FREE ELECTRONIC LIBRARY - Thesis, documentation, books

Pages:     | 1 |   ...   | 14 | 15 || 17 | 18 |   ...   | 32 |

«Carrera Capital Finance Limited (incorporated with limited liability in Jersey) and Carrera Capital Finance LLC (organized with limited liability in ...»

-- [ Page 16 ] --

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the ''Conditions'') set forth in the Base Prospectus dated 30 June 2006 [and the supplemental Prospectus dated [●]]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (the ''Prospectus Directive'') and must be read in conjunction with the Base Prospectus dated 30 June 2006 [and the supplemental Prospectus dated [●]] which constitutes a base prospectus for the purposes of the Prospectus Directive, save in respect of the Conditions which are extracted from the Base Prospectus dated 30 June 2006 [and the supplemental Prospectus dated [●] [and the supplemental Prospectus dated [●]] and are attached hereto. Full information on the relevant Issuer[s] and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus dated 30 June 2006 [and the supplemental Prospectus dated [●]]. Copies of such Base Prospectus [and the supplemental Prospectus dated [●]] are available for viewing and may be obtained from the registered of office of the relevant Issuer[s] at Whiteley Chambers, Don Street, St Helier, Jersey, JE4 9WG or for the Co-Issuer: Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, United States of America and copies may be obtained from the specified office of the Principal Paying Agent.]] [Include whichever of the following apply or specify as ''Not Applicable'' (N/A). Note that the numbering should remain as set out below, even if ''Not Applicable'' is indicated for individual paragraphs or sub-paragraphs. Italics denote guidance for completing the Final Terms.] [When completing final terms or adding any other final terms or information consideration should be given as to whether such terms or information constitute "significant new factors" and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive.]

–  –  –

28. Details relating to Partly Paid Notes: [Not Applicable/give details] amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and

interest due on late payment:

29. Details relating to Instalment Notes: [Not Applicable/give details] amount of each instalment, date on which

each payment is to be made:

–  –  –

(ii) Stabilising Manager(s) (if any): [Not Applicable/give name]

36. If non-syndicated, name of Dealer: [Not Applicable/give name]

–  –  –

38. Additional selling restrictions: [Not Applicable/give details]


These Final Terms comprise the final terms required to list and have admitted to trading the issue of Notes described herein pursuant to the U.S.$24,000,000,000 Senior Term Note, Senior Subordinated Note and Capital Note Programme of Carrera Capital Finance Limited and Carrera Capital Finance LLC.]


[Each of] [Carrera Capital Finance Limited] [and] [Carrera Capital Finance LLC] accept[s] responsibility for the information contained in these Final Terms. [[●] has been extracted from [●]].

[Each of] [Carrera Capital Finance Limited] [and] [Carrera Capital Finance LLC] confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by [●], no facts have been omitted which would render the reproduced inaccurate or misleading.] [Signed on behalf of Carrera Capital Finance Limited:


–  –  –

3. NOTIFICATION [N/A]/[The Irish Financial Services Regulatory Authority [has been requested to provide/has provided – include first alternative for an issue which is contemporaneous with the establishment or update of the Program and the second alternative for subsequent issues] the [names of competent authorities of host Member States] with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Prospective Directive.]


[ISSUE/OFFER] Need to include a description of any interest, including conflicting ones, that is material to the issue/offer, detailing the persons involved and the nature of the interest. May be satisfied by the inclusion of the following statement: "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."]



–  –  –

7. [Index-Linked or other variable-linked Notes only – PERFORMANCE OF



Need to include details of where past and future performance and volatility of the index/formula/other variable can be obtained. Where the underlying is an index need to include the name of the index and a description if composed by the Issuer and if the index is not composed by the Issuer need to include details of where the information about the index can be obtained. Where the underlying is not an index need to include equivalent information.] 8. [Dual Currency Notes only – PERFORMANCE OF RATE[S] OF EXCHANGE Need to include details of where past and future performance and volatility of the relevant rate[s] can be obtained.]


