VESPUCCI STRUCTURED FINANCIAL PRODUCTS P.L.C (the …
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ANNOUNCEMENT For Immediate Release 22 May 2017 VESPUCCI STRUCTURED FINANCIAL PRODUCTS P.L.C (the “Issuer”) Amendment and Restatement of Conditions and Contractual Terms The Directors of the Issuer wish to announce that on 15 May 2017, with the consent of the holders of 100% of the Notes listed below (the “Notes”) and pursuant to the terms of a Deed of Amendment entered into between the Issuer and BNY Mellon Corporate Trustee Services Limited (the “Trustee”): (a) the terms and conditions of the Notes setout in the Master Trust Deed were replaced with the terms and conditions of the Notes (the “Amended Conditions”) set out in the schedule to the supplemental trust deed dated 15 May 2017 entered into between, amongst others, the Issuer and the Trustee, the effect of which was to delete the second paragraph of Condition 7(g) and replace same with the following; “To exercise such option the holder must deposit such Note (together with all unmatured Coupons and unexchanged Talons) with any Paying Agent (in the case of Bearer Notes) or the Registrar or any Transfer Agent (in the case of Registered Notes) at its specified office, together with a duly completed option exercise notice (“Exercise Notice”) in the form obtainable from any Paying Agent, the Registrar or any Transfer Agent within the Noteholders’ Option Period specified in the Final Terms or Series Offering Document, as applicable. A duly completed Exercise Notice together with the relevant Note shall be deposited with the relevant Paying Agent or Registrar or Transfer Agent, as applicable, within such period prior to the relevant Optional Redemption Date as shall be specified in the applicable Final Terms or Series Offering Document, as applicable, which shall not be shorter than 5 Business Days prior to the relevant Optional Redemption Date, or if no such period is so specified, no fewer than 5 Business Days prior to the relevant Optional Redemption Date. No Note so deposited and option so exercised may be withdrawn without the prior consent of the Issuer (except that such Note will be returned to the relevant Noteholder by the Paying Agent, the Registrar or Transfer Agent with which it has been deposited if, prior to the date for its redemption or the exercise of the option, the Note becomes immediately due and payable or if upon due presentation payment of the redemption moneys is not made or exercise of the option is denied).”; and (b) the contractual terms of the Notes were amended and restated (in the forms set out in the Schedule hereto respectively). Capitalised terms used but undefined herein have the meanings given to them in the Amended Conditions.
Transcript of VESPUCCI STRUCTURED FINANCIAL PRODUCTS P.L.C (the …
ANNOUNCEMENT
For Immediate Release 22 May 2017
VESPUCCI STRUCTURED FINANCIAL PRODUCTS P.L.C
(the “Issuer”)
Amendment and Restatement of Conditions and Contractual Terms
The Directors of the Issuer wish to announce that on 15 May 2017, with the consent of the holders of 100% of the Notes listed below (the “Notes”) and pursuant to the terms of a Deed of Amendment entered into between the Issuer and BNY Mellon Corporate Trustee Services Limited (the “Trustee”): (a) the terms and conditions of the Notes setout in the Master Trust Deed were replaced with the
terms and conditions of the Notes (the “Amended Conditions”) set out in the schedule to the supplemental trust deed dated 15 May 2017 entered into between, amongst others, the Issuer and the Trustee, the effect of which was to delete the second paragraph of Condition 7(g) and replace same with the following;
“To exercise such option the holder must deposit such Note (together with all unmatured Coupons and unexchanged Talons) with any Paying Agent (in the case of Bearer Notes) or the Registrar or any Transfer Agent (in the case of Registered Notes) at its specified office, together with a duly completed option exercise notice (“Exercise Notice”) in the form obtainable from any Paying Agent, the Registrar or any Transfer Agent within the Noteholders’ Option Period specified in the Final Terms or Series Offering Document, as applicable. A duly completed Exercise Notice together with the relevant Note shall be deposited with the relevant Paying Agent or Registrar or Transfer Agent, as applicable, within such period prior to the relevant Optional Redemption Date as shall be specified in the applicable Final Terms or Series Offering Document, as applicable, which shall not be shorter than 5 Business Days prior to the relevant Optional Redemption Date, or if no such period is so specified, no fewer than 5 Business Days prior to the relevant Optional Redemption Date. No Note so deposited and option so exercised may be withdrawn without the prior consent of the Issuer (except that such Note will be returned to the relevant Noteholder by the Paying Agent, the Registrar or Transfer Agent with which it has been deposited if, prior to the date for its redemption or the exercise of the option, the Note becomes immediately due and payable or if upon due presentation payment of the redemption moneys is not made or exercise of the option is denied).”; and
(b) the contractual terms of the Notes were amended and restated (in the forms set out in the Schedule hereto respectively).
Capitalised terms used but undefined herein have the meanings given to them in the Amended Conditions.
The Notes
1. Series No. 2006-1 EUR 70,000,000 Floating Rate Secured Senior Notes
2. Series No. 2006-3 EUR 50,000,000 Floating Rate Secured Senior Notes
3. Series No. 2006-4 EUR 55,000,000 Floating Rate Secured Senior Notes
4. Series No. 2006-5 EUR 45,000,000 Floating Rate Secured Senior Notes
5. Series No. 2007-6 EUR 65,000,000 Floating Rate Secured Senior Notes
6. Series No. 2007-7 USD 100,000,000 Floating Rate Secured Senior Notes
7. Series No. 2007-8 CZK 150,000,000 Floating Rate Secured Senior Notes
8. Series No. 2007-14 CZK 35,900,000 Floating Rate Secured Senior Notes
9. Series No. 2007-15 CZK 650,550,000 Floating Rate Secured Senior Notes
10. Series No. 2007-16 PLN 11,425,000 Floating Rate Secured Senior Notes
11. Series No. 2007-19 USD 35,000,000 Floating Rate Secured Senior Notes
12. Series No. 2008-20 EUR 5,544,000 Floating Rate Secured Senior Notes
13. Series No. 2012-21 EUR 20,000,000 Floating Rate Secured Senior Notes
14. Series No. 2012-22 EUR 30,000,000 Floating Rate Secured Senior Notes
15. Series No. 2012-23 EUR 22,500,000 Floating Rate Secured Senior Notes
16. Series No. 2013-24 USD 92,500,000 Floating Rate Secured Senior Notes
17. Series No. 2013-25 EUR 27,500,000 Floating Rate Secured Senior Notes
18. Series No. 2013-26 EUR 27,500,000 Floating Rate Secured Senior Notes
19. Series No. 2013-27 CZK 575,000,000 Floating Rate Secured Senior Notes
20. Series No. 2015-28 USD 75,000,000 Floating Rate Secured Senior Notes
Enquiries: McCann FitzGerald Listing Services Limited Tony Spratt
Phone:
+353 1 607 1367
SCHEDULE
CONTRACTUAL TERMS
Contractual Terms of the Notes as amended and restated on 15 May 2017
Vespucci Structured Financial Products p.l.c.
(incorporated with limited liability in Ireland with registered number 426220)
Series No. 2006-1 EUR 70,000,000 Floating Rate Secured Senior Notes (the “Notes”) issued pursuant to the
€40,000,000,000 Programme for the issue of Notes arranged by
KBC Bank NV
Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation to such offer.
Neither the Issuer nor any Dealer has authorised, nor do they authorise, 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 AND LISTING
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the schedule to the Supplemental Trust Deed dated 15 May 2017 made between, amongst others, the Issuer and the Trustee (the “Conditions”). This document does not constitute Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive. Final Terms in respect of the Notes were issued on or about the relevant Issue Date. This document sets out the contractual terms of the Notes as amended and restated on 15 May 2017. References in the Conditions to the Final Terms of the Notes shall be deemed to be references to this document.
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risk and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition. Prospective purchasers should conduct their own investigations and, in deciding whether or not to purchase Notes, prospective purchasers should form their own views of the merits of an investment related to the currencies, shares, etc. based upon such investigations and not in reliance upon any information given in this document.
The terms of the Notes are as follows:
1. Issuer:
Vespucci Structured Financial Products p.l.c.
2. (i) Series No: 2006-1
(ii) Tranche Number: 1,2,3,4 and 5
(iii) Date on which Notes become fungible
The Notes are consolidated, form a
single series and are interchangeable
for trading purposes with each tranche
of notes of the series referred to at
paragraph 2(i) above that are in issue
on the date of the amendment and
restatement of these contractual terms.
(iv) Status
General Short Series
Senior
(v) Date Board approval for Issuance of Notes obtained:
Not applicable
3. Specified Denomination(s):
EUR 1,000 - See also the Tradeable Amount in Part B of these Final Terms
4. Relevant Currency: EUR
5. Principal Amount of Series: EUR 70,000,000
6. Issue Date: 21 September 2006
7. Issue Price: 100 per cent
8. Net Proceeds:
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
9. (i) Maturity Date:
The Interest Payment Date next following 1 January 2040
(ii) Optional Maturity Date Extension
(iii) Automatic Maturity Date
Extension
Applicable
Not Applicable
10. Form of Notes: Bearer
11. Interest Basis: Floating Rate
12. Interest Commencement Date: 22 September 2006
13. Interest Cessation Date: Maturity Date
14. Redemption Amount: Principal Amount
15. Early Redemption Amount: Principal Amount
16. Call Option: Applicable
17. Put Option: Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
18. Interest Payment Date(s):
23 March and 23 September of each year, subject to the Business Day Convention
19. Fixed Rate Note Provisions Not Applicable
20. Floating Rate Note Provisions Applicable
(i) Primary Source for Floating Rate: Reuters
(ii) Benchmark: Six-month Euribor
(iii) Reference banks: KBC Bank NV, The Bank of New York Mellon and two other banks selected
by the Calculation Agent at its discretion
(iv) Representative Amount: None Specified
(v) Specified Duration: None Specified
(vi) Relevant Financial Centre: None Specified
(vii) Relevant Time: None Specified
(viii) Margin:
(i) in relation to all Interest Rates
(ii) in relation to specified Interest Accrual Periods
-0.07 per cent per annum
Not Applicable
21. Interest Determination Date: Not Applicable
22. Interest Period Date(s) (if applicable): Interest Payment Dates
23. Minimum Interest Rate (if applicable): Not Applicable
24. Maximum Interest Rate (if applicable): Not Applicable
25. Additional Interest Applicable
26.
27.
Business Day Convention:
Relevant Business Day:
Preceding Business Day Convention
TARGET Business Day
28. Day Count Fraction: Actual/360
29. Zero Coupon Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
30. Redemption at the option of the Issuer: Applicable
(i) Issuer’s Option Period: Until the Maturity Date
(ii) Optional Redemption Date(s):
16th or last day of any month subject to the Business Day Convention
(iii) Redemption in part or in whole: In Whole
31. Redemption at the option of the Noteholders or other Noteholders’ Option:
Applicable
(i) Noteholders’ Option Period:
(ii) Option Available to all Noteholders:
Until the Maturity Date
Applicable
(iii) Optional Redemption Date(s):
Each day during the Noteholders Option Period, subject to the Business Day Convention
GENERAL PROVISIONS APPLICABLE TO THE NOTES
32. Calculation Agent:
Bank of New York Mellon pursuant to the Agency Agreement
33. Exchange of Global Note for Individual Certificates at the request of the holder:
Not Applicable
34. Payment Business Day Centre (Condition 8(h)):
Dublin, Brussels and London
35. Exchange:
(a) Notes to be represented on issue by:
Permanent Global Note
(b) Temporary Global Note exchangeable for Definitive Bearer Notes/Individual Certificates:
Not Applicable
(c) Permanent Global Note exchangeable for Definitive Bearer Notes:
Applicable
LISTING AND ADMISSION TO TRADING APPLICATION
The Final Terms dated on or about the relevant Issue Date comprised the Final Terms required to list and have admitted to trading the issue of Notes described herein pursuant to the €40,000,000,000 Programme for the issue of Notes of the Issuer.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. None of the Trustee, Paying Agents, Administration Agent, Registrar, Transfer Agent, Calculation Agent, the Custodian, Arranger, Dealers or Portfolio Manager accept responsibility for the information contained in this document.
This document is hereby executed by or on behalf of the Issuer.
Vespucci Structured Financial Products p.l.c.
By: .................................................. Authorised Signatory
PART B OTHER INFORMATION
1 LISTING
(i) Listing: Irish Stock Exchange p.l.c.
(ii) Admission to trading:
Application has been made for the Notes to be admitted to trading on the Main Securities Market of the Irish Stock Exchange with effect from the relevant Issue Date.
2. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the offer
See “Use of Proceeds and Expenses” wording in Base Prospectus
(ii) Estimated net proceeds
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
(iii) Estimate of total expenses related to admission to trading:
EUR 600
3. NOTIFICATION
Not Applicable
4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in “Subscription and Sale” in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
5. YIELD (Fixed Rate Notes only)
Not Applicable
6. OPERATIONAL INFORMATION
ISIN Code: XS0268661971
Common Code: 26866197
CUSIP Number: 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
Delivery: Delivery free of payment
Names and addresses of additional Paying Agent(s) (if any):
Not Applicable
7. GENERAL
The aggregate principal amount of Notes issued has been translated into euro at the rate of EUR/[● ] [●], producing a sum of (for Notes not denominated in euro):
Not Applicable
Tradeable Amount: EUR 1,000
8. SPECIFIC CHARGED ASSETS
Not Applicable
9. DISTRIBUTION
(i) Method of Distribution Non-syndicated
(ii) If syndicated:
(i) Names and addresses of Managers and underwriting commitments:
(ii) Date of [Subscription] Agreement:
(iii) Stabilising Manager(s) if any:
Not Applicable
Not Applicable
Not Applicable
(iii) If non-syndicated, name of Dealer: KBC Bank NV, Havenlaan 2, B-1080 Brussels,
Belgium (iv) Indication of the overall amount of the
underwriting commission and of the placing commission
EUR 1,400
(v) U.S. selling restrictions: TEFRA C
(vi) Non-exempt Offer: Not Applicable
10. TERMS AND CONDITIONS OF THE OFFER
(i) Offer Price: Issue Price
(ii) Conditions to which the offer is subject: Not Applicable
(iii) The time period, including any possible amendments, during which the offer will be open and description of the
Not Applicable
application process:
(iv) Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
Not Applicable
(v) Details of the minimum and/or maximum amount of application:
Not Applicable
(vi) Details of the method and time limits for paying up and delivering the Notes:
Not Applicable
(vii) Manner in and date on which results of the offer are to be made public:
Not Applicable
(viii) Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:
Not Applicable
(ix) Whether tranche(s) have been reserved for certain countries:
Qualified investors (as defined in the Prospectus Directive) in Belgium and Luxembourg only
(x) If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche.
Not Applicable
(xi) Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:
Not Applicable
(xii) Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
Not Applicable
(xiii) Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place:
KBC Bank NV, Havenlaan 2, B-1080 Brussels, Belgium
CONTRACTUAL TERMS
Contractual Terms of the Notes as amended and restated on 15 May 2017
Vespucci Structured Financial Products p.l.c.
(incorporated with limited liability in Ireland with registered number 426220)
Series No. 2006-3 EUR 50,000,000 Floating Rate Secured Senior Notes (the “Notes”) issued pursuant to the
€40,000,000,000 Programme for the issue of Notes arranged by
KBC Bank NV
Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation to such offer.
Neither the Issuer nor any Dealer has authorised, nor do they authorise, 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 AND LISTING
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the schedule to the Supplemental Trust Deed dated 15 May 2017 made between, amongst others, the Issuer and the Trustee (the “Conditions”). This document does not constitute Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive. Final Terms in respect of the Notes were issued on or about the relevant Issue Date. This document sets out the contractual terms of the Notes as amended and restated on 15 May 2017. References in the Conditions to the Final Terms of the Notes shall be deemed to be references to this document.
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risk and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition. Prospective purchasers should conduct their own investigations and, in deciding whether or not to purchase Notes, prospective purchasers should form their own views of the merits of an investment related to the currencies, shares, etc. based upon such investigations and not in reliance upon any information given in this document.
The terms of the Notes are as follows:
1. Issuer:
Vespucci Structured Financial Products p.l.c.
2. (i) Series No: 2006-3
(ii) Tranche Number: 1, 2, 3, 4 and 5
(iii) Date on which Notes become fungible
The Notes are consolidated, form a
single series and are interchangeable
for trading purposes with each tranche
of notes of the series referred to at
paragraph 2(i) above that are in issue
on the date of the amendment and
restatement of these contractual terms.
(iv) Status
General Short Series
Senior
(v) Date Board approval for Issuance of Notes obtained:
Not applicable
3. Specified Denomination(s):
EUR 1,000 - See also the Tradeable Amount in Part B of these Final Terms
4. Relevant Currency: EUR
5. Principal Amount of Series: EUR 50,000,000
6. Issue Date: 23 October 2006
7. Issue Price: 100 per cent
8. Net Proceeds:
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
9. (i) Maturity Date:
The Interest Payment Date next following 1 January 2040
(ii) Optional Maturity Date Extension
(iii) Automatic Maturity Date
Extension
Applicable
Not Applicable
10. Form of Notes: Bearer
11. Interest Basis: Floating Rate
12. Interest Commencement Date: 23 October 2014
13. Interest Cessation Date: Maturity Date
14. Redemption Amount: Principal Amount
15. Early Redemption Amount: Principal Amount
16. Call Option: Applicable
17. Put Option: Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
18. Interest Payment Date(s):
23 April and 23 October of each year, subject to the Business Day Convention
19. Fixed Rate Note Provisions Not Applicable
20. Floating Rate Note Provisions Applicable
(i) Primary Source for Floating Rate: Reuters
(ii) Benchmark: Six-month Euribor
(iii) Reference banks: KBC Bank NV, The Bank of New York Mellon and two other banks selected
by the Calculation Agent at its discretion
(iv) Representative Amount: None Specified
(v) Specified Duration: None Specified
(vi) Relevant Financial Centre: None Specified
(vii) Relevant Time: None Specified
(viii) Margin:
(i) in relation to all Interest Rates
(ii) in relation to specified Interest Accrual Periods
-0.07 per cent per annum
Not Applicable
21. Interest Determination Date: Not Applicable
22. Interest Period Date(s) (if applicable): Interest Payment Dates
23. Minimum Interest Rate (if applicable): Not Applicable
24. Maximum Interest Rate (if applicable): Not Applicable
25. Additional Interest Applicable
26.
27.
Business Day Convention:
Relevant Business Day:
Preceding Business Day Convention
TARGET Business Day
28. Day Count Fraction: Actual/360
29. Zero Coupon Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
30. Redemption at the option of the Issuer: Applicable
(i) Issuer’s Option Period: Until the Maturity Date
(ii) Optional Redemption Date(s):
16th or last day of any month subject to the Business Day Convention
(iii) Redemption in part or in whole: In Whole
31. Redemption at the option of the Noteholders or other Noteholders’ Option:
Applicable
(i) Noteholders’ Option Period:
(ii) Option Available to all Noteholders:
Until the Maturity Date
Applicable
(iii) Optional Redemption Date(s):
Each day during the Noteholders Option Period, subject to the Business Day Convention
GENERAL PROVISIONS APPLICABLE TO THE NOTES
32. Calculation Agent:
Bank of New York Mellon pursuant to the Agency Agreement
33. Exchange of Global Note for Individual Certificates at the request of the holder:
Not Applicable
34. Payment Business Day Centre (Condition 8(h)):
Dublin, Brussels and London
35. Exchange:
(a) Notes to be represented on issue by:
Permanent Global Note
(b) Temporary Global Note exchangeable for Definitive Bearer Notes/Individual Certificates:
Not Applicable
(c) Permanent Global Note exchangeable for Definitive Bearer Notes:
Applicable
LISTING AND ADMISSION TO TRADING APPLICATION
The Final Terms dated on or about the relevant Issue Date comprised the Final Terms required to list and have admitted to trading the issue of Notes described herein pursuant to the €40,000,000,000 Programme for the issue of Notes of the Issuer.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. None of the Trustee, Paying Agents, Administration Agent, Registrar, Transfer Agent, Calculation Agent, the Custodian, Arranger, Dealers or Portfolio Manager accept responsibility for the information contained in this document.
This document is hereby executed by or on behalf of the Issuer.
Vespucci Structured Financial Products p.l.c.
By: .................................................. Authorised Signatory
PART B OTHER INFORMATION
1 LISTING
(i) Listing: Irish Stock Exchange p.l.c.
(ii) Admission to trading:
Application has been made for the Notes to be admitted to trading on the Main Securities Market of the Irish Stock Exchange with effect from the relevant Issue Date.
2. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the offer
See “Use of Proceeds and Expenses” wording in Base Prospectus
(ii) Estimated net proceeds
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
(iii) Estimate of total expenses related to admission to trading:
EUR 600
3. NOTIFICATION
Not Applicable
4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in “Subscription and Sale” in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
5. YIELD (Fixed Rate Notes only)
Not Applicable
6. OPERATIONAL INFORMATION
ISIN Code: XS0271617150
Common Code: 27161715
CUSIP Number: 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
Delivery: Delivery free of payment
Names and addresses of additional Paying Agent(s) (if any):
Not Applicable
7. GENERAL
The aggregate principal amount of Notes issued has been translated into euro at the rate of EUR/[● ] [●], producing a sum of (for Notes not denominated in euro):
Not Applicable
Tradeable Amount: EUR 1,000
8. SPECIFIC CHARGED ASSETS
Not Applicable
9. DISTRIBUTION
(i) Method of Distribution Non-syndicated
(ii) If syndicated:
(i) Names and addresses of Managers and underwriting commitments:
(ii) Date of [Subscription] Agreement:
(iii) Stabilising Manager(s) if any:
Not Applicable
Not Applicable
Not Applicable
(iii) If non-syndicated, name of Dealer: KBC Bank NV, Havenlaan 2, B-1080 Brussels,
Belgium (iv) Indication of the overall amount of the
underwriting commission and of the placing commission
EUR 1,400
(v) U.S. selling restrictions: TEFRA C
(vi) Non-exempt Offer: Not Applicable
10. TERMS AND CONDITIONS OF THE OFFER
(i) Offer Price: Issue Price
(ii) Conditions to which the offer is subject: Not Applicable
(iii) The time period, including any possible amendments, during which the offer will be open and description of the
Not Applicable
application process:
(iv) Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
Not Applicable
(v) Details of the minimum and/or maximum amount of application:
Not Applicable
(vi) Details of the method and time limits for paying up and delivering the Notes:
Not Applicable
(vii) Manner in and date on which results of the offer are to be made public:
Not Applicable
(viii) Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:
Not Applicable
(ix) Whether tranche(s) have been reserved for certain countries:
Qualified investors (as defined in the Prospectus Directive) in Belgium and Luxembourg only
(x) If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche.
Not Applicable
(xi) Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:
Not Applicable
(xii) Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
Not Applicable
(xiii) Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place:
KBC Bank NV, Havenlaan 2, B-1080 Brussels, Belgium
CONTRACTUAL TERMS
Contractual Terms of the Notes as amended and restated on 15 May 2017
Vespucci Structured Financial Products p.l.c.
(incorporated with limited liability in Ireland with registered number 426220)
Series No. 2006-4 EUR 55,000,000 Floating Rate Secured Senior Notes (the “Notes”) issued pursuant to the
€40,000,000,000 Programme for the issue of Notes arranged by
KBC Bank NV
Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation to such offer.
Neither the Issuer nor any Dealer has authorised, nor do they authorise, 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 AND LISTING
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the schedule to the Supplemental Trust Deed dated 15 May 2017 made between, amongst others, the Issuer and the Trustee (the “Conditions”). This document does not constitute Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive. Final Terms in respect of the Notes were issued on or about the relevant Issue Date. This document sets out the contractual terms of the Notes as amended and restated on 15 May 2017. References in the Conditions to the Final Terms of the Notes shall be deemed to be references to this document.
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risk and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition. Prospective purchasers should conduct their own investigations and, in deciding whether or not to purchase Notes, prospective purchasers should form their own views of the merits of an investment related to the currencies, shares, etc. based upon such investigations and not in reliance upon any information given in this document.
The terms of the Notes are as follows:
1. Issuer:
Vespucci Structured Financial Products p.l.c.
2. (i) Series No: 2006-4
(ii) Tranche Number: 1,2,3 and 4
(iii) Date on which Notes become fungible
The Notes are consolidated, form a
single series and are interchangeable
for trading purposes with each tranche
of notes of the series referred to at
paragraph 2(i) above that are in issue
on the date of the amendment and
restatement of these contractual terms.
(iv) Status
General Short Series
Senior
(v) Date Board approval for Issuance of Notes obtained:
Not applicable
3. Specified Denomination(s):
EUR 1,000 - See also the Tradeable Amount in Part B of these Final Terms
4. Relevant Currency: EUR
5. Principal Amount of Series: EUR 55,000,000
6. Issue Date: 10 November 2006
7. Issue Price: 100 per cent
8. Net Proceeds:
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
9. (i) Maturity Date:
The Interest Payment Date next following 1 January 2040
(ii) Optional Maturity Date Extension
(iii) Automatic Maturity Date
Extension
Applicable
Not Applicable
10. Form of Notes: Bearer
11. Interest Basis: Floating Rate
12. Interest Commencement Date: 10 November 2006
13. Interest Cessation Date: Maturity Date
14. Redemption Amount: Principal Amount
15. Early Redemption Amount: Principal Amount
16. Call Option: Applicable
17. Put Option: Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
18. Interest Payment Date(s):
10 May and 10 November of each year, subject to the Business Day Convention
19. Fixed Rate Note Provisions Not Applicable
20. Floating Rate Note Provisions Applicable
(i) Primary Source for Floating Rate: Reuters
(ii) Benchmark: Six-month Euribor
(iii) Reference banks: KBC Bank NV, The Bank of New York Mellon and two other banks selected
by the Calculation Agent at its discretion
(iv) Representative Amount: None Specified
(v) Specified Duration: None Specified
(vi) Relevant Financial Centre: None Specified
(vii) Relevant Time: None Specified
(viii) Margin:
(i) in relation to all Interest Rates
(ii) in relation to specified Interest Accrual Periods
-0.07 per cent per annum
Not Applicable
21. Interest Determination Date: Not Applicable
22. Interest Period Date(s) (if applicable): Interest Payment Dates
23. Minimum Interest Rate (if applicable): Not Applicable
24. Maximum Interest Rate (if applicable): Not Applicable
25. Additional Interest Applicable
26.
27.
Business Day Convention:
Relevant Business Day:
Preceding Business Day Convention
TARGET Business Day
28. Day Count Fraction: Actual/360
29. Zero Coupon Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
30. Redemption at the option of the Issuer: Applicable
(i) Issuer’s Option Period: Until the Maturity Date
(ii) Optional Redemption Date(s):
16th or last day of any month subject to the Business Day Convention
(iii) Redemption in part or in whole: In Whole
31. Redemption at the option of the Noteholders or other Noteholders’ Option:
Applicable
(i) Noteholders’ Option Period:
(ii) Option Available to all Noteholders:
Until the Maturity Date
Applicable
(iii) Optional Redemption Date(s):
Each day during the Noteholders Option Period, subject to the Business Day Convention
GENERAL PROVISIONS APPLICABLE TO THE NOTES
32. Calculation Agent:
Bank of New York Mellon pursuant to the Agency Agreement
33. Exchange of Global Note for Individual Certificates at the request of the holder:
Not Applicable
34. Payment Business Day Centre (Condition 8(h)):
Dublin, Brussels and London
35. Exchange:
(a) Notes to be represented on issue by:
Permanent Global Note
(b) Temporary Global Note exchangeable for Definitive Bearer Notes/Individual Certificates:
Not Applicable
(c) Permanent Global Note exchangeable for Definitive Bearer Notes:
Applicable
LISTING AND ADMISSION TO TRADING APPLICATION
The Final Terms dated on or about the relevant Issue Date comprised the Final Terms required to list and have admitted to trading the issue of Notes described herein pursuant to the €40,000,000,000 Programme for the issue of Notes of the Issuer.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. None of the Trustee, Paying Agents, Administration Agent, Registrar, Transfer Agent, Calculation Agent, the Custodian, Arranger, Dealers or Portfolio Manager accept responsibility for the information contained in this document.
This document is hereby executed by or on behalf of the Issuer.
Vespucci Structured Financial Products p.l.c.
By: .................................................. Authorised Signatory
PART B OTHER INFORMATION
1 LISTING
(i) Listing: Irish Stock Exchange p.l.c.
(ii) Admission to trading:
Application has been made for the Notes to be admitted to trading on the Main Securities Market of the Irish Stock Exchange with effect from the relevant Issue Date.
2. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the offer
See “Use of Proceeds and Expenses” wording in Base Prospectus
(ii) Estimated net proceeds
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
(iii) Estimate of total expenses related to admission to trading:
EUR 600
3. NOTIFICATION
Not Applicable
4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in “Subscription and Sale” in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
5. YIELD (Fixed Rate Notes only)
Not Applicable
6. OPERATIONAL INFORMATION
ISIN Code: XS0274270577
Common Code: 27427057
CUSIP Number: 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
Delivery: Delivery free of payment
Names and addresses of additional Paying Agent(s) (if any):
Not Applicable
7. GENERAL
The aggregate principal amount of Notes issued has been translated into euro at the rate of EUR/[● ] [●], producing a sum of (for Notes not denominated in euro):
Not Applicable
Tradeable Amount: EUR 1,000
8. SPECIFIC CHARGED ASSETS
Not Applicable
9. DISTRIBUTION
(i) Method of Distribution Non-syndicated
(ii) If syndicated:
(i) Names and addresses of Managers and underwriting commitments:
(ii) Date of [Subscription] Agreement:
(iii) Stabilising Manager(s) if any:
Not Applicable
Not Applicable
Not Applicable
(iii) If non-syndicated, name of Dealer: KBC Bank NV, Havenlaan 2, B-1080 Brussels,
Belgium (iv) Indication of the overall amount of the
underwriting commission and of the placing commission
EUR 1,400
(v) U.S. selling restrictions: TEFRA C
(vi) Non-exempt Offer: Not Applicable
10. TERMS AND CONDITIONS OF THE OFFER
(i) Offer Price: Issue Price
(ii) Conditions to which the offer is subject: Not Applicable
(iii) The time period, including any possible amendments, during which the offer will be open and description of the
Not Applicable
application process:
(iv) Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
Not Applicable
(v) Details of the minimum and/or maximum amount of application:
Not Applicable
(vi) Details of the method and time limits for paying up and delivering the Notes:
Not Applicable
(vii) Manner in and date on which results of the offer are to be made public:
Not Applicable
(viii) Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:
Not Applicable
(ix) Whether tranche(s) have been reserved for certain countries:
Qualified investors (as defined in the Prospectus Directive) in Belgium and Luxembourg only
(x) If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche.
Not Applicable
(xi) Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:
Not Applicable
(xii) Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
Not Applicable
(xiii) Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place:
KBC Bank NV, Havenlaan 2, B-1080 Brussels, Belgium
CONTRACTUAL TERMS
Contractual Terms of the Notes as amended and restated on 15 May 2017
Vespucci Structured Financial Products p.l.c.
(incorporated with limited liability in Ireland with registered number 426220)
Series No. 2006-5 EUR 45,000,000 Floating Rate Secured Senior Notes (the “Notes”) issued pursuant to the
€40,000,000,000 Programme for the issue of Notes arranged by
KBC Bank NV
Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation to such offer.
Neither the Issuer nor any Dealer has authorised, nor do they authorise, 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 AND LISTING
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the schedule to the Supplemental Trust Deed dated 15 May 2017 made between, amongst others, the Issuer and the Trustee (the “Conditions”). This document does not constitute Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive. Final Terms in respect of the Notes were issued on or about the relevant Issue Date. This document sets out the contractual terms of the Notes as amended and restated on 15 May 2017. References in the Conditions to the Final Terms of the Notes shall be deemed to be references to this document.
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risk and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition. Prospective purchasers should conduct their own investigations and, in deciding whether or not to purchase Notes, prospective purchasers should form their own views of the merits of an investment related to the currencies, shares, etc. based upon such investigations and not in reliance upon any information given in this document.
The terms of the Notes are as follows:
1. Issuer:
Vespucci Structured Financial Products p.l.c.
2. (i) Series No: 2006-5
(ii) Tranche Number: 1,2,3 and 4
(iii) Date on which Notes become fungible
The Notes are consolidated, form a
single series and are interchangeable
for trading purposes with each tranche
of notes of the series referred to at
paragraph 2(i) above that are in issue
on the date of the amendment and
restatement of these contractual terms.
(iv) Status
General Short Series
Senior
(v) Date Board approval for Issuance of Notes obtained:
Not applicable
3. Specified Denomination(s):
EUR 1,000 - See also the Tradeable Amount in Part B of these Final Terms
4. Relevant Currency: EUR
5. Principal Amount of Series: EUR 45,000,000
6. Issue Date: 22 December 2006
7. Issue Price: 100 per cent
8. Net Proceeds:
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
9. (i) Maturity Date:
The Interest Payment Date next following 1 January 2040
(ii) Optional Maturity Date Extension
(iii) Automatic Maturity Date
Extension
Applicable
Not Applicable
10. Form of Notes: Bearer
11. Interest Basis: Floating Rate
12. Interest Commencement Date: 23 December 2015
13. Interest Cessation Date: Maturity Date
14. Redemption Amount: Principal Amount
15. Early Redemption Amount: Principal Amount
16. Call Option: Applicable
17. Put Option: Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
18. Interest Payment Date(s):
23 June and 23 December of each year, subject to the Business Day Convention
19. Fixed Rate Note Provisions Not Applicable
20. Floating Rate Note Provisions Applicable
(i) Primary Source for Floating Rate: Reuters
(ii) Benchmark: Six-month Euribor
(iii) Reference banks: KBC Bank NV, The Bank of New York Mellon and two other banks selected
by the Calculation Agent at its discretion
(iv) Representative Amount: None Specified
(v) Specified Duration: None Specified
(vi) Relevant Financial Centre: None Specified
(vii) Relevant Time: None Specified
(viii) Margin:
(i) in relation to all Interest Rates
(ii) in relation to specified Interest Accrual Periods
-0.07 per cent per annum
Not Applicable
21. Interest Determination Date: Not Applicable
22. Interest Period Date(s) (if applicable): Interest Payment Dates
23. Minimum Interest Rate (if applicable): Not Applicable
24. Maximum Interest Rate (if applicable): Not Applicable
25. Additional Interest Applicable
26.
27.
Business Day Convention:
Relevant Business Day:
Preceding Business Day Convention
TARGET Business Day
28. Day Count Fraction: Actual/360
29. Zero Coupon Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
30. Redemption at the option of the Issuer: Applicable
(i) Issuer’s Option Period: Until the Maturity Date
(ii) Optional Redemption Date(s):
16th or last day of any month subject to the Business Day Convention
(iii) Redemption in part or in whole: In Whole
31. Redemption at the option of the Noteholders or other Noteholders’ Option:
Applicable
(i) Noteholders’ Option Period:
(ii) Option Available to all Noteholders:
Until the Maturity Date
Applicable
(iii) Optional Redemption Date(s):
Each day during the Noteholders Option Period, subject to the Business Day Convention
GENERAL PROVISIONS APPLICABLE TO THE NOTES
32. Calculation Agent:
Bank of New York Mellon pursuant to the Agency Agreement
33. Exchange of Global Note for Individual Certificates at the request of the holder:
Not Applicable
34. Payment Business Day Centre (Condition 8(h)):
Dublin, Brussels and London
35. Exchange:
(a) Notes to be represented on issue by:
Permanent Global Note
(b) Temporary Global Note exchangeable for Definitive Bearer Notes/Individual Certificates:
Not Applicable
(c) Permanent Global Note exchangeable for Definitive Bearer Notes:
Applicable
LISTING AND ADMISSION TO TRADING APPLICATION
The Final Terms dated on or about the relevant Issue Date comprised the Final Terms required to list and have admitted to trading the issue of Notes described herein pursuant to the €40,000,000,000 Programme for the issue of Notes of the Issuer.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. None of the Trustee, Paying Agents, Administration Agent, Registrar, Transfer Agent, Calculation Agent, the Custodian, Arranger, Dealers or Portfolio Manager accept responsibility for the information contained in this document.
This document is hereby executed by or on behalf of the Issuer.
Vespucci Structured Financial Products p.l.c.
By: .................................................. Authorised Signatory
PART B OTHER INFORMATION
1 LISTING
(i) Listing: Irish Stock Exchange p.l.c.
(ii) Admission to trading:
Application has been made for the Notes to be admitted to trading on the Main Securities Market of the Irish Stock Exchange with effect from the relevant Issue Date.
2. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the offer
See “Use of Proceeds and Expenses” wording in Base Prospectus
(ii) Estimated net proceeds
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
(iii) Estimate of total expenses related to admission to trading:
EUR 600
3. NOTIFICATION
Not Applicable
4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in “Subscription and Sale” in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
5. YIELD (Fixed Rate Notes only)
Not Applicable
6. OPERATIONAL INFORMATION
ISIN Code: XS0279941214
Common Code: 27994121
CUSIP Number: 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
Delivery: Delivery free of payment
Names and addresses of additional Paying Agent(s) (if any):
Not Applicable
7. GENERAL
The aggregate principal amount of Notes issued has been translated into euro at the rate of EUR/[● ] [●], producing a sum of (for Notes not denominated in euro):
Not Applicable
Tradeable Amount: EUR 1,000
8. SPECIFIC CHARGED ASSETS
Not Applicable
9. DISTRIBUTION
(i) Method of Distribution Non-syndicated
(ii) If syndicated:
(i) Names and addresses of Managers and underwriting commitments:
(ii) Date of [Subscription] Agreement:
(iii) Stabilising Manager(s) if any:
Not Applicable
Not Applicable
Not Applicable
(iii) If non-syndicated, name of Dealer: KBC Bank NV, Havenlaan 2, B-1080 Brussels,
Belgium (iv) Indication of the overall amount of the
underwriting commission and of the placing commission
EUR 1,400
(v) U.S. selling restrictions: TEFRA C
(vi) Non-exempt Offer: Not Applicable
10. TERMS AND CONDITIONS OF THE OFFER
(i) Offer Price: Issue Price
(ii) Conditions to which the offer is subject: Not Applicable
(iii) The time period, including any possible amendments, during which the offer will be open and description of the
Not Applicable
application process:
(iv) Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
Not Applicable
(v) Details of the minimum and/or maximum amount of application:
Not Applicable
(vi) Details of the method and time limits for paying up and delivering the Notes:
Not Applicable
(vii) Manner in and date on which results of the offer are to be made public:
Not Applicable
(viii) Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:
Not Applicable
(ix) Whether tranche(s) have been reserved for certain countries:
Qualified investors (as defined in the Prospectus Directive) in Belgium and Luxembourg only
(x) If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche.
Not Applicable
(xi) Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:
Not Applicable
(xii) Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
Not Applicable
(xiii) Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place:
KBC Bank NV, Havenlaan 2, B-1080 Brussels, Belgium
CONTRACTUAL TERMS
Contractual Terms of the Notes as amended and restated on 15 May 2017
Vespucci Structured Financial Products p.l.c.
(incorporated with limited liability in Ireland with registered number 426220)
Series No. 2007-6 EUR 65,000,000 Floating Rate Secured Senior Notes (the “Notes”) issued pursuant to the
€40,000,000,000 Programme for the issue of Notes arranged by
KBC Bank NV
Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation to such offer.
Neither the Issuer nor any Dealer has authorised, nor do they authorise, 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 AND LISTING
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the schedule to the Supplemental Trust Deed dated 15 May 2017 made between, amongst others, the Issuer and the Trustee (the “Conditions”). This document does not constitute Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive. Final Terms in respect of the Notes were issued on or about the relevant Issue Date. This document sets out the contractual terms of the Notes as amended and restated on 15 May 2017. References in the Conditions to the Final Terms of the Notes shall be deemed to be references to this document.
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risk and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition. Prospective purchasers should conduct their own investigations and, in deciding whether or not to purchase Notes, prospective purchasers should form their own views of the merits of an investment related to the currencies, shares, etc. based upon such investigations and not in reliance upon any information given in this document.
The terms of the Notes are as follows:
1. Issuer:
Vespucci Structured Financial Products p.l.c.
2. (i) Series No: 2007-6
(ii) Tranche Number: 1,2,3,4 and 5
(iii) Date on which Notes become fungible
The Notes are consolidated, form a
single series and are interchangeable
for trading purposes with each tranche
of notes of the series referred to at
paragraph 2(i) above that are in issue
on the date of the amendment and
restatement of these contractual terms.
(iv) Status
General Short Series
Senior
(v) Date Board approval for Issuance of Notes obtained:
Not applicable
3. Specified Denomination(s):
EUR 1,000 - See also the Tradeable Amount in Part B of these Final Terms
4. Relevant Currency: EUR
5. Principal Amount of Series: EUR 65,000,000
6. Issue Date: 10 January 2007
7. Issue Price: 100 per cent
8. Net Proceeds:
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
9. (i) Maturity Date:
The Interest Payment Date next following 1 January 2040
(ii) Optional Maturity Date Extension
(iii) Automatic Maturity Date
Extension
Applicable
Not Applicable
10. Form of Notes: Bearer
11. Interest Basis: Floating Rate
12. Interest Commencement Date: 10 January 2015
13. Interest Cessation Date: Maturity Date
14. Redemption Amount: Principal Amount
15. Early Redemption Amount: Principal Amount
16. Call Option: Applicable
17. Put Option: Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
18. Interest Payment Date(s):
10 January and 10 July of each year, subject to the Business Day Convention
19. Fixed Rate Note Provisions Not Applicable
20. Floating Rate Note Provisions Applicable
(i) Primary Source for Floating Rate: Reuters
(ii) Benchmark: Six-month Euribor
(iii) Reference banks: KBC Bank NV, The Bank of New York Mellon and two other banks selected
by the Calculation Agent at its discretion
(iv) Representative Amount: None Specified
(v) Specified Duration: None Specified
(vi) Relevant Financial Centre: None Specified
(vii) Relevant Time: None Specified
(viii) Margin:
(i) in relation to all Interest Rates
(ii) in relation to specified Interest Accrual Periods
-0.07 per cent per annum
Not Applicable
21. Interest Determination Date: Not Applicable
22. Interest Period Date(s) (if applicable): Interest Payment Dates
23. Minimum Interest Rate (if applicable): Not Applicable
24. Maximum Interest Rate (if applicable): Not Applicable
25. Additional Interest Applicable
26.
