09th June 2014
ESPÍRITO SANTO INVESTMENT p.l.c.
EUR 5Y FTD THYSSENKRUPP, AIR FRANCE, FIAT, PORTUGAL TELECOM
issued pursuant to the €2,500,000,000 Euro Medium Term Note Programme with the benefit of a
Keep Well Agreement
provided by
BANCO ESPÍRITO SANTO DE INVESTIMENTO, S.A.
PART A – CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions set
forth in the Offering Circular dated 8 July 2013 (including any supplement thereto, the "Offering
Circular") which constitutes a base prospectus for the purposes of Directive 2003/71/EC (the
"Prospectus Directive") as amended (which includes the amendments made by Directive 2010/73/EU
(the "2010 PD Amending Directive") to the extent that such amendments have been implemented in a
Member State). This document constitutes the Final Terms of the Notes described herein for the purposes
of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Offering Circular. Full
information on the relevant Issuer and the offer of the Notes is only available on the basis of the
combination of these Final Terms and the Offering Circular. The Offering Circular is available for
viewing at the website of the Irish Stock Exchange www.ise.ie and at www.espiritosantoib.com and
during normal business hours at Rua Alexandre Herculano, 38, 1269-161 Lisbon and copies may be
obtained at the same address. Full information on the Issuer and the offer of the Notes is only available on
the basis of the combination of these Final Terms and the Offering Circular.
1.
Issuer:
2.
(i)
3.
Specified Currency or Currencies:
EUR
4.
Aggregate Nominal Amount:
Up to EUR 15,000,000
5.
(i)
Issue Price:
100 per cent. of the Aggregate Nominal Amount
(ii)
Net Proceeds:
Up to EUR 15,000,000
(i)
Specified
Denominations:
(ii)
Calculation Amount:
EUR 1,000
(i)
Issue Date:
26th June 2014
(ii)
Interest
Commencement Date:
Issue Date
6.
7.
Espírito Santo Investment p.l.c
Series Number:
861
EUR 100,000 and integral multiples of EUR 1,000 in
excess thereof up to and including EUR199,000
8.
Maturity Date:
20th June 2019
9.
Interest Basis:
Nth to Default CLN Interest
(further particulars specified below)
10.
Redemption Basis:
Subject to any purchase and cancellation or early
redemption, the Notes will be redeemed on the Maturity
Date at the Redemption Amount, which will be
determined in accordance with the Redemption Basis
specified in paragraph 29.
1
11.
Put/Call Options:
Not applicable
12.
Status of the Notes:
Senior
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13.
Rate Adjustment Note Provisions
Not Applicable
14.
Combination
(Interest)
Not applicable
15.
Switch Option
Not applicable
16.
Switch Automatic Condition
Not applicable
17.
Fixed Rate Note Provisions
Applicable for the purposes of calculating the Interest
Rate in respect of the Credit-Linked Note Interest
Provisions
(i)
Interest Rate:
5.15 per cent. per annum
(ii)
Interest
Dates:
(iii)
Coupon Amount(s):
Not applicable
(iv)
Broken Amount(s):
Not applicable
(v)
Fixed Day
Fraction:
30/360, unadjusted
(vi)
Determination
Date(s):
(vii)
Business
Convention:
of
Structures
Payment
Count
Monthly on each 20th day of January, February, March,
April, May, June, July, August, September, October,
November and December of each year, commencing on
20th July 2014 to and including the Maturity Date, subject
to adjustment in accordance with the Business Day
Convention set out in (iv) below
Not applicable
Day
Following Business Day Convention
18.
Floating Rate Note Provisions
19.
Inflation-Linked
Provisions
20.
Zero Coupon Note Provisions
Not applicable
21.
Index Interest Note Provisions
Not applicable
22.
Compounding
Provisions
Floater
Not applicable
23.
