«This document constitutes two base prospectuses of Vorarlberger Landes- und Hypothekenbank Aktiengesellschaft (the Issuer) for the purposes of ...»
This document constitutes two base prospectuses of Vorarlberger Landes- und Hypothekenbank Aktiengesellschaft (the
"Issuer") for the purposes of Article 5.4 of Directive 2003/71/EC of the European Parliament and the Council of 4 November
2003, as amended (the "Prospectus Directive") and the Luxembourg law relating to prospectuses for securities of 10 July
2005 (Loi relative aux prospectus pour valeurs mobilières), as amended (the "Luxembourg Law"), which implements the
Prospectus Directive in the Grand Duchy of Luxembourg: (i) the base prospectus in respect of non-equity securities ("NonEquity Securities") within the meaning of Art. 22 No. 6 (4) of the Commission Regulation (EC) No. 809/2004 of 29 April 2004, as amended (the "Commission Regulation") and (ii) the base prospectus in respect of Pfandbriefe within the meaning of Art.
22 No. 6 (3) of the Commission Regulation, as amended (together, the "Debt Issuance Programme Prospectus", or the "Prospectus").
Debt Issuance Programme Prospectus Dated 5 June 2014 Vorarlberger Landes- und Hypothekenbank Aktiengesellschaft EUR 7,000,000,000 Debt Issuance Programme (the "Programme") Application has been made to list notes (the "Notes", which expression includes Pfandbriefe unless otherwise indicated) in bearer form to be issued under the Programme on the official list of the Luxembourg Stock Exchange and to trade Notes on the regulated market "Bourse de Luxembourg". The Luxembourg Stock Exchange's Regulated Market is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC, as amended. Notes issued under the Programme may also be listed on the Second Regulated Market of the Vienna Stock Exchange or the Regulated Market of the Frankfurt Stock Exchange or may not be listed at all.
The Issuer has requested the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (the "CSSF") in its capacity as competent authority under the Luxembourg Law to approve this Prospectus and to provide the competent authorities in the Federal Republic of Germany, the United Kingdom of Great Britain and Northern Ireland, the Republic of Ireland, the Republic of Austria and The Netherlands with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Luxembourg Law on Prospectuses ("Notification"). The Issuer may request the CSSF to provide competent authorities in additional host Member States within the European Economic Area with a Notification. By approving a prospectus, the CSSF shall give no undertaking as to the economic and financial soundness of the operation or the quality or solvency of the issuer. Pursuant to Article 7(7) of the Luxembourg law on prospectuses for securities, the CSSF shall by approving a
This Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu) and on the website of the Issuer (www.hypovbg.at). It is valid for a period of 12 months after its approval.
Responsibility Statement Vorarlberger Landes- und Hypothekenbank Aktiengesellschaft ("Hypo Landesbank Vorarlberg", "Hypo Vorarlberg" or the "Issuer") with its registered office in Bregenz, the Republic of Austria, is solely responsible for the information given in this Prospectus and for the information which will be contained in the relevant final terms (the "Final Terms"). The Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.
Notice This Prospectus should be read and understood in conjunction with any supplement thereto and with any document incorporated herein by reference. Full information on the Issuer and any tranche of Notes is only available on the basis of the combination of the Prospectus and the relevant Final Terms.
The Issuer has confirmed to the Dealers set forth on the cover page and any additional dealer appointed from time to time under the Programme (each a "Dealer" and together the "Dealers") that this Prospectus contains all information with regard to the Issuer and any Notes which is material in the context of the Programme and the issue and offering of Notes thereunder; that the information contained herein is accurate in all material respects and is not misleading; that the opinions and intentions expressed herein are honestly held, that there are no other facts, the omission of which would make this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect; and that all reasonable enquiries have been made to ascertain all facts and to verify the accuracy of all statements contained herein.
No person has been authorised to give any information which is not contained in or not consistent with this Prospectus or any other document entered into or any other information supplied in connection with the Programme and, if given or made, such information must not be relied upon as having been authorised by or on behalf of the Issuer or any of the Dealers.
This Prospectus is valid for 12 months after its approval. The Prospectus and any supplement hereto as well as any Final Terms reflect the status as of their respective dates of issue. The offering, sale or delivery of any Notes may not be taken as an implication that the information contained in such documents is accurate and complete subsequent to their respective dates of issue or that there has been no adverse change in the financial condition of the Issuer since such date or that any other information supplied in connection with the Programme is accurate at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.
The Issuer has undertaken with the Dealers to supplement this Prospectus or publish a new Prospectus if and when the information herein should become materially inaccurate or incomplete, and has further agreed with the Dealers to furnish a supplement to the Prospectus in the event of any significant new factor, material mistake or inaccuracy relating to the information included in this Prospectus which is capable of affecting the assessment of the Notes and where approval by the CSSF of any such document is required, upon such approval having been given.
Neither the Arranger nor any Dealer nor any other person mentioned in this Prospectus, excluding the Issuer, is responsible for the information contained in this Prospectus or any supplement thereof, or any Final Terms or any other document incorporated herein by reference and, accordingly, none of these persons accepts any responsibility for the accuracy and completeness of the information contained in of these documents.
