GENERAL ELECTRIC CAPITAL CORP
AVVISO n.4771 | 26 Marzo 2014 | MOT - EuroMOT |
Mittente del comunicato : Borsa Italiana
Societa' oggetto dell'Avviso
: GENERAL ELECTRIC CAPITAL CORP
Testo del comunicato
Oggetto : 'EuroMOT' - Inizio negoziazioni 'GENERAL ELECTRIC CAPITAL CORP'
Si veda allegato.
Disposizioni della Borsa
Società emittente: GENERAL ELECTRIC CAPITAL CORP
Titoli: "U.S.$ Fixed Rate Notes Due 2020" (Codice ISIN XS1042118106)
"U.S.$ Floating Rate Notes Due 2020" (Codice ISIN XS1042118288)
Società di Rating | Long Term | Data Report |
Moody's | A1 | 02/04/2013 |
Standard & Poor's | AA+ | 02/04/2013 |
Rating Emittente:
GENERAL ELECTRIC CAPITAL CORP
Oggetto: INIZIO DELLE NEGOZIAZIONI IN BORSA
Data inizio negoziazioni: 28/03/2014
Mercato di negoziazione: Borsa - Mercato telematico delle obbligazioni (MOT),
segmento EuroMOT, 'classe euro-obbligazioni, ABS, titoli di emittenti esteri e altri titoli di debito'
Clearing: n.a.
Sistemi di regolamento: Euroclear e Clearstream
Calendario di regolamento: TARGET
Termini di liquidazione: Il terzo giorno successivo alla data di stipulazione dei
contratti di compravendita
EMS: 25.000
CARATTERISTICHE SALIENTI DEI TITOLI OGGETTO DI QUOTAZIONE
"U.S.$ Fixed Rate Notes Due 2020"
Modalità di negoziazione: corso secco
N. obbligazioni in circolazione: 252.500
Valore nominale unitario: 2.000 USD Valore nominale complessivo
delle obbligazioni in circolazione: 505.000.000 USD
Interessi: le obbligazioni frutteranno interessi lordi annui posticipati, pagabili semestralmente il 28 marzo e il 28 settembre di ogni anno fino a scadenza, in conformità a quanto specificato nei Final Terms del prestito
Modalità di calcolo dei ratei: 30E/360 Godimento: 28/03/2014
Scadenza: 28/03/2020 (rimborso alla pari in un'unica soluzione alla scadenza)
Tagli: unico da nominali 2.000 USD
Codice ISIN: XS1042118106
Codice Instrument Id: 758181
Descrizione: GENERAL ELEC TF 2,5% MZ20 USD
Importo minimo di negoziazione: 2.000 USD
"U.S.$ Floating Rate Notes Due 2020"
Modalità di negoziazione: corso secco
Per le cedole la cui determinazione avviene, come previsto dalle Condizioni Definitive del prestito, il secondo giorno lavorativo antecedente il primo giorno di godimento della cedola stessa, sarà cura dell'operatore inserire i compensi relativi ai contratti da liquidare il primo e il secondo giorno di godimento della nuova cedola dal momento in cui è noto al mercato il tasso della cedola in corso.
N. obbligazioni in circolazione: 122.500
Valore nominale unitario: 2.000 USD Valore nominale complessivo
delle obbligazioni in circolazione: 245.000.000 USD
Interessi: le obbligazioni frutteranno interessi lordi annui posticipati, pagabili trimestralmente il 28 dei mesi di marzo, giugno, settembre e dicembre di ogni anno fino a scadenza, in conformità a quanto specificato nei Final Terms del prestito
Tasso della cedola in corso: 0,64335%
Modalità di calcolo dei ratei: ACT/360 (Modified Following - Adjusted) Godimento: 28/03/2014
Scadenza: 28/03/2020 (rimborso alla pari in un'unica soluzione alla scadenza)
Tagli: unico da nominali 2.000 USD
Codice ISIN: XS1042118288
Codice Instrument Id: 758180
Descrizione: GENERAL ELEC TV LIBOR +0,41 MZ20 USD
Importo minimo di negoziazione: 2.000 USD
DISPOSIZIONI DELLA BORSA ITALIANA
Dal giorno 28/03/2014 gli strumenti finanziari "U.S.$ Fixed Rate Notes Due 2020" e "U.S.$ Floating Rate Notes Due 2020" verranno iscritti nel Listino Ufficiale, comparto obbligazionario (MOT).
Allegati:
- Final Terms dei prestiti obbligazionari;
- Terms and Conditions dei prestiti obbligazionari.
FINAL TERMS
BASE PROSPECTUS FINAL TERMS NO. 6543 (fixed)
Dated April 5, 2013 Dated March 26, 2014
SUPPLEMENTARY PROSPECTUSES
Dated May 3, 2013, May 10, 2013, June 3, 2013, June 14,
2013, June 28, 2013, August 2, 2013, September 18, 2013,
November 8, 2013, November 20, 2013, February 3, 2014
and March 4, 2014
GENERAL ELECTRIC CAPITAL CORPORATION ISSUE OF EURO MEDIUM-TERM NOTES
U.S.$ Fixed Rate Notes Due 2020
Any person making or intending to make an offer of the Notes may only do so:
(i) in the Public Offer Jurisdiction mentioned in Part B below, provided such person is of a kind specified in that paragraph and that the offer is made during the Offer Period specified in that paragraph; or
(ii) otherwise in circumstances in which no obligation arises for the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or to supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer.
Neither the Issuer nor any Manager has authorized, nor do they authorize, the making of any offer of Notes in any other circumstances.
The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the above referenced Base Prospectus and the supplemental Prospectuses dated May 3, 2013, May 10, 2013, June 3, 2013, June
14, 2013, June 28, 2013, August 2, 2013, September 18, 2013, November 8, 2013, November 20, 2013, February 3, 2014 and March 4, 2014 which together constitute a base prospectus for the purposes of the Prospectus Directive (the "Base Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. A summary of the Notes (which comprises the summary in the Base Prospectus as amended to reflect the provisions of these Final Terms) is annexed to these Final Terms. The Base Prospectus has been published on the website of the London Stock Exchange plc.
Issuer: General Electric Capital Corporation
Date on which the Notes will be consolidated and form a single Series:
Not Applicable
Specified Currency: U.S. Dollars ("U.S.$")
Settlement Date (Original Issue Date): March 28, 2014 (the "Issue Date").
Interest Commencement Date: Settlement Date
Maturity Date: March 28, 2020.
Principal Amount (in Specified Currency):
Series: U.S.$505,000,000
Tranche: As set out above at “Series”.
Price to Public (Issue Price): 99.76 per cent.
Dealer's Discount or Commission: The Lead Manager and the Distributors will receive from the Issuer an amount respectively equal to 0.6 per cent. as arrangement fees and to 1.2 per cent. as distribution fees of the Final Principal Amount of the Notes.
Specified Denominations: U.S.$2,000
In the event the Issuer is required to print definitive Notes, the Notes will be printed in the denomination of U.S.
$2,000.
Interest Basis: Fixed Rate Notes. Further particulars specified below
Redemption Basis: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount.
Further particulars specified below
Change of Interest Basis: Not Applicable
Put/Call Options: Not Applicable
Status of the Notes: Senior Notes
Subordinated Notes Date Board approval for issuance of Notes obtained: Not Applicable PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
Fixed Rate Note Provisions: Applicable
Fixed Interest Rate: 2.500 per cent. per annum Interest Payment Period: Annual Semi-Annual
Quarterly Monthly
Interest Payment Dates: Each March 28 and September 28, commencing on September 28, 2014 until, and including, the Maturity Date.
Fixed Day Count Fraction: 30/360
Determination Dates: Each Interest Payment Date
Floating Rate Note Provisions: Not Applicable
Business Day Convention: Following Business Day Convention Unadjusted
Business Days: London, England
City of New York
Additional Business Centre(s): Not Applicable
Floating Rate/Fixed Rate Notes: Not Applicable
Fixed Rate/Floating Rate Notes: Not Applicable
Adjustment of rate of interest: Not Applicable
Original Issue Discount Notes: Not Applicable
Notes issued at a premium: Not Applicable
PROVISIONS RELATING TO REPAYMENT AND REDEMPTION
Notice periods for Condition 7.2 ("Tax Redemption") Minimum period: 30 days
Maximum period: 60 days
Issuer Optional Redemption Date(s): Not Applicable
Noteholder Optional Redemption Date(s): Not Applicable
Final Redemption Amount: 100.00 per cent.
Amortizing Notes: Not Applicable
FORM OF NOTES
Temporary Bearer Global Note to Permanent Bearer Global Note Temporary Bearer Global Note to definitive Notes
Bearer Notes exchangeable for Registered Notes New Global Note
Classic Safekeeping Structure for Registered Global Note
New Safekeeping Structure for Registered Global Note
REDENOMINATION
Issuer option to redenominate Notes: Not Applicable
Certain information regarding ratings set out under "Ratings" in Part B of these Final Terms has been extracted from the websites of Moody's (as defined below) and S&P (as defined below), as applicable. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by Moody's and S&P, no facts have been omitted which would render the reproduced information inaccurate or misleading.
PART B - OTHER INFORMATION
Listing:
Listed on the Official List of the UK Listing Authority and an application has been made for the Notes to be admitted to trading on the London Stock Exchange's regulated market with effect from on or around the Issue Date.
Listed on the MOT – Segment EuroMOT pursuant to Borsa Italiana resolution no. LOL-001921 of March 7, 2014 and an application has been made for the Notes to be admitted to trading on the MOT – Segment EuroMOT starting from the Issue Date.
The first day of trading of the Notes will be provided by Borsa Italiana S.p.A. pursuant to article 2.4.3 of the Rules of the markets organized and managed by Borsa Italiana S.p.A.
Ratings:
The Notes to be issued are expected to be rated:
AA+ (stable outlook) by S&P and A1 (stable outlook) by Moody's
Obligations rated "A" by Moody's are judged to be upper-medium grade and are subject to low credit risk. Moody's appends numerical modifiers 1, 2, and 3 to each generic rating classification from "Aa" through "Caa". The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category.An obligation rated 'AA' by S&P differs from the highest-rated obligations only to a small degree. The obligor's capacity to meet its financial commitment on the obligation is very strong. The ratings of S&P from "AA" to "CCC" may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
Interests of Natural and Legal Persons Involved in the Issue
Save for any fees payable to the Lead Manager (as defined below) and the Distributors (as defined below) and as discussed in the paragraphs below, so far as the Issuer is aware without inquiry, no person involved in the issue of the Notes has an interest material to the offer.
Investors’ attention is drawn to the circumstance that:
Banca IMI S.p.A. is a subsidiary of and subject to the direction and co-ordination of Intesa Sanpaolo S.p.A. and belongs to the Intesa Sanpaolo banking group. Certain Distributors also belong to the Intesa Sanpaolo banking group; participation relationships of the Lead Manager with certain Distributors belonging to the same banking group could result in a conflict of interest.
Intesa Sanpaolo S.p.A., through its subsidiaries, has made significant financing, according to its internal policies and procedures, to companies of the group of the Issuer and this may result in a conflict of interest.
Banca IMI S.p.A. acting as Lead Manager and the Distributors belonging to the Intesa Sanpaolo banking group will receive from the Issuer an amount respectively equal to the commissions as set out under item “Dealer’s Discount or Commission” of these Final Terms.
The Lead Manager and its affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.
In addition to the role that Banca IMI S.p.A. plays as Lead Manager of the Offer, Banca IMI S.p.A. could be counterparty to a swap agreement related to the hedging of the Notes.
Banca IMI S.p.A. performs activities (including market making on regulated and MTF markets) and provides investment services which may relate to the financial instruments issued by the Issuer or by companies of the group of the Issuer or other instruments linked to these.
Reasons for the Offer, Estimated Net Proceeds and Total Expenses
Reasons for the offer: The net proceeds from the issue of Notes will be added to the general funds of the Issuer and will be available for financing its operations.
Estimated net proceeds to Issuer (in Specified Currency):
U.S.$ 494,698,000.
Yield
Indication of yield: 2.544 per cent.
The yield is calculated at the Issue Date on the basis of the Issue Price, using the formula set out set out in the Base Prospectus (see "General Information – Yield"). It is not an indication of future yield.
Operational Information
ISIN: XS1042118106
Common Code: 104211810
WKN: Not Applicable
Names and addresses of
additional Paying Agent(s) (if any):
Not Applicable
Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s):
Not Applicable
Distribution
The Notes will be distributed without any underwriting commitment by the Distributors as defined below, lead managed by Banca IMI S.p.A. also in its capacity as lead manager (responsabile del collocamento) (the "Lead Manager") pursuant to a supplemental distribution agreement dated March 7, 2014 between the Issuer, the Lead Manager and the Distributors (the "Supplemental Distribution Agreement") which is supplemental to the Fourteenth Amended and Restated Distribution Agreement dated April 5, 2013, among the Issuer, GE Capital Australia Funding Pty. Ltd., GE Capital European Funding, GE Capital UK Funding and the Dealers named therein (the "Distribution Agreement"). No undertakings have been made by the Lead Manager, the Distributors, or third parties to underwrite, or guarantee the outcome of the offer in connection of any minimum amount of, the Notes.
To the extent that any of the Distributors are not named as Dealers in the Distribution Agreement, the Issuer has appointed them as Dealers thereunder for this transaction pursuant to the Supplemental Distribution Agreement.
The Lead Manager will act as Responsabile del Collocamento as defined under article 93-bis of the Legislative Decree of 24 February 1998, n. 58, as subsequently amended (the "Financial Services Act").
The Notes will be publicly offered to the public at large in Italy (the "Public Offer Jurisdiction") only in accordance with applicable laws and regulations and, in particular, pursuant to Articles 9 and 11 of CONSOB Regulation 14 May 1999, n. 11971, as amended ("Regulation No. 11971"), pursuant to Articles 14, 17 and 18 of the Prospectus Directive and the applicable implementing provisions and under the terms of this Final Terms in particular as set out under “Part B – Other Information – Information in respect of Public Offers of Notes”.
In the Supplemental Distribution Agreement, each party thereto has made customary representations, warranties and undertakings, including, without limitation, and as far as the Lead Manager is concerned, representations and warranties relating to distribution activities, the application process and the relevant conflict of interests.
The Lead Manager and the Distributors will receive from the Issuer an amount respectively equal to 0.6 per cent. as arrangement fees and to 1.2 per cent. as distribution fees of the Final Principal Amount of the Notes. No selling commission will be payable by the Issuer.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act.
Information in respect of Public Offers of Notes
Applicable
Public Offer where there is no exemption from the obligation under the Prospectus Directive to publish a prospectus:
An offer of the Notes may be made by the Lead Manager and the Distributors (as defined below) (together with any other entity appointed for the distribution of Notes during the Offer Period, the "Authorized Distributors") other than pursuant to Article 3(2) of the Prospectus Directive in Italy (the "Public Offer Jurisdiction") during the period from 9.00 CET on March 10, 2014 until 13.30 CET on March 21, 2014, unless extended, cancelled or early closed (such period, as it may be extended or, in the case of early closure, shortened, the "Offer Period"). The Offer Period shall last at least five Business Days (the "Minimum Offer Period").
Notes can be distributed by Distributors through door-to-door selling (fuori sede) solely from 9.00 CET on March 10, 2014 to
17.00 CET on March 14, 2014, subject to early closure of the Offer or extension of the Offer Period. In any case, in the event of early closure of the Offer (i) the expiry time will be 13.30 CET of the relevant early closing date, and (ii) where the early closing date of the Offer should fall on March 14, 2014, the expiry time will be 17.00 CET.
Early Closure
Without prejudice to the Minimum Offer Period, the Issuer has the right to early close the Offer Period at any time at its sole discretion even where the subscription applications received by the Distributors in respect of the Notes and the Floating Rate Notes are not in excess of the Maximum Principal Amount or, where the Issuer has increased the Principal Amount of the
Notes offered for subscription, are not in excess of the Increased Maximum Principal Amount.
A decision to effect an early closure of the Offer shall be immediately made public by the Issuer by means of a notice published on Borsa Italiana's website and in a leading daily newspaper with general circulation in Italy (which is expected to be "Il Sole 24 Ore" or "MF"). The early closure of the Offer shall be effective from the day following the day of publication of the relevant notice and will also relate to distributions made through door-to-door selling and/or through distance marketing techniques.
Extension of the Offer Period
The Issuer, in agreement with the Lead Manager, has the right to extend the Offer Period. The extension of the Offer Period shall be immediately made public by the Issuer by means of a notice published on Borsa Italiana's website and in a leading daily newspaper with general circulation in Italy (which is expected to be “Il Sole 24 Ore” or “MF”) prior to the closing date of the Offer Period.
Cancellation of the Offer
The Lead Manager reserves the right, between the date of the publication of these Final Terms and the Issue Date, to cancel the Offer, upon occurrence of certain circumstances set out in the Supplemental Distribution Agreement. The Issuer reserves the right, between the date of the publication of these Final Terms and the day preceding the beginning of the Offer Period to cancel the Offer, as set out in the Supplemental Distribution Agreement.
Where the principal amount of Notes in respect of which subscription applications have been validly tendered from the public at large during the Offer Period (as it may be shortened in case of early closure or extended) is lower than the Minimum Fixed Rate Notes Amount, the Offer and issue of the Notes shall be cancelled and no Notes will be issued.
In addition, the Offer and the issue of the Notes shall be cancelled in the event the Supplemental Distribution Agreement is terminated for any reason.
The cancellation of the Offer and the issue of the Notes shall be immediately notified by the Issuer by means of a notice published on Borsa Italiana's website and in a leading daily newspaper with general circulation in Italy (which is expected to be "Il Sole 24 Ore" or "MF").
Upon cancellation of the Offer and of the issue of the Notes, all subscription applications will become void and of no effect, without further notice.
For the avoidance of doubt, if any application has been made by a potential investor and the Issuer or the Lead Manager exercises their right to cancel the Offer or the Offer is otherwise cancelled, such potential investor shall not be entitled to receive any Notes.
Eligible Investors
The Offer is addressed to the public at large in Italy only, with the exception of Qualified Investors, as defined by art. 2 of the Prospectus Directive as implemented by art. 100 of the Italian Financial Services Act and art. 34-ter paragraph 1 lett. b) of Regulation No. 11971 (other than (i) the natural persons being professional clients upon request as per Annex 3 section II of Consob Xxxxxxxxxx Xx. 00000 of 29 October 2007 as amended,
(ii) management companies authorized to provide investment portfolio management services on an individual basis on behalf of third parties, (iii) intermediaries authorised to manage individual portfolios on behalf of third parties and (iv) companies providing investment portfolio management services through nominee registration, ("società fiduciarie autorizzate alla gestione patrimoniale di portafogli d'investimento mediante intestazione fiduciaria"), as per article 60, paragraph 4, of Legislative Decree no. 415 of 23 July 1996, which may participate in the Offer) within the limits set forth in these Final Terms.
See further particulars below.
General Consent: Not Applicable
Other conditions to consent: Not Applicable
Terms and Conditions of the Offer
Offer Price: The Notes will be offered at the Issue Price. Conditions to which the offer is subject: The Offer of the Notes is conditional on their issue.
The Lead Manager reserves the right, between the date of the publication of these Final Terms and the Issue Date, to cancel the Offer, upon occurrence of certain circumstances set out in the Supplemental Distribution Agreement dated March 7, 2014 between the Issuer, the Lead Manager and the Distributors.
The Issuer reserves the right, between the date of the publication of these Final Terms and the day preceding the beginning of the Offer Period to cancel the Offer, as set out in the Supplemental Distribution Agreement.
Description of the application process: During the Offer Period, investors may apply for subscription
of the Notes during normal Italian banking hours at the offices (filiali) of the Distributors by filling in, duly executing (also by
appropriate attorneys) and delivering a specific subscription form (the "Acceptance form") (Modulo di Adesione), as prepared by the Lead Manager. Acceptance forms are available at each Distributors’ office.
Applicants having no client relationship with the Distributor with whom the Acceptance form is filed may be required to open a current account or to make a temporary non interest bearing deposit of an amount equal to the counter-value of the Notes requested, calculated on the basis of the Issue Price of the Notes. In the event that the Notes are not allotted or only partially allotted, the total amount paid as a temporary deposit, or any difference with the counter-value of the Notes allotted, will be repaid to the applicant without charge by the Settlement Date.
Multiple applications may be filled in and delivered by the same applicants with the same or different Distributor, without prejudice to the circumstance that for the purposes of the allocation each applicant will be considered individually independently of the number of Acceptance forms delivered.
Without prejudice to the provisions applicable to publication of supplements under article 16 of the Prospectus Directive as implemented from time to time, and to those applicable to distribution of Notes through door-to-door selling, as specified below, applications may not be revoked and may not be subject to conditions. After submission of the Acceptance forms, investors may not reduce the amount of their application.
Companies providing investment portfolio management services through nominee registration, ("società fiduciarie autorizzate alla gestione patrimoniale di portafogli d'investimento mediante intestazione fiduciaria") as per article 60, paragraph 4, of Legislative Decree no. 415 of 23 July 1996, in order to participate in the offer solely on behalf of their clients, must complete the relevant Acceptance form for each client by entering the client’s fiscal code in the appropriate box.
Investors may also submit their applications to participate in the Offer through parties authorised to perform individual investment portfolio management services pursuant to Financial Services Act, provided that these parties sign the appropriate form in the name and on behalf of the applicant, and through intermediaries authorised to receive and transmit orders, pursuant to the Financial Services Act, on the conditions provided for by CONSOB regulations from time to time applicable.
Distributors which intend to distribute Notes through door-to- door selling (fuori sede) pursuant to article 30 of the Financial Services Act will collect the Acceptance forms both directly at their branches and offices and through financial promoters
(promotori finanziari) pursuant to Article 31 of the Financial Services Act.
Pursuant to article 30, paragraph 6 of the Financial Services Act, the validity and enforceability of contracts entered into through financial promoters (door-to-door selling) is suspended for a period of 7 (seven) days after the investor's acceptance of the same. Within such period investors may communicate their withdrawal to the relevant Distributor without any charge or commission.
In the event of publication of a supplement to the Base Prospectus as provided by the Prospectus Directive, investors who have already agreed to subscribe for the Notes before the supplement is published shall have the right, exercisable within a time limit indicated in the supplement, to withdraw their applications by a written notice to the Distributor who has received such application. The final date of the right of withdrawal will be stated in the relevant supplement.
Applications received by the Distributors prior to the start of the Offer Period or after the closing date of the Offer Period, will be considered as not having been received and shall be void.
Interest on the Notes will be U.S.-source income for U.S. federal income tax purposes and therefore generally will be subject to U.S. withholding tax unless holders comply with certain documentation requirements. In that regard, certain requirements that originally were scheduled to enter into effect for debt instruments issued after December 31, 2013 now will apply only to debt instruments issued after June 30, 2014, and thus those additional requirements will not apply to the Notes.
Details of the minimum and/or maximum amount of application (whether in numbers of securities or aggregate amount to invest):
The Notes may be subscribed in a minimum lot of 1 (one) Note (the "Minimum Lot") or an integral number of Notes greater than the Minimum Lot. There is no maximum amount of application.
Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
Not Applicable
Details of the method and time limits for paying up and delivering the Notes:
The Notes allotted shall be paid by the relevant investor on the Settlement Date at the offices of the Distributors who received the applications, without fees or any other expenses or commissions being charged to the applicant by the Issuer, the Lead Manager, or the Distributors.
The Notes will be issued on the Issue Date against payment by the Distributors, via the Lead Manager, to the Issuer of the subscription monies.
Upon such payment, as described above, the allotted Notes will be made available through the Lead Manager to investors by delivery in book entries form in the deposit accounts held, directly or indirectly, by the Distributors at Euroclear and/or Clearstream.
Full description of the manner and date on which results of the offer are to be made to public:
The results of the Offer and the Final Principal Amount of the Notes to be issued will be notified by the Lead Manager by means of a notice (aimed at completing in this respect the information provided within these Final Terms) published on Borsa Italiana's website and in a leading daily newspaper with general circulation in Italy (which is expected to be "Il Sole 24 Ore" or "MF") no later than the fifth Business Day (such day included) following the end of the Offer Period.
Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:
Not Applicable
Process for notification to applicants of the amount of Notes allotted and indication whether dealing may begin before notification is made:
Should the principal amount of Notes in respect of which subscription applications have been validly tendered from the public at large during the Offer Period exceed the Final Principal Amount determined by the Issuer, Notes shall be allotted by the Lead Manager on the basis of the following criteria:
(A) If the number of applicants does not exceed the number of Minimum Lots available, each applicant will be allotted an amount of Notes equal to the Minimum Lot. If after such allotment there are still Notes remaining unalloted, these will be allotted as follows:
(a) the Lead Manager, after deducting the allotted Minimum Lots, will allot the remaining Notes to applicants in proportion to the amount of Notes requested (and not satisfied) by each one of them. This proportional allotment will be rounded down, so that no fractional Notes will be allotted;
(b) if, following the allotment described in (a) above, Notes are still outstanding, these will be individually allotted by the Lead Manager to applicants who took part in the proportional allocation in (a) through a ballot to be carried out in all cases through mechanisms that allow to assess the relevant procedures and ensure the compliance with the requirements of fairness and equal treatment amongst all potential subscribers thereof.
(B) If the number of applicants exceeds the number of
Minimum Lots available (and hence it is not possible to allot the Minimum Lot to each applicant as the total amount of Notes to be issued is not enough), the Lead Manager will allot the Minimum Lots to applicants by ballot. The ballot will be carried out in all cases through mechanisms that allow to assess the relevant procedures and ensure the compliance with the requirements of fairness and equal treatment amongst all potential subscribers thereof.
Each Distributor shall notify applicants with amounts allotted after receiving notice of allotment (if any) from the Lead Manager and, in any event, before the Issue Date.
Dealings in the Notes may not commence before the Issue Date.
Details of any tranche(s) reserved for specific country:
Not Applicable
Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
Not Applicable
Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place.
The Authorized Distributors identified above, which include the following distributors (the "Distributors"):
BANCA IMI S.p.A. – INTESA SANPAOLO Group
Largo Mattioli 3 – 20121 Milan (Lead Manager and Distributor)
The following entities of the Intesa Sanpaolo banking group will also act as Distributors:
Intesa Sanpaolo S.p.A.
Xxxxxx Xxx Xxxxx, 000 -00000 Xxxxxx
XXXXX XX FIRENZE S.p.A.
Xxx Xxxxx Xxxxx, 0 -00000 Xxxxxxx
BANCA DELL’ADRIATICO S.P.A.
Xxxxx Xxxxxxx, 000, – 00000 Xxxxxx Xxxxxx
Banca di Credito Sardo S.p.A.
Xxxxx Xxxxxxx - 00000 Xxxxxxxx
BANCA DI TRENTO E BOLZANO SPA
Xxx Xxxxxxx, 00 - 00000 Xxxxxx
Banca Fideuram S.p.A.
Xxxxxx X. Xxxxxx, 00 - 00000 Xxxx (xxxx Distributor through door-to-door selling and Distributor also through Sanpaolo Invest Sim S.p.A. through door-to-door selling)
BANCA XXXXX XXXXX X.X.X.
X.xx Xxxxxx Xxxxxxxxx, 0 - 00000 Xxxxx
Banca Prossima S.p.A.
Xxxxxx Xxxxx Xxxxxxx, 00 - 00000 Xxxxxx
BANCO DI NAPOLI S.P.A.
Xxx Xxxxxx, 000 - 00000 Xxxxxx
Cassa dei Risparmi di Forlì e della Romagna S.p.A.
Xxxxx xxxxx Xxxxxxxxxx, 00 - 00000 Xxxxx
Cassa di Risparmio del Friuli Venezia Giulia S.p.A.
Xxxxx Xxxxx, 000 - 00000 Xxxxxxx Cassa di Risparmio del Veneto Spa Xxxxx Xxxxxxxxx, 00/00 - 00000 Xxxxxx
Cassa di Risparmio della Provincia di Viterbo SpA
Xxx Xxxxxxx, 000 - 00000 Xxxxxxx
Cassa di Risparmio di Civitavecchia S.p.A.
Xxxxx Xxxxxxxxxx, 00 - 00000 Xxxxxxxxxxxxx
Cassa di Risparmio di Pistoia e delle Lucchesia S.p.A.
Xxx Xxxx, 0 - 0000 Xxxxxxx
CASSA DI RISPARMIO DI RIETI S.p.A.
Xxx X. Xxxxxxxxx, 000 - 00000 Xxxxx
CASSA DI RISPARMIO DI VENEZIA S.P.A.
San Marco, 4216 - 30124 Venezia
CASSA DI RISPARMIO IN BOLOGNA SPA
Xxx Xxxxxx, 00 - 00000 Xxxxxxx
Casse di Risparmio dell’Umbria SpA
Xxxxx Xxxxxx 00/X - 00000 Xxxxx
INTESA SANPAOLO PRIVATE BANKING S.p.A.
Xxx Xxxxxx, 00 - 00000 Xxxxxx, Distributor also through door- to-door selling
Other Distributors:
BANCA AKROS S.p.A. - Gruppo Bipiemme Banca Popolare di Milano
Xxxxx Xxxxxxxx, 00 -00000 Xxxxxx
Distributor also through Banca Popolare di Milano s.c.a.r.l., and Banca Popolare di Mantova S.p.A.both being also distributors through door-to-door selling
BANCA CARIM – Cassa di Risparmio di Rimini SpA
Xxxxxx Xxxxxxx, 00 – 00000 Xxxxxx
Banca Generali S.p.A.
Xxx Xxxxxxxxxxx, 0 - 00000 Xxxxxxx, Distributor also through door-to-door selling
BANCA PASSADORE & C. S.p.A.
Xxx Xxxxxx Xxxxxxxx, 00 - 00000 Xxxxxx
Banca Popolare di Bari s.c.p.a.
Xxxxx Xxxxxx 00 – 00000 Xxxx
Distributor also through Cassa di Risparmio di Orvieto
Banca Popolare Friuladria S.p.A. (Gruppo Cariparma Credit Agricole)
Xxxxxx XX Xxxxxxxxx, 0 - 00000 Xxxxxxxxx
Banca Sella Holding S.p.A.
Xxxxxx Xxxxxxxxx Xxxxx, 0 - 00000 Xxxxxx
Distributor also through Banca Sella S.p.A., Banca Patrimoni Sella & C. S.p.A. (Banca Patrimoni Sella & C.S.p.A. also distributor through door-to-door selling )
Cassa di Risparmio di Parma SpA (Gruppo Cariparma Credit Agricole)
Xxx Xxxxxxxxxx, 0 - 00000 Xxxxx
Cassa di Risparmio della Spezia S.p.A. (Gruppo Cariparma Credit Agricole)
Xxxxx Xxxxxx, 00 - 00000 Xx Xxxxxx Cassa di Risparmio di Fermo S.p.A. Via Xxx Xxxxxxx Xxxxx, 1 – 00000 Xxxxx CREDITO VALTELLINESE s.c.
Xxxxxx Xxxxxxxxx, 0 - 00000 Xxxxxxx (Distributor also through
Credito Siciliano SpA, Cassa di Risparmio di Fano SpA)
Deutsche Bank Spa
Xxxxxx xxx Xxxxxxxxxx, 0 - 00000 Xxxxxx also Distributor through door-to-door selling
EQUITA S.I.M. S.p.A.
Xxx Xxxxxx, 0 - 00000 Xxxxxx Gruppo Banca Xxxxxxxx Xxx Xxxxxxxx 00, 00000 Xxxxxx ICCREA BANCA S.p.A.
Xxx Xxxxxxxx Xxxxxx 00/00 – 00000 Xxxx
INVEST BANCA S.p.A.
Xxx X. Xxxxxxxxx 00 – 00000 Xxxxxx (XX)
ISTITUTO CENTRALE DELLE BANCHE POPOLARI ITALIANE S.p.A.
Xxxxx Xxxxxx, 00 – 00000 Xxxxxx
UniCredit S.p.A.
Xxx X. Xxxxxxx, 00 - 00000 Xxxx also Distributor through door-to-door selling
ANNEX SUMMARY OF THE NOTES
Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections A
– E (A.1 – E.7). This Summary contains all the Elements required to be included in a summary for the Notes, the Issuer and the Guarantor. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in a summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element should be included in the summary explaining why it is not applicable.
Section A – Introduction and warnings
Element | |
A.1 | This summary should be read as an introduction to the Base Prospectus and the applicable Final Terms. Any decision to invest in any Notes should be based on a consideration of this Base Prospectus as a whole, including any documents incorporated by reference and the applicable Final Terms. Where a claim relating to information contained in the Base Prospectus and the applicable Final Terms is brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating the Base Prospectus and the applicable Final Terms before the legal proceedings are initiated. No civil liability will attach to the Issuers or the Guarantor in any such Member State solely on the basis of this summary, including any translation hereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Base Prospectus and the applicable Final Terms or, following the implementation of the relevant provisions of Directive 2010/73/EU in the relevant Member State, it does not provide, when read together with the other parts of this Base Prospectus and the applicable Final Terms, key information (as defined in Article 2.1(s) of the Prospectus Directive) in order to aid investors when considering whether to invest in the Notes. |
A.2 | The Notes have a denomination of less than €100,000 (or its equivalent in any other currency) and are being offered in circumstances where there is no exemption from the obligation under the Prospectus Directive to publish a prospectus. This offer is referred to as a "Public Offer". Not Applicable; There will be no resale or final placement of Notes by financial intermediaries in connection with the Public Offer. |
Section B – Issuers and Guarantor
Element | Title | |
B.1 | Legal and commercial name of the Issuer | General Electric Capital Corporation ("GE Capital") |
Element | Title | |
B.2 | Domicile/legal form/legislation/ country of incorporation | GE Capital is a corporation incorporated in the State of Delaware, U.S.A. under the laws of the State of Delaware, U.S.A. |
B.4b | Trend information | Not Applicable. There are no known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the prospects of GE Capital for its current financial year. Any decision to invest in any Notes should be based on a consideration of the Base Prospectus as a whole, including any documents incorporated by reference and the applicable Final Terms. |
B.5 | Description of the Group | GE Capital is a wholly owned direct subsidiary of General Electric Company, the ultimate parent company of the group. |
B.9 | Profit forecast or estimate | Not Applicable. No profit forecasts or estimates have been made in the Base Prospectus. |
B.10 | Audit report qualifications | Not Applicable. No qualifications are contained in any audit or review report included in the Base Prospectus. |
B.12 | Selected historical key financial information: GE Capital The table below sets out summary information extracted from GE Capital's audited statement of financial position as at December 31, 2011, 2012 and 2013:
(in millions, except share amounts) December 31, December 31, December 31, 2013 2012 2011 Assets Cash and equivalents $ 74,873 $ 61,853 $ 76,702 Financing receivables – net 253,029 268,161 288,847 Other assets 188,927 209,337 218,094
Total assets $ 516,829 $ 539,351 $ 584,643
Liabilities and equity Short-term borrowings 77,298 $ 95,940 $ 136,333 Long-term borrowings 210,279 224,776 234,391 Other liabilities 146,126 136,038 136,0119 Total liabilities $ 433,703 $ 456,754 $ 506,843
Total equity 84,126 82,597 77,800
Total liabilities and equity $ 516,829 $ 539,351 $ 584,643
There has been no material adverse change in the prospects of GE Capital since December 31, 2013. There have been no significant changes in the financial or trading position of GE Capital subsequent to December 31, 2013. | |
B.13 | Events impacting | Not Applicable. There are no recent events particular to GE Capital which are to a |
Element | Title | |
the Issuer's solvency | material extent relevant to the evaluation of the solvency of GE Capital. Any decision to invest in any Notes should be based on a consideration of the Base Prospectus as a whole, including any documents incorporated by reference and the applicable Final Terms. | |
B.14 | Dependence upon other group entities | GE Capital is not dependent on other members of the group. |
B.15 | Principal activities | GE Capital offers diversified financing and services in North America, South America, Europe, Australia and Asia. |
B.16 | Controlling shareholders | GE Capital is a wholly owned direct subsidiary of General Electric Company, the ultimate parent company of the group. |
B.17 | Credit ratings | The Notes are expected to be rated AA+ (stable outlook) by S&P and A1 (stable outlook) by Moody's. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. |
Section C – Securities
Element | Title | |
C.1 | Description of Notes/ISIN | The Notes are U.S.$ 505,000,000 2.500% Registered Senior Notes due March 28, 2020. International Securities Identification Number ("ISIN"): XS1042118106 |
C.2 | Currency | The currency of this Series of Notes is U.S. dollars ("U.S.$"). |
C.5 | Restrictions on transferability | Not Applicable. There are no restrictions on the free transferability of the Notes. |
C.8 | Rights attached to the Notes, including ranking and limitations on those rights | The Notes have terms and conditions relating to, among other matters: Status The Notes are Senior Notes. |
The Senior Notes are (i) unsecured and rank equally with all other unsecured and unsubordinated indebtedness of the Issuer and (ii) effectively junior to the liabilities of the Issuer's subsidiaries, if any. | ||
Taxation | ||
All payments in respect of Notes will be made without withholding of or deduction for, or on account of taxes or charges imposed by any governmental authority or agency in the jurisdiction of the Issuer unless required by law. In the event that any |
Element | Title | |
such withholding or deduction is made, the Issuer will, save in certain limited circumstances, be required to pay additional amounts to cover the amounts so withheld or deducted. Issuer's negative pledge The terms of the Notes will not contain a negative pledge provision. Events of default The terms of the Senior Notes will contain, amongst others, the following events of default: (a) default in payment of any interest due in respect of the Senior Notes, continuing for a period of 30 days; (b) default in payment of any principal or premium, if any, due in respect of the Senior Notes; (c) non-performance or non-observance by the Issuer of any of its other obligations under the provisions of the Senior Notes, in certain cases continuing for a period of 60 days after the date on which written notice of such non-performance or non-observance is given; (d) cross-acceleration in respect of any other series of notes or any indebtedness which GE Capital has outstanding in the aggregate principal amount of at least U.S.$100,000,000 (or its equivalent in other currencies), if such acceleration is not rescinded or annulled within ten calendar days after written notice thereof has been given to the Issuer and the Fiscal Agent by the holders of at least 25 per cent. in aggregate principal amount of the Senior Notes outstanding, provided that, if the event of default under such other series of notes or indebtedness is timely remedied, cured or waived, then the event of default under the Senior Notes shall be deemed likewise to have been remedied, cured or waived; (e) events relating to the insolvency or winding up of the Issuer. Meetings The terms of the Notes contain provisions for calling meetings of holders of such Notes to consider matters affecting their interests generally. These provisions permit defined majorities to bind all holders, including holders who did not attend and vote at the relevant meeting and holders who voted in a manner contrary to the majority. Governing law New York law. | ||
C.9 | Interest/ Redemption | Interest |
Element | Title | |
The Notes bear interest from their date of issue at a fixed rate of 2.500% per annum. The yield of the Notes is 2.544%. Interest will be paid semi-annually in arrears on March 28 and September 28 in each year. The first interest payment will be made on September 28, 2014. Redemption Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on March 28, 2020 at 100 per cent. of the nominal amount. The Notes may be redeemed early for tax reasons at par. Representative of holders Not Applicable – No representative of the Noteholders has been appointed by the Issuer. | ||
C.10 | Derivative component in the interest payments | Not Applicable – There is no derivative component in the interest payments. |
C.11 | Listing and Admission to trading in respect of Notes with a denomination of less than EUR100,000 (or its equivalent in other currencies) | Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the regulated market of the London Stock Exchange and application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the MOT– Segment EuroMOT. |
Section D – Risks
Element | Title | |
D.2 | Key risks regarding the Issuer | In purchasing Notes, investors assume the risk that the Issuer may become insolvent or otherwise be unable to make all payments due in respect of the Notes. There is a wide range of factors which individually or together could result in the Issuer becoming unable to make all payments due in respect of the Notes. It is not possible to identify all such factors or to determine which factors are most likely to occur, as the Issuer may not be aware of all relevant factors and certain factors which it currently deems not to be material may become material as a result of the occurrence of events outside the Issuer's control. The Issuer has identified a number of factors which could materially adversely affect the business of GE Capital and its consolidated subsidiaries and the ability of the Issuer to make payments under the Notes. These factors are: GE Capital's growth is subject to global economic and political risks; GE Capital is subject to a wide variety of laws, regulations and government |
Element | Title | |
policies that may change in significant ways; GE Capital is subject to legal proceedings and legal compliance risks; the success of GE Capital's business depends on achieving its strategic objectives, including through acquisitions, joint ventures, dispositions and restructurings; sustained increases in costs of pension and healthcare benefits may reduce the profitability of General Electric Company and its consolidated subsidiaries ("GE Company"); conditions in the financial and credit markets may affect the availability and cost of GE Capital funding; if conditions in the financial markets deteriorate, they may adversely affect the business and results of operations of GE Capital as well as the soundness of financial institutions and governments with which GE Capital deals; the real estate markets in which GE Capital participates are highly dependent on economic conditions, the deterioration of which may adversely affect GE Capital's business, financial position and results of operations; failure to maintain GE Capital's credit ratings could adversely affect its cost of funds and related margins, liquidity, competitive position and access to capital markets; current conditions in the global economy and the major industries GE Company serves also may materially and adversely affect the business and results of operations of GE Company's non-financial businesses; increased IT security requirements, vulnerabilities, threats and more sophisticated and targeted computer crime could pose a risk to GE Capital's systems, networks, products, solutions, services and data; GE Company may face operational failures that could have a material adverse effect on its business, reputation, financial position and results of operations, and it is dependent on maintenance of existing product lines, market acceptance of new product introductions and product innovations for continued revenue growth; GE Capital's intellectual property portfolio may not prevent competitors from independently developing products and services similar to or duplicative to GE Company's; and significant raw material shortages, supplier capacity constraints, supplier production disruptions, supplier quality and sourcing issues or price increases could increase GE Capital's operating costs and adversely impact the competitive positions of GE Company's products. |
Element | Title | |
D.3 | Key risks regarding the Notes | There are also risks associated with the Notes. These include a range of market risks (including that there may be no or only a limited secondary market in the Notes, that the value of an investor's investment may be adversely affected by exchange rate movements where the Notes are not denominated in the investor's own currency, that any credit rating assigned to the Notes may not adequately reflect all the risks associated with an investment in the Notes and that changes in interest rates will affect the value of Notes which bear interest at a fixed rate), the fact that the conditions of the Notes may be modified without the consent of the holder in certain circumstances, that the holder may not receive payment of the full amounts due in respect of the Notes as a result of amounts being withheld by the Issuer in order to comply with applicable law and that investors are exposed to the risk of changes in law or regulation affecting the value of Notes held by them. |
Section E – Offer
Element | Title | |
E.2b | Use of proceeds | The net proceeds from the issue of Notes will be added to the general funds of the Issuer and will be available for financing its, and the group's, operations. |
E.3 | Terms and conditions of the offer | This issue of Notes is being offered in a Public Offer in Italy. The issue price of the Notes (the Issue Price) is 99.76 per cent. of their nominal amount. Offer Price: The Notes will be offered at the Issue Price. Conditions to which the offer is subject: The Offer of the Notes is conditional on their issue. The Lead Manager reserves the right, between the date of the publication of the Final Terms and March 28, 2014 (the Issue Date), to cancel the Offer, upon the occurrence of certain circumstances. |
The Issuer reserves the right, between the date of the publication of the Final Terms and the day preceding the beginning of the Offer Period (as defined below) to cancel the Offer. | ||
Description of the application process: During the period commencing at 9.00 CET on March 10, 2014 until 13.30 CET on March 21, 2014, unless extended, cancelled or early closed |
Element | Title | |
(such period, as it may be extended or, in the case of early closure, shortened, the "Offer Period"), investors may apply for subscription of the Notes during normal Italian banking hours at the offices (filiali) of the Distributors (as defined below) by filling in, duly executing (also by appropriate attorneys) and delivering a specific subscription form (the "Acceptance form") (Modulo di Adesione), as prepared by the Lead Manager. Acceptance forms are available at each Distributor’s office. | ||
Applicants having no client relationship with the Distributor with whom the Acceptance form is filed may be required to open a current account or to make a temporary non interest bearing deposit of an amount equal to the counter-value of the Notes requested, calculated on the basis of the Issue Price of the Notes. In the event that the Notes are not allotted or only partially allotted, the total amount paid as a temporary deposit, or any difference with the counter-value of the Notes allotted, will be repaid to the applicant without charge by the Settlement Date. | ||
Multiple applications may be filled in and delivered by the same applicants with the same or different Distributor, without prejudice to the circumstance that for the purposes of the allocation each applicant will be considered individually independently of the number of Acceptance forms delivered. | ||
Without prejudice to the provisions applicable to publication of supplements under article 16 of the Prospectus Directive as implemented from time to time, and to those applicable to distribution of Notes through door-to-door selling, as specified below, applications may not be revoked and may not be subject to conditions. After submission of the Acceptance forms, investors may not |
Element | Title | |
o | reduce the amount of their application. Companies providing investment portfolio management services through nominee registration, ("società fiduciarie autorizzate alla gestione patrimoniale di portafogli d'investimento mediante intestazione fiduciaria") as per article 60, paragraph 4, of Legislative Decree no. 415 of 23 July 1996, in order to participate in the offer solely on behalf of their clients, must complete the relevant Acceptance form for each client by entering the client’s fiscal code in the appropriate box. Investors may also submit their applications to participate in the Offer through parties authorised to perform individual investment portfolio management services pursuant to Financial Services Act, provided that these parties sign the appropriate form in the name and on behalf of the applicant, and through intermediaries authorised to receive and transmit orders, pursuant to the Financial Services Act, on the conditions provided for by CONSOB regulations from time to time applicable. Distributors which intend to distribute Notes through door-to-door selling (fuori sede) pursuant to article 30 of the Financial Services Act will collect the Acceptance forms both directly at their branches and offices and through financial promoters (promotori finanziari) pursuant to Article 31 of the Financial Services Act. | |
