Prospectus - Hypo Alpe-Adria-Bank AG

More documents

Recommendations

Info

I. General General Description of the Programme Under the Programme, Hypo Alpe-Adria-Bank International AG may from time to time issue Notes to one or more of the following Dealers: Bayerische Hypo- und Vereinsbank AG, BNP PARIBAS, Credit Suisse First Boston (Europe) Limited, Deutsche Bank Aktiengesellschaft, J.P. Morgan Securities Ltd., Merrill Lynch International, Morgan Stanley, UBS Limited and any additional Dealer appointed under the Programme by the Issuer from time to time (each a “Dealer”, and together, the “Dealers”) which appointment may be for a specific issue or on an ongoing basis. The maximum aggregate principal amount of the Notes at anyone time outstanding under the Programme will not exceed Euro 13,000,000,000 (or its equivalent in any other currency). The Issuer may increase the amount of the Programme in accordance with the terms of the Dealer Agreement from time to time. Under the Programme, Hypo Alpe-Adria-Bank International AG may issue Notes in the form of inter alia Fixed Rate Notes, Floating Rate Notes, Index Linked Notes, Dual Currency Notes, Zero Coupon Notes and any other type of Note on which Hypo Alpe-Adria-Bank International AG and the relevant Dealer(s) may agree. Notes may be issued in bearer form and in registered form. Notes under the Programme may also be issued as Pfandbriefe in accordance with the Austrian Act Concerning Pfandbriefe and Related Bonds of Public Law Credit Institutions (Gesetz über die Pfandbriefe und verwandte Schuldverschreibungen öffentlich-rechtlicher Kreditanstalten) in bearer and registered form. Notes will be issued on a continuous basis to one or more of the Dealers. Notes may be distributed by way of public offer or private placements and, in each case, on a syndicated or non-syndicated basis. The method of distribution of each Tranche will be stated in the relevant Final Terms. Notes in bearer form will be issued in tranches (each a “Tranche”), each Tranche consisting of Notes which are identical in all respects. One or more Tranches, which are expressed to be consolidated and forming a single series and are identical in all respects, but may have different issue dates, interest commencement dates, issue prices and dates for first interest payments, may form a series (“Series”) of Notes. Further Notes may be issued as part of existing Series. The specific terms of each Tranche will be set forth in the applicable Final Terms. Subject to any applicable legal or regulatory restrictions, notably the Austrian Act concerning Pfandbriefe and Related Bonds of Public Law Credit Institutions (Gesetz über die Pfandbriefe und verwandten Schuldverschreibungen öffentlich-rechtlicher Kreditanstalten), and requirements of relevant central banks, monetary or other authorities, Notes may be issued in euro or any other currencies as may be agreed between the Issuer and the relevant Dealer(s). Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer(s) and as indicated in the applicable Final Terms save that the minimum denomination of the Notes will be, if in euro, 3 1,000, or if in any currency other than euro, in an amount in such other currency equal to or exceeding the equivalent of 5 1,000 at the time of the issue of the Notes. Notes may be issued at an issue price which is at par or at a discount to, or premium over, par. Application has been made to list and trade Notes in bearer form to be issued under the Programme on the regulated market of the Luxembourg Stock Exchange (Regulated Market “Bourse de Luxembourg”). The Programme provides that Notes in bearer form may be listed on other or further stock exchanges including, but not limited to, the Frankfurt Stock Exchange and the Vienna Stock Exchange, as may be agreed between the Issuer and the relevant Dealer(s) in relation to each Tranche. Notes may further be issued under the Programme which will not be listed on any stock exchange. Notes in registered form will not be listed on any stock exchange. Notes will be accepted for clearing through one or more Clearing Systems as specified in the applicable Final Terms. These systems will include those operated by Oesterreichische Kontrollbank 6
