FORTUM OYJ (Incorporated with Limited Liability in Finland)
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BASE PROSPECTUS FORTUM OYJ (incorporated with limited liability in Finland) €8,000,000,000 Euro Medium Term Note Programme Application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"), which is the Luxembourg competent authority for the purpose of Directive 2003/71/EC, as amended (which includes the amendments made by Directive 2010/73/EU (the "2010 PD Amending Directive") to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area) (the "Prospectus Directive") and relevant implementing measures in Luxembourg, to approve this document as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in Luxembourg for the purpose of giving information with regard to the issue of notes in bearer and/or registered form (respectively, "Bearer Notes" and "Registered Notes" and together the "Notes") issued under this €8,000,000,000 Euro Medium Term Note Programme (the "Programme") described in this Base Prospectus during the period of twelve months after the date hereof. Pursuant to Article 7(7) of the Luxembourg law dated 10 July 2005 on prospectuses for securities (as amended), by approving this Base Prospectus, the CSSF assumes no responsibility as to the economic and financial soundness of the transactions contemplated under this Base Prospectus or the quality or the solvency of the Issuer. Application has been made for Notes issued under the Programme to be admitted to listing on the official list and to trading on the Regulated Market of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's Regulated Market is a regulated market for the purposes of the Market and Financial Instruments Directive 2004/39/EC. The Programme also permits Notes to be issued on the basis that they will be admitted to listing, trading and/or quotation by such other or further listing authorities, stock exchanges and/or quotation systems as may be agreed with Fortum Oyj (the "Issuer"). This Base Prospectus constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus Directive. Factors which could be material for the purposes of assessing the risks associated with the Notes issued under the Programme are set out under "Risk Factors" on pages 4 to 19 of this Base Prospectus. The Programme has been rated "A-" by Fitch Ratings Limited ("Fitch") and "A-" by Standard & Poor's Credit Market Services Ltd ("S&P"). Tranches of Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, such rating will not necessarily be the same as the ratings assigned to the Programme. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Each of Fitch and S&P is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). As such each of Fitch and S&P is included in the list of credit rating agencies published by the European Securities and Markets Authority ("ESMA") on its website, www.esma.europa.eu/page/List-registered-and- certified-CRAs, in accordance with the CRA Regulation. Arranger Citigroup Dealers Barclays Citigroup Deutsche Bank Nordea SEB The Royal Bank of Scotland Dated 22 May 2013 133532-5-986-v0.39 - i- 70-40548196 CONTENTS Page IMPORTANT NOTICES ............................................................................................................................. 1 RISK FACTORS .......................................................................................................................................... 4 GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................. 20 INFORMATION INCORPORATED BY REFERENCE .......................................................................... 24 SUPPLEMENT TO THE BASE PROSPECTUS ...................................................................................... 26 USE OF PROCEEDS ................................................................................................................................. 27 FORMS OF THE NOTES .......................................................................................................................... 28 TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 31 FORM OF FINAL TERMS ........................................................................................................................ 55 OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM .............. 64 DESCRIPTION OF THE ISSUER............................................................................................................. 66 TAXATION ............................................................................................................................................... 81 SUBSCRIPTION AND SALE ................................................................................................................... 85 GENERAL INFORMATION .................................................................................................................... 88 133532-5-986-v0.39 - ii - 70-40548196 IMPORTANT NOTICES This Base Prospectus should be read and construed together with any supplements hereto and with any other documents deemed to be incorporated by reference herein and, in relation to any Tranche (as defined herein) of Notes, should be read and construed together with the relevant Final Terms (as defined herein). The Issuer accepts responsibility for the information contained in this Base Prospectus and the Final Terms for each Tranche of Notes issued under the Programme. The Issuer declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Base Prospectus is in accordance with the facts and contains no omission likely to affect its import. The Issuer has confirmed to the Dealers named under "Subscription and Sale" below that this Base Prospectus (including for this purpose, each relevant Final Terms) contains all information which is (in the context of the Programme, the issue, offering and sale of the Notes) material; that such information is true and accurate in all material respects and is not misleading in any material respect; that any opinions, predictions or intentions expressed herein are honestly held or made and are not misleading in any material respect; that this Base Prospectus does not omit to state any material fact necessary to make such information, opinions, predictions or intentions (in the context of the Programme, the issue and offering and sale of the Notes) not misleading in any material respect; and that all proper enquiries have been made to verify the foregoing. No person has been authorised to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other document entered into in relation to the Programme or any information supplied by the Issuer in connection with the Programme or the issue of any Notes and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuer, the Trustee or any Dealer. No representation or warranty is made or implied by the Dealers or the Trustee or any of their respective affiliates, and neither the Dealers, the Trustee nor any of their respective affiliates makes any representation or warranty or accepts any responsibility as to the accuracy or completeness of the information contained in this Base Prospectus. Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication that the information contained in this Base Prospectus is true subsequent to the date hereof or the date upon which this Base Prospectus has been most recently amended or supplemented or that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the condition (financial or otherwise) of the Issuer since the date thereof or, if later, the date upon which this Base Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. The Issuer, the Dealers and the Trustee do not represent that this Base Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. With the exception of the approval by the CSSF of this Base Prospectus as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in Luxembourg, no action has been taken by the Issuer, the Dealers or the Trustee which would permit a public offering of any Notes or distribution of this Base Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold,