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Xstrata Finance (Dubai)

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Xstrata Finance (Dubai) BASE PROSPECTUS Xstrata Finance (Dubai) Limited (guaranteed on a senior, unsecured and joint and several basis by Xstrata plc, Xstrata (Schweiz) AG, Xstrata Finance (Canada) Limited and Xstrata Canada Financial Corp.) Xstrata Finance (Canada) Limited (guaranteed on a senior, unsecured and joint and several basis by Xstrata plc, Xstrata (Schweiz) AG, Xstrata Finance (Dubai) Limited and Xstrata Canada Financial Corp.) Xstrata Canada Financial Corp. (guaranteed on a senior, unsecured and joint and several basis by Xstrata plc, Xstrata (Schweiz) AG, Xstrata Finance (Dubai) Limited and Xstrata Finance (Canada) Limited) U.S.$8,000,000,000 Euro Medium Term Note Programme Under this U.S.$8,000,000,000 Euro Medium Term Note Programme as described in this Base Prospectus (the ³Programme´), Xstrata Finance (Dubai) Limited (³Xstrata Dubai´), Xstrata Finance (Canada) Limited (³Xstrata Canada´) and Xstrata Canada Financial Corp. (³Xstrata CFC´) (each an ³Issuer´ and together the ³Issuers´) may from time to time issue notes (³Notes´) denominated in any currency agreed between the relevant Issuer and the relevant Dealers (as defined below). Notes issued by Xstrata Dubai will, subject to the limitations described in Part I ²³Risk Factors ² Risks related to the Notes and the Guarantees ² Risks related to Notes generally ² Limitations in respect of Xstrata Schweiz Guarantee´ and Part VI ²³Terms and Conditions of the Notes ² Guarantee´, be fully and unconditionally guaranteed on a senior, unsecured and joint and several basis by Xstrata plc (³Xstrata´), Xstrata (Schweiz) AG (³Xstrata Schweiz´), Xstrata Canada and Xstrata CFC. Notes issued by Xstrata Canada will be fully and unconditionally guaranteed on a senior, unsecured and joint and several basis by Xstrata, Xstrata Schweiz, Xstrata Dubai and Xstrata CFC. Notes issued by Xstrata CFC will be fully and unconditionally guaranteed on a senior, unsecured and joint and several basis by Xstrata, Xstrata Schweiz, Xstrata Dubai and Xstrata Canada. References in this Base Prospectus to ³relevant Guarantors´ are to Xstrata, Xstrata Schweiz, Xstrata Canada and Xstrata CFC in respect of Notes issued by Xstrata Dubai, to Xstrata, Xstrata Schweiz, Xstrata Dubai and Xstrata CFC in respect of Notes issued by Xstrata Canada and to Xstrata, Xstrata Schweiz, Xstrata Dubai and Xstrata Canada in respect of Notes issued by Xstrata CFC. References in this Base Prospectus to the ³Guarantors´ are to Xstrata, Xstrata Schweiz, Xstrata Dubai, Xstrata Canada and Xstrata CFC. The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed U.S.$8,000,000,000 (or its equivalent in other currencies calculated as described in the Dealer Agreement described herein) subject to any increase as described herein. The Notes may be issued on a continuing basis to one or more of the Dealers specified under ³Overview of the Programme´ and any additional Dealer appointed under the Programme from time to time by the Issuers (each a ³Dealer´ and together the ³Dealers´), which appointment may be for a specific issue or on an on-going basis. References in this Base Prospectus to the ³relevant Dealers´ shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to the Dealer or Dealers agreeing to subscribe for such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see Part I ²³Risk Factors´. Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (³FSMA´) (the ³U.K. Listing Authority´) for Notes issued under the Programme during the period of 12 months from the date of this Base Prospectus to be admitted to the Official List of the U.K. Listing Authority (the ³Official List´) and to London Stock Exchange plc (the ³London Stock Exchange´) for such Notes to be admitted to trading on the London Stock Exchange¶s Regulated Market (the ³Market´). References in this Base Prospectus to Notes being ³listed´ (and all related references) shall mean that such Notes have been admitted to the Official List and to trading on the Market. The Market is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under Part VI ²³Terms and Conditions of the Notes´) of Notes will be set out in a final terms supplement (the ³Final Terms´) which, with respect to Notes to be admitted to the Official List and admitted to trading on the Market, will be delivered to the U.K. Listing Authority and the London Stock Exchange on or before the date of issue of the Notes of such Tranche. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the relevant Issuer, the relevant Guarantors and the relevant Dealers. The relevant Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. The relevant Final Terms in respect of the issue of any Notes will specify whether or not such Notes will be admitted to the Official List and admitted to trading on the Market (or any other stock exchange). The relevant Issuer and the relevant Guarantors may agree with the relevant Dealers and the Trustee (as defined herein) that Notes may be issued in a form not contemplated by the terms and conditions contained herein, in which event a supplementary prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes. Xstrata has a long term issuer rating of Baa2 by Moody¶s Investors Service Limited (³Moody¶V´) and a long term rating of BBB+ and a short term rating of A-2 by Standard & Poor¶s Credit Market Services Europe Limited (³Standard & Poor¶V´). The Programme has been rated Baa2 by Moody¶s and BBB+/A-2 by Standard & Poor¶s. Each of Moody¶s and Standard & Poor¶s is established in the European Union and registered under Regulation (EC) No 1060/2009 (as amended) on credit rating agencies. Notes issued pursuant to the Programme may be rated or unrated. Where an issue of Notes is rated, its rating will not necessarily be the same as the rating applicable to the Programme and the 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, change or withdrawal at any time by the assigning rating agency. Arranger for the Programme Deutsche Bank Dealers Barclays BNP PARIBAS Citigroup Commerzbank Crédit Agricole CIB Deutsche Bank HSBC J.P. Morgan Cazenove Lloyds Bank Mitsubishi UFJ Securities The Royal Bank of Scotland Santander Global Banking & Markets The date of this Base Prospectus is 7 November 2012 and it replaces the Base Prospectus dated 15 April 2010. Definitions of certain terms used in this Base Prospectus are set out in Annex I ²³Definitions and Glossary of Technical Terms´. This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive. For the purpose of this Base Prospectus, the expression ³Prospectus 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 each Member State of the European Economic Area (each, a ³Relevant Member State´) and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. Each Issuer and each Guarantor accepts responsibility for the information contained in this Base Prospectus and the Final Terms. To the best of the knowledge and belief of the Issuers and the Guarantors (which have 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 does not omit anything likely to affect the import of such information. This Base Prospectus should be read and construed in conjunction with any amendment or supplement thereto and with any other information incorporated by reference (see Part IV ² ³Information Incorporated by Reference´) and, in relation to any Series (as defined herein) of Notes, should be read and construed together with the relevant Final Terms. Copies of Final Terms will be available from the registered office of the relevant Issuer and the specified office set out below of each of the Paying Agents (as defined below). Each Issuer and each Guarantor has confirmed to the dealers named under ³Subscription and Sale´ below that the statements contained in this Base Prospectus are in every material particular true and accurate and not misleading; that this Base Prospectus does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made in this Base Prospectus, in the light of the circumstances under which they are made, not misleading; that the opinions and intentions expressed in this Base Prospectus are honestly held, have been reached after considering all relevant circumstances and are based on reasonable assumptions; that there are no other facts in relation to the information contained in, or incorporated by reference into, this Base Prospectus the omission of which would, in the context of the issue and offering of the Notes, make any statement in this Base Prospectus misleading in any material respect; and that all reasonable enquiries have been made to ascertain such facts and to verify the accuracy of all such information and statements.
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