LAUNCHPAD PROGRAMME OFFERING SUPPLEMENT NR. 33 DATED 09 FEBRUARY 2005 EQUITY CERTIFICATES LINKED TO SATYAM COMPUTER SERVICES LTD PURSUANT TO THE ABN AMRO LAUNCHPAD PROGRAMME ISSUE PRICE: USD 7.4619 PROSPECTIVE PURCHASERS OF THE SECURITIES DESCRIBED IN THIS DOCUMENT SHOULD ENSURE THAT THEY UNDERSTAND FULLY THE NATURE OF THE SECURITIES AND THE EXTENT OF THEIR EXPOSURE TO THE RISKS ASSOCIATED WITH THE SECURITIES . THE MARKET PRICE AND /OR VALUE OF THE SECURITIES MAY BE VOLATILE AND HOLDERS OF THE SECURITIES MAY NOT RECEIVE ANY RETURN ON THE VALUE OF THEIR INVESTMENT . UNLESS THE SECURITIES ARE OF A TYPE IN RESPECT OF WHICH RETURN OF CAPITAL IS ASSURED , HOLDERS MAY SUSTAIN A TOTAL LOSS OF THEIR INVESTMENT . PROSPECTIVE PURCHASERS NEED TO CONSIDER THE SUITABILITY OF AN INVESTMENT IN THESECURITIES IN LIGHT OF THEIR OWN FINANCIAL, FISCAL, REGULATORY AND OTHER CIRCUMSTANCES . PLEASE REFER TO THE “RISK STATEMENT” IN SECTION I OF THE PROGRAMME AND TO “SELLING RESTRICTIONS ” ALSO IN SECTION I OF THE PROGRAMME.
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Abn Amro Bank Nv 1m Equity Certificates Linked to the Satyam Computer Services Ltd - Supplement Series No33
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8/4/2019 Abn Amro Bank Nv 1m Equity Certificates Linked to the Satyam Computer Services Ltd - Supplement Series No33
Under its LaunchPAD Programme (the “Programme”) ABN AMRO Bank N.V. acting
through its principal office or its branch in London or such further or other branches as it may
specify may from time to time issue securities relating to shares and/or indices and/or debt
securities and/or currencies and/or commodities. The Issuer has now determined to issue up to
1,000,000 Certificates relating to the ordinary shares of Satyam Computer Services Ltd (the
“Securities”) as described in the relevant offering supplement (the “Offering Supplement”).
The Securities are issued upon the terms and subject to the product conditions (the “Product
Conditions”) set out in the relevant Offering Supplement and the general conditions (the
“General Conditions”) set out in the Programme. The Product Conditions and the General
Conditions shall together be referred to as the “Conditions”.
Application has been made to list the Securities under the Programme on the Luxembourg
Stock Exchange (the “Exchange”). For the purposes of compliance with the national lawsand regulations of any country into which offerings of the Securities is proposed to be made,
the Offering Supplement may have attached to it one or more country supplements (each a
“Country Supplement”). The attachment of one or more Country Supplements shall not
preclude the attachment of further Country Supplements from time to time. References to
“this document” shall, unless the context requires otherwise, include the relevant Country
Supplement and Offering Supplement.
Subject to the rules and regulations of any securities exchange on which the Securities are
officially listed or quoted, the Securities may be sold by the Issuer at such times and at such
prices as the Issuer may select. There is no obligation on the Issuer to sell all of the
Securities. The Securities may be offered or sold in one or more transactions at the discretion
of the Issuer.
The LaunchPAD Programme is dated 22 October 2004, replaces the LaunchPAD
Programme dated 22 October 2003, and provides information with respect to a range of
financial instruments which are capable of issue under it. This Programme may only be
used for the purpose for which it has been produced. Copies of the Programme areavailable from the Issuer and its Agents (if any), without charge, upon the oral or
written request of such person. This Programme is available on the Issuer’s website at
derivatives.abnamro.com. The Offering Supplement constitutes, in relation to the
Securities only, a completed version of the LaunchPAD Programme. The Offering
Supplement is dated 09 February 2005 and should be read in conjunction with the
Programme.
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Subject as set out with respect to the Underlying (as to which, please refer to “Information
Relating to the Underlying”), the Issuer accepts responsibility for the information contained
in this document. To the best of the knowledge and belief of the Issuer (who has taken allreasonable care to ensure that such is the case) the information contained in this document is
in accordance with the facts and does not omit anything likely to affect the import of such
information.
The Offering Supplement is to be read in conjunction with all documents that are deemed to
be incorporated therein by reference and shall be read and construed on the basis that such
documents are incorporated in and form part of the Offering Supplement.
Except as set out in this document, neither the Issuer nor Holding has authorised the makingor provision of any representation or information regarding the Issuer, Holding, or any
Securities. Neither the delivery of the Programme nor of any Offering Supplement nor any
information provided in the course of a transaction in Securities shall, in any circumstances,
be construed as a basis for credit or risk evaluation with respect to the Issuer or Holding or a
recommendation by the Issuer or Holding to enter into any transaction with respect to any
Securities. Each prospective investor contemplating a purchase of Securities should make its
own independent investigation of the risks associated with a transaction involving any
Securities. Neither the Offering Supplement nor any other information supplied in
connection with the Programme constitutes an offer or invitation by or on behalf of the Issuer
or any manager and/or dealer (each a “Manager”) to any person to subscribe for or to
purchase any Securities.
The delivery of this document does not in any way imply that there has been no change in the
affairs of the Issuer or of Holding since the date of this Programme.
The distribution of this document and the offering, sale and delivery of the Securities in
certain jurisdictions may be restricted by law. Persons into whose possession this documentcomes are required by the Issuer to inform themselves about, and to observe, any such
restrictions. For a description of certain restrictions on offers, sales and deliveries of
Securities and the distribution of this document and other offering material relating to the
Securities please refer to “Selling Restrictions” in Section I.
In connection with the issue and the distribution of any Securities, any one Manager
appointed by the Issuer or any person acting for it may over-allot or effect transactions with a
view to supporting the market price of the Securities at a higher level than that which might
otherwise prevail for a limited period after the issue date. However, there may be no
obligation on the Manager or any other person to do this. Such stabilising, if commenced,
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This Offering Supplement is listed under the LaunchPAD Programme dated 22 October
2004, but the terms and conditions should be read in conjunction with the LaunchPADProgramme dated 22 October 2003.
This summary does not purport to be complete and (whether or not so stated herein) is
subject to, and is qualified in its entirety by reference to the more detailed information
appearing elsewhere in this Offering Supplement (including definitions of terms).
Issuer: ABN AMRO Bank N.V., London branch
Number of Securities: 1,000,000
Description:Underlying: Subject to the terms and conditions set forth herein, eachSecurity entitles its Holder to receive from the Issuer on theSettlement Date the Cash Amount (as defined in theConditions), which is equal to 99.50% of the weightedaverage execution price per Share of the Underlyingconverted into USD at the Deliverable Forward FX Rate asdetermined by the Calculation Agent on the Valuation Date.In addition, the Holder of each Security is entitled toreceive, from time to time, the Dividend Amount (asdefined in the Conditions), if any, three Business Daysfollowing receipt by the Issuer (or the Hedge Holder) of dividend and/or cash distribution to which such DividendAmount relates, such amount to be determined by theCalculation Agent by reference to the amount of dividendsper Share of the Underlying paid to Issuer (or HedgeHolder) net of any taxes or other charges, all converted intoUSD at the prevailing FX Rate (as determined by theCalculation Agent).
Selling Restrictions: Regulation S/Rule 144A. The Securities may only be soldto eligible persons subject to the Selling Restrictions setforth in this Offering Supplement (including the USCountry Supplement hereto), notwithstanding provisions inthis Offering Supplement describing other possible personsto whom Securities might be sold.
Form: Regulation S Global Security/144A Global Security. TheSecurities may only be issued in the Form specified,notwithstanding provisions in this Offering Supplementdescribing other possible Forms the Securities might take.
United States Federal Income
Tax Treatment of the
Securities:
Investors should consider the tax consequences of investingin the Securities. Significant aspects of the U.S. federal
income tax treatment of the Securities are uncertain. Forinstance, while the constructive ownership rules of Section1260 of the U.S. Internal Revenue Code only applycurrently to the Securities if the Underlying is deemed to bestock of a passive foreign investment company for U.S.federal income tax purposes (a “PFIC”), there is noassurance that the U.S. Treasury will not promulgateregulations (possibly with retroactive effect) to expand theapplication of these rules. The Issuer has not consideredwhether the Underlying is stock in a PFIC. If theconstructive ownership rules of Section 1260 apply to theSecurities, whether because the Underlying is deemed to be
stock in a PFIC or because of future regulations, the timingand character of income on the Securities would besignificantly affected. We do not plan to request a rulingfrom the Internal Revenue Service (the “IRS”) or from anyother taxing authority regarding the tax treatment of theSecurities, and the IRS or a court may not agree with the taxtreatment described herein. Potential purchasers of theSecurities should refer to the Country Supplementapplicable to the United States of America, for a furtherexplanation of any potential U.S. federal tax consequencesand consult their professional advisors concerning theapplication of U.S. federal income tax laws, as well as the
laws of any state, local or foreign taxing jurisdictions totheir own particular situations.
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shall be necessary to account for or to pay any such tax, duty, charge, withholding or
other payment. Each Holder shall indemnify the Issuer against any loss, cost or other
liability whatsoever sustained or incurred by the Issuer in respect of any such tax,
duty, charge, withholding or other payment as referred to above in respect of the
Securities of such Holder.
15. POTENTIAL CONFLICTS OF INTEREST
The Issuer and/or its affiliates may carry out activities that minimize the Issuer’s risks
related to the Securities, including trading in the Underlying. In particular, on the date
of this Offering Supplement, the Issuer, through its affiliates, may have hedged its
anticipated exposure in connection with the Securities by taking positions in the
Underlying, and/or other instruments that it deemed appropriate in connection with
such hedging. Such hedging is carried out in a manner designed to minimize any
impact on the price of the Underlying.
