NATIXIS STRUCTURED ISSUANCE
AVVISO n.5450 | 02 Aprile 2015 | SeDeX - INV. CERTIFICATES |
Mittente del comunicato : BORSA ITALIANA
Societa' oggetto dell'Avviso
: NATIXIS STRUCTURED ISSUANCE
Oggetto : Inizio negoziazione 'Investment Certificates
Testo del comunicato
- Classe B' 'NATIXIS STRUCTURED ISSUANCE'
Si veda allegato.
Disposizioni della Borsa
Strumenti finanziari: 1 Protect Outperformance Certificate su Indice
Eurostoxx 50
Emittente: NATIXIS STRUCTURED ISSUANCE
Garante: NATIXIS SA
Rating Garante: Società di Rating Long Term Data Report Moody's A2 06/11/2013
Standard & Poor's A 30/04/2014
Fitch Ratings A 26/07/2013
Oggetto: INIZIO NEGOZIAZIONI IN BORSA
Data di inizio negoziazioni: 07/04/2015
Mercato di quotazione: Borsa - Comparto SEDEX 'Investment Certificates -
Classe B'
Orari e modalità di negoziazione: Negoziazione continua e l'orario stabilito dall'art. IA.7.3.1
delle Istruzioni
Operatore incaricato ad assolvere l'impegno di quotazione:
Method Investments & Advisory ltd Member ID Specialist: IT3587
CARATTERISTICHE SALIENTI DEI TITOLI OGGETTO DI QUOTAZIONE
1 Protect Outperformance Certificate su Indice Eurostoxx 50
Tipo di liquidazione: monetaria
Modalità di esercizio: europeo
DISPOSIZIONI DELLA BORSA ITALIANA
Dal giorno 07/04/2015, gli strumenti finanziari '1 Protect Outperformance Certificate su Indice Eurostoxx 50' (vedasi scheda riepilogativa delle caratteristiche dei securitised derivatives) verranno inseriti nel Listino Ufficiale, sezione Securitised Derivatives.
Allegati:
- Scheda riepilogativa delle caratteristiche dei securitised derivatives;
- Estratto del prospetto di quotazione dei Securitised Derivatives
Num. Serie | Codice Isin | Trading Code | Instrument Id | Descrizione | Sottostante | Strike | Data Scadenza | Valore Nominale | Quantità | Lotto Negoziazione | EMS | Partecipazione Up % | Prima Barriera % | Secondo Bonus/Strike Cap Strike % % | Livello Iniziale | ||
1 | DE000A15P490 | X5P490 | 775279 | NSIEUS50CCPOP3714,89P150%CB75%E090718 | Euro Stoxx 50 Index | 3714,89 | 09/07/18 | 1000 | 10000 | 1 | 3 | 000 | 00 | 0000,1675 | 100 | 160 | 3714,89 |
1
Num. Serie
Natixis Structured Issuance SA.
NOTICE TO THE HOLDERS
Series No: 5 ISIN: DE000A15P490
WKN: A15P490
Issue of “Protect Outerperformance” (Airbag) Certificates linked to EURO STOXX 50® Index under its EUR 1,000,000,000.00 German Certificate Programme
This Notice is dated 1 April 2015 and should be read in conjunction with the Base Prospectus dated 15 April 2014, as integrated and supplemented from time to time (the Prospectus) relating to the EUR 1,000,000,000.00 German Certificate Programme (the Programme) by Natixis Structured Issuance SA. (the Issuer) and guaranteed by NATIXIS (the Guarantor) and the Final Terms dated 20 March 2015 in respect of the Certificates.
Outstanding terms of the Certificates have now been determined as follows:
Reference Price means:
i | Underlying | Bloomberg Code | Reference Price | “B” |
1 | Euro STOXX 50® | SX5E Index | 3,714.8900 points | 2,786.1675 points |
Application has been made to list the Certificates on the Italian Stock Exchange and to admit the Certificates for trading on the "Electronic Securitised Derivatives Market" (a regulated market for the purpose of the Markets in financial Instruments Directive 2004/39/CE) organized and managed by Borsa Italiana S.p.A.
1 April 2015
NOTICE APPROVED BY THE ISSUER
BASE PROSPECTUS
dated 15 April 2014
for
Certificates
linked to a share / an index / a fund / a commodity or a basket of shares, indices, funds or commodities and to be issued under a EUR 1,000,000,000.00 German Certificate Programme (the “Programme”)
of
NATIXIS STRUCTURED ISSUANCE SA
(a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Xxxxx- xxxxx, having its registered office at 00, xxxxxx X.X. Xxxxxxx, X-0000 Xxxxxxxxxx and registered with the Lux- embourg trade and companies register under number B.182.619 )
(the “Issuer”)
Dealer, Arranger and Guarantor:
NATIXIS
Notice:
The Certificates described in this base prospectus for the purpose of Article 5.4 of Directive 2003/71/EC, as amended (“Prospectus Directive”) (the “Base Prospectus” or “Prospectus”) have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and are subject to certain requirements under U.S. tax law. Apart from certain exceptions, the Securities may not be offered, sold or delivered within the United States of America or to a U.S. person.
Application has been made for Certificates to be listed on the official list (cote officielle) of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange, which is a regu- lated market for the purposes of the Directive 2004/39/EC, as amended, or on the Euro MTF market of the Lux- embourg Stock Exchange, which is not a regulated market for the purposes of the Directive 2004/39/EC, as amended.
The Programme provides that Certificates may be listed on other or further stock exchanges and may also be unlisted. The relevant final terms in respect of the issue of any Certificates will specify whether or not such Cer- tificates will be listed on the Luxembourg Stock Exchange or any other stock exchange.
TABLE OF CONTENTS
II. Risk Factors relating to the Issuer 20
III. Risks Factors relating to the NATIXIS Guarantee and the Guarantor 22
IV. Risks Factors relating to the Certificates 23
II. General Description of the Programme 33
III. General Description of the Certificates 35
IV. Issuance of the Certificates 35
V. Consent to Use of Prospectus 36
VI. Listing and Admission to Trading 36
IX. Availability and Use of the Prospectus 39
X. Certificateholder Meetings 40
XI. Information obtained from Third Parties 41
D. INFORMATION REGARDING THE ISSUER, THE GUARANTOR AND THE GUARANTEE 42 I. Information regarding the Issuer 42
II. Information regarding the Guarantee 46
III. Information regarding the Guarantor 46
G. CERTIFICATE TERMS 148
1 Form, Denomination and Redenomination 149
2 Status 150
3 Negative Pledge 150
4 Interest and Other Calculations 151
5 Redemption, Purchase and Options 158
6 Payments 162
7 Taxation 163
8 Prescription 163
9 Events of Default 164
10 Meeting of Certificateholders and Modifications 165
11 Calculation Agent and Paying Agents 167
12 Further Issues 168
13 Notices and Declarations 168
14 Substitution 168
15 Final Provisions 169
16 Terms for Equity Linked Certificates (single share) 171
17 Terms for Single Exchange and Multi Exchange Index Linked Certificates (single index)195 18 Terms for Equity Linked Certificates (basket of shares) 211
19 Terms for Index Linked Certificates (index basket) 244
20 Terms for Commodity Linked Certificates (single commodity) 263
21 Terms for Commodity Linked Certificates (basket of commodities) 278
22 Terms for Equity Linked Certificates (single fund) 301
23 Terms for Equity Linked Certificates (basket of funds) 323
H. DOCUMENTS INCORPORATED BY REFERENCE 436
A. SUMMARY
Summaries are made up of disclosure requirements known as ‘Elements’. These elements are numbered in Sections A – E (A.1 – E.7).
This Summary contains all the Elements required to be included in a summary for this type of securities and Is- suer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short de- scription of the Element is included in the summary with the mention of ‘not applicable’.
