Base Prospectus - Malta Financial Services Authority

Condition 14 if an Exchange Event occurs. In the event of the occurrence of an Exchange Event,
Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest
in such Permanent Bearer Global Note) or the Trustee may give notice to the Issuing and Principal
Paying Agent requesting exchange and in the event of the occurrence of an Exchange Event as
described in (iii) above, the Issuer may also give notice to the Issuing and Principal Paying Agent
requesting exchange. Any such exchange shall occur not later than 30 days after the date of
receipt of the first relevant notice by the Issuing and Principal Paying Agent.
The following legend will appear on all bearer Notes, Coupons, Receipts and Talons which
have an original maturity of more than 365 days:
‘‘ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(J) AND 1287(A) OF THE INTERNAL REVENUE
CODE.’’
The sections referred to provide that United States holders, with certain exceptions, will not
be entitled to deduct any loss on Notes, receipts or interest coupons and will not be entitled to
capital gains treatment of any gain on any sale, disposition, redemption or payment of principal in
respect of Notes, receipts or coupons.
Unless otherwise provided with respect to a particular Series of Registered Notes, the
Registered Notes of each Tranche of such Series offered and sold in reliance on Regulation S,
which will be sold to non-U.S. persons outside the United States, will initially be represented by a
Reg. S Global Note which will be deposited with a custodian for, and registered in the name of a
nominee of, DTC for the accounts of Euroclear and Clearstream, Luxembourg. Prior to expiry of
the Distribution Compliance Period applicable to each Tranche of Notes, beneficial interests in a
Reg. S Global Note may not be offered or sold to, or for the account or benefit of, a U.S. person
save as otherwise provided in Condition 11 and may not be held otherwise than through Euroclear
or Clearstream, Luxembourg and such Reg. S Global Note will bear a legend regarding such
restrictions on transfer.
Registered Notes of each Tranche of such Series may only be offered and sold in the United
States or to U.S. persons in private transactions: (i) to QIBs; or (ii) to Institutional Accredited
Investors who agree to purchase the Notes for their own account and not with a view to the
distribution thereof. The Registered Notes of each Tranche sold to QIBs will be represented by a
Restricted Global Note which will be deposited with a custodian for, and registered in the name of
a nominee of, DTC.
Persons holding beneficial interests in Registered Global Notes will be entitled or required, as
the case may be, under the circumstances described below, to receive physical delivery of
definitive Notes in fully registered form.
The Registered Notes of each Tranche sold to Institutional Accredited Investors will be in
definitive form, registered in the name of the holder thereof. The Restricted Global Note and the
Registered Notes in definitive form issued to Institutional Accredited Investors will be subject to
certain restrictions on transfer set forth therein and will bear a legend regarding such restrictions.
Payments of principal on the Registered Notes will be made on the relevant payment date to
the persons shown on the Register at the close of business on the business day (being for this
purpose a day on which banks are open for business in Brussels) immediately prior to the relevant
payment date. Payments of interest on the Registered Notes will be made on the relevant payment
date to the person in whose name such Notes are registered on the Record Date (as defined in
Condition 5(b)) immediately preceding such payment date.
Payments of the principal of, and interest (if any) on, the Registered Global Notes will be
made to the nominee of DTC as the registered holder of the Registered Global Notes. None of the
Issuer, the Issuing and Principal Paying Agent, any Paying Agent and the Registrar will have any
responsibility or liability for any aspect of the records relating to or payments made on account of
beneficial ownership interests in the Registered Global Notes or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
For so long as any of the Notes are represented by a Bearer Global Note held on behalf of
Euroclear and/or Clearstream, Luxembourg or so long as DTC or its nominee is the registered
holder of a Registered Global Note or so long as the Note is a VPS Note, each person who is for
the time being shown in the records of Euroclear and/or Clearstream, Luxembourg or DTC or the
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