The Issuer or its affiliates may also engage in trading the Underlying and other
investments relating to the issuer of the Underlying on a regular basis as part of such
entities’ general broker-dealer and other businesses, for proprietary accounts, for
other accounts under management or to facilitate transactions for customers,including block transactions. Although the Issuer has no reason to believe that such
hedging activity or other trading activities which it, or any of its affiliates, engage in
or may engage in has had or will have a material impact on the price of the
Underlying no assurance can be given in this regard, and it is possible that the Issuer
or its affiliates could receive substantial returns from these hedging or other trading
activities while the value of the Securities may decline. Any of these activities could
adversely affect the price of the Underlying and, therefore, the value of the Securities.
The Issuer or its affiliates may also issue or underwrite other securities or financial orderivative instruments with returns linked or related to changes in the value of the
Underlying. By introducing competing products into the marketplace in this manner,
the Issuer or its affiliates could adversely effect the value of the Securities. From time
to time the Issuer or its affiliates may engage in business with the issuer of the
Underlying, including extending loans to, or making equity investments in, or
providing investment advisory services to, the issuer of the Underlying, including
merger and acquisition advisory services. It is also possible that any advisory
services that the Issuer or its affiliates provide in the course of any business with the
issuer of the Underlying or its affiliates could lead to actions on the part the issuer of
the Underlying which might adversely affect the value of the Underlying.
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The General Conditions which follow relate to the Securities and must be read in
conjunction with, and are subject to, the Product Conditions (whether or not attached to
this document). The Product Conditions and the General Conditions together constitute
the Conditions of the Securities and will be printed on the Definitive Securities or attached
to the Global Security representing the Securities.
1. DEFINITIONS
Terms in capitals which are not defined in these General Conditions shall have the
meanings ascribed to them in the Product Conditions.
2. STATUS
The Securities constitute unsecured and unsubordinated obligations of the Issuer and
rank pari passu among themselves and with all other present and future unsecured
and unsubordinated obligations of the Issuer save for those preferred by mandatory
provisions of law.
3. EARLY TERMINATION
The Issuer shall have the right to terminate the Securities if it shall have determined inits absolute discretion that for reasons beyond its control its performance thereunder
shall have become unlawful in whole or in part as a result of compliance in good faith
by the Issuer with any applicable present or future law, rule, regulation, judgement,
order or directive of any governmental, administrative, legislative or judicial authority
or power (“Applicable Law”). In such circumstances the Issuer will, however, if and
to the extent permitted by the Applicable Law, pay to each Holder in respect of each
Security held by such Holder an amount calculated by it as the fair market value of
the Security immediately prior to such termination (ignoring such illegality) less the
cost to the Issuer of unwinding any related hedging arrangements. Payment will be
made to the Holder in such manner as shall be notified to the Holder in accordance
with General Condition 4.
4. NOTICES
(a) Validity. Unless otherwise specified in an Offering Supplement,
announcements to Holders will be valid if delivered to the Clearing Agent(s).
(b) Delivery. Any such announcement issued pursuant to General Condition 4(a)
shall be deemed to be effective on the day following its delivery to the
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6. PURCHASES, FURTHER ISSUES BY THE ISSUER AND PRESCRIPTION
(a) Purchases. The Issuer or any Affiliate may, except under certain
circumstances, purchase Securities at any price in the open market or by
tender or private treaty. Any Securities so purchased may be held,
surrendered for cancellation or reissued or resold, and Securities so reissued
or resold shall for all purposes be deemed to form part of the original series of
Securities.
In this General Condition 6(a) “Affiliate” means any entity controlled
directly or indirectly, by the Issuer, any entity that controls, directly or
indirectly, the Issuer, or any entity under common control with the Issuer. As
used herein “control” means the ownership of a majority of the voting power
of the entity and “controlled by” and “controls” shall be construed
accordingly.
(b) Further Issues. The Issuer shall be at liberty from time to time without the
consent of the Holders or any of them to create and issue further securities so
as to be consolidated with and form a single series with the Securities.
(c) Prescription. Any Security or Coupon which is capable of presentation and is
not so presented by its due date for presentation shall be void, and its valuereduced to zero, if not so presented within five years of such due date. For
the avoidance of doubt, any Securities which are subject to provisions relating
to their exercise shall be void, and their value shall be zero, if not exercised in
accordance with their provisions.
7. DETERMINATIONS AND MODIFICATIONS
(a) Determinations. Any determination made by the Issuer shall (save in the case
of manifest error) be final, conclusive and binding on the Holders.
(b) Modifications. The Issuer may without the consent of the Holders or any of
them, modify any provision of the Conditions which is: (i) of a formal, minor
or technical nature; (ii) made to correct a manifest error; or (iii) in its absolute
discretion, not materially prejudicial to the interests of the Holders. Notice of
any such modification will be given to the Holders in accordance with
General Condition 4 but failure to give, or non-receipt of, such notice will not
affect the validity of any such modification.