Pursuant to article 30, paragraph 6 of the Financial Services Act, the validity and enforceability of contracts entered into through financial promoters (door- to-door selling) is suspended for a period of 7 (seven) days after the investor's acceptance of the same. Within such period investors may communicate their withdrawal to the relevant Distributor without any charge or commission. |
Element | Title | |
In the event of publication of a supplement to the Base Prospectus as provided by the Prospectus Directive, investors who have already agreed to subscribe for the Notes before the supplement is published shall have the right, exercisable within a time limit indicated in the supplement, to withdraw their applications by a written notice to the Distributor who has received such application. The final date of the right of withdrawal will be stated in the relevant supplement. Applications received by the Distributors prior to the start of the Offer Period or after the closing date of the Offer Period, will be considered as not having been received and shall be void. Interest on the Notes will be U.S.- source income for U.S. federal income tax purposes and therefore generally will be subject to U.S. withholding tax unless holders comply with certain documentation requirements. In that regard, certain requirements that originally were scheduled to enter into effect for debt instruments issued after December 31, 2013 now will apply only to debt instruments issued after June 30, 2014, and thus those additional requirements will not apply to the Notes. Details of the minimum and/or maximum The Notes may be subscribed in a amount of application (whether in minimum lot of 1 (one) Note (the numbers of securities or aggregate amount "Minimum Lot") or an integral to invest): number of Notes greater than the Minimum Lot. There is no maximum amount of application. Description of possibility to reduce Not Applicable subscriptions and manner for refunding excess amount paid by applicants: Details of the method and time limits for The Notes allotted shall be paid by the paying up and delivering the Notes: relevant investor on the Settlement Date at the offices of the Distributors who received the applications, without fees or any other expenses or |
Element | Title | |
commissions being charged to the applicant by the Issuer, the Lead Manager, or the Distributors. | ||
The Notes will be issued on the Issue Date against payment by the Distributors, via the Lead Manager, to the Issuer of the subscription monies. Upon such payment, as described above, the allotted Notes will be made available through the Lead Manager to investors by delivery in book entries form in the deposit accounts held, directly or indirectly, by the Distributors at Euroclear and/or Clearstream. Full description of the manner and date on The results of the Offer and the Final which results of the offer are to be made Principal Amount of the Notes to be to public: issued will be notified by the Lead Manager by means of a notice (aimed at completing in this respect the information provided within these Final Terms) published on Borsa Italiana's website and in a leading daily newspaper with general circulation in Italy (which is expected to be "Il Sole 24 Ore" or "MF") no later than the fifth Business Day (such day included) following the end of the Offer Period. Procedure for exercise of any right of pre- Not Applicable emption, negotiability of subscription rights and treatment of subscription rights not exercised: Process for notification to applicants of Should the principal amount of Notes the amount of Notes allotted and in respect of which subscription indication whether dealing may begin applications have been validly tendered before notification is made: from the public at large during the Offer Period exceed the Final Principal Amount determined by the Issuer, Notes shall be allotted by the Lead Manager on the basis of the following criteria: (A) If the number of applicants does not exceed the number of Minimum Lots available, each applicant will be allotted an amount of Notes equal to the Minimum Lot. If |
Element | Title | |
after such allotment there are still Notes remaining unalloted, these will be allotted as follows: | ||
(a) the Lead Manager, after deducting the allotted Minimum Lots, will allot the remaining Notes to applicants in proportion to the amount of Notes requested (and not satisfied) by each one of them. This proportional allotment will be rounded down, so that no fractional Note will be allotted; (b) if, following the allotment described in (a) above, any Notes are still outstanding, these will be individually allotted by the Lead Manager to applicants who took part in the proportional allocation in (a) through a ballot to be carried out in all cases through mechanisms that allow to assess the relevant procedures and ensure the compliance with the requirements of fairness and equal treatment amongst all potential subscribers thereof. (B) If the number of applicants exceeds the number of Minimum Lots available (and hence it is not possible to allot the Minimum Lot to each applicant as the total amount of Notes to be issued is not enough), the Lead Manager will allot the Minimum Lots to applicants by ballot. The ballot will be carried out in all cases through mechanisms that allow to assess the relevant procedures and ensure the compliance with the requirements of fairness and equal treatment amongst |
Element | Title | |
all potential subscribers thereof. | ||
Each Distributor shall notify applicants with amounts allotted after receiving notice of allotment (if any) from the Lead Manager and, in any event, before the Issue Date. Dealings in the Notes may not commence before the Issue Date. Details of any tranche(s) reserved for Not Applicable specific country: Amount of any expenses and taxes Not Applicable specifically charged to the subscriber or purchaser: Name(s) and address(es), to the extent Banca IMI S.p.A. known to the Issuer, of the placers in the Xxxxx Xxxxxxxx 0 various countries where the offer takes 20121 Milan place: Italy (the "Lead Manager") BANCA IMI S.p.A. – INTESA SANPAOLO Group Largo Xxxxxxxx 3 – 20121 Milan (Lead Manager and Distributor) The following entities of the Intesa Sanpaolo banking group will also act as Distributors: Intesa Sanpaolo S.p.A. Xxxxxx Xxx Xxxxx, 000 -00000 Xxxxxx XXXXX XX FIRENZE S.p.A. Xxx Xxxxx Xxxxx, 0 -00000 Xxxxxxx BANCA DELL’ADRIATICO S.P.A. Xxxxx Xxxxxxx, 000, – 00000 Xxxxxx Xxxxxx Banca di Credito Sardo S.p.A. |
Element | Title | |
Xxxxx Xxxxxxx - 00000 Xxxxxxxx BANCA DI TRENTO E BOLZANO SPA Xxx Xxxxxxx, 00 - 00000 Xxxxxx Banca Fideuram S.p.A. Xxxxxx X. Xxxxxx, 00 - 00000 Xxxx (xxxx Distributor through door-to-door selling and Distributor also through Sanpaolo Invest Sim S.p.A. through door-to-door selling) BANCA XXXXX XXXXX X.X.X. X.xx Xxxxxx Xxxxxxxxx, 0 - 00000 Xxxxx Banca Prossima S.p.A. Xxxxxx Xxxxx Xxxxxxx, 00 - 00000 Xxxxxx BANCO DI NAPOLI S.P.A. Xxx Xxxxxx, 000 - 00000 Xxxxxx Cassa dei Risparmi di Forlì e della Romagna S.p.A. Xxxxx xxxxx Xxxxxxxxxx, 00 - 00000 Xxxxx Cassa di Risparmio del Friuli Venezia Giulia S.p.A. Xxxxx Xxxxx, 000 - 00000 Xxxxxxx Cassa di Risparmio del Veneto Spa Xxxxx Xxxxxxxxx, 00/00 - 00000 Xxxxxx Cassa di Risparmio della Provincia di Viterbo SpA Xxx Xxxxxxx, 000 - 00000 Xxxxxxx Cassa di Risparmio di Civitavecchia S.p.A. |
Element | Title | |
Xxxxx Xxxxxxxxxx, 00 - 00000 Xxxxxxxxxxxxx Cassa di Risparmio di Pistoia e delle Lucchesia S.p.A. Xxx Xxxx, 0 - 0000 Xxxxxxx CASSA DI RISPARMIO DI RIETI S.p.A. Xxx X. Xxxxxxxxx, 000 - 00000 Xxxxx CASSA DI RISPARMIO DI VENEZIA S.P.A. San Marco, 4216 - 30124 Venezia CASSA DI RISPARMIO IN BOLOGNA SPA Xxx Xxxxxx, 00 - 00000 Xxxxxxx Casse di Risparmio dell’Umbria SpA Xxxxx Xxxxxx 00/X - 00000 Xxxxx INTESA SANPAOLO PRIVATE BANKING S.p.A. Xxx Xxxxxx, 00 - 00000 Xxxxxx, Distributor also through door-to-door selling Other Distributors: BANCA AKROS S.p.A. - Gruppo Bipiemme Banca Popolare di Milano Xxxxx Xxxxxxxx, 00 -00000 Xxxxxx Distributor also through Banca Popolare di Milano s.c.a.r.l., and Banca Popolare di Mantova S.p.A.both being also distributors through door-to-door selling BANCA CARIM – Cassa di Risparmio di Rimini SpA Xxxxxx Xxxxxxx, 00 – 00000 Xxxxxx |
Element | Title | |
Banca Generali S.p.A. Xxx Xxxxxxxxxxx, 0 - 00000 Xxxxxxx, Distributor also through door-to-door selling BANCA PASSADORE & C. S.p.A. Xxx Xxxxxx Xxxxxxxx, 00 - 00000 Xxxxxx Banca Popolare di Bari s.c.p.a. Xxxxx Xxxxxx 00 – 00000 Xxxx Distributor also through Cassa di Risparmio di Orvieto Banca Popolare Friuladria S.p.A. (Gruppo Cariparma Credit Agricole) Xxxxxx XX Xxxxxxxxx, 0 - 00000 Xxxxxxxxx Banca Sella Holding S.p.A. Xxxxxx Xxxxxxxxx Xxxxx, 0 - 00000 Xxxxxx Distributor also through Banca Sella S.p.A., Banca Patrimoni Sella & C. S.p.A. (Banca Patrimoni Sella & C.S.p.A. also distributor through door- to-door selling ) Cassa di Risparmio di Parma SpA (Gruppo Cariparma Credit Agricole) Xxx Xxxxxxxxxx, 0 - 00000 Xxxxx Cassa di Risparmio della Spezia S.p.A. (Gruppo Cariparma Credit Agricole) Xxxxx Xxxxxx, 00 - 00000 Xx Xxxxxx Cassa di Risparmio di Fermo S.p.A. Via Xxx Xxxxxxx Xxxxx, 1 – 00000 Xxxxx |
Element | Title | |
CREDITO VALTELLINESE s.c. Xxxxxx Xxxxxxxxx, 0 - 00000 Xxxxxxx (Distributor also through Credito Siciliano SpA, Cassa di Risparmio di Fano SpA) Deutsche Bank Spa Xxxxxx xxx Xxxxxxxxxx, 0 - 00000 Xxxxxx also Distributor through door- to-door selling EQUITA S.I.M. S.p.A. Xxx Xxxxxx, 0 - 00000 Xxxxxx Gruppo Banca Xxxxxxxx Xxx Xxxxxxxx 00, 00000 Xxxxxx ICCREA BANCA S.p.A. Xxx Xxxxxxxx Xxxxxx 00/00 – 00000 Xxxx INVEST BANCA S.p.A. Xxx X. Xxxxxxxxx 00 – 00000 Xxxxxx (XX) ISTITUTO CENTRALE DELLE BANCHE POPOLARI ITALIANE S.p.A. Xxxxx Xxxxxx, 00 – 00000 Xxxxxx UniCredit S.p.A. Xxx X. Xxxxxxx, 00 - 00000 Xxxx also Distributor through door-to-door selling (the "Distributors" and, together with the Lead Manager and any other entity appointed for the placement of Notes during the Offer Period, the “Authorized Distributors”) |
Element | Title | |
E.4 | Interest of natural and legal persons involved in the issue/offer | The Authorized Distributors will be paid fees in relation to the issue of the Notes. Any such Authorized Distributor and its affiliates may also have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business. Other than as mentioned above and as discussed in the paragraphs below, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer, including conflicting interests. Investors’ attention is drawn to the circumstance that: Banca IMI S.p.A. is a subsidiary of and subject to the direction and co-ordination of Intesa Sanpaolo S.p.A. and belongs to the Intesa Sanpaolo banking group. Certain Distributors also belong to the Intesa Sanpaolo banking group; participation relationships of the Lead Manager with certain Distributors belonging to the same banking group could result in a conflict of interest. Intesa Sanpaolo S.p.A., through its subsidiaries has made significant financing, according to its internal policies and procedures, to companies of the group of the Issuer and this may result in a conflict of interest. Banca IMI S.p.A. acting as Lead Manager and the Distributors belonging to the Intesa Sanpaolo banking group will receive from the Issuer an amount respectively equal to the commissions as set out under item “Dealer’s Discount or Commission” of these Final Terms. The Lead Manager and its affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business. In addition to the role that Banca IMI S.p.A. plays as Lead Manager of the Offer, Banca IMI S.p.A. could be counterparty of a swap agreement related to the hedging of the Notes. Banca IMI S.p.A. performs activities (including market making on regulated and MTF markets) and provides investment services which may relate to the financial instruments issued by the Issuer or by companies of the group of the Issuer or other instruments linked to these. |
E.7 | Expenses charged to the investor by the Issuer or an Offeror | Not Applicable – No expenses will be charged to investors by the Issuer or by the Authorized Distributors. |
FINAL TERMS
BASE PROSPECTUS FINAL TERMS NO. 6543 (floating)
Dated April 5, 2013 Dated March 26, 2014
SUPPLEMENTARY PROSPECTUSES
Dated May 3, 2013, May 10, 2013, June 3, 2013,
June 14, 2013, June 28, 2013, August 2, 2013,
September 18, 2013, November 8, 2013, November 20,
2013, February 3, 2014 and March 4, 2014
GENERAL ELECTRIC CAPITAL CORPORATION ISSUE OF EURO MEDIUM-TERM NOTES
U.S.$ Floating Rate Notes Due 2020
Any person making or intending to make an offer of the Notes may only do so:
(i) in the Public Offer Jurisdiction mentioned in Part B below, provided such person is of a kind specified in that paragraph and that the offer is made during the Offer Period specified in that paragraph; or
(ii) otherwise in circumstances in which no obligation arises for the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or to supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer.
Neither the Issuer nor any Manager has authorized, nor do they authorize, the making of any offer of Notes in any other circumstances.
The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the above referenced Base Prospectus and the supplemental Prospectuses dated May 3, 2013, May 10, 2013, June 3, 2013, June
14, 2013, June 28, 2013, August 2, 2013, September 18, 2013, November 8, 2013, November 20, 2013, February 3, 2014 and March 4, 2014 which together constitute a base prospectus for the purposes of the Prospectus Directive (the "Base Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. A summary of the Notes (which comprises the summary in the Base Prospectus as amended to reflect the provisions of these Final Terms) is annexed to these Final Terms. The Base Prospectus has been published on the website of the London Stock Exchange plc.
Issuer: General Electric Capital Corporation
Date on which the Notes will be consolidated and form a single Series:
Not Applicable
Specified Currency: U.S. Dollars ("U.S.$")
Settlement Date (Original Issue Date): March 28, 2014 (the "Issue Date").
Interest Commencement Date: Settlement Date
Maturity Date: March 28, 2020.
Principal Amount (in Specified Currency):
Series: U.S.$245,000,000
Tranche: As set out above at "Series"
Price to Public (Issue Price): 100 per cent.
Dealer's Discount or Commission: The Lead Manager and the Distributors will receive from the Issuer an amount respectively equal to 0.6 per cent. as arrangement fees and to 1.2 per cent. as distribution fees of the Final Principal Amount of the Notes.
Specified Denominations: U.S.$2,000
In the event the Issuer is required to print definitive Notes, the Notes will be printed in the denomination of U.S.$2,000.
Interest Basis: Regular Floating Rate Notes
Further particulars specified below
Redemption Basis: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount
Further particulars specified below
Change of Interest Basis: Not Applicable
Put/Call Options: Not Applicable
Status of the Notes: Senior Notes
Subordinated Notes Date Board approval for issuance of Notes obtained: Not Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
Fixed Rate Note Provisions: Not Applicable
Floating Rate Note Provisions: Applicable
Interest Rate Basis: AUD BBSW
CAD BA
CMS Rate CMT Rate CZK PRIBOR EURIBOR
Federal Funds Rate HKD HIBOR
LIBOR
SEK STIBOR MXN TIIE NOK NIBOR
Prime Rate Treasury Rate TRYIBOR
Spread (Plus or Minus): plus 0.41 per cent.
Index Maturity: 3 Months
Designated LIBOR Currency: U.S.$
Designated CMT Reuters Page: Not Applicable
Maximum Interest Rate: Not Applicable
Minimum Interest Rate:1 Not Applicable
Interest Payment Period: Quarterly
Interest Payment Dates: Each March 28, June 28, September 28 and December 28, commencing on June 28, 2014 until, and including, the Maturity Date, these dates subject to adjustment in accordance with the provisions set forth in the Base Prospectus where any such date should fall on a day which is not a Business Day.
Initial Interest Rate: 0.64335 per cent. per annum
Interest Reset Periods and Dates: Quarterly on each Interest Payment Date
Floating Day Count Fraction: Actual/360
Calculation Agent: Fiscal Agent
Business Day Convention: Modified Following Business Day Convention Adjusted
1 If no minimum interest rate is specified or if the minimum interest rate is specified as "not applicable", then the minimum interest rate shall be zero.
Business Days: London, England
City of New York
Additional Business Centre(s): Not Applicable
Floating Rate/Fixed Rate Notes: Not Applicable
Fixed Rate/Floating Rate Notes: Not Applicable
Adjustment of rate of interest: Not Applicable
Original Issue Discount Notes: Not Applicable
Notes issued at a premium: Not Applicable
PROVISIONS RELATING TO REPAYMENT AND REDEMPTION
Notice periods for Condition 7.2 ("Tax Redemption") Minimum period: 30 days
Maximum period: 60 days
Issuer Optional Redemption Date(s): Not Applicable
Noteholder Optional Redemption Date(s): Not Applicable
Final Redemption Amount: 100.00 per cent.
Amortizing Notes: Not Applicable
FORM OF NOTES
Temporary Bearer Global Note to Permanent Bearer Global Note Temporary Bearer Global Note to definitive Notes
Bearer Notes exchangeable for Registered Notes New Global Note
Classic Safekeeping Structure for Registered Global Note
New Safekeeping Structure for Registered Global Note
REDENOMINATION
Issuer option to redenominate Notes: Not Applicable
Certain information regarding ratings set out under "Ratings" in Part B of these Final Terms has been extracted from the websites of Moody's (as defined below) and S&P (as defined below), as applicable. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by Moody's and S&P, no facts have been omitted which would render the reproduced information inaccurate or misleading.
PART B - OTHER INFORMATION
Listing:
Listed on the Official List of the UK Listing Authority and an application has been made for the Notes to be admitted to trading on the London Stock Exchange's regulated market with effect from on or around the Issue Date
Listed on the MOT – Segment EuroMOT pursuant to Borsa Italiana resolution no. LOL-001921 of March 7, 2014 and an application has been made for the Notes to be admitted to trading on the MOT - Segment EuroMOT starting from the Issue Date
The first day of trading of the Notes will be provided by Borsa Italiana S.p.A. pursuant to article 2.4.3 of the Rules of the markets organized and managed by Borsa Italiana S.p.A.
Ratings:
The Notes to be issued are expected to be rated:
AA+ (stable outlook) by S&P and A1 (stable outlook) by Moody's.
Obligations rated "A" by Moody's are judged to be upper-medium grade and are subject to low credit risk. Moody's appends numerical modifiers 1, 2, and 3 to each generic rating classification from "Aa" through "Caa". The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category. An obligation rated 'AA' by S&P differs from the highest-rated obligations only to a small degree. The obligor's capacity to meet its financial commitment on the obligation is very strong. The ratings of S&P from "AA" to "CCC" may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
Interests of Natural and Legal Persons Involved in the Issue
Save for any fees payable to the Lead Manager (as defined below) and the Distributors (as defined below) and as discussed in the paragraphs below, so far as the Issuer is aware without inquiry, no person involved in the issue of the Notes has an interest material to the offer.
Investors' attention is drawn to the circumstance that:
Banca IMI S.p.A. is a subsidiary of and subject to the direction and co-ordination of Intesa Sanpaolo S.p.A. and belongs to the Intesa Sanpaolo banking group. Certain Distributors also belong to the Intesa Sanpaolo banking group; participation relationships of the Lead Manager with certain Distributors belonging to the same banking group could result in a conflict of interest.
Intesa Sanpaolo S.p.A., through its subsidiaries. has made significant financing, according to its internal policies and procedures, to companies of the group of the Issuer and this may result in a conflict of interest.
Banca IMI S.p.A. acting as Lead Manager and the Distributors belonging to the Intesa Sanpaolo banking group will receive from the Issuer an amount respectively equal to the commissions as set out under item "Dealer's Discount or Commission" of these Final Terms.
The Lead Manager and its affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.
In addition to the role that Banca IMI S.p.A. plays as Lead Manager of the Offer, Banca IMI S.p.A. could be counterparty to a swap agreement related to the hedging of the Notes.
Banca IMI S.p.A. performs activities (including market making on regulated and MTF markets) and provides investment services which may relate to the financial instruments issued by the Issuer or by companies of the group of the Issuer or other instruments linked to these.
Reasons for the Offer, Estimated Net Proceeds and Total Expenses
Reasons for the offer: The net proceeds from the issue of Notes will be added to the general funds of the Issuer and will be available for financing its operations
Estimated net proceeds to Issuer (in Specified Currency):
U.S.$240,590,000.
Historic Interest Rates
Details of historic 3 month USD LIBOR rates can be obtained from Reuters.
Operational Information
ISIN: XS1042118288
Common Code: 104211828
WKN: Not Applicable
Names and addresses of
additional Paying Agent(s) (if any):
Not Applicable
Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s):
Not Applicable
Distribution
The Notes will be distributed without any underwriting commitment by the Distributors as defined below, lead managed by Banca IMI S.p.A. also in its capacity as lead manager (responsabile del collocamento) (the "Lead Manager") pursuant to a supplemental distribution agreement dated March 7, 2014 between the Issuer, the Lead Manager and the Distributors (the "Supplemental Distribution Agreement") which is supplemental to the Fourteenth Amended and Restated Distribution Agreement dated April 5, 2013, among the Issuer, GE Capital Australia Funding Pty. Ltd., GE Capital European Funding, GE Capital UK Funding and the Dealers named therein (the "Distribution Agreement"). No undertakings have been made by the Lead Manager, the Distributors, or third parties to underwrite, or guarantee the outcome of the offer in connection of any minimum amount of, the Notes.
To the extent that any of the Distributors are not named as Dealers in the Distribution Agreement, the Issuer has appointed them as Dealers thereunder for this transaction pursuant to the Supplemental Distribution Agreement.
The Lead Manager will act as Responsabile del Collocamento as defined under article 93-bis of the Legislative Decree of 24 February 1998, n. 58, as subsequently amended (the "Financial Services Act").
The Notes will be publicly offered to the public at large in Italy (the "Public Offer Jurisdiction") only in accordance with applicable laws and regulations and, in particular, pursuant to Articles 9 and 11 of CONSOB Regulation 14 May 1999, n. 11971, as amended ("Regulation No. 11971"), pursuant to Articles 14, 17 and 18 of the Prospectus Directive
and the applicable implementing provisions and under the terms of this Final Terms in particular as set out under "Part B – Other Information – Information in respect of Public Offers of Notes".
In the Supplemental Distribution Agreement, each party thereto has made customary representations, warranties and undertakings, including, without limitation, and as far as the Lead Manager is concerned, representations and warranties relating to distribution activities, the application process and the relevant conflict of interests.
The Lead Manager and the Distributors will receive from the Issuer an amount respectively equal to 0.6 per cent. as arrangement fees and to 1.2 per cent. as distribution fees of the Final Principal Amount of the Notes. No selling commission will be payable by the Issuer.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act.
Information in respect of Public Offers of Notes
Applicable
Public Offer where there is no exemption from the obligation under the Prospectus Directive to publish a prospectus:
An offer of the Notes may be made by the Lead Manager and the Distributors (as defined below) (together with any other entity appointed for the distribution of Notes during the Offer Period, the "Authorized Distributors") other than pursuant to Article 3(2) of the Prospectus Directive in Italy (the "Public Offer Jurisdiction") during the period from 9.00 CET on March 10, 2014 until 13.30 CET on March 21, 2014, unless extended, cancelled or early closed (such period, as it may be extended or, in the case of early closure, shortened, the "Offer Period"). The Offer Period shall last at least five Business Days (the "Minimum Offer Period").