27.
Business Day Convention:
Relevant Business Day:
Preceding Business Day Convention
TARGET Business Day
28. Day Count Fraction: Actual/360
29. Zero Coupon Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
30. Redemption at the option of the Issuer: Applicable
(i) Issuer’s Option Period: Until the Maturity Date
(ii) Optional Redemption Date(s):
16th or last day of any month subject to the Business Day Convention
(iii) Redemption in part or in whole: In Whole
31. Redemption at the option of the Noteholders or other Noteholders’ Option:
Applicable
(i) Noteholders’ Option Period:
(ii) Option Available to all Noteholders:
Until the Maturity Date
Applicable
(iii) Optional Redemption Date(s):
Each day during the Noteholders Option Period, subject to the Business Day Convention
GENERAL PROVISIONS APPLICABLE TO THE NOTES
32. Calculation Agent:
Bank of New York Mellon pursuant to the Agency Agreement
33. Exchange of Global Note for Individual Certificates at the request of the holder:
Not Applicable
34. Payment Business Day Centre (Condition 8(h)):
Dublin, Brussels and London
35. Exchange:
(a) Notes to be represented on issue by:
Permanent Global Note
(b) Temporary Global Note exchangeable for Definitive Bearer Notes/Individual Certificates:
Not Applicable
(c) Permanent Global Note exchangeable for Definitive Bearer Notes:
Applicable
LISTING AND ADMISSION TO TRADING APPLICATION
The Final Terms dated on or about the relevant Issue Date comprised the Final Terms required to list and have admitted to trading the issue of Notes described herein pursuant to the €40,000,000,000 Programme for the issue of Notes of the Issuer.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. None of the Trustee, Paying Agents, Administration Agent, Registrar, Transfer Agent, Calculation Agent, the Custodian, Arranger, Dealers or Portfolio Manager accept responsibility for the information contained in this document.
This document is hereby executed by or on behalf of the Issuer.
Vespucci Structured Financial Products p.l.c.
By: .................................................. Authorised Signatory
PART B OTHER INFORMATION
1 LISTING
(i) Listing: Irish Stock Exchange p.l.c.
(ii) Admission to trading:
Application has been made for the Notes to be admitted to trading on the Main Securities Market of the Irish Stock Exchange with effect from the relevant Issue Date.
2. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the offer
See “Use of Proceeds and Expenses” wording in Base Prospectus
(ii) Estimated net proceeds
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
(iii) Estimate of total expenses related to admission to trading:
EUR 600
3. NOTIFICATION
Not Applicable
4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in “Subscription and Sale” in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
5. YIELD (Fixed Rate Notes only)
Not Applicable
6. OPERATIONAL INFORMATION
ISIN Code: XS0280837005
Common Code: 28083700
CUSIP Number: 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
Delivery: Delivery free of payment
Names and addresses of additional Paying Agent(s) (if any):
Not Applicable
7. GENERAL
The aggregate principal amount of Notes issued has been translated into euro at the rate of EUR/[● ] [●], producing a sum of (for Notes not denominated in euro):
Not Applicable
Tradeable Amount: EUR 1,000
8. SPECIFIC CHARGED ASSETS
Not Applicable
9. DISTRIBUTION
(i) Method of Distribution Non-syndicated
(ii) If syndicated:
(i) Names and addresses of Managers and underwriting commitments:
(ii) Date of [Subscription] Agreement:
(iii) Stabilising Manager(s) if any:
Not Applicable
Not Applicable
Not Applicable
(iii) If non-syndicated, name of Dealer: KBC Bank NV, Havenlaan 2, B-1080 Brussels,
Belgium (iv) Indication of the overall amount of the
underwriting commission and of the placing commission
EUR 600
(v) U.S. selling restrictions: TEFRA C
(vi) Non-exempt Offer: Not Applicable
10. TERMS AND CONDITIONS OF THE OFFER
(i) Offer Price: Issue Price
(ii) Conditions to which the offer is subject: Not Applicable
(iii) The time period, including any possible amendments, during which the offer will be open and description of the
Not Applicable
application process:
(iv) Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
Not Applicable
(v) Details of the minimum and/or maximum amount of application:
Not Applicable
(vi) Details of the method and time limits for paying up and delivering the Notes:
Not Applicable
(vii) Manner in and date on which results of the offer are to be made public:
Not Applicable
(viii) Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:
Not Applicable
(ix) Whether tranche(s) have been reserved for certain countries:
Qualified investors (as defined in the Prospectus Directive) in Belgium and Luxembourg only
(x) If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche.
Not Applicable
(xi) Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:
Not Applicable
(xii) Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
Not Applicable
(xiii) Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place:
KBC Bank NV, Havenlaan 2, B-1080 Brussels, Belgium
CONTRACTUAL TERMS
Contractual Terms of the Notes as amended and restated on 15 May 2017
Vespucci Structured Financial Products p.l.c.
(incorporated with limited liability in Ireland with registered number 426220)
Series No. 2007-7 USD 100,000,000 Floating Rate Secured Senior Notes (the “Notes”) issued pursuant to the
€40,000,000,000 Programme for the issue of Notes arranged by
KBC Bank NV
Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation to such offer.
Neither the Issuer nor any Dealer has authorised, nor do they authorise, 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 AND LISTING
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the schedule to the Supplemental Trust Deed dated 15 May 2017 made between, amongst others, the Issuer and the Trustee (the “Conditions”). This document does not constitute Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive. Final Terms in respect of the Notes were issued on or about the relevant Issue Date. This document sets out the contractual terms of the Notes as amended and restated on 15 May 2017. References in the Conditions to the Final Terms of the Notes shall be deemed to be references to this document.
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risk and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition. Prospective purchasers should conduct their own investigations and, in deciding whether or not to purchase Notes, prospective purchasers should form their own views of the merits of an investment related to the currencies, shares, etc. based upon such investigations and not in reliance upon any information given in this document.
The terms of the Notes are as follows:
1. Issuer:
Vespucci Structured Financial Products p.l.c.
2. (i) Series No: 2007-7
(ii) Tranche Number: 1,2,3 and 4
(iii) Date on which Notes become fungible
The Notes are consolidated, form a
single series and are interchangeable
for trading purposes with each tranche
of notes of the series referred to at
paragraph 2(i) above that are in issue
on the date of the amendment and
restatement of these contractual terms.
(iv) Status
General Short Series
Senior
(v) Date Board approval for Issuance of Notes obtained:
Not applicable
3. Specified Denomination(s):
USD 2,000 - See also the Tradeable Amount in Part B of these Final Terms
4. Relevant Currency: USD
5. Principal Amount of Series: USD 100,000,000
6. Issue Date: 10 January 2007
7. Issue Price: 100 per cent
8. Net Proceeds:
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
9. (i) Maturity Date:
The Interest Payment Date next following 1 January 2040
(ii) Optional Maturity Date Extension
(iii) Automatic Maturity Date
Extension
Applicable
Not Applicable
10. Form of Notes: Bearer
11. Interest Basis: Floating Rate
12. Interest Commencement Date: 10 July 2015
13. Interest Cessation Date: Maturity Date
14. Redemption Amount: Principal Amount
15. Early Redemption Amount: Principal Amount
16. Call Option: Applicable
17. Put Option: Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
18. Interest Payment Date(s):
10 January and 10 July of each year, subject to the Business Day Convention
19. Fixed Rate Note Provisions Not Applicable
20. Floating Rate Note Provisions Applicable
(i) Primary Source for Floating Rate: Reuters
(ii) Benchmark: Six-Month Libor
(iii) Reference banks: KBC Bank NV, The Bank of New York Mellon and two other banks selected
by the Calculation Agent at its discretion
(iv) Representative Amount: None Specified
(v) Specified Duration: None Specified
(vi) Relevant Financial Centre: None Specified
(vii) Relevant Time: None Specified
(viii) Margin:
(i) in relation to all Interest Rates
(ii) in relation to specified Interest Accrual Periods
0.23 per cent per annum
Not Applicable
21. Interest Determination Date: Not Applicable
22. Interest Period Date(s) (if applicable): Interest Payment Dates
23. Minimum Interest Rate (if applicable): Not Applicable
24. Maximum Interest Rate (if applicable): Not Applicable
25. Additional Interest Applicable
26.
27.
Business Day Convention:
Relevant Business Day:
Preceding Business Day Convention
TARGET Business Day
28. Day Count Fraction: Actual/360
29. Zero Coupon Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
30. Redemption at the option of the Issuer: Applicable
(i) Issuer’s Option Period: Until the Maturity Date
(ii) Optional Redemption Date(s):
16th or last day of any month subject to the Business Day Convention
(iii) Redemption in part or in whole: In Whole
31. Redemption at the option of the Noteholders or other Noteholders’ Option:
Applicable
(i) Noteholders’ Option Period:
(ii) Option Available to all Noteholders:
Until the Maturity Date
Applicable
(iii) Optional Redemption Date(s):
Each day during the Noteholders Option Period, subject to the Business Day Convention
GENERAL PROVISIONS APPLICABLE TO THE NOTES
32. Calculation Agent:
Bank of New York Mellon pursuant to the Agency Agreement
33. Exchange of Global Note for Individual Certificates at the request of the holder:
Not Applicable
34. Payment Business Day Centre (Condition 8(h)):
Dublin, Brussels and London
35. Exchange:
(a) Notes to be represented on issue by:
Permanent Global Note
(b) Temporary Global Note exchangeable for Definitive Bearer Notes/Individual Certificates:
Not Applicable
(c) Permanent Global Note exchangeable for Definitive Bearer Notes:
Applicable
LISTING AND ADMISSION TO TRADING APPLICATION
The Final Terms dated on or about the relevant Issue Date comprised the Final Terms required to list and have admitted to trading the issue of Notes described herein pursuant to the €40,000,000,000 Programme for the issue of Notes of the Issuer.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. None of the Trustee, Paying Agents, Administration Agent, Registrar, Transfer Agent, Calculation Agent, the Custodian, Arranger, Dealers or Portfolio Manager accept responsibility for the information contained in this document.
This document is hereby executed by or on behalf of the Issuer.
Vespucci Structured Financial Products p.l.c.
By: .................................................. Authorised Signatory
PART B OTHER INFORMATION
1 LISTING
(i) Listing: Irish Stock Exchange p.l.c.
(ii) Admission to trading:
Application has been made for the Notes to be admitted to trading on the Main Securities Market of the Irish Stock Exchange with effect from the relevant Issue Date.
2. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the offer
See “Use of Proceeds and Expenses” wording in Base Prospectus
(ii) Estimated net proceeds
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
(iii) Estimate of total expenses related to admission to trading:
EUR 600
3. NOTIFICATION
Not Applicable
4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in “Subscription and Sale” in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
5. YIELD (Fixed Rate Notes only)
Not Applicable
6. OPERATIONAL INFORMATION
ISIN Code: XS0281002997
Common Code: 28100299
CUSIP Number: 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
Delivery: Delivery free of payment
Names and addresses of additional Paying Agent(s) (if any):
Not Applicable
7. GENERAL
The aggregate principal amount of Notes issued has been translated into euro at the rate of EUR/[● ] [●], producing a sum of (for Notes not denominated in euro):
Not Applicable
Tradeable Amount: USD 2,000
8. SPECIFIC CHARGED ASSETS
Not Applicable
9. DISTRIBUTION
(i) Method of Distribution Non-syndicated
(ii) If syndicated:
(i) Names and addresses of Managers and underwriting commitments:
(ii) Date of [Subscription] Agreement:
(iii) Stabilising Manager(s) if any:
Not Applicable
Not Applicable
Not Applicable
(iii) If non-syndicated, name of Dealer: KBC Bank NV, Havenlaan 2, B-1080 Brussels,
Belgium (iv) Indication of the overall amount of the
underwriting commission and of the placing commission
EUR 1,400
(v) U.S. selling restrictions: TEFRA C
(vi) Non-exempt Offer: Not Applicable
10. TERMS AND CONDITIONS OF THE OFFER
(i) Offer Price: Issue Price
(ii) Conditions to which the offer is subject: Not Applicable
(iii) The time period, including any possible amendments, during which the offer will be open and description of the
Not Applicable
application process:
(iv) Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
Not Applicable
(v) Details of the minimum and/or maximum amount of application:
Not Applicable
(vi) Details of the method and time limits for paying up and delivering the Notes:
Not Applicable
(vii) Manner in and date on which results of the offer are to be made public:
Not Applicable
(viii) Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:
Not Applicable
(ix) Whether tranche(s) have been reserved for certain countries:
Qualified investors (as defined in the Prospectus Directive) in Belgium and Luxembourg only
(x) If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche.
Not Applicable
(xi) Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:
Not Applicable
(xii) Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
Not Applicable
(xiii) Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place:
KBC Bank NV, Havenlaan 2, B-1080 Brussels, Belgium
CONTRACTUAL TERMS
Contractual Terms of the Notes as amended and restated on 15 May 2017
Vespucci Structured Financial Products p.l.c.
(incorporated with limited liability in Ireland with registered number 426220)
Series No. 2007-8 CZK 150,000,000 Floating Rate Secured Senior Notes (the “Notes”) issued pursuant to the
€40,000,000,000 Programme for the issue of Notes arranged by
KBC Bank NV
Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation to such offer.
Neither the Issuer nor any Dealer has authorised, nor do they authorise, 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 AND LISTING
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the schedule to the Supplemental Trust Deed dated 15 May 2017 made between, amongst others, the Issuer and the Trustee (the “Conditions”). This document does not constitute Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive. Final Terms in respect of the Notes were issued on or about the relevant Issue Date. This document sets out the contractual terms of the Notes as amended and restated on 15 May 2017. References in the Conditions to the Final Terms of the Notes shall be deemed to be references to this document.
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risk and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition. Prospective purchasers should conduct their own investigations and, in deciding whether or not to purchase Notes, prospective purchasers should form their own views of the merits of an investment related to the currencies, shares, etc. based upon such investigations and not in reliance upon any information given in this document.
The terms of the Notes are as follows:
1. Issuer:
Vespucci Structured Financial Products p.l.c.
2. (i) Series No: 2007-8
(ii) Tranche Number: 1,2,3 and 4
(iii) Date on which Notes become fungible
The Notes are consolidated, form a
single series and are interchangeable
for trading purposes with each tranche
of notes of the series referred to at
paragraph 2(i) above that are in issue
on the date of the amendment and
restatement of these contractual terms.
(iv) Status
General Short Series
Senior
(v) Date Board approval for Issuance of Notes obtained:
Not applicable
3. Specified Denomination(s):
CZK 50,000 - See also the Tradeable Amount in Part B of these Final Terms
4. Relevant Currency: CZK
5. Principal Amount of Series: CZK 150,000,000
6. Issue Date: 3 March 2007
7. Issue Price: 100 per cent
8. Net Proceeds:
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
9. (i) Maturity Date:
The Interest Payment Date next following 1 January 2040
(ii) Optional Maturity Date Extension
(iii) Automatic Maturity Date
Extension
Applicable
Not Applicable
10. Form of Notes: Bearer
11. Interest Basis: Floating Rate
12. Interest Commencement Date: 23 March 2007
13. Interest Cessation Date: Maturity Date
14. Redemption Amount: Principal Amount
15. Early Redemption Amount: Principal Amount
16. Call Option: Applicable
17. Put Option: Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
18. Interest Payment Date(s):
23 March and 23 September of each year, subject to the Business Day Convention
19. Fixed Rate Note Provisions Not Applicable
20. Floating Rate Note Provisions Applicable
(i) Primary Source for Floating Rate: Reuters
(ii) Benchmark: Six-Month Pribor
(iii) Reference banks: KBC Bank NV, The Bank of New York Mellon and two other banks selected
by the Calculation Agent at its discretion
(iv) Representative Amount: None Specified
(v) Specified Duration: None Specified
(vi) Relevant Financial Centre: None Specified
(vii) Relevant Time: None Specified
(viii) Margin:
(i) in relation to all Interest Rates
(ii) in relation to specified Interest Accrual Periods
-0.81 per cent per annum
Not Applicable
21. Interest Determination Date: Not Applicable
22. Interest Period Date(s) (if applicable): Interest Payment Dates
23. Minimum Interest Rate (if applicable): Not Applicable
24. Maximum Interest Rate (if applicable): Not Applicable
25. Additional Interest Applicable
26.
27.
Business Day Convention:
Relevant Business Day:
Preceding Business Day Convention
TARGET Business Day
28. Day Count Fraction: Actual/360
29. Zero Coupon Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
30. Redemption at the option of the Issuer: Applicable
(i) Issuer’s Option Period: Until the Maturity Date
(ii) Optional Redemption Date(s):
16th or last day of any month subject to the Business Day Convention
(iii) Redemption in part or in whole: In Whole
31. Redemption at the option of the Noteholders or other Noteholders’ Option:
Applicable
(i) Noteholders’ Option Period:
(ii) Option Available to all Noteholders:
Until the Maturity Date
Applicable
(iii) Optional Redemption Date(s):
Each day during the Noteholders Option Period, subject to the Business Day Convention
GENERAL PROVISIONS APPLICABLE TO THE NOTES
32. Calculation Agent:
Bank of New York Mellon pursuant to the Agency Agreement
33. Exchange of Global Note for Individual Certificates at the request of the holder:
Not Applicable
34. Payment Business Day Centre (Condition 8(h)):
Dublin, Brussels and London
35. Exchange:
(a) Notes to be represented on issue by:
Permanent Global Note
(b) Temporary Global Note exchangeable for Definitive Bearer Notes/Individual Certificates:
Not Applicable
(c) Permanent Global Note exchangeable for Definitive Bearer Notes:
Applicable
LISTING AND ADMISSION TO TRADING APPLICATION
The Final Terms dated on or about the relevant Issue Date comprised the Final Terms required to list and have admitted to trading the issue of Notes described herein pursuant to the €40,000,000,000 Programme for the issue of Notes of the Issuer.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. None of the Trustee, Paying Agents, Administration Agent, Registrar, Transfer Agent, Calculation Agent, the Custodian, Arranger, Dealers or Portfolio Manager accept responsibility for the information contained in this document.
This document is hereby executed by or on behalf of the Issuer.
Vespucci Structured Financial Products p.l.c.
By: .................................................. Authorised Signatory
PART B OTHER INFORMATION
1 LISTING
(i) Listing: Irish Stock Exchange p.l.c.
(ii) Admission to trading:
Application has been made for the Notes to be admitted to trading on the Main Securities Market of the Irish Stock Exchange with effect from the relevant Issue Date.
2. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the offer
See “Use of Proceeds and Expenses” wording in Base Prospectus
(ii) Estimated net proceeds
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
(iii) Estimate of total expenses related to admission to trading:
EUR 600
3. NOTIFICATION
Not Applicable
4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in “Subscription and Sale” in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
5. YIELD (Fixed Rate Notes only)
Not Applicable
6. OPERATIONAL INFORMATION
ISIN Code: XS0292647087
Common Code: 29264708
CUSIP Number: 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
Delivery: Delivery free of payment
Names and addresses of additional Paying Agent(s) (if any):
Not Applicable
7. GENERAL
The aggregate principal amount of Notes issued has been translated into euro at the rate of EUR/[● ] [●], producing a sum of (for Notes not denominated in euro):
Not Applicable
Tradeable Amount: CZK 50,000
8. SPECIFIC CHARGED ASSETS
Not Applicable
9. DISTRIBUTION
(i) Method of Distribution Non-syndicated
(ii) If syndicated:
(i) Names and addresses of Managers and underwriting commitments:
(ii) Date of [Subscription] Agreement:
(iii) Stabilising Manager(s) if any:
Not Applicable
Not Applicable
Not Applicable
(iii) If non-syndicated, name of Dealer: KBC Bank NV, Havenlaan 2, B-1080 Brussels,
Belgium (iv) Indication of the overall amount of the
underwriting commission and of the placing commission
EUR 1,400
(v) U.S. selling restrictions: TEFRA C
(vi) Non-exempt Offer: Not Applicable
10. TERMS AND CONDITIONS OF THE OFFER
(i) Offer Price: Issue Price
(ii) Conditions to which the offer is subject: Not Applicable
(iii) The time period, including any possible amendments, during which the offer will be open and description of the
Not Applicable
application process:
(iv) Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
Not Applicable
(v) Details of the minimum and/or maximum amount of application:
Not Applicable
(vi) Details of the method and time limits for paying up and delivering the Notes:
Not Applicable
(vii) Manner in and date on which results of the offer are to be made public:
Not Applicable
(viii) Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:
Not Applicable
(ix) Whether tranche(s) have been reserved for certain countries:
Qualified investors (as defined in the Prospectus Directive) in Belgium and Luxembourg only
(x) If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche.