8. SUBSTITUTION
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(a) Substitution of Issuer. The Issuer may at any time, without the consent of the
Holders substitute for itself as principal obligor under the Securities any
company (the “Substitute”), being any subsidiary or affiliate of the Issuer,
subject to: (i) the obligation of the Substitute under the Securities being
guaranteed by ABN AMRO Holding N.V. (“Holding”) (unless Holding is the
Substitute); (ii) all actions, conditions and things required to be taken,
fulfilled and done (including the obtaining of any necessary consents) to
ensure that the Securities represent legal, valid and binding obligations of the
Substitute having been taken, fulfilled and done and being in full force and
effect; and (iii) the Issuer having given at least 30 days’ prior notice of the
date of such substitution to the Holders in accordance with General Condition
4. In the event of any substitution of the Issuer, any reference in the
Conditions to the Issuer shall from such time be construed as a reference to
the Substitute.
(b) Substitution of Office. The Issuer shall have the right upon notice to the
Holders in accordance with General Condition 4 to change the office through
which it is acting and shall specify the date of such change in such notice.
9. TAXATION
The Issuer shall not be liable for or otherwise obliged to pay any tax, duty,
withholding or other similar payment which may arise as a result of the ownership,
transfer or exercise of any Securities. In relation to each Security the relevant Holder
shall pay all Expenses as provided in the Product Conditions. All payments or, as the
case may be, deliveries in respect of the Securities will be subject in all cases to all
applicable fiscal and other laws and regulations (including, where applicable, laws
requiring the deduction or withholding for, or on account of, any tax duty or other
charge whatsoever). The Holder shall be liable for and/or pay, any tax, duty or charge
in connection with, the ownership of and/or any transfer, payment or delivery inrespect of the Securities held by such Holder. The Issuer shall have the right, but
shall not be obliged, to withhold or deduct from any amount payable such amount, as
shall be necessary to account for or to pay any such tax, duty, charge, withholding or
other payment. Each Holder shall indemnify the Issuer against any loss, cost or other
liability whatsoever sustained or incurred by the Issuer in respect of any such tax,
duty, charge, withholding or other payment as referred to above in respect of the
Securities of such Holder.
10. REPLACEMENT OF SECURITIES AND COUPONS
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exchange and each such jurisdiction and provided further that, if and to the
extent that any of the Securities are in registered form, there shall be a
Registrar and a Transfer Agent (which may be the Registrar), if so specified
in the relevant Product Conditions. Notice of any appointment, or
termination of appointment, or any change in the specified office, of any
Agent will be given to Holders in accordance with General Condition 4.
Each Agent acts solely as agent of the Issuer and does not assume any
obligation or duty to, or any relationship of agency or trust for or with, the
Holders or any of them. Any calculations or determinations in respect of the
Securities made by an Agent shall (save in the case of manifest error) be
final, conclusive and binding on the Holders.
(b)
Calculation Agent. The Issuer shall undertake the duties of calculation agent(the “Calculation Agent” which expression shall include any successor
Calculation Agent) in respect of the Securities unless the Issuer decides to
appoint a successor Calculation Agent in accordance with the provisions
below.
The Issuer reserves the right at any time to appoint another institution as the
Calculation Agent provided that no termination of appointment of the existing
Calculation Agent shall become effective until a replacement Calculation Agent
shall have been appointed. Notice of any termination or appointment will be given
to the Holders in accordance with General Condition 4.
The Calculation Agent (except where it is the Issuer) acts solely as agent of
the Issuer and does not assume any obligation or duty to, or any relationship
of agency or trust for or with, the Holders. Where the Issuer acts in the
capacity of the Calculation Agent it does not assume any obligation or duty
to, or any relationship of agency or trust for or with, the Holders. In any
event, any calculations or determinations in respect of the Securities made bythe Calculation Agent (whether or not the Issuer) shall (save in the case of
manifest error) be final, conclusive and binding on the Holders.
The Calculation Agent (except where it is the Issuer) may, with the consent of
the Issuer, delegate any of its obligations and functions to a third party as it
deems appropriate. Where the Calculation Agent is the Issuer it may delegate
any of its obligations and functions to a third party as it deems appropriate.
13. SURRENDER OF UNMATURED COUPONS
Each Security should be presented for redemption, where applicable, together with all
unmatured Coupons relating to it. Upon the due date for redemption of any Security,
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VAN EURONEXT A MSTERDAM N.V. (LISTING & ISSUING RULES))
The Issuer undertakes to comply, so long as the Securities are listed on the Official
Segment of the Stock Market of Euronext Amsterdam N.V., with the provisions (sofar as applicable) of Schedule B, Article 2.1.20 (Sections B to G inclusive) of the
Listing Rules (Fondsenreglement ) of Euronext Amsterdam N.V. as in force at the
date of issue of the Securities.