Section A – Introduction and warnings
Element | ||
A.1 | Warning | Warning that: this Summary should be read as an introduction to the Base Prospectus; any decision to invest in the Certificates should be based on consideration of the Base Prospectus as a whole by the investor; where a claim relating to the information contained in the Base Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Base Prospectus, before the legal proceedings are initiated; and civil liability attaches only to the Issuer or the Guarantor who have tabled the Summary including any translation thereof, but only if the Summary is misleading, inaccurate or inconsistent when read together with the other parts of the Base Prospectus or it does not provide, when read together with the other parts of the Base Prospectus, key information in order to aid investors when considering whether to invest in such the Certificates. |
A.2 | Consent to use of the Prospec- tus | [Natixis Structured Issuance SA (the "Issuer") consents to the use of the Base Prospectus for subsequent resale or final placement of the Certificates by all fi- nancial intermediaries (general consent).] [Natixis Structured Issuance SA (the "Issuer") consents to the use of the Base Prospectus for subsequent resale or fi- nal placement of the Certificates by the following financial intermediaries (individ- ual consent): [insert name[s] and address[es]].] The subsequent resale or final placement of Certificates by financial intermediar- ies can be made in [Luxembourg][,] [and] [Germany][,] [and] [Italy] [as long as this Base Prospectus is valid in accordance with Article 9 of the Prospectus Directive] [insert offer period]. [Such consent is also subject to and given under the condition [ ].] [Such consent is not subject to and given under any condition.] Information on the terms and conditions of the offer by any financial intermediary is to be provided at the time of the offer by the financial intermediary. |
Section B – Natixis Structured Issuance SA as Issuer
Element | ||
B.1 | Legal and commercial name of the Issuer | Natixis Structured Issuance SA is the legal name. Natixis Structured Issuance is the commercial name. |
B.2 | Domicile, legal form, leg- islation, country of incor- poration | Natixis Structured Issuance SA is domiciled at 00, xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx. Xx is incorporated in and under the laws of the Grand Duchy of Lux- embourg as a société anonyme (public limited liability company). |
B.4b | Trend information | Not applicable; there are no known trends, uncertainties, demands, commit- ments or events that are reasonably likely to have a material effect on the Is- suer’s prospects for its current financial year.. |
B.5 | Description of the Group | The Issuer is a wholly owned indirect subsidiary of NATIXIS. |
B.9 | Profit forecast or estimate | Not applicable; no profit forecasts or estimates have been made in the Base Prospectus. |
B.10 | Audit report qualifications | Not applicable; no audited financial statements have been prepared. |
B.12 | Selected historical key financial information | Not applicable; the Issuer is a newly incorporated company. |
Statements of no signifi- cant or material adverse change | There has been no significant change in the financial or trading position of the Issuer since 29 November 2013, the date of its incorporation, and there has been no material adverse change in the Issuer’s prospects since 29 November 2013, the date of its incorporation. | |
B.13 | Events impacting the Is- suer’s solvency | Not applicable, there are no recent events particular to the Issuer which are to a material extent relevant to the evaluation of the Issuer’s solvency. |
B.14 | Dependence upon other entities within the group | Please see Element B.5 above and B.16 [and B.18] below. The Issuer is dependent upon its owner NATIXIS. |
B.15 | Principal activities | The principal activities of the Issuer are, inter alia, to acquire, deal with and/or provide finance in the form of loans, options, derivatives and other financial as- sets and financial instruments in any form and of any nature, to obtain funding by the issue of Certificates or other financial instruments and to enter into agreements and transactions in connection thereto. |
B.16 | Controlling shareholders | The Issuer is an indirect wholly owned subsidiary of NATIXIS. The Issuer is 100% owned by Natixis Trust, which in turn is owned by Natixis. |
B.17 | Credit ratings | Not applicable, the Issuer and its debt securities are not rated. |
[B.18 | Description of the Guar- antee | NATIXIS has granted certain undertakings for the benefit of the holders of cer- tain financial instruments (which expression includes Certifcates issued under this Base Prospectus) of the Issuer in a guarantee in the form of a joint and |
several obligation (cautionnement solidaire) dated 23 January 2014 (the “NATIXIS Guarantee“). The Certificates will benefit from the NATIXIS Guarantee. NATIXIS therefore irrevocably and unconditionally guarantees to the holder of each such Certifi- cate due payment of all sums expressed to be payable by the Issuer under the Certificates upon demand from the relevant holder of such Certificates in ac- cordance with the provisions of the NATIXIS Guarantee.] |
[Section B – NATIXIS as Guarantor
Element | ||
B.19/B.1 | Legal and commercial name of the Guarantor | NATIXIS |
B.19/B.2 | Domicile, legal form, leg- islation, country of incor- poration | The Guarantor is domiciled at 00, xxxxxx Xxxxxx Xxxxxx-Xxxxxx, 00000 Xxxxx, Xxxxxx. It is incorporated in and under the laws of France as a limited liability company (société anonyme à Conseil d’Administration). |
B.19/B.4b | Trend information | Not applicable; there are no known trends, uncertainties, demands, commit- ments or events that are reasonably likely to have a material effect on the Guarantor’s prospects.. |
B.19/B.5 | Description of the Group | With effect as of 31 July 2009 (non inclusive), the Guarantor was affiliated with BPCE, the central body for the new banking group formed by the combi- nation of Groupe Banque Populaire and Groupe Caisse d’Epargne, which closed on 31 July 2009. This affiliation with BPCE is governed by article L.511-30 of the French Monetary and Financial Code (Code Monétaire et Financier). As central body and pursuant to article L. 511-31 of the French Monetary and Financial Code, BPCE is responsible for guaranteeing the liquidity and sol- vency of the Guarantor. BPCE is the main shareholder of the Guarantor and, as such, exercises the responsibilities laid out by banking regulations. |
B.19/B.9 | Profit forecast or estimate | Not applicable; no profit forecasts or estimates have been made in the Base Prospectus. |
B.19/B.10 | Audit report qualifica- tions | Not applicable; no qualifications are contained in any audit report included in the Base Prospectus. |
B.19/B.12 | Selected historical key financial information | As at 31 December 2013, NATIXIS’ total assets were EUR 510.1 bil- lion. Natixis’ net revenue for the year ended 31 December 2013 was EUR 6,848 million, its gross operating income was EUR 1,614 million and its net income (group share) was EUR 884 million. As at 31 December 2012, NATIXIS’ total assets were EUR 528.4 billion. Natixis’ net revenue for the year ended 31 December 2012 was EUR 6,271 million, its gross operating income was EUR 1,207 million and its net income (group share) was EUR 901 million. As at 31 December 2011, NATIXIS’ total assets were EUR 508 billion. Natixis’ net revenue for the year ended 31 December 2011 was EUR 6,759 million, its gross operating income was EUR 1,922 million and its net income (group share) for the year ended 31 December 2011 was EUR 1,562 million. As at 30 June 2013, NATIXIS’ total assets were EUR 553 billion. Natixis’ net revenue for the period ended 30 June 2013 was EUR 3,430 million, its gross operating income was EUR 873 million and its net income (group share) was EUR 487 million. As at 30 June 2012, NATIXIS’ total assets were EUR 562 billion. Natixis’ net revenue for the period ended 30 June 2012 was EUR 3,244 million, its gross |
operating income was EUR 737 million and its net income (group share) was EUR 579 million. | ||
Description of significant changes in the financial or trading position sub- sequent to the period covered by the historical financial information Statements of no signifi- cant or material adverse change | The share capital of Natixis was increased on 24 February 2014 and again on 3 March 2014 pursuant to a free allocation of shares decided by the con- seil d’administration (Board of Directors) in February 2011 and February 2012 respectively. As at the date of this Base Prospectus, NATIXIS’ share capital is €4,970,490,073.60 divided into 3,106,556,296 fully paid-up shares of €1.60 each. There has been no significant change in the financial or trading position of NATIXIS since 31 December 2013 and there has been no material adverse change in the prospects of NATIXIS since 31 December 2013. | |
B.19/B.13 | Events impacting the Guarantor’s solvency | Please see Element B.19/B.12 above “Description of significant changes in the financial or trading position subsequent to the period covered by the his- torical financial information”. |
B.19/B.14 | Dependence upon other group entities | Please see Element B.19/B.5. Not applicable; the Guarantor is not dependent on other group entities. |
