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

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(vi) Intended to be held in a manner which would allow Eurosystem eligibility: [Yes] [No] [Note that the designation “yes” simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.] [include this text if “yes” selected in which case the Notes (other than Interbolsa Notes) must be issued in NGN form] 10. TERMS AND CONDITIONS OF THE OFFER Offer Price: [Issue Price/Not applicable/specify] [Conditions to which the offer is subject:] [Not applicable/give details] [Description of the application process]: [Not applicable/give details] [Details of the minimum and/or maximum [Not applicable/give details] amount of application]: [Description of possibility to reduce [Not applicable/give details] subscriptions and manner for refunding excess amount paid by applicants]: [Details of the method and time limits for paying [Not applicable/give details] up and delivering the Notes:] [Manner in and date on which results of the offer [Not applicable/give details] are to be made public:] [Procedure for exercise of any right of preemption, negotiability of subscription rights and [Not applicable/give details] treatment of subscription rights not exercised:] [Categories of potential investors to which the [Not applicable/give details] Notes are offered and whether tranche(s) have been reserved for certain countries:] [Not applicable/give details] [Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:] [Amount of any expenses and taxes specifically charged to the subscriber or purchaser:] [Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place.] [Not applicable/give details] [None/give details] 6 For Interbolsa Notes only. 44
APPLICABLE FINAL TERMS Set out below is the form of Final Terms which will be completed for each Tranche of Notes issued under the Programme with a denomination of at least €50,000 (or its equivalent in another currency). [Date] [ESPÍRITO SANTO INVESTMENT p.l.c./BANCO ESPÍRITO SANTO DE INVESTIMENTO, S.A. [acting through its Head Office/London branch/New York branch]] [Title of relevant Series of Notes (specifying type of Notes)] issued pursuant to the €2,500,000,000 Euro Medium Term Note Programme [with the benefit of a Keep Well Agreement provided by BANCO ESPÍRITO SANTO DE INVESTIMENTO, S.A.] PART A – CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Offering Circular dated [●] July 2010 which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Offering Circular. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular. The Offering Circular is available for viewing at [at [website]] [and] during normal business hours at [address] [and copies may be obtained from [address]]. The Offering Circular also comprises listing particulars for the purposes of giving information with regard to the issue of Notes with a maturity of less than 365 days as commercial paper of the Issuer under the Programme during the period of twelve months after the date thereof. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Contractual Terms and the Offering Circular. [The following alternative language applies if the first tranche of an issue which is being increased was issued under an Offering Circular with an earlier date. Terms used herein shall be deemed to be defined as such for the purposes of the [Terms and Conditions /Terms and Conditions of the Undated Deeply Subordinated Notes] (the Conditions) set forth in the Offering Circular dated [original date]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Offering Circular dated [●] July 2010 which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive), save in respect of the Conditions which are extracted from Offering Circular dated [original date] and are attached hereto. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circulars dated [●] July 2010 and [original date]. Copies of such Offering Circulars are available for viewing [at [website]] [and] during normal business hours at [address] [and copies may be obtained from [address]]. [Include whichever of the following apply or specify items as “Not Applicable” (N/A). Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or sub-paragraphs. Italics denote directions for completing the Final Terms.] [When adding any other final terms or information consideration should be given as to whether such terms or information constitute significant new factors and consequently trigger the need for a supplement to the Offering Circular under Article 16 of the Prospectus Directive.] [For Bearer Notes or Registered Notes (other than Interbolsa Notes) only: If the Notes have a maturity of less than one year from the date of their issue, the minimum denomination may need to be £100,000 or its equivalent in any other currency.] [For Bearer Notes or Registered Notes (other than Interbolsa Notes) only: The Notes constitute commercial paper issued in accordance with an exemption granted by the Irish Financial Services Regulatory Authority, as a constituent part of the Central Bank and Financial Services Authority of Ireland (the Financial Regulator), under Section 8(2) of the Central Bank Act, 1971 inserted by Section 31 of the Central Bank Act, 1989, as 45
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 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: net proceeds and total expenses at
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
Page 65 and 66: mutatis mutandis or (ii) in the cas
Page 67 and 68: and, in each case, multiplying such
Page 69 and 70: (vii) Certificates to be Final All
Page 71 and 72: (c) Payments in respect of Global N
Page 73 and 74: (v) (vi) in relation to Notes redee
Page 75 and 76: (i) (ii) (iii) (iv) in the case of
Page 77 and 78: (ix) (x) (xi) presented for payment
Page 79 and 80: (ii) (iii) (iv) (v) (vi) there is d
Page 81 and 82: (i) If default is made in the payme
Page 83 and 84: and Interbolsa's rules on notices t
Page 85 and 86: Matters in the discretion of the Ag
Page 87 and 88: TERMS AND CONDITIONS OF THE UNDATED
Page 89 and 90: 1. Form, Denomination and Title The
Page 91 and 92: ut upon payment of any tax or other
Page 93 and 94: (a) Interest on Fixed Rate Notes Ea
Page 95 and 96:
(2) the Following Business Day Conv
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Where the Specified Denomination of
Page 99 and 100:
(except in respect of Interbolsa No
Page 101 and 102:
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
Page 107 and 108:
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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