Not Applicable
(xi) Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:
Not Applicable
(xii) Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
Not Applicable
(xiii) Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place:
KBC Bank NV, Havenlaan 2, B-1080 Brussels, Belgium
CONTRACTUAL TERMS
Contractual Terms of the Notes as amended and restated on 15 May 2017
Vespucci Structured Financial Products p.l.c.
(incorporated with limited liability in Ireland with registered number 426220)
Series No. 2007-14 CZK 35,800,000 Floating Rate Secured Senior Notes (the “Notes”) issued pursuant to the
€40,000,000,000 Programme for the issue of Notes arranged by
KBC Bank NV
Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation to such offer.
Neither the Issuer nor any Dealer has authorised, nor do they authorise, 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 AND LISTING
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the schedule to the Supplemental Trust Deed dated 15 May 2017 made between, amongst others, the Issuer and the Trustee (the “Conditions”). This document does not constitute Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive. Final Terms in respect of the Notes were issued on or about the relevant Issue Date. This document sets out the contractual terms of the Notes as amended and restated on 15 May 2017. References in the Conditions to the Final Terms of the Notes shall be deemed to be references to this document.
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risk and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition. Prospective purchasers should conduct their own investigations and, in deciding whether or not to purchase Notes, prospective purchasers should form their own views of the merits of an investment related to the currencies, shares, etc. based upon such investigations and not in reliance upon any information given in this document.
The terms of the Notes are as follows:
1. Issuer:
Vespucci Structured Financial Products p.l.c.
2. (i) Series No: 2007-14
(ii) Tranche Number: 1,2 and 3
(iii) Date on which Notes become fungible
The Notes are consolidated, form a
single series and are interchangeable
for trading purposes with each tranche
of notes of the series referred to at
paragraph 2(i) above that are in issue
on the date of the amendment and
restatement of these contractual terms.
(iv) Status
General Short Series
Senior
(v) Date Board approval for Issuance of Notes obtained:
Not applicable
3. Specified Denomination(s):
CZK 50,000 - See also the Tradeable Amount in Part B of these Final Terms
4. Relevant Currency: CZK
5. Principal Amount of Series: CZK 35,800,000
6. Issue Date: 10 May 2007
7. Issue Price: 100 per cent
8. Net Proceeds:
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
9. (i) Maturity Date:
The Interest Payment Date next following 1 January 2040
(ii) Optional Maturity Date Extension
(iii) Automatic Maturity Date
Extension
Applicable
Not Applicable
10. Form of Notes: Bearer
11. Interest Basis: Floating Rate
12. Interest Commencement Date: 10 May 2007
13. Interest Cessation Date: Maturity Date
14. Redemption Amount: Principal Amount
15. Early Redemption Amount: Principal Amount
16. Call Option: Applicable
17. Put Option: Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
18. Interest Payment Date(s):
10 May and 10 November of each year, subject to the Business Day Convention
19. Fixed Rate Note Provisions Not Applicable
20. Floating Rate Note Provisions Applicable
(i) Primary Source for Floating Rate: Reuters
(ii) Benchmark: Six-Month Pribor
(iii) Reference banks: KBC Bank NV, The Bank of New York Mellon and two other banks selected
by the Calculation Agent at its discretion
(iv) Representative Amount: None Specified
(v) Specified Duration: None Specified
(vi) Relevant Financial Centre: None Specified
(vii) Relevant Time: None Specified
(viii) Margin:
(i) in relation to all Interest Rates
(ii) in relation to specified Interest Accrual Periods
-0.81 per cent per annum
Not Applicable
21. Interest Determination Date: Not Applicable
22. Interest Period Date(s) (if applicable): Interest Payment Dates
23. Minimum Interest Rate (if applicable): Not Applicable
24. Maximum Interest Rate (if applicable): Not Applicable
25. Additional Interest Applicable
26.
27.
Business Day Convention:
Relevant Business Day:
Preceding Business Day Convention
TARGET Business Day
28. Day Count Fraction: Actual/360
29. Zero Coupon Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
30. Redemption at the option of the Issuer: Applicable
(i) Issuer’s Option Period: Until the Maturity Date
(ii) Optional Redemption Date(s):
16th or last day of any month subject to the Business Day Convention
(iii) Redemption in part or in whole: In Whole
31. Redemption at the option of the Noteholders or other Noteholders’ Option:
Applicable
(i) Noteholders’ Option Period:
(ii) Option Available to all Noteholders:
Until the Maturity Date
Applicable
(iii) Optional Redemption Date(s):
Each day during the Noteholders Option Period, subject to the Business Day Convention
GENERAL PROVISIONS APPLICABLE TO THE NOTES
32. Calculation Agent:
Bank of New York Mellon pursuant to the Agency Agreement
33. Exchange of Global Note for Individual Certificates at the request of the holder:
Not Applicable
34. Payment Business Day Centre (Condition 8(h)):
Dublin, Brussels and London
35. Exchange:
(a) Notes to be represented on issue by:
Permanent Global Note
(b) Temporary Global Note exchangeable for Definitive Bearer Notes/Individual Certificates:
Not Applicable
(c) Permanent Global Note exchangeable for Definitive Bearer Notes:
Applicable
LISTING AND ADMISSION TO TRADING APPLICATION
The Final Terms dated on or about the relevant Issue Date comprised the Final Terms required to list and have admitted to trading the issue of Notes described herein pursuant to the €40,000,000,000 Programme for the issue of Notes of the Issuer.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. None of the Trustee, Paying Agents, Administration Agent, Registrar, Transfer Agent, Calculation Agent, the Custodian, Arranger, Dealers or Portfolio Manager accept responsibility for the information contained in this document.
This document is hereby executed by or on behalf of the Issuer.
Vespucci Structured Financial Products p.l.c.
By: .................................................. Authorised Signatory
PART B OTHER INFORMATION
1 LISTING
(i) Listing: Irish Stock Exchange p.l.c.
(ii) Admission to trading:
Application has been made for the Notes to be admitted to trading on the Main Securities Market of the Irish Stock Exchange with effect from the relevant Issue Date.
2. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the offer
See “Use of Proceeds and Expenses” wording in Base Prospectus
(ii) Estimated net proceeds
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
(iii) Estimate of total expenses related to admission to trading:
EUR 600
3. NOTIFICATION
Not Applicable
4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in “Subscription and Sale” in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
5. YIELD (Fixed Rate Notes only)
Not Applicable
6. OPERATIONAL INFORMATION
ISIN Code: XS0299825892
Common Code: 29982589
CUSIP Number: 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
Delivery: Delivery free of payment
Names and addresses of additional Paying Agent(s) (if any):
Not Applicable
7. GENERAL
The aggregate principal amount of Notes issued has been translated into euro at the rate of EUR/[● ] [●], producing a sum of (for Notes not denominated in euro):
Not Applicable
Tradeable Amount: CZK 50,000
8. SPECIFIC CHARGED ASSETS
Not Applicable
9. DISTRIBUTION
(i) Method of Distribution Non-syndicated
(ii) If syndicated:
(i) Names and addresses of Managers and underwriting commitments:
(ii) Date of [Subscription] Agreement:
(iii) Stabilising Manager(s) if any:
Not Applicable
Not Applicable
Not Applicable
(iii) If non-syndicated, name of Dealer: KBC Bank NV, Havenlaan 2, B-1080 Brussels,
Belgium (iv) Indication of the overall amount of the
underwriting commission and of the placing commission
EUR 1,400
(v) U.S. selling restrictions: TEFRA C
(vi) Non-exempt Offer: Not Applicable
10. TERMS AND CONDITIONS OF THE OFFER
(i) Offer Price: Issue Price
(ii) Conditions to which the offer is subject: Not Applicable
(iii) The time period, including any possible amendments, during which the offer will be open and description of the
Not Applicable
application process:
(iv) Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
Not Applicable
(v) Details of the minimum and/or maximum amount of application:
Not Applicable
(vi) Details of the method and time limits for paying up and delivering the Notes:
Not Applicable
(vii) Manner in and date on which results of the offer are to be made public:
Not Applicable
(viii) Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:
Not Applicable
(ix) Whether tranche(s) have been reserved for certain countries:
Qualified investors (as defined in the Prospectus Directive) in Belgium and Luxembourg only
(x) If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche.
Not Applicable
(xi) Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:
Not Applicable
(xii) Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
Not Applicable
(xiii) Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place:
KBC Bank NV, Havenlaan 2, B-1080 Brussels, Belgium
CONTRACTUAL TERMS
Contractual Terms of the Notes as amended and restated on 15 May 2017
Vespucci Structured Financial Products p.l.c.
(incorporated with limited liability in Ireland with registered number 426220)
Series No. 2007-15 CZK 647,550,000 Floating Rate Secured Senior Notes (the “Notes”) issued pursuant to the
€40,000,000,000 Programme for the issue of Notes arranged by
KBC Bank NV
Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation to such offer.
Neither the Issuer nor any Dealer has authorised, nor do they authorise, 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 AND LISTING
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the schedule to the Supplemental Trust Deed dated 15 May 2017 made between, amongst others, the Issuer and the Trustee (the “Conditions”). This document does not constitute Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive. Final Terms in respect of the Notes were issued on or about the relevant Issue Date. This document sets out the contractual terms of the Notes as amended and restated on 15 May 2017. References in the Conditions to the Final Terms of the Notes shall be deemed to be references to this document.
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risk and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition. Prospective purchasers should conduct their own investigations and, in deciding whether or not to purchase Notes, prospective purchasers should form their own views of the merits of an investment related to the currencies, shares, etc. based upon such investigations and not in reliance upon any information given in this document.
The terms of the Notes are as follows:
1. Issuer:
Vespucci Structured Financial Products p.l.c.
2. (i) Series No: 2007-15
(ii) Tranche Number: 1,2,3,4,5 and 6
(iii) Date on which Notes become fungible
The Notes are consolidated, form a
single series and are interchangeable
for trading purposes with each tranche
of notes of the series referred to at
paragraph 2(i) above that are in issue
on the date of the amendment and
restatement of these contractual terms.
(iv) Status
General Short Series
Senior
(v) Date Board approval for Issuance of Notes obtained:
Not applicable
3. Specified Denomination(s):
CZK 50,000 - See also the Tradeable Amount in Part B of these Final Terms
4. Relevant Currency: CZK
5. Principal Amount of Series: CZK 647,550,000
6. Issue Date: 10 July 2007
7. Issue Price: 100 per cent
8. Net Proceeds:
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
9. (i) Maturity Date:
The Interest Payment Date next following 1 January 2040
(ii) Optional Maturity Date Extension
(iii) Automatic Maturity Date
Extension
Applicable
Not Applicable
10. Form of Notes: Bearer
11. Interest Basis: Floating Rate
12. Interest Commencement Date: 10 July 2007
13. Interest Cessation Date: Maturity Date
14. Redemption Amount: Principal Amount
15. Early Redemption Amount: Principal Amount
16. Call Option: Applicable
17. Put Option: Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
18. Interest Payment Date(s):
10 January and 10 July of each year, subject to the Business Day Convention
19. Fixed Rate Note Provisions Not Applicable
20. Floating Rate Note Provisions Applicable
(i) Primary Source for Floating Rate: Reuters
(ii) Benchmark: Six-Month Pribor
(iii) Reference banks: KBC Bank NV, The Bank of New York Mellon and two other banks selected
by the Calculation Agent at its discretion
(iv) Representative Amount: None Specified
(v) Specified Duration: None Specified
(vi) Relevant Financial Centre: None Specified
(vii) Relevant Time: None Specified
(viii) Margin:
(i) in relation to all Interest Rates
(ii) in relation to specified Interest Accrual Periods
-0.81 per cent per annum
Not Applicable
21. Interest Determination Date: Not Applicable
22. Interest Period Date(s) (if applicable): Interest Payment Dates
23. Minimum Interest Rate (if applicable): Not Applicable
24. Maximum Interest Rate (if applicable): Not Applicable
25. Additional Interest Applicable
26.
27.
Business Day Convention:
Relevant Business Day:
Preceding Business Day Convention
TARGET Business Day
28. Day Count Fraction: Actual/360
29. Zero Coupon Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
30. Redemption at the option of the Issuer: Applicable
(i) Issuer’s Option Period: Until the Maturity Date
(ii) Optional Redemption Date(s):
16th or last day of any month subject to the Business Day Convention
(iii) Redemption in part or in whole: In Whole
31. Redemption at the option of the Noteholders or other Noteholders’ Option:
Applicable
(i) Noteholders’ Option Period:
(ii) Option Available to all Noteholders:
Until the Maturity Date
Applicable
(iii) Optional Redemption Date(s):
Each day during the Noteholders Option Period, subject to the Business Day Convention
GENERAL PROVISIONS APPLICABLE TO THE NOTES
32. Calculation Agent:
Bank of New York Mellon pursuant to the Agency Agreement
33. Exchange of Global Note for Individual Certificates at the request of the holder:
Not Applicable
34. Payment Business Day Centre (Condition 8(h)):
Dublin, Brussels and London
35. Exchange:
(a) Notes to be represented on issue by:
Permanent Global Note
(b) Temporary Global Note exchangeable for Definitive Bearer Notes/Individual Certificates:
Not Applicable
(c) Permanent Global Note exchangeable for Definitive Bearer Notes:
Applicable
LISTING AND ADMISSION TO TRADING APPLICATION
The Final Terms dated on or about the relevant Issue Date comprised the Final Terms required to list and have admitted to trading the issue of Notes described herein pursuant to the €40,000,000,000 Programme for the issue of Notes of the Issuer.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. None of the Trustee, Paying Agents, Administration Agent, Registrar, Transfer Agent, Calculation Agent, the Custodian, Arranger, Dealers or Portfolio Manager accept responsibility for the information contained in this document.
This document is hereby executed by or on behalf of the Issuer.
Vespucci Structured Financial Products p.l.c.
By: .................................................. Authorised Signatory
PART B OTHER INFORMATION
1 LISTING
(i) Listing: Irish Stock Exchange p.l.c.
(ii) Admission to trading:
Application has been made for the Notes to be admitted to trading on the Main Securities Market of the Irish Stock Exchange with effect from the relevant Issue Date.
2. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the offer
See “Use of Proceeds and Expenses” wording in Base Prospectus
(ii) Estimated net proceeds
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
(iii) Estimate of total expenses related to admission to trading:
EUR 600
3. NOTIFICATION
Not Applicable
4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in “Subscription and Sale” in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
5. YIELD (Fixed Rate Notes only)
Not Applicable
6. OPERATIONAL INFORMATION
ISIN Code: XS0309699014
Common Code: 30969901
CUSIP Number: 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
Delivery: Delivery free of payment
Names and addresses of additional Paying Agent(s) (if any):
Not Applicable
7. GENERAL
The aggregate principal amount of Notes issued has been translated into euro at the rate of EUR/[● ] [●], producing a sum of (for Notes not denominated in euro):
Not Applicable
Tradeable Amount: CZK 50,000
8. SPECIFIC CHARGED ASSETS
Not Applicable
9. DISTRIBUTION
(i) Method of Distribution Non-syndicated
(ii) If syndicated:
(i) Names and addresses of Managers and underwriting commitments:
(ii) Date of [Subscription] Agreement:
(iii) Stabilising Manager(s) if any:
Not Applicable
Not Applicable
Not Applicable
(iii) If non-syndicated, name of Dealer: KBC Bank NV, Havenlaan 2, B-1080 Brussels,
Belgium (iv) Indication of the overall amount of the
underwriting commission and of the placing commission
EUR 1,400
(v) U.S. selling restrictions: TEFRA C
(vi) Non-exempt Offer: Not Applicable
10. TERMS AND CONDITIONS OF THE OFFER
(i) Offer Price: Issue Price
(ii) Conditions to which the offer is subject: Not Applicable
(iii) The time period, including any possible amendments, during which the offer will be open and description of the
Not Applicable
application process:
(iv) Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
Not Applicable
(v) Details of the minimum and/or maximum amount of application:
Not Applicable
(vi) Details of the method and time limits for paying up and delivering the Notes:
Not Applicable
(vii) Manner in and date on which results of the offer are to be made public:
Not Applicable
(viii) Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:
Not Applicable
(ix) Whether tranche(s) have been reserved for certain countries:
Qualified investors (as defined in the Prospectus Directive) in Belgium and Luxembourg only
(x) If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche.
Not Applicable
(xi) Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:
Not Applicable
(xii) Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
Not Applicable
(xiii) Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place:
KBC Bank NV, Havenlaan 2, B-1080 Brussels, Belgium
CONTRACTUAL TERMS
Contractual Terms of the Notes as amended and restated on 15 May 2017
Vespucci Structured Financial Products p.l.c.
(incorporated with limited liability in Ireland with registered number 426220)
Series No. 2007-16 PLN 11,365,000 Floating Rate Secured Senior Notes (the “Notes”) issued pursuant to the
€40,000,000,000 Programme for the issue of Notes arranged by
KBC Bank NV
Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation to such offer.
Neither the Issuer nor any Dealer has authorised, nor do they authorise, 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 AND LISTING
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the schedule to the Supplemental Trust Deed dated 15 May 2017 made between, amongst others, the Issuer and the Trustee (the “Conditions”). This document does not constitute Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive. Final Terms in respect of the Notes were issued on or about the relevant Issue Date. This document sets out the contractual terms of the Notes as amended and restated on 15 May 2017. References in the Conditions to the Final Terms of the Notes shall be deemed to be references to this document.
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risk and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition. Prospective purchasers should conduct their own investigations and, in deciding whether or not to purchase Notes, prospective purchasers should form their own views of the merits of an investment related to the currencies, shares, etc. based upon such investigations and not in reliance upon any information given in this document.
The terms of the Notes are as follows:
1. Issuer:
Vespucci Structured Financial Products p.l.c.
2. (i) Series No: 2007-16
(ii) Tranche Number: 1,2,3 and 4
(iii) Date on which Notes become fungible
The Notes are consolidated, form a
single series and are interchangeable
for trading purposes with each tranche
of notes of the series referred to at
paragraph 2(i) above that are in issue
on the date of the amendment and
restatement of these contractual terms.
(iv) Status
General Short Series
Senior
(v) Date Board approval for Issuance of Notes obtained:
Not applicable
3. Specified Denomination(s):
PLN 5,000 - See also the Tradeable Amount in Part B of these Final Terms
4. Relevant Currency: PLN
5. Principal Amount of Series: PLN 11,365,000
6. Issue Date: 10 July 2007
7. Issue Price: 100 per cent
8. Net Proceeds:
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
9. (i) Maturity Date:
The Interest Payment Date next following 1 January 2040
(ii) Optional Maturity Date Extension
(iii) Automatic Maturity Date
Extension
Applicable
Not Applicable
10. Form of Notes: Bearer
11. Interest Basis: Floating Rate
12. Interest Commencement Date: 10 July 2007
13. Interest Cessation Date: Maturity Date
14. Redemption Amount: Principal Amount
15. Early Redemption Amount: Principal Amount
16. Call Option: Applicable
17. Put Option: Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
18. Interest Payment Date(s):
10 January and 10 July of each year, subject to the Business Day Convention
19. Fixed Rate Note Provisions Not Applicable
20. Floating Rate Note Provisions Applicable
(i) Primary Source for Floating Rate: Reuters
(ii) Benchmark: Six-month Wibor
(iii) Reference banks: KBC Bank NV, The Bank of New York Mellon and two other banks selected
by the Calculation Agent at its discretion
(iv) Representative Amount: None Specified
(v) Specified Duration: None Specified
(vi) Relevant Financial Centre: None Specified
(vii) Relevant Time: None Specified
(viii) Margin:
(i) in relation to all Interest Rates
(ii) in relation to specified Interest Accrual Periods
-0.32 per cent per annum
Not Applicable
21. Interest Determination Date: Not Applicable
22. Interest Period Date(s) (if applicable): Interest Payment Dates
23. Minimum Interest Rate (if applicable): Not Applicable
24. Maximum Interest Rate (if applicable): Not Applicable
25. Additional Interest Applicable
26.
27.
Business Day Convention:
Relevant Business Day:
Preceding Business Day Convention
TARGET Business Day
28. Day Count Fraction: Actual/360
29. Zero Coupon Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
30. Redemption at the option of the Issuer: Applicable
(i) Issuer’s Option Period: Until the Maturity Date
(ii) Optional Redemption Date(s):
16th or last day of any month subject to the Business Day Convention
(iii) Redemption in part or in whole: In Whole
31. Redemption at the option of the Noteholders or other Noteholders’ Option:
Applicable
(i) Noteholders’ Option Period:
(ii) Option Available to all Noteholders:
Until the Maturity Date
Applicable
(iii) Optional Redemption Date(s):
Each day during the Noteholders Option Period, subject to the Business Day Convention
GENERAL PROVISIONS APPLICABLE TO THE NOTES
32. Calculation Agent:
Bank of New York Mellon pursuant to the Agency Agreement
33. Exchange of Global Note for Individual Certificates at the request of the holder:
Not Applicable
34. Payment Business Day Centre (Condition 8(h)):
Dublin, Brussels and London
35. Exchange:
(a) Notes to be represented on issue by:
Permanent Global Note
(b) Temporary Global Note exchangeable for Definitive Bearer Notes/Individual Certificates:
Not Applicable
(c) Permanent Global Note exchangeable for Definitive Bearer Notes:
Applicable
LISTING AND ADMISSION TO TRADING APPLICATION
The Final Terms dated on or about the relevant Issue Date comprised the Final Terms required to list and have admitted to trading the issue of Notes described herein pursuant to the €40,000,000,000 Programme for the issue of Notes of the Issuer.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. None of the Trustee, Paying Agents, Administration Agent, Registrar, Transfer Agent, Calculation Agent, the Custodian, Arranger, Dealers or Portfolio Manager accept responsibility for the information contained in this document.