B.19/B.15 | Principal activities | The Guarantor is the corporate, investment management and financial ser- vices arm of Groupe BPCE, which is second in terms of market share in France (source: Banque de France). The Guarantor has a number of areas of expertise in three core businesses: - wholesale banking - Investment Solutions (asset management, insurance, private bank ing, private equity) - Specialized Financial Services The Guarantor has a long-lasting commitment to its own client base of com- panies, financial institutions and institutional investors as well as the client base of individuals, professionals and small- and medium-size businesses of Groupe BPCE retail banking networks (Caisse d’Epargne and Banque Popu- laire). |
B.19/B.16 | Controlling shareholders | BPCE is the main shareholder of NATIXIS and, as such, exercises the re- sponsibilities laid out by banking regulations. As at 30 June 2013, BPCE held 72.1% of the share capital of the Guarantor. |
[B.19/B.17 | Credit ratings | The long term senior unsecured debt of the Guarantor is rated A2 (stable) by Moody's Investors Services Inc. ("Moody's"), A (negative) by Standard and Poor's Ratings Services ("S&P") and A (stable) by Fitch Ratings Ltd. ("Fitch"). Each of Moody’s, S&P and Fitch is established in the European Community and is registered under Regulation (EC) No 1060/2009 (as amended) (the "CRA Regulation"). The European Securities and Markets Authority publishes on its website (xxx.xxxx.xxxxxx.xx/xxxx/ List-registered-and-certified-CRAs) a list of credit rating agencies registered in accordance with the CRA Regulation. That list is updated within five working days following the adoption of a deci- |
sion under Article 16, 17 or 20 CRA Regulation. The European Commission shall publish that updated list in the Official Journal of the European Union within 30 days following such update.] |
]
Section C – Securities
Element | ||
C.1 | Type and class of the se- curities, including any security identification number | Class The securities are Certificates. Security Identification Number(s) ISIN: [●] Common Code: [●] [Other: [●]] |
C.2 | Currency of the securities issue | The Certificates are issued in [●]. |
C.5 | Restrictions on the free transferability of the secu- rities | Not applicable. The Certificates are freely transferable. |
C.8 | Rights attached to the Certificates, ranking of the Certificates and limita- tions to the rights at- tached to the Certificates | Rights attached to the Certificates Each holder of the Certificates has the right vis-à-vis the Issuer to claim pay- ment of interest and nominal when such payments are due in accordance with the Certificate Terms. Guarantee The Certificates benefit from an unconditional and irrevocable guarantee for the due payment of interest and principal and additional amounts, if any, grant- ed by NATIXIS. Redemption Unless previously redeemed, or purchased and cancelled, each Certificate will be redeemed at its Final Redemption Amount on the Maturity Date. [In case of no early redemption at the option of the Issuer or the Holders insert: The Certificates cannot be redeemed prior to their stated maturity (ex- cept for taxation reasons or upon the occurrence of an Event of Default).] [In case of an early redemption at the option of the Issuer or the Holders insert: Early Redemption Certificates may be redeemed before their stated maturity for taxation reasons, upon the occurrence of an Event of Default and [at the option of the Issuer] [and] [at the option of the Holders].] Negative Pledge The Issuer undertakes that, so long as any payments under the Certificates remain, it will not create or permit to subsist any mortgage, pledge, lien or other form of encumbrance or security interest upon the whole or any part of its un- dertaking, assets or revenues, present or future, to secure any Relevant Debt (as defined below) or any guarantee of or indemnity by the Issuer in respect of any Relevant Debt, unless at the same time or prior thereto the Issuer’s obliga- tions under the Certificates (A) are secured equally and rateably therewith, or (B) have the benefit of such other security, guarantee, indemnity or other ar- rangement as shall be approved by the Certificatesholders. |
“Relevant Debt” means present or future indebtedness in the form of, or rep- resented by, bonds, Certificates, debentures, or other securities which are for the time being, or are capable of being, listed or ordinarily dealt in on any stock exchange, over-the-counter market or other securities market. Events of Default Any Certificates may become immediately redeemable by notice by a holder upon the occurrence of certain events (“Events of Default” ) including non- payment and non-performance of the Issuer’s obligations in respect of the Cer- tificates and the insolvency or winding up of the Issuer. There are no events of default in respect of NATIXIS in respect of the Certifi- xxxxx or the NATIXIS Guarantee. Resolutions of Holders The Certificate Terms provide for resolutions of holders. The terms of the Cer- tificates will contain provisions for the holding and calling of meetings of hold- ers of the Certificates. These provisions permit defined majorities to bind all holders, including holders who did not attend and vote at the relevant meeting and holders who voted in a manner contrary to the majority and these provi- sions provide for a representative of all holders. Ranking of the Certificates (Status) The Certificates constitute unsecured and unsubordinated obligations of the Issuer ranking pari passu among themselves and pari passu with all other un- secured and unsubordinated obligations of the Issuer, unless such obligations are accorded priority under mandatory provisions of statutory law. Limitation of the rights Claims against the Issuer for payment in respect of the Certificates shall be prescribed and become void unless presented for payment within ten years (in the case of principal) or five years (in the case of interest) from the appropriate relevant date in respect of them. | ||
[C.9 | Interest / Fixed Rate Cer- tificates / Floating Rate Certificates / Zero Coupon Certificates / Maturity Date / Yield | Please read Element C.8. Interest [In case of zero coupon Certificates insert: The Certificates do not bear in- terest.] [In case of interest bearing Certificates insert: The Certificates bear inter- est.] [In case of fixed rate Certificates insert: Yield The yield equals [●] per cent. per annum.] [In case of floating rate Certificates insert: The floating rate is [●] .] [In case of Certificates in respect of which the interest is linked to the performance of an underlying insert: The Certificates bear interest at a rate calculated by reference to [a share][an index][a fund][a commodity][a basket of [shares][a basket of indices][a basket of funds][a basket of commodities]: [insert description of the Underlying] .] Maturity Date Unless previously redeemed in whole or in part or purchased and cancelled, the Certificates shall be redeemed on [●]. |
Final Redemption Amount: [The Issue Specific Summary will contain the en- tirety of the applicable formula for the relevant Certificate: Vanilla / American Vanilla with Certificateholder put option / Whale Vanilla / Power Call / Condi- tional Vanilla / Airbag / Bonus / Conditional Vanilla Series / Variable Strike Conditional Vanilla Series / Digital Series / Reverse / Reverse Lockin / Super Asian / AutoCallable Conditional Vanilla Series / Phoenix / Phoenix callable at the option of the Issuer / Autocall / Step-down Autocall / Autocall Double Chance / Autocall Double Condition / Convertible Vanilla / FMA Vanilla / Esca- lator Ladder / Individual Cap / Autocallable Individual Cap / Lockin Floor Indi- vidual Cap / Cappuccino / Lockin Floor Cappuccino / Fixed Best / Everest / Podium / Best Strategy / Inter-Selection dispersion / Jupiter / Mercury / Palladi- um / Venus / Dispersion / Altiplano / Individual Cap Ladder / Crystallising Vanil- la / Melting Autocall / Long Contingent Forward / Short Contingent Forward / Management Strategy / Cash and Carry with Coupons / MemoryPhoenix in Fi- ne / Phoenix One Star / Synthetic Convertible / Phoenix Flexo / Sweet Phoe- nix]Payment of the relevant redemption amount and/or physical delivery takes place in accordance with applicable local market practice via the Clearing Sys- tem. Automatic Early Redemption Amount: [The Issue Specific Summary will contain the entirety of the applicable formula for the relevant Certificate: AutoCallable Conditional Vanilla Series / Phoenix / Autocall / Step-down Autocall / Autocall Double Chance / Autocall Double Condition / Autocallable Individual Cap / Melting Autocall / MemoryPhoenix in Fine / Phoenix One Star / Phoenix Flexo / Sweet Phoenix][Not Applicable] Optional Redemption Amount: [The Issue Specific Summary will contain the entirety of the applicable formula for the relevant Certificate: American Vanilla with Certificateholder option / Synthetic Convertible / Phoenix callable at the option of the Issuer][Not Applicable] Certificateholder Representative A representative of the holders of the Certificates may be appointed.] | ||