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“Distribution Compliance Period” means the period expiring 40 days after completion of
the distribution of the Securities, in accordance with Regulation S under the Securities Act;
“Dividend Amount” means, in respect of each Security, an amount, as determined by the
Calculation Agent, equal to the sum of the net cash dividends or other cash distribution which
are paid in respect of one Share, less any Applicable Taxes and Costs, where the Record Date
falls on a date during the period from and including the Launch Date to but excluding the
Exercise Date (save that the Record Date may be extended by the Issuer in its sole and
absolute discretion to fall in a period where the Holder would have been entitled to that
Dividend Amount had that Holder been a holder of the Shares on such record date for such
dividend), multiplied by the Entitlement converted into the Settlement Currency at the
prevailing Exchange Rate on or around the date of receipt of such Dividend Amount by the
Hedge Holder, as determined by the Calculation Agent. For the avoidance of doubt, each
Dividend Amount shall be construed as a separate amount in relation to each such cash
dividend or other cash distribution;
“Entitlement” means the number specified as such in the definition of the relevant Series,
subject to any adjustment in accordance with Product Condition 4;
“Exchange” means the exchange or quotation system specified as such in the definition of the
relevant Series or any successor to such exchange or quotation system;
“Exchange Rate” means the rate of exchange between the Underlying Currency and the
Settlement Currency as determined by the Calculation Agent by reference to such sources as
the Calculation Agent may reasonably determine to be appropriate at such time;
“Exercise Date” means the date specified as such in the definition of the relevant Series or if
such date is not a Business Day, the next following Business Day, save that the Issuer may, inits sole and absolute discretion, by giving notice to the Holders in accordance with General
Condition 4, extend the Exercise Date to a date specified in such notice, and such date will be
deemed to be the Exercise Date;
“Expenses” means all taxes, duties and/or expenses, including all applicable depository,
“Expiration Date” means the date falling 3 months after the Settlement Date provided that if
the Issuer shall have discharged all its obligations in respect of the Securities on a date (the
“End Date”) prior to such date, then the Expiration Date shall be deemed to be the End Date;
“Final Reference Price” means an amount, subject to adjustment in accordance with Product
Condition 4, equal to the weighted average price per Share of the sale of such number of
Shares, equal to the number of Securities outstanding on the Valuation Date (the “Parcel”)
where the Parcel is sold on the Exchange and at such times on the Valuation Date as the
Hedge Holder (on behalf of the Issuer) in its sole and absolute judgement determines
converted into the Settlement Currency at the Deliverable Forward Rate prevailing Exchange
Rate on the Valuation Date provided that if a Market Disruption Event occurs on the
Valuation Date, then the Issuer shall have the sole discretion to (i) procure that the Hedge
Holder does not sell on the Exchange all or any of the Parcel on the Valuation Date and thoseShares comprising the Parcel not sold on the Valuation Date shall be sold by the Hedge
Holder on the Exchange as soon thereafter as the Issuer determines in its reasonable
judgement, which determination shall be conclusive and (ii) the DF Contract not transacted on
the Valuation Date in respect of any unsold Shares in the Parcel will be transacted thereafter
on the days corresponding to the days on which such Shares are actually sold and procure that
the Hedge Holder converts the average Parcel price less Expenses using the Deliverable
Forward Rate of such DF Contract as the Issuer determines in its reasonable judgement,
which determination shall be conclusive. In the event that the sale of all Shares comprising
the Parcel is not completed within a period of twenty four continuous months commencing
from and including the Valuation Date, the Final Reference Price is deemed to be the product
of (a) weighted average price per Share of such sale Share(s) (b) number of such sale Share(s)
and divided by the total number of Shares of the Parcel, converted into the Settlement
Currency at the Deliverable Forward Rate as the Issuer determines in its reasonable
judgement, which determination shall be conclusive;
“Force Majeure Event” means an event or events in India that are outside the reasonable
control of the Issuer, or any of its affiliates including, but not limited to, the failure of
telecommunications or computer facilities, industrial disputes, civil unrest, failure of third
parties in India to carry out their obligations (provided that such third parties were appointed
by the Issuer or any of its affiliates in good faith after taking due care) or the acts of
governmental, regulatory or supranational bodies. For the avoidance of doubt, the insolvency
of the Hedge Holder shall not constitute a Force Majeure Event;
“Form” means Global;
“FX Market Disruption Event” means each event specified as such in Product Condition 4;
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months commencing from and including the Valuation Date, the last day of such twenty four
continuous month period;
“Share” means the share specified as such in the definition of the relevant Series, subject to
Product Condition 4 and “Shares” shall be construed accordingly;
“Share Company” means the share company specified as such in the definition of the
relevant Series, subject to Product Condition 4;
“Trading Day” means any day on which the Index Sponsor should calculate and publish the
closing level of the Index according to its rules;
“Transfer Agent” means the Registrar;
“Transfer Certificate” means the written certification in the form available for collection
from the specified office of any Transfer Agent;
“Transfer Documents” means the Transfer Certificate, which a Holder desiring to transfer a
Regulation S Security or Legended Security, or any beneficial interest therein, may, in certain
circumstances, be required to submit or to cause the proposed transferee thereof to submit to
any Transfer Agent;
“USD” means the lawful currency of the United States of America from time to time;
“U.S. person” has the meaning given in Regulation S; and
“Valuation Date” means the Exercise Date or, if such date is not a Trading Day, the first
Trading Day thereafter .