This document is hereby executed by or on behalf of the Issuer.
Vespucci Structured Financial Products p.l.c.
By: .................................................. Authorised Signatory
PART B OTHER INFORMATION
1 LISTING
(i) Listing: Irish Stock Exchange p.l.c.
(ii) Admission to trading:
Application has been made for the Notes to be admitted to trading on the Main Securities Market of the Irish Stock Exchange with effect from the relevant Issue Date.
2. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the offer
See “Use of Proceeds and Expenses” wording in Base Prospectus
(ii) Estimated net proceeds
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
(iii) Estimate of total expenses related to admission to trading:
EUR 600
3. NOTIFICATION
Not Applicable
4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in “Subscription and Sale” in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
5. YIELD (Fixed Rate Notes only)
Not Applicable
6. OPERATIONAL INFORMATION
ISIN Code: XS0309701109
Common Code: 30970110
CUSIP Number: 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
Delivery: Delivery free of payment
Names and addresses of additional Paying Agent(s) (if any):
Not Applicable
7. GENERAL
The aggregate principal amount of Notes issued has been translated into euro at the rate of EUR/[● ] [●], producing a sum of (for Notes not denominated in euro):
Not Applicable
Tradeable Amount: PLN 5,000
8. SPECIFIC CHARGED ASSETS
Not Applicable
9. DISTRIBUTION
(i) Method of Distribution Non-syndicated
(ii) If syndicated:
(i) Names and addresses of Managers and underwriting commitments:
(ii) Date of [Subscription] Agreement:
(iii) Stabilising Manager(s) if any:
Not Applicable
Not Applicable
Not Applicable
(iii) If non-syndicated, name of Dealer: KBC Bank NV, Havenlaan 2, B-1080 Brussels,
Belgium (iv) Indication of the overall amount of the
underwriting commission and of the placing commission
EUR 1,400
(v) U.S. selling restrictions: TEFRA C
(vi) Non-exempt Offer: Not Applicable
10. TERMS AND CONDITIONS OF THE OFFER
(i) Offer Price: Issue Price
(ii) Conditions to which the offer is subject: Not Applicable
(iii) The time period, including any possible amendments, during which the offer will be open and description of the
Not Applicable
application process:
(iv) Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
Not Applicable
(v) Details of the minimum and/or maximum amount of application:
Not Applicable
(vi) Details of the method and time limits for paying up and delivering the Notes:
Not Applicable
(vii) Manner in and date on which results of the offer are to be made public:
Not Applicable
(viii) Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:
Not Applicable
(ix) Whether tranche(s) have been reserved for certain countries:
Qualified investors (as defined in the Prospectus Directive) in Belgium and Luxembourg only
(x) If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche.
Not Applicable
(xi) Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:
Not Applicable
(xii) Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
Not Applicable
(xiii) Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place:
KBC Bank NV, Havenlaan 2, B-1080 Brussels, Belgium
CONTRACTUAL TERMS
Contractual Terms of the Notes as amended and restated on 15 May 2017
Vespucci Structured Financial Products p.l.c.
(incorporated with limited liability in Ireland with registered number 426220)
Series No. 2007-19 USD 35,000,000 Floating Rate Secured Senior Notes (the “Notes”) issued pursuant to the
€40,000,000,000 Programme for the issue of Notes arranged by
KBC Bank NV
Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation to such offer.
Neither the Issuer nor any Dealer has authorised, nor do they authorise, 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 AND LISTING
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the schedule to the Supplemental Trust Deed dated 15 May 2017 made between, amongst others, the Issuer and the Trustee (the “Conditions”). This document does not constitute Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive. Final Terms in respect of the Notes were issued on or about the relevant Issue Date. This document sets out the contractual terms of the Notes as amended and restated on 15 May 2017. References in the Conditions to the Final Terms of the Notes shall be deemed to be references to this document.
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risk and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition. Prospective purchasers should conduct their own investigations and, in deciding whether or not to purchase Notes, prospective purchasers should form their own views of the merits of an investment related to the currencies, shares, etc. based upon such investigations and not in reliance upon any information given in this document.
The terms of the Notes are as follows:
1. Issuer:
Vespucci Structured Financial Products p.l.c.
2. (i) Series No: 2007-19
(ii) Tranche Number: 1, 2 and 3
(iii) Date on which Notes become fungible
The Notes are consolidated, form a
single series and are interchangeable
for trading purposes with each tranche
of notes of the series referred to at
paragraph 2(i) above that are in issue
on the date of the amendment and
restatement of these contractual terms.
(iv) Status
General Short Series
Senior
(v) Date Board approval for Issuance of Notes obtained:
Not applicable
3. Specified Denomination(s):
USD 2,000 - See also the Tradeable Amount in Part B of these Final Terms
4. Relevant Currency: USD
5. Principal Amount of Series: USD 35,000,000
6. Issue Date: 21 September 2007
7. Issue Price: 100 per cent
8. Net Proceeds:
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
9. (i) Maturity Date:
The Interest Payment Date next following 1 January 2040
(ii) Optional Maturity Date Extension
(iii) Automatic Maturity Date
Extension
Applicable
Not Applicable
10. Form of Notes: Bearer
11. Interest Basis: Floating Rate
12. Interest Commencement Date: 23 September 2015
13. Interest Cessation Date: Maturity Date
14. Redemption Amount: Principal Amount
15. Early Redemption Amount: Principal Amount
16. Call Option: Applicable
17. Put Option: Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
18. Interest Payment Date(s):
23 March and 23 September of each year, subject to the Business Day Convention
19. Fixed Rate Note Provisions Not Applicable
20. Floating Rate Note Provisions Applicable
(i) Primary Source for Floating Rate: Reuters
(ii) Benchmark: Six-month Libor
(iii) Reference banks: KBC Bank NV, The Bank of New York Mellon and two other banks selected
by the Calculation Agent at its discretion
(iv) Representative Amount: None Specified
(v) Specified Duration: None Specified
(vi) Relevant Financial Centre: None Specified
(vii) Relevant Time: None Specified
(viii) Margin:
(i) in relation to all Interest Rates
(ii) in relation to specified Interest Accrual Periods
0.23 per cent per annum
Not Applicable
21. Interest Determination Date: Not Applicable
22. Interest Period Date(s) (if applicable): Interest Payment Dates
23. Minimum Interest Rate (if applicable): Not Applicable
24. Maximum Interest Rate (if applicable): Not Applicable
25. Additional Interest Applicable
26.
27.
Business Day Convention:
Relevant Business Day:
Preceding Business Day Convention
TARGET Business Day
28. Day Count Fraction: Actual/360
29. Zero Coupon Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
30. Redemption at the option of the Issuer: Applicable
(i) Issuer’s Option Period: Until the Maturity Date
(ii) Optional Redemption Date(s):
16th or last day of any month subject to the Business Day Convention
(iii) Redemption in part or in whole: In Whole
31. Redemption at the option of the Noteholders or other Noteholders’ Option:
Applicable
(i) Noteholders’ Option Period:
(ii) Option Available to all Noteholders:
Until the Maturity Date
Applicable
(iii) Optional Redemption Date(s):
Each day during the Noteholders Option Period, subject to the Business Day Convention
GENERAL PROVISIONS APPLICABLE TO THE NOTES
32. Calculation Agent:
Bank of New York Mellon pursuant to the Agency Agreement
33. Exchange of Global Note for Individual Certificates at the request of the holder:
Not Applicable
34. Payment Business Day Centre (Condition 8(h)):
Dublin, Brussels and London
35. Exchange:
(a) Notes to be represented on issue by:
Permanent Global Note
(b) Temporary Global Note exchangeable for Definitive Bearer Notes/Individual Certificates:
Not Applicable
(c) Permanent Global Note exchangeable for Definitive Bearer Notes:
Applicable
LISTING AND ADMISSION TO TRADING APPLICATION
The Final Terms dated on or about the relevant Issue Date comprised the Final Terms required to list and have admitted to trading the issue of Notes described herein pursuant to the €40,000,000,000 Programme for the issue of Notes of the Issuer.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. None of the Trustee, Paying Agents, Administration Agent, Registrar, Transfer Agent, Calculation Agent, the Custodian, Arranger, Dealers or Portfolio Manager accept responsibility for the information contained in this document.
This document is hereby executed by or on behalf of the Issuer.
Vespucci Structured Financial Products p.l.c.
By: .................................................. Authorised Signatory
PART B OTHER INFORMATION
1 LISTING
(i) Listing: Irish Stock Exchange p.l.c.
(ii) Admission to trading:
Application has been made for the Notes to be admitted to trading on the Main Securities Market of the Irish Stock Exchange with effect from the relevant Issue Date.
2. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the offer
See “Use of Proceeds and Expenses” wording in Base Prospectus
(ii) Estimated net proceeds
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
(iii) Estimate of total expenses related to admission to trading:
EUR 600
3. NOTIFICATION
Not Applicable
4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in “Subscription and Sale” in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
5. YIELD (Fixed Rate Notes only)
Not Applicable
6. OPERATIONAL INFORMATION
ISIN Code: XS0321803883
Common Code: 32180388
CUSIP Number: 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
Delivery: Delivery free of payment
Names and addresses of additional Paying Agent(s) (if any):
Not Applicable
7. GENERAL
The aggregate principal amount of Notes issued has been translated into euro at the rate of EUR/[● ] [●], producing a sum of (for Notes not denominated in euro):
Not Applicable
Tradeable Amount: USD 2,000
8. SPECIFIC CHARGED ASSETS
Not Applicable
9. DISTRIBUTION
(i) Method of Distribution Non-syndicated
(ii) If syndicated:
(i) Names and addresses of Managers and underwriting commitments:
(ii) Date of [Subscription] Agreement:
(iii) Stabilising Manager(s) if any:
Not Applicable
Not Applicable
Not Applicable
(iii) If non-syndicated, name of Dealer: KBC Bank NV, Havenlaan 2, B-1080 Brussels,
Belgium (iv) Indication of the overall amount of the
underwriting commission and of the placing commission
EUR 1,400
(v) U.S. selling restrictions: TEFRA C
(vi) Non-exempt Offer: Not Applicable
10. TERMS AND CONDITIONS OF THE OFFER
(i) Offer Price: Issue Price
(ii) Conditions to which the offer is subject: Not Applicable
(iii) The time period, including any possible amendments, during which the offer will be open and description of the
Not Applicable
application process:
(iv) Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
Not Applicable
(v) Details of the minimum and/or maximum amount of application:
Not Applicable
(vi) Details of the method and time limits for paying up and delivering the Notes:
Not Applicable
(vii) Manner in and date on which results of the offer are to be made public:
Not Applicable
(viii) Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:
Not Applicable
(ix) Whether tranche(s) have been reserved for certain countries:
Qualified investors (as defined in the Prospectus Directive) in Belgium and Luxembourg only
(x) If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche.
Not Applicable
(xi) Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:
Not Applicable
(xii) Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
Not Applicable
(xiii) Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place:
KBC Bank NV, Havenlaan 2, B-1080 Brussels, Belgium
CONTRACTUAL TERMS
Contractual Terms of the Notes as amended and restated on 15 May 2017
Vespucci Structured Financial Products p.l.c.
(incorporated with limited liability in Ireland with registered number 426220)
Series No. 2008-20 EUR 5,517,000 Floating Rate Secured Senior Notes (the “Notes”) issued pursuant to the
€40,000,000,000 Programme for the issue of Notes arranged by
KBC Bank NV
Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation to such offer.
Neither the Issuer nor any Dealer has authorised, nor do they authorise, 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 AND LISTING
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the schedule to the Supplemental Trust Deed dated 15 May 2017 made between, amongst others, the Issuer and the Trustee (the “Conditions”). This document does not constitute Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive. Final Terms in respect of the Notes were issued on or about the relevant Issue Date. This document sets out the contractual terms of the Notes as amended and restated on 15 May 2017. References in the Conditions to the Final Terms of the Notes shall be deemed to be references to this document.
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risk and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition. Prospective purchasers should conduct their own investigations and, in deciding whether or not to purchase Notes, prospective purchasers should form their own views of the merits of an investment related to the currencies, shares, etc. based upon such investigations and not in reliance upon any information given in this document.
The terms of the Notes are as follows:
1. Issuer:
Vespucci Structured Financial Products p.l.c.
2. (i) Series No: 2008-20
(ii) Tranche Number: 1
(iii) Date on which Notes become fungible
The Notes are consolidated, form a
single series and are interchangeable
for trading purposes with each tranche
of notes of the series referred to at
paragraph 2(i) above that are in issue
on the date of the amendment and
restatement of these contractual terms.
(iv) Status
General Short Series
Senior
(v) Date Board approval for Issuance of Notes obtained:
Not applicable
3. Specified Denomination(s):
EUR 1,000 - See also the Tradeable Amount in Part B of these Final Terms
4. Relevant Currency: EUR
5. Principal Amount of Series: EUR 5,517,000
6. Issue Date: 8 August 2008
7. Issue Price: 100 per cent
8. Net Proceeds:
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
9. (i) Maturity Date:
The Interest Payment Date next following 1 January 2040
(ii) Optional Maturity Date Extension
(iii) Automatic Maturity Date
Extension
Applicable
Not Applicable
10. Form of Notes: Bearer
11. Interest Basis: Floating Rate
12. Interest Commencement Date: 08 August 2008
13. Interest Cessation Date: Maturity Date
14. Redemption Amount: Principal Amount
15. Early Redemption Amount: Principal Amount
16. Call Option: Applicable
17. Put Option: Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
18. Interest Payment Date(s):
10 February and 10 August of each year, subject to the Business Day Convention
19. Fixed Rate Note Provisions Not Applicable
20. Floating Rate Note Provisions Applicable
(i) Primary Source for Floating Rate: Reuters
(ii) Benchmark: Six-month Euribor
(iii) Reference banks: KBC Bank NV, The Bank of New York Mellon and two other banks selected
by the Calculation Agent at its discretion
(iv) Representative Amount: None Specified
(v) Specified Duration: None Specified
(vi) Relevant Financial Centre: None Specified
(vii) Relevant Time: None Specified
(viii) Margin:
(i) in relation to all Interest Rates
(ii) in relation to specified Interest Accrual Periods
-0.07 per cent per annum
Not Applicable
21. Interest Determination Date: Not Applicable
22. Interest Period Date(s) (if applicable): Interest Payment Dates
23. Minimum Interest Rate (if applicable): Not Applicable
24. Maximum Interest Rate (if applicable): Not Applicable
25. Additional Interest Applicable
26.
27.
Business Day Convention:
Relevant Business Day:
Preceding Business Day Convention
TARGET Business Day
28. Day Count Fraction: Actual/360
29. Zero Coupon Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
30. Redemption at the option of the Issuer: Applicable
(i) Issuer’s Option Period: Until the Maturity Date
(ii) Optional Redemption Date(s):
16th or last day of any month subject to the Business Day Convention
(iii) Redemption in part or in whole: In Whole
31. Redemption at the option of the Noteholders or other Noteholders’ Option:
Applicable
(i) Noteholders’ Option Period:
(ii) Option Available to all Noteholders:
Until the Maturity Date
Applicable
(iii) Optional Redemption Date(s):
Each day during the Noteholders Option Period, subject to the Business Day Convention
GENERAL PROVISIONS APPLICABLE TO THE NOTES
32. Calculation Agent:
Bank of New York Mellon pursuant to the Agency Agreement
33. Exchange of Global Note for Individual Certificates at the request of the holder:
Not Applicable
34. Payment Business Day Centre (Condition 8(h)):
Dublin, Brussels and London
35. Exchange:
(a) Notes to be represented on issue by:
Permanent Global Note
(b) Temporary Global Note exchangeable for Definitive Bearer Notes/Individual Certificates:
Not Applicable
(c) Permanent Global Note exchangeable for Definitive Bearer Notes:
Applicable
LISTING AND ADMISSION TO TRADING APPLICATION
The Final Terms dated on or about the relevant Issue Date comprised the Final Terms required to list and have admitted to trading the issue of Notes described herein pursuant to the €40,000,000,000 Programme for the issue of Notes of the Issuer.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. None of the Trustee, Paying Agents, Administration Agent, Registrar, Transfer Agent, Calculation Agent, the Custodian, Arranger, Dealers or Portfolio Manager accept responsibility for the information contained in this document.
This document is hereby executed by or on behalf of the Issuer.
Vespucci Structured Financial Products p.l.c.
By: .................................................. Authorised Signatory
PART B OTHER INFORMATION
1 LISTING
(i) Listing: Irish Stock Exchange p.l.c.
(ii) Admission to trading:
Application has been made for the Notes to be admitted to trading on the Main Securities Market of the Irish Stock Exchange with effect from the relevant Issue Date.
2. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the offer
See “Use of Proceeds and Expenses” wording in Base Prospectus
(ii) Estimated net proceeds
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
(iii) Estimate of total expenses related to admission to trading:
EUR 600
3. NOTIFICATION
Not Applicable
4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in “Subscription and Sale” in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
5. YIELD (Fixed Rate Notes only)
Not Applicable
6. OPERATIONAL INFORMATION
ISIN Code: XS0381586949
Common Code: 38158694
CUSIP Number: 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
Delivery: Delivery free of payment
Names and addresses of additional Paying Agent(s) (if any):
Not Applicable
7. GENERAL
The aggregate principal amount of Notes issued has been translated into euro at the rate of EUR/[● ] [●], producing a sum of (for Notes not denominated in euro):
Not Applicable
Tradeable Amount: EUR 1,000
8. SPECIFIC CHARGED ASSETS
Not Applicable
9. DISTRIBUTION
(i) Method of Distribution Non-syndicated
(ii) If syndicated:
(i) Names and addresses of Managers and underwriting commitments:
(ii) Date of [Subscription] Agreement:
(iii) Stabilising Manager(s) if any:
Not Applicable
Not Applicable
Not Applicable
(iii) If non-syndicated, name of Dealer: KBC Bank NV, Havenlaan 2, B-1080 Brussels,
Belgium (iv) Indication of the overall amount of the
underwriting commission and of the placing commission
EUR 1,400
(v) U.S. selling restrictions: TEFRA C
(vi) Non-exempt Offer: Not Applicable
10. TERMS AND CONDITIONS OF THE OFFER
(i) Offer Price: Issue Price
(ii) Conditions to which the offer is subject: Not Applicable
(iii) The time period, including any possible amendments, during which the offer will be open and description of the
Not Applicable
application process:
(iv) Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
Not Applicable
(v) Details of the minimum and/or maximum amount of application:
Not Applicable
(vi) Details of the method and time limits for paying up and delivering the Notes:
Not Applicable
(vii) Manner in and date on which results of the offer are to be made public:
Not Applicable
(viii) Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:
Not Applicable
(ix) Whether tranche(s) have been reserved for certain countries:
Qualified investors (as defined in the Prospectus Directive) in Belgium and Luxembourg only
(x) If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche.
Not Applicable
(xi) Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:
Not Applicable
(xii) Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
Not Applicable
(xiii) Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place:
KBC Bank NV, Havenlaan 2, B-1080 Brussels, Belgium
CONTRACTUAL TERMS
Contractual Terms of the Notes as amended and restated on 15 May 2017
Vespucci Structured Financial Products p.l.c.
(incorporated with limited liability in Ireland with registered number 426220)
Series No. 2012-21 EUR 20,000,000 Floating Rate Secured Senior Notes (the “Notes”) issued pursuant to the
€40,000,000,000 Programme for the issue of Notes arranged by
KBC Bank NV
Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation to such offer.
Neither the Issuer nor any Dealer has authorised, nor do they authorise, 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 AND LISTING
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the schedule to the Supplemental Trust Deed dated 15 May 2017 made between, amongst others, the Issuer and the Trustee (the “Conditions”). This document does not constitute Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive. Final Terms in respect of the Notes were issued on or about the relevant Issue Date. This document sets out the contractual terms of the Notes as amended and restated on 15 May 2017. References in the Conditions to the Final Terms of the Notes shall be deemed to be references to this document.
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risk and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition. Prospective purchasers should conduct their own investigations and, in deciding whether or not to purchase Notes, prospective purchasers should form their own views of the merits of an investment related to the currencies, shares, etc. based upon such investigations and not in reliance upon any information given in this document.
The terms of the Notes are as follows:
1. Issuer:
Vespucci Structured Financial Products p.l.c.
2. (i) Series No: 2012-21
(ii) Tranche Number: 1,2 and 3
(iii) Date on which Notes become fungible
The Notes are consolidated, form a
single series and are interchangeable
for trading purposes with each tranche
of notes of the series referred to at
paragraph 2(i) above that are in issue
on the date of the amendment and
restatement of these contractual terms.
