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Cimpor Financial Operations B.V. Cimpor Cimentos De BASE PROSPECTUS CIMPOR FINANCIAL OPERATIONS B.V. (a private company incorporated with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the laws of The Netherlands and having its seat in Amsterdam) as Issuer of Notes which have the support of a Keep Well Agreement provided by CIMPOR CIMENTOS DE PORTUGAL, SGPS, S.A. (a public listed company incorporated with limited liability in the Portuguese Republic) and a joint and several Guarantee by CIMPOR INVERSIONES, S.A.U. and CORPORACIO ´ N NOROESTE, S.A. (each a limited liability company (sociedad ano´nima) incorporated in the Kingdom of Spain) EUR 2,500,000,000 Euro Medium Term Note Programme This Base Prospectus has been approved by the United Kingdom Financial Services Authority (the ‘‘ FSA ’’), which is the United Kingdom competent authority for the purposes of Directive 2003/71/EC (the ‘‘ Prospectus Directive ’’) and relevant implementing measures in the United Kingdom, as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in the United Kingdom for the purpose of giving information with regard to the issue of notes (‘‘ Notes ’’) issued under the Euro Medium Term Note Programme (the ‘‘ Programme ’’) described in this Base Prospectus during the period of twelve months after the date hereof. Applications have been made for such Notes to be admitted during the period of twelve months after the date hereof to listing on the Official List of the FSA and to trading on the Regulated Market of the London Stock Exchange plc (the ‘‘ London Stock Exchange ’’). The Regulated Market of the London Stock Exchange is a regulated market for the purposes of Directive 2004/39/EC on markets in financial instruments. 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 will have the support of a keep well agreement (as amended, supplemented or replaced from time to time, the ‘‘ Keep Well Agreement ’’) between CIMPOR Cimentos de Portugal, SGPS, S.A. (‘‘ CIMPOR S.A. ’’) and CIMPOR Financial Operations B.V. (‘‘ CIMPOR B.V .’’). In addition, the obligations of CIMPOR B.V. in respect of Notes issued by it have been guaranteed on a joint and several basis by CIMPOR Inversiones, S.A.U. and Corporacio´n Noroeste, S.A. Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the Issuer and the Guarantors to fulfil their respective obligations under the Notes are discussed under ‘‘Risk Factors’’ below. Arranger BARCLAYS CAPITAL Dealers BANCO BILBAO VIZCAYA ARGENTARIA, S.A. BARCLAYS CAPITAL BANCO ESPI´RITO SANTO DE INVESTIMENTO, S.A. BANCO BPI, S.A. BANCO SANTANDER TOTTA, S.A. BNP PARIBAS CAIXA – BANCO DE INVESTIMENTO, S.A. CALYON CRE´DIT AGRICOLE CIB CITI DEUTSCHE BANK ING WHOLESALE BANKING J.P. MORGAN MITSUBISHI UFJ SECURITIES SOCIE´TE´ GE´NE´RALE CORPORATE & INTERNATIONAL PLC INVESTMENT BANKING THE ROYAL BANK OF SCOTLAND 22 December 2009 TABLE OF CONTENTS IMPORTANT NOTICES......................................................................................................................................... 3 SUMMARY............................................................................................................................................................... 5 RISK FACTORS....................................................................................................................................................... 10 INFORMATION INCORPORATED BY REFERENCE ........................................................................................ 20 FINAL TERMS AND DRAWDOWN PROSPECTUSES.................................................................................... 21 FORMS OF THE NOTES....................................................................................................................................... 22 TERMS AND CONDITIONS OF THE NOTES .................................................................................................. 25 FORM OF FINAL TERMS..................................................................................................................................... 45 SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM........................ 57 USE OF PROCEEDS............................................................................................................................................... 60 DESCRIPTION OF CIMPOR FINANCIAL OPERATIONS B.V........................................................................ 61 DESCRIPTION OF CIMPOR INVERSIONES, S.A.U. ........................................................................................ 62 DESCRIPTION OF CORPORACIO ´ N NOROESTE, S.A.................................................................................... 63 DESCRIPTION OF CIMPOR CIMENTOS PORTUGAL, SGPS, S.A. ............................................................. 64 FORM OF THE KEEP WELL AGREEMENT....................................................................................................... 86 TAXATION............................................................................................................................................................... 90 SUBSCRIPTION AND SALE ................................................................................................................................. 95 GENERAL INFORMATION ................................................................................................................................... 99 FINANCIAL STATEMENTS................................................................................................................................... F-1 2 IMPORTANT NOTICES CIMPOR B.V. (the ‘‘ Issuer ’’) and Corporacio´n Noroeste, S.A. and CIMPOR Inversiones, S.A.U. (each, a ‘‘ Guarantor ’’ and together, the ‘‘ Guarantors ’’, and together with the Issuer and CIMPOR S.A., the ‘‘ Responsible Persons ’’) accept responsibility for the information contained in this Base Prospectus and declare that, having taken all reasonable care to ensure that such is the case, the information contained in this Base Prospectus is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under ‘‘Terms and Conditions of the Notes’’ (the ‘‘ Conditions ’’) as amended and/or supplemented by a document specific to such Tranche called final terms (the ‘‘ Final Terms ’’) or in a separate prospectus specific to such Tranche (the ‘‘ Drawdown Prospectus ’’) as described under ‘‘Final Terms and Drawdown Prospectuses’’ below. In the case of a Tranche of Notes which is the subject of a Drawdown Prospectus, each reference in this Base Prospectus to information being specified or identified in the relevant Final Terms shall be read and construed as a reference to such information being specified or identified in the relevant Drawdown Prospectus unless the context requires otherwise. This Base Prospectus must be read and construed together with any amendments or supplements hereto and with any information incorporated by reference herein and, in relation to any Tranche of Notes which is the subject of Final Terms, must be read and construed together with the relevant Final Terms. The Responsible Persons have confirmed to the Dealers named under ‘‘Subscription and Sale’’ below that this Base Prospectus contains all information which is (in the context of the Programme, the issue, offering and sale of the Notes and the guarantee 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, offering and sale of the Notes and the guarantee 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 Responsible Persons or such other information as is in the public domain and, if given or made, such information or representation should not be relied upon as having been authorised by Responsible Persons or any Dealer. None of the Dealers or any of their respective affiliates have authorised the whole or any part of this Base Prospectus and none of them makes any representation, warranty or undertaking, express or implied, 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
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