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Prospectus Debt Issuance Programme 2017 Pdf | 1.25 MB This Prospectus has been prepared in accordance with the Prospectus Regulation, in particular its Annexes IV, V, XX, XXII and XXX, the Capital Market Act, and the Austrian Stock Exchange Act (Börsegesetz or the “ Stock Exchange Act ”). This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “ Financial statements – documents incorporated by reference ”) and, in relation to any Series of Notes, together with the relevant Final Terms. This Prospectus should be read and construed on the basis that such documents are incorporated and form part of the Prospectus. The Issuer will confirm to any dealer appointed from time to time under the Programme (each a “Dealer ” and together the “ Dealers ”) that the information contained herein with respect to the Issuer and the Notes is accurate in all material respects and is not misleading; that any opinions and intentions expressed herein are honestly held and based on reasonable assumptions; and that there are no other facts, the omission of which would make any statement, whether fact or opinion, in this Prospectus misleading in any material respect. No person is or was authorized to give any information which is not contained in or not consistent with this Prospectus or any other document entered into in relation to the Programme or any information supplied by the Issuer or such other information as in the public domain and, if given or made, such information must not be relied upon as having been authorized by the Issuer or the Dealers. Neither the Arranger nor any Dealer nor any other person mentioned in this Prospectus, excluding the Issuer, is responsible for the information contained in this Prospectus, or any Final Terms or any other document incorporated herein by reference, and accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons accepts any responsibility for the accuracy and completeness of the information contained in any of these documents. This Prospectus as well as any Final Terms reflect the status as of their respective dates of issue. The delivery of this Prospectus or any Final Terms and the offering, sale or delivery of any Notes may not be taken as an implication that the information contained in such documents is accurate and complete subsequent to their respective dates of issue or that there has been no adverse change in the financial situation of the Issuer since such date or that any other information supplied in connection with the Programme is accurate 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 Prospectus and any Final Terms and the offering, sale and delivery of Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms come are required to inform themselves about and observe any such restrictions. For a description of the restrictions applicable in the United States of America and the European Economic Area, see “ Selling Restrictions ”. In particular, the Notes have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States. The Notes may be subject to certain requirements under U.S. tax law. Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S and the U.S. Internal Revenue Code of 1986, as amended, and regulations thereunder). This Prospectus was prepared on the basis that, except to the extent sub-paragraph (ii) below may apply, any offer of Notes in any Member State of the European Economic Area which implemented the Prospectus Directive (each a “ Relevant Member State ”) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly, any person making or intending to make an offer in that Relevant Member State of Notes which are the subject of an offering contemplated in this Prospectus as completed by Final Terms in relation to the offer of those Notes may only do so (i) in circumstances in which no obligation arises for the relevant Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer, or (ii) if a prospectus for such offer was approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State (ii) and (in either case) published, all in accordance with the Prospectus Directive, provided that any such prospectus was subsequently completed by Final Terms which specify that offers may be made other than pursuant to Article 3 (2) of the Prospectus Directive in that Relevant Member State and such offer is made in the period beginning and ending on the dates specified for such purpose in such prospectus or final terms, as applicable. Except to the extent sub-paragraph (ii) above may apply, neither the Issuer nor any Dealer have authorized, nor do they authorize, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such offer. This Prospectus contains statements regarding the market position of voestalpine. Unless specified otherwise, such statements regarding voestalpine’s market or competitive position are based on the Group’s internal market research and voestalpine’s management’s estimates. This Prospectus and any Final Terms may not be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized by the Company or to any person to whom it is unlawful to make such an offer or solicitation. IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, THE DEALER OR DEALERS (IF ANY) NAMED AS THE STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF ANY STABILIZING MANAGER(S)) IN THE APPLICABLE FINAL TERMS MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILIZING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF A STABILIZING MANAGER) WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE RELEVANT TRANCHE OF NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE OF NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE RELEVANT TRANCHE OF NOTES. ANY STABILIZATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE RELEVANT STABILIZING MANAGER(S) (OR PERSON(S) ACTING ON BEHALF OF ANY STABILIZING MANAGER(S)) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES. EACH DEALER AND/OR EACH FURTHER FINANCIAL INTERMEDIARY SUBSEQUENTLY RESELLING OR FINALLY PLACING NOTES ISSUED UNDER THE PROGRAMME IS ENTITLED TO USE THE PROSPECTUS AS SET OUT IN "CONSENT TO USE THE PROSPECTUS" BELOW. The legally binding language of this Prospectus is the English language; except for the Terms and Conditions of the Notes for specific Series where the legally binding language will be specified in the applicable Final Terms and except for certain documents incorporated by reference herein as set out under “ Financial statements – documents incorporated by reference ”. In accordance with Article 5 of the Prospectus Directive and section 6 of the Capital Market Act, the Issuer with respect to the listing of the Programme is obliged, in connection with (i) a public offer of Notes under the Programme or (ii) the admission to trading of Notes on a regulated market (in accordance with Directive 2004/39/EC of the European Parliament and of the Council of April 21, 2004 on markets in financial instruments amending Council Directives 85/611/EEC and 93/6/EEC and Directive 2000/12/EC of the European Parliament and of the Council and repealing Council Directive 93/22/EEC) to prepare or procure the preparation of a supplement to this Prospectus or, as the case may be, publish a new Prospectus for use in connection with any subsequent public offer by the Issuer of Notes under the Programme or admission to trading of such Notes on a regulated market, if there has occurred any adverse change in the business or financial position of the Issuer or any change in the information set out under “ Terms and Conditions of the Notes ”, that is material and is not reflected in this Prospectus (or any of the documents incorporated by reference in this Prospectus). (iii) (Page intentionally left blank.) (iv) TABLE OF CONTENT FORWARD-LOOKING STATEMENTS .................................................................................................. 1 PRESENTATION OF FINANCIAL AND OTHER INFORMATION ..................................................... 1 DOCUMENTS AVAILABLE FOR INSPECTION .................................................................................. 3 SUMMARY ..............................................................................................................................................
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