Notes can be distributed by Distributors through door-to-door selling (fuori sede) solely from 9.00 CET on March 10, 2014 to
17.00 CET on March 14, 2014, subject to early closure of the Offer or extension of the Offer Period. In any case, in the event of early closure of the Offer (i) the expiry time will be 13.30 CET of the relevant early closing date, and (ii) where the early closing date of the Offer should fall on the March 14, 2014, the expiry time will be 17.00 CET.
Early Closure
Without prejudice to the Minimum Offer Period, the Issuer has the right to early close the Offer Period at any time at its sole discretion even where the subscription applications received by the Distributors in respect of the Notes and the Floating Rate Notes are not in excess of the Maximum Principal Amount or, where the Issuer has increased the Principal Amount of the Notes offered for subscription, are not in excess of the Increased Maximum Principal Amount.
A decision to effect an early closure of the Offer shall be
immediately made public by the Issuer by means of a notice published on Borsa Italiana's website and in a leading daily newspaper with general circulation in Italy (which is expected to be "Il Sole 24 Ore" or "MF"). The early closure of the Offer shall be effective from the day following the day of publication of the relevant notice and will also relate to distributions made through door-to-door selling and/or through distance marketing techniques.
Extension of the Offer Period
The Issuer, in agreement with the Lead Manager, has the right to extend the Offer Period. The extension of the Offer Period shall be immediately made public by the Issuer by means of a notice published on Borsa Italiana's website and in a leading daily newspaper with general circulation in Italy (which is expected to be "Il Sole 24 Ore" or "MF") prior to the closing date of the Offer Period.
Cancellation of the Offer
The Lead Manager reserves the right, between the date of the publication of these Final Terms and the Issue Date, to cancel the Offer, upon occurrence of certain circumstances set out in the Supplemental Distribution Agreement. The Issuer reserves the right, between the date of the publication of these Final Terms and the day preceding the beginning of the Offer Period to cancel the Offer, as set out in the Supplemental Distribution Agreement.
Where the principal amount of Notes in respect of which subscription applications have been validly tendered from the public at large during the Offer Period (as it may be shortened in case of early closure or extended) is lower than the Minimum Floating Rate Notes Amount, the Offer and issue of the Notes shall be cancelled and no Notes will be issued.
In addition, the Offer and the issue of the Notes shall be cancelled in the event the Supplemental Distribution Agreement is terminated for any reason.
The cancellation of the Offer and the issue of the Notes shall be immediately notified by the Issuer by means of a notice published on Borsa Italiana's website and in a leading daily newspaper with general circulation in Italy (which is expected to be "Il Sole 24 Ore" or "MF").
Upon cancellation of the Offer and of the issue of the Notes, all subscription applications will become void and of no effect, without further notice.
For the avoidance of doubt, if any application has been made by a potential investor and the Issuer or the Lead Manager exercises their right to cancel the Offer or the Offer is
otherwise cancelled, such potential investor shall not be entitled to receive any Notes.
Eligible Investors
The Offer is addressed to the public at large in Italy only, with the exception of Qualified Investors, as defined by art. 2 of the Prospectus Directive as implemented by art. 100 of the Italian Financial Services Act and art. 34-ter paragraph 1 lett. b) of Regulation No. 11971 (other than (i) the natural persons being professional clients upon request as per Annex 3 section II of Consob Xxxxxxxxxx Xx. 00000 of 29 October 2007 as amended,
(ii) management companies authorized to provide investment portfolio management services on an individual basis on behalf of third parties, (iii) intermediaries authorised to manage individual portfolios on behalf of third parties and (iv) companies providing investment portfolio management services through nominee registration, ("società fiduciarie autorizzate alla gestione patrimoniale di portafogli d'investimento mediante intestazione fiduciaria"), as per article 60, paragraph 4, of Legislative Decree no. 415 of 23 July 1996, which may participate in the Offer) within the limits set forth in these Final Terms.
See further particulars below.
General Consent: Not Applicable
Other conditions to consent: Not Applicable
Terms and Conditions of the Offer
Offer Price: The Notes will be offered at the Issue Price. Conditions to which the offer is subject: The offer of the Notes is conditional on their issue.
The Lead Manager reserves the right, between the date of the publication of these Final Terms and the Issue Date, to cancel the Offer, upon occurrence of certain circumstances set out in the Supplemental Distribution Agreement dated March 7, 2014 between the Issuer, the Lead Manager and the Distributors.
The Issuer reserves the right, between the date of the publication of these Final Terms and the day preceding the beginning of the Offer Period to cancel the Offer, as set out in the Supplemental Distribution Agreement.
Description of the application process: During the Offer Period, investors may apply for subscription
of the Notes during normal Italian banking hours at the offices (filiali) of the Distributors by filling in, duly executing (also by appropriate attorneys) and delivering a specific subscription form (the "Acceptance form") (Modulo di Adesione), as prepared by the Lead Manager. Acceptance forms are available
at each Distributors' office.
Applicants having no client relationship with the Distributor with whom the Acceptance form is filed may be required to open a current account or to make a temporary non interest bearing deposit of an amount equal to the counter-value of the Notes requested, calculated on the basis of the Issue Price of the Notes. In the event that the Notes are not allotted or only partially allotted, the total amount paid as a temporary deposit, or any difference with the counter-value of the Notes allotted, will be repaid to the applicant without charge by the Settlement Date.
Multiple applications may be filled in and delivered by the same applicants with the same or different Distributor, without prejudice to the circumstance that for the purposes of the allocation each applicant will be considered individually independently of the number of Acceptance forms delivered.
Without prejudice to the provisions applicable to publication of supplements under article 16 of the Prospectus Directive as implemented from time to time, and to those applicable to distribution of Notes through door-to-door selling, as specified below, applications may not be revoked and may not be subject to conditions. After submission of the Acceptance forms, investors may not reduce the amount of their application.
Companies providing investment portfolio management services through nominee registration, ("società fiduciarie autorizzate alla gestione patrimoniale di portafogli d'investimento mediante intestazione fiduciaria") as per article 60, paragraph 4, of Legislative Decree no. 415 of 23 July 1996, in order to participate in the offer solely on behalf of their clients, must complete the relevant Acceptance form for each client by entering the client's fiscal code in the appropriate box.
Investors may also submit their applications to participate in the Offer through parties authorised to perform individual investment portfolio management services pursuant to Financial Services Act, provided that these parties sign the appropriate form in the name and on behalf of the applicant, and through intermediaries authorised to receive and transmit orders, pursuant to the Financial Services Act, on the conditions provided for by CONSOB regulations from time to time applicable.
Distributors which intend to distribute Notes through door-to- door selling (fuori sede) pursuant to article 30 of the Financial Services Act will collect the Acceptance forms both directly at their branches and offices and through financial promoters (promotori finanziari) pursuant to Article 31 of the Financial Services Act.
Pursuant to article 30, paragraph 6 of the Financial Services
Act, the validity and enforceability of contracts entered into through financial promoters (door-to-door selling) is suspended for a period of 7 (seven) days after the investor's acceptance of the same. Within such period investors may communicate their withdrawal to the relevant Distributor without any charge or commission.
In the event of publication of a supplement to the Base Prospectus as provided by the Prospectus Directive, investors who have already agreed to subscribe for the Notes before the supplement is published shall have the right, exercisable within a time limit indicated in the supplement, to withdraw their applications by a written notice to the Distributor who has received such application. The final date of the right of withdrawal will be stated in the relevant supplement.
Applications received by the Distributors prior to the start of the Offer Period or after the closing date of the Offer Period, will be considered as not having been received and shall be void.
Interest on the Notes will be U.S.-source income for U.S. federal income tax purposes and therefore generally will be subject to U.S. withholding tax unless holders comply with certain documentation requirements. In that regard, certain requirements that originally were scheduled to enter into effect for debt instruments issued after December 31, 2013 now will apply only to debt instruments issued after June 30, 2014, and thus those additional requirements will not apply to the Notes.
Details of the minimum and/or maximum amount of application (whether in numbers of securities or aggregate amount to invest):
The Notes may be subscribed in a minimum lot of 1 (one) Note (the "Minimum Lot") or an integral number of Notes greater than the Minimum Lot. There is no maximum amount of application.
Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
Not Applicable
Details of the method and time limits for paying up and delivering the Notes:
The Notes allotted shall be paid by the relevant investor on the Settlement Date at the offices of the Distributors who received the applications, without fees or any other expenses or commissions being charged to the applicant by the Issuer, the Lead Manager, or the Distributors.
The Notes will be issued on the Issue Date against payment by the Distributors, via the Lead Manager, to the Issuer of the subscription monies.
Upon such payment, as described above, the allotted Notes will be made available through the Lead Manager to investors by delivery in book entries form in the deposit accounts held, directly or indirectly, by the Distributors at Euroclear and/or Clearstream.
Full description of the manner and date on which results of the offer are to be made to public:
The results of the Offer and the Final Principal Amount of the Notes to be issued will be notified by the Lead Manager by means of a notice (aimed at completing in this respect the information provided within these Final Terms) published on Borsa Italiana's website and in a leading daily newspaper with general circulation in Italy (which is expected to be "Il Sole 24 Ore" or "MF") no later than the fifth Business Day (such day included) following the end of the Offer Period.
Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:
Not Applicable
Process for notification to applicants of the amount of Notes allotted and indication whether dealing may begin before notification is made:
Should the principal amount of Notes in respect of which subscription applications have been validly tendered from the public at large during the Offer Period exceed the Final Principal Amount determined by the Issuer, Notes shall be allotted by the Lead Manager on the basis of the following criteria:
(A) If the number of applicants does not exceed the number of Minimum Lots available, each applicant will be allotted an amount of Notes equal to the Minimum Lot. If after such allotment there are still Notes remaining unalloted, these will be allotted as follows:
(a) the Lead Manager, after deducting the allotted Minimum Lots, will allot the remaining Notes to applicants in proportion to the amount of Notes requested (and not satisfied) by each one of them. This proportional allotment will be rounded down, so that no fractional Notes will be allotted;
(b) if, following the allotment described in (a) above, Notes are still outstanding, these will be individually allotted by the Lead Manager to applicants who took part in the proportional allocation in (a) through a ballot to be carried out in all cases through mechanisms that allow to assess the relevant procedures and ensure the compliance with the requirements of fairness and equal treatment amongst all potential subscribers thereof.
(B) If the number of applicants exceeds the number of Minimum Lots available (and hence it is not possible to allot the Minimum Lot to each applicant as the total amount of Notes to be issued is not enough), the Lead Manager will allot the Minimum Lots to applicants by ballot. The ballot will be carried out in all cases through mechanisms that allow to assess the relevant
procedures and ensure the compliance with the requirements of fairness and equal treatment amongst all potential subscribers thereof.
Each Distributor shall notify applicants with amounts allotted after receiving notice of allotment (if any) from the Lead Manager and, in any event, before the Issue Date.
Dealings in the Notes may not commence before the Issue Date.
Details of any tranche(s) reserved for specific country:
Not Applicable
Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
Not Applicable
Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place.
The Authorized Distributors identified above, which include the following distributors (the "Distributors"):
BANCA IMI S.p.A. – INTESA SANPAOLO Group
Largo Mattioli 3 – 20121 Milan (Lead Manager and Distributor)
The following entities of the Intesa Sanpaolo banking group will also act as Distributors:
Intesa Sanpaolo S.p.A.
Xxxxxx Xxx Xxxxx, 000 -00000 Xxxxxx
XXXXX XX FIRENZE S.p.A.
Xxx Xxxxx Xxxxx, 0 -00000 Xxxxxxx
BANCA DELL’ADRIATICO S.P.A.
Xxxxx Xxxxxxx, 000, – 00000 Xxxxxx Xxxxxx
Banca di Credito Sardo S.p.A.
Xxxxx Xxxxxxx - 00000 Xxxxxxxx
BANCA DI TRENTO E BOLZANO SPA
Xxx Xxxxxxx, 00 - 00000 Xxxxxx
Banca Fideuram S.p.A.
Xxxxxx X. Xxxxxx, 00 - 00000 Xxxx (xxxx Distributor through door-to-door selling and Distributor also through Sanpaolo Invest Sim S.p.A. through door-to-door selling)
BANCA XXXXX XXXXX X.X.X.
X.xx Xxxxxx Xxxxxxxxx, 0 - 00000 Xxxxx
Banca Prossima S.p.A.
Xxxxxx Xxxxx Xxxxxxx, 00 - 00000 Xxxxxx
BANCO DI NAPOLI S.P.A.
Xxx Xxxxxx, 000 - 00000 Xxxxxx
Cassa dei Risparmi di Forlì e della Romagna S.p.A.
Xxxxx xxxxx Xxxxxxxxxx, 00 - 00000 Xxxxx
Cassa di Risparmio del Friuli Venezia Giulia S.p.A.
Xxxxx Xxxxx, 000 - 00000 Xxxxxxx Cassa di Risparmio del Veneto Spa Xxxxx Xxxxxxxxx, 00/00 - 00000 Xxxxxx
Cassa di Risparmio della Provincia di Viterbo SpA
Xxx Xxxxxxx, 000 - 00000 Xxxxxxx
Cassa di Risparmio di Civitavecchia S.p.A.
Xxxxx Xxxxxxxxxx, 00 - 00000 Xxxxxxxxxxxxx
Cassa di Risparmio di Pistoia e delle Lucchesia S.p.A.
Xxx Xxxx, 0 - 0000 Xxxxxxx
CASSA DI RISPARMIO DI RIETI S.p.A.
Xxx X. Xxxxxxxxx, 000 - 00000 Xxxxx
CASSA DI RISPARMIO DI VENEZIA S.P.A.
San Marco, 4216 - 30124 Venezia
CASSA DI RISPARMIO IN BOLOGNA SPA
Xxx Xxxxxx, 00 - 00000 Xxxxxxx
Casse di Risparmio dell’Umbria SpA
Xxxxx Xxxxxx 00/X - 00000 Xxxxx
INTESA SANPAOLO PRIVATE BANKING S.p.A.
Xxx Xxxxxx, 00 - 00000 Xxxxxx, Distributor also through door- to-door selling
Other Distributors:
BANCA AKROS S.p.A. - Gruppo Bipiemme Banca Popolare di Milano
Xxxxx Xxxxxxxx, 00 -00000 Xxxxxx
Distributor also through Banca Popolare di Milano s.c.a.r.l., and Banca Popolare di Mantova S.p.A.both being also distributors through door-to-door selling
BANCA CARIM – Cassa di Risparmio di Rimini SpA
Xxxxxx Xxxxxxx, 00 – 00000 Xxxxxx
Banca Generali S.p.A.
Xxx Xxxxxxxxxxx, 0 - 00000 Xxxxxxx, Distributor also through door-to-door selling
BANCA PASSADORE & C. S.p.A.
Xxx Xxxxxx Xxxxxxxx, 00 - 00000 Xxxxxx
Banca Popolare di Bari s.c.p.a.
Xxxxx Xxxxxx 00 – 00000 Xxxx
Distributor also through Cassa di Risparmio di Orvieto
Banca Popolare Friuladria S.p.A. (Gruppo Cariparma Credit Agricole)
Xxxxxx XX Xxxxxxxxx, 0 - 00000 Xxxxxxxxx
Banca Sella Holding S.p.A.
Xxxxxx Xxxxxxxxx Xxxxx, 0 - 00000 Xxxxxx
Distributor also through Banca Sella S.p.A., Banca Patrimoni Sella & C. S.p.A. (Banca Patrimoni Sella & C.S.p.A. also distributor through door-to-door selling )
Cassa di Risparmio di Parma SpA (Gruppo Cariparma Credit Agricole)
Xxx Xxxxxxxxxx, 0 - 00000 Xxxxx
Cassa di Risparmio della Spezia S.p.A. (Gruppo Cariparma Credit Agricole)
Xxxxx Xxxxxx, 00 - 00000 Xx Xxxxxx
Cassa di Risparmio di Fermo S.p.A.
Via Xxx Xxxxxxx Xxxxx, 1 – 00000 Xxxxx
CREDITO VALTELLINESE s.c.
Xxxxxx Xxxxxxxxx, 0 - 00000 Xxxxxxx (Distributor also through
Credito Siciliano SpA, Cassa di Risparmio di Fano SpA)
Deutsche Bank Spa
Xxxxxx xxx Xxxxxxxxxx, 0 - 00000 Xxxxxx also Distributor through door-to-door selling
EQUITA S.I.M. S.p.A.
Xxx Xxxxxx, 0 - 00000 Xxxxxx Gruppo Banca Xxxxxxxx Xxx Xxxxxxxx 00, 00000 Xxxxxx ICCREA BANCA S.p.A.
Xxx Xxxxxxxx Xxxxxx 00/00 – 00000 Xxxx
INVEST BANCA S.p.A.
Xxx X. Xxxxxxxxx 00 – 00000 Xxxxxx (XX)
ISTITUTO CENTRALE DELLE BANCHE POPOLARI ITALIANE S.p.A.
Xxxxx Xxxxxx, 00 – 00000 Xxxxxx
UniCredit S.p.A.
Xxx X. Xxxxxxx, 00 - 00000 Xxxx also Distributor through door-to-door selling
ANNEX SUMMARY OF THE NOTES
Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections A
– E (A.1 – E.7). This Summary contains all the Elements required to be included in a summary for the Notes, the Issuer and the Guarantor. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in a summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element should be included in the summary explaining why it is not applicable.