Terms in capitals which are not defined in these Product Conditions shall have the meanings
ascribed to them in the General Conditions.
2. FORM
The Securities will be issued in registered form in the denomination of the Nominal Amount
(if any) or in units. If the Form is expressed to be Definitive, then the Securities shall be
serially numbered, recorded in the register by the Registrar and transferred by registration of
transfers in the books of the Registrar in accordance with the provisions of Product Condition
4. Any person in whose name a Security is registered (the “Holder”) shall be recognised by
the Issuer and each Agent as the person entitled in all respects thereto. If the Form is
expressed to be Global, then the Securities will be represented by a global security are
represented by a global security (the “Global Security”) which will be deposited with the
Clearing Agent (and be registered in the name of a common nominee of the Clearing Agent)
and will be transferable only in accordance with the provisions of Product Condition 4,applicable law and the rules and procedures of the relevant Clearing Agent through whose
systems the Securities are transferred. Each person (other than another Clearing Agent) who
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dividend has not been received by the Hedge Holder by the Expiration Date,
all obligations of the Issuer under the Securities in respect thereof shall be
discharged and the Issuer shall have no further obligation in respect thereof.
(d) Payment Day. If the date for payment of any amount in respect of the
Securities is not a Payment Day, the Holder shall not be entitled to payment
until the next following Payment Day and shall not be entitled to any interest
or other payment in respect of such delay, and if a FX Market Disruption
Event occurs on or around any day on which any amount is due to be paid
hereunder, then no payment shall be made until as soon as practicable
thereafter, provided that if a FX Market Disruption Event is subsisting for a
period of twelve continuous months from and including the day on which the
Final Reference Price is determined and it has remained throughout such timeimpracticable for the Issuer to make the payment due, then all obligations of
the Issuer in respect of the Securities shall be discharged and the Issuer shall
have no further obligations in respect thereof.
The purchase of Securities does not confer on any Holder of such Securities any
rights (whether in respect of voting, distributions or otherwise) attached to the Shares
(e) Notice. All payments shall be subject to the delivery of a duly completed notice (a
“Notice”) to a Clearing Agent with a copy to the Principal Agent. The form of the
Notice may be obtained during normal business hours from the specified office of
each Agent. A Notice shall:
(1) specify the number of Securities to which it relates;
(2) specify the number of the account with the Clearing Agent to be
debited with the Securities to which it relates;
(3) irrevocably instruct and authorise the Clearing Agent to debit on or
before the Settlement Date such account with such Securities;
(4) certify that neither the person delivering the Notice nor any person on
whose behalf the Notice is being delivered is a U.S. person or a
person within the United States. As used herein, “U.S. person” means
(i) an individual who is a resident or a citizen of the United States;
(ii) a corporation, partnership or other entity organised in or under the
laws of the United States or any political subdivision thereof or
which has its principal place of business in the United States; (iii) any
estate or trust which is subject to United States federal income
taxation regardless of the source of its income; (iv) any trust if a
8/4/2019 Abn Amro Bank Nv 1m Equity Certificates Linked to the Satyam Computer Services Ltd - Supplement Series No33
If a partnership invests in the Securities, the tax treatment of a partner will generally depend
on the status of the partner and on the activities of the partnership. Partners in a partnership
that invests in Securities are urged to consult their own tax advisors about the consequences
of the investment.
General
Pursuant to the terms of the Securities, we and every investor in the Securities agree (in the
absence of an administrative determination or judicial ruling to the contrary) to characterize
each Certificate for all U.S. tax purposes as a prepaid cash settlement forward contract (the
“Forward Contract”) with respect to the Underlying that:
• requires the investor to pay us at inception an amount equal to the Issue Price of the
Securities; and
• entitles the investor to receive:
o the Dividend Amount in accordance with the terms of the Certificate; and
o a cash amount equal to the amount received at maturity (which is based on the
value of the Underlying).
The treatment of the Securities described above is not, however, binding on the U.S. Internal
Revenue Service (the “IRS”) or the courts. No statutory, judicial or administrative authority
directly addresses the characterization of the Securities, or instruments similar to the
Securities, for U.S. federal income tax purposes, and no ruling is being requested from the
IRS with respect to the Securities. As a result, significant aspects of the U.S. federal
income tax consequences of an investment in the Securities are not certain. Accordingly,
you are urged to consult your tax advisors regarding the U.S. federal income taxconsequences of an investment in the Securities (including alternative characterizations
of the Securities) and with respect to any tax consequences arising under the laws of any
state, local or foreign taxing jurisdiction. Unless otherwise stated, the following
discussion is based on the characterization described above.
Tax Treatment of the Securities
Assuming the characterization of the Securities as set forth above and subject to the
discussion of the constructive ownership rules below, the following U.S. federal income tax
consequences should result.
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Tax Treatment Prior to Settlement. Although the U.S. federal income tax treatment of any
Dividend Amounts paid is not entirely clear, it is likely that the Dividend Amount will be
ordinary income to you on a current basis. You are urged to consult your own tax adviser
about the proper treatment of the Dividend Amounts. The following discussion assumes that
the Dividend Amount is taxable to you on a current basis.
