The Final Terms in respect of each Tranche of Notes will be in the following form, duly completed to reflect the particular terms of the relevant Notes and their issue. Text in this section appearing in italics does not form part of the form of Final Terms but denotes directions for completing the Final Terms.
Final Terms dated [ ]
Criteria CaixaHolding, S.A., Sociedad Unipersonal (incorporated as a public limited company)
Issue of
[Aggregate Nominal Amount of Tranche] [Title of Notes]
Under the €3,000,000,000
Euro Medium Term Note Programme
PART A- CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated [ ] [and the supplemental Base Prospectus[es] dated [ ]] which [together] constitute[s] a base prospectus (the “Base Prospectus”) for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive), as amended. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus [as so supplemented]. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. For the purpose of article 14 of the Prospectus Directive, the Base Prospectus and these Final Terms are published on the website of the CNMV (www.cnmv.es).
[Include whichever of the following apply or specify as "Not Applicable". Note that the numbering should remain as set out below, even if "Not Applicable" is indicated for individual paragraphs or subparagraphs. Italics denote directions for completing the Final Terms.]
1. Issuer: Criteria CaixaHolding, S.A., Sociedad Unipersonal
2. (i) Series Number: [ ] (ii) Tranche Number: [ ] [(iii) Date on which the Notes will be
consolidated and form a single Series:
[Not applicable. / The Notes will be consolidated and form a single Series with [identify earlier Tranches] on [the Issue
3. Specified Currency or Currencies: [ ] 4. Aggregate Nominal Amount:
(i) Series: [ ] (ii) Tranche: [ ]
5. Issue Price: [ ] per cent. of the Aggregate Nominal Amount [plus accrued interest from []]
6. (i) Specified Denominations: [ ] (ii) Calculation Amount: [ ] 7. (i) Issue Date: [ ]
(ii) Interest Commencement Date: [[]/Issue Date/Not Applicable] 8. Maturity Date: []
9. Interest Basis: [[ ] per cent. Fixed Rate]
[[[ ] month [LIBOR/EURIBOR]] +/- [ ] per cent. Floating Rate] [Zero Coupon]
(see paragraph 14/15/16 below)
10. Redemption Basis: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at [ ] per cent. of their nominal amount. [In any case, no Notes shall be redeemed below par.]
11. Change of Interest Basis: [Specify the date when any fixed to floating rate change occurs or cross refer to paragraphs 14 and 15 below and identify there][Not Applicable]
12. Put/Call Options: [Investor Put] [Issuer Call] [Not Applicable]
[(see paragraph 17/18 below)]
13. (i) Status of the Notes: Senior Unsecured (ii) Date [Board] approval for
(N.B. Only relevant where Board (or similar) authorisation is required for the particular tranche of Notes)
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14. Fixed Rate Note Provisions [Applicable/Not Applicable]
(If not applicable, delete the remaining subparagraphs of this paragraph)
(i) Rate(s) of Interest: [ ] per cent. per annum payable in arrear on each Interest Payment Date
(ii) Interest Payment Date(s): [ ] in each year [ up to and including the Maturity Date]
(Amend appropriately in the case of irregular coupons)
(iii) Fixed Coupon Amount(s): [ ] per Calculation Amount
(iv) Broken Amount(s): [[ ] per Calculation Amount, payable on the Interest Payment Date falling [in/on] [ ]][Not Applicable]
(Insert particulars of any initial or final broken interest amounts which do not correspond with the Fixed Coupon Amount)
(v) Day Count Fraction: [ ]
(vi) [Determination Date(s): [[ ] in each year][Not Applicable]
(Only relevant where Day Count Fraction is Actual/Actual (ICMA). In such a case, insert regular interest payment dates, ignoring issue date or maturity date in the case of a long or short first or last coupon)
15. Floating Rate Note Provisions [Applicable/Not Applicable]
(If not applicable, delete the remaining subparagraphs of this paragraph)
(ii) Interest Payment Dates: [ ]
(iii) Interest Period Date: [ ]
(Not applicable unless different from Interest Payment Date)
(iv) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/ Preceding Business Day Convention] [Not Applicable]
(v) Manner in which the Rate(s) of Interest is / are to be determined
[Screen Rate Determination/ISDA Determination]
(vi) Calculation Agent: [ ]
(vii) Description of the Reference Rate: [ ]
(viii) Screen Rate Determination:
Reference Rate: [ ] month [LIBOR/EURIBOR]
Interest Determination Date(s):
[ ]
Relevant Screen Page: [ ]
(ix) ISDA Definitions: means the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association [include alternative definitions, if applicable.]