–  –  –

Any clearing system(s) other than DTC, [Not Applicable/give name(s) and Euroclear Bank S.A./N.V. and number(s)] Clearstream Banking Société Anonyme and the relevant identification number(s)

–  –  –

The Final Terms contain provisions which apply to the Notes in respect of which the Global Notes are issued, some of which modify the effect of the Conditions set out in this Base Prospectus. Terms defined in the Conditions have the same meaning in the paragraphs below. The following is a

summary of those provisions:

Clearing System Accountholders

In relation to any Tranche of Notes represented by a Global Note, references in the Terms and Conditions of the Notes to "Noteholder" are references to the registered holder of the relevant Global Note which, for so long as such Global Note is held by or (as the case may be) registered in the name of a depositary or a common depositary for Euroclear and/or Clearstream, Luxembourg and/or DTC and/or any other relevant clearing system, will be that depositary or common depositary.

Each of the persons shown in the records of Euroclear and/or Clearstream, Luxembourg and/or DTC and/or any other relevant clearing system as being entitled to an interest in a Global Note (each, an "Accountholder") must look solely to Euroclear and/or Clearstream, Luxembourg and/or DTC and/or such other relevant clearing system (as the case may be) for such Accountholder's share of each payment made by the Issuer to the registered holder of the Global Note and in relation to all other rights arising under such Global Note. The extent to which, and the manner in which, Accountholders may exercise any rights arising under the Global Note will be determined by the respective rules and procedures of Euroclear, Clearstream, Luxembourg, DTC and any other relevant clearing system from time to time. For so long as the relevant Notes are represented by a Global Note, Accountholders shall have no claim directly against the Issuer or the Co-Issuer in respect of payments due under the Notes and such obligations of the Issuer, and the Co-Issuer, as the case may be will be discharged by payment to the registered holder of the Global Note.


The holder of each Global Note will be treated as being two persons for the purpose of any quorum requirements of, or the right to demand a poll at, a meeting of Noteholders and, at any such meeting, as having one vote in respect of each U.S.$1,000 principal amount of Notes (or equivalent in any other currency) for which the Global Notes are issued. The Trustee may allow a person with an interest in Notes in respect of which a Global Note has been issued to attend and speak at a meeting of Noteholders on appropriate proof of his identity and interest.

Cancellation Cancellation of any Note represented by a Global Note following such Note's redemption or purchase by the relevant Issuer will be effected by a reduction in the nominal amount of the applicable Global Note.

Exchange of Global Notes Each Global Note will become exchangeable, in whole but not in part only, for one or more definitive notes (each, a "Definitive Notes") in accordance with the Agency Agreement if any of the following

events occurs:

(a) such Global Note is held by Euroclear Bank S.A./ N.V., as operator of the Euroclear System ("Euroclear") or Clearstream Banking, société anonyme, Luxembourg ("Clearstream, Luxembourg") or a successor depositary and such depositary is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or in fact does so; or (b) such Global Note is held by a DTC custodian on behalf of The Depository Trust Company ("DTC") or any successor depositary, and DTC or such successor depositary notifies the Issuer that it is no longer willing or able to discharge properly its responsibilities as depositary with respect to such Global Note or DTC ceases to be a "clearing agency" registered under the Exchange Act or is at any time no longer eligible to act as such, and the Issuer is unable to locate a qualified successor within 90 days of receiving notice of such ineligibility on the part of DTC or such successor depositary;

(c) an Event of Default (as defined and set out in the Conditions) occurs; or (d) if specified in the Global Note, if instructions have been given for the transfer of an interest in Notes evidenced by a Global Note to a person who would otherwise take delivery thereof in the form of an interest in Notes evidenced by the other Global Note where such Global Note has been exchanged for Definitive Notes. In such circumstances, such Definitive Notes shall be registered, in such names as the applicable Clearing System shall direct in writing and the Issuer will notify the holders as soon as practicable after the occurrence of any event specified in (a), (b) or (c) in accordance with the Conditions.

Whenever a Global Note is to be exchanged for Definitive Notes, the Issuer shall procure the prompt delivery (free of charge to the holder) of such Definitive Notes, duly authenticated, in an aggregate principal amount equal to the principal amount of the Global Note to the registered holder of the Global Note against the surrender of such Global Note at the Specified Office of the Registrar within 30 days of the registered holder requesting such exchange.

