edp – energias de portugal, sa edp finance bv €12500000000 - CMVM

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established in the European Union and registered under Regulation (EC) No. 1060/2009 (the “CRA Regulation”) will be disclosed in the Final Terms. Unless otherwise specified in the applicable Final Terms, rated Instruments to be issued under the Programme will be rated Baa3 in respect of Instruments with a maturity of more than one year by Moody’s Investors Service Limited (“Moody’s”), BBB+ in respect of Instruments with a maturity of more than one year by Fitch Ratings Ltd. (“Fitch”) and BBB in respect of Instruments with a maturity of more than one year by Standard & Poor’s Credit Market Services France SAS, a Division of The McGraw-Hill Companies Inc. (“Standard & Poor’s”). Where an issue of Instruments is rated, its rating will not necessarily be the same as the rating applicable to the Programme. Each of EDP and EDP B.V. is rated Baa3 by Moody’s, BBB+ by Fitch and BBB by Standard & Poor’s. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. Each of Moody’s, Fitch and Standard & Poor’s is established in the European Union and has applied for registration under Regulation (EC) No. 1060/2009, although notification of the corresponding registration decision has not yet been provided by the relevant competent authority. Any person (an “Investor”) intending to acquire or acquiring any securities from any person (an “Offeror”) should be aware that, in the context of an offer to the public as defined in section 102B of the Financial Services and Markets Act 2000 (“FSMA”), an Issuer may be responsible to the Investor for the Prospectus under section 90 of FSMA, only if the relevant Issuer has authorised that Offeror to make the offer to the Investor. Each Investor should therefore enquire whether the Offeror is so authorised by the relevant Issuer. If the Offeror is not authorised by the relevant Issuer, the Investor should check with the Offeror whether anyone is responsible for the Prospectus for the purposes of section 90 of FSMA in the context of the offer to the public, and, if so, who that person is. If the Investor is in any doubt about whether it can rely on the Prospectus and/or who is responsible for its contents it should take legal advice. Arranger for the Programme MORGAN STANLEY Dealers Banco BPI, S.A. Banco Espírito Santo de Investimento, S.A. Banco Santander Totta Barclays Capital BNP PARIBAS Caixa-Banco de Investimento, S.A. Citigroup Commerzbank Deutsche Bank ING Commercial Banking J.P. Morgan Millennium Investment Banking Mitsubishi UFJ Securities International plc Morgan Stanley Société Générale Corporate and Investment The Royal Bank of Scotland Banking UBS Investment Bank 9 September 2011 2
This Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the “Prospectus Directive”). Each Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of EDP and EDP B.V. (each of which have taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. The previous paragraph should be read in conjunction with the twelfth paragraph on the first page of this Prospectus. Subject as provided in the applicable Final Terms, the only persons authorised to use this Prospectus in connection with an offer of Instruments are the persons named in or identifiable following 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. AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY INSTRUMENTS FROM AN OFFEROR WILL DO SO, AND OFFERS AND SALES OF THE INSTRUMENTS TO AN INVESTOR BY AN OFFEROR WILL BE MADE, IN ACCORDANCE WITH ANY TERMS AND OTHER ARRANGEMENTS IN PLACE BETWEEN SUCH OFFEROR AND SUCH INVESTOR INCLUDING AS TO PRICE, ALLOCATIONS AND SETTLEMENT ARRANGEMENTS. THE ISSUERS WILL NOT BE A PARTY TO ANY SUCH ARRANGEMENTS WITH INVESTORS (OTHER THAN THE DEALERS) IN CONNECTION WITH THE OFFER OR SALE OF THE INSTRUMENTS AND, ACCORDINGLY, THIS