22nd April 2014 ESPÍRITO SANTO INVESTMENT plc USD 5Y CLN

22nd April 2014
ESPÍRITO SANTO INVESTMENT p.l.c.
USD 5Y CLN Petroleo Brasileiro, S.A.
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:
USD
4.
Aggregate Nominal Amount:
Up to USD 10,000,000
5.
(i)
Issue Price:
100 per cent. of the Aggregate Nominal Amount
(ii)
Net Proceeds:
Up to USD 10,000,000
(i)
Specified
Denominations:
(ii)
Calculation Amount:
USD 150,000
(i)
Issue Date:
8th May 2014
(ii)
Interest
Commencement Date:
Issue Date
6.
7.
Espírito Santo Investment p.l.c
Series Number:
843
USD 150,000 and integral multiples of USD 1,000 in
excess thereof up to and including USD 299,000
8.
Maturity Date:
20th June 2019
9.
Interest Basis:
Single Reference Entity CLN
(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
Date(s):
(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 June 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
Date(s):
Not applicable
Note
Note
Interest
Not applicable
Applicable: Single Reference Entity CLN
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 June 2014 to and including the Maturity Date,
2
subject 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)
Not Applicable
Weighted
Exposure:
Average
Reference
(Interest):
Entity
Not Applicable
Reference Entity (Interest):
Petroleo Brasileiro S.A., Senior
Debt
Credit Events:
Bankruptcy;
Failure to pay (Grace
Period Extension:
Applicable);
Obligation Acceleration;
Repudiation/
Moratorium;
Restructuring
(viii)
Tranche
Point:
Attachment
(ix)
Tranche
Point:
Detachment
(x)
Observation Dates:
Not applicable
(xi)
Observation
Date:
Not applicable
(xii)
Fixed Recovery Value:
Not applicable
(xiii)
Market
Value:
Not applicable
(xiv)
N:
Start
Recovery
Not applicable
Not applicable
Not applicable
24.
FX-Linked
Provisions
Note
Interest
25.
Additional Interest Provisions
Not applicable
Not Applicable
PROVISIONS RELATING TO THE REFERENCE ASSETS (INTEREST)
26.
Reference Assets (Interest):
Not applicable
27.
Basket Participation:
Not applicable
PROVISIONS
REDEMPTION
28.
RELATING
TO
Redemption Basis for Redemption
at Maturity
(i)
Reference
Asset(s)
Not applicable
3
(Principal):
(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
(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
(xxvii)
Best of/Worst of KI and
Basket Performance Long –
Not applicable
4
Type 1:
(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
(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
Long:
Not applicable
(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
(xxxv)
5
(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:
Not applicable
(lix)
Nth and Nth + 1 to Default
CLN:
Not applicable
(lx)
Physically Settled CLN:
Applicable
(a)
Petroleo Brasileiro S.A., Senior Debt
Reference Entity:
(Reference Obligation: US71645WAH43)
(b)
Credit Events:
Bankruptcy,
Failure to pay (Grace Period Extension:
Applicable),
Obligation Acceleration
Repudiation/Moratorium
Restructuring
29.
30.
(c)
Potential Repudiation
Moratorium Amount:
Not applicable
(d)
Restructuring Amount:
Not applicable
(e)
Obligation
Acceleration amount:
Not applicable
(f)
Failure to Pay Amount:
Not applicable
(g)
Observation Start Date:
8th May 2014
(h)
Observation End Date:
20th June 2019
Applicable Redemption Basis
modifier(s) :
Not applicable
Combination of structures
(Redemption):
Not applicable
31.
Provisions relating to
Notes:
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
Market Value
Fund-Linked
Not applicable
6
on redemption for taxation reasons or
following an Event of Default:
37.
Early Redemption of Notes
Autocall Redemption Basis:
with
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
PROVISIONS APPLICABLE
EXTRAORDINARY EVENTS.
TO
DISRUPTION,
ADJUSTMENTS
40.
Market Disruption - General:
Not applicable
41.
Market Disruption Commodity:
Not applicable
42.
Disruption Currency:
Not applicable
43.
Calculation Adjustment:
Not applicable
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 Fund-Linked
Notes:
Not applicable
52.
Additional Conditions for InflationLinked Notes - Additional Disruption
Events:
Not applicable
53.
Additional Conditions
Linked Notes
Equity-
Not applicable
54.
Additional Conditions for Equity
Index-Linked Notes and ETF Notes:
Not applicable
for
AND
OTHER
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
London and Target2
7
dates:
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.
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 USD 10,000,000
(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:
XS1061036239
Common Code:
106103623
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:
8
Not applicable
(iv)
Delivery:
(v)
Indication of the overall amount of the
underwriting commission and of the
placing commission:
(vi)
Delivery against payment
U.S. Selling Restrictions:
Not applicable
TEFRA C
9

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