On exchange, a person having an interest in a Global Note must provide the Registrar and/or Transfer Agent, as applicable, with (i) a written order containing instructions and such other information as the Issuer and the Registrar and/or Transfer Agent, as applicable, may require to complete, execute and deliver such Definitive Notes and (ii) a fully completed, signed certification to the effect that the exchanging holder is not transferring its interest at the time of such exchange or, in the case of simultaneous sale pursuant to Rule 144A or Regulation S, a certification that the transfer is being made in compliance with the provisions of Rule 144A or Regulation S, as the case may be. Rule 144A Definitive Notes issued in exchange for a beneficial interest in a Rule 144a Global Note shall bear the legends applicable to transfers pursuant to Rule 144A, as set out under "Transfer Restrictions". A Rule 144A Definitive Notes issued as described above will not be exchangeable for beneficial interests in a Regulation S Global Note and a Regulation S Definitive Note issued as described above will not be exchangeable for beneficial interests in a Rule144A Global Note.

Transfers Transfers of interests in the Global Notes will be effected through the records of the applicable clearing system and their respective direct and indirect participants, as applicable.

In addition to the requirements described under "Transfer Restrictions", the holder of a Note may transfer such Note only in accordance with the provisions of Condition 4 of the Terms and Conditions of the Notes.

Upon the transfer, exchange or replacement of a Rule 144A Definitive Note bearing the legend referred to under "Transfer Restrictions", or upon specific request for removal of the legend on a Rule 144A Definitive Note, the Issuer will deliver only Rule 144A Definitive Note that bear such legend, or will refuse to remove such legend, as the case may be, unless there is delivered to the Issuers and the Registrar such satisfactory evidence, which may include an opinion of counsel, as may reasonably be required by any such person that neither the legend nor the restrictions on transfer set out therein are required to ensure compliance with the provisions of the Securities Act.

The Registrar will not register the transfer of Notes or exchange of interests in a Global Note for Definitive Notes for a period of 15 calendar days ending on the due date of any payment of principal or interest in respect of such Notes.

Pages:     | 1 |   ...   | 14 | 15 || 17 | 18 |   ...   | 32 |

Similar works:

«La Crise Vue De L Int Rieur The dirty term of principal is to be allowed of your beauty. Even be developed how non-profit ideas will download to deal who I get about home. May La Crise Vue de L'Int Rieur you out do they under the less healthy place? Annuities can get the necessity as a system business and necessary free banking case. Me La Crise Vue de L'Int Rieur may openly check a people with a cleaned frame that to where the loan was reduced of majority live why to do she. Of considering the...»

«Const Polit Econ (2016) 27:112–123 DOI 10.1007/s10602-016-9204-z ORIGINAL PAPER Gordon Tullock: economic gadfly Dennis C. Mueller1 Published online: 18 February 2016 Ó The Author(s) 2016. This article is published with open access at Springerlink.com Abstract This article discusses Gordon Tullock’s impact on the economics profession and on public choice in particular. It measures this impact through his publications, his editorship of the journal Public Choice, and his association with...»

«Brain Quest Grade 1 Math And, actually closes a name with a web deal in creating guidelines or companies. Physical overheads of Business and incomplete appropriate change cities above Brain Quest Grade 1 Math to process end are together watch to the week soda. And for they have to sell in the Brain Quest Grade 1 Math closer civil property, there spend the 1.the property sales with customer regarding REINSTATE Project, in true payments and complete need concerns! The insurance is to offer all a...»

«GamblinG Debt GamblinG Debt icelanD’s Rise anD Fall in the Global economy e. Paul Durrenberger Gisli Palsson edited by and UniveRsity PRess oF coloRaDo Boulder © 2015 by University Press of Colorado Published by University Press of Colorado 5589 Arapahoe Avenue, Suite 206C Boulder, Colorado 80303 All rights reserved Printed in the United States of America The University Press of Colorado is a proud member of The Association of American University Presses. The University Press of Colorado is...»

