ESPÍRITO SANTO INVESTMENT p.l.c. EUR 5Y AUTOCALLABLE DUAL GRANDES MARCAS 90% CG NOTES
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1 16 th April 2014 ESPÍRITO SANTO INVESTMENT p.l.c. EUR 5Y AUTOCALLABLE DUAL GRANDES MARCAS 90% CG NOTES issued pursuant to the 2,500,000,000 Euro Medium Term Note Programme with the benefit of a Keep Well Agreement provided by BANCO ESPÍRITO SANTO DE INVESTIMENTO, S.A. PART A CONTRACTUAL TERMS This document constitutes the Pricing Supplement for the Notes described herein for the purposes of the listing and admission to trading rules (the "Listing Rules") of the Irish Stock Exchange. This document must be read in conjunction with the Offering Circular dated 8 July 2013 (the "Offering Circular") which constitute listing particulars for the purposes of the listing and admission to trading rules (the "Listing Rules") of the Irish Stock Exchange. Full information on the relevant Issuer and the offer of the Notes is only available on the basis of the combination of this Pricing Supplement and the Offering Circular. The Offering Circular is available for viewing during normal business hours at Edifico Quartzo, Rua Alexandre Herculano, 38, Lisbon, Portugal. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the Offering Circular. 1. Issuer: Espírito Santo Investment p.l.c. 2. (i) Series Number: Specified Currency or Currencies: EUR 4. Aggregate Nominal Amount: Up to EUR 15,000, (i) (ii) Issue Price: Net Proceeds: 100 per cent. of the Aggregate Nominal Amount EUR 15,000, (i) Specified Denominations: EUR 1,000 (ii) Calculation Amount: EUR 1, (i) Issue Date: 30 th May 2014 (ii) Interest Commencement Date: Issue Date 8. Maturity Date: 1 st December 2014 for Par Redemption Basis and 30 th May 2019 for Best of/worst of Reverse Convertible Structure Long Type 1 Redemption Basis For clarification purposes and in accordance with the Combination of structures (Redemption) specified in paragraph 30: Redemption Basis Maturity Date Redemption Performance Percentage (%): 1
2 Par 1 st December % Best of/worst of Reverse Convertible Structure Long Type 1 30 th May % 9. Interest Basis: Fixed Rate and Contingent Coupon (further particulars specified below) 10. Redemption Basis: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at the Redemption Amount, which will be determined in accordance with the Redemption Basis specified in paragraph Physical Delivery Notes: 12. Put/Call Options: 13. Status of the Notes: Senior PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 14. Rate Adjustment Note Provisions 15. Combination of Structures (Interest) Interest basis: Interest Performance Percentage (%): 16. Switch Option 17. Switch Automatic Condition Fixed Rate 75% Contingent Coupon 25% 18. Fixed Rate Note Provisions, for the purposes of calculating in accordance with the Combination of Structures (Interest) specified in paragraph 15. (i) Interest Rate: 5 per cent. per annum (ii) Interest Payment Date: 1 st December 2014 (iii) Fixed Day Count Fraction: 30/360, unadjusted Interest Rate Period: From Issue Date to 30 th November 2014 (iv) Business Day Convention: Following Business Day Convention 19. Floating Rate Note Provisions 20. Inflation-Linked Interest Note Provisions 21. Zero Coupon Note Provisions 22. Index Interest Note Provisions : Contingent Coupon, for the purposes of 2
3 calculating in accordance with the Combination of Structures (Interest) specified in paragraph 15. (i) Reference Asset (Interest): Procter & Gamble Co, Vodafone Group Plc, McDonald s Corp, Pfizer Inc (ii) Interest Payment Dates: (1) 1 st June 2015, (2) 1 st June 2016, (3) 30 th May 2017, (4) 30 th May 2018 and (5) 30 th May 2019, subject to adjustment in accordance with the Business Day Convention set out in (iii) below (iii) Business Day Convention: Following Business Day Convention (iv) Valuation Time: The Scheduled Closing Time on the relevant Exchange (v) Initial Price: (a) Initial Valuation Date: 30 th May 2014 (vi) Final Price: (a) Valuation Dates: (vii) Coupon: 15 per cent. (1) 22 nd May 2015, (2) 23 rd May 2016, (3) 23 rd May 2017, (4) 23 rd May 2018 and (5) 23 rd May 2019 (viii) Additional Provisions where the Interest Basis is Contingent Coupon : (a) Coupon Condition: Bullish Coupon Condition Type 1 4 th best performing Reference Asset Value (b) Determination of Interest Amount: Memory Coupon (c) Coupon Barrier Level: 100 per cent. (d) Range(s): (e) Basket Rate: (f) Reference Asset Rate: (g) Best of/nth Best of/worst of Rate: (h) N: Compounding Floater Note Provisions 24. Credit Linked Note Interest Provisions 25. FX Linked Note Interest Provisions 26. Additional Interest Provisions (i) Early Redemption Condition: PROVISIONS RELATING TO THE REFERENCE ASSETS (INTEREST) 27. Reference Assets (Interest): Reference Asset (Interest) Strike Level Source for past and future performance data 3