[C.10 | Derivative Component in the Interest Payment | Please read Element C.9. [Not applicable, there is no derivative component in the interest payment.] [The interest payment and the amount of interest to be paid are dependent on the performance of [insert relevant underlying] and calculated in accordance with the following formula [The Issue Specific Summary will contain the entirety of the applicable formula for the relevant Certificate: Vanilla / American Vanilla / Whale Vanilla / Power Call / Conditional Vanilla / Bonus / Conditional Vanilla Series / Variable Strike Conditional Vanilla Series / Digital Series / Reverse / Reverse Lockin / Super Asian / AutoCallable Conditional Vanilla Series / Phoenix / Phoenix callable at the option of the Issuer / Autocall / Step-down Autocall / Autocall Double Chance / Autocall Double Condition / Convertible Vanilla / FMA Vanilla / Individual Cap / Autocallable Individual Cap / Lockin Floor Individual Cap / Cappuccino / Lockin Floor Cappuccino / Fixed Best / Ev- erest / Podium / Best Strategy / Inter-Basket dispersion / Jupiter / Mercury / Palladium / Venus / Dispersion / Altiplano / Individual Cap Ladder / Crystallis- ing Vanilla / Melting Autocall / Cash and Carry with Coupon / MemoryPhoenix in Fine / Phoenix One Star / Synthetic Convertible / Phoenix Flexo / Sweet Phoenix]] |
C.11 | Admission to trading on a regulated market | [Application has been made to admit Certificates to be issued under the Pro- gramme to trading on the regulated market of the [Luxembourg Stock Ex- change][Frankfurt Stock Exchange].] [Not applicable, the Issuer does not intend to make any application for the Cer- |
tificates to be admitted to trading on any stock exchange.] | ||
[C.15 | A description of how the value of the investment is affected by the value of the Underlying. | The amount of principal and interest to be paid under the Certificates depends on the value of the Underlying, which thereby affects the value of the invest- ment. The value of the investment is affected by the performance of [insert relevant underlying]. |
C.16 | The expiration or maturity date. | Maturity Date is [insert date]. |
C.17 | Settlement procedure of the derivative securities. | Settlement takes place by payment of the relevant redemption amount and/or by physical delivery in accordance with applicable local market practice via the Clearing System. |
C.18 | A description of how the return on derivative secu- rities takes place. | The return of the Certificates is calculated in accordance with the following formula: [The Issue Specific Summary will contain the entirety of the applicable formula for the relevant Certificate: Vanilla / American Vanilla with Certificate- holder put option / Whale Vanilla / Power Call / Conditional Vanilla / Airbag / Bonus / Conditional Vanilla Series / Variable Strike Conditional Vanilla Series / Digital Series / Reverse / Reverse Lockin / Super Asian / AutoCallable Condi- tional Vanilla Series / Phoenix / Phoenix callable at the option of the Issuer / Autocall / Step-down Autocall / Autocall Double Chance / Autocall Double Condition / Convertible Vanilla / FMA Vanilla / Escalator Ladder / Individual Cap / Autocallable Individual Cap / Lockin Floor Individual Cap / Cappuccino / Lockin Floor Cappuccino / Fixed Best / Everest / Podium / Best Strategy / Inter- Selection dispersion / Jupiter / Mercury / Palladium / Venus / Dispersion / Alti- plano / Individual Cap Ladder / Crystallising Vanilla / Melting Autocall / Long Contingent Forward / Short Contingent Forward / Management Strategy / Cash and Carry with Coupons / MemoryPhoenix in Fine / Phoenix One Star / Syn- thetic Convertible / Phoenix Flexo / Sweet Phoenix] |
C.19 | The exercise price or the final reference price of the underlying. | [Final Price: [insert final price]] [Reference Price: [insert final price]] |
C.20 | Type of the underlying and where the information on the underlying can be found. | The Underlying is [a share][an index][a fund][a commodity][a basket of [shares][a basket of indices][a basket of funds][a basket of commodities]: [in- sert name of the Underlying] Information on the historical and ongoing performance of the Underlying and its volatility can be obtained [on the public website [●] ] [insert source of informa- tion].] |
C.21 | Indication of the market where the Certificates will be traded and for which the Prospectus has been published | [Application has been made to admit Certificates to be issued under the Pro- gramme to trading on the regulated market of the [Luxembourg Stock Ex- change][Frankfurt Stock Exchange].] [Application has been made for Certificates to be listed and admitted to trading on the Italian Stock Exchange on the “electronic securitised derivatives market” (“SeDeX”) organised and managed by Borsa Italiana S.p.A.] [Not applicable, the Issuer does not intend to make any application for the Cer- tificates to be admitted to trading on any stock exchange.] |
Section D – Risks
Element | ||
D.2 | Key risks regarding Natixis Structured Issu- ance SA | The significant risks with regard to the Issuer include: the Certificates constitute general and unsecured contractual obligations of the Issuer which will rank equally with all other unsecured contractual obliga- tions of the Issuer; any purchaser of the Certificates has to rely upon the creditworthiness of the Issuer and no other person (subject to the NATIXIS Guarantee) as an inves- tor has no rights in relation to the relevant Underlying; potential conflicts of interest may arise between the interests of the Issuer and the interests of its counterparties, partners, shareholders or subsidiaries or affiliated companies of the Issuer; potential conflicts of interest may arise between the interests of the Issuer and the interests of the Dealers; the Issuer is exposed to the creditworthiness of its counterparties; unforeseen events can lead to an abrupt interruption of the Issuer’s commu- nications and information systems. The occurrence of any failures or interrup- tions could have a material adverse effect on the Issuer’s financial condition and results of operations; and as the Issuer is incorporated and has its centre of main interests in Xxxxx- xxxxx, insolvency proceedings with respect to the Issuer may proceed under, and be governed by, Luxembourg insolvency laws. The insolvency laws of Luxembourg may not be as favourable to investors’ interests as those of other jurisdictions with which investors may be familiar and may limit the abil- ity of Certificateholders to enforce the terms of the Certificates. Insolvency proceedings may have a material adverse effect on the Issuer’s business and assets and its obligations under the Certificates as Issuer. |
D.3 | Key risks regarding the Certificates | Certificates may not be a suitable investment for all investors The Certificates may not be a suitable investment for all investors. Each potential investor in the Certificates must determine the suitability of that investment in light of its own circumstances. Liquidity Risk There can be no assurance that a liquid secondary market for the Certificates will develop or, if it does develop, that it will continue. In an illiquid market, an investor might not be able to sell his Certificates at any time at fair market prices. The pos- sibility to sell the Certificates might additionally be restricted by country specific reasons. Market Price Risk The holder of Certificates is exposed to the risk of an unfavourable development of market prices of his Certificates which materializes if such holder sells the Certifi- xxxxx prior to the final maturity of such Certificates. [In case of an early redemption at the option of the Issuer insert: Risk of Ear- ly Redemption |
If the Issuer has the right to redeem the Certificates prior to maturity or if] [If] the Certificates are redeemed prior to maturity due to the occurrence of an event set out in the Conditions of the Certificates, the holder of such Certificates is exposed to the risk that due to early redemption his investment will have a lower than ex- pected yield. Also, the holder may only be able to reinvest on less favourable con- ditions as compared to the original investment.] Currency Risk The holder of a Certificate denominated in a foreign currency is exposed to the risk of changes in currency exchange rates which may affect the yield of such Certifi- xxxxx. In addition, governments and competent authorities could impose currency exchange controls in the future. [In case of fixed rate Certificates insert: Fixed Rate Certificates The holder of a fixed rate Certificate ("Fixed Rate Certificate") is exposed to the risk that the price of such Fixed Rate Certificate falls as a result of changes in the market interest rate.] [In case of floating rate Certificates insert: Floating Rate Certificates The holder of a floating rate Certificate ("FRN") is exposed to the risk of fluctuating interest rate levels and uncertain interest income. Fluctuating interest rate levels make it impossible to determine the profitability of FRNs in advance.] [In case of zero coupon Certificates insert: Zero Coupon Certificates The holder of a zero coupon Certificate ("Zero Coupon Certificate") is exposed to the risk that the price of such Certificate falls as a result of changes in the market interest rate.] Amendments to the Certificate Terms by resolution of the Certificate Hold- ers; Certificateholder Representative A Certifcateholder is subject to the risk of being outvoted and to lose rights against the Issuer in the case that other Certificateholders agree pursuant to the Certifi- cate Terms to amendments of the Certificate Terms by majority vote according to the German Act on bonds Constituting Part of Uniform Issues (Gesetz über Schuldverschreibungen aus Gesamtemissionen – "SchVG"). In the case of an ap- pointment of a Certificateholders' representative for all Certificateholders' a par- ticular Certificateholder may lose, in whole or in part, the possibility to enforce and claim his rights against the Issuer regardless of other Certificateholders. Key risks regarding NATIXIS The significant risks relating to the macroeconomic environment and financial cri- sis include: adverse market or economic conditions may cause a decrease in the net banking income, profitability and financial position of NATIXIS; the possible strengthening of regulations applicable to the financial sec- tor, dictated by the financial crisis, could give rise to the introduction of new compliance restrictions; conditions in the financial markets, particularly the primary and secon- dary debt markets, may have a significant negative effect upon NATIXIS; and NATIXIS has suffered significant losses, and may continue to suffer losses, on its portfolio of assets affected by the financial crisis. |