Section A – Introduction and warnings
Element | |
A.1 | This summary should be read as an introduction to the Base Prospectus and the applicable Final Terms. Any decision to invest in any Notes should be based on a consideration of this Base Prospectus as a whole, including any documents incorporated by reference and the applicable Final Terms. Where a claim relating to information contained in the Base Prospectus and the applicable Final Terms is brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating the Base Prospectus and the applicable Final Terms before the legal proceedings are initiated. No civil liability will attach to the Issuers or the Guarantor in any such Member State solely on the basis of this summary, including any translation hereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Base Prospectus and the applicable Final Terms or, following the implementation of the relevant provisions of Directive 2010/73/EU in the relevant Member State, it does not provide, when read together with the other parts of this Base Prospectus and the applicable Final Terms, key information (as defined in Article 2.1(s) of the Prospectus Directive) in order to aid investors when considering whether to invest in the Notes. |
A.2 | The Notes have a denomination of less than €100,000 (or its equivalent in any other currency) and are being offered in circumstances where there is no exemption from the obligation under the Prospectus Directive to publish a prospectus. This offer is referred to as a "Public Offer". Not Applicable; There will be no resale or final placement of Notes by financial intermediaries in connection with the Public Offer. |
Section B – Issuers and Guarantor
Element | Title | |
B.1 | Legal and commercial name of the Issuer | General Electric Capital Corporation ("GE Capital") |
Element | Title | |
B.2 | Domicile/legal form/legislation/ country of incorporation | GE Capital is a corporation incorporated in the State of Delaware, U.S.A. under the laws of the State of Delaware, U.S.A. |
B.4b | Trend information | Not Applicable. There are no known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the prospects of GE Capital for its current financial year. Any decision to invest in any Notes should be based on a consideration of the Base Prospectus as a whole, including any documents incorporated by reference and the applicable Final Terms. |
B.5 | Description of the Group | GE Capital is a wholly owned direct subsidiary of General Electric Company, the ultimate parent company of the group. |
B.9 | Profit forecast or estimate | Not Applicable. No profit forecasts or estimates have been made in the Base Prospectus. |
B.10 | Audit report qualifications | Not Applicable. No qualifications are contained in any audit or review report included in the Base Prospectus. |
B.12 | Selected historical key financial information: GE Capital The table below sets out summary information extracted from GE Capital's audited statement of financial position as at December 31, 2011, 2012 and 2013:
(in millions, except share amounts) December 31, December 31, December 31, 2013 2012 2011 Assets | |
Cash and equivalents $ 74,873 $ 61,853 $ 76,702 Financing receivables – net 253,029 268,161 288,847 Other assets 188,927 209,337 218,094
Total assets $ 516,829 $ 539,351 $ 584,643
Liabilities and equity Short-term borrowings 77,298 $ 95,940 $ 136,333 Long-term borrowings 210,279 224,776 234,391 Other liabilities 146,126 136,038 136,119 Total liabilities $ 433,703 $ 456,754 $ 506,843
Total equity 84,126 82,597 77,800
Total liabilities and equity $ 516,829 $ 539,351 $ 584,643
There has been no material adverse change in the prospects of GE Capital since December 31, 2013. There have been no significant changes in the financial or trading position of GE Capital subsequent to December 31, 2013. | ||
Element | Title | |
B.13 | Events impacting the Issuer's solvency | Not Applicable. There are no recent events particular to GE Capital which are to a material extent relevant to the evaluation of the solvency of GE Capital. Any decision to invest in any Notes should be based on a consideration of the Base Prospectus as a whole, including any documents incorporated by reference and the applicable Final Terms. |
B.14 | Dependence upon other group entities | GE Capital is not dependent on other members of the group. |
B.15 | Principal activities | GE Capital offers diversified financing and services in North America, South America, Europe, Australia and Asia. |
B.16 | Controlling shareholders | GE Capital is a wholly owned direct subsidiary of General Electric Company, the ultimate parent company of the group. |
B.17 | Credit ratings | The Notes are expected to be rated AA+ (stable outlook) by S&P and A1 (stable outlook) by Moody's. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. |
Section C – Securities
Element | Title | |
C.1 | Description of Notes/ISIN | The Notes are U.S.$ 245,000,000 Floating Rate Registered Senior Notes due March 28, 2020. International Securities Identification Number ("ISIN"): XS1042118288 |
C.2 | Currency | The currency of this Series of Notes is U.S. dollars ("U.S.$"). |
C.5 | Restrictions on transferability | Not Applicable. There are no restrictions on the free transferability of the Notes. |
C.8 | Rights attached to the Notes, including ranking and limitations on those rights | The Notes have terms and conditions relating to, among other matters: Status |
The Notes are Senior Notes. | ||
The Senior Notes are (i) unsecured and rank equally with all other unsecured and unsubordinated indebtedness of the Issuer and (ii) effectively junior to the liabilities of the Issuer's subsidiaries, if any. | ||
Taxation |
Element | Title | |
All payments in respect of Notes will be made without withholding of or deduction for, or on account of taxes or charges imposed by any governmental authority or agency in the jurisdiction of the Issuer, unless required by law. In the event that any such withholding or deduction is made, the Issuer will, save in certain limited circumstances, be required to pay additional amounts to cover the amounts so withheld or deducted. Issuer's negative pledge The terms of the Notes will not contain a negative pledge provision. Events of default The terms of the Senior Notes will contain, amongst others, the following events of default: (a) default in payment of any interest due in respect of the Senior Notes, continuing for a period of 30 days; (b) default in payment of any principal or premium, if any, due in respect of the Senior Notes; (c) non-performance or non-observance by the Issuer of any of its other obligations under the provisions of the Senior Notes, in certain cases continuing for a period of 60 days after the date on which written notice of such non-performance or non-observance is given; (d) cross-acceleration in respect of any other series of notes or any indebtedness which GE Capital has outstanding in the aggregate principal amount of at least U.S.$100,000,000 (or its equivalent in other currencies), if such acceleration is not rescinded or annulled within ten calendar days after written notice thereof has been given to the Issuer and the Fiscal Agent by the holders of at least 25 per cent. in aggregate principal amount of the Senior Notes outstanding, provided that, if the event of default under such other series of notes or indebtedness is timely remedied, cured or waived, then the event of default under the Senior Notes shall be deemed likewise to have been remedied, cured or waived; (e) events relating to the insolvency or winding up of the Issuer. Meetings The terms of the Notes contain provisions for calling meetings of holders of such Notes to consider matters affecting their interests generally. These provisions permit defined majorities to bind all holders, including holders who did not attend and vote at the relevant meeting and holders who voted in a manner contrary to the majority. |
Element | Title | |
Governing law New York law. | ||
C.9 | Interest/ Redemption | Interest The Notes bear interest from their date of issue at a floating rate calculated by reference to 3 month USD-LIBOR plus a spread of 0.41 per cent. Interest will be paid quarterly in arrears on March 28, June 28, September 28 and December 28 in each year, subject to adjustment for non-Business Days. The first interest payment will be made on June 28, 2014. Redemption Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on March 28, 2020 at 100 per cent. of the nominal amount. The Notes may be redeemed early for tax reasons at par. Representative of holders Not Applicable – No representative of the Noteholders has been appointed by the Issuer. |
C.10 | Derivative component in the interest payments | Not Applicable – There is no derivative component in the interest payments. |
C.11 | Listing and Admission to trading in respect of Notes with a denomination of less than EUR100,000 (or its equivalent in other currencies) | Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the regulated market of the London Stock Exchange and application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the MOT – Segment EuroMOT. |
Section D – Risks
Element | Title | |
D.2 | Key risks regarding the Issuer | In purchasing Notes, investors assume the risk that the Issuer may become insolvent or otherwise be unable to make all payments due in respect of the Notes. There is a wide range of factors which individually or together could result in the Issuer becoming unable to make all payments due in respect of the Notes. It is not possible to identify all such factors or to determine which factors are most likely to occur, as the Issuer may not be aware of all relevant factors and certain factors which it currently deems not to be material may become material as a result of the occurrence |
Element | Title | |
of events outside the Issuer's control. The Issuer has identified a number of factors which could materially adversely affect the business of GE Capital and its consolidated subsidiaries and the ability of the Issuer to make payments under the Notes. These factors are: GE Capital's growth is subject to global economic and political risks; GE Capital is subject to a wide variety of laws, regulations and government policies that may change in significant ways; GE Capital is subject to legal proceedings and legal compliance risks; the success of GE Capital's business depends on achieving its strategic objectives, including through acquisitions, joint ventures, dispositions and restructurings; sustained increases in costs of pension and healthcare benefits may reduce the profitability of General Electric Company and its consolidated subsidiaries ("GE Company"); conditions in the financial and credit markets may affect the availability and cost of GE Capital funding; if conditions in the financial markets deteriorate, they may adversely affect the business and results of operations of GE Capital as well as the soundness of financial institutions and governments with which GE Capital deals; the real estate markets in which GE Capital participates are highly dependent on economic conditions, the deterioration of which may adversely affect GE Capital's business, financial position and results of operations; failure to maintain GE Capital's credit ratings could adversely affect its cost of funds and related margins, liquidity, competitive position and access to capital markets; current conditions in the global economy and the major industries GE Company serves also may materially and adversely affect the business and results of operations of GE Company's non-financial businesses; increased IT security requirements, vulnerabilities, threats and more sophisticated and targeted computer crime could pose a risk to GE Capital's systems, networks, products, solutions, services and data; GE Company may face operational failures that could have a material adverse effect on its business, reputation, financial position and results of operations, and it is dependent on maintenance of existing product lines, market acceptance of new product introductions and product innovations for continued revenue growth; GE Capital's intellectual property portfolio may not prevent competitors from independently developing products and services similar to or duplicative to GE Company's; and significant raw material shortages, supplier capacity constraints, supplier production disruptions, supplier quality and sourcing issues or price increases could increase GE Capital's operating costs and adversely impact the competitive positions of GE Company's products. | ||
D.3 | Key risks regarding | There are also risks associated with the Notes. These include a range of market |
Element | Title | |
the Notes | risks (including that there may be no or only a limited secondary market in the Notes, that the value of an investor's investment may be adversely affected by exchange rate movements where the Notes are not denominated in the investor's own currency and that any credit rating assigned to the Notes may not adequately reflect all the risks associated with an investment in the Notes), the fact that the conditions of the Notes may be modified without the consent of the holder in certain circumstances, that the holder may not receive payment of the full amounts due in respect of the Notes as a result of amounts being withheld by the Issuer in order to comply with applicable law and that investors are exposed to the risk of changes in law or regulation affecting the value of Notes held by them. |
Section E – Offer
Element | Title | |
E.2b | Use of proceeds | The net proceeds from the issue of Notes will be added to the general funds of the Issuer and will be available for financing its, and the group's, operations. |
E.3 | Terms and conditions of the offer | This issue of Notes is being offered in a Public Offer in Italy. The issue price of the Notes (the "Issue Price") is 100 per cent. of their nominal amount. Offer Price: The Notes will be offered at the Issue Price. |
Conditions to which the offer is subject: The Offer of the Notes is conditional on their issue. The Lead Manager (as defined below) reserves the right, between the date of the publication of the Final Terms and March 28, 2014 (the Issue Date), to cancel the Offer, upon the occurrence of certain circumstances. The Issuer reserves the right, between the date of the publication of the Final Terms and the day preceding the beginning of the Offer Period (as defined below) to cancel the Offer. Description of the application process: During the period commencing at 9.00 CET on March 10, 2014 until 13.30 CET on March 21, 2014, unless extended, cancelled or early closed (such period, as it may be extended or, in the case of early closure, shortened, the "Offer Period"), investors may |
Element | Title | |
apply for subscription of the Notes during normal Italian banking hours at the offices (filiali) of the Distributors (as defined below) by filling in, duly executing (also by appropriate attorneys) and delivering a specific subscription form (the "Acceptance form") (Modulo di Adesione), as prepared by the Lead Manager. Acceptance forms are available at each Distributors' office. Applicants having no client relationship with the Distributor with whom the Acceptance form is filed may be required to open a current account or to make a temporary non interest bearing deposit of an amount equal to the counter-value of the Notes requested, calculated on the basis of the Issue Price of the Notes. In the event that the Notes are not allotted or only partially allotted, the total amount paid as a temporary deposit, or any difference with the counter-value of the Notes allotted, will be repaid to the applicant without charge by the Settlement Date. Multiple applications may be filled in and delivered by the same applicants with the same or different Distributor, without prejudice to the circumstance that for the purposes of the allocation each applicant will be considered individually independently of the number of Acceptance forms delivered. Without prejudice to the provisions applicable to publication of supplements under article 16 of the Prospectus Directive as implemented from time to time, and to those applicable to distribution of Notes through door-to-door selling, as specified below, applications may not be revoked and may not be subject to conditions. After submission of the Acceptance forms, investors may not reduce the amount of their application. |
Element | Title | |
Companies providing investment portfolio management services through nominee registration, ("società fiduciarie autorizzate alla gestione patrimoniale di portafogli d'investimento mediante intestazione fiduciaria") as per article 60, paragraph 4, of Legislative Decree no. 415 of 23 July 1996, in order to participate in the offer solely on behalf of their clients, must complete the relevant Acceptance form for each client by entering the client's fiscal code in the appropriate box. Investors may also submit their applications to participate in the Offer through parties authorised to perform individual investment portfolio management services pursuant to Financial Services Act, provided that these parties sign the appropriate form in the name and on behalf of the applicant, and through intermediaries authorised to receive and transmit orders, pursuant to the Financial Services Act, on the conditions provided for by CONSOB regulations from time to time applicable. Distributors which intend to distribute Notes through door-to-door selling (fuori sede) pursuant to article 30 of the Financial Services Act will collect the Acceptance forms both directly at their branches and offices and through financial promoters (promotori finanziari) pursuant to Article 31 of the Financial Services Act. Pursuant to article 30, paragraph 6 of the Financial Services Act, the validity and enforceability of contracts entered into through financial promoters (door- to-door selling) is suspended for a period of 7 (seven) days after the investor's acceptance of the same. Within such period investors may communicate their withdrawal to the relevant Distributor without any charge |
Element | Title | |
or commission. In the event of publication of a supplement to the Base Prospectus as provided by the Prospectus Directive, investors who have already agreed to subscribe for the Notes before the supplement is published shall have the right, exercisable within a time limit indicated in the supplement, to withdraw their applications by a written notice to the Distributor who has received such application. The final date of the right of withdrawal will be stated in the relevant supplement. Applications received by the Distributors prior to the start of the Offer Period or after the closing date of the Offer Period, will be considered as not having been received and shall be void. Interest on the Notes will be U.S.- source income for U.S. federal income tax purposes and therefore generally will be subject to U.S. withholding tax unless holders comply with certain documentation requirements. In that regard, certain requirements that originally were scheduled to enter into effect for debt instruments issued after December 31, 2013 now will apply only to debt instruments issued after June 30, 2014, and thus those additional requirements will not apply to the Notes. | ||
Details of the minimum and/or maximum The Notes may be subscribed in a amount of application (whether in minimum lot of 1 (one) Note (the numbers of securities or aggregate "Minimum Lot") or an integral amount to invest): number of Notes greater than the Minimum Lot. There is no maximum amount of application. Description of possibility to reduce Not Applicable subscriptions and manner for refunding excess amount paid by applicants: Details of the method and time limits for The Notes allotted shall be paid by the paying up and delivering the Notes: relevant investor on the Settlement |
Element | Title | |
Date at the offices of the Distributors who received the applications, without fees or any other expenses or commissions being charged to the applicant by the Issuer, the Lead Manager, or the Distributors. The Notes will be issued on the Issue Date against payment by the Distributors, via the Lead Manager, to the Issuer of the subscription monies. | ||
Upon such payment, as described above, the allotted Notes will be made available through the Lead Manager to investors by delivery in book entries form in the deposit accounts held, directly or indirectly, by the Distributors at Euroclear and/or Clearstream. Full description of the manner and date on The results of the Offer and the Final which results of the offer are to be made Principal Amount of the Notes to be to public: issued will be notified by the Lead Manager by means of a notice (aimed at completing in this respect the information provided within these Final Terms) published on Borsa Italiana's website and in a leading daily newspaper with general circulation in Italy (which is expected to be "Il Sole 24 Ore" or "MF") no later than the fifth Business Day (such day included) following the end of the Offer Period. Procedure for exercise of any right of pre- Not Applicable emption, negotiability of subscription rights and treatment of subscription rights not exercised: Process for notification to applicants of Should the principal amount of Notes the amount of Notes allotted and in respect of which subscription indication whether dealing may begin applications have been validly tendered before notification is made: from the public at large during the Offer Period exceed the Final Principal Amount determined by the Issuer, Notes shall be allotted by the Lead Manager on the basis of the following criteria: (A) If the number of applicants does not exceed the number |
Element | Title | |
of Minimum Lots available, each applicant will be allotted an amount of Notes equal to the Minimum Lot. If after such allotment there are still Notes remaining unalloted, these will be allotted as follows: (a) the Lead Manager, after deducting the allotted Minimum Lots, will allot the remaining Notes to applicants in proportion to the amount of Notes requested (and not satisfied) by each one of them. This proportional allotment will be rounded down, so that no fractional Note will be allotted; (b) if, following the allotment described in (a) above, any Notes are still outstanding, these will be individually allotted by the Lead Manager to applicants who took part in the proportional allocation in (a) through a ballot to be carried out in all cases through mechanisms that allow to assess the relevant procedures and ensure the compliance with the requirements of fairness and equal treatment amongst all potential subscribers thereof. (B) If the number of applicants exceeds the number of Minimum Lots available (and hence it is not possible to allot the Minimum Lot to each applicant as the total amount of Notes to be issued is not enough), the Lead Manager will allot the Minimum Lots to applicants by ballot. The ballot will be carried out in all cases through mechanisms that allow to assess the |
Element | Title | |
relevant procedures and ensure the compliance with the requirements of fairness and equal treatment amongst all potential subscribers thereof. Each Distributor shall notify applicants with amounts allotted after receiving notice of allotment (if any) from the Lead Manager and, in any event, before the Issue Date. Dealings in the Notes may not commence before the Issue Date. | ||
Details of any tranche(s) reserved for Not Applicable specific country: Amount of any expenses and taxes Not Applicable specifically charged to the subscriber or purchaser: Banca IMI S.p.A. Name(s) and address(es), to the extent Xxxxx Xxxxxxxx 0 known to the Issuer, of the placers in the 00000 Xxxxx various countries where the offer takes Italy place: (the "Lead Manager") BANCA IMI S.p.A. – INTESA SANPAOLO Group Largo Xxxxxxxx 3 – 20121 Milan (Lead Manager and Distributor) The following entities of the Intesa Sanpaolo banking group will also act as Distributors: Intesa Sanpaolo S.p.A. Xxxxxx Xxx Xxxxx, 000 -00000 Xxxxxx XXXXX XX FIRENZE S.p.A. Xxx Xxxxx Xxxxx, 0 -00000 Xxxxxxx BANCA DELL’ADRIATICO S.P.A. Xxxxx Xxxxxxx, 000, – 00000 Xxxxxx Xxxxxx |
Element | Title | |
Banca di Credito Sardo S.p.A. Xxxxx Xxxxxxx - 00000 Xxxxxxxx BANCA DI TRENTO E BOLZANO SPA Xxx Xxxxxxx, 00 - 00000 Xxxxxx Banca Fideuram S.p.A. Xxxxxx X. Xxxxxx, 00 - 00000 Xxxx (xxxx Distributor through door-to-door selling and Distributor also through Sanpaolo Invest Sim S.p.A. through door-to-door selling) BANCA XXXXX XXXXX X.X.X. X.xx Xxxxxx Xxxxxxxxx, 0 - 00000 Xxxxx Banca Prossima S.p.A. Xxxxxx Xxxxx Xxxxxxx, 00 - 00000 Xxxxxx BANCO DI NAPOLI S.P.A. Xxx Xxxxxx, 000 - 00000 Xxxxxx Cassa dei Risparmi di Forlì e della Romagna S.p.A. Xxxxx xxxxx Xxxxxxxxxx, 00 - 00000 Xxxxx Cassa di Risparmio del Friuli Venezia Giulia S.p.A. Xxxxx Xxxxx, 000 - 00000 Xxxxxxx Cassa di Risparmio del Veneto Spa Xxxxx Xxxxxxxxx, 00/00 - 00000 Xxxxxx Cassa di Risparmio della Provincia di Viterbo SpA Xxx Xxxxxxx, 000 - 00000 Xxxxxxx Cassa di Risparmio di Civitavecchia |
Element | Title | |
S.p.A. Xxxxx Xxxxxxxxxx, 00 - 00000 Xxxxxxxxxxxxx Cassa di Risparmio di Pistoia e delle Lucchesia S.p.A. Xxx Xxxx, 0 - 0000 Xxxxxxx CASSA DI RISPARMIO DI RIETI S.p.A. Xxx X. Xxxxxxxxx, 000 - 00000 Xxxxx CASSA DI RISPARMIO DI VENEZIA S.P.A. San Marco, 4216 - 30124 Venezia CASSA DI RISPARMIO IN BOLOGNA SPA Xxx Xxxxxx, 00 - 00000 Xxxxxxx Casse di Risparmio dell’Umbria SpA Xxxxx Xxxxxx 00/X - 00000 Xxxxx INTESA SANPAOLO PRIVATE BANKING S.p.A. Xxx Xxxxxx, 00 - 00000 Xxxxxx, Distributor also through door-to-door selling Other Distributors: BANCA AKROS S.p.A. - Gruppo Bipiemme Banca Popolare di Milano Xxxxx Xxxxxxxx, 00 -00000 Xxxxxx Distributor also through Banca Popolare di Milano s.c.a.r.l., and Banca Popolare di Mantova S.p.A.both being also distributors through door-to-door selling BANCA CARIM – Cassa di Risparmio di Rimini SpA Xxxxxx Xxxxxxx, 00 – 00000 Xxxxxx |
Element | Title | |
Banca Generali S.p.A. Xxx Xxxxxxxxxxx, 0 - 00000 Xxxxxxx, Distributor also through door-to-door selling BANCA PASSADORE & C. S.p.A. Xxx Xxxxxx Xxxxxxxx, 00 - 00000 Xxxxxx Banca Popolare di Bari s.c.p.a. Xxxxx Xxxxxx 00 – 00000 Xxxx Distributor also through Cassa di Risparmio di Orvieto Banca Popolare Friuladria S.p.A. (Gruppo Cariparma Credit Agricole) Xxxxxx XX Xxxxxxxxx, 0 - 00000 Xxxxxxxxx Banca Sella Holding S.p.A. Xxxxxx Xxxxxxxxx Xxxxx, 0 - 00000 Xxxxxx Distributor also through Banca Sella S.p.A., Banca Patrimoni Sella & C. S.p.A. (Banca Patrimoni Sella & C.S.p.A. also distributor through door- to-door selling ) Cassa di Risparmio di Parma SpA (Gruppo Cariparma Credit Agricole) Xxx Xxxxxxxxxx, 0 - 00000 Xxxxx Cassa di Risparmio della Spezia S.p.A. (Gruppo Cariparma Credit Agricole) Xxxxx Xxxxxx, 00 - 00000 Xx Xxxxxx Cassa di Risparmio di Fermo S.p.A. Via Xxx Xxxxxxx Xxxxx, 1 – 00000 Xxxxx |
Element | Title | |
CREDITO VALTELLINESE s.c. Xxxxxx Xxxxxxxxx, 0 - 00000 Xxxxxxx (Distributor also through Credito Siciliano SpA, Cassa di Risparmio di Fano SpA) Deutsche Bank Spa Xxxxxx xxx Xxxxxxxxxx, 0 - 00000 Xxxxxx also Distributor through door- to-door selling EQUITA S.I.M. S.p.A. Xxx Xxxxxx, 0 - 00000 Xxxxxx Gruppo Banca Xxxxxxxx Xxx Xxxxxxxx 00, 00000 Xxxxxx ICCREA BANCA S.p.A. Xxx Xxxxxxxx Xxxxxx 00/00 – 00000 Xxxx INVEST BANCA S.p.A. Xxx X. Xxxxxxxxx 00 – 00000 Xxxxxx (XX) ISTITUTO CENTRALE DELLE BANCHE POPOLARI ITALIANE S.p.A. Xxxxx Xxxxxx, 00 – 00000 Xxxxxx UniCredit S.p.A. Xxx X. Xxxxxxx, 00 - 00000 Xxxx also Distributor through door-to-door selling (the "Distributors" and, together with the Lead Manager and any other entity appointed for the placement of Notes during the Offer Period, the "Authorized Distributors") | ||
E.4 | Interest of natural and legal persons involved in the issue/offer | The Authorized Distributors will be paid fees in relation to the issue of the Notes. Any such Authorized Distributor and its affiliates may also have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary |
Element | Title | |
E.7 | Expenses charged to the investor by the Issuer or an Offeror | course of business. Other than as mentioned above, and as discussed in the paragraphs below, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer, including conflicting interests. Investors' attention is drawn to the circumstance that: Banca IMI S.p.A. is a subsidiary of and subject to the direction and co-ordination of Intesa Sanpaolo S.p.A. and belongs to the Intesa Sanpaolo banking group. Certain Distributors also belong to the Intesa Sanpaolo banking group; participation relationships of the Lead Manager with certain Distributors belonging to the same banking group could result in a conflict of interest. Intesa Sanpaolo S.p.A., through its subsidiaries has made significant financing, according to its internal policies and procedures, to companies of the group of the Issuer and this may result in a conflict of interest. Banca IMI S.p.A. acting as Lead Manager and the Distributors belonging to the Intesa Sanpaolo banking group will receive from the Issuer an amount respectively equal to the commissions as set out under item "Dealer's Discount or Commission" of these Final Terms. The Lead Manager and its affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business. In addition to the role that Banca IMI S.p.A. plays as Lead Manager of the Offer, Banca IMI S.p.A. could be counterparty of a swap agreement related to the hedging of the Notes. Banca IMI S.p.A. performs activities (including market making on regulated and MTF markets) and provides investment services which may relate to the financial instruments issued by the Issuer or by companies of the group of the Issuer or other instruments linked to these. Not Applicable – No expenses will be charged to investors by the Issuer or by the Authorized Distributors. |
TERMS AND CONDITIONS OF THE NOTES
The following are the Terms and Conditions of the Notes which will be incorporated by reference into each Global Note (as defined below) and each definitive Note, in the latter case only if permitted by the relevant stock exchange or other relevant authority (if any) and agreed by the Issuer (as defined below) and the relevant Dealer at the time of issue but, if not so permitted and agreed, such definitive Note will have endorsed thereon or attached thereto such Terms and Conditions. The applicable Final Terms (or the relevant provisions thereof) will be endorsed upon, or attached to, each Global Note and definitive Note.
This Note is one of a Series (as defined below) of Notes issued pursuant to the Fiscal Agency Agreement (as defined below). References herein to the "Notes" shall be references to the Notes of this Series, which may be issued in registered form ("Registered Notes") or, if such issuance is permitted under U.S. federal income tax law at the time of issuance without adverse tax consequences to the Issuer (as defined below) or the Guarantor (as defined below), bearer form ("Bearer Notes") and shall mean:
(a) in relation to any Notes represented by a global Note (a "Global Note"), units of each Specified Denomination in the Specified Currency;
(b) any Global Note in either registered form (a "Registered Global Note") or bearer form (a "Bearer Global Note", which may be in temporary bearer global form (a "Temporary Bearer Global Note") or permanent bearer global form (a "Permanent Bearer Global Note"));
(c) any definitive Notes in bearer form issued in exchange for a Bearer Global Note; and
(d) any definitive Notes in registered form (whether or not issued in exchange for a Bearer Global Note or a Registered Global Note).
The Notes and Coupons (as defined below) are issuable under a Twelfth Amended and Restated Fiscal and Paying Agency Agreement (as amended and supplemented from time to time, the "Fiscal Agency Agreement") dated as of April 5, 2013 among General Electric Capital Corporation ("GE Capital"), GE Capital Australia Funding Pty. Ltd. (A.B.N. 67 085 675 467) ("GE Capital Australia Funding"), GE Capital European Funding, GE Capital UK Funding and The Bank of New York Mellon as fiscal agent (in such capacity, the "Fiscal Agent" (which expression shall include any successor fiscal agent) and, together with any other paying agents appointed by the Issuer and the Guarantor, the "Paying Agents") and The Bank of New York Mellon (Luxembourg) S.A. as initial registrar (the "Registrar", which expression shall include any other person designated by the Issuer as a person authorized to register and register transfer of the Notes) and transfer agent (together with the Registrar, the "Transfer Agents", which expression shall include any additional or successor transfer agents).The Bank of New York Mellon at its office in London has been appointed the Exchange Rate Agent (the "Exchange Rate Agent", which term shall include any successor exchange rate agent) with respect to the Notes. To the extent not inconsistent herewith, the terms of the Fiscal Agency Agreement are hereby incorporated by reference herein.