(iv) Status
General Long Series
Senior
(v) Date Board approval for Issuance of Notes obtained:
Not applicable
3. Specified Denomination(s):
EUR 1,000 - See also the Tradeable Amount in Part B of these Final Terms
4. Relevant Currency: EUR
5. Principal Amount of Series: EUR 20,000,000
6. Issue Date: 1 June 2012
7. Issue Price: 100 per cent
8. Net Proceeds:
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
9. (i) Maturity Date:
The Interest Payment Date next following 1 January 2040
(ii) Optional Maturity Date Extension
(iii) Automatic Maturity Date
Extension
Applicable
Not Applicable
10. Form of Notes: Bearer
11. Interest Basis: Floating Rate
12. Interest Commencement Date: 10 January 2013
13. Interest Cessation Date: Maturity Date
14. Redemption Amount: Principal Amount
15. Early Redemption Amount: Principal Amount
16. Call Option: Applicable
17. Put Option: Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
18. Interest Payment Date(s):
10 January and 10 July of each year, subject to the Business Day Convention
19. Fixed Rate Note Provisions Not Applicable
20. Floating Rate Note Provisions Applicable
(i) Primary Source for Floating Rate: Reuters
(ii) Benchmark: Six-month Euribor
(iii) Reference banks: KBC Bank NV, The Bank of New York Mellon and two other banks selected
by the Calculation Agent at its discretion
(iv) Representative Amount: None Specified
(v) Specified Duration: None Specified
(vi) Relevant Financial Centre: None Specified
(vii) Relevant Time: None Specified
(viii) Margin:
(i) in relation to all Interest Rates
(ii) in relation to specified Interest Accrual Periods
0.15 per cent per annum
Not Applicable
21. Interest Determination Date: Not Applicable
22. Interest Period Date(s) (if applicable): Interest Payment Dates
23. Minimum Interest Rate (if applicable): Not Applicable
24. Maximum Interest Rate (if applicable): Not Applicable
25. Additional Interest Applicable
26.
27.
Business Day Convention:
Relevant Business Day:
Preceding Business Day Convention
TARGET Business Day
28. Day Count Fraction: Actual/360
29. Zero Coupon Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
30. Redemption at the option of the Issuer: Applicable
(i) Issuer’s Option Period: Until the Maturity Date
(ii) Optional Redemption Date(s):
16th or last day of any month subject to the Business Day Convention
(iii) Redemption in part or in whole: In Whole
31. Redemption at the option of the Noteholders or other Noteholders’ Option:
Applicable
(i) Noteholders’ Option Period:
(ii) Option Available to all Noteholders:
Until the Maturity Date
Applicable
(iii) Optional Redemption Date(s):
Each day during the Noteholders Option Period, subject to the Business Day Convention
GENERAL PROVISIONS APPLICABLE TO THE NOTES
32. Calculation Agent:
Bank of New York Mellon pursuant to the Agency Agreement
33. Exchange of Global Note for Individual Certificates at the request of the holder:
Not Applicable
34. Payment Business Day Centre (Condition 8(h)):
Dublin, Brussels and London
35. Exchange:
(a) Notes to be represented on issue by:
Permanent Global Note
(b) Temporary Global Note exchangeable for Definitive Bearer Notes/Individual Certificates:
Not Applicable
(c) Permanent Global Note exchangeable for Definitive Bearer Notes:
Applicable
LISTING AND ADMISSION TO TRADING APPLICATION
The Final Terms dated on or about the relevant Issue Date comprised the Final Terms required to list and have admitted to trading the issue of Notes described herein pursuant to the €40,000,000,000 Programme for the issue of Notes of the Issuer.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. None of the Trustee, Paying Agents, Administration Agent, Registrar, Transfer Agent, Calculation Agent, the Custodian, Arranger, Dealers or Portfolio Manager accept responsibility for the information contained in this document.
This document is hereby executed by or on behalf of the Issuer.
Vespucci Structured Financial Products p.l.c.
By: .................................................. Authorised Signatory
PART B OTHER INFORMATION
1 LISTING
(i) Listing: Irish Stock Exchange p.l.c.
(ii) Admission to trading:
Application has been made for the Notes to be admitted to trading on the Main Securities Market of the Irish Stock Exchange with effect from the relevant Issue Date.
2. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the offer
See “Use of Proceeds and Expenses” wording in Base Prospectus
(ii) Estimated net proceeds
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
(iii) Estimate of total expenses related to admission to trading:
EUR 600
3. NOTIFICATION
Not Applicable
4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in “Subscription and Sale” in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
5. YIELD (Fixed Rate Notes only)
Not Applicable
6. OPERATIONAL INFORMATION
ISIN Code: XS0772031414
Common Code: 77203141
CUSIP Number: 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
Delivery: Delivery free of payment
Names and addresses of additional Paying Agent(s) (if any):
Not Applicable
7. GENERAL
The aggregate principal amount of Notes issued has been translated into euro at the rate of EUR/[● ] [●], producing a sum of (for Notes not denominated in euro):
Not Applicable
Tradeable Amount: EUR 1,000
8. SPECIFIC CHARGED ASSETS
Not Applicable
9. DISTRIBUTION
(i) Method of Distribution Non-syndicated
(ii) If syndicated:
(i) Names and addresses of Managers and underwriting commitments:
(ii) Date of [Subscription] Agreement:
(iii) Stabilising Manager(s) if any:
Not Applicable
Not Applicable
Not Applicable
(iii) If non-syndicated, name of Dealer: KBC Bank NV, Havenlaan 2, B-1080 Brussels,
Belgium (iv) Indication of the overall amount of the
underwriting commission and of the placing commission
EUR 600
(v) U.S. selling restrictions: TEFRA C
(vi) Non-exempt Offer: Not Applicable
10. TERMS AND CONDITIONS OF THE OFFER
(i) Offer Price: Issue Price
(ii) Conditions to which the offer is subject: Not Applicable
(iii) The time period, including any possible amendments, during which the offer will be open and description of the
Not Applicable
application process:
(iv) Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
Not Applicable
(v) Details of the minimum and/or maximum amount of application:
Not Applicable
(vi) Details of the method and time limits for paying up and delivering the Notes:
Not Applicable
(vii) Manner in and date on which results of the offer are to be made public:
Not Applicable
(viii) Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:
Not Applicable
(ix) Whether tranche(s) have been reserved for certain countries:
Qualified investors (as defined in the Prospectus Directive) in Belgium and Luxembourg only
(x) If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche.
Not Applicable
(xi) Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:
Not Applicable
(xii) Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
Not Applicable
(xiii) Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place:
KBC Bank NV, Havenlaan 2, B-1080 Brussels, Belgium
CONTRACTUAL TERMS
Contractual Terms of the Notes as amended and restated on 15 May 2017
Vespucci Structured Financial Products p.l.c.
(incorporated with limited liability in Ireland with registered number 426220)
Series No. 2012-22 EUR 30,000,000 Floating Rate Secured Senior Notes (the “Notes”) issued pursuant to the
€40,000,000,000 Programme for the issue of Notes arranged by
KBC Bank NV
Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation to such offer.
Neither the Issuer nor any Dealer has authorised, nor do they authorise, 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 AND LISTING
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the schedule to the Supplemental Trust Deed dated 15 May 2017 made between, amongst others, the Issuer and the Trustee (the “Conditions”). This document does not constitute Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive. Final Terms in respect of the Notes were issued on or about the relevant Issue Date. This document sets out the contractual terms of the Notes as amended and restated on 15 May 2017. References in the Conditions to the Final Terms of the Notes shall be deemed to be references to this document.
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risk and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition. Prospective purchasers should conduct their own investigations and, in deciding whether or not to purchase Notes, prospective purchasers should form their own views of the merits of an investment related to the currencies, shares, etc. based upon such investigations and not in reliance upon any information given in this document.
The terms of the Notes are as follows:
1. Issuer:
Vespucci Structured Financial Products p.l.c.
2. (i) Series No: 2012-22
(ii) Tranche Number: 1,2 and 3
(iii) Date on which Notes become fungible
The Notes are consolidated, form a
single series and are interchangeable
for trading purposes with each tranche
of notes of the series referred to at
paragraph 2(i) above that are in issue
on the date of the amendment and
restatement of these contractual terms.
(iv) Status
General Long Series
Senior
(v) Date Board approval for Issuance of Notes obtained:
Not applicable
3. Specified Denomination(s):
EUR 1,000 - See also the Tradeable Amount in Part B of these Final Terms
4. Relevant Currency: EUR
5. Principal Amount of Series: EUR 30,000,000
6. Issue Date: 1 June 2012
7. Issue Price: 100 per cent
8. Net Proceeds:
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
9. (i) Maturity Date:
The Interest Payment Date next following 1 January 2040
(ii) Optional Maturity Date Extension
(iii) Automatic Maturity Date
Extension
Applicable
Not Applicable
10. Form of Notes: Bearer
11. Interest Basis: Floating Rate
12. Interest Commencement Date: 21 September 2012
13. Interest Cessation Date: Maturity Date
14. Redemption Amount: Principal Amount
15. Early Redemption Amount: Principal Amount
16. Call Option: Applicable
17. Put Option: Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
18. Interest Payment Date(s):
23 March and 23 September of each year, subject to the Business Day Convention
19. Fixed Rate Note Provisions Not Applicable
20. Floating Rate Note Provisions Applicable
(i) Primary Source for Floating Rate: Reuters
(ii) Benchmark: Six-month Euribor
(iii) Reference banks: KBC Bank NV, The Bank of New York Mellon and two other banks selected
by the Calculation Agent at its discretion
(iv) Representative Amount: None Specified
(v) Specified Duration: None Specified
(vi) Relevant Financial Centre: None Specified
(vii) Relevant Time: None Specified
(viii) Margin:
(i) in relation to all Interest Rates
(ii) in relation to specified Interest Accrual Periods
0.15 per cent per annum
Not Applicable
21. Interest Determination Date: Not Applicable
22. Interest Period Date(s) (if applicable): Interest Payment Dates
23. Minimum Interest Rate (if applicable): Not Applicable
24. Maximum Interest Rate (if applicable): Not Applicable
25. Additional Interest Applicable
26.
27.
Business Day Convention:
Relevant Business Day:
Preceding Business Day Convention
TARGET Business Day
28. Day Count Fraction: Actual/360
29. Zero Coupon Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
30. Redemption at the option of the Issuer: Applicable
(i) Issuer’s Option Period: Until the Maturity Date
(ii) Optional Redemption Date(s):
16th or last day of any month subject to the Business Day Convention
(iii) Redemption in part or in whole: In Whole
31. Redemption at the option of the Noteholders or other Noteholders’ Option:
Applicable
(i) Noteholders’ Option Period:
(ii) Option Available to all Noteholders:
Until the Maturity Date
Applicable
(iii) Optional Redemption Date(s):
Each day during the Noteholders Option Period, subject to the Business Day Convention
GENERAL PROVISIONS APPLICABLE TO THE NOTES
32. Calculation Agent:
Bank of New York Mellon pursuant to the Agency Agreement
33. Exchange of Global Note for Individual Certificates at the request of the holder:
Not Applicable
34. Payment Business Day Centre (Condition 8(h)):
Dublin, Brussels and London
35. Exchange:
(a) Notes to be represented on issue by:
Permanent Global Note
(b) Temporary Global Note exchangeable for Definitive Bearer Notes/Individual Certificates:
Not Applicable
(c) Permanent Global Note exchangeable for Definitive Bearer Notes:
Applicable
LISTING AND ADMISSION TO TRADING APPLICATION
The Final Terms dated on or about the relevant Issue Date comprised the Final Terms required to list and have admitted to trading the issue of Notes described herein pursuant to the €40,000,000,000 Programme for the issue of Notes of the Issuer.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. None of the Trustee, Paying Agents, Administration Agent, Registrar, Transfer Agent, Calculation Agent, the Custodian, Arranger, Dealers or Portfolio Manager accept responsibility for the information contained in this document.
This document is hereby executed by or on behalf of the Issuer.
Vespucci Structured Financial Products p.l.c.
By: .................................................. Authorised Signatory
PART B OTHER INFORMATION
1 LISTING
(i) Listing: Irish Stock Exchange p.l.c.
(ii) Admission to trading:
Application has been made for the Notes to be admitted to trading on the Main Securities Market of the Irish Stock Exchange with effect from the relevant Issue Date.
2. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the offer
See “Use of Proceeds and Expenses” wording in Base Prospectus
(ii) Estimated net proceeds
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
(iii) Estimate of total expenses related to admission to trading:
EUR 600
3. NOTIFICATION
Not Applicable
4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in “Subscription and Sale” in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
5. YIELD (Fixed Rate Notes only)
Not Applicable
6. OPERATIONAL INFORMATION
ISIN Code: XS0772029780
Common Code: 77202978
CUSIP Number: 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
Delivery: Delivery free of payment
Names and addresses of additional Paying Agent(s) (if any):
Not Applicable
7. GENERAL
The aggregate principal amount of Notes issued has been translated into euro at the rate of EUR/[● ] [●], producing a sum of (for Notes not denominated in euro):
Not Applicable
Tradeable Amount: EUR 1,000
8. SPECIFIC CHARGED ASSETS
Not Applicable
9. DISTRIBUTION
(i) Method of Distribution Non-syndicated
(ii) If syndicated:
(i) Names and addresses of Managers and underwriting commitments:
(ii) Date of [Subscription] Agreement:
(iii) Stabilising Manager(s) if any:
Not Applicable
Not Applicable
Not Applicable
(iii) If non-syndicated, name of Dealer: KBC Bank NV, Havenlaan 2, B-1080 Brussels,
Belgium (iv) Indication of the overall amount of the
underwriting commission and of the placing commission
EUR 600
(v) U.S. selling restrictions: TEFRA C
(vi) Non-exempt Offer: Not Applicable
10. TERMS AND CONDITIONS OF THE OFFER
(i) Offer Price: Issue Price
(ii) Conditions to which the offer is subject: Not Applicable
(iii) The time period, including any possible amendments, during which the offer will be open and description of the
Not Applicable
application process:
(iv) Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
Not Applicable
(v) Details of the minimum and/or maximum amount of application:
Not Applicable
(vi) Details of the method and time limits for paying up and delivering the Notes:
Not Applicable
(vii) Manner in and date on which results of the offer are to be made public:
Not Applicable
(viii) Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:
Not Applicable
(ix) Whether tranche(s) have been reserved for certain countries:
Qualified investors (as defined in the Prospectus Directive) in Belgium and Luxembourg only
(x) If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche.
Not Applicable
(xi) Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:
Not Applicable
(xii) Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
Not Applicable
(xiii) Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place:
KBC Bank NV, Havenlaan 2, B-1080 Brussels, Belgium
CONTRACTUAL TERMS
Contractual Terms of the Notes as amended and restated on 15 May 2017
Vespucci Structured Financial Products p.l.c.
(incorporated with limited liability in Ireland with registered number 426220)
Series No. 2012-23 EUR 22,500,000 Floating Rate Secured Senior Notes (the “Notes”) issued pursuant to the
€40,000,000,000 Programme for the issue of Notes arranged by
KBC Bank NV
Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation to such offer.
Neither the Issuer nor any Dealer has authorised, nor do they authorise, 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 AND LISTING
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the schedule to the Supplemental Trust Deed dated 15 May 2017 made between, amongst others, the Issuer and the Trustee (the “Conditions”). This document does not constitute Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive. Final Terms in respect of the Notes were issued on or about the relevant Issue Date. This document sets out the contractual terms of the Notes as amended and restated on 15 May 2017. References in the Conditions to the Final Terms of the Notes shall be deemed to be references to this document.
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risk and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition. Prospective purchasers should conduct their own investigations and, in deciding whether or not to purchase Notes, prospective purchasers should form their own views of the merits of an investment related to the currencies, shares, etc. based upon such investigations and not in reliance upon any information given in this document.
The terms of the Notes are as follows:
1. Issuer:
Vespucci Structured Financial Products p.l.c.
2. (i) Series No: 2012-23
(ii) Tranche Number: 1 and 2
(iii) Date on which Notes become fungible
The Notes are consolidated, form a
single series and are interchangeable
for trading purposes with each tranche
of notes of the series referred to at
paragraph 2(i) above that are in issue
on the date of the amendment and
restatement of these contractual terms.
(iv) Status
General Long Series
Senior
(v) Date Board approval for Issuance of Notes obtained:
Not applicable
3. Specified Denomination(s):
EUR 1,000 - See also the Tradeable Amount in Part B of these Final Terms
4. Relevant Currency: EUR
5. Principal Amount of Series: EUR 22,500,000
6. Issue Date: 1 June 2012
7. Issue Price: 100 per cent
8. Net Proceeds:
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
9. (i) Maturity Date:
The Interest Payment Date next following 1 January 2040
(ii) Optional Maturity Date Extension
(iii) Automatic Maturity Date
Extension
Applicable
Not Applicable
10. Form of Notes: Bearer
11. Interest Basis: Floating Rate
12. Interest Commencement Date: 23 October 2012
13. Interest Cessation Date: Maturity Date
14. Redemption Amount: Principal Amount
15. Early Redemption Amount: Principal Amount
16. Call Option: Applicable
17. Put Option: Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
18. Interest Payment Date(s):
23 April and 23 October of each year, subject to the Business Day Convention
19. Fixed Rate Note Provisions Not Applicable
20. Floating Rate Note Provisions Applicable
(i) Primary Source for Floating Rate: Reuters
(ii) Benchmark: Six-month Euribor
(iii) Reference banks: KBC Bank NV, The Bank of New York Mellon and two other banks selected
by the Calculation Agent at its discretion
(iv) Representative Amount: None Specified
(v) Specified Duration: None Specified
(vi) Relevant Financial Centre: None Specified
(vii) Relevant Time: None Specified
(viii) Margin:
(i) in relation to all Interest Rates
(ii) in relation to specified Interest Accrual Periods
0.15 per cent per annum
Not Applicable
21. Interest Determination Date: Not Applicable
22. Interest Period Date(s) (if applicable): Interest Payment Dates
23. Minimum Interest Rate (if applicable): Not Applicable
24. Maximum Interest Rate (if applicable): Not Applicable
25. Additional Interest Applicable
26.
27.
Business Day Convention:
Relevant Business Day:
Preceding Business Day Convention
TARGET Business Day
28. Day Count Fraction: Actual/360
29. Zero Coupon Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
30. Redemption at the option of the Issuer: Applicable
(i) Issuer’s Option Period: Until the Maturity Date
(ii) Optional Redemption Date(s):
16th or last day of any month subject to the Business Day Convention
(iii) Redemption in part or in whole: In Whole
31. Redemption at the option of the Noteholders or other Noteholders’ Option:
Applicable
(i) Noteholders’ Option Period:
(ii) Option Available to all Noteholders:
Until the Maturity Date
Applicable
(iii) Optional Redemption Date(s):
Each day during the Noteholders Option Period, subject to the Business Day Convention
GENERAL PROVISIONS APPLICABLE TO THE NOTES
32. Calculation Agent:
Bank of New York Mellon pursuant to the Agency Agreement
33. Exchange of Global Note for Individual Certificates at the request of the holder:
Not Applicable
34. Payment Business Day Centre (Condition 8(h)):
Dublin, Brussels and London
35. Exchange:
(a) Notes to be represented on issue by:
Permanent Global Note
(b) Temporary Global Note exchangeable for Definitive Bearer Notes/Individual Certificates:
Not Applicable
(c) Permanent Global Note exchangeable for Definitive Bearer Notes:
Applicable
LISTING AND ADMISSION TO TRADING APPLICATION
The Final Terms dated on or about the relevant Issue Date comprised the Final Terms required to list and have admitted to trading the issue of Notes described herein pursuant to the €40,000,000,000 Programme for the issue of Notes of the Issuer.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. None of the Trustee, Paying Agents, Administration Agent, Registrar, Transfer Agent, Calculation Agent, the Custodian, Arranger, Dealers or Portfolio Manager accept responsibility for the information contained in this document.
This document is hereby executed by or on behalf of the Issuer.
Vespucci Structured Financial Products p.l.c.
By: .................................................. Authorised Signatory
PART B OTHER INFORMATION
1 LISTING
(i) Listing: Irish Stock Exchange p.l.c.
(ii) Admission to trading:
Application has been made for the Notes to be admitted to trading on the Main Securities Market of the Irish Stock Exchange with effect from the relevant Issue Date.
2. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the offer
See “Use of Proceeds and Expenses” wording in Base Prospectus
(ii) Estimated net proceeds
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
(iii) Estimate of total expenses related to admission to trading:
EUR 600
3. NOTIFICATION
Not Applicable
4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in “Subscription and Sale” in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
5. YIELD (Fixed Rate Notes only)
Not Applicable
6. OPERATIONAL INFORMATION
ISIN Code: XS0772030796
Common Code: 77203079
CUSIP Number: 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
Delivery: Delivery free of payment
Names and addresses of additional Paying Agent(s) (if any):
Not Applicable
7. GENERAL
The aggregate principal amount of Notes issued has been translated into euro at the rate of EUR/[● ] [●], producing a sum of (for Notes not denominated in euro):
Not Applicable
Tradeable Amount: EUR 1,000
8. SPECIFIC CHARGED ASSETS
Not Applicable
9. DISTRIBUTION
(i) Method of Distribution Non-syndicated
(ii) If syndicated:
(i) Names and addresses of Managers and underwriting commitments:
(ii) Date of [Subscription] Agreement:
(iii) Stabilising Manager(s) if any:
Not Applicable
Not Applicable
Not Applicable
(iii) If non-syndicated, name of Dealer: KBC Bank NV, Havenlaan 2, B-1080 Brussels,
Belgium (iv) Indication of the overall amount of the
underwriting commission and of the placing commission
EUR 600
(v) U.S. selling restrictions: TEFRA C
(vi) Non-exempt Offer: Not Applicable
10. TERMS AND CONDITIONS OF THE OFFER
(i) Offer Price: Issue Price
(ii) Conditions to which the offer is subject: Not Applicable
(iii) The time period, including any possible amendments, during which the offer will be open and description of the
Not Applicable
application process:
(iv) Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
Not Applicable
(v) Details of the minimum and/or maximum amount of application:
Not Applicable
(vi) Details of the method and time limits for paying up and delivering the Notes:
Not Applicable
(vii) Manner in and date on which results of the offer are to be made public:
Not Applicable
(viii) Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:
Not Applicable
(ix) Whether tranche(s) have been reserved for certain countries:
Qualified investors (as defined in the Prospectus Directive) in Belgium and Luxembourg only
(x) If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche.
Not Applicable
(xi) Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:
Not Applicable
(xii) Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
Not Applicable
(xiii) Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place:
KBC Bank NV, Havenlaan 2, B-1080 Brussels, Belgium
CONTRACTUAL TERMS
Contractual Terms of the Notes as amended and restated on 15 May 2017
Vespucci Structured Financial Products p.l.c.
(incorporated with limited liability in Ireland with registered number 426220)
Series No. 2013-24 USD 92,500,000 Floating Rate Secured Senior Notes (the “Notes”) issued pursuant to the
€40,000,000,000 Programme for the issue of Notes arranged by
KBC Bank NV
Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation to such offer.
Neither the Issuer nor any Dealer has authorised, nor do they authorise, 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 AND LISTING
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the schedule to the Supplemental Trust Deed dated 15 May 2017 made between, amongst others, the Issuer and the Trustee (the “Conditions”). This document does not constitute Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive. Final Terms in respect of the Notes were issued on or about the relevant Issue Date. This document sets out the contractual terms of the Notes as amended and restated on 15 May 2017. References in the Conditions to the Final Terms of the Notes shall be deemed to be references to this document.
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risk and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition. Prospective purchasers should conduct their own investigations and, in deciding whether or not to purchase Notes, prospective purchasers should form their own views of the merits of an investment related to the currencies, shares, etc. based upon such investigations and not in reliance upon any information given in this document.
The terms of the Notes are as follows:
1. Issuer:
Vespucci Structured Financial Products p.l.c.
2. (i) Series No: 2013-24
(ii) Tranche Number: 1, 2, 3 and 4
(iii) Date on which Notes become fungible
The Notes are consolidated, form a
single series and are interchangeable
for trading purposes with each tranche
of notes of the series referred to at
paragraph 2(i) above that are in issue
on the date of the amendment and
restatement of these contractual terms.
(iv) Status
General Long Series
Senior
(v) Date Board approval for Issuance of Notes obtained:
Not applicable
3. Specified Denomination(s):
USD 2,000 - See also the Tradeable Amount in Part B of these Final Terms
4. Relevant Currency: USD
5. Principal Amount of Series: USD 92,500,000
6. Issue Date: 25 April 2013
7. Issue Price: 100 per cent
8. Net Proceeds:
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
9. (i) Maturity Date:
The Interest Payment Date next following 1 January 2040
(ii) Optional Maturity Date Extension
(iii) Automatic Maturity Date
Extension
Applicable
Not Applicable
10. Form of Notes: Bearer
11. Interest Basis: Floating Rate
12. Interest Commencement Date: 10 January 2015
13. Interest Cessation Date: Maturity Date
14. Redemption Amount: Principal Amount
15. Early Redemption Amount: Principal Amount
16. Call Option: Applicable
17. Put Option: Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
18. Interest Payment Date(s):
10 January and 10 July of each year, subject to the Business Day Convention
19. Fixed Rate Note Provisions Not Applicable
20. Floating Rate Note Provisions Applicable
(i) Primary Source for Floating Rate: Reuters
(ii) Benchmark: Six-Month Libor
(iii) Reference banks: KBC Bank NV, The Bank of New York Mellon and two other banks selected
by the Calculation Agent at its discretion
(iv) Representative Amount: None Specified
(v) Specified Duration: None Specified
(vi) Relevant Financial Centre: None Specified
(vii) Relevant Time: None Specified
(viii) Margin:
(i) in relation to all Interest Rates
(ii) in relation to specified Interest Accrual Periods
0.49 per cent per annum
Not Applicable
21. Interest Determination Date: Not Applicable
22. Interest Period Date(s) (if applicable): Interest Payment Dates
23. Minimum Interest Rate (if applicable): Not Applicable
24. Maximum Interest Rate (if applicable): Not Applicable
25. Additional Interest Applicable
26.
27.
Business Day Convention:
Relevant Business Day:
Preceding Business Day Convention
TARGET Business Day
28. Day Count Fraction: Actual/360
29. Zero Coupon Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
30. Redemption at the option of the Issuer: Applicable
(i) Issuer’s Option Period: Until the Maturity Date
(ii) Optional Redemption Date(s):
16th or last day of any month subject to the Business Day Convention
(iii) Redemption in part or in whole: In Whole
31. Redemption at the option of the Noteholders or other Noteholders’ Option:
Applicable
(i) Noteholders’ Option Period:
(ii) Option Available to all Noteholders:
Until the Maturity Date
Applicable
(iii) Optional Redemption Date(s):
Each day during the Noteholders Option Period, subject to the Business Day Convention
GENERAL PROVISIONS APPLICABLE TO THE NOTES
32. Calculation Agent:
Bank of New York Mellon pursuant to the Agency Agreement
33. Exchange of Global Note for Individual Certificates at the request of the holder:
Not Applicable
34. Payment Business Day Centre (Condition 8(h)):
Dublin, Brussels and London
35. Exchange:
(a) Notes to be represented on issue by:
Permanent Global Note
(b) Temporary Global Note exchangeable for Definitive Bearer Notes/Individual Certificates:
Not Applicable
(c) Permanent Global Note exchangeable for Definitive Bearer Notes:
Applicable
LISTING AND ADMISSION TO TRADING APPLICATION
The Final Terms dated on or about the relevant Issue Date comprised the Final Terms required to list and have admitted to trading the issue of Notes described herein pursuant to the €40,000,000,000 Programme for the issue of Notes of the Issuer.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. None of the Trustee, Paying Agents, Administration Agent, Registrar, Transfer Agent, Calculation Agent, the Custodian, Arranger, Dealers or Portfolio Manager accept responsibility for the information contained in this document.
This document is hereby executed by or on behalf of the Issuer.
Vespucci Structured Financial Products p.l.c.
By: .................................................. Authorised Signatory
PART B OTHER INFORMATION
1 LISTING
(i) Listing: Irish Stock Exchange p.l.c.
(ii) Admission to trading:
Application has been made for the Notes to be admitted to trading on the Main Securities Market of the Irish Stock Exchange with effect from the relevant Issue Date.
2. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the offer
See “Use of Proceeds and Expenses” wording in Base Prospectus
(ii) Estimated net proceeds
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
(iii) Estimate of total expenses related to admission to trading:
EUR 600
3. NOTIFICATION
Not Applicable
4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in “Subscription and Sale” in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
5. YIELD (Fixed Rate Notes only)
Not Applicable
6. OPERATIONAL INFORMATION
ISIN Code: XS0920765129
Common Code: 92076512
CUSIP Number: 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
Delivery: Delivery free of payment
Names and addresses of additional Paying Agent(s) (if any):
Not Applicable
7. GENERAL
The aggregate principal amount of Notes issued has been translated into euro at the rate of EUR/[● ] [●], producing a sum of (for Notes not denominated in euro):
Not Applicable
Tradeable Amount: USD 2,000
8. SPECIFIC CHARGED ASSETS
Not Applicable
9. DISTRIBUTION
(i) Method of Distribution Non-syndicated
(ii) If syndicated:
(i) Names and addresses of Managers and underwriting commitments:
(ii) Date of [Subscription] Agreement:
(iii) Stabilising Manager(s) if any:
Not Applicable
Not Applicable
Not Applicable
(iii) If non-syndicated, name of Dealer: KBC Bank NV, Havenlaan 2, B-1080 Brussels,
Belgium (iv) Indication of the overall amount of the
underwriting commission and of the placing commission
EUR 600
(v) U.S. selling restrictions: TEFRA C
(vi) Non-exempt Offer: Not Applicable
10. TERMS AND CONDITIONS OF THE OFFER
(i) Offer Price: Issue Price
(ii) Conditions to which the offer is subject: Not Applicable
(iii) The time period, including any possible amendments, during which the offer will be open and description of the
Not Applicable
application process:
(iv) Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
Not Applicable
(v) Details of the minimum and/or maximum amount of application:
Not Applicable
(vi) Details of the method and time limits for paying up and delivering the Notes:
Not Applicable
(vii) Manner in and date on which results of the offer are to be made public:
Not Applicable
(viii) Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:
Not Applicable
(ix) Whether tranche(s) have been reserved for certain countries:
Qualified investors (as defined in the Prospectus Directive) in Belgium and Luxembourg only
(x) If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche.
Not Applicable
(xi) Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:
Not Applicable
(xii) Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
Not Applicable
(xiii) Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place:
KBC Bank NV, Havenlaan 2, B-1080 Brussels, Belgium
CONTRACTUAL TERMS
Contractual Terms of the Notes as amended and restated on 15 May 2017
Vespucci Structured Financial Products p.l.c.
(incorporated with limited liability in Ireland with registered number 426220)
Series No. 2013-25 EUR 27,500,000 Floating Rate Secured Senior Notes (the “Notes”) issued pursuant to the
€40,000,000,000 Programme for the issue of Notes arranged by
KBC Bank NV
Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation to such offer.
Neither the Issuer nor any Dealer has authorised, nor do they authorise, 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 AND LISTING
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the schedule to the Supplemental Trust Deed dated 15 May 2017 made between, amongst others, the Issuer and the Trustee (the “Conditions”). This document does not constitute Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive. Final Terms in respect of the Notes were issued on or about the relevant Issue Date. This document sets out the contractual terms of the Notes as amended and restated on 15 May 2017. References in the Conditions to the Final Terms of the Notes shall be deemed to be references to this document.
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risk and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition. Prospective purchasers should conduct their own investigations and, in deciding whether or not to purchase Notes, prospective purchasers should form their own views of the merits of an investment related to the currencies, shares, etc. based upon such investigations and not in reliance upon any information given in this document.
The terms of the Notes are as follows:
1. Issuer:
Vespucci Structured Financial Products p.l.c.
2. (i) Series No: 2013-25
(ii) Tranche Number: 1
(iii) Date on which Notes become fungible
The Notes are consolidated, form a
single series and are interchangeable
for trading purposes with each tranche
of notes of the series referred to at
paragraph 2(i) above that are in issue
on the date of the amendment and
restatement of these contractual terms.
(iv) Status
General Long Series
Senior
(v) Date Board approval for Issuance of Notes obtained:
Not applicable
3. Specified Denomination(s):
EUR 1,000 - See also the Tradeable Amount in Part B of these Final Terms
4. Relevant Currency: EUR
5. Principal Amount of Series: EUR 27,500,000
6. Issue Date: 9 July 2013
7. Issue Price: 100 per cent
8. Net Proceeds:
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
9. (i) Maturity Date:
The Interest Payment Date next following 1 January 2040
(ii) Optional Maturity Date Extension
(iii) Automatic Maturity Date
Extension
Applicable
Not Applicable
10. Form of Notes: Bearer
11. Interest Basis: Floating Rate
12. Interest Commencement Date: 10 May 2013
13. Interest Cessation Date: Maturity Date
14. Redemption Amount: Principal Amount
15. Early Redemption Amount: Principal Amount
16. Call Option: Applicable
17. Put Option: Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
18. Interest Payment Date(s):
10 May and 10 November of each year, subject to the Business Day Convention
19. Fixed Rate Note Provisions Not Applicable
20. Floating Rate Note Provisions Applicable
(i) Primary Source for Floating Rate: Reuters
(ii) Benchmark: Six-month Euribor
(iii) Reference banks: KBC Bank NV, The Bank of New York Mellon and two other banks selected
by the Calculation Agent at its discretion
(iv) Representative Amount: None Specified
(v) Specified Duration: None Specified
(vi) Relevant Financial Centre: None Specified
(vii) Relevant Time: None Specified
(viii) Margin:
(i) in relation to all Interest Rates
(ii) in relation to specified Interest Accrual Periods
0.08 per cent per annum
Not Applicable
21. Interest Determination Date: Not Applicable
22. Interest Period Date(s) (if applicable): Interest Payment Dates
23. Minimum Interest Rate (if applicable): Not Applicable
24. Maximum Interest Rate (if applicable): Not Applicable
25. Additional Interest Applicable
26.
27.
Business Day Convention:
Relevant Business Day:
Preceding Business Day Convention
TARGET Business Day
28. Day Count Fraction: Actual/360
29. Zero Coupon Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
30. Redemption at the option of the Issuer: Applicable
(i) Issuer’s Option Period: Until the Maturity Date
(ii) Optional Redemption Date(s):
16th or last day of any month subject to the Business Day Convention
(iii) Redemption in part or in whole: In Whole
31. Redemption at the option of the Noteholders or other Noteholders’ Option:
Applicable
(i) Noteholders’ Option Period:
(ii) Option Available to all Noteholders:
Until the Maturity Date
Applicable
(iii) Optional Redemption Date(s):
Each day during the Noteholders Option Period, subject to the Business Day Convention
GENERAL PROVISIONS APPLICABLE TO THE NOTES
32. Calculation Agent:
Bank of New York Mellon pursuant to the Agency Agreement
33. Exchange of Global Note for Individual Certificates at the request of the holder:
Not Applicable
34. Payment Business Day Centre (Condition 8(h)):
Dublin, Brussels and London
35. Exchange:
(a) Notes to be represented on issue by:
Permanent Global Note
(b) Temporary Global Note exchangeable for Definitive Bearer Notes/Individual Certificates:
Not Applicable
(c) Permanent Global Note exchangeable for Definitive Bearer Notes:
Applicable
LISTING AND ADMISSION TO TRADING APPLICATION
The Final Terms dated on or about the relevant Issue Date comprised the Final Terms required to list and have admitted to trading the issue of Notes described herein pursuant to the €40,000,000,000 Programme for the issue of Notes of the Issuer.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. None of the Trustee, Paying Agents, Administration Agent, Registrar, Transfer Agent, Calculation Agent, the Custodian, Arranger, Dealers or Portfolio Manager accept responsibility for the information contained in this document.
This document is hereby executed by or on behalf of the Issuer.
Vespucci Structured Financial Products p.l.c.
By: .................................................. Authorised Signatory
PART B OTHER INFORMATION
1 LISTING
(i) Listing: Irish Stock Exchange p.l.c.
(ii) Admission to trading:
Application has been made for the Notes to be admitted to trading on the Main Securities Market of the Irish Stock Exchange with effect from the relevant Issue Date.
2. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the offer
See “Use of Proceeds and Expenses” wording in Base Prospectus
(ii) Estimated net proceeds
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
(iii) Estimate of total expenses related to admission to trading:
EUR 600
3. NOTIFICATION
Not Applicable
4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in “Subscription and Sale” in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
5. YIELD (Fixed Rate Notes only)
Not Applicable
6. OPERATIONAL INFORMATION
ISIN Code: XS0950410356
Common Code: 95041035
CUSIP Number: 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
Delivery: Delivery free of payment
Names and addresses of additional Paying Agent(s) (if any):
Not Applicable
7. GENERAL
The aggregate principal amount of Notes issued has been translated into euro at the rate of EUR/[● ] [●], producing a sum of (for Notes not denominated in euro):
Not Applicable
Tradeable Amount: EUR 1,000
8. SPECIFIC CHARGED ASSETS
Not Applicable
9. DISTRIBUTION
(i) Method of Distribution Non-syndicated
(ii) If syndicated:
(i) Names and addresses of Managers and underwriting commitments:
(ii) Date of [Subscription] Agreement:
(iii) Stabilising Manager(s) if any:
Not Applicable
Not Applicable
Not Applicable
(iii) If non-syndicated, name of Dealer: KBC Bank NV, Havenlaan 2, B-1080 Brussels,
Belgium (iv) Indication of the overall amount of the
underwriting commission and of the placing commission
EUR 1,400
(v) U.S. selling restrictions: TEFRA C
(vi) Non-exempt Offer: Not Applicable
10. TERMS AND CONDITIONS OF THE OFFER
(i) Offer Price: Issue Price
(ii) Conditions to which the offer is subject: Not Applicable
(iii) The time period, including any possible amendments, during which the offer will be open and description of the
Not Applicable
application process:
(iv) Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
Not Applicable
(v) Details of the minimum and/or maximum amount of application:
Not Applicable
(vi) Details of the method and time limits for paying up and delivering the Notes:
Not Applicable
(vii) Manner in and date on which results of the offer are to be made public:
Not Applicable
(viii) Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:
Not Applicable
(ix) Whether tranche(s) have been reserved for certain countries:
Qualified investors (as defined in the Prospectus Directive) in Belgium and Luxembourg only
(x) If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche.
Not Applicable
(xi) Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:
Not Applicable
(xii) Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
Not Applicable
(xiii) Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place:
KBC Bank NV, Havenlaan 2, B-1080 Brussels, Belgium
CONTRACTUAL TERMS
Contractual Terms of the Notes as amended and restated on 15 May 2017
Vespucci Structured Financial Products p.l.c.
(incorporated with limited liability in Ireland with registered number 426220)
Series No. 2013-26 EUR 27,500,000 Floating Rate Secured Senior Notes (the “Notes”) issued pursuant to the
€40,000,000,000 Programme for the issue of Notes arranged by
KBC Bank NV
Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation to such offer.
Neither the Issuer nor any Dealer has authorised, nor do they authorise, 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 AND LISTING
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the schedule to the Supplemental Trust Deed dated 15 May 2017 made between, amongst others, the Issuer and the Trustee (the “Conditions”). This document does not constitute Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive. Final Terms in respect of the Notes were issued on or about the relevant Issue Date. This document sets out the contractual terms of the Notes as amended and restated on 15 May 2017. References in the Conditions to the Final Terms of the Notes shall be deemed to be references to this document.
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risk and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition. Prospective purchasers should conduct their own investigations and, in deciding whether or not to purchase Notes, prospective purchasers should form their own views of the merits of an investment related to the currencies, shares, etc. based upon such investigations and not in reliance upon any information given in this document.
The terms of the Notes are as follows:
1. Issuer:
Vespucci Structured Financial Products p.l.c.
2. (i) Series No: 2013-26
(ii) Tranche Number: 1
(iii) Date on which Notes become fungible
The Notes are consolidated, form a
single series and are interchangeable
for trading purposes with each tranche
of notes of the series referred to at
paragraph 2(i) above that are in issue
on the date of the amendment and
restatement of these contractual terms.
(iv) Status
General Long Series
Senior
(v) Date Board approval for Issuance of Notes obtained:
Not applicable
3. Specified Denomination(s):
EUR 1,000 - See also the Tradeable Amount in Part B of these Final Terms
4. Relevant Currency: EUR
5. Principal Amount of Series: EUR 27,500,000
6. Issue Date: 9 July 2013
7. Issue Price: 100 per cent
8. Net Proceeds:
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
9. (i) Maturity Date:
The Interest Payment Date next following 1 January 2040
(ii) Optional Maturity Date Extension
(iii) Automatic Maturity Date
Extension
Applicable
Not Applicable
10. Form of Notes: Bearer
11. Interest Basis: Floating Rate
12. Interest Commencement Date: 21 June 2013
13. Interest Cessation Date: Maturity Date
14. Redemption Amount: Principal Amount
15. Early Redemption Amount: Principal Amount
16. Call Option: Applicable
17. Put Option: Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
18. Interest Payment Date(s):
23 June and 23 December of each year, subject to the Business Day Convention
19. Fixed Rate Note Provisions Not Applicable
20. Floating Rate Note Provisions Applicable
(i) Primary Source for Floating Rate: Reuters
(ii) Benchmark: Six-month Euribor
(iii) Reference banks: KBC Bank NV, The Bank of New York Mellon and two other banks selected
by the Calculation Agent at its discretion
(iv) Representative Amount: None Specified
(v) Specified Duration: None Specified
(vi) Relevant Financial Centre: None Specified
(vii) Relevant Time: None Specified
(viii) Margin:
(i) in relation to all Interest Rates
(ii) in relation to specified Interest Accrual Periods
0.15 per cent per annum
Not Applicable
21. Interest Determination Date: Not Applicable
22. Interest Period Date(s) (if applicable): Interest Payment Dates
23. Minimum Interest Rate (if applicable): Not Applicable
24. Maximum Interest Rate (if applicable): Not Applicable
25. Additional Interest Applicable
26.
