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Borealis AG Public Offering of up to EUR 200000000 Senior Fixed ...

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appointed by an Austrian court, <strong>up</strong>on the request <strong>of</strong> any interested party (e.g., a holder <strong>of</strong><br />

Notes) or <strong>up</strong>on the initiative <strong>of</strong> the competent court, for the purposes <strong>of</strong> representing the<br />

common interests <strong>of</strong> the holders <strong>of</strong> the Notes in matters concerning their collective rights. In<br />

particular, this may occur if insolvency proceedings are initiated against the Issuer, in<br />

connection with any amendments <strong>to</strong> the terms and conditions <strong>of</strong> the Notes or changes relating<br />

<strong>to</strong> the Issuer, or under other similar circumstances. If a trustee is appointed, it will exercise the<br />

collective rights and represent the interests <strong>of</strong> the holders <strong>of</strong> the Notes and will be entitled <strong>to</strong><br />

make statements on their behalf which shall be binding on all holders <strong>of</strong> the Notes. Where a<br />

trustee represents the interests and exercises the rights <strong>of</strong> the holders <strong>of</strong> the Notes, this may<br />

conflict with or otherwise adversely affect the interests <strong>of</strong> individual or all holders <strong>of</strong> the Notes.<br />

2.18 Changes in applicable laws, regulations or regula<strong>to</strong>ry policies may have an adverse<br />

effect on the Issuer, the Notes and the inves<strong>to</strong>rs<br />

The terms and conditions <strong>of</strong> the Notes will be governed by Austrian law in effect as at the date<br />

<strong>of</strong> this Prospectus. No assurance can be given as <strong>to</strong> the impact <strong>of</strong> any possible judicial<br />

decision or change <strong>to</strong> Austrian law (or law applicable in Austria), or administrative practice<br />

after the date <strong>of</strong> this Prospectus.<br />

2.19 Changes in the EU Savings Directive could negatively affect inves<strong>to</strong>rs<br />

The EU adopted the Council Directive 2003/48/EC <strong>of</strong> 3 June 2003 on taxation <strong>of</strong> savings<br />

income in the form <strong>of</strong> interest payments ("EU Savings Directive"), which obliges each EU<br />

Member State <strong>to</strong> provide <strong>to</strong> the tax authorities <strong>of</strong> other Member States details <strong>of</strong> payments <strong>of</strong><br />

interest and other similar income paid by a person within its jurisdiction <strong>to</strong> an individual<br />

resident in another Member State or <strong>to</strong> certain limited types <strong>of</strong> entities established in that other<br />

Member State, except that Austria and Luxembourg (and originally also Belgium) have instead<br />

imposed a withholding system for a transitional period (the ending <strong>of</strong> such transitional period<br />

being dependent <strong>up</strong>on the conclusion <strong>of</strong> certain other agreements relating <strong>to</strong> information<br />

exchange with certain other countries) unless during such period they elect otherwise. A<br />

number <strong>of</strong> other non-EU countries and terri<strong>to</strong>ries, including Switzerland, have agreed <strong>to</strong> adopt<br />

similar measures (a withholding system in the case <strong>of</strong> Switzerland). On 13 November 2008,<br />

the European Commission published a proposal for amendments <strong>to</strong> the EU Savings Directive,<br />

which included a number <strong>of</strong> suggested changes, which if implemented, would broaden the<br />

scope <strong>of</strong> the Directive described above. The European Parliament approved an amended<br />

version <strong>of</strong> this proposal on 24 April 2009. Inves<strong>to</strong>rs who are in any doubt as <strong>to</strong> their position<br />

should consult their pr<strong>of</strong>essional advisers. Changes in the EU Savings Directive could<br />

materially adversely affect the taxation effects for inves<strong>to</strong>rs in the Notes.<br />

20. No Advice<br />

This Prospectus does not alter each individual inves<strong>to</strong>r's need <strong>to</strong> seek the advice <strong>of</strong> a bank, a<br />

financial, investment or tax adviser and/or a lawyer.<br />

46

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