Under the Euro Medium Term Note Programme ... - Finance - EDF

TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED
BEARER NOTES
Temporary Global Certificates
A Temporary Global Certificate, without interest Coupons, will initially be issued in
connection with Materialised Bearer Notes. Upon the initial deposit of such Temporary
Global Certificate with a common depositary for Euroclear and Clearstream, Luxembourg
(the "Common Depositary"), Euroclear or Clearstream, Luxembourg will credit the accounts
of each subscriber with a nominal amount of Notes equal to the nominal amount thereof for
which it has subscribed and paid.
The Common Depositary may also credit with a nominal amount of Notes the accounts of
subscribers with (if indicated in the relevant Final Terms) other clearing systems through
direct or indirect accounts with Euroclear and Clearstream, Luxembourg held by such other
clearing systems. Conversely, a nominal amount of Notes that is initially deposited with any
other clearing system may similarly be credited to the accounts of subscribers with
Euroclear, Clearstream, Luxembourg or other clearing systems.
Exchange
Each Temporary Global Certificate issued in respect of Notes will be exchangeable, free of
charge to the holder, on or after its Exchange Date (as defined below):
(i)
(ii)
if the relevant Final Terms indicate that such Temporary Global Certificate is issued
in compliance with the C Rules or in a transaction to which TEFRA is not
applicable 12 , in whole, but not in part, for the Definitive Materialised Bearer Notes;
and
otherwise, in whole but not in part upon certification as to non-U.S. beneficial
ownership (a form of which shall be available at the specified offices of any of the
Paying Agents) for Definitive Materialised Bearer Notes.
Delivery of Definitive Materialised Bearer Notes
On or after its Exchange Date, the holder of a Temporary Global Certificate may surrender
such Temporary Global Certificate to or to the order of the Fiscal Agent. In exchange for any
Temporary Global Certificate, the Issuer will deliver, or procure the delivery of, an equal
aggregate nominal amount of duly executed and authenticated Definitive Materialised Bearer
Notes.
12
The Hiring Incentives to Restore Employment Act of 2010 (the "HIRE Act”)") repealed
the TEFRA C rules and TEFRA D rules for Notes issued after 18 March 2012. Based on
Notice 2012-20, the US Department of Treasury and the US Internal Revenue Service
intend to provide in future regulations that rules identical to the TEFRA C rules and
TEFRA D rules will apply for purposes of establishing an exemption from the excise tax
under Section 4701 of the US Internal Revenue Code. Consequently, Materialised Bearer
Notes issued after 18 March 2012 in accordance with the TEFRA C rules or TEFRA D
rules should continue to be treated as "foreign targeted obligations" that are exempt from
the excise tax.
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