Credit-Linked
Provisions
Note
Interest
(i)
Interest Rate:
(ii)
Interest
Dates:
Not applicable
Note
Note
Interest
Not applicable
Applicable: Nth to Default CLN Interest
The Fixed Rate Note Provisions are applicable (further
details specified in paragraph 18)
Payment
Monthly on each 20th day of January, February, March,
April, May, June, July, August, September, October,
November and December of each year, commencing on
20th July 2014 to and including the Maturity Date, subject
2
to adjustment in accordance with the Business Day
Convention set out in (iv) below
(iii)
Day Count Fraction:
30/360, unadjusted
(iv)
Business
Convention:
Day
Following Business Day Convention
Determination
Exposure:
Date
(v)
(vi)
(vii)
Applicable
Weighted
Exposure:
Average
Reference
(Interest):
Entities
Not Applicable
Reference Entity (Interest):
Credit Events:
Bankruptcy,
ThyssenKrupp AG, Senior Debt
Failure to pay,
Restructuring
Bankruptcy,
Societe Air France S.A., Senior
Debt
Failure to pay,
Restructuring
Bankruptcy,
FIAT S.P.A., Senior Debt
Failure to pay,
Restructuring
Bankruptcy,
Portugal Telecom International
Finance B.V., Senior Debt
Failure to pay,
Restructuring
(viii)
Tranche
Point:
Attachment
(ix)
Tranche
Point:
Detachment
(x)
Observation Dates:
The day falling one Business Day prior to each Interest
Payment Date
(xi)
Observation
Date:
Start
26th June 2014
(xii)
Fixed Recovery Value:
Not applicable
(xiii)
Market
Value:
Not applicable
(xiv)
N:
Recovery
Not applicable
Not applicable
1
24.
FX-Linked
Provisions
Note
Interest
25.
Additional Interest Provisions
Not applicable
Not Applicable
PROVISIONS RELATING TO THE REFERENCE ASSETS (INTEREST)
3
26.
Reference Assets (Interest):
Not applicable
27.
Basket Participation:
Not applicable
PROVISIONS
REDEMPTION
28.
RELATING
TO
Redemption Basis for Redemption
at Maturity
(i)
Reference
(Principal):
Asset(s)
Not applicable
(ii)
Par:
Not applicable
(iii)
Basket Bullish:
Not applicable
(iv)
Basket Bearish:
Not applicable
(v)
Buffer Basket Bullish:
Not applicable
(vi)
Buffer Basket Bearish:
Not applicable
(vii)
Bullish One Touch - Type 1:
Not applicable
(viii)
Bullish One Touch - Type 2:
Not applicable
(ix)
Bearish One Touch - Type 1:
Not applicable
(x)
Bearish One Touch - Type 2:
Not applicable
(xi)
Best of/Worst of Bullish One
Touch – Type 1:
Not applicable
(xii)
Best of/Worst of Bullish One
Touch – Type 2:
Not applicable
(xiii)
Best of/Worst of Bearish One
Touch – Type 1:
Not applicable
(xiv)
Best of/Worst of Bearish One
Touch – Type 2:
Not applicable
(xv)
Performance Long – Type 1:
Not applicable
(xvi)
Performance Long – Type 2:
Not applicable
(xvii) Performance Long – Type 3:
Not applicable
(xviii) Performance Short – Type 1:
Not applicable
(xix)
Performance Short – Type 2:
Not applicable
(xx)
Performance Short – Type 3:
Not applicable
(xxi)
Best
of/Worst
of
KI
Performance Long – Type 1:
Not applicable
of/Worst
of
KI
(xxii) Best
Performance Long – Type 2:
Not applicable
of/Worst
of
KI
(xxiii) Best
Performance Long – Type 3:
Not applicable
(xxiv) Best of/Worst of KI and Full
Basket Performance Long –
Type 1:
Not applicable
4
(xxv) Best of/Worst of KI and Full
Basket Performance Long –
Type 2:
Not applicable
(xxvi) Best of/Worst of KI and Full
Basket Performance Long –
Type 3:
Not applicable
Best of/Worst of KI and
Basket Performance Long –
Type 1:
Not applicable
(xxviii) Best of/Worst of KI and
Basket Performance Long –
Type 2:
Not applicable
(xxix)
Best of/Worst of KI and
Basket Performance Long –
Type 3:
Not applicable
(xxx)
Locked Basket:
Not applicable
(xxxi)
Individually Capped Basket:
Not applicable
(xxxii)
Rainbow Basket:
Not applicable
(xxvii)
(xxxiii) Cliquet:
Not applicable
(xxxiv) Reverse Cliquet:
Not applicable
Replacement Cliquet:
Not applicable
(xxxvi) Reverse Convertible Structure
Long – Type 1:
Not applicable
Reverse
Convertible
(xxxvii) KI
Structure Long– Type 2:
Not applicable
(xxxviii) Reverse Convertible Structure
Short – Type 1:
Not applicable
Reverse
Convertible
(xxxix) KI
Structure Short – Type 2:
Not applicable
(xl)
Best of/Worst of Reverse
Convertible Structure Long –
Type 1:
Not applicable
(xli)
KI Best of/Worst of Reverse
Convertible Structure Long –
Type 2:
Not applicable
(xlii)
Best of/Worst of Reverse
Convertible Structure Short –
Type 1:
Not applicable
(xliii)
KI Best of/Worst of Reverse
Convertible Structure Short –
Type 2:
Not applicable
(xliv)
Basket Up and In Long:
Not applicable
(xlv)
Basket Up and Out Long:
Not applicable
(xlvi)
Best of/Worst of Up and In
Not applicable
(xxxv)
5
Long:
(xlvii)
Best of/Worst of Up and Out
Long:
Not applicable
(xlviii)
Worst of Down and Out
Basket Long:
Not applicable
(xlix)
Down and Out Basket Long:
Not applicable
(l)
Best of/Worst of Call Option:
Not applicable
(li)
Outperformance Option:
Not applicable
(lii)
Series of Digitals:
Not applicable
(liii)
Delta 1:
Not applicable
(liv)
Bearish One Touch Structure
2 – Type 1:
Not applicable
(lv)
Bearish One Touch Structure
2 – Type 2:
Not applicable
(lvi)
Non-Tranched CLN:
Not applicable
(lvii)
Tranched CLN:
Not applicable
(lviii)
Nth to Default CLN:
Applicable
(a)
Reference
(Principal):
Entities
Applicable
Reference Entity
(Principal):
ThyssenKrupp
Debt
(Reference
XS0214238239)
(b) Accelerated
Payment:
(c)
CLN
Potential Repudiation
Moratorium Amount:
Obligation:
Bankruptcy,
Failure to pay,
Restructuring
Bankruptcy,
(Reference Obligation:
FR0010185975)
Restructuring
Failure to pay,
FIAT S.P.A.,, Senior Debt
Bankruptcy,
(Reference
XS0305093311)
Failure to pay,
Obligation:
Restructuring
Portugal
Telecom
International Finance B.V.,
Senior Debt
Bankruptcy,
(Reference
XS0215828913)
Restructuring
Not applicable
Not applicable
Not applicable
(e)
Not applicable
6
Senior
Societe Air France S.A.,
Senior Debt
(d) Restructuring Amount:
Obligation Acceleration
AG,
Credit Events:
Obligation:
Failure to pay,
Amount:
(f)
Failure to Pay Amount:
Not applicable
(g) N:
1
(h) Portfolio Exposure:
100 per cent.
(i)
Target
Amount:
1
(j)
Observation Start Date:
26th June 2014
(k) Observation End Date:
20th June 2019
(l)
Not applicable
Redemption
Fixed Recovery Value:
(m) Market Recovery Value:
29.
30.
Applicable
(lix)
Nth and Nth + 1 to Default
CLN:
Not applicable
(lx)
Physically Settled CLN:
Not applicable
Applicable Redemption Basis
modifier(s) :
Not applicable
Combination of structures
(Redemption):
Not applicable
31.