PROSPECTUS AND ANY FINAL TERMS WILL NOT CONTAIN SUCH INFORMATION. THE INVESTOR MUST LOOK TO THE OFFEROR AT THE TIME OF SUCH OFFER FOR THE PROVISION OF SUCH INFORMATION. THE ISSUERS HAVE NO RESPONSIBILITY TO AN INVESTOR IN RESPECT OF SUCH INFORMATION. This Prospectus should be read and construed with any amendment or supplement thereto and with any other documents incorporated by reference (see “Documents Incorporated by Reference”) and should be read and construed on the basis that such documents are incorporated in and form part of this Prospectus. Each Issuer has confirmed to the Dealers and Deutsche Trustee Company Limited (the “Trustee”) that this Prospectus is true, accurate and complete in all material respects and is not misleading; that the opinions and intentions expressed herein are honestly held and based on reasonable assumptions; that there are no other facts in relation to the information contained or incorporated by reference in this Prospectus the omission of which would, in the context of the Programme or the issue of Instruments, make any statement herein or opinions or intentions expressed herein misleading in any material respect; and that all reasonable enquiries have been made to verify the foregoing. Each Issuer has further confirmed to the Dealers and the Trustee that this Prospectus (together with the relevant Final Terms) contains all such information as may be required by all applicable laws, rules and regulations. No person has been authorised by EDP, EDP B.V., any of the Dealers or the Trustee to give any information or to make any representation not contained in or not consistent with this Prospectus or any other document entered into in relation to the Programme or any information supplied by EDP and/or EDP B.V. or such other information as is in the public domain and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuers, any of the Dealers, or the Trustee. Neither the Dealers nor the Trustee have independently 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 or incorporated in this Prospectus or any other information provided by the Issuers in connection with the Programme. No Dealer or the Trustee accepts any liability in relation to the information contained or incorporated by reference in this Prospectus or any other information provided by the Issuers in connection with the Programme. Neither this Prospectus nor any other information supplied in connection with the Programme or any Instruments (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuers, any of the Dealers or the Trustee that any recipient of this Prospectus or any other information supplied in connection with the Programme or any Instruments should purchase any Instruments. Each investor contemplating purchasing any Instruments should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuers. Neither this Prospectus nor any other information supplied in connection with the Programme or the issue of any Instruments constitutes an offer or invitation by or on behalf of the Issuers, any of the Dealers or the Trustee to any person to subscribe for or to purchase any Instruments. 3
Page 1: PROSPECTUS EDP - ENERGIAS DE PORTUG
Page 5 and 6: TABLE OF CONTENTS Summary of the Pr
Page 7 and 8: Registrar: Deutsche Bank Luxembourg
Page 9 and 10: estrictions and any requirements of
Page 11 and 12: Rating: Instruments issued under th
Page 13 and 14: RISK FACTORS Each of the Issuers be
Page 15 and 16: on integrated pollution prevention
Page 17 and 18: years. Variations in wind condition
Page 19 and 20: processes. Although EDP has general
Page 21 and 22: energy projects until 2009. There c
Page 23 and 24: liquidation of EDP’s customers or
Page 25 and 26: increase EDP’s cost of financing
Page 27 and 28: The Government commits to go even f
Page 29 and 30: (v) be able to evaluate (either alo
Page 31 and 32: Inverse Floating Rate Instruments.