(x) ISDA Determination:
Floating Rate Option: [ ]
Designated Maturity: [ ]
Reset Date: [ ]
(In the case of a LIBOR or EURIBOR based option, the first day of the Interest Period)
(xi) Margin(s): [+/-] [ ] per cent. per annum (xii) Minimum Rate of Interest: [ ] per cent. per annum (xiii) Maximum Rate of Interest: [ ] per cent. per annum (xiv) Day Count Fraction: [ ]
16. Zero Coupon Note Provisions [Applicable/Not Applicable]
(If not applicable, delete the remaining subparagraphs of this paragraph)
(i) Amortisation Yield: [ ] per cent. per annum (ii) Day Count Fraction in relation to
Early Redemption Amounts:
[
] PROVISIONS RELATING TO REDEMPTION17. Call Option: [Applicable/Not Applicable]
(If not applicable, delete the remaining subparagraphs of this paragraph)
(i) Optional Redemption Date(s): [ ]
(ii) Optional Redemption Amount(s) of
each Note: [ ] per Calculation Amount
(iii) If redeemable in part:
(a) Minimum Redemption
Amount: [ ] (b) Maximum Redemption
Amount: [ ]
(iv) Notice periods: Minimum period: [ ] days Maximum period: [ ] days
(N.B. When setting notice periods, the Issuer is advised to consider the practicalities of distribution of information through
intermediaries, for example, clearing, as well as any other notice requirements which may apply.)
18. Put Option: [Applicable/Not Applicable]
(If not applicable, delete the remaining subparagraphs of this paragraph)
(i) Optional Redemption Date(s): [ ]
(ii) Optional Redemption Amount: [ ] per Calculation Amount
(iii) Notice periods: Minimum period: [ ] days Maximum period: [ ] days
(N.B. When setting notice periods, the Issuer is advised to consider the practicalities of distribution of information through
intermediaries, for example, clearing, as well as any other notice requirements which may apply.)
19. Final Redemption Amount: [ ] per Calculation Amount 20. Early Redemption Amount payable on
redemption for taxation reasons or upon the occurrence of an Event of Default:
[ ] per Calculation Amount
GENERAL PROVISIONS APPLICABLE TO THE NOTES 21. Form of Notes:
(i) Form: Book-Entry Notes: Uncertificated, dematerialised book-entry form notes (anotaciones en cuenta) registered with
Iberclear as managing entity of the Spanish Central Registry.
22. Financial Centre(s):
(i) Principal Financial Centre: (ii) Additional Financial Centre(s):
[Not Applicable/give details]
[ ] [ ]
PART B – OTHER INFORMATION
1. LISTING AND ADMISSION TO TRADING(i) Listing and Admission to trading [Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on [AIAF/other regulated market] with effect from [ ].] [Application is expected to be made by the issuer (or on its behalf) for the Notes to be admitted to trading on [AIAF/other regulated market] with effect from [30 days after the Issue Date/ other time period].]
(Where documenting a fungible issue need to indicate that original Notes are already admitted to trading.)
(ii) Estimate of total expenses related to admission to trading: [ ] 2. RATINGS
Ratings: [Not Applicable] [The Notes to be issued [[have been]/[are expected to be]] rated]/[The following ratings reflect ratings assigned to Notes of this type issued under the Programme generally]:
[insert details]] by [insert the legal name of the relevant credit rating agency entity(ies), and associated defined terms.].
[Each of [insert defined terms for rating agencies] is established in the European
Union and is registered under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation).]
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE [Save for any fees payable to [], as far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. [] and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business] – [Amend as appropriate and include if there are other interests or none at all.]
4. YIELD Indication of yield:
[Fixed Rate Notes only:]
[ ]
[The yield is calculated at the Issue Date by [insert method of yield calculation] on the basis
of [insert yield calculation hypothesis]. It is not
an indication of future yield.]]
5. OPERATIONAL INFORMATION
(i) ISIN Code: [ ]
(ii) Common Code: [Not Applicable/give details]
(iii) Any clearing system(s) other than, Iberclear and the relevant identification number(s):
[Not Applicable/give name(s) and number(s)]
(iv) Delivery: [Delivery against payment]
6 DISTRIBUTION
(i) Method of Distribution: [Syndicated/Non-syndicated]
(ii) If syndicated:
(A) Names of Dealers:
(B) Stabilisation Manager(s), if any:
[Not Applicable/give names]
[Not Applicable/give names]
(iii) If non-syndicated, name of Dealer: [Not Applicable/give names]
(iv) U.S. Selling Restrictions:
[Reg S Compliance Category 1/2]
7. NOTEHOLDERS’ SYNDICATE AND APPOINTMENT OF THE COMMISSIONERIn accordance with Condition 12 (Syndicate of Noteholders and Modification) of the Base
Prospectus, and for this issue of securities, [ ], of legal age, holding Tax Identification Number (NIF) [ ] and with domicile at [ ] is hereby appointed as Commissioner. [ ]
appears in his/her own name for the sole purposes of accepting such appointment. 8. REGULATIONS OF THE SYNDICATE OF NOTEHOLDERS
(N.B. attach Regulations for the Syndicate of Noteholders included in the Terms and
All the pages of these Final Terms have been duly initialled and signed in [ ], this [ ]. Signed on behalf of Criteria CaixaHolding, S.A.,
Sociedad Unipersonal:
________________________________________ [_] [Insert position of signee 1]
________________________________________ [_] [Insert position of signee 2, if applicable]
________________________________________ [_] Commissioner