Settlement of the Forward Contract . Upon receipt of cash at maturity of the Securities, you
will recognize long-term capital gain or loss equal to the difference between the amount of
cash you receive and the amount you paid for the Securities.
Sale or Exchange of the Securities. Upon a sale or exchange of your Securities prior to their
maturity, you generally will recognize capital gain or loss equal to the difference between the
amount realized on such sale or exchange and the amount you paid for the Securities. Any
gain or loss will generally be long-term capital gain or loss if you held the Securities for more
than one year at the time of disposition.
Constructive Ownership
Section 1260 of the Code treats certain types of derivative positions in property as
“constructive ownership transactions.” Although, subject to the discussion of passive foreign
investment company rules below, Section 1260 will not apply to the Securities under current
law, Section 1260 authorizes the Treasury to promulgate regulations (possibly with
retroactive effect) to expand the application of the “constructive ownership” rules. There is
no assurance that the Treasury will not promulgate such regulations. If Section 1260 were to
apply to the Securities, the effect on a U.S. Holder would be to treat the long-term capital gain
(if any) recognized by such U.S. Holder on sale or maturity of a Certificate as ordinary
income, but only to the extent such long-term capital gain exceeds the long-term capital gainthat would have been recognized by such U.S. Holder if the U.S. Holder had acquired the
Underlying itself on the issue date of the Certificate and disposed of the Underlying upon
disposition (including retirement) of the Certificate. In addition, Section 1260 would impose
an interest charge with respect to such recharacterized ordinary income.
In addition, if the Underlying is treated as stock in a passive foreign investment company for
U.S. federal income tax purposes (a “PFIC”), the Certificate will be treated as a constructive
ownership transaction pursuant to Section 1260. We have not considered whether the
Underlying is stock in a PFIC. Generally, a foreign corporation will be a PFIC in any taxable
year in which either (i) at least 75% of its gross income is "passive income" or (ii) at least
8/4/2019 Abn Amro Bank Nv 1m Equity Certificates Linked to the Satyam Computer Services Ltd - Supplement Series No33
50% by value of its assets produce or are held for the production of “passive income.” Passive
income for this purpose generally includes dividends, interest, royalties, rents, gains from
commodities and securities transactions, and any other gains from the sale of assets that
generate such income. You are urged to consult your own tax adviser with regard to whether
the Underlying is stock in a PFIC.
Possible Alternative Tax Treatments of an Investment in the Securities
Due to the absence of authorities that directly address the proper tax treatment of the
Securities, no assurance can be given that the IRS will accept, or that a court will uphold, the
characterization and treatment described above. In particular, the IRS could seek to treat a
U.S. Holder as owning the Underlying for U.S. federal income tax purposes. If the IRS were
successful in this assertion, you would be required to recognize income with respect to the
Underlying as if you owned the Underlying directly (without regard to the timing and amount
of the Dividend Amount paid to you). For example, you would be treated as receiving the
gross amount of any dividend on the Underlying (without regard to any deduction in respect
of Actual Taxes and Costs), although you might be entitled to a deduction or credit for some
or all of the difference between the gross dividend amount and the Dividend Amount.
Even if you are not treated as owning the Underlying, other alternative U.S. federal income
tax characterizations of the Securities are possible that, if applied, could also affect the timing
and the character of any income or loss with respect to the Securities.
Backup Withholding and Information Reporting
Information returns may be filed with the IRS in connection with payments on the
Securities and proceeds from a sale or other disposition of the Securities unless you
establish an exemption from the information reporting rules. If you do not, you maybe subject to backup withholding on these payments if you fail to provide your
taxpayer identification number and comply with certain certification procedures. The
amount of any backup withholding from a payment to you will be allowed as a credit
against your U.S. federal income tax liability and may entitle you to a refund,
provided you furnish the required information to the IRS.
