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ANÁLISIS DE BODEGAS MENDOCINAS

In document ¿Qué significa internacionalizarse? (página 95-127)

CAPÍTULO III: CASOS LOCALES

3. ANÁLISIS DE BODEGAS MENDOCINAS

The following overview does not purport to be complete and is taken from, and is qualified in its entirety by, the remainder of this Prospectus and, in relation to the terms and conditions of any particular Tranche of Notes, the applicable Final Terms. Words and expressions defined or used in “Terms and Conditions of the Notes” below shall have the same meanings in this overview. The Issuer and Erste Bank may agree with any Dealer that Notes may be issued in a form other than that contemplated in “Terms and Conditions of the Notes” herein, in which event (in the case of listed or publicly offered Notes only) a supplementary Prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes.

Capitalised terms used but not defined in this Overview shall bear the meanings ascribed thereto in the Terms and Conditions of the Notes herein.

Issuer Erste Capital Finance (Jersey) Tier 1 PC

Company Erste Capital Finance (Jersey) PCC

Support Agreement Provider Erste Bank der oesterreichischen Sparkassen AG

Description Programme for the issue of Perpetual Subordinated Notes.

Size Up to €1,000,000,000 (or the equivalent in other currencies at

the date of issue) aggregate principal amount of Notes outstanding at any one time.

Arranger BNP Paribas.

Dealers BNP Paribas and Erste Bank.

The Issuer and Erste Bank may from time to time appoint dealers in respect of one or more Tranches. References in this Prospectus to “Dealers” are to all persons appointed as a dealer in respect of one or more Tranches.

Fiscal Agent BNP Paribas Securities Services, Luxembourg Branch

Paying and Transfer Agents Erste Bank der oesterreichischen Sparkassen AG and BNP Paribas Securities Services, Luxembourg Branch

Registrar BNP Paribas Securities Services, Luxembourg Branch

Method of Issue Notes will be issued on a syndicated or a non-syndicated basis. The Notes will be issued in series (each a “Series”) having one or more issue dates and on terms otherwise identical (or identical other than in respect of the first payment of interest), the Notes of each Series being intended to be interchangeable with all other Notes of that Series. Each Series may be issued in tranches (each a “Tranche”) on the same or different issue dates. The specific terms of each Tranche (which will be supplemented, where necessary, with supplemental terms and conditions and, save in respect of the issue date, issue price, first payment of interest and principal amount of the Tranche, will be identical to the terms of other Tranches of the same Series) will be set out in a final terms supplement to this Prospectus (the “Final Terms”).

Redenomination, renominalisation and/or reconventioning

Notes denominated in a currency that may be redenominated into euro may, following the giving of notice by the Issuer and Erste Bank to the Noteholders, the Fiscal Agent, Euroclear, Clearstream, Luxembourg and/or OeKB, be subject to redenomination, renominalisation, reconventioning and/or consolidation with other Notes then denominated in euro as may be specified in the Final Terms.

Issue Price Notes may be issued at their principal amount or at a discount or premium to their principal amount.

Form of Notes The Notes may be issued in bearer form (“Bearer Notes”) or in registered form (“Registered Notes”). Each Tranche of Bearer Notes will be represented on issue by a temporary Global Note if (i) definitive Notes are to be made available to Noteholders following the expiry of 40 days after their issue date or (ii) such Notes have an initial maturity of more than one year and are being issued in compliance with the D Rules (as defined in “Overview of the Programme — Selling Restrictions”), otherwise such Tranche will be represented by a permanent Global Note. Registered Notes will be represented by Certificates, one Certificate being issued in respect of each Noteholder’s entire holding of Registered Notes of one Series. Certificates representing Registered Notes that are registered in the name of one holder or a nominee for one or more clearing systems are referred to as “Global Certificates”.

Clearing Systems Euroclear and Clearstream, Luxembourg or OeKB and, in relation to any Tranche, such other clearing system as may be agreed between the Issuer, Erste Bank, the Fiscal Agent and the relevant Dealer.

Initial Delivery of Notes On or before the issue date for each Tranche, the Global Note representing Bearer Notes or the Global Certificate representing Registered Notes may be deposited with a common depositary for Euroclear and Clearstream, Luxembourg or OeKB or a depositary for OeKB. Global Notes or Global Certificates may also be deposited with any other clearing system or may be delivered outside any clearing system provided that the method of such delivery has been agreed in advance by the Issuer, Erste Bank, the Fiscal Agent and the relevant Dealer. Registered Notes that are to be credited to one or more clearing systems on issue will be registered in the name of nominees or a common nominee for such clearing systems.

Currencies Subject to compliance with all relevant laws, regulations and directives, Notes may be issued in any currency if the Issuer, Erste Bank and the relevant Dealers so agree.

No Maturity The Notes will be perpetual and, therefore, will not have a maturity date.

specified in Part A of the relevant Final Terms save that the minimum denomination shall be €1,000 (or its equivalent in any other currency as at the date of issue of the Notes).