The significant risks with regard to the structure of NATIXIS include: NATIXIS' principal shareholder has a significant influence over certain corporate actions; the risk management policies and procedures of NATIXIS are subject to the approval and control of BPCE; and NATIXIS' refinancing is through BPCE. The significant risks with regard to the structure of NATIXIS’ operations and the banking sector include: NATIXIS is exposed to several categories of risk inherent to banking operations; credit risk; market, liquidity and financing risk; operational risks; insurance risk; NATIXIS might not be able to implement its new corporate and business strategy as effectively as it intends; any substantial increase in provisions or loss in excess of the previously recorded level of provisions could adversely affect NATIXIS’ operating income or financial position; NATIXIS’ ability to attract and retain qualified employees is critical to the success of its business and failure to do so may materially affect its per- formance; future events may be different than those reflected in the assumption used by the management in the preparation of NATIXIS’ financial statements, which may cause unexpected losses in the future; market fluctuations and volatility may expose NATIXIS to the risk of losses in relation to its trading and investment operations; NATIXIS may generate lower revenues from brokerage and other com- mission and fee-based businesses during market downturns; significant interest rate changes could adversely affect NATIXIS’ net banking income or profitability; changes in exchange rates can significantly affect NATIXIS’ results; any interruption or failure of NATIXIS’ information systems, or those of third parties, may result in lost business and other losses; unforeseen events may cause an interruption of NATIXIS’ operations and cause substantial losses and additional costs; NATIXIS may be vulnerable to political, macroeconomic and financial environments or specific circumstances in the countries where it does business; NATIXIS is subject to significant regulation in France and in several other countries where it operates; regulatory actions and changes in these regulations could adversely affect NATIXIS’ business and results; tax law and its application in France and in the countries where NATIXIS operates are likely to have a significant impact on NATIXIS’ results; |
despite the risk management policies, procedures and methods put in place, NATIXIS may be exposed to unidentified or unanticipated risks, likely to give rise to significant losses; the hedging strategies implemented by NATIXIS do not eliminate all risk of loss; NATIXIS may encounter difficulties in identifying, executing and integrat- ing its policy in relation to acquisitions or joint ventures; intense competition, both in NATIXIS’ home market of France, its largest market, and internationally, could adversely affect NATIXIS’ net banking income and profitability; the financial soundness and behavior of other financial institutions and market participants could have an adverse impact on NATIXIS; NATIXIS’ profitability and business prospects could be adversely af- fected by reputational and legal risk; and a prolonged fall in the markets may reduce the liquidity of assets and make it more difficult to sell them. Such a situation could give rise to significant losses. Key Risks relating to the NATIXIS Guarantee The scope of the NATIXIS Guarantee is limited to Financial Instruments (as defined in the NATIXIS Guarantee) of the Issuer. The NATIXIS Guar- antee is not limited to the Issuer’s obligations under Certificates issued by it under the Programme. The NATIXIS Guarantee is not a ‘first demand’ guarantee. Any claim un- der the NATIXIS Guarantee must be sent in writing by a duly authorised officer of the claimant to the Issuer in accordance with the NATIXIS Guar- antee. A revocation of the NATIXIS Guarantee could affect the creditworthiness of the Issuer. Certificateholders are also exposed to NATIXIS’s credit risk under the NATIXIS Guarantee. The NATIXIS Guarantee is governed by French law and enforcing rights under it may be more difficult than enforcing a Luxembourg law governed guarantee. There are no negative pledge or other covenants or events of default in relation to, or undertaken by, NATIXIS under the Certificates or the NATIXIS Guarantee. Not all Certificates may benefit from the Guarantee. Certificates shall not benefit from the NATIXIS Guarantee if so specified in the applicable Final Terms. | ||
[D.6 | Risk warning to the effect that investors may lose the value of their entire investment or part of it | Please read Element D.3. Investors may lose the value of their entire investment or part of it, as the case may be.] |
Section E – Offer
Element | ||
E.2b | Reasons for the offer and use of proceeds | The net proceeds from the issue of the Certificates will either be (i) on-lent by the Issuer to NATIXIS under the terms of the Loan Agreement, and will be applied by NATIXIS for its general corporate purposes, affairs and business development and/or (ii) used by the Issuer for its general corporate purposes, affairs and busi- ness development. |
E.3 | Terms and conditions of the offer | [Conditions to which the offer is subject: [●]] Total amount of the issue/offer: [●] Offer Period: [●] [Description of the application process: [●]] [A description of the possibility to reduce subscriptions and the manner for refund- ing excess amount paid by applicants: [●]] [Minimum Subscription Amount: [●]] [Maximum Subscription Amount: [●]] [Method and time limits for paying up and for delivery of the Certificates: [●]] [Publication of the results of the offer: [●]] [Procedure for the exercise of any right of pre-emption, the negotiability of sub- scription rights and the treatment of subscription rights not exercised: [●]] |
E.4 | A description of any in- terest that is material to the issue/offer including conflicting interests | The relevant Dealers may be paid fees in relation to any issue of Certificates un- der the Programme. Any such Dealer and its affiliates may also have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer, the Guarantor and/or their affiliates in the ordinary course of business. [[Save for any fees payable to the [Dealer[s]] [Distributor[s]], in a [maximum amount of [ ], so]] [So] far as the Issuer and/or the Guarantor are aware, no per- son involved in the offer of the Certificates has an interest material to the Offer.] Various entities within the Issuer’s group (including the Issuer and the Guarantor) and affiliates may undertake different roles in connection with the Certificates, in- cluding Issuer of the Certificates, Calculation Agent of the Certificates, issuer, sponsor or calculation agent of the Underlying and may also engage in trading ac- tivities (including hedging activities) relating to the Underlying and other instru- ments or derivative products based on or relating to the Underlying which may give rise to potential conflicts of interest. The Calculation Agent may be an affiliate of the Issuer and/or the Guarantor and potential conflicts of interest may exist between the Calculation Agent and holders of the Certificates. The Issuer and/or the Guarantor and their affiliates may also issue other derivative instruments in respect of the Underlying and may act as underwriter in connection with future offerings of shares or other securities relating to an issue of Certificates or may act as financial adviser to certain companies or companies whose shares or other securities are included in a basket or in a commercial banking capacity for such companies. [Other than as mentioned above,[and save for [l],] so far as the Issuer is aware, no |
person involved in the issue of the Certificates has an interest material to the offer, including conflicting interests.] | ||
E.7 | Estimated expenses charged to the investor by the issuer or the offeror | [●] |
B. RISK FACTORS
A purchase of the Certificates involves various risks. The following risk factors may have a negative effect on the performance of the Certificates. Several risk factors may at the same time affect the performance of the Certifi- xxxxx, but no binding statement can be made as regards to their interference. In addition, further risks which are currently unknown may also have a negative effect on the value of the Certificates. Potential investors are ad- vised to consider all the information in this Prospectus (in particular the following risk factors) before making an investment in the Certificates. Prior to an investment in the Certificates, each investor should carefully review whether an investment in the Certificates complies with its financial, tax and other circumstances and his re- quirements regarding safety, profitability and liquidity.
