CITY of PRAGUE €200,000,000 3.125 Per Cent. Notes Due 2023
Total Page：16
File Type：pdf, Size：1020Kb
SIMPLIFIED PROSPECTUS CITY OF PRAGUE €200,000,000 3.125 per cent. Notes due 2023 The issue price of the €200,000,000 3.125 per cent. Notes due 2023 (the “ Notes ”) issued by the City of Prague (the “Issuer ” or the “ City ” or the “ City of Prague ”) will be 99.417 per cent. of their principal amount. Unless previously redeemed or cancelled, the Notes will be redeemed at their principal amount on July 3, 2023. The Notes will bear interest from July 3, 2013 at the rate of 3.125 per cent. per annum payable annually in arrear on July 3 in each year commencing on July 3, 2014. Payments on the Notes will be made in euro without deduction for or on account of taxes imposed or levied by the Czech Republic to the extent described under ” Taxation ” and “ Terms and Conditions of Notes – Taxation ”. This document constitutes the simplified prospectus for purposes of Chapter 2, Part III of the Luxembourg law on prospectuses for securities dated 10 July 2005, as amended, (the “ Luxembourg Prospectus Act ”). Application has been made for the Notes to be admitted to the official list and traded on the Regulated Market (regulated by Directive 2004/39/EC) of the Luxembourg Stock Exchange (the “LSE ”). By approving this simplified prospectus, the LSE does not give any undertaking as to the economic and financial soundness of the transaction or as to the quality or solvency of the Issuer in accordance with Article 47(5) of the Luxembourg Prospectus Act. An investment in Notes involves certain risks. For a discussion of these risks see “ Risk Factors ”. The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act ”). The Notes are being offered outside the United States by the Joint Lead Managers (as defined herein) in accordance with Regulation S under the Securities Act (“ Regulation S ”), and may not be offered, sold or delivered within the United States or to U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Notes will be in bearer form and issued in denominations of €100,000 and integral multiples of €1,000 in excess thereof. The Notes will initially be in the form of a temporary global note (the “ Temporary Global Note ”), without interest coupons, which will be deposited on or around July 3, 2013 (the “ Closing Date” ) with a common safekeeper for Euroclear Bank S.A./N.V. (“ Euroclear ”) and Clearstream Banking, société anonyme, Luxembourg (“ Clearstream, Luxembourg ”). The Temporary Global Note will be exchangeable, in whole or in part, for interests in a permanent global note (the “ Permanent Global Note ”), without interest coupons, not earlier than 40 days after the Closing Date upon certification as to non U.S. beneficial ownership. Interest payments in respect of the Notes cannot be collected without such certification of non U.S. beneficial ownership. The Permanent Global Note will be exchangeable in certain limited circumstances in whole, but not in part, for Notes in definitive form in the denomination of €100,000 each and integral multiples of €1,000 in excess thereof and with interest coupons attached. See “Summary of Provisions Relating to the Notes in Global Form ”. Joint Lead Managers Československá obchodní banka, a. s. UniCredit Bank Czech Republic, a.s. The date of this simplified prospectus is June 28, 2013. IMPORTANT NOTICE This prospectus (this “Prospectus”) fulfils the requirements for a simplified prospectus pursuant to Chapter 2 of Part III of the Luxembourg Prospectus Act. It does not constitute a prospectus pursuant to Part II of the Luxembourg Prospectus Act implementing Directive 2003/71/EC, as amended, (the “Prospectus Directive”) into law of Luxembourg. Accordingly, this Prospectus does not purport to meet the format and the disclosure requirements of the Prospectus Directive and Commission Regulation (EC) No 809/2004, as amended, implementing the Prospectus Directive, and it has not been, and will not be, submitted for approval to any competent authority within the meaning of the Prospectus Directive. The obligations of the Issuer are not in any way guaranteed by, or otherwise backed by the credit of, the Czech Republic or any agency, ministry or political subdivision thereof. The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “ Documents Incorporated by Reference ”). This Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Prospectus. The Issuer has not authorised the making or provision of any representation or information regarding the Issuer or the Notes other than as contained in this Prospectus or as expressly approved for such purpose by the Issuer. Any other representation or information should not be relied upon as having been authorised by the Issuer or the Joint Lead Managers. The Joint Lead Managers have not independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Joint Lead Managers as to the accuracy or completeness of the information contained or incorporated in this Prospectus. No Joint Lead Manager accepts any liability in relation to the information contained or incorporated by reference in this Prospectus. Nothing contained in this Prospectus is or should be relied upon as a promise or representation of future results or events. Neither the delivery of this Prospectus nor the offering, sale or delivery of any Note shall in any circumstances create any implication that there has been no adverse change, or event reasonably likely to involve any adverse change, in the condition (financial or otherwise) of the Issuer since the date of this Prospectus. Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall in any circumstances imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof. This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Joint Lead Managers to subscribe for or purchase, any Notes. This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuer and the Joint Lead Managers do not represent that this 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. In particular, no action has been taken by the Issuer or the Joint Lead Managers which are intended to permit a public offering of any Notes or distribution of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus or any Notes may come must inform themselves about, and observe any such restrictions on the distribution of this Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution of this Prospectus and the offer or sale of Notes in the United States and the European Economic Area (the “EAA”) (including the United Kingdom, the Czech Republic, Luxemburg and the Republic of Italy), see “ Subscription and Sale ”. 2 In particular, the Notes have not been and will not be registered under the Securities Act. Subject to certain exceptions, the Notes may not be offered, sold or delivered in the United States or to U.S. persons. The Notes are subject to United States tax law requirements. Neither this Prospectus nor any other information supplied in connection with it or any Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer or any of the Joint Lead Managers that any recipient of this Prospectus or any other information supplied in connection with it or any Notes should purchase any Notes. Each person contemplating making an investment in the Notes must make its own investigation and analysis of the Issuer and the Notes and its own determination of the suitability of any such investment, with particular reference to its own investment objectives, experience, financial ability to bear any losses which may result from such investment and any other factors which may be relevant to it in connection with such investment. A prospective investor who is in any doubt whatsoever as to the risk involved in investing in the Notes should consult its own independent professional advisors. Prospective purchasers of the Notes should consult their tax advisers as to the consequences under the tax laws of the country of which they are resident for tax purposes and the tax laws of the Czech Republic of acquiring, holding and disposing of the Notes and receiving payments of principal, interest, and/or other amounts under the Notes.