Interest bearing definitive Bearer Notes have interest coupons ("Coupons"). Definitive Bearer Notes which are repayable in installments ("Amortizing Notes") have receipts ("Receipts") for the payment of the installments of principal (other than the final installment) attached on issue. Registered Notes and Global Notes do not have Receipts or Coupons attached on issue. References to the "Notes" shall include any Receipts, as far as the context permits.
The final terms for this Note (or the relevant provisions thereof) are set out in Part A of the Final Terms attached to or endorsed on this Note which supplement these Terms and Conditions (the "Conditions"). References to the "applicable Final Terms" are to Part A of the Final Terms (or the relevant provisions thereof) attached to or endorsed on this Note.
The issuer of this Note (the "Issuer") may be GE Capital, GE Capital Australia Funding, GE Capital European Funding or GE Capital UK Funding, as specified in the applicable Final Terms.
If this Note is issued by an Issuer other than GE Capital, the payment of all amounts in respect of this Note have been guaranteed by GE Capital pursuant to a guarantee (the "Guarantee") which, if this Note is a Senior Note (as defined below), will be a senior guarantee (the "Senior Guarantee") and, if this Note is a Subordinated Note (as defined below), will be a subordinated guarantee (the "Subordinated Guarantee"), in each case endorsed on this Note and executed by GE Capital in its capacity as Guarantor (the "Guarantor"). The original of the Guarantee is held by the Fiscal Agent on behalf of the Noteholders, the Couponholders and the Receiptholders (each as defined below) at its specified office.
All references to the "Guarantor" and the "Guarantee" in these Conditions shall only apply in respect of Notes issued by an Issuer other than GE Capital.
Any reference to "Noteholders" or "holders" in relation to any Notes shall mean (in the case of Bearer Notes in definitive form) the holders of the Notes and (in the case of Registered Notes in definitive form) the persons in whose name the Notes are registered and shall, in relation to any Notes represented by a Global Note, be construed as provided under Condition 1 ("Form, Denomination and Title"). Any reference herein to "Couponholders" shall mean the holders of the Coupons and any reference to "Receiptholders" shall mean the holders of the Receipts.
The Issuer may, from time to time, re-open one or more series of Notes (each, a "Series") and issue additional Notes with the same terms (including maturity and interest payment terms but excluding authentication date, effectuation date (in the case of a Bearer Note issued in new global note form ("NGN") or a Registered Note issued under the new safekeeping structure ("NSS")) and public offering price) as Notes issued on an earlier date; provided that a Series of Notes may not comprise both Bearer Notes and Registered Notes; and provided further that no Bearer Notes may be issued unless such issuance is permitted under U.S. federal income tax law at the time of such issuance without adverse consequences to the Issuer. After such additional Notes are issued they will be fungible with the previously issued Notes to the extent specified in the applicable Final Terms, provided that any additional Bearer Notes may not be consolidated with previously issued Bearer Notes prior to the exchange of interests in a temporary Global Note for interests in a permanent Global Note or for definitive Notes upon certification of non-U.S. beneficial ownership. Each such Series may contain one or more tranches of Notes (each, a "Tranche") having identical terms, including the authentication date and the public offering price; provided that a Tranche of Notes may not comprise both Notes in bearer form and Notes in registered form.
Copies of the Fiscal Agency Agreement and the Guarantee are available for inspection during normal business hours at the specified office of each of the Fiscal Agent and the Transfer Agents (such Agents being together referred to as the "Agents"). If the Notes are to be admitted to trading on the regulated market of the London Stock Exchange, the applicable Final Terms will be published on the website of the London Stock Exchange through a regulatory information service. The Noteholders, the Couponholders and the Receiptholders are deemed to have notice of, and are entitled to the benefit of, all the provisions of the Fiscal Agency Agreement, the Guarantee and the applicable Final Terms which are applicable to them. The statements in the Conditions include summaries of certain provisions of the Fiscal Agency Agreement which do not purport to be complete, and are subject to, and are qualified in their entirety by reference to, all the provisions of the Fiscal Agency Agreement, including the definitions therein of certain terms.
Words and expressions defined in the Fiscal Agency Agreement or used in the applicable Final Terms shall have the same meanings where used in the Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the Fiscal Agency Agreement and the applicable Final Terms, the applicable Final Terms will prevail.
In the Conditions, "euro" means the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended.
1. FORM, DENOMINATION AND TITLE
The Notes are in registered form or bearer form (and Bearer Notes may be exchangeable for Registered Notes, but Registered Notes may not be exchangeable for Bearer Notes) as specified in the applicable Final Terms and, in the case of definitive Notes, serially numbered, in the Specified Currency and the Specified Denomination(s) specified in the applicable Final Terms. Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination.
This Note may be a Fixed Rate Note, a Floating Rate Note, an Original Issue Discount Note or a combination of any of the foregoing, depending upon the Interest Basis specified in the applicable Final Terms.
This Note may be an Amortizing Note depending on the Redemption Basis shown in the applicable Final Terms.
This Note may also be a Senior Note or a Subordinated Note, as indicated in the applicable Final Terms.
Definitive Bearer Notes are issued with Coupons attached, unless they are Original Issue Discount Notes in which case references to Coupons and Couponholders in the Conditions are not applicable. Amortizing Notes in definitive Bearer form are issued with one or more Receipts attached.
Except as set out below, title to the definitive Bearer Notes and Coupons will pass by delivery and title to the Registered Notes will pass upon registration of transfers in accordance with Condition 2 ("Exchange and Transfers of Notes") and the provisions of the Fiscal Agency Agreement. The Issuer, the Guarantor and any Agent will (except as otherwise required by law) deem and treat the bearer of any definitive Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph.
For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear Bank S.A./N.V. ("Euroclear") and/or Clearstream Banking, société anonyme ("Clearstream, Luxembourg"), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Guarantor and the Agents as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Bearer Global Note or the registered holder of the relevant Registered Global Note shall be treated by the Issuer, the Guarantor and any Agent as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Note and the expressions "Noteholder" and "holder of Notes" and related expressions shall be construed accordingly.
Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear and Clearstream, Luxembourg, as the case may be. References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in Part B of the applicable Final Terms.
2. EXCHANGE AND TRANSFERS OF NOTES
2.1 Exchange of Bearer Notes
If specified in the applicable Final Terms, and subject to the terms of the Fiscal Agency Agreement, this Note, if in Bearer form (along with all unmatured Coupons, and all matured Coupons, if any, in default) may be
exchanged at the option of the holder into Registered Notes of any authorized denominations of the same Series and in an equal aggregate principal amount, in accordance with the provisions of the Fiscal Agency Agreement at the office of the Registrar or at the office of any Transfer Agent designated by the Issuer and the Guarantor for such purpose.
Bearer Notes surrendered in exchange for Registered Notes after the close of business at any such office (i) on any Record Date (as defined below) for the payment of interest on a Registered Note and before the opening of business at such office on the relevant Interest Payment Date (as defined below), or (ii) on any Special Record Date (as defined below) and before the opening of business at such office on the related proposed date for payment of defaulted interest, shall be surrendered without the Coupon relating to such date for payment of interest.
Definitive Bearer Notes may be exchanged for definitive Bearer Notes of the same Series in other authorized denominations, in an equal aggregate principal amount. In order to effect such exchange, the holder or holders must surrender the definitive Bearer Note at the offices of any Paying Agent appointed by the Issuer and the Guarantor for such purpose.
The date of surrender of any definitive Bearer Note or Coupon delivered upon any exchange or transfer of definitive Bearer Notes or Coupons shall be such that no gain or loss of interest results from such exchange or transfer.
2.2 Exchange of Registered Notes
This Note, if in registered form, may be exchanged for Registered Notes of the same Series in other authorized denominations, in an equal aggregate principal amount upon surrender of any such Notes to be exchanged at the offices of the Registrar or any transfer agent designated by the Issuer and the Guarantor for such purpose.
This Note, if in registered form, may not be exchanged for Bearer Notes.
2.3 Transfers of interests in Registered Notes
So long as this Note is represented by a Registered Global Note, it may be transferred only to a common depositary, or as the case may be, the common safekeeper, outside the United States for Euroclear or Clearstream, Luxembourg or to a nominee of such a depositary, or as the case may be, the common safekeeper.
Transfers of beneficial interests in Registered Global Notes will be effected by Euroclear or Clearstream, Luxembourg, as the case may be, and, in turn, by other participants and, if appropriate, indirect participants in such clearing systems acting on behalf of transferors and transferees of such interests. A beneficial interest in a Registered Global Note will, subject to compliance with all applicable legal and regulatory restrictions and the restrictions set forth in the relevant Global Note, be exchangeable for Notes in definitive form or for a beneficial interest in another Registered Global Note only in the Specified Denominations set out in the applicable Final Terms and only in accordance with the rules and operating procedures for the time being of Euroclear or Clearstream, Luxembourg, as the case may be, and in accordance with the terms and conditions specified in the Fiscal Agency Agreement.
Registered Notes may be presented for registration of transfer at the offices of the Registrar or any transfer agent designated by the Issuer and the Guarantor for such purpose, with the form of transfer thereon duly completed.
All Registered Notes presented for registration of transfer or for exchange, redemption, repayment or payment shall (i) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Issuer, the Guarantor and the Registrar duly executed by the holder or its attorney duly authorized in writing and (ii) be accompanied by a duly completed Form W-8BEN, W-8IMY or other applicable form required in order to establish an exemption from U.S. withholding tax pursuant to the United States Internal Revenue Code of 1986, as amended. Any such transfer will be subject to Condition 2.5
("Restrictions on registration of transfers and exchanges") below and such reasonable regulations as the Registrar may prescribe.
2.4 Costs of registration of transfer or exchange
No service charge shall be payable for any registration of transfer or exchange of Notes but the Issuer and the Guarantor may require payment of a sum sufficient to cover any transfer taxes or other governmental charges that may be imposed in connection therewith.
2.5 Restrictions on registration of transfers and exchanges
The Issuer and the Guarantor shall not be required:
(i) to register the transfer of or exchange Notes to be redeemed for a period of 15 calendar days preceding the first publication of the relevant notice of redemption, or if Registered Notes are outstanding and there is no publication, the mailing of the relevant notice of redemption;
(ii) to register the transfer of or exchange any Registered Note selected for redemption or surrendered for optional repayment, in whole or in part, except the unredeemed or unpaid portion of any such Registered Note being redeemed or repaid, as the case may be, in part;
(iii) to exchange any Bearer Note selected for redemption or surrendered for optional repayment, except that such Bearer Note may be exchanged for a Registered Note of like tenor, provided that such Registered Note shall be simultaneously surrendered for redemption or repayment, as the case may be;
(iv) in respect of an Amortizing Note, to register transfer of or exchange of a Registered Note in definitive form during the period of 15 calendar days ending on the due date for payment of any Installment Amount;
(v) to issue or exchange definitive Bearer Notes for a period of 15 calendar days preceding any date fixed for redemption of such Note; or
(vi) to register the transfer or exchange of a Registered Note in violation of any legend appearing on the face thereof.
Notwithstanding anything in the Fiscal Agency Agreement or herein to the contrary, none of the Issuer, the Fiscal Agent or any agent of such Issuer or the Fiscal Agent shall be required to exchange any Bearer Note for a Registered Note if such exchange would result in adverse income tax consequences to the Issuer (such as, for example, the inability of the Issuer to deduct from its income, as computed for income tax purposes, the interest payable on the Bearer Notes) under (i) then applicable United States federal income tax laws or (ii) in the case of an Issuer other than GE Capital, then applicable income tax laws or regulations of the jurisdiction of incorporation or organisation of the Issuer or any political subdivision thereof or therein.
3. STATUS OF NOTES AND GUARANTEE
3.1 Status of Notes and Coupons
The Notes may be issued on either a senior ("Senior Notes") or a subordinated basis ("Subordinated Notes").
(a) Status – Senior Notes
This Condition 3.1(a) is applicable in relation to Notes specified in the applicable Final Terms as Senior Notes and references to "Notes" and "Coupons" in this Condition shall be construed accordingly.
The Senior Notes and any relative Coupons are (i) unsecured and rank equally with all other unsecured and unsubordinated indebtedness of the Issuer and (ii) effectively junior to the liabilities of the Issuer's subsidiaries, if any.
(b) Status – Subordinated Notes
This Condition 3.1(b) is applicable in relation to Notes specified in the applicable Final Terms as Subordinated Notes and references to "Notes" and "Coupons" in this Condition shall be construed accordingly.
The Subordinated Notes and any relative Coupons (i) constitute general unsecured obligations of the Issuer,
(ii) rank subordinated in right of payment, as set forth in this Condition 3.1(b), to all Senior Indebtedness (as defined below) and (iii) are effectively junior to the liabilities of the Issuer's subsidiaries, if any.
For purposes of this Condition 3.1(b), the term "Senior Indebtedness" shall mean, in respect of the Issuer of such relevant Subordinated Note, (i) the principal of, premium, if any, and interest on all of the indebtedness for money borrowed of the Issuer, other than the Subordinated Notes issued by the Issuer; (ii) obligations of the Issuer arising from any guaranty, letter of credit or similar credit enhancement (including, without limitation, obligations arising from off balance sheet guarantees and direct credit substitutes); (iii) obligations of the Issuer associated with derivative products such as interest rate and foreign exchange rate swaps, forward sales of interests in commodities, and similar arrangements; and (iv) obligations of the Issuer for purchased money, in each case regardless of whether such indebtedness or obligations are outstanding on the date of the issue of this Note or thereafter created, assumed or incurred, and any deferrals, renewals or extensions thereof; provided, however, that Senior Indebtedness shall not include (1) any accounts payable or other liability to trade creditors (other than those obligations referenced in items (ii) and (iii), above) arising in the ordinary course of business (including instruments evidencing such liabilities), (2) any indebtedness, guarantee or obligation of the Issuer which is expressly subordinate or junior in right of payment in any respect to any other indebtedness, guarantee or obligation of the Issuer, or (3) any obligations with respect to any capital stock. The term "indebtedness for money borrowed" as used in the definition of Senior Indebtedness above shall include, without limitation, any obligation of the Issuer of such relevant Subordinated Notes for the repayment of borrowed money, whether or not evidenced by bonds, debentures, notes or other instruments and any deferred obligation for the payment of the purchase price of property or assets.
There is no limitation on the ability of the Issuer to issue additional Senior Indebtedness. Any Senior Notes issued by the Issuer constitute Senior Indebtedness in respect of the Subordinated Note issued by the Issuer.
(i) Subordination
If this Note is a Subordinated Note, the Issuer agrees, and each Noteholder by accepting this Subordinated Note agrees, that the indebtedness evidenced by such Subordinated Note is subordinated in right of payment to the prior payment of all Senior Indebtedness, and that such subordination is for the benefit of and enforceable by the holders of Senior Indebtedness. Obligations of the Issuer which are Senior Indebtedness shall rank senior to this Subordinated Note in accordance with the provisions set forth herein.
(ii) Liquidation, Dissolution, Bankruptcy
Upon any payment or distribution of the assets of the Issuer to creditors or upon a total or partial liquidation, total or partial dissolution of such Issuer, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Issuer or its respective properties: (a) the holders of Senior Indebtedness will be entitled to receive payment in full of the Senior Indebtedness before the holders of this Subordinated Note are entitled to receive any payment of principal of or interest on or other amounts with respect to this Subordinated Note; and (b) until the Senior Indebtedness is paid in full, any distribution to which holders of this Subordinated Note would be entitled but for this Condition 3.1(b) will be made to holders of the Senior Indebtedness as their interests may appear
(except that the holders of this Subordinated Note may receive shares of stock and any debt securities that are subordinated to Senior Indebtedness to at least the same extent as this Subordinated Note and do not provide for the payment of principal prior to the maturity of all Senior Indebtedness).
(iii) Default on Senior Indebtedness
The Issuer may not pay the principal of or interest on or other amounts with respect to this Subordinated Note, make any deposit to or otherwise repurchase, redeem or otherwise retire this Subordinated Note if (i) any Senior Indebtedness is not paid when due and payable or (ii) any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Indebtedness has been paid in full.
(iv) When Distributions Must Be Paid Over
If a distribution is made to holders of this Subordinated Note that, due to the subordination provisions contained in this Condition 3.1(b), should not have been made to them, the holders of this Subordinated Note who receive such distribution are required to hold such distributions in trust for the holders of Senior Indebtedness and pay it over to them as their interests may appear.
(v) Subrogation
After all Senior Indebtedness is paid in full and until this Subordinated Note is paid in full, holders of this Subordinated Note shall be subrogated to the rights of holders of Senior Indebtedness to receive distributions applicable to Senior Indebtedness. A distribution made to holders of Senior Indebtedness pursuant to this Condition 3.1(b) which otherwise would have been made to the holders of this Subordinated Notes is not, as between the Issuer and the holders of this Subordinated Note, a payment by the Issuer on Senior Indebtedness.
(vi) Relative Rights
This Condition 3.1(b) defines the relative rights of holders of this Subordinated Note and holders of Senior Indebtedness. Nothing herein shall:
(1) impair, as between the Issuer and holders of this Subordinated Note, the obligation of the Issuer, which is absolute and unconditional, to pay principal of and interest on or other amounts with respect to the this Subordinated Note in accordance with their terms; or
(2) prevent any holder of this Subordinated Note from exercising its available remedies upon a Subordinated Note Event of Default (as defined below), subject to the rights of holders of Senior Indebtedness to receive distributions otherwise payable to holders of this Subordinated Note.
(vii) Subordination May Not Be Impaired
No right of any holder of Senior Indebtedness to enforce the subordination of the indebtedness evidenced by this Subordinated Note will be impaired by any act or failure to act by the Issuer or by the failure of the Issuer to comply with its obligations hereunder.
(viii) Rights of Paying Agents
Notwithstanding Condition 3.1(b)(iii), the Fiscal Agent or any Paying Agent may continue to make payments on this Subordinated Note and will not be charged with knowledge of the existence of facts
that would prohibit the making of any such payments unless, not less than two Business Days prior to the date of such payment, an officer of the Fiscal Agent responsible for the administration of the Fiscal Agency Agreement receives written notice satisfactory to it that payments may not be made under the terms of this Subordinated Note. The Issuer, the Registrar, a Paying Agent, a trustee, agent or representative for an issuer of Senior Indebtedness or a holder of Senior Indebtedness may give the notice; provided, however, that, if an issue of Senior Indebtedness has a trustee, agent or representative, only such trustee, agent or representative, rather than a holder of Senior Indebtedness, may provide notice. The Fiscal Agent will be entitled to assume that any prohibition on the right of the Issuer to pay this Subordinated Note has not terminated unless an officer of the Fiscal Agent responsible for the administration of the Fiscal Agency Agreement receives written notice satisfactory to it of such termination from any of the persons specified in this paragraph.
The Fiscal Agent in its individual or any other capacity may hold Senior Indebtedness with the same rights it would have if it were not Fiscal Agent. The Registrar and any Paying Agent may do the same with like rights. The Fiscal Agent will be entitled to all the rights set forth in the terms of this Subordinated Note with respect to any Senior Indebtedness, which may at any time be held by it, to the same extent as any other holder of Senior Indebtedness; and nothing herein shall deprive the Fiscal Agent of any of its rights as such holder. Nothing herein shall apply to claims of, or payments to, the Fiscal Agent under or pursuant to the terms of this Subordinated Note.
(ix) Distribution or Notice to Representative
Whenever a distribution is to be made or a notice is to be given to holders of Senior Indebtedness with respect to this Subordinated Note, the distribution may be made and the notice may be given to their trustee, agents or representatives, if any.
(x) Not To Prevent Subordinated Notes Events of Default or Limit Right To Accelerate
The failure to make a payment pursuant to this Subordinated Note by reason of any provision of this Condition 3.1(b) shall not be construed as preventing the occurrence of a Subordinated Note Event of Default. No provision of this Condition 3.1(b) shall have any effect on the right of the holders of this Subordinated Note to accelerate the maturity of the Subordinated Notes.
(xi) Reliance of Fiscal Agent
Upon any payment or distribution pursuant to this Condition 3.1(b), the Fiscal Agent and the holders of this Subordinated Note shall be entitled to rely (i) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Condition 3.1(b)(ii) are pending, (ii) upon a certificate of the liquidating trustee or agent or other person making such payment or distribution to the Fiscal Agent or to the holders of this Subordinated Note or (iii) upon the trustee, agents or representatives for the holders of Senior Indebtedness or upon the holders of Senior Indebtedness for which there are no such representatives for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness, and other indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Condition 3.1(b). In the event that the Fiscal Agent determines, in good faith, that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Condition 3.1(b), the Fiscal Agent may request such person to furnish evidence to the reasonable satisfaction of the Fiscal Agent as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such person under this Condition 3.1(b) and, if such evidence is not furnished, the Fiscal Agent may defer any payment to such person pending judicial determination as to the right of such person to receive such payment.
(xii) Fiscal Agent Not Fiduciary for Holders of Senior Indebtedness
The Fiscal Agent, in its capacity as Fiscal Agent or paying agent hereunder, shall not be deemed to owe any fiduciary duty other than expressly provided for in the Fiscal Agency Agreement to the holders of Senior Indebtedness and shall not be liable in either capacity to any such holders if it shall mistakenly pay over or distribute to holders of this Subordinated Note, the Issuer, or any other person, money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Condition 3.1(b) or otherwise.
(xiii) Reliance by Holders of Senior Indebtedness on Subordination Provisions
Each holder of this Subordinated Note by accepting a Note will be deemed to acknowledge and agree that the provisions of this Condition 3.1(b) are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness whether such Senior Indebtedness was created or acquired before or after the issuance of this Subordinated Note, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of Senior Indebtedness shall be deemed conclusively to have relied on such Condition 3.1(b) in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness.
3.2 Status of Guarantee
(a) The Guarantor has unconditionally and irrevocably guaranteed the due payment of all sums expressly payable by the Issuer under the Senior Notes and the Coupons as provided in the Senior Guarantee. The Senior Guarantee is (i) unsecured and ranks equally with all other unsecured and unsubordinated indebtedness of the Guarantor and (ii) effectively junior to the liabilities of the Guarantor's subsidiaries.
(b) The Guarantor has unconditionally and irrevocably guaranteed the due payment of all sums expressly payable by the Issuer under the Subordinated Notes and the Coupons as provided in the Subordinated Guarantee. The Subordinated Guarantee (i) constitutes general unsecured obligations of the Guarantor, (ii) ranks subordinated in right of payment, as set forth in the provisions of the Subordinated Guarantee and (iii) is effectively junior to the liabilities of the Guarantor's subsidiaries.
4. REDENOMINATION
If "Issuer option to redenominate Notes" is specified as being applicable in the applicable Final Terms, an Issuer may, without the consent of the holders of Notes denominated in a Specified Currency of a member state of the European Union, which on or after the issue date of such Notes participates in European Economic and Monetary Union, on giving at least 30 days' prior notice (the "Redenomination Notice") to the holders of such Notes and on prior notice to the Fiscal Agent, Euroclear, Clearstream, Luxembourg and/or any other relevant clearing system, elect that, with effect from the date specified in the Redenomination Notice (the "Redenomination Date"), such Notes shall be redenominated in euro.