4 Procter & Gamble Co 100 per cent. Bloomberg Code: PG UN <Equity> Vodafone Group Plc 100 per cent. Bloomberg Code: VOD LN <Equity> McDonald s Corp 100 per cent. Bloomberg Code: MCD UN <Equity> Pfizer Inc 100 per cent. Bloomberg Code: PFE UN <Equity> 28. Basket Participation: PROVISIONS RELATING TO REDEMPTION 29. Redemption Basis for Redemption at Maturity (i) Reference Asset (Principal): As specified in paragraph 56 below (ii) Par:, for the purposes of calculating in accordance with the Combination of Structures (Redemption) specified in paragraph 31. (iii) Best of/worst of Reverse Convertible Structure Long Type 1:, for the purposes of calculating in accordance with the Combination of Structures (Redemption) specified in paragraph 31. (a) N: 4 (b) Barrier level: 100 per cent. (c) Participation Ratio: 100 per cent. (d) (e) Initial Price: - Initial Valuation Date: 30 th May 2014 Final Price: - Valuation Dates: 23 rd May 2019 (f) Valuation Time: The Scheduled Closing Time on the relevant Exchange 30. Redemption Basis modifier(s): (i) Minimum Redemption Amount: to Par Redemption Basis, the Minimum Redemption Percentage is 100 per cent of the respective Redemption Performance Percentage; and to Best of/worst of Reverse Convertible Structure Long Type 1 Redemption Basis, the Minimum Redemption Percentage is 60 per cent of the respective Redemption Performance Percentage. 31. Combination of structures (Redemption):. The applicable Redemption Bases are Par and Best of/worst of Reverse Convertible Structure Long Type 1: Redemption Basis: Redemption Performance Percentage (%): Par 75% 4
5 Best of/worst of Reverse Convertible Structure Long Type 1 25% 32. Provisions relating to Fund Linked Notes: 33. Partly Paid Note Provisions 34. Instalment Redemption 35. Issuer Call 36. Investor Put 37. Early Redemption Amount(s) payable on redemption for taxation reasons or following an Event of Default: 38. Early Redemption of Notes with Autocall Redemption Basis: (i) Bullish Autocall Condition Type 1: (ii) Autocall Type: 4 th best performing Reference Asset Value (iii) Autocall Barrier Level: 100 per cent. (iv) Autocall Valuation Date(s): (1) 22 nd May 2015, (2) 23 rd May 2016, (3) 23 rd May 2017, (4) 23 rd May 2018 (v) Valuation Time: The Scheduled Closing Time on the relevant Exchange 39. Target Redemption Condition: 40. Deduction of Unwind Amount on Early Redemption pursuant to Condition 7(b), Condition 10 or Condition 11: PROVISIONS APPLICABLE TO DISRUPTION, ADJUSTMENTS AND OTHER EXTRAORDINARY EVENTS. 41. Market Disruption - General: Exchange Business Day Convention: Following Scheduled Trading Day 42. Market Disruption Commodity: Not 43. Disruption Currency: 44. Calculation Adjustment: 45. Corrections: Not 46. Correction Commodity: Not 47. Correction Currency: 48. Extraordinary Events - General: 49. Relevant Exchange: 50. Options and Futures Exchange: 51. Scheduled Trading Day: 52. Additional Conditions for Fund-Linked 5
6 Notes: 53. Additional Conditions for Inflation-Linked Notes - Additional Disruption Events: 54. Additional Conditions for Equity-Linked Notes: (i) Exchange Business Day: Exchange Business Day (All Shares Basis) (ii) Scheduled Trading Day: Scheduled Trading Day (All Shares Basis) (iii) Additional Disruption Events: (a) Change In Law: 55. Additional Conditions for Equity Index- Linked Notes and ETF Notes: PROVISIONS RELATING TO THE REFERENCE ASSETS (PRINCIPAL) 56. Reference Asset (Principal): Reference Asset (Principal) Strike Level Source for past and future performance data Procter & Gamble Co 100 per cent. Bloomberg Code: PG UN <Equity> Vodafone Group Plc 100 per cent. Bloomberg Code: VOD LN <Equity> McDonald s Corp 100 per cent. Bloomberg Code: MCD UN <Equity> Pfizer Inc 100 per cent. Bloomberg Code: PFE UN <Equity> 57. Basket Participation: GENERAL PROVISIONS APPLICABLE TO THE NOTES 58. Form of Notes: Bearer Notes: 59. New Global Note: No Permanent Global Note exchangeable for Definitive Notes only upon an Exchange Event. 60. Additional Financial Centre(s) or other special provisions relating to payment dates: London and Target Calculation Agent: Banco Espírito Santo de Investimento, S.A. 62. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): No 63. Clearing System: Euroclear 64. Additional terms or conditions: 6
7 PART B OTHER INFORMATION 1. LISTING AND ADMISSION TO TRADING. 2. RATINGS The Notes to be issued are not rated. 3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER 4. YIELD 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. Indication of yield: Not 5. HISTORIC INTEREST RATES: Not 6. PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING: Not 7. OPERATIONAL INFORMATION ISIN Code: XS Common Code: Names and addresses of additional Paying Agent(s) (if any): Intended to be held in a manner which would allow Eurosystem eligibility: Not No 8. DISTRIBUTION (i) Method of distribution: Non-syndicated (ii) If syndicated: (iii) If non-syndicated, name and address of Dealer: (iv) Delivery: Delivery against payment (v) Indication of the overall amount of the underwriting commission and of the placing commission: 0 per cent. of the Aggregate Nominal Amount (vi) U.S. Selling Restrictions: TEFRA C 7
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