Emirates Nbd Global
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BASE PROSPECTUS EMIRATES NBD PJSC (incorporated with limited liability in The United Arab Emirates) EMIRATES NBD GLOBAL FUNDING LIMITED (incorporated as an exempted company with limited liability in the Cayman Islands) U.S.$7,500,000,000 Euro Medium Term Note Programme On 20 June 2002, Emirates Bank International PJSC (‘‘EBI’’) entered into a U.S.$1,000,000,000 Euro Medium Term Note Programme (the ‘‘Programme’’). On 19 January 2005, the maximum aggregate nominal amount of Notes which may be outstanding under the Programme was increased from U.S.$1,000,000,000 to U.S.$3,500,000,000 and on 19 April 2007 such maximum aggregate nominal amount was further increased to U.S.$7,500,000,000. On 21 November 2009, EBI was legally amalgamated with Emirates NBD PJSC (‘‘ENBD’’). As a result of the amalgamation, all of the assets and liabilities of EBI were transferred to ENBD, EBI was dissolved and ENBD is now considered to be the issuer of the Notes issued by EBI prior to the date hereof. Any Notes (as defined below) issued under the Programme are issued subject to the provisions set out herein. This does not affect any Notes issued prior to the date hereof. Under the Programme, ENBD and Emirates NBD Global Funding Limited (‘‘EGF’’ and, together with ENBD in its capacity as issuer, the ‘‘Issuers’’ and each an ‘‘Issuer’’) may from time to time issue notes (the ‘‘Notes’’) denominated in any currency agreed between the relevant Issuer and the relevant Dealer (as defined below). The payments of all amounts due in respect of the Notes issued by EGF will be unconditionally and irrevocably guaranteed (the ‘‘Guarantee’’) by ENBD (in such capacity, the ‘‘Guarantor’’). References to ‘‘the relevant Obligor(s)’’ shall, in the case of any issue of Notes, mean the relevant Issuer and, if the relevant Issuer is EGF, the Guarantor. The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed U.S.$7,500,000,000 (or its equivalent in other currencies calculated as described herein), subject to increase as described herein. The Notes may be issued on a continuing basis to one or more of the Dealers specified under ‘‘General Description of the Programme’’ and any additional Dealer appointed under the Programme from time to time by the Issuers (each a ‘‘Dealer’’ and together the ‘‘Dealers’’), which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the ‘‘relevant Dealer’’ shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all 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 ‘‘Risk Factors’’. Application has been made to the Commission de Surveillance du Secteur Financier (the ‘‘CSSF’’) in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities (the ‘‘Luxembourg Law’’) to approve this document as a base prospectus. The CSSF assumes no responsibility as to the economic and financial soundness of the Programme or in respect of the quality or solvency of ENBD or EGF pursuant to Article 7(7) of the Luxembourg Law. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange’s regulated market (the ‘‘Regulated Market’’) and to be listed on the official list (the ‘‘Official List’’) of the Luxembourg Stock Exchange, during the period of 12 months from the date of this Base Prospectus. References in this Base Prospectus to Notes being ‘‘listed’’ (and all related references) shall mean that such Notes have been admitted to listing on the Official List and admitted to trading on the Regulated Market which is a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive). 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 ‘‘Terms and Conditions of the Notes’’) of Notes will be set out in a final terms (the ‘‘Final Terms’’) which, with respect to Notes to be listed on the Luxembourg Stock Exchange, will be filed with the CSSF. 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 each relevant Obligor and the relevant Dealer. The Issuers may also issue unlisted Notes and/or Notes not admitted to trading on any market. Each relevant Obligor may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a supplement to the Base Prospectus, in the case of listed Notes only, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes. The rating of certain Tranches of Notes to be issued under the Programme may be specified in the applicable Final Terms. Whether or not each credit rating applied for in relation to the relevant Tranche of Notes will be issued by a credit rating agency established in the European Union and registered under Regulation (EC) No. 1060/2009 (as amended by Regulation (EU) No. 513/2011, the ‘‘CRA Regulation’’) will be disclosed in the Final Terms. The list of registered and certified rating agencies published by the European Securities and Markets Authority (ESMA) on its website in accordance with the CRA Regulation is not conclusive evidence of the status of the relevant rating agency included in such list, as there may be delays between certain supervisory measures being taken against a relevant rating agency and the publication of the updated ESMA list. Each of Fitch Ratings Ltd. (‘‘Fitch’’) and Moody’s Investors Service Limited (‘‘Moody’s’’) has rated the Programme. The Programme has been rated A+ by Fitch and A3 by Moody’s. For further information on credit rating agencies see page (v) of this Base Prospectus. Arranger Deutsche Bank Dealers Barclays Capital BNP PARIBAS BofA Merrill Lynch Citigroup Commerzbank Cre´ dit Agricole CIB Credit Suisse Deutsche Bank Emirates NBD HSBC ING Commercial Banking J.P. Morgan Morgan Stanley Nomura SMBC Nikko Socie´te´Ge´ne´ rale Corporate & Investment Banking Standard Chartered Bank The Royal Bank of Scotland UBS Investment Bank The date of this Base Prospectus is 22 December 2011 This Base Prospectus comprises two base prospectuses for the purposes of Article 5.4 of Directive 2003/71/EC (the ‘‘Prospectus Directive’’) as amended (which includes the amendment made by Directive 2010/73/EU (the 2010 Amending Directive) to the extent that such amendments have been implemented in a Relevant Member State of the European Economic Area). Each of ENBD and EGF accepts responsibility for the information contained in this Base Prospectus. To the best of the knowledge of each of ENBD and EGF (each 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 does not omit anything likely to affect the import of such information. This Base Prospectus is to be read and construed in conjunction with any supplement hereto and with all documents which are incorporated herein by reference (see ‘‘Documents Incorporated by Reference’’) and, in relation to any Notes, should be read and construed together with the applicable Final Terms. Certain information contained in ‘‘Risk Factors’’, ‘‘Description of Emirates NBD PJSC – ENBD’s Competition’’, ‘‘Overview of the UAE and the Emirate of Dubai’’ and ‘‘The United Arab Emirates Banking and Financial Services System’’ (as indicated therein) has been extracted from independent, third party sources. Each of ENBD and EGF confirms that such information has been accurately reproduced and that, as far as it is aware and is able to ascertain from information published by the relevant, third party sources, no facts have been omitted which would render the reproduced information inaccurate or misleading. The Dealers 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 Dealers as to the accuracy or completeness of the information contained or incorporated in this Base Prospectus or any other information provided by any of ENBD or EGF in connection with the Programme. No Dealer accepts any liability in relation to the information contained or incorporated by reference in this Base Prospectus or any other information provided by any of ENBD or EGF in connection with the Programme. No person is or has been authorised by ENBD or EGF to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other information supplied in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by ENBD or EGF or any of the Dealers. Neither this Base Prospectus nor any other information supplied in connection with the Programme or any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation by ENBD or EGF or any of the Dealers that any recipient of this Base Prospectus or any other information supplied in connection with the Programme or any Notes should purchase any Notes.