Aktiengesellschaft (“OeKB”), Clearstream Banking AG, Frankfurt am Main (“CBF”), Clearstream Banking sociØtØ anonyme, Luxembourg (“CBL”) and Euroclear Bank S. A./N. V., as operator of the Euroclear System (“Euroclear”). Banque de Luxembourg S. A. will act as Luxembourg Listing Agent. Deutsche Bank Aktiengesellschaft (the “Fiscal Agent”) will act as fiscal agent in relation to Notes in bearer form other than Pfandbriefe and in relation to Notes, including Pfandbriefe, in registered form. Hypo Alpe-Adria-Bank International AG (the “Austrian Fiscal Agent”) will act as Austrian fiscal agent in relation to Pfandbriefe in bearer form. Banque du Luxembourg S. A. and other institutions, all as indicated in the applicable Final Terms, will act as paying agents (the “Paying Agents”) under the Programme. II. Issue Procedures General for Notes in Bearer Form The Issuer and the relevant Dealer(s) will agree on the terms and conditions applicable to each particular Tranche of Notes (“Conditions”). The Conditions will be constituted by the Terms and Conditions of the Notes set forth below (“Terms and Conditions”) as completed, modified, supplemented or replaced, in whole or in part, by the provisions of the Final Terms. The Final Terms relating to each Tranche of Notes will specify: – whether the Conditions will be in the German language or the English language or both (and, if both, whether the German language version or the English language version is controlling); and – whether the Conditions are to be Long-Form Conditions or Integrated Conditions (each as described below). As to the controlling language of the respective Conditions, the Issuer anticipates that, in general, subject to any stock exchange or legal requirements applicable from time to time, and unless otherwise agreed between the Issuer and the relevant Dealer(s): – in the case of Notes sold and distributed on a syndicated basis, German will be the controlling language. – in the case of Notes publicly offered, in whole or in part, in the Republic of Austria and/or the Federal Republic of Germany, or distributed, in whole or in part, to non-professional investors in the Republic of Austria and/or the Federal Republic of Germany, German will be the controlling language. If, in the event of such public offer or distribution to non-professional investors, however, English is chosen as the controlling language, a German language translation of the Conditions will be available from the principal office of the Fiscal Agent and Hypo Alpe-Adria-Bank International AG, as specified on the back cover of this Prospectus. As to whether Long-Form Conditions or Integrated Conditions will apply, the Issuer anticipates that: – Long-Form Conditions will generally be used for Notes sold on a non-syndicated basis and which are not publicly offered and which are distributed to professional investors. – Integrated Conditions will generally be used for Notes sold and distributed on a syndicated basis. Integrated Conditions will be required where the Notes are to be publicly offered, in whole or in part, or are to be distributed, in whole or in part, to non-professional investors. Long-Form Conditions If the Final Terms specify that Long-Form Conditions are to apply to the Notes, the provisions of the applicable Final Terms and the Terms and Conditions, taken together, shall constitute the Conditions. Such Conditions will be constituted as follows: 7
Page 1 and 2: This document constitutes two base
Page 3 and 4: description of the restrictions app
Page 5: Business and Development Hypo Alpe-
Page 9 and 10: Summary The following constitutes t
Page 11 and 12: lic guarantees also fade out by 1 A
Page 13 and 14: Legal Name, Registration, Date of I