Page 33 and 34: Change of law. Save, with respect t
Page 35 and 36: DOCUMENTS INCORPORATED BY REFERENCE
Page 37 and 38: these Final Terms and the Prospectu
Page 39 and 40: 7. [(i) Issue Date: [ ] (ii) Intere
Page 41 and 42: (vi) Screen Rate Determination: - R
Page 43 and 44: (iii) Provisions applicable where c
Page 45 and 46: 26. Additional Financial Centre(s)
Page 47 and 48: PART B - OTHER INFORMATION 1. LISTI
Page 49 and 50: 5. YIELD (Fixed Rate Instruments on
Page 51 and 52: [Details of the minimum and/or maxi
Page 53 and 54:
1. Issuer: [EDP - Energias de Portu
Page 55 and 56:
(i) Rate[(s)] of Interest: [ ] per
Page 57 and 58:
(iv) Day Count Fraction in relation
Page 59 and 60:
23. Final Redemption Amount of each
Page 61 and 62:
(ii) Date of Subscription Agreement
Page 63 and 64:
3. INTERESTS OF NATURAL AND LEGAL P
Page 65 and 66:
8. OPERATIONAL INFORMATION (i) ISIN
Page 67 and 68:
Copies of the Trust Deed, the Agenc
Page 69 and 70:
Coupons appertaining thereto other
Page 71 and 72:
(B) in the case of Fixed Rate Instr
Page 73 and 74:
Paying Agent were acting as Calcula
Page 75 and 76:
(vi) if "30E/360" or "Eurobond Basi
Page 77 and 78:
Paying Agent outside the United Sta
Page 79 and 80:
7. Redemption and Purchase 7.1 Rede
Page 81 and 82:
(ii) five days after the date on wh
Page 83 and 84:
B.V. is the Issuer), EDP or any Mat
Page 85 and 86:
in such place as may be required by
Page 87 and 88:
unless indemnified to its satisfact
Page 89 and 90:
PROVISIONS RELATING TO THE INSTRUME
Page 91 and 92:
(D) Amendment to Conditions deliver
Page 93 and 94:
General BOOK ENTRY INSTRUMENTS HELD
Page 95 and 96:
USE OF PROCEEDS The net proceeds fr
Page 97 and 98:
5. EDP warrants and agrees that its
Page 99 and 100:
1. OVERVIEW EDP GROUP EDP - Energia
Page 101 and 102:
target two years in advance, as the
Page 103 and 104:
generation in Europe, the United St
Page 105 and 106:
In 2008, EDP increased its biomass
Page 107 and 108:
usiness unit). The Energy Services
Page 109 and 110:
EDP Renováveis has a comprehensive
Page 111 and 112:
EDP’s energy business in Brazil G
Page 113 and 114:
change in market structure, increas
Page 115 and 116:
Managing Emissions For the first pe
Page 117 and 118:
Directive 2009/72/EC focuses on com
Page 119 and 120:
farms that were already in operatio
Page 121 and 122:
and include, among others, restrict
Page 123 and 124:
esort supplier), which had been com
Page 125 and 126:
Natural Gas Supply Under the Natura
Page 127 and 128:
· The Tariff Regulation The Tariff
Page 129 and 130:
in 2003 applicable to all economic
Page 131 and 132:
Royal Decree-Law no. 661/2007, esta
Page 133 and 134:
The Spanish gas market has develope
Page 135 and 136:
costs of power supply, transmission
Page 137 and 138:
imposition of civil penalties of up
Page 139 and 140:
Even though it is EDP's understandi
Page 141 and 142:
Nuno Maria Pestana de Almeida Alves
Page 143 and 144:
Coordinator of Contacto@ICEP, an in
Page 145 and 146:
managing positions in a number of P
Page 147 and 148:
The current specialised committees
Page 149 and 150:
The committee currently consists of
Page 151 and 152:
FINANCIAL STATEMENTS OF THE EDP GRO
Page 153 and 154:
Consolidated Statement of Financial
Page 155 and 156:
EDP FINANCE B.V. INCORPORATION, DUR
Page 157 and 158:
TAXATION The following is a general
Page 159 and 160:
The annual positive difference betw
Page 161 and 162:
the relevant date for payment of an
Page 163 and 164:
CERTIFICATE FOR EXEMPTION FROM PORT
Page 165 and 166:
The undersigned beneficiary: STATEM
Page 167 and 168:
STATEMENT FOR EXEMPTION FROM PORTUG
Page 169 and 170:
EU Savings Directive Portugal has i
Page 171 and 172:
Generally, gift and inheritance tax
Page 173 and 174:
epresented and agreed, and each fur
Page 175 and 176:
elation thereto, in any country or
Page 177 and 178:
the Paying Agents for the time bein
Page 179 and 180:
REGISTERED OFFICE OF EDP FINANCE B.
Page 181:
181
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edp – energias de portugal, sa edp finance bv €12500000000 - CMVM

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