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«This document constitutes the base prospectus of LEVADE S.A. in respect of securities within the meaning of Article 22 No. 6 (1) of the Commission ...»

-- [ Page 1 ] --

This document constitutes the base prospectus of LEVADE S.A. in respect of securities within the meaning of Article 22 No. 6 (1) of the Commission Regulation (EC)

No 809/2004 ( Commission Regulation ) of 29 April 2004.

BASE PROSPECTUS DATED 30 December 2009

LEVADE S.A.

A limited liability company incorporated in the Grand Duchy of Luxembourg registered with the Luxembourg Trade and Company Register under

number B 131.460

3,000,000,000 Debt Issuance Programme

LEVADE S.A. is a public limited company (société anonyme) registered with the Luxembourg Trade and Company Register under number B 131460 (the Issuer, acting through one or all of its compartments (as defined below)). The Issuer has elected in its Articles of Incorporation (Statuts) ( Articles ) to be governed by the Luxembourg Law of 22 March 2004 on Securitisation (the Securitisation Law ). The Issuer, subject to compliance with all relevant laws, regulations and directives, as well as the resolutions of its board of directors, may from time to time issue, in bearer (Inhaber) form, notes and certificates (the Notes and the Certificates respectively and, together, the Securities ), with or without a nominal amount. The Securities will be issued in series (the Series ); each Series may be divided into tranches ( Tranches and each, a Tranche ). Each Series will be issued through a separate compartment (the Compartment ) of the Issuer created by a resolution of its board of directors. The nominal amount of the Securities, the issue currency, the interest payable in respect of the Securities, if any, the issue price and maturity of the Securities and all other terms and conditions not contained herein which are applicable to a particular Series and, as the case may be, Tranche (each as defined herein) of Securities will be set out in the document containing the final terms within the meaning of Article 26 No. 5 of the Commission Regulation ( Final Terms of the Notes and Final Terms of the Certificates respectively and, together, the Final Terms ). The aggregate nominal amount of Securities outstanding will not at any time exceed 3,000,000,000. The Securities will be limited recourse obligations of the Issuer only and will not be guaranteed by, or be the responsibility of, any other person. It should be noted, in particular, that the Securities will not be obligations of, and will not be guaranteed by, Österreichische Volksbanken-Aktiengesellschaft ( VBAG ; trading under, and also referred to herein, as Volksbank AG ) or Volksbank-Gruppe (being VBAG, Investkredit Bank AG and the Austrian Volksbanken - the VBAG Group or the Group ) or any of its members in whatever capacity, including without limitation as paying agent (the Paying Agent ), arranger (the Arranger ), manager (the Manager ) or subscriber (the Subscriber ), any derivative counterparty (the Derivative Counterparty ), or any of their respective affiliates or any affiliate of the Issuer or the shareholders of the Issuer or any other third person or entity.

The Issuer will, in respect of each Compartment, use the proceeds of the issuance of Securities (the Issuance ) to purchase, without limitation and subject to the type of Security offered and as provided in more detail in the terms and conditions of the Notes and the terms and conditions of the Certificates (the Terms and Conditions, including the supplementary terms and conditions for cash-or-share-notes (the Supplementary Terms and Conditions for Cash-or-Share-Notes ) and Certificate Conditions respectively and, together, the Conditions ), one or more debt, equity or other instruments constituting the main assets of the Compartment (the Main Compartment Assets and each, a Main Compartment Asset ). The Issuer may also, subject to the Conditions, enter into derivative agreements ( Derivative Agreements and each a Derivative Agreement ). Any Main Compartment Asset purchased, and any Derivative Agreement entered into by a Compartment of the Issuer shall, together with any proceeds thereof, constitute the Compartment assets (the Compartment Assets ) of such Compartment. The Issuer shall use proceeds accruing from the Compartment Assets to ensure the fulfilment of its obligation to repay the Securities as specified under their Conditions (and/or, if applicable, to fulfil its obligations in respect of any Derivative Agreement). Satisfaction of any sums owing in respect of Securities issued through an individual Compartment of the Issuer may only be satisfied from proceeds accruing from the Compartment Assets of said Compartment but not from the Compartment Assets of another Compartment or from any other assets of the Issuer.

It is not a condition of the issue of the Securities that they will, when issued, be assigned a rating.

Any Securities issued by the Issuer after the date of this base prospectus (the Prospectus ) (or, with regard to offers in jurisdictions other than Luxembourg, after the date of publication of the Prospectus in any such jurisdiction) issued under the debt issuance programme provided in this Prospectus (the Debt Isuance Programme or the Programme ) are subject to the provisions set out herein, save that Securities which are to be consolidated and form a single series with securities issued prior to the date hereof will be issued subject to the conditions of the securities applicable on the date of issue for the first tranche of securities of such series. Subject as aforesaid, the Prospectus does not affect any Securities issued prior to the date hereof (or, with regard to offers in jurisdictions other than Luxembourg, prior to the date of publication of the Prospectus in any such jurisdiction).





Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF ) of Luxembourg in its capacity as competent authority under the Luxembourg Act relating to prospectuses for securities dated 10 July 2005 (loi relative aux prospectus pour valeurs mobilieres) issued on or after 1 July 2005 for the approval of this Prospectus. The competent authority in Luxembourg has provided the competent authorities of Austria, the Czech Republic, Germany, Hungary, the Slovak Republic and Slovenia with a certificate of approval attesting that this Prospectus has been drawn up in accordance with the Directive 2003/71/EC (the Prospectus Directive ) and the Luxembourg act relating to prospectuses for securities dated 10 July 2005. The Issuer may from time to time request the CSSF to provide to the competent authorities of other Member States of the European Economic Area such notifications. This Prospectus, together with the documents incorporated by reference, has been published on or about 30 December 2009, and the Final Terms will be published, by making these documents available at the Issuer's, Subscriber's or the relevant Paying Agent's address during usual business hours. A copy of this Prospectus shall be available for inspection at such other place as the Issuer may notify the holders of the Securities from time to time in accordance with the Conditions, during usual business hours from the date of publication of this Prospectus (expected to be on or about 30 December 2009). This Prospectus constitutes a base prospectus within the meaning of article 5(4) of Prospectus Directive.The Securities in each Series (or, as the case may be, Tranche) will, on each issue date, be represented by a permanent global note (each, a Permanent Global Note ) without coupons or talons attached. Each Permanent Global Note will be deposited on behalf of the subscribers of the Securities with Clearstream Banking Frankfurt ( Clearstream AG ) or such other depositary as may be designated in the Final Terms. All Securities are being offered only outside the United States in accordance with Regulation S ( Regulation S ) under the United States Securities Act of 1933, as amended (the Securities Act ). In addition, under United States Treasury Regulation § 1.163-5(c)(2)(i)(C) (the C Rules ), Securities with an original maturity of more than 365 days may not be offered, sold or delivered to any United States persons or within the United States or its possessions in connection with their original issuance.

–  –  –

This Prospectus may be used solely for the purpose of considering an investment in the Securities described in the Debt Issuance Programme; any other usage of this Prospectus is unauthorised.

The Issuer accepts responsibility for the information contained in this Prospectus and confirms that it has taken all reasonable care to ensure that the information contained in the Prospectus relating to it is, to the best of its knowledge, in accordance with the facts and contains no omissions likely to affect its import.

Where information was supplied by third parties, the Issuer confirms that it was faithfully reproduced and no facts have been in so far as the Issuer is aware and/or is able to ascertain from information published by a third party misrepresented which might cause the reproduced information to be incorrect or misleading. No further or other responsibility in respect of such information is accepted by the Issuer.

No person is or has been authorised to give any information or to make any representation other than those contained in this Prospectus in connection with the issue or sale of the Securities and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Subscriber or the Arranger (each as defined in Summary of the Debt Issuance Programme ). Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer since the date hereof or the date upon which this Prospectus has been most recently supplemented or that there has been no adverse change in the financial position of the Issuer or VBAG since the date hereof or the date upon which this Prospectus have been most recently supplemented or that any other information supplied in connection with the Debt Issuance Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.

Law may restrict the distribution of this Prospectus and the offering or sale of the Securities in certain jurisdictions. Persons into whose possession this Prospectus comes are required by the Issuer, the Subscriber and the Arranger to inform themselves about, and to observe, any such restriction. For a description of certain restrictions on offers and sales of Securities and on distribution of this Prospectus, see 9.2

- Selling Restrictions.

The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act ) and may include Securities in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, Securities may not be offered, sold or delivered within the United States or for the account and benefit of U.S. persons (See more, 9.2 - Selling Restrictions ).

Under US Treasury Regulation § 1.163-5(c)(2)(i)(C) (the C Rules), Securities in bearer form must be issued and delivered outside the United States and its possessions in connection with their original issuance. The Issuer and the Subscriber have not offered, sold or delivered, and will not offer, sell or deliver, directly or indirectly, Securities in bearer form within the United States or its possessions in connection with their original issuance.

Further, in connection with the original issuance of Securities in bearer form, the Issuer and the Subscriber have not communicated, and will not communicate, directly or indirectly, with a prospective purchaser within the United States or its possessions or otherwise involve any of their employees, agents or offices within the United States or its possessions in the offer and sale of Securities in bearer form (See more, 9.2 - Selling Restrictions ).

This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the Manager, the Subscriber or the Arranger to subscribe for, or purchase, any Securities.



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