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Industry Updates

New Online Publication Requirements for Debt Listing Prospectuses on the Irish Stock Exchange

15 May 2012

Directive 2003/71/EC (the "Prospectus Directive") currently allows issuers of debt securities, be they Irish or non-Irish incorporated ("Issuers"), whose debt securities are listed on the Irish Stock Exchange ("ISE") to either publish their prospectuses on the ISE or Central Bank of Ireland websites or to make a printed copy of their prospectus available at their registered office, that of their financial intermediary placing or selling the applicable securities ("Intermediary") or at the offices of the ISE. Many Issuers opt for the latter approach in order to preserve sensitive information and-or because their offering is on a private placement basis.

Directive 2010/73/EU (the "PD Amending Directive") comes into effect on 1 July 2012 and implements a number of changes to the Prospectus Directive regime including a requirement to publish new prospectuses online. Online publication can either be on the Issuer's website, that of the Intermediary or that of the ISE or the Central Bank of Ireland. The new publication requirement is not retrospective and only applies to prospectuses approved from 1 July 2012.

The changes being implemented by the PD Amending Directive will affect all the regulated markets of European stock exchanges under the Prospective Directive, so the options available for those Issuers not wanting to publish prospectuses online are limited. However, there are a number of alternatives available which we would be happy to discuss.

PD Amending Directive - other key points to note

Some other key points to note regarding the PD Amending Directive are:

1. The threshold for what is considered a retail investor increases from 50,000 to €100,000.

2. Issuances to retail investors must include a summary and this summary is now more prescriptive than is presently the case.

3. Debt programmes that issue by means of final terms should note that the content of the final terms will be limited to deal specific information and all knowable information should be included in the applicable base prospectus.

4. It may be advisable to update programmes prior to 1 July 2012 to take advantage of 12 month grandfathering provisions that apply to base prospectuses already in place on 1 July 2012. The Global Exchange Market of the ISE (the "GEM") is not subject to the Prospectus Directive so these changes will not affect it.

For further information please speak to your usual contact or the individuals listed above.

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