Fixed Interest Rate Notes Fixed interest will be payable in arrear on the date or dates in each year specified in Part A of the relevant Final Terms and subject to Condition 5 of the Terms and Conditions of the Notes.

Floating Rate Notes Floating Rate Notes will, subject to Condition 5 of the Terms and Conditions of the Notes, bear interest set separately for each Series:

(i) on the same basis as the floating rate under a notional interest rate swap transaction in the relevant Specified Currency governed by an agreement incorporating the ISDA Definitions (as defined in the Terms and Conditions of the Notes); or

(ii) by reference to LIBOR, EURIBOR or Euro-ISDA Swap Rate (or such other benchmark as may be specified in Part A of the relevant Final Terms) as adjusted for any applicable margin.

Interest periods will be specified in Part A of the relevant Final Terms.

Other Notes Terms applicable to step-up Notes, dual currency Notes and any other type of Note that the Issuer and any Dealer may agree to issue under the Programme will be set out in the relevant Final Terms and/or Supplemental Prospectus.

Interest Periods and Interest Rates The length of the interest periods for the Notes and the applicable interest rate or its method of calculation may differ from time to time or be constant for any Series. Notes may have a maximum interest rate, a minimum interest rate or both. The use of interest accrual periods permits the Notes to bear interest at different rates in the same interest period. All such information will be set out in Part A of the relevant Final Terms.

Redemption / Optional Redemption The Notes will be perpetual securities in respect of which there will be no fixed redemption date. If the applicable Final Terms indicate that the Issuer has the right to call the Notes (an optional call right), then, subject to the prior consent of Erste Bank, the Notes will be redeemable at the option of the Issuer upon giving notice within the notice period (if any) indicated in the applicable Final Terms to the holders of the Notes on the date or dates, at the price and on such terms as indicated in the applicable Final Terms.

The Notes are also redeemable for certain tax reasons (including if the Issuer is required to make additional (gross-up) payments) and capital adequacy reasons in accordance with the

Terms and Conditions of the Notes.

Notes which are redeemed must be substituted by capital of equal or better quality (Kapital gleicher oder besserer

Qualität), unless the FMA determines that Erste Bank and the

Credit Institute Group have sufficient Own Funds required for an adequate risk coverage even after repayment of the Notes. “Own Funds” and “Credit Institute Group” bear the meanings given to them in the Terms and Conditions of the Notes. Status of the Notes and the Support

Agreement

The Notes will constitute direct, unsecured and subordinated obligations of the Issuer and will be subordinated to all present and future senior and other unsubordinated and subordinated debt obligations of the Issuer (save for subordinated debt obligations which rank or are expressed to rank pari passu with the Notes). The Notes will be limited recourse obligations of the Issuer. Principal and interest will be payable solely from the Issuer’s Available Funds and no debt will be owed to Noteholders in respect of any Shortfall. Noteholders are not entitled to take action to recover such Shortfall and failure by the Issuer to make any payment in respect of any Shortfall will not constitute a default, all as described in “Terms and Conditions of the Notes — Status of the Notes”. Erste Bank’s obligations under the Support Agreement constitute direct, unsecured and subordinated obligations of Erste Bank and will be subordinated to all present and future senior and other unsubordinated and subordinated debt obligations of Erste Bank (save for subordinated debt obligations which rank or are expressed to rank pari passu with the Notes or Erste Bank’s obligations under the Support Agreement).

Withholding Tax All payments of principal and interest in respect of the Notes will be made free and clear of withholding taxes in Jersey and Austria, subject to customary exceptions as described in “Terms and Conditions of the Notes — Taxation”.

Governing Law The Notes will be governed by and construed in accordance with English law, save that the determination of Distributable Funds shall be construed in accordance with Austrian law. The Support Agreement will be governed by and construed in accordance with English law save that the provisions concerning the ranking of the Support Agreement will be governed by and construed in accordance with Austrian law.

Listing Application has been made to the Vienna Stock Exchange and

the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the Markets and Notes will be admitted to one or more of those Markets unless otherwise specified in Part A of the relevant Final Terms. References to listing shall be construed accordingly.

Notes is rated, such rating will be specified in the relevant Final Terms. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, revision or withdrawal at any time by the assigning rating agency.

Selling Restrictions United States, European Economic Area, United Kingdom, Jersey, Germany, The Netherlands, Japan and such other restrictions as may be required in connection with a particular issue. See “Subscription and Sale”.

The Notes to be offered and sold will be subject to the restrictions of Category 2 for the purposes of Regulation S under the Securities Act.

The Notes will be issued in compliance with U.S. Treas. Reg. §1.163-5(c)(2)(i)(D) (the “D Rules”) unless (i) the relevant Final Terms states that Notes are issued in compliance with U.S. Treas. Reg. §1.163-5(c)(2)(i)(C) (the “C Rules”) or (ii) the Notes are issued other than in compliance with the D Rules or the C Rules but in circumstances in which the Notes will not constitute “registration required obligations” under the United States Tax Equity and Fiscal Responsibility Act of 1982 (“TEFRA”), which circumstances will be referred to in the relevant Final Terms as a transaction to which TEFRA is not applicable.

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