This <strong>Prospectus</strong> is to be read and construed in conjunction with the documents incorporated by reference in this<strong>Prospectus</strong> (see “Documents Incorporated by Reference” below) which have been previously published and approvedby the Commission de surveillance du secteur financier in Luxembourg and which shall be deemed to beincorporated by reference in, and form part of, this <strong>Prospectus</strong> (except to the extent so specified in, or to the extentinconsistent with, this <strong>Prospectus</strong>).No person has been authorised to give any information or to make any representation other than those contained inthis <strong>Prospectus</strong> in connection with the issue or sale of the Notes and, if given or made, such information orrepresentation must not be relied upon as having been authorised by the Issuer or any of the Managers (as defined inthe Economic Terms and Conditions). Neither the delivery of this <strong>Prospectus</strong> nor the offering, sale or delivery of theNotes shall, under any circumstances, create any implication that there has been no change in the affairs of theIssuer or its respective consolidated subsidiaries and affiliates as a whole (together with the Issuer, the “Group”) sincethe date hereof or that there has been no adverse change in the financial position of the Issuer or the Group since thedate hereof or that any other information supplied in connection with this <strong>Prospectus</strong> is correct as of any timesubsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.The distribution of this <strong>Prospectus</strong> and the offering or sale of the Notes in certain jurisdictions may be restricted bylaw. Persons into whose possession this <strong>Prospectus</strong> comes are required by the Issuer and the Managers to informthemselves about and to observe any such restriction. The Notes have not been and will not be registered under theUnited States Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority ofany state or other jurisdiction of the United States. Subject to certain exceptions, Notes may not be offered or soldwithin the United States or to a U.S. person. For a description of certain restrictions on offers and sales of Notes andon distribution of this <strong>Prospectus</strong>, see “Subscription and Sale” in the <strong>Base</strong> <strong>Prospectus</strong> (for which purpose, referencestherein to the “<strong>Base</strong> <strong>Prospectus</strong>” shall be deemed to include references to this <strong>Prospectus</strong>) and the Economic Termsand Conditions herein.This <strong>Prospectus</strong> does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Managers tosubscribe for, or purchase, any Notes.In connection with the issue of the Notes, the Managers will act as stabilising managers (the “Stabilising Managers”).The Stabilising Managers (or persons acting on behalf of the Stabilising Managers) may over-allot Notes or effecttransactions with a view to supporting the market price of the Notes at a level higher than that which might otherwiseprevail. However, there is no assurance that the Stabilising Managers will undertake stabilisation action. Anystabilisation action may begin on or after the date on which adequate public disclosure of the final terms of the offerof the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days afterthe issue date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilisation action or overallotmentshall be conducted in accordance with applicable laws and rules.A08872560 2
TABLE OF CONTENTSPageDOCUMENTS INCORPORATED BY REFERENCE......................................................................................4PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS................................12RISK FACTORS.........................................................................................................................................13TERMS AND CONDITIONS OF THE NOTES.............................................................................................14ANNEX I CHANGE OF CONTROL ............................................................................................................19ANNEX II FORM OF PUT OPTION NOTICE..............................................................................................21ANNEX III ADJUSTMENT OF INTEREST RATE.......................................................................................23DESCRIPTION OF THE ISSUER ................................................................................................................25GENERAL INFORMATION .......................................................................................................................38A08872560 3