The risks displayed in the following sections are principal risks which may have a significant effect on the in- vestment in the Certificates, Prior to an investment in the Certificates, potential investors are advised to read this Prospectus completely and to consult, if necessary, legal, tax and other advisers. If one or more of the risks de- scribed below occur, this may result in material and sustained decreases in the price of the Certificates or, in the worst case, in a total loss of the capital invested by the investor.
II. Risk Factors relating to the Issuer
Risk of Creditworthiness
The Certificates constitute general and unsecured contractual obligations of the Issuer and of no other person (subject as provided under the NATIXIS Guarantee, as described below) which will rank equally with all other unsecured contractual obligations of the Issuer, and behind preferred liabilities, including those mandatorily pre- ferred by law.
The Issuer issues a large number of financial instruments, including the Certificates, on a global basis and, at any given time, the financial instruments outstanding may be substantial. If an investor purchases the Certifi- xxxxx, it is relying upon the creditworthiness of the Issuer and no other person (subject to the NATIXIS Guaran- tee) and where the Certificates relate to securities, it has no rights against the company that has issued such securities, and where the Certificates relate to an index, it has no rights against the sponsor of such index or any of the components comprising such index and where the Certificates relate to a fund it has no rights against the manager of such fund. Further, an investment in the Certificates is not an investment in the Underlyings and an investor has no rights in relation to voting rights or other entitlements (including any dividend or other distribu- tions).
The Issuer may be subject to Luxembourg insolvency proceedings
The Issuer is incorporated and has its centre of main interests in Luxembourg. Accordingly, insolvency proceed- ings with respect to the Issuer may proceed under, and be governed by, Luxembourg insolvency laws. The in- solvency laws of Luxembourg may not be as favourable to investors’ interests as those of other jurisdictions with which investors may be familiar and may limit the ability of Certificateholders to enforce the terms of the Certifi- xxxxx. Insolvency proceedings may have a material adverse effect on the Issuer’s business and assets and its obligations under the Certificates as Issuer.
Potential Conflicts of Interest of the Issuer and its affiliates
The Issuer and any of its affiliates (including NATIXIS itself), in connection with their respective additional busi- ness activities, may possess or acquire material information about the Underlyings. Such activities and informa- tion may have consequences which are adverse to the Certificateholders. Such actions and conflicts may in- clude, without limitation, engaging in transactions relating to the Certificates or their Underlyings, which may have a negative effect on the value of the Underlying; on the open market or by non-public transaction purchase or sell Certificates without being obliged to inform the Certificateholders about any such purchase or sale; exer- cising certain functions with regard to the Certificates, e.g. as calculation or paying agent; issuing further deriva- tive instruments which may be competing with certain Certificates which have previously been issued by the Is-
suer receiving non-public information in relation to an Underlying of the Certificates or the issuer thereof where neither the Issuer nor any of its affiliated companies is required to inform the Certificateholders of such informa- tion; and hedging transactions or other transactions in the relevant Underlying of the Certificates by NATIXIS or any affiliated companies of NATIXIS have no obligation to disclose such information about the Underlyings or the companies to which they relate. The Issuer and any of its affiliates and their officers and directors may en- gage in any such activities without regard to the Certificates or the effect that such activities may directly or indi- rectly have on any Certificate.
In addition, the Issuer or any of its affiliates may engage in trading or hedging transactions involving the Certifi- xxxxx, any underlying securities, or other derivative products that may affect the value of the Certificates.
The above situations may result in consequences which may be adverse to the Certificateholders' investment. The Issuer assumes no responsibility whatsoever for such consequences and their impact on the Certificate- holders' investment.
Potential Conflicts of Interest of the Dealer
The Dealer and its affiliates have engaged, and may in the future engage, in investment banking and/or com- mercial banking transactions with, and may perform services for, the Issuer and its affiliates in the ordinary course of business. In addition, in the ordinary course of their business activities, the Dealer and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of either Issuer or its affiliates. In addition, the Dealer or its affiliates that have a lending relationship with the Issuer routinely hedge their credit exposure to the Issuer consistent with their customary risk management policies. Any of the above situations may result in consequences which may be adverse to your investment. The Issuer assumes no responsibility whatsoever for such consequences and their impact on the Certificateholders' investment.
Third-Party Credit Risks
The Issuer is exposed to the creditworthiness of its counterparties. The Issuer cannot assume that its level of provisions will be adequate or that it will not have to make significant additional provisions for possible bad and doubtful debts in future periods.
Interruption in or Breach of the Issuer’s Information Systems
The Issuer relies on communications and information systems to conduct its business. Any failure or interruption or breach in security of these systems could result in failures or interruptions in the Issuer’s or its affiliates’ or- ganisation systems. The Issuer cannot provide assurances that such failures or interruptions will not occur or, if they do occur, that they will be adequately addressed. The occurrence of any failures or interruptions could have a material adverse effect on the Issuer’s financial condition and results of operations.
Unforeseen Events
Unforeseen events like severe natural catastrophes, terrorist attacks or other states of emergency can lead to an abrupt interruption of the Issuer’s or the Issuer’s affiliates’ operations, which can cause substantial losses. Such losses can relate to property, financial assets, trading positions and to key employees.
Regulatory and Tax Status of the Issuer
Regulatory or tax provisions regarding the Issuer or the regulatory or tax status of the Issuer may change during the validity of the Certificates. This may have a negative effect on the ability of the Issuer to meet its obligations from the Certificates.
Scope of the NATIXIS Guarantee
The scope of the NATIXIS Guarantee is limited to Financial Instruments (as defined in the NATIXIS Guarantee) of the Issuer. Such financial instruments include any notes, bonds, certificates, warrants or other securities or other financial instruments issued by the Issuer, including Certificates issued by it under this Prospectus and other than (i) any subordinated securities or debts issued or entered into by the Issuer subject to a subordination provision which is intended for or which results in the assimilation of such securities or debts to own funds as defined by applicable banking regulations and (ii) any financial instruments provided that it is expressly specified in the legal documentation attached to such financial instruments that these do not benefit from the NATIXIS Guarantee.
The NATIXIS Guarantee is not limited to the Issuer's obligations under Certificates issued by it under this Pro- spectus.
Requirement to give notice of a claim under the NATIXIS Guarantee in writing
The NATIXIS Guarantee is not a ‘first demand’ guarantee. A claim under the NATIXIS Guarantee must be sent in writing by a duly authorised officer of the claimant to the Issuer in accordance with Clause 4 (Demand Notices) of the NATIXIS Guarantee.
Revocation of the NATIXIS Guarantee could affect the creditworthiness of the Issuer
The NATIXIS Guarantee may be revoked upon the giving of notice in accordance with its terms. Although any Certificates issued with the benefit of the NATIXIS Guarantee will continue to benefit from such guarantee, not- withstanding its revocation, until all obligations under such Certificates have been performed in full, such revoca- tion may affect the overall creditworthiness of the Issuer.
Credit Risk of NATIXIS and the NATIXIS Guarantee
A holder of a Certificate is, apart from the Issuer’s credit risk from the Certificates, also exposed to NATIXIS’s credit risk from the NATIXIS Guarantee (when applicable).
Enforceability of the NATIXIS Guarantee
As NATIXIS, being the obligor under the NATIXIS Guarantee, is a French company and the NATIXIS Guarantee is subject to French law, an enforcement of the rights under the NATIXIS Guarantee may for certain legal re- quirements and language differences be more difficult than the enforcement of a German law guarantee which is granted by a German company.
No Negative Pledge or other covenants or Events of Default
There are no negative pledge or other covenants or events of default in relation to, or undertaken by, NATIXIS under the Certificates or the NATIXIS Guarantee.
Not all Certificates may benefit from the Guarantee
The Certificates shall not benefit from the NATIXIS Guarantee if so specified in the applicable Final Terms.
Risk Factors relating to NATIXIS
NATIXIS operates in an environment that presents inherent risks, some of which it cannot control. See pages 133 to 188 of the 2013 Registration Document as incorporated by reference herein by reference for risks related to NATIXIS, including (but not limited to) risks related to the macroeconomic environment and the financial crisis, risks related to the links with BPCE and the Banque Populaire and Caisse d’Epargne networks, and risks relat- ing to NATIXIS’ operations and the banking sector.
