1 Brisa – Concessão Rodoviária, S.A. (Incorporated with Limited Liability Under the Laws of Portugal) Euro 3,000,000,000
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Brisa – Concessão Rodoviária, S.A. (incorporated with limited liability under the laws of Portugal) Euro 3,000,000,000 Euro Medium Term Note Programme Base Prospectus Under this Euro 3,000,000,000 Euro Medium Term Note Programme (the “Programme”), Brisa - Concessão Rodoviária, S.A. (the “Issuer” or the “Concessionaire”) may from time to time issue notes (the “Notes”) denominated in any currency agreed between the Issuer and the relevant Dealer or Dealers (as defined below) subject to applicable legal and regulatory central bank and securities authority requirements. The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed Euro 3,000,000,000 (or its equivalent in other currencies calculated as described herein), subject to increase as described herein. Application has been made to the Commission de Surveillance du Secteur Financier (the “CSSF”) in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) to approve this document as a base prospectus in relation to the Issuer. The CSSF assumes no undertaking as to the economical and financial soundness of the information contained herein and the quality or solvency of the Issuer, pursuant to the provisions of article 7(7) of the Luxembourg Law dated 10 July 2005 on prospectuses for securities (implementing Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 and amendment thereto, including Directive 2010/73/EU (the “Prospectus Directive”)). Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the Bourse de Luxembourg, which is the regulated market of the Luxembourg Stock Exchange and to be listed on the Official List of the Luxembourg Stock Exchange. The Bourse de Luxembourg is a regulated market for the purposes of Directive 2004/39/EC. This base prospectus (the “Base Prospectus”) comprises a base prospectus for the purposes of article 5(4) of the Prospectus Directive. The Notes will be issued in dematerialised book-entry form (forma escritural) integrated in and held through Interbolsa – Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A. (“Interbolsa”), as operator of the Portuguese central securities clearing system (Central de Valores Mobiliários or “CVM”) and can either be registered notes (nominativas) (in which case Interbolsa, at the request of the Issuer, can ask the Affiliate Members of Interbolsa for information regarding the identity of the Noteholders and transmit such information to the Issuer) or bearer notes (ao portador) (in which case Interbolsa cannot inform the Issuer of the identity of the Noteholders). CVM currently has links in place with Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme, Luxembourg (“Clearstream”) through accounts held by Euroclear and Clearstream with the Affiliate Members of Interbolsa (as described below). The Notes will benefit from security granted by the Issuer and Brisa – Concessão Rodoviária, SGPS, S.A. (the “Parent”) in the terms set out in the Terms and Conditions of the Notes. In particular, investors should also see, in particular the section “Overview of Certain Transaction Documents – Security Agreement”. The Programme also permits Notes to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer. The Notes have not and will not be registered under the United States Securities Act of 1933 (the “Securities Act”) and, subject to certain exceptions, may not be offered, sold or delivered within the United States or to or for the account or benefit of, U.S. persons. An investment in the Notes involves certain risks. For discussion of these risks, see “Risk Factors” beginning on page 18 of this Base Prospectus. Investors should see, in particular, the “Terms and Conditions of the Notes” beginning on page 126 and “Taxation” beginning on page 171 in respect of procedures to be followed to receive payments under the Notes (as defined below). Noteholders are required to take affirmative action as described herein in order to receive payments on the Notes free from Portuguese withholding tax. Noteholders must rely on the procedures of Interbolsa to receive payments under the Notes. Series of Notes to be issued under the Programme will be rated or unrated. Where a Series of Notes is to be rated, such rating will not necessarily be the same as the rating assigned to any Notes already issued. In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under Regulation (EC) No. 1060/2009, as amended (the “CRA Regulation”) and stated in the list of credit rating agencies registered with the European Securities and Market Association (“ESMA”) and published on www.esma.europa.eu, will be disclosed in the Final Terms. Any ratings ascribed to the Notes reflect only the views of Moody’s Investors Service Limited 1 (“Moody’s”), Standard & Poor’s Credit Market Services Europe Limited (“Standard & Poor’s” or “S&P”) and Fitch Ratings Limited (“Fitch” and, together with Moody’s and Standard & Poor’s, the “Rating Agencies”). A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning Rating Agency. Arranger Barclays Dealers Banco Bilbao Vizcaya Argentaria, S.A. Banco BPI, S.A. Banco Popular Portugal, S.A. Banco Santander Totta, S.A. Barclays BNP PARIBAS Caixa – Banco de Investimento Citigroup Deutsche Bank Haitong Bank Millennium Investment Banking Société Générale Corporate and Investment Banking The date of the Base Prospectus is 16 November 2016. 2 TABLE OF CONTENTS SUMMARY ..................................................................................................................................... 4 RISK FACTORS ............................................................................................................................ 19 IMPORTANT NOTICES ................................................................................................................. 36 GENERAL DESCRIPTION OF THE PROGRAMME ........................................................................ 40 INFORMATION INCORPORATED BY REFERENCE ...................................................................... 41 DESCRIPTION OF THE ISSUER, THE PARENT AND THE BRISA GROUP ...................................... 44 OVERVIEW OF CERTAIN TRANSACTION DOCUMENTS.............................................................. 74 FORM OF THE NOTES ............................................................................................................... 104 FORM OF FINAL TERMS ............................................................................................................ 107 TERMS AND CONDITIONS OF THE NOTES ................................................................................ 126 DESCRIPTION OF THE CONCESSION CONTRACT ..................................................................... 163 TAXATION ................................................................................................................................. 171 SUBSCRIPTION AND SALE ......................................................................................................... 179 GENERAL INFORMATION ......................................................................................................... 183 GLOSSARY OF DEFINED TERMS ............................................................................................... 185 INDEX OF DEFINED TERMS ....................................................................................................... 186 3 SUMMARY Summaries are made up of disclosure requirements known as “Elements”. These elements are numbered in Sections A – E (A.1 – E.7). This summary contains all the Elements required to be included in a summary for this type of securities and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of “Not Applicable”. Section A – Introduction and Warnings A.1 Introduction Warning that: • this summary should be read as an introduction to this Base Prospectus; • any decision to invest in the Notes should be based on a consideration of this Base Prospectus as a whole by the investor; • where a claim relating to the information contained in this Base Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating this Base Prospectus before the legal proceedings are initiated; and • civil liability attaches only to those persons who have tabled the summary, including any translation thereof, but only if the summary