The election will have effect as follows:
(a) the Notes shall be deemed to be redenominated into euro in the denomination of €0.01 with a nominal amount for each Note equal to the nominal amount of that Note in the Specified Currency, converted into euro at the Established Rate (defined below); provided that, if the Issuer determines after consultation with the Fiscal Agent that the then market practice in respect of the redenomination into euro of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the Issuer shall promptly notify the holders of Notes,
any stock exchange on which the Notes may be listed, the Fiscal Agent and the Paying Agents of such deemed amendments;
(b) save to the extent that an Exchange Notice (defined below) has been given in accordance with paragraph (d) below, the amount of interest due in respect of the Notes will be calculated by reference to the aggregate nominal amount of Notes presented (or, as the case may be, in respect of which Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest €0.01;
(c) if definitive Notes are required to be issued after the Redenomination Date, they shall be issued, subject to compliance with all applicable laws and regulations, at the expense of the Issuer in the denominations of €1,000, €10,000, €100,000 and (but only to the extent of any remaining amounts less than €1,000 or such smaller denominations as the Fiscal Agent may approve) €0.01 and such other denominations as the Issuer shall determine and notify to the Noteholders;
(d) if issued prior to the Redenomination Date, all unmatured Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void with effect from the date on which the Issuer gives notice (the "Exchange Notice") that replacement euro- denominated Notes and Coupons are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes so issued will also become void on that date although such Notes will continue to constitute valid exchange obligations of the Issuer. New euro-denominated Notes and Coupons, if any, will be issued in exchange for Notes and Coupons, if any, denominated in the Specified Currency in such manner as the Paying Agent may specify and as shall be notified to the holders of Notes in the Exchange Notice. No Exchange Notice may be given less than 15 days prior to any date for payment of principal or interest on the Notes;
(e) after the Redenomination Date, all payments in respect of the Notes and the Coupons, if any, including payments of interest in respect of periods commencing before the Redenomination Date, will be made solely in euro as though references in the Notes to the Specified Currency were to euro. Payments will be made in euro by credit or transfer to a euro account outside the United States (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque mailed to an address outside the United States;
(f) if the Notes are Fixed Rate Notes and interest for any period ending on or after the Redenomination Date is required to be calculated for a period ending other than on an Interest Payment Date, it will be calculated by applying the Fixed Interest Rate to each specified denomination, multiplying such sum by the applicable Fixed Day Count Fraction specified in the applicable Final Terms, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention;
(g) if the Notes are Floating Rate Notes, the Redenomination Notice will specify any relevant changes to the provisions relating to interest; and
(h) such other changes shall be made as the Issuer may decide, after consultation with the Paying Agent and the Calculation Agent (if applicable), and as may be specified in the Redenomination Notice, to conform them to conventions then applicable to instruments denominated in euro.
For the purposes of this Condition 4 ("Redenomination"), "Established Rate" means the rate for the conversion of the Specified Currency (including compliance with rules relating to roundings in accordance with applicable
European Union regulations) into euro established by the Council of the European Union pursuant to Article 1091(4) of the treaty establishing the European Communities, as amended by the Treaty on European Union, and "sub-unit" means, with respect to any Specified Currency other than euro, the lowest amount of such Specified Currency that is available as legal tender in the country of such Specified Currency and, with respect to euro, means one cent.
5. INTEREST
Unless this Note is an Original Issue Discount Note, this Note will bear interest at either:
(a) a fixed rate; or
(b) a floating rate determined by reference to an interest rate basis (an "Interest Rate Basis"), which may be adjusted by a Spread,
and, in either case, such rate may be subject to adjustment in accordance with Condition 5.3 ("Adjustment of rate of interest for Fixed Rate Notes and Floating Rate Notes") below.
Any Floating Rate Note may also have either or both of the following:
(i) a maximum interest rate limitation, or ceiling, on the rate at which interest may accrue during any Interest Reset Period; and
(ii) a minimum interest rate limitation, or floor, on the rate at which interest may accrue during any Interest Reset Period, provided that if no minimum interest rate is specified or if the Final Terms indicate that the minimum interest rate is not applicable, then the minimum interest rate shall be zero.
The applicable Final Terms will designate:
(a) a Fixed Interest Rate per annum, in which case such Notes will be "Fixed Rate Notes"; or
(b) one of the following Interest Rate Bases as applicable to such Notes, in which case such Notes will be "Floating Rate Notes":
(i) AUD BBSW (as defined below), in which case the Notes will be "AUD BBSW Notes";
(ii) CAD BA (as defined below), in which case the Notes will be "CAD BA Notes";
(iii) CMS Rate (as defined below), in which case such Notes will be "CMS Rate Notes";
(iv) CMT Rate (as defined below), in which case such Notes will be "CMT Rate Notes";
(v) CZK PRIBOR (as defined below), in which case such Notes will be "CZK PRIBOR Notes";
(vi) EURIBOR (as defined below), in which case such Notes will be "EURIBOR Notes";
(vii) the Federal Funds Rate (as defined below), in which case such Notes will be "Federal Funds Rate Notes";
(viii) HKD HIBOR (as defined below), in which case such Notes will be "HKD HIBOR Notes";
(ix) LIBOR (as defined below), in which case such Notes will be "LIBOR Notes";
(x) SEK STIBOR (as defined below), in which case such Notes will be "SEK STIBOR Notes";
(xi) MXN TIIE (as defined below), in which case such Notes will be "MXN TIIE Notes";
(xii) NOK NIBOR (as defined below), in which case such Notes will be "NOK NIBOR Notes";
(xiii) the Prime Rate (as defined below), in which case such Notes will be "Prime Rate Notes";
(xiv) the Treasury Rate (as defined below), in which case such Notes will be "Treasury Rate Notes"; or
(xv) TRYIBOR (as defined below), in which case such Notes will be "TRYIBOR Notes".
Unless this Note is an Original Issue Discount Note, this Note will bear interest from its date of issue or from the most recent date to which interest on such Note has been paid or duly provided for, at the rate determined in accordance with the Conditions and interest will accrue on a Note until the principal thereof is paid or made available for payment.
5.1 Interest on Fixed Rate Notes
(a) General
Each Fixed Rate Note bears interest at the annual rate specified in the applicable Final Terms (the "Fixed Interest Rate") and interest will accrue from the most recent Interest Payment Date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, from the Original Issue Date specified in the applicable Final Terms (the "Original Issue Date"), until the principal of the Note has been paid or duly made available for payment.
Interest on the Fixed Rate Notes will be paid in arrears on the Interest Payment Dates specified in the applicable Final Terms up to (and including) the Maturity Date.
If interest is required to be calculated for a period other than a Fixed Interest Period (as defined below), such interest shall be calculated by applying the Fixed Interest Rate to each specified denomination of the Notes of such Series, multiplying such sum by the applicable Fixed Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards, or otherwise in accordance with applicable market convention.
(b) Fixed Day Count Fraction
"Fixed Day Count Fraction" means:
• in the case of Notes denominated in a currency other than U.S. dollars, "Actual/Actual (ICMA)" meaning:
(i) in the case of Notes where the number of days in the relevant period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date specified in the applicable Final Terms) to (but excluding) the relevant payment date (the "Calculation Period") is equal to or shorter than the Determination Period (as defined below) during which the Calculation Period ends, the number of days in such Calculation Period divided by the product of (1) the number of days in such Determination Period and (2) the number of determination dates (each, a "Determination Date") (as specified in the applicable Final Terms) that would occur in one calendar year, assuming interest was to be payable in respect of the whole of that year; or
(ii) in the case of Notes where the Calculation Period is longer than the Determination Period during which the Calculation Period ends, the sum of:
(A) the number of days in such Calculation Period falling in the Determination Period in which the Calculation Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates (as specified in the applicable Final Terms) that would occur in one calendar year, assuming interest was to be payable in respect of the whole of that year; and
(B) the number of days in such Calculation Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year, assuming interest was to be payable in respect of the whole of that year; and
• in the case of Notes denominated in U.S. dollars, "30/360" meaning the number of days in the period from and including the most recent Interest Payment Date (or, if none, the Interest Commencement Date (as specified in the applicable Final Terms)) to but excluding the relevant payment date (such number of days being calculated on the basis of 12 30-day months) divided by 360.
Where:
"Determination Period" means the period from (and including) a Determination Date to (but excluding) the next Determination Date (including, where either the Interest Commencement Date (as specified in the applicable Final Terms) or the final Interest Payment Date is not a Determination Date, the period commencing on the first Determination Date prior to, and ending on the first Determination Date falling after, such date).
"Fixed Interest Period" means the period from (and including) a Interest Payment Date (or, if none, the Interest Commencement Date (as specified in the applicable Final Terms)) to (but excluding) the next (or first) Interest Payment Date.
"sub-unit" means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, means one cent.
5.2 Interest on Floating Rate Notes
(a) General
Each applicable Final Terms will specify certain terms with respect to which such Floating Rate Note is being delivered, including:
(i) whether such Floating Rate Note is a Regular Floating Rate Note, a Floating Rate/Fixed Rate Note or a Fixed Rate/Floating Rate Note;
(ii) the Interest Rate Basis, Initial Interest Rate, Interest Reset Dates, Interest Reset Period and Interest Payment Dates;
(iii) the Index Maturity;
(iv) the Spread, if any;
(v) the maximum interest rate and minimum interest rate, if any (provided that if no minimum interest rate is specified or if the Final Terms indicate that the minimum interest rate is not applicable, then the minimum interest rate shall be zero);
(vi) the Designated LIBOR Currency, if the specified Interest Rate Basis is LIBOR; and
(vii) the Designated CMT Reuters Page, if the specified Interest Rate Basis is CMT Rate.
The interest rate in effect on each day shall be:
(A) if such day is an Interest Reset Date, the interest rate determined on the Interest Determination Date immediately preceding such Interest Reset Date; or
(B) if such day is not an Interest Reset Date, the interest rate determined on the Interest Determination Date immediately preceding the next preceding Interest Reset Date.
(b) Regular Floating Rate Notes
A Regular Floating Rate Note bears interest at the rate determined by reference to the applicable Interest Rate Basis specified in the applicable Final Terms plus or minus the applicable Spread, if any.
Commencing on the first Interest Reset Date (the "Initial Interest Reset Date"), the rate at which interest on Regular Floating Rate Notes is payable shall be reset as of each Interest Reset Date specified in the applicable Final Terms, provided however:
(i) the interest rate in effect for the period from the Original Issue Date to the Initial Interest Reset Date will be the Initial Interest Rate; and
(ii) the interest rate in effect for the ten calendar days immediately prior to the Maturity Date shall be that in effect on the tenth calendar day preceding such Maturity Date.
(c) Floating Rate/Fixed Rate Notes and Fixed Rate/Floating Rate Notes
A Floating Rate/Fixed Rate Note initially bears interest at the rate determined by reference to the applicable Interest Rate Basis. The rate at which interest shall be payable shall be reset as of each Interest Reset Date commencing on the Initial Interest Reset Date. However:
(i) the interest rate in effect for the period from the Original Issue Date to the Initial Interest Reset Date will be the Initial Interest Rate;
(ii) the interest rate in effect for the 10 calendar days immediately prior to the Fixed Rate Commencement Date specified in the applicable Final Terms shall be that in effect on the tenth calendar day preceding the Fixed Rate Commencement Date; and
(iii) the interest rate in effect commencing on, and including, the Fixed Rate Commencement Date to the Maturity Date shall be the Fixed Interest Rate, if such rate is specified in the applicable Final Terms, or if no such Fixed Interest Rate is so specified and the Floating Rate/Fixed Rate Note is still outstanding on such day, the interest rate in effect thereon on the day immediately preceding the Fixed Rate Commencement Date.
A Fixed Rate/Floating Rate Note initially bears interest at the Fixed Interest Rate specified in the applicable Final Terms. However:
(i) before the Floating Rate Commencement Date, the Fixed Interest Rate will be calculated in accordance with Condition 5.1 ("Interest on Fixed Rate Notes") above;
(ii) the interest rate in effect for the period from the Floating Rate Commencement Date to the Initial Interest Reset Date will be the Initial Interest Rate specified in the applicable Final Terms, or if no such Initial Interest Rate is so specified and the Fixed Rate/Floating Rate Note is still outstanding on such day, the interest rate in effect
thereon on the day immediately preceding the Floating Rate Commencement Date; and
(iii) the interest rate in effect for the ten calendar days immediately prior to the Maturity Date shall be that in effect on the tenth calendar day preceding such Maturity Date.
(d) Date of Interest Rate Change
The interest rate on each Floating Rate Note may be reset daily, weekly, monthly, quarterly, semi-annually or annually, as specified in the applicable Final Terms (this period is the "Interest Reset Period" and the first day of each Interest Reset Period is the "Interest Reset Date").
If an Interest Reset Date (which term includes the term Initial Interest Reset Date unless the context otherwise requires) for any Floating Rate Note falls on a day that is not a Business Day, it will be postponed to the following Business Day, except that if that Business Day is in the next calendar month, the Interest Reset Date will be the immediately preceding Business Day, unless an alternative Business Day Convention is specified in the applicable Final Terms, in which case the Interest Reset Date will be adjusted in accordance with the Business Day Convention specified in the applicable Final Terms.
(e) How Interest is Calculated on Floating Rate Notes
General. The Issuer or the Guarantor will appoint a Calculation Agent to calculate interest rates on the Floating Rate Notes. Unless otherwise specified in the applicable Final Terms, The Bank of New York Mellon will be the Calculation Agent for each Series of Floating Rate Notes. Floating Rate Notes will accrue interest from and including the Interest Commencement Date specified in the applicable Final Terms or the last date to which the Issuer has paid or provided for interest, to but excluding the applicable Interest Payment Date, as described below, or the Maturity Date, as the case may be. However, in the case of Registered Notes that are Floating Rate Notes on which the interest rate is reset daily or weekly, each interest payment will include interest accrued from and including the Interest Commencement Date specified in the applicable Final Terms or from but excluding the last Record Date to which interest has been paid, through and including the Record Date next preceding the applicable Interest Payment Date, and provided further that the interest payments on Floating Rate Notes made on the Maturity Date will include interest accrued to but excluding such Maturity Date. The Calculation Agent shall calculate the interest rate in accordance with the Conditions on or before each Calculation Date.
Floating Day Count Fraction. The amount of interest (the "Interest Amount") payable on any Series of Floating Rate Notes shall be calculated with respect to each specified denomination of such Floating Rate Notes of such Series for the relevant Interest Reset Period. Each Interest Amount shall be calculated by applying the relevant Interest Rate Basis and Spread to each specified denomination and multiplying such sum by the applicable Floating Day Count Fraction.
"Floating Day Count Fraction" means, in respect of the calculation of the Interest Amount for any Interest Reset Period:
(a) if "Actual/Actual" or "Actual/Actual (ISDA)" is specified in the applicable Final Terms, the actual number of days in the Interest Reset Period divided by 365 (or, if any proportion of that Interest Reset Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Interest Reset Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Interest Reset Period falling in a non-leap year divided by 365);
(b) if "Actual/365 (Fixed)" is specified in the applicable Final Terms, the actual number of days in the Interest Reset Period divided by 365;
(c) if "Actual/365 (Sterling)" is specified in the applicable Final Terms, the actual number of days in the Interest Reset Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366;
(d) if "Actual/360" is specified in the applicable Final Terms, the actual number of days in the Interest Reset Period divided by 360;
(e) if "30/360", "360/360" or "Bond Basis" is specified in the applicable Final Terms, the number of days in the Interest Reset Period divided by 360, calculated on a formula basis as follows:
Day Count Fraction = [360 ×(Y2 − Y1 )]+ [30 ×(M 2 − M1 )]+ (D2 − D1 )
360
where:
"Y1" is the year, expressed as a number, in which the first day of the Interest Reset Period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Reset Period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the Interest Reset Period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Reset Period falls;
"D1" is the first calendar day, expressed as a number, of the Interest Reset Period, unless such number is 31, in which case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Reset Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30;
(f) if "30E/360" or "Eurobond Basis" is specified in the applicable Final Terms, the number of days in the Interest Reset Period divided by 360, calculated on a formula basis as follows:
Day Count Fraction = [360 ×(Y2 − Y1 )]+ [30 ×(M 2 − M1 )]+ (D2 − D1 )
360
where:
"Y1" is the year, expressed as a number, in which the first day of the Interest Reset Period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Reset Period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the Interest Reset Period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Reset Period falls;
"D1" is the first calendar day, expressed as a number, of the Interest Reset Period, unless such number would be 31, in which case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Reset Period, unless such number would be 31, in which case D2 will be 30; and
(g) if "30E/360 (ISDA)" is specified in the applicable Final Terms, the number of days in the Interest Reset Period divided by 360, calculated on a formula basis as follows:
Day Count Fraction = [360 ×(Y2 − Y1 )]+ [30 ×(M 2 − M1 )]+ (D2 − D1 )
360
where:
"Y1" is the year, expressed as a number, in which the first day of the Interest Reset Period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Reset Period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the Interest Reset Period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Reset Period falls;
"D1" is the first calendar day, expressed as a number, of the Interest Reset Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Reset Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30.
Unless otherwise specified in the applicable Final Terms, the Floating Day Count Fraction in respect of the calculation of the Interest Amount on any Floating Rate Note will (a) in the case of a Note denominated in U.S. dollars be Actual/360 or (b) in the case of a Note denominated in any other Specified Currency, be Actual/Actual.
The Calculation Agent will round all percentages resulting from any calculation of the rate of interest on a Floating Rate Note, to the nearest l/100,000 of 1% (0.0000001), with five one-millionths of a percentage point rounded upward (e.g. 9.876545% (or 0.09876545) would be rounded to 9.87655% (or 0.0987655)) and the Calculation Agent will round all currency amounts used in or resulting from any calculation to the nearest one- hundredth of a unit (with 0.005 of a unit being rounded upward).
The Calculation Agent will promptly notify the Fiscal Agent of each determination of the interest rate. The Calculation Agent will also notify the relevant stock exchange, competent authority and/or market (in the case of Notes that are listed or admitted to trading on or by a stock exchange, competent authority and/or market) and the Paying Agents of the interest rate, the interest amount, the Interest Reset Period and the Interest Payment Date related to each Interest Reset Date as soon as such information is available. The Paying Agents will make such information available to the holders of Notes. The Fiscal Agent will, upon the request of the holder of any Floating Rate Note, provide the interest rate then in effect and, if determined, the interest rate which will become effective as a result of a determination made with respect to the most recent Interest Determination Date relating to such Note.
So long as any Notes are listed on or by any exchange, competent authority and/or market and the rules of such exchange(s), competent authority(ies) and/or market(s) so require, the Issuer and the Guarantor shall maintain a calculation agent for the Notes of such Issuer, and the Issuer will notify the holders of its Notes in the manner specified in Condition 14 ("Notices") in the event that such Issuer appoints a calculation agent with respect to such Notes other than the Calculation Agent designated as such in the applicable Final Terms.
(f) Types of Floating Rate Notes AUD BBSW Notes
Each AUD BBSW Note will bear interest at a specified rate that will be reset periodically based on AUD BBSW and any Spread.
"AUD BBSW" means, with respect to each Interest Determination Date, the rate for Australian Dollar bills of exchange for a period of the Index Maturity which appears on Reuters Screen 0#AUBBSW= Page as of 10.00
a.m. Sydney time, on that Interest Determination Date.
The following procedures will apply if the rate cannot be set as described above:
(a) If such rate does not appear on the Reuters Screen 0#AUBBSW= Page, the rate for that Interest Determination Date will be the average mid rate for Australian Dollar bills of exchange having a tenor of the Index Maturity, which appears on the Reuters Screen BBSW Page at approximately 10.10 a.m., Sydney time, on the Interest Determination Date.
(b) If such rate does not appear on the Reuters Screen BBSW Page by 10.30 a.m., Sydney time, on the Interest Determination Date, then the rate will be the arithmetic mean of the mid of the bid and ask rates quoted by five of the BBSW Reference Banks to the Calculation Agent. The quotations will be for rates with the BBSW Reference Xxxxx quoted or would have quoted at approximately 10.00 a.m., Sydney time, on the Interest Determination Date for Australian Dollar bills of exchange having a tenor of the Index Maturity and of the type specified for the purpose of quoting on the Reuters Screen BBSW Page.
(c) If AUD BBSW cannot be determined for an Interest Determination Date in accordance with the foregoing procedures, then the rate for that Interest Determination Date will be the same as the rate used in the prior Interest Reset Period.
CAD BA Notes
Each CAD BA Note will bear interest at a specified rate that will be reset periodically based on CAD BA and any Spread.
"CAD BA" means, with respect to any Interest Determination Date, the average rate for settlement rates for Canadian Dollar bankers acceptances for a period of the Index Maturity which appears on the Reuters Screen CAFIX= Page as of 10.00 a.m., Toronto time, on that Interest Determination Date.
The following procedures will apply if the rate cannot be set as described above:
(a) If such rate does not appear on the Reuters Screen CAFIX= Page by 10.00 a.m., Toronto time, on the Interest Determination Date, the rate will be determined on the basis of the bid rates of the CAD BA Reference Banks for Canadian Dollar bankers acceptances for a period of the Index Maturity for settlement on that Interest Determination Date and in a Representative Amount accepted by the CAD BA Reference Xxxxx as of 10.00 a.m., Toronto time, on that Interest Determination Date. The Calculation Agent will request the principal Toronto office of each of the CAD BA Reference Banks to provide a quotation of its rate.
(b) If at least two quotations are provided, the rate will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate will be the arithmetic mean of the bid rates quoted by major banks in Toronto, selected by the Calculation Agent, for Canadian Dollar bankers acceptances for a period of the Index Maturity for settlement on that Interest Determination Date and in
a Representative Xxxxxx accepted by those banks as of 10.00 a.m., Toronto time, on that Interest Determination Date.
(c) If the banks so selected by the Calculation Agent are not quoting, the rate for that Interest Determination Date will be the same as the rate used in the prior Interest Reset Period.
CMS Rate Notes
Each CMS Rate Note will bear interest at a specified rate that will be reset periodically based on the CMS Rate and any Spread.
"CMS Rate" means the rate with respect to any Interest Determination Date will be the arithmetic mean of the bid and offered swap rate quotations published on Reuters Screen TGM42276 Page at 11.00 EST (16.00 GMT), for the Index Maturity as of 11.00 a.m. New York City time, on the Interest Determination Date.
The following procedures will apply if the rate cannot be set as described above:
(a) If the rate is not published on the Reuters Screen TGM42276 Page as described above, the rate will be a percentage determined on the basis of the mid-market semi-annual swap rate quotations provided by the CMS Reference Banks at approximately 11.00 a.m., New York City time, on the Interest Determination Date and, for this purpose, the semi-annual swap rate means the mean of the bid and offered rates for the semi-annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for- floating U.S. Dollar interest rate swap transaction with a term equal to the Index Maturity commencing on the Interest Reset Date and in a Representative Amount with an acknowledged dealer of good credit in the swap market, where the floating leg, calculated on an Actual/360 day count basis, is equivalent to USD-LIBOR-BBA with a maturity of three months. The Calculation Agent will request the principal New York City office of each of the CMS Reference Banks to provide a quotation of its rate.
(b) If at least three quotations are provided, the rate will be the arithmetic mean of the quotations, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest).