Crisis Management Directive
The European Commission has published proposals for a crisis management directive which is intended to en- able a range of actions to be taken in relation to credit institutions and investment firms considered to be at risk of failing. The full scope of the directive and its impact on the Guarantor is currently unclear but the implementa- tion of the directive or the taking of any action under it could materially affect the value of any Certificates.
In June 2012, the European Commission published a legislative proposal for a directive providing for the estab- lishment of an EU-wide framework for the recovery and resolution of credit institutions and investment firms (the “Crisis Management Directive” or “CMD”). The stated aim of the draft CMD is to provide authorities with com- mon tools and powers to address banking crises pre-emptively in order to safeguard financial stability and mini- mise taxpayers' exposure to losses. The powers provided to authorities in the draft CMD are divided into three categories: (i) preparatory steps and plans to minimise the risks of potential problems (preparation and preven- tion); (ii) in the event of incipient problems, powers to arrest a firm's deteriorating situation at an early stage so as to avoid insolvency (early intervention); and (iii) if insolvency of a firm presents a concern as regards the gen- eral public interest, a clear means to reorganise or wind down the firm in an orderly fashion while preserving its critical functions and limiting to the maximum extent any exposure of taxpayers to losses.
The draft CMD currently contains four resolution tools and powers: (i) sale of business - which enables resolution authorities to direct the sale of the firm or the whole or part of its business on commercial terms without requiring the consent of the shareholders or complying with the procedural requirements that would otherwise apply; (ii) bridge institution - which enables resolution authorities to transfer all or part of the business of the firm to a "bridge bank" (a public controlled entity); (iii) asset separation - which enables resolution authorities to transfer impaired or problem assets to an asset management vehicle to allow them to be managed and worked out over time; and (iv) bail-in - which gives resolution authorities the power to write down the claims of unsecured credi- tors of a failing institution and to convert unsecured debt claims to equity (subject to certain parameters as to which liabilities would be eligible for the bail-in tool).
The draft CMD currently contemplates that it will be applied by Member States from 1 January 2015 except for the bail-in tool (in relation to instruments other than Additional Tier 1 and Tier 2 instruments) which is to be ap- plied from 1 January 2018.
The powers currently set out in the draft CMD would impact how credit institutions and investment firms are managed as well as, in certain circumstances, the rights of creditors. However, the proposed directive is not in final form and changes may be made to it in the course of the legislative process. Accordingly, it is not yet possi- ble to assess the full impact of the draft CMD on the Guarantor and there can be no assurance that, once it is implemented, the fact of its implementation or the taking of any actions currently contemplated in it would not adversely affect the rights of Certificateholders, the price or value of their investment in the Certificates and/or the ability of the Guarantor to satisfy its obligations under the Certificates.
IV. Risks Factors relating to the Certificates
1. General Investment Risks
General Risks
The Certificates are debt instruments where, unless otherwise expressly agreed (in the relevant Final Terms), neither the redemption amount nor the amount of interest payments (if any) can be determined in advance. The redemption amounts and/or interest payments (if any) primarily depend on the market value of the relevant Un- derlying or the relevant Underlyings (as the case may be) and may, under certain circumstances, be substan- tially lower than the issue price or the purchase price paid by the investors for the Certificates or even be zero so that the investor may in such case even have to suffer a loss of the entire invested capital. If, instead of a cash settlement of the Certificates, a Underlying or its components are delivered, then it cannot be excluded that the value of such Underlying or such components is also substantially lower than the purchase price paid by the in- vestor for the Certificates.
Legal Restrictions
Depending on the applicable legal and supervisory provisions, certain investors may be subject to restrictions regarding the purchase of the Certificates or the use of the Certificates as collateral for various types of borrow- ing or other restrictions.
Pricing
The issue price of the Certificates is regularly based on internal pricing models of the Issuer and/or the relevant Offeror and may be higher than its calculative value (i.e. the value an objective pricing model would calculate). Not only because of the fact that the Certificates regularly consist of a composition of different derivative transac- tions, there is in case of doubt no possibility for the investors themselves to determine a calculative value for the Certificates. Prices fixed during exchange trading are not always determined by bids and offers and therefore do not necessarily reflect the calculative value of the Certificates. A comparison with other certificates or similar products regularly fails because of the lack of products with comparable features. The purchase price of the Cer- tificates may include issue premiums, the amount and range of which will be specified in the relevant Final Terms. In addition, certain inducements may be granted by the Issuer and/or the relevant Offeror to investment services companies (or own internal entities) in connection with the placement and the offer of the Certificates and their listing (if any). This includes, inter alia, placement commissions, volume dependent trailer commissions and discounts on the issue price.
Market Liquidity and Exchange Trading
No assurance can be given that an active market for a trading in the Certificates will develop, or, if one does de- velop, that it will be maintained. No assurance can therefore be given that the Certificates may at any given time be sold at a fair price. The price and liquidity of the Certificates on the secondary market may depend only on the Issuer and/or the relevant Offeror and may include premiums on the calculative value. If an active market for a trading in the Certificates does not develop or is not maintained, the market or trading price and liquidity of the Certificates may be adversely affected. The more restricted the secondary market will be, the more difficult it will be for the holders of the Certificates to realise the value of the Certificates prior to the redemption dates sched- uled in the Final Terms. This also applies in case of an admission of the Certificates to trading on a stock ex- change. If the Certificates are not admitted for trading on a stock exchange, there may be a lack of transparency with regard to pricing information and restrictions regarding their fungibility. Compared to OTC trading, Exchange trading of the Certificates may differ materially in terms of technical execution and the arising costs, but is not necessarily associated with more transparency for the protection of the investors. Particularly in extreme situa- tions, technical problems (including failure of the used systems) may affect exchange trading in the Certificates. Finally, there is no guarantee that the listing of the Certificates on a certain exchange segment or market seg- ment will be maintained for the entire lifetime of the Certificates. The liquidity of the Certificates may also be af- fected by legal restrictions on offers for sale under certain circumstances.
Lack of Hedging Opportunities
It may be impossible for the holders of the Certificates to take adequate hedging measures against the various risks involved with an investment in the Certificates.
Transaction and other Costs
As a consequence of transaction and other costs, the possible return on the Certificates (if any) may be lower than expected. The ancillary costs incurred upon the purchase or sale of the Certificates may significantly reduce or even exclude the profit potential of the Certificates. Among others, they include distribution fees and provi- sions with which banks normally charge their customers (e.g. as fixed minimum commissions or as commissions which are dependent on the order value). To the extent that additional (domestic or foreign) parties are involved in the execution of an order, such as domestic dealers or brokers in foreign markets, the investors must take into account that they may also be charged with such parties brokerage fees, commissions and other fees and ex- penses (third party costs). In addition to these costs which are directly related to the purchase of the Certificates, the investors must also take into account any follow-up costs of the purchase (such as custody fees). Before
investing in the Certificates, investors should therefore inform themselves about any costs incurred in connection with the purchase, custody or sale of the Certificates.
Margin Lending
In case the purchase of the Certificates is financed through margin lending, the investment risk for the investors can be materially increased. If a loan is used to finance the acquisition of the Certificates and subsequently an event of default occurs with regard to the Certificates, or if the trading price falls significantly, the investor will not only have to face a potential loss, but will also have to repay the loan and pay interest thereon. This may signifi- cantly increase the risk of a loss. Prior to an investment in the Certificates by way of margin financing, each in- vestor should carefully consider his economic circumstances whether he is able to pay interest on the loan, or to repay the loan on demand, even if losses are incurred instead of gains realised.