Page 15 and 16: The members of the Supervisory Boar
Page 17 and 18: Fixed Rate Notes Fixed Rate Notes b
Page 19 and 20: Redemption The applicable Final Ter
Page 21 and 22: German Translation of the Summary D
Page 23 and 24: Gesamtschuldner, falls die Verpflic
Page 25 and 26: Abschlussprüfer Zusammenfassung de
Page 27 and 28: Consultants Die Hypo Alpe-Adria-Con
Page 29 and 30: für die Emittentin oder die releva
Page 31 and 32: Schuldverschreibungen mit indexabh
Page 33 and 34: Status der Schuldverschreibungen Ni
Page 35 and 36: A-1+ (Short-term issue credit ratin
Page 37 and 38: A change in the value of any curren
Page 39 and 40: Subordinated Notes The obligations
Page 41 and 42: The current representatives of the
Page 43 and 44: The members of the Supervisory Boar
Page 45 and 46: 31.12.2004 previous year EQUITYAND
Page 47 and 48: INCOME STATEMENT (AUDITED) OF HYPO
Page 49 and 50: Auditing of Historical Annual Finan
Page 51 and 52: agreements EUR 146 m and equity iss
Page 53 and 54: Italy Originally specialised in lea
Page 55 and 56: The project companies established i
Page 57 and 58:
Business and Development Liechtenst
Page 59 and 60:
Terms and Conditions of the Notes E
Page 61 and 62:
[In the case of unsubordinated Note
Page 63 and 64:
“Interest Period” means each pe
Page 65 and 66:
the expiry of the day preceding the
Page 67 and 68:
other than taxation reasons insert:
Page 69 and 70:
[If the Notes are subject to Early
Page 71 and 72:
§7 TAXATION All amounts payable in
Page 73 and 74:
(a) in § 7 and § 5(2) an alternat
Page 75 and 76:
B. TERMS AND CONDITIONS OF PFANDBRI
Page 77 and 78:
“Interest Determination Date” m
Page 79 and 80:
[In the case of Zero Coupon Notes i
Page 81 and 82:
[(1)] Redemption at Maturity. §5 R
Page 83 and 84:
§8 PRESCRIPTION, PRECLUSION (1) In
Page 85 and 86:
PART II - ADDENDA TO THE BASIC TERM
Page 87 and 88:
[§ 6 (AGENTS) to be replaced in it
Page 89 and 90:
B. PFANDBRIEFE IN REGISTERED FORM T
Page 91 and 92:
Fiscal Agent: Deutsche Bank Aktieng
Page 93 and 94:
Teil I - GRUNDBEDINGUNGEN A. EMISSI
Page 95 and 96:
den Zeitraum vom [den letzten dem F
Page 97 and 98:
etreffende Zinsperiode, den bzw. di
Page 99 and 100:
[Falls Actual/Actual (ISDA) anwendb
Page 101 and 102:
[Im Fall von Raten-Schuldverschreib
Page 103 and 104:
onsstelle während der normalen Ges
Page 105 and 106:
(b) wegen einer gegenwärtigen oder
Page 107 and 108:
§[11] BEGEBUNG WEITERER SCHULDVERS
Page 109 and 110:
B. EMISSIONSBEDINGUNGEN FÜR AUF DE
Page 111 and 112:
(2) Zinssatz. [Bei Bildschirmfestst
Page 113 and 114:
die Börse verlangen, baldmöglichs
Page 115 and 116:
Zahltag am jeweiligen Geschäftsort
Page 117 and 118:
Die Emissionsstelle[,] [und] [die Z
Page 119 and 120:
Emittentin Partei sind, seine Recht
Page 121 and 122:
ten oder, auf Wunsch des einreichen
Page 123 and 124:
Gläubiger hierüber gemäß § [12
Page 125 and 126:
Abtretungserklärung angegeben, auf
Page 127 and 128:
pflichtungen gegenüber dem Gläubi
Page 129 and 130:
Part I.: Terms and Conditions Teil
Page 131 and 132:
CURRENCY, DENOMINATION, FORM, CERTA
Page 133 and 134:
INTEREST (§ 3) ZINSEN (§ 3) r Fix
Page 135 and 136:
ISDA Determination ( 13 ) [specify
Page 137 and 138:
Instalment Date(s) [ ] Ratenzahlung
Page 139 and 140:
Other (specify) [ ] Sonstige (angeb
Page 141 and 142:
Estimated total expenses of the iss
Page 143 and 144:
Details Relating to the Performance
Page 145 and 146:
Listing(s) [Yes/No] Börsenzulassun
Page 147 and 148:
Taxation The following is a general
Page 149 and 150:
The following is a summary descript
Page 151 and 152:
(ii) Investors subject to limited t
Page 153 and 154:
vant payments of interest or simila
Page 155 and 156:
• The aggregate interest yield on
Page 157 and 158:
Terms used in the above paragraph h
Page 159 and 160:
or any other offering material rela
Page 161 and 162:
Fiscal Agency Agreement dated 30 Se
Page 163 and 164:
Bayerische Hypo- und Vereinsbank AG
show all

Prospectus - Hypo Alpe-Adria-Bank AG

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?