(c) If three or fewer than three quotations are provided as requested, the rate for that Interest Determination Date will be the rate will be the same as the rate used for the prior Interest Reset Period.
CMT Rate Notes
Each CMT Rate note will bear interest at a specified rate that will be reset periodically based on the CMT Rate and any Spread.
"CMT Rate" means, with respect to any Interest Determination Date, the rate displayed on the Designated CMT Reuters Page specified in the applicable Final Terms under the caption "Treasury Constant Maturities", under the column for the specified Index Maturity for:
(i) if the Designated CMT Reuters Page is FRBCMT, the rate for the Interest Determination Date; or
(ii) if the Designated CMT Reuters Page is FEDCMT, the weekly or monthly average, as applicable, ended immediately preceding the week or month, as applicable, in which the Interest Determination Date occurs.
The following procedures will apply if the rate cannot be set as described above:
(a) If no page is specified, the rate is no longer displayed on the relevant page, or if it is not displayed by 3:00 p.m., New York City time on the Interest Determination Date, then the CMT Rate will be the Treasury constant maturity rate for the specified Index Maturity as published in the relevant H.15(519).
(b) If the rate is no longer published in H.15(519), or is not published by 3:00 p.m., New York City time, on the Calculation Date, then the CMT Rate for that determination date will be the Treasury constant maturity rate for the specified Index Maturity (or other U.S. Treasury rate for such Index Maturity for that Interest Determination Date) as may then be published by either the Federal Reserve Board or the
U.S. Department of the Treasury that the calculation agent determines to be comparable to the rate formerly displayed on the Designated CMT Reuters Page and published in the relevant H.15(519).
(c) If that information is not provided by 3:00 p.m., New York City time, on the Calculation Date, then the CMT Rate will be calculated as a yield to maturity, based on the average of the secondary market closing bid side prices as of approximately 3:30 p.m., New York City time, on that Interest Determination Date reported, according to their written records, by three leading primary U.S. government securities dealers (each, a "Reference Dealer") in the City of New York selected by the calculation agent. These dealers will be selected from five Reference Dealers selected by the calculation agent (after consultation with the Issuer and the Guarantor) using the following procedures:
• The calculation agent will eliminate the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest), for the most recently issued direct noncallable fixed rate obligations of the United States ("Treasury Notes") with an original maturity of approximately the specified Index Maturity and a remaining term to maturity of not less than the specified Index Maturity minus one year.
• If two Treasury Notes with an original maturity as described in the preceding sentence have remaining terms to maturity equally close to the specified Index Maturity, the quotes for the Treasury Note with the shorter remaining term to maturity will be used.
(d) If the calculation agent cannot obtain three Treasury note quotations, the CMT Rate will be calculated as a yield to maturity based on the average of the secondary market bid side prices as of approximately 3:30 p.m., New York City time, on that Interest Determination Date of three Reference Dealers in the City of New York selected by the calculation agent using the same method described above, for Treasury Notes with an original maturity of the number of years that is the next highest to the specified Index Maturity with a remaining term to maturity closest to such Index Maturity and in an amount of at least U.S.$100,000,000. If three or four (and not five) of the Reference Dealers are providing quotes, then the CMT Rate will be based on the average of the offer prices obtained, and neither the highest nor the lowest of such quotes will be eliminated.
(e) If fewer than three Reference Dealers are providing quotes, the rate for that Interest Determination Date will be the rate will be the same as the rate used for the prior Interest Reset Period.
CZK PRIBOR Notes
Each CZK PRIBOR Note will bear interest at a specified rate that will be reset periodically based on CZK PRIBOR and any Spread.
"CZK PRIBOR" means, with respect to each Interest Determination Date, the rate for any Interest Determination Date shall be the offered rate for deposits in Czech Korunas having the Index Maturity specified in the applicable Final Terms which appears on Reuters Screen PRBO Page as of 11.00 a.m., Prague time, on that Interest Determination Date.
The following procedures will apply if the rate cannot be set as described above:
(a) If such rate does not appear on the Reuters Screen PRBO Page as of 11.00 a.m., Prague time, on the Interest Determination Date, the rate will be determined on the basis of the rates at which deposits in Czech Korunas are offered by the Prague Reference Banks at approximately 11.00 a.m., Prague time, on the Interest Determination Date to prime banks in the Prague interbank market having the Index Maturity specified in the applicable Final Terms commencing on the Interest Reset Date and in a Representative Xxxxxx. The Calculation Agent will request the principal Prague office of each of the Prague Reference Banks to provide a quotation of its rate.
(b) If at least two quotations are provided, the rate will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate will be the arithmetic mean of the rates quoted by major banks in Prague, selected by the Calculation Agent, at approximately 11.00 a.m., Prague time, on that Interest Determination Date for loans in Czech Korunas to leading European banks having the Index Maturity specified in the applicable Final Terms commencing on the relevant Interest Reset Date and in a Representative Amount.
(c) If no rates are quoted by major banks in Prague, the rate for that Interest Determination Date will be the same as the rate used for the prior Interest Reset Period.
EURIBOR Notes
Each EURIBOR Note will bear interest at a specified rate that will be reset periodically based on EURIBOR and any Spread.
"EURIBOR" means, with respect to each Interest Determination Date, the rate for deposits in euro having the Index Maturity beginning on the relevant Interest Reset Date that appears on the Designated EURIBOR Page as of 11:00 a.m., Brussels time, on that Interest Determination Date.
The following procedures will apply if the rate cannot be set as described above:
(a) If such rate does not appear on the Designated EURIBOR Page as of 11:00 a.m., Brussels time, on the relevant Interest Determination Date, then the Calculation Agent will request the principal offices of four major banks in the Euro-zone selected by the Calculation Agent to provide such bank's offered quotation to prime banks in the Euro-zone interbank market for deposits in euro having the Index Maturity beginning on the relevant Interest Reset Date as of 11:00 a.m., Brussels time, on such Interest Determination Date and in a Representative Amount. If at least two quotations are provided, XXXXXXX for that date will be the arithmetic mean of the quotations.
(b) If fewer than two quotations are provided, XXXXXXX will be the arithmetic mean of the rates quoted by major banks in the Euro-zone, selected by the Calculation Agent, at approximately 11:00 a.m., Brussels time, on the Interest Determination Date for loans in euro to leading European banks for a period of time corresponding to the Index Maturity commencing on the Interest Reset Date and in a Representative Amount.
(c) If the banks so selected by the Calculation Agent are not quoting, the rate will be the same as the rate used for the prior Interest Reset Period.
Federal Funds Rate Notes
Each Federal Funds Rate Note will bear interest at a specified rate that will be reset periodically based on the Federal Funds Rate and any Spread.
"Federal Funds Rate" means, with respect to any Interest Determination Date, the rate on specified dates for federal funds published in H.15(519) prior to 11:00 a.m., New York City time, on the Interest Determination Date under the heading "Federal Funds Effective", as such rate is displayed on Reuters Screen FEDFUNDS1 Page (or any other pages as may replace such pages on such service).
The following procedures will apply if the rate cannot be set as described above:
(a) If the rate does not appear on Reuters Screen FEDFUNDS1 Page (or any other pages as may replace such pages on such service) or is not published in H.15(519) prior to 11:00 a.m., New York City time, on the Interest Determination Date, then the Federal Funds Rate will be the rate on such Interest Determination Date published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption "Federal Funds (Effective)".
(b) If the rate does not appear on Reuters Screen FEDFUNDS1 Page (or any other pages as may replace such pages on such service) or is not published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the Interest Determination Date, the Federal Funds Rate will be calculated by the Calculation Agent specified in the applicable Final Terms and will be the arithmetic mean of the rates, as of 11:00 a.m., New York City time, on that Interest Determination Date, for the last transaction in overnight federal funds arranged by three leading brokers of federal funds transactions in the City of New York selected by the Calculation Agent.
(c) If fewer than three brokers are providing quotes, the rate for that Interest Determination Date will be the same as the rate used in the prior Interest Reset Period.
HKD HIBOR Notes
Each HKD HIBOR Note will bear interest at a specified rate that will be reset periodically based on HKD- HIBOR and any Spread.
"HKD-HIBOR" means the rate for any Interest Determination Date shall be the rate for deposits in Hong Kong Dollars having the Index Maturity specified in the applicable Final Terms which appears on Reuters Screen HIBOR1=R Page (for an Index Maturity of one month to six months, inclusive) or the Reuters Screen HIBOR2=R Page (for an Index Maturity of seven months to one year, inclusive, in each case across from the caption "FIXING@11:00" as of 11.00 a.m. Hong Kong time, on the Interest Determination Date.
The following procedures will apply if the rate cannot be set as described above:
(a) If such rate does not appear on the Reuters Screen HIBOR1=R or HIBOR2=R Page, as appropriate, the rate will be the rate for deposits in Hong Kong Dollars having the Index Maturity specified in the applicable Final Terms which appears on Reuters Screen HKABHIBOR Page as of 11:00 a.m., Hong Kong time, on that Interest Determination Date.
(b) If such rate does not appear on the Reuters Screen HKABHIBOR Page as described above, the rate will be determined on the basis of the rates at which deposits in Hong Kong Dollars are offered by the Hong Kong Reference Banks at approximately 11.00 a.m., Hong Kong time, on the Interest Determination Date to prime banks in the Hong Kong interbank market having the Index Maturity specified in the applicable Final Terms commencing on the relevant Interest Reset Date and in a Representative Amount. The Calculation Agent will request the principal Hong Kong office of each of the Hong Kong Reference Banks to provide a quotation of its rate.
(c) If at least two quotations are provided, the rate will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate will be the arithmetic mean of the rates quoted by major banks in Hong Kong, selected by the Calculation Agent, at approximately 11.00 a.m., Hong Kong time, on that Interest Determination Date for loans in Hong Kong Dollars to leading European
banks having the Index Maturity specified in the applicable Final Terms commencing on the Interest Reset Date and in a Representative Amount.
(d) If no rates are quoted by major banks in Hong Kong, the rate for that Interest Determination Date will be the same as the rate used for the prior Interest Reset Period.
LIBOR Notes
Each LIBOR Note will bear interest at a specified rate that will be reset periodically based on LIBOR and any Spread.
"LIBOR" means, with respect to each Interest Determination Date, the rate for deposits in the Designated LIBOR Currency for a period of the Index Maturity beginning on the relevant Interest Determination Date that appears on the Designated LIBOR Page as of 11:00 a.m., London time, on the relevant Interest Determination Date.
The following procedures will apply if the rate cannot be set as described above:
(a) If such rate does not appear on the Designated LIBOR Page as of 11:00 a.m., London time on the relevant Interest Determination Date, then the rate will be determined on the basis of the rates at which deposits in the Designated LIBOR Currency are offered by the London Reference Banks at approximately 11.00 a.m., London time, on the relevant Interest Determination Date to prime banks in the London interbank market for a period of the Index Maturity commencing on the relevant Interest Reset Date and in a Representative Amount. The Calculation Agent will request the principal London office of each of the London Reference Banks to provide a quotation of its rate.
(b) If at least two such quotations are provided, LIBOR will be the arithmetic mean of such quotations. If fewer than two such quotations are provided as requested, LIBOR will be the arithmetic mean of the rates quoted by major banks in the relevant Principal Financial Centre, selected by the Calculation Agent, at approximately 11:00 a.m., Principal Financial Centre time, on the relevant Interest Reset Date for loans in the Designated LIBOR Currency to leading European banks having the Index Maturity specified in the applicable Final Terms commencing on the relevant Interest Reset Date, and in a Representative Amount.
(c) If the banks so selected by the Calculation Agent are not quoting, the rate for that Interest Determination Date will be the same as the rate used in the prior Interest Reset Period.
MXN TIIE Notes
Each MXN TIIE Note will bear interest at a specified rate that will be reset periodically based on MXN TIIE Banxico and any Spread.
"MXN TIIE Banxico" means the rate for any Interest Determination Date shall be the Tasa de Interés Interbancaria de Equilibrio (Interbank Equilibrium Interest Rate) ("TIIE") for Mexican Pesos having the Index Maturity specified in the applicable Final Terms which is published in the "Diario Oficial de la Federación" (Official Gazette of the Federation) by 11.00 a.m., Mexico City time on the Interest Determination Date. The rate may be replicated as set forth under the heading "TIIE" for the Index Maturity or its equivalent as published on the Banco de México's website, or on the Reuters Screen MEX06 Page across from the caption "TIIE" for the Index Maturity or its equivalent, in either case as of 2.00 p.m., Mexico City time, on the day that is one Mexico City Business Day preceding the Interest Determination Date. In the event of any discrepancy between the rate published in the Diario Oficial de la Federación and the rate published on the Banco de México's website, or on the Reuters Screen MEX06 Page on the day that is one Mexico City Business Day preceding the Interest Determination Date, the rate published in the Diario Oficial de la Federación will govern. For the avoidance of
doubt, if the rate is not published in the Diario Oficial de la Federación, rates replicated on the Banco de México's website or on the Reuters Screen MEX06 Page are not valid.
The following procedures will apply if the rate cannot be set as described above:
(a) If the rate is not published in the Diario Oficial de la Federación as described above, the rate will be determined on the basis of the mid-market costs of funds of the Mexico City Reference Banks for Mexican Pesos having the Index Maturity commencing on the Interest Reset Date and in a Representative Amount at approximately 11.00 a.m., Mexico City time on the Interest Determination Date. The Calculation Agent will request the principal Mexico City office of each of the Mexico City Reference Banks to provide a quotation of its rate.
(b) If at least two quotations are provided, the rate for that Interest Determination Date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that Interest Determination Date will be determined by the Calculation Agent, using a representative rate.
(c) If the rate cannot be determined by the Calculation Agent using a representative rate, the rate for that Interest Determination Date will be the same as the rate used for the prior Interest Reset Period.
NOK NIBOR Notes
Each NOK NIBOR Note will bear interest at a specified rate that will be reset periodically based on NOK- NIBOR and any Spread.
"NOK-NIBOR" means the rate for any Interest Determination Date shall be the rate for deposits in Norwegian Kroner having the Index Maturity specified in the applicable Final Terms which appears on Reuters Screen NIBR Page as of 12.00 noon, Oslo time, on the Interest Determination Date.
The following procedures will apply if the rate cannot be set as described above:
(a) If such rate does not appear on the Reuters Screen NIBR Page as described above, the rate will be determined on the basis of the rates at which deposits in Norwegian Kroner are offered by the Oslo Reference Banks at approximately 12.00 noon, Oslo time, on the Interest Determination Date to prime banks in the Oslo interbank market having the Index Maturity specified in the applicable Final Terms commencing on the Interest Reset Date and in a Representative Amount. The Calculation Agent will request the principal Oslo office of each of the Oslo Reference Banks to provide a quotation of its rate.
(b) If at least two quotations are provided, the rate will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate will be the arithmetic mean of the rates quoted by major banks in Oslo, selected by the Calculation Agent, at approximately 12.00 noon, Oslo time, on that Interest Reset Date for loans in Norwegian Kroner to leading European banks having the Index Maturity specified in the applicable Final Terms commencing on the Interest Reset Date and in a Representative Amount.
(c) If no rates are quoted by major banks in Oslo, the rate for that Interest Determination Date will be the same as the rate used for the prior Interest Reset Period.
Prime Rate Notes
Each Prime Rate Note will bear interest at a specified rate that will be reset periodically based on the Prime Rate and any Spread.
"Prime Rate" means, with respect to any Interest Determination Date, the rate set forth on that Interest Determination Date in H.15(519) under the heading "Bank Prime Loan".
The following procedures will apply if the rate cannot be set as described above:
(a) If the rate is not published in H.15(519) by 3:00 p.m., New York City time, on the Interest Determination Date, then the Prime Rate will be the rate as published on such Interest Determination Date in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate under the caption "Bank Prime Loan".
(b) If the rate is not published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the Interest Determination Date, then the Prime Rate will be the arithmetic mean of the rates publicly announced by each bank on the Reuters Screen USPRIME1 Page as such bank's prime rate or base lending rate for that Interest Determination Date.
(c) If fewer than four, but more than one, rates appear on the Reuters Screen USPRIME1 Page, the Prime Rate will be the arithmetic mean of the prime rates (quoted on the basis of the actual number of days in the year divided by a 360-day year) as of the close of business on the Interest Determination Date by four major money centre banks in the City of New York selected by the Calculation Agent from which quotations are requested. For the purposes of making the foregoing determination, each change in the prime rate or base lending rate of any bank so announced by such bank will be effective as of the effective date specified in the announcement, or if no effective date is specified, as of the date of the announcement.
(d) If fewer than two rates appear, the Prime Rate will be determined as the arithmetic mean on the basis of the prime rates or base lending rates quoted in the City of New York by the appropriate number of substitute banks or trust companies organised and doing business under the laws of the United States, or any State thereof, each having total equity capital of at least U.S.$500 million and being subject to supervision or examination by a Federal or State authority, as selected by the Calculation Agent.
(e) If no banks are providing quotes, the rate for that Interest Determination Date will be the same as the rate used for the prior Interest Reset Period.
SEK STIBOR Notes
Each SEK STIBOR Note will bear interest at a specified rate that will be reset periodically based on SEK STIBOR and any Spread.
"SEK STIBOR" means the rate for any Interest Determination Date shall be the rate for deposits in Swedish Kronor for a period equal to the Index Maturity which appears on the Reuters Screen SIDE Page under the caption "FIXINGS" as of 11:00 a.m., Stockholm time, on the relevant Interest Determination Date.
The following procedures will apply if the rate cannot be set as described above:
(a) If such rate does not appear on Reuters Screen SIDE Page under the caption "FIXINGS" as of 11:00 a.m., Stockholm time, on the relevant Interest Determination Date, then the Calculation Agent will request the principal Stockholm office of four major banks in the Stockholm interbank market selected by the Calculation Agent to provide such bank's offered quotation of its rate to prime banks in the Stockholm interbank market for deposits in Swedish Kronor having the Index Maturity commencing on the relevant Interest Reset Date as of approximately 11:00 a.m., Stockholm time, on such Interest Determination Date and in a Representative Amount. If at least two quotations are provided, SEK STIBOR for that date will be the arithmetic mean of the quotations.
(b) If fewer than two quotations are provided, SEK STIBOR will be the arithmetic mean of the rates quoted by major banks in Stockholm selected by the Calculation Agent, at approximately 11:00 a.m., Stockholm time, on the Interest Determination Date for loans in Swedish Kronor to leading European banks for a period of time corresponding to the Index Maturity commencing on the relevant Interest Reset Date and in a Representative Amount.
(c) If no rates are quoted by major banks in the Stockholm interbank market, the rate for that Interest Determination Date will be the same as the rate used for the prior Interest Reset Period.
Treasury Rate Notes
Each Treasury Rate Note will bear interest at a specified rate that will be revised periodically based on the Treasury Rate and any Spread.
"Treasury Rate" means, with respect to any Interest Determination Date, the rate for the most recent auction of direct obligations of the United States ("Treasury bills") having the specified Index Maturity as it appears under the caption "INVEST RATE" on either Reuters Screen USAUCTION10 Page or Reuters Screen USAUCTION11 Page (or any other pages as may replace such pages on such service).
The following procedures will apply if the rate cannot be set as described above:
(a) If the rate is not so published by 3:00 p.m., New York City time, on the Interest Determination Date, the rate will be the auction average rate for such Treasury bills (expressed as a bond equivalent, on the basis of a year of 365 or 366 days as applicable, and applied on a daily basis) for such auction as otherwise announced by the U.S. Department of the Treasury.
(b) If the results of the auction of Treasury bills are not so published by 3:00 p.m., New York City time, on the Interest Determination Date, or if no such auction is held in the five Business Days preceding such Interest Determination Date, then the Treasury Rate will be the rate (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) on such Interest Determination Date of such Treasury bills having the specified Index Maturity as published in H.15(519) under the caption "U.S. Government Securities/Treasury Bills/Auction high".
(c) If such rate is not so published in H.15(519) by 3:00 p.m., New York City time, on the related Interest Determination Date, the rate on such Interest Determination Date of such Treasury bills will be as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption "U.S. Government Securities/Treasury Bills/Auction high".
(d) If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source, then the Treasury Rate will be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates as of approximately 3:30 p.m., New York City time, on the Interest Determination Date, of three leading primary U.S. government securities dealers in the City of New York selected by the Calculation Agent for the issue of Treasury bills with a remaining maturity closest to the specified Index Maturity.
(e) If fewer than three dealers are providing quotes, the rate for that Interest Determination Date will be the same as the rate used in the prior Interest Reset Period.
TRYIBOR Notes
Each TRYIBOR Note will bear interest at a specified rate that will be reset periodically based on TRYIBOR and any Spread.
"TRYIBOR" means the rate for any Interest Determination Date shall be the TRYIBOR rate for a period equal to the Index Maturity which appears on the Reuters page TRLIBOR01 as of 11:00 a.m., Istanbul time, on the relevant Interest Determination Date.
The following procedures will apply if the rate cannot be set as described above:
(a) If such rate does not appear on Reuters page TRLIBOR01 as of 11:00 a.m., Istanbul time, on the relevant Interest Determination Date, then the Calculation Agent will use the overnight TRYIBOR fixing rate as displayed on web page xxx.xxxxxxx.xxx.
(b) If no rate is available from web page xxx.xxxxxxx.xxx or such web page ceases to exist, then the Calculation Agent shall calculate a rate equal to the arithmetic average of the Turkish Lira deposit rates (offer side) having a maturity equal to the Index Maturity, expressed as a percentage, as quoted to the Calculation Agent, as a non-Turkish investor, by a minimum of three major banks with offices in Istanbul as the Calculation Agent shall, in its sole and absolute discretion, select at or around 11:00 am Istanbul time on such date.
(c) In the event that three such quotations for Turkish Lira deposit rates (offer side) having a maturity equal to the Index Maturity are not available, then the rate shall be calculated using the average of the quotations for the Turkish Lira deposit rates (offer side) having a maturity equal to the Index Maturity obtained (or if only one quotation is available, that quotation).
(d) If no such quotations are available, then the rate for that Interest Determination Date will be the same as the rate used in the prior Interest Reset Period.
Minimum and Maximum Interest Rates
Notwithstanding the foregoing, the interest rate shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, specified in the applicable Final Terms.
If no Minimum Interest Rate is specified in the applicable Final Terms, then the minimum interest rate will be zero.
The interest rate on this Note will in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States federal law of general application.
Provision of interest rate
At the request of the holder hereof, the Calculation Agent will provide to the holder of this Note the interest rate then in effect and, if determined, the interest rate that will become effective as of the next Interest Reset Date.
5.3 Adjustment of rate of interest for Fixed Rate Notes and Floating Rate Notes
If Adjustment of rate of interest is specified as being applicable in the applicable Final Terms, then from and including the first Interest Payment Date following any Adjustment Date specified in the applicable Final Terms, the Fixed Interest Rate (in the case of Fixed Rate Notes) or the Spread (in the case of Floating Rate Notes) that was applicable immediately before that Adjustment Date shall be increased or decreased by the Adjustment Margin applicable to that Adjustment Date, as specified in the applicable Final Terms. For the avoidance of doubt, the number of Adjustment Dates is unlimited.
5.4 Original Issue Discount Notes
Original Issue Discount Notes are Notes issued at more than a de minimis discount from the principal amount payable at maturity.