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Operations Services to State Street Corporation”, dated May 14, 2004, (4) a pressrelease entitled “ABN AMRO to sell its stake in Bank of Asia to United Overseas
Bank”, dated May 12, 2004, (5) a press release entitled “ABN AMRO General
Meeting of Shareholders 2004: cancellation of preference shares, dividend 2003
and appointment members Supervisory Board”, dated April 29, 2004;
(e) the Report on Form 6-K of ABN AMRO Holding N.V. filed with the Commission
on July 29, 2004, containing a Written Agreement, dated July 23, 2004, among
ABN AMRO Bank N.V., ABN AMRO Bank N.V., New York Branch, Federal
Reserve Bank of Chicago, Federal Reserve Bank of New York, Illinois
8/4/2019 Abn Amro Bank Nv 1m Equity Certificates Linked to the Satyam Computer Services Ltd - Supplement Series No33
Department of Financial and Professional Regulation and New York State
Banking Department;
(f) the Report on Form 6-K of ABN AMRO Holding N.V. filed with the
Commission on September 11, 2004, containing (1) a press release entitled
“Interim dividend 2004 ABN AMRO Holding N.V.”, dated August 25, 2004, (2)
a press release entitled “ABN AMRO withdraws listings on the London,
Frankfurt, Hamburg, Düsseldorf, Zurich and Singapore stock exchanges”, dated
August 25, 2004, and (3) a press release entitled “Shareholders approve issue of
ABN AMRO financing preference shares”, dated August 25, 2004;
(g) the Report on Form 6-K of ABN AMRO Holding N.V. filed with the
Commission on September 11, 2004, containing (1) a press release entitled
“Interim dividend 2004 ABN AMRO Holding N.V.”, dated August 25, 2004, (2)
a press release entitled “ABN AMRO withdraws listings on the London,
Frankfurt, Hamburg, Düsseldorf, Zurich and Singapore stock exchanges”, dated
August 25, 2004, and (3) a press release entitled “Shareholders approve issue of
ABN AMRO financing preference shares”, dated August 25, 2004;
(h) the Report on Form 6-K of ABN AMRO Holding N.V. filed with the
Commission on September 21, 2004, containing a press release entitled, “ABN
AMRO presents Sustainability Report 2003: ‘Colour your world’, dated
September 15, 2004;
(i) the Report on Form 6-K of ABN AMRO Holding N.V. filed with the
Commission on September 27, 2004, containing (1) a Reconciliation of Net Profit
and Shareholders’ Equity under U.S. GAAP for the first half of 2004 and 2003,
(2) Consolidated Cash Flow Statement for the first half of 2004 and 2003, (3)Condensed Consolidated Information, and (4) Consolidated Ratios of Earnings to
Fixed Charges;
(j) the Report on Form 6-K of ABN AMRO Holding N.V. filed with the
Commission on November 3, 2004, containing (1) a press release entitled “ABN
AMRO reports third quarter 2004 results: Sale of Bank of Asia, good cost control
and low provisioning boost net profit over EUR 1 bln”, dated November 1, 2004,
and (2) and Consolidated Ratio of Earnings to Fixed Charges Calculated under
Dutch GAAP for the Three Month and Nine Month Periods Ended September 30,
2004;
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Securities are acquired by or with the assets of a pension or other employee benefit plan or
account with respect to which the Issuer or any of its affiliates is a service provider, unless the
Securities are acquired pursuant to an exemption from the prohibited transaction rules.
Similar rules may also apply to certain governmental plans (as defined in Section 3(32) or
ERISA), to the extent such plans are subject to provisions similar to the prohibited transaction
rules.
The assets of a pension or other employee benefit plan may include assets held in the general
account of an insurance company that are deemed to be “plan assets” under ERISA.
The acquisition of the Securities may be eligible for one of the exemptions noted below if
such acquisition:
(a) (i) is made solely with the assets of a bank collective investment fund and (ii) satisfies
the requirements and conditions of Prohibited Transaction Class Exemption
(“PTCE”) 91-38 issued by the Department of Labor (“DOL”);
(b) (i) is made solely with assets of an insurance company pooled separate account and
(ii) satisfies the requirements and conditions of PTCE 90-1 issued by the DOL;
(c) (i) is made solely with assets managed by a qualified professional asset manager and
(ii) satisfies the requirements and conditions of PTCE 84-14 issued by the DOL;
(d) (i) is made solely with assets of a governmental plan, and (ii) is not subject to any
federal, state or local law that is substantially similar to the provisions of Section 406
of ERISA or Section 4975 of the Code;
(e) (i) is made solely with assets of an insurance company general account and (ii)satisfies the requirements and conditions of PTCE 95-60 issued by the DOL; or
(f) (i) is made solely with assets managed by an in-house asset manager and (ii) satisfies
the requirements and conditions of PTCE 96-23 issued by the DOL.
By your purchase of any Security and by each subsequent transferee's purchase of any
Security, you and each subsequent transferee will be deemed to have represented and
warranted on each day from the date on which you or any subsequent transferee acquires the
Security through and including the date on which you or any subsequent transferee disposes
of your interest in the Security, either that (A) you are not a plan subject to the fiduciary
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Net Dividends per Share (not in millions)- On 22 April 2004 a final dividend of INR 2.80 was declared- On 23 October 2003 an interim dividend of INR 1.20 was declared- On 25 June 2003 a final dividend of INR 2.20 was declared- On 23 October 2002 an interim dividend of INR 0.80 was declared- On 25 April 2002 a final dividend of INR 0.7 0 was declaredSource: Bloomberg
4. HISTORICAL UNDERLYING PRICE INFORMATION
High
(INR)
Low
(INR)
2001 428.05 113.1
2002 328.6 194.2
2003 361.15 144.2
January 2004 376.75 311.75
February 2004 340.7 289.5
March 2004 320.65 290.9
April 2004 334.25 305.4
May 2004 329.05 293.1
June 2004 318.35 286
July 2004 339 305.7
August 2004 349.35 330.1
September 2004 389.5 339
October 2004 406.45 353.9
November 2004 433.2 372.45
December 2004 426.1 402.55
January 2005 414.3 356.05
1 February 2005 to 8 February 2005 408 402.65
The closing level of the Share on 8 February 2005 was INR 402.65.Source: Bloomberg