Annual report (20-F) - Ono

par value shares and subject to adjustment in certain circumstances. The 2009 EVCs are due to be paid in
2009 although prepayment may be triggered under certain circumstances such as an IPO of Cableuropa.
Cableuropa and our subsidiaries guaranteed the 2009 EVCs on a senior subordinated basis.
The 2011 EVCs
At the same time of its issue of the 2011 Notes, ONO Finance issued 200,000 dollar and 150,000
euro denominated equity value certificates which originally evidenced the right to receive the cash value
of 48.98512580 shares of Cableuropa in dollars, and of 45.98831311 shares of Cableuropa in euro,
respectively, considering €1.00 par value shares and subject to adjustment in certain circumstances. The
2011 EVCs are due to be paid in 2011 although prepayment may be triggered under certain circumstances
such as an IPO of Cableuropa. Cableuropa and our subsidiaries guaranteed the 2011 EVCs on a senior
subordinated basis.
D. Exchange Controls
There are no foreign exchange controls currently in force that restrict the import or export of
capital or that affect the remittance of interest or other payments to holders of Notes who are nonresidents
of Spain.
There are no limitations relating to non-residents of Spain on the right to be a holder of, or to
vote in respect of the Notes under Spanish law currently in force or in Cableuropa’s memorandum or
articles of association.
E. Taxation
The summaries set out below describe certain material U.S. tax consequences of the acquisition,
ownership and disposition of the Notes and equity value certificates by a U.S. holder, as defined below,
and certain material U.K. and Spanish tax consequences of the acquisition, ownership and disposition of
the Notes. The statements regarding U.S., U.K. and Spanish tax laws and practices set forth below,
including the statements regarding the U.S./U.K. double taxation convention relating to income and
capital gains assume that the Notes and equity value certificates will be issued, and transfers thereof will
be made, in accordance with the applicable indenture, the applicable note depositary agreement and the
applicable equity value certificate agreement.
For purposes of the U.S. Internal Revenue Code of 1986, as amended to the date hereof, which
we refer to as the Code, U.S. holders of book-entry interests will be treated as owners of the Notes
underlying such book-entry interests and, except as noted below, the tax consequences of owning bookentry
interests will be the same as those applicable to ownership of Notes. However for U.K. tax purposes
the tax consequences of owning book-entry interests will not in all cases be the same as those applicable
to ownership of the Notes and it should not be assumed that the U.K. tax consequences of ownership of
the Notes set out below will apply equally to ownership of book-entry interests.
EU Savings Directive
On June 3, 2003, the EU Council of Economic and Finance Ministers adopted a new directive
regarding the taxation of savings income. The directive is scheduled to be applied by Member States from
July 1, 2005, provided that certain non-EU countries adopt similar measures from the same date. Under
the directive each Member State will be required to provide to the tax authorities of another Member State
details of payments of interest or other similar income paid by a person within its jurisdiction to, or
collected by such a person for, an individual resident in that other Member State; however, Austria,
Belgium and Luxembourg may instead apply a withholding system for a transitional period in relation to
such payments, deducting tax at rates rising over time to 35%. The transitional period is to commence on
the date from which the directive is to be applied by Member States and to terminate at the end of the first
full fiscal year following agreement by certain non-EU countries to the exchange of information relating
to such payments.
United Kingdom Taxation
The following is a summary of the current law and published practice in the U.K. relating to
certain aspects of the U.K. taxation of the acquisition, ownership and disposal of the Notes as of the date
hereof and does not purport to be comprehensive. It relates only to the position of the persons who are the
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