The distribution of this Prospectus, any document incorporated herein by reference and any Final Terms and the offering, sale and delivery of Notes in certain jurisdictions may be restricted by law.
Persons into whose possession this Prospectus and any supplement, if applicable or any Final Terms come are required by the Issuer and the Dealers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of the Prospectus or any Final Terms and other offering material relating to the Notes, in the United States of America, the European Economic Area, the United Kingdom of Great Britain and Northern Ireland, the Republic of Austria, France and Japan see "Selling Restrictions". In particular, the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, and will include Notes in bearer form that are subject to tax law requirements of the United States of America;
subject to certain exceptions, Notes may not be offered, sold or delivered within the United States of America or to U. S. persons. This Prospectus may only be communicated or caused to be communicated in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 ("FSMA") does not apply.The language of this Prospectus (excluding the audited consolidated financial statements of the Issuer incorporated by reference herein) is English. The German versions of the English language Terms and Conditions and Guarantee are shown in the Prospectus for additional information. As to form and content, and all rights and obligations of the Holders and the Issuer under the Notes to be issued, German is the controlling legally binding language if so specified in the relevant Final Terms.
This Prospectus may only be used for the purpose for which it has been published.
Each Dealer and/or each further financial intermediary subsequently reselling or finally placing Notes issued under the Programme is entitled to use the Prospectus as set out in "Consent to the Use of the Prospectus" below.
This Prospectus and any Final Terms may not be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such an offer or solicitation.
This Prospectus and any Final Terms do not constitute an offer or an invitation by or on behalf of the Issuer or the Dealers to any person to subscribe for or to purchase any Notes.
In connection with the issue of any Tranche of Notes under the Programme, the Dealer or Dealers (if any) named in the relevant Final Terms as the stabilising manager(s) (or persons acting on behalf of any stabilising manager(s)) may overallot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail.
However, there is no assurance that the stabilising manager(s) (or persons acting on behalf of a stabilising manager) will undertake stabilisation action. Any stabilisation action may begin at any time after the adequate public disclosure of the terms and conditions of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the Issue Date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.
FORWARD-LOOKING STATEMENTSThis Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that does not relate to historical facts and events. They are based on analyses or forecasts of future results and estimates of amounts not yet determinable or foreseeable. These forward-looking statements are identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will" and similar terms and phrases, including references and assumptions. This applies, in particular, to statements in this Prospectus containing information on future earning capacity, plans and expectations regarding Hypo Landesbank Vorarlberg's business and management, its growth and profitability, and general economic and regulatory conditions and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that the Issuer make to the best of its present knowledge. These forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results, including Hypo Landesbank Vorarlberg's financial condition and results of operations, to differ materially from and be worse than results that have expressly or implicitly been assumed or described in these forward-looking statements. Hypo Landesbank Vorarlberg's business is also subject to a number of risks and uncertainties that could cause a forwardlooking statement, estimate or prediction in this Prospectus to become inaccurate. Accordingly, investors are strongly advised to read the following sections of this Prospectus: "Risk Factors", "Vorarlberger Landes- und Hypothekenbank Aktiengesellschaft as Issuer". These sections include more detailed descriptions of factors that might have an impact on Hypo Landesbank Vorarlberg's business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not occur. In addition, neither the Issuer nor the Dealers assume any obligation, except as required by law, to update any forward-looking statement or to conform these forward-looking statements to actual events or developments.
Table of ContentsPage Summary
Section A - Introduction and Warnings
Section B - Issuer
Section C - Securities
Section D – Risks
Risks specific to the Issuer
Risks specific to the Notes
Section E - Offer
German Translation of the Summary
Abschnitt A - Einleitung und Warnhinweise
Abschnitt B - Emittentin
Abschnitt C - Wertpapiere
Abschnitt D - Risiken
Risiken, die der Emittentin eigen sind
Risiken, die den Schuldverschreibungen eigen sind
Abschnitt E - Angebot
Risk Factors regarding Hypo Landesbank Vorarlberg
Risk Factors regarding the Notes
Consent to the Use of the Prospectus
General Description of the Programme
Terms and Conditions of the Notes – English Language Version
OPTION I - Terms and Conditions that apply to Notes with fixed interest payments
OPTION II - Terms and Conditions that apply to Notes with floating interest payments
OPTION III - Terms and Conditions that apply to Notes without periodic interest payments (Zero Coupon)89 OPTION IV - Terms and Conditions that apply to Pfandbriefe with fixed interest rates
OPTION V - Terms and Conditions that apply to Pfandbriefe with floating interest rates
OPTION VI - Terms and Conditions that apply to Pfandbriefe without periodic interest payments (Zero Coupon)
Terms and Conditions of the Notes (German Language Version)
OPTION I - Anleihebedingungen für Schuldverschreibungen mit fester Verzinsung
OPTION II - Anleihebedingungen für Schuldverschreibungen mit variabler Verzinsung