Provisions relating to Fund-Linked
Notes:
Not applicable
32.
Partly Paid Note Provisions
Not applicable
33.
Instalment Redemption
Not applicable
34.
Issuer Call
Not applicable
35.
Investor Put
Not applicable
36.
Early
Redemption
Amount(s)
payable on redemption for taxation
reasons or following an Event of
Default:
Market Value
Early Redemption of Notes with
Autocall Redemption Basis:
Not applicable
38.
Target Redemption Condition:
Not applicable
39.
Deduction of Unwind Amount on
Early Redemption pursuant to
Condition 7(b), Condition 10 or
Condition 11:
Applicable
37.
PROVISIONS APPLICABLE
EXTRAORDINARY EVENTS.
TO
DISRUPTION,
40.
Market Disruption - General:
Not applicable
41.
Market Disruption Commodity:
Not applicable
42.
Disruption Currency:
Not applicable
43.
Calculation Adjustment:
Not applicable
7
ADJUSTMENTS
AND
OTHER
44.
Corrections:
Not applicable
45.
Correction Commodity:
Not applicable
46.
Correction Currency:
Not applicable
47.
Extraordinary Events - General:
Not applicable
48.
Relevant Exchange:
Not applicable
49.
Options and Futures Exhange:
Not applicable
50.
Scheduled Trading Day:
Not applicable
51.
Additional Conditions for FundLinked Notes:
Not applicable
52.
Additional Conditions for InflationLinked
Notes
Additional
Disruption Events:
Not applicable
53.
Additional Conditions for EquityLinked Notes
Not applicable
54.
Additional Conditions for Equity
Index-Linked Notes and ETF Notes:
Not applicable
PROVISIONS RELATING TO THE REFERENCE ASSETS (PRINCIPAL)
55.
Reference Asset(s) (Principal):
Not applicable
56.
Basket Participation:
Not applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
57.
Form of Notes:
Bearer Notes:
Permanent Global Note exchangeable for Definitive
Notes only upon an Exchange Event
58.
New Global Note:
No
59.
Additional Financial Centre(s) or
other special provisions relating
to payment dates:
London and Target2
60.
Calculation Agent:
Banco Espírito Santo de Investimento, S.A.
61.
Talons for future Coupons or
Receipts to be attached to
Definitive Notes (and dates on
which such Talons mature):
No
Clearing System:
Euroclear
62.
8
PART B – OTHER INFORMATION
1.
LISTING
AND
TRADING
ADMISSION
TO
Not applicable
2.
RATINGS
The Notes to be issued are not rated.
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER
Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the
offer of the Notes has an interest material to the offer.
4.
5.
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the offer
The net proceeds will be applied by the Issuer in the
ordinary course of its business, which includes
making a profit.
(ii) Estimated net proceeds:
Up to EUR 15,000,000
(iii) Estimated total expenses:
None
YIELD
Indication of yield:
Not applicable
6.
HISTORIC INTEREST RATES: Not applicable
7.
PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE, EXPLANATION OF EFFECT
ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION
CONCERNING THE UNDERLYING: Not applicable
8.
POST-ISSUANCE INFORMATION
The Issuer does not intend to provide post-issuance information.
9.
10.
OPERATIONAL INFORMATION
ISIN Code:
XS1076506440
Common Code:
107650644
Names and addresses of additional Paying Agent(s)
(if any):
Banco Espírito Santo de Investimento, S.A.
Intended to be held in a manner which would allow
Eurosystem eligibility:
No
DISTRIBUTION
(i)
Method of distribution:
Non-syndicated
(ii)
If syndicated:
Not applicable
(iii)
If non-syndicated, name and address of
Dealer:
Not applicable
(iv)
Delivery:
Delivery against payment
(v)
Indication of the overall amount of the
underwriting commission and of the
placing commission:
(vi)
U.S. Selling Restrictions:
Not applicable
TEFRA C
9