of Notes which are the subject of an offering contemplated in this Offering Circular as completed by final terms in relation to the offer of those 4
Notes may only do so (i) in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer, or (ii) if a prospectus for such offer has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State and (in either case) published, all in accordance with the Prospectus Directive, provided that any such prospectus has subsequently been completed by final terms which specify that offers may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State and such offer is made in the period beginning and ending on the dates specified for such purpose in such prospectus or final terms, as applicable. Except to the extent sub-paragraph (ii) above may apply, neither the Issuers nor any Dealer have authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation arises for the relevant Issuer or any Dealer to publish or supplement a prospectus for such offer. The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S) except in certain transactions exempt from, or not subject to, the registration requirements of the Securities Act. The Notes are being offered and sold outside the United States to non-U.S. persons in accordance with Regulation S and are being offered and resold within the United States to QIBs in reliance on Rule 144A. Prospective purchasers are hereby notified that the sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. The Issuer is not, and the Dealers are not, making an offer to sell the Notes in any jurisdiction where such offer or sale would be unlawful. The Notes are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws pursuant to registration thereunder or exemption therefrom. Prospective purchasers should be aware that they might be required to bear the financial risks of an investment in the Notes for an indefinite period of time. No Securities Commission Approval The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission (the “SEC”), any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Notes or the accuracy or adequacy of this Offer Document. Any representation to the contrary is a criminal offense in the United States. NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER RSA 421-B WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT, ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. Each Issuer has agreed that, for so long as any Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the relevant Issuer will, during any period in which it is neither subject to Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the U.S. Exchange Act) nor exempt from reporting thereunder pursuant to Rule 12g3 2(b) under the U.S. Exchange Act, provide to any holder or beneficial owner of such restricted securities or to any prospective purchaser of such restricted securities designated by such holder or beneficial owner upon the request of such holder, beneficial owner or prospective purchaser, the information required to be provided by Rule 144Aa(d)(4) under the Securities Act. All Notes having a term of less than one year sold outside the United States constitute commercial paper and are issued in accordance with an exemption granted by the Financial Regulator, as a constituent part of the Central Bank and Financial Services Authority of Ireland, under Section 8(2) of the Central Bank Act, 1971, inserted by Section 31 of the Central Bank Act, 1989, as amended by Section 70(d) of the Central Bank Act, 1997. The Notes do not have the status of bank deposits, are not within the scope of the Deposit Protection Scheme operated by the Financial Regulator and neither Issuer is regulated by the Financial Regulator arising from the issue of commercial paper. 5
Page 1 and 2: OFFERING CIRCULAR Espírito Santo I
Page 3: The relevant Issuer may agree with
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 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
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epresentative of the holders of Int
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The Interbolsa Notes will be regist
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(ii) The claims of the holders of t
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(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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Espírito Santo Investment p.l.c. Banco Espírito Santo de ... - BES

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