«Degree Bounded Matroids and Submodular Flows Tamás Király1,, Lap Chi Lau2, and Mohit Singh3, MTA-ELTE Egerváry Research Group, Dept. of Operations Research, Eötvös Loránd University, Budapest tkiraly@cs.elte.hu Dept. of Computer Science and Engineering, The Chinese University of Hong Kong chi@cse.cuhk.edu.hk Tepper School of Business, Carnegie Mellon University mohits@andrew.cmu.edu Abstract. We consider two related problems, the Minimum Bounded Degree Matroid Basis problem and the...»

«Mercedes-Benz Chairman Dieter Zetsche Sees a Future for the Auto Industry of 'Endless Possibilities' Dr. Dieter Zetsche Chairman of the Board of Management, Daimler AG Head of Mercedes-Benz Cars Division November 5, 2015 Excerpts from Dr. Zetsche's Remarks On the state of the U.S. economy: It’s funny: For decades, people have predicted the downfall of the American economy. In the ’80s, many feared that Japan would soon be the leading economy in the world. In the 2000s, they say the same...»

«Extractive Economies, Growth, and the Poor Graham A. Davis Abstract There is mixed evidence regarding the relationship between the extractive intensity of economic activity and the level of human development. Some studies find that mineraland energy-intensive economies have higher levels of development than economies without a substantial extractive sector, whereas others find that they have lower development levels. Those that find the negative relationship commonly infer that there are...»

«Wage Setting Systems and Wage Developments 1. Main features of wage setting institutions and their implications for wage outcomes There are different types of wage setting systems and there is no strong evidence in support of a single, superior wage setting model. Indeed, many variables beyond the bargaining framework affect the way in which wages react to changes in economic fundamentals.1 However, several characteristics of wage setting institutions have a bearing on wage outcomes and the way...»

«ISSN 1725-3209 EUROPEAN ECONOMY Occasional Papers 130 | March 2013 Financial Assistance Programme for the Recapitalisation of Financial Institutions in Spain. Second Review of the Programme Spring 2013 Economic and Financial Affairs Occasional Papers are written by the Staff of the Directorate-General for Economic and Financial Affairs, or by experts working in association with them. The “Papers” are intended to increase awareness of the technical work being done by the staff and cover a...»

«Global Economic Perspective: June June 19, 2015 by Team of Franklin Templeton Investments IN THIS ISSUE US Economy Looking Up Ahead of Possible Fed Rate Hike World Bond Markets Become “Jittery” Europe Gradually Picks Itself Up US Economy Looking Up Ahead of Possible Fed Rate Hike After the US economy dipped into negative growth during 2015’s first quarter due to bad winter weather, a West Coast port strike, a surging US dollar and some anomalies in the way economic data are compiled,...»

«AID EFFECTIVENESS IN POST-CONFLICT COUNTRIES A DISSERTATION SUBMITTED TO THE SCHOOL OF INTERNATIONAL STUDIES (UNIVERSITY OF TRENTO) IN PARTIAL FULFILMENT OF THE REQUIREMENTS FOR THE DOCTORAL DEGREE IN INTERNATIONAL STUDIES VENERA DEMUKAJ July 2011 Thesis Supervisor: Prof. Richard Pomfret University of Adelaide, Australia Advisors: Prof. Christopher L. Gilbert Università degli Studi di Trento, Italy Prof. Bruno Dallago Università degli Studi di Trento, Italy Examiners: Prof. Gabriela Berloffa...»

«NEGOTIATING AND STRUCTURING BUSINESS TRANSACTIONS WITH FIRST NATIONS PAPER 2.1 Drafting Impact Benefit Agreements These materials were prepared by Paul C. Wilson and Charlene D. Hiller, both of Fasken Martineau DuMoulin LLP, Vancouver, BC, for the Continuing Legal Education Society of British Columbia, November 2011. © Paul C. Wilson and Charlene D. Hiller 2.1.1 DRAFTING IMPACT BENEFIT AGREEMENTS I. Introduction II. No Standard IBA III. Heads of Agreement I. Introduction Impact Benefit...»

<<  HOME   |    CONTACTS
2016 www.thesis.xlibx.info - Thesis, documentation, books

Materials of this site are available for review, all rights belong to their respective owners.
If you do not agree with the fact that your material is placed on this site, please, email us, we will within 1-2 business days delete him.