27.
Business Day Convention:
Relevant Business Day:
Preceding Business Day Convention
TARGET Business Day
28. Day Count Fraction: Actual/360
29. Zero Coupon Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
30. Redemption at the option of the Issuer: Applicable
(i) Issuer’s Option Period: Until the Maturity Date
(ii) Optional Redemption Date(s):
16th or last day of any month subject to the Business Day Convention
(iii) Redemption in part or in whole: In Whole
31. Redemption at the option of the Noteholders or other Noteholders’ Option:
Applicable
(i) Noteholders’ Option Period:
(ii) Option Available to all Noteholders:
Until the Maturity Date
Applicable
(iii) Optional Redemption Date(s):
Each day during the Noteholders Option Period, subject to the Business Day Convention
GENERAL PROVISIONS APPLICABLE TO THE NOTES
32. Calculation Agent:
Bank of New York Mellon pursuant to the Agency Agreement
33. Exchange of Global Note for Individual Certificates at the request of the holder:
Not Applicable
34. Payment Business Day Centre (Condition 8(h)):
Dublin, Brussels and London
35. Exchange:
(a) Notes to be represented on issue by:
Permanent Global Note
(b) Temporary Global Note exchangeable for Definitive Bearer Notes/Individual Certificates:
Not Applicable
(c) Permanent Global Note exchangeable for Definitive Bearer Notes:
Applicable
LISTING AND ADMISSION TO TRADING APPLICATION
The Final Terms dated on or about the relevant Issue Date comprised the Final Terms required to list and have admitted to trading the issue of Notes described herein pursuant to the €40,000,000,000 Programme for the issue of Notes of the Issuer.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. None of the Trustee, Paying Agents, Administration Agent, Registrar, Transfer Agent, Calculation Agent, the Custodian, Arranger, Dealers or Portfolio Manager accept responsibility for the information contained in this document.
This document is hereby executed by or on behalf of the Issuer.
Vespucci Structured Financial Products p.l.c.
By: .................................................. Authorised Signatory
PART B OTHER INFORMATION
1 LISTING
(i) Listing: Irish Stock Exchange p.l.c.
(ii) Admission to trading:
Application has been made for the Notes to be admitted to trading on the Main Securities Market of the Irish Stock Exchange with effect from the relevant Issue Date.
2. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the offer
See “Use of Proceeds and Expenses” wording in Base Prospectus
(ii) Estimated net proceeds
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
(iii) Estimate of total expenses related to admission to trading:
EUR 600
3. NOTIFICATION
Not Applicable
4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in “Subscription and Sale” in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
5. YIELD (Fixed Rate Notes only)
Not Applicable
6. OPERATIONAL INFORMATION
ISIN Code: XS0950405356
Common Code: 95040535
CUSIP Number: 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
Delivery: Delivery free of payment
Names and addresses of additional Paying Agent(s) (if any):
Not Applicable
7. GENERAL
The aggregate principal amount of Notes issued has been translated into euro at the rate of EUR/[● ] [●], producing a sum of (for Notes not denominated in euro):
Not Applicable
Tradeable Amount: EUR 1,000
8. SPECIFIC CHARGED ASSETS
Not Applicable
9. DISTRIBUTION
(i) Method of Distribution Non-syndicated
(ii) If syndicated:
(i) Names and addresses of Managers and underwriting commitments:
(ii) Date of [Subscription] Agreement:
(iii) Stabilising Manager(s) if any:
Not Applicable
Not Applicable
Not Applicable
(iii) If non-syndicated, name of Dealer: KBC Bank NV, Havenlaan 2, B-1080 Brussels,
Belgium (iv) Indication of the overall amount of the
underwriting commission and of the placing commission
EUR 1,400
(v) U.S. selling restrictions: TEFRA C
(vi) Non-exempt Offer: Not Applicable
10. TERMS AND CONDITIONS OF THE OFFER
(i) Offer Price: Issue Price
(ii) Conditions to which the offer is subject: Not Applicable
(iii) The time period, including any possible amendments, during which the offer will be open and description of the
Not Applicable
application process:
(iv) Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
Not Applicable
(v) Details of the minimum and/or maximum amount of application:
Not Applicable
(vi) Details of the method and time limits for paying up and delivering the Notes:
Not Applicable
(vii) Manner in and date on which results of the offer are to be made public:
Not Applicable
(viii) Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:
Not Applicable
(ix) Whether tranche(s) have been reserved for certain countries:
Qualified investors (as defined in the Prospectus Directive) in Belgium and Luxembourg only
(x) If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche.
Not Applicable
(xi) Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:
Not Applicable
(xii) Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
Not Applicable
(xiii) Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place:
KBC Bank NV, Havenlaan 2, B-1080 Brussels, Belgium
CONTRACTUAL TERMS
Contractual Terms of the Notes as amended and restated on 15 May 2017
Vespucci Structured Financial Products p.l.c.
(incorporated with limited liability in Ireland with registered number 426220)
Series No. 2013-27 CZK 575,000,000 Floating Rate Secured Senior Notes (the “Notes”) issued pursuant to the
€40,000,000,000 Programme for the issue of Notes arranged by
KBC Bank NV
Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation to such offer.
Neither the Issuer nor any Dealer has authorised, nor do they authorise, 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 AND LISTING
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the schedule to the Supplemental Trust Deed dated 15 May 2017 made between, amongst others, the Issuer and the Trustee (the “Conditions”). This document does not constitute Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive. Final Terms in respect of the Notes were issued on or about the relevant Issue Date. This document sets out the contractual terms of the Notes as amended and restated on 15 May 2017. References in the Conditions to the Final Terms of the Notes shall be deemed to be references to this document.
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risk and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition. Prospective purchasers should conduct their own investigations and, in deciding whether or not to purchase Notes, prospective purchasers should form their own views of the merits of an investment related to the currencies, shares, etc. based upon such investigations and not in reliance upon any information given in this document.
The terms of the Notes are as follows:
1. Issuer:
Vespucci Structured Financial Products p.l.c.
2. (i) Series No: 2013-27
(ii) Tranche Number: 1
(iii) Date on which Notes become fungible
The Notes are consolidated, form a
single series and are interchangeable
for trading purposes with each tranche
of notes of the series referred to at
paragraph 2(i) above that are in issue
on the date of the amendment and
restatement of these contractual terms.
(iv) Status
General Long Series
Senior
(v) Date Board approval for Issuance of Notes obtained:
Not applicable
3. Specified Denomination(s):
CZK 50,000 - See also the Tradeable Amount in Part B of these Final Terms
4. Relevant Currency: CZK
5. Principal Amount of Series: CZK 575,000,000
6. Issue Date: 9 July 2013
7. Issue Price: 100 per cent
8. Net Proceeds:
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
9. (i) Maturity Date:
The Interest Payment Date next following 1 January 2040
(ii) Optional Maturity Date Extension
(iii) Automatic Maturity Date
Extension
Applicable
Not Applicable
10. Form of Notes: Bearer
11. Interest Basis: Floating Rate
12. Interest Commencement Date: 10 January 2013
13. Interest Cessation Date: Maturity Date
14. Redemption Amount: Principal Amount
15. Early Redemption Amount: Principal Amount
16. Call Option: Applicable
17. Put Option: Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
18. Interest Payment Date(s):
10 January and 10 July of each year, subject to the Business Day Convention
19. Fixed Rate Note Provisions Not Applicable
20. Floating Rate Note Provisions Applicable
(i) Primary Source for Floating Rate: Reuters
(ii) Benchmark: Six-month Pribor
(iii) Reference banks: KBC Bank NV, The Bank of New York Mellon and two other banks selected
by the Calculation Agent at its discretion
(iv) Representative Amount: None Specified
(v) Specified Duration: None Specified
(vi) Relevant Financial Centre: None Specified
(vii) Relevant Time: None Specified
(viii) Margin:
(i) in relation to all Interest Rates
(ii) in relation to specified Interest Accrual Periods
-0.48 per cent per annum
Not Applicable
21. Interest Determination Date: Not Applicable
22. Interest Period Date(s) (if applicable): Interest Payment Dates
23. Minimum Interest Rate (if applicable): Not Applicable
24. Maximum Interest Rate (if applicable): Not Applicable
25. Additional Interest Applicable
26.
27.
Business Day Convention:
Relevant Business Day:
Preceding Business Day Convention
TARGET Business Day
28. Day Count Fraction: Actual/360
29. Zero Coupon Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
30. Redemption at the option of the Issuer: Applicable
(i) Issuer’s Option Period: Until the Maturity Date
(ii) Optional Redemption Date(s):
16th or last day of any month subject to the Business Day Convention
(iii) Redemption in part or in whole: In Whole
31. Redemption at the option of the Noteholders or other Noteholders’ Option:
Applicable
(i) Noteholders’ Option Period:
(ii) Option Available to all Noteholders:
Until the Maturity Date
Applicable
(iii) Optional Redemption Date(s):
Each day during the Noteholders Option Period, subject to the Business Day Convention
GENERAL PROVISIONS APPLICABLE TO THE NOTES
32. Calculation Agent:
Bank of New York Mellon pursuant to the Agency Agreement
33. Exchange of Global Note for Individual Certificates at the request of the holder:
Not Applicable
34. Payment Business Day Centre (Condition 8(h)):
Dublin, Brussels and London
35. Exchange:
(a) Notes to be represented on issue by:
Permanent Global Note
(b) Temporary Global Note exchangeable for Definitive Bearer Notes/Individual Certificates:
Not Applicable
(c) Permanent Global Note exchangeable for Definitive Bearer Notes:
Applicable
LISTING AND ADMISSION TO TRADING APPLICATION
The Final Terms dated on or about the relevant Issue Date comprised the Final Terms required to list and have admitted to trading the issue of Notes described herein pursuant to the €40,000,000,000 Programme for the issue of Notes of the Issuer.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. None of the Trustee, Paying Agents, Administration Agent, Registrar, Transfer Agent, Calculation Agent, the Custodian, Arranger, Dealers or Portfolio Manager accept responsibility for the information contained in this document.
This document is hereby executed by or on behalf of the Issuer.
Vespucci Structured Financial Products p.l.c.
By: .................................................. Authorised Signatory
PART B OTHER INFORMATION
1 LISTING
(i) Listing: Irish Stock Exchange p.l.c.
(ii) Admission to trading:
Application has been made for the Notes to be admitted to trading on the Main Securities Market of the Irish Stock Exchange with effect from the relevant Issue Date.
2. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the offer
See “Use of Proceeds and Expenses” wording in Base Prospectus
(ii) Estimated net proceeds
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
(iii) Estimate of total expenses related to admission to trading:
EUR 600
3. NOTIFICATION
Not Applicable
4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in “Subscription and Sale” in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
5. YIELD (Fixed Rate Notes only)
Not Applicable
6. OPERATIONAL INFORMATION
ISIN Code: XS0950407139
Common Code: 95040713
CUSIP Number: 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
Delivery: Delivery free of payment
Names and addresses of additional Paying Agent(s) (if any):
Not Applicable
7. GENERAL
The aggregate principal amount of Notes issued has been translated into euro at the rate of EUR/[● ] [●], producing a sum of (for Notes not denominated in euro):
Not Applicable
Tradeable Amount: CZK 50,000
8. SPECIFIC CHARGED ASSETS
Not Applicable
9. DISTRIBUTION
(i) Method of Distribution Non-syndicated
(ii) If syndicated:
(i) Names and addresses of Managers and underwriting commitments:
(ii) Date of [Subscription] Agreement:
(iii) Stabilising Manager(s) if any:
Not Applicable
Not Applicable
Not Applicable
(iii) If non-syndicated, name of Dealer: KBC Bank NV, Havenlaan 2, B-1080 Brussels,
Belgium (iv) Indication of the overall amount of the
underwriting commission and of the placing commission
EUR 1,400
(v) U.S. selling restrictions: TEFRA C
(vi) Non-exempt Offer: Not Applicable
10. TERMS AND CONDITIONS OF THE OFFER
(i) Offer Price: Issue Price
(ii) Conditions to which the offer is subject: Not Applicable
(iii) The time period, including any possible amendments, during which the offer will be open and description of the
Not Applicable
application process:
(iv) Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
Not Applicable
(v) Details of the minimum and/or maximum amount of application:
Not Applicable
(vi) Details of the method and time limits for paying up and delivering the Notes:
Not Applicable
(vii) Manner in and date on which results of the offer are to be made public:
Not Applicable
(viii) Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:
Not Applicable
(ix) Whether tranche(s) have been reserved for certain countries:
Qualified investors (as defined in the Prospectus Directive) in Belgium and Luxembourg only
(x) If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche.
Not Applicable
(xi) Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:
Not Applicable
(xii) Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
Not Applicable
(xiii) Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place:
KBC Bank NV, Havenlaan 2, B-1080 Brussels, Belgium
CONTRACTUAL TERMS
Contractual Terms of the Notes as amended and restated on 15 May 2017
Vespucci Structured Financial Products p.l.c.
(incorporated with limited liability in Ireland with registered number 426220)
Series No. 2015-28 USD 75,000,000 Floating Rate Secured Senior Notes (the “Notes”) issued pursuant to the
€40,000,000,000 Programme for the issue of Notes arranged by
KBC Bank NV
Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation to such offer.
Neither the Issuer nor any Dealer has authorised, nor do they authorise, 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 AND LISTING
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the schedule to the Supplemental Trust Deed dated 15 May 2017 made between, amongst others, the Issuer and the Trustee (the “Conditions”). This document does not constitute Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive. Final Terms in respect of the Notes were issued on or about the relevant Issue Date. This document sets out the contractual terms of the Notes as amended and restated on 15 May 2017. References in the Conditions to the Final Terms of the Notes shall be deemed to be references to this document.
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risk and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition. Prospective purchasers should conduct their own investigations and, in deciding whether or not to purchase Notes, prospective purchasers should form their own views of the merits of an investment related to the currencies, shares, etc. based upon such investigations and not in reliance upon any information given in this document.
The terms of the Notes are as follows:
1. Issuer:
Vespucci Structured Financial Products p.l.c.
2. (i) Series No: 2015-28
(ii) Tranche Number: 1 and 2
(iii) Date on which Notes become fungible
The Notes are consolidated, form a
single series and are interchangeable
for trading purposes with each tranche
of notes of the series referred to at
paragraph 2(i) above that are in issue
on the date of the amendment and
restatement of these contractual terms.
(iv) Status
General Long Series
Senior
(v) Date Board approval for Issuance of Notes obtained:
Not applicable
3. Specified Denomination(s):
USD 2,000 - See also the Tradeable Amount in Part B of these Final Terms
4. Relevant Currency: USD
5. Principal Amount of Series: USD 75,000,000
6. Issue Date: 1 October 2015
7. Issue Price: 100 per cent
8. Net Proceeds:
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
9. (i) Maturity Date:
The Interest Payment Date next following 1 January 2040
(ii) Optional Maturity Date Extension
(iii) Automatic Maturity Date
Extension
Applicable
Not Applicable
10. Form of Notes: Bearer
11. Interest Basis: Floating Rate
12. Interest Commencement Date: 23 September 2015
13. Interest Cessation Date: Maturity Date
14. Redemption Amount: Principal Amount
15. Early Redemption Amount: Principal Amount
16. Call Option: Applicable
17. Put Option: Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
18. Interest Payment Date(s):
23 March and 23 September of each year, subject to the Business Day Convention
19. Fixed Rate Note Provisions Not Applicable
20. Floating Rate Note Provisions Applicable
(i) Primary Source for Floating Rate: Reuters
(ii) Benchmark: Six-Month Libor
(iii) Reference banks: KBC Bank NV, The Bank of New York Mellon and two other banks selected
by the Calculation Agent at its discretion
(iv) Representative Amount: None Specified
(v) Specified Duration: None Specified
(vi) Relevant Financial Centre: None Specified
(vii) Relevant Time: None Specified
(viii) Margin:
(i) in relation to all Interest Rates
(ii) in relation to specified Interest Accrual Periods
0.49 per cent per annum
Not Applicable
21. Interest Determination Date: Not Applicable
22. Interest Period Date(s) (if applicable): Interest Payment Dates
23. Minimum Interest Rate (if applicable): Not Applicable
24. Maximum Interest Rate (if applicable): Not Applicable
25. Additional Interest Applicable
26.
27.
Business Day Convention:
Relevant Business Day:
Preceding Business Day Convention
TARGET Business Day
28. Day Count Fraction: Actual/360
29. Zero Coupon Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
30. Redemption at the option of the Issuer: Applicable
(i) Issuer’s Option Period: Until the Maturity Date
(ii) Optional Redemption Date(s):
16th or last day of any month subject to the Business Day Convention
(iii) Redemption in part or in whole: In Whole
31. Redemption at the option of the Noteholders or other Noteholders’ Option:
Applicable
(i) Noteholders’ Option Period:
(ii) Option Available to all Noteholders:
Until the Maturity Date
Applicable
(iii) Optional Redemption Date(s):
Each day during the Noteholders Option Period, subject to the Business Day Convention
GENERAL PROVISIONS APPLICABLE TO THE NOTES
32. Calculation Agent:
Bank of New York Mellon pursuant to the Agency Agreement
33. Exchange of Global Note for Individual Certificates at the request of the holder:
Not Applicable
34. Payment Business Day Centre (Condition 8(h)):
Dublin, Brussels and London
35. Exchange:
(a) Notes to be represented on issue by:
Permanent Global Note
(b) Temporary Global Note exchangeable for Definitive Bearer Notes/Individual Certificates:
Not Applicable
(c) Permanent Global Note exchangeable for Definitive Bearer Notes:
Applicable
LISTING AND ADMISSION TO TRADING APPLICATION
The Final Terms dated on or about the relevant Issue Date comprised the Final Terms required to list and have admitted to trading the issue of Notes described herein pursuant to the €40,000,000,000 Programme for the issue of Notes of the Issuer.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. None of the Trustee, Paying Agents, Administration Agent, Registrar, Transfer Agent, Calculation Agent, the Custodian, Arranger, Dealers or Portfolio Manager accept responsibility for the information contained in this document.
This document is hereby executed by or on behalf of the Issuer.
Vespucci Structured Financial Products p.l.c.
By: .................................................. Authorised Signatory
PART B OTHER INFORMATION
1 LISTING
(i) Listing: Irish Stock Exchange p.l.c.
(ii) Admission to trading:
Application has been made for the Notes to be admitted to trading on the Main Securities Market of the Irish Stock Exchange with effect from the relevant Issue Date.
2. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the offer
See “Use of Proceeds and Expenses” wording in Base Prospectus
(ii) Estimated net proceeds
Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading
(iii) Estimate of total expenses related to admission to trading:
EUR 600
3. NOTIFICATION
Not Applicable
4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in “Subscription and Sale” in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
5. YIELD (Fixed Rate Notes only)
Not Applicable
6. OPERATIONAL INFORMATION
ISIN Code: XS1279453903
Common Code: 27945390
CUSIP Number: 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
Delivery: Delivery free of payment
Names and addresses of additional Paying Agent(s) (if any):
Not Applicable
7. GENERAL
The aggregate principal amount of Notes issued has been translated into euro at the rate of EUR/[● ] [●], producing a sum of (for Notes not denominated in euro):
Not Applicable
Tradeable Amount: USD 2,000
8. SPECIFIC CHARGED ASSETS
Not Applicable
9. DISTRIBUTION
(i) Method of Distribution Non-syndicated
(ii) If syndicated:
(i) Names and addresses of Managers and underwriting commitments:
(ii) Date of [Subscription] Agreement:
(iii) Stabilising Manager(s) if any:
Not Applicable
Not Applicable
Not Applicable
(iii) If non-syndicated, name of Dealer: KBC Bank NV, Havenlaan 2, B-1080 Brussels,
Belgium (iv) Indication of the overall amount of the
underwriting commission and of the placing commission
EUR 600
(v) U.S. selling restrictions: TEFRA C
(vi) Non-exempt Offer: Not Applicable
10. TERMS AND CONDITIONS OF THE OFFER
(i) Offer Price: Issue Price
(ii) Conditions to which the offer is subject: Not Applicable
(iii) The time period, including any possible amendments, during which the offer will be open and description of the
Not Applicable
application process:
(iv) Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
Not Applicable
(v) Details of the minimum and/or maximum amount of application:
Not Applicable
(vi) Details of the method and time limits for paying up and delivering the Notes:
Not Applicable
(vii) Manner in and date on which results of the offer are to be made public:
Not Applicable
(viii) Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:
Not Applicable
(ix) Whether tranche(s) have been reserved for certain countries:
Qualified investors (as defined in the Prospectus Directive) in Belgium and Luxembourg only
(x) If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche.
Not Applicable
(xi) Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:
Not Applicable
(xii) Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
Not Applicable
(xiii) Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place:
KBC Bank NV, Havenlaan 2, B-1080 Brussels, Belgium