Tax Implications
The potential yield on the Certificates (if any) is subject to the tax implications applying to an investment in the Certificates. Payments of interest on the Certificates (if any), or profits realised by the investors upon the sale or repayment of the Certificates may be subject to taxation in its home jurisdiction or in other jurisdictions in which a tax liability is triggered. The potential tax risks of an investment in the Certificates include, among others, the risk of double taxation, uncertainties as to the tax treatment of structured securities and specific rules regarding speculation periods. It is possible that the laws and directives and the jurisdiction of the tax courts on which this description of certain circumstances of taxation in this Prospectus is based will change or that the described le- gal interpretation will not be shared by the tax authorities or the tax courts. Thus, the tax statements included in this Prospectus cannot be taken as binding information or even a representation or warranty with regard to cer- tain tax consequences. Prior to an investment in the Certificates, potential investors should contact their own tax advisors with regard to an assessment of the tax implications involved with an investment in the Certificates.
Foreign Account Tax Compliance Act withholding may affect payments on the Certificates
The U.S. “Foreign Account Tax Compliance Act” (or “FATCA”) imposes a new reporting regime and, potentially, a 30% withholding tax with respect to (i) certain payments from sources within the United States, (ii) “foreign passthru payments” made to certain non-U.S. financial institutions that do not comply with this new reporting regime, and (iii) payments to certain investors that do not provide identification information with respect to inter- ests issued by a participating non-U.S. financial institution. While the Certificates are in global form held within the clearing systems, in all but the most remote circumstances, it is not expected that FATCA will affect the amount of any payment received by the clearing systems. However, FATCA may affect payments made to cus- todians or intermediaries in the subsequent payment chain leading to the ultimate investor if any such custodian or intermediary generally is unable to receive payments free of FATCA withholding. It also may affect payment to any ultimate investor that is a financial institution that is not entitled to receive payments free of withholding un- der FATCA, or an ultimate investor that fails to provide its broker (or other custodian or intermediary from which it receives payment) with any information, forms, other documentation or consents that may be necessary for the payments to be made free of FATCA withholding. Investors should choose the custodians or intermediaries with care (to ensure each is compliant with FATCA or other laws or agreements related to FATCA), provide each cus- todian or intermediary with any information, forms, other documentation or consents that may be necessary for such custodian or intermediary to make a payment free of FATCA withholding. The Issuer’s obligations under the Certificates are discharged once it has paid the common depositary for the clearing and the Issuer has there- fore no responsibility for any amount thereafter transmitted through hands of the clearing systems and custodi- ans or intermediaries.
Hiring Incentives to Restore Employment Act withholding may affect payments on the Certificates
The U.S. Hiring Incentives to Restore Employment Act (the “HIRE Act”) imposes a 30% withholding tax on amounts attributable to U.S. source dividends that are paid or “deemed paid” under certain financial instruments if certain conditions are met. While significant aspects of the application of the relevant provisions of the HIRE Act to the Certificates are uncertain, if the Issuer or any withholding agent determines that withholding is re-
quired, neither the Issuer nor any withholding agent will be required to pay any additional amounts with respect to amounts so withheld.
The proposed financial transactions tax (FFT)
The European Commission has published a proposal for a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the “participating Member States”).
The proposed FTT has very broad scope and could, if introduced in its current form, apply to certain dealings in the Certificates (including secondary market transactions) in certain circumstances. The issuance and subscrip- tion of the Certificates should, however, be exempt.
Under current proposals the FTT could apply in certain circumstances to persons both within and outside of the participating Member States. Generally, it would apply to certain dealings in the Certificates where at least one party is a financial institution, and at least one party is established in a participating Member State. A financial institution may be, or be deemed to be, “established” in a participating Member State in a broad range of circum- stances, including (a) by transacting with a person established in a participating Member State or (b) where the financial instrument which is subject to the dealings is issued in a participating Member State.
The FTT proposal remains subject to negotiation between the participating Member States and is the subject of legal challenge. It may therefore be altered prior to any implementation, the timing of which remains unclear. Additional EU Member States may decide to participate. Prospective holders of the Certificates are advised to seek their own professional advice in relation to the FTT.
Change in Law
The Certificates are issued on the basis of the laws of the Federal Republic of Germany as enacted at the date hereof. No assurance can be given that after the date of this Prospectus the legal environment and the adminis- trative practice remain unchanged and that no court decisions will be made which may affect the obligations un- der the Certificates.
Mistrades
The regulations of trading centres may provide so called mistrade rules according to which trading participants may make a mistrade application in order to unwind transactions in Certificates which are, according to the rele- vant applicant’s opinion, not in line with the market or have arisen from technical malfunction. In this context, the holder of Certificates which are traded at such trading centres has to bear the risk that transactions which he has entered into in regard of the Certificate may be rescinded upon application of another trading participant which may have adverse economic consequences on the affected investor.
2. Structural Risks
Early Redemption
Under certain circumstances, the Certificates may be terminated and repaid to the relevant holders prior to the agreed maturity date (also without a cause or a notice period). An early redemption of the Certificates may result in the yields received upon redemption being lower than expected. An early redemption of Certificates may fur- thermore result in the redemption amount being lower than the purchase price paid for the Certificates and, as a consequence, the holders in such case would not receive the total amount of their invested capital. In addition, holders wanting to re-invest monies which they have received upon an early redemption may have to re-invest such monies in securities with a lower yield than the redeemed Certificates. In case of an early termination of the Certificates by the Issuer or of a redemption request by the holders there may be a certain period of time be- tween the termination notice or the redemption request, as the case may be, and the payment of the amounts which become payable by the Issuer during which the holders will not receive any interest on these amounts. Furthermore, in the case of Certificates there may be a certain period of time between the termination or the re- demption request and the calculation of the amounts which become payable by the Issuer so that the holders will at the time of the termination or redemption request, as the case may be, not know the amounts to be re- ceived. The amounts to be received for terminated or redeemed Certificates may be lower than expected on the date of the termination or the redemption request, as the case may be, since in such case the holders continue to bear the risk of a negative performance of the Underlying after the termination or redemption request.
Condition subsequent and condition precedent
The redemption of a Certificate and interest payments under a Certificate may be subject to the occurrence of a condition precedent, so that the holder of a Certificate eventually bears the risk not to receive any payments or deliveries if this condition precedent does not occur. Conversely, the redemption of a Certificate and interest payments under a Certificate may be subject to the occurrence of a condition subsequent, so that the holder of a Certificate eventually bears the risks, not to receive any payments or deliveries if the condition subsequent oc- curs. In this regard, the reaching of a specified barrier by the underlying may be e.g. such a condition precedent or condition subsequent.
Guaranteed Payments
A capital guarantee given by the Issuer in the applicable Final Terms may also be lower than the nominal amount of the Certificates or than the purchase price paid upon the purchase of the Certificates. It should also be noted that, subject to any other express provisions in the applicable Final Terms, any capital guarantee given by the Issuer will only be triggered if the Certificates are redeemed at the end of their scheduled maturity date (as provided on the Final Terms). If the Issuer does not give a capital guarantee, then the investors risk losing the entire invested capital. Even if a capital guarantee is given, there is a risk that the guaranteed amount is lower than the amounts invested upon the purchase of the Certificates. The validity of a capital guarantee given by the Issuer is primarily depending on the financial situation or other circumstances in the person of the Issuer and ultimately, NATIXIS.
Exchange rate and exchange control risks
All payments on the Certificates (if any) will be made in the specified Issue Currency. This presents certain risks relating to currency conversions if an investor’s financial activities are denominated principally in a currency or currency unit (the “Investor’s Currency”) other than the specified Issue Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the specified Issue Currency or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Cur- rency may impose or modify exchange controls. An appreciation in the value of the Investor’s Currency relative to the specified Issue Currency would decrease (1) the Investor’s Currency-equivalent yield on the Certificates (if any), (2) the Investor’s Currency-equivalent value of the principal payable on the Certificates (if any) and (3) the Investor’s Currency-equivalent market value of the Certificates (if any). Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable ex-
change rate. As a result, investors may receive less interest or principal than expected, or no interest or princi- pal.
Dependence on Exchange Rates
Even where payments in respect of the Certificates are not made in another currency than the Issue Currency, the value of the Certificates can, under certain circumstances, be affected by external factors as fluctuations in the rates of exchange between any currency in which payments in respect of the Certificates are made and any currency in which the relevant Underlying is traded. In particular, any appreciation or depreciation of any such currencies and any changes to interest rates or any existing or future or governmental or other restrictions on the exchangeability of such currencies may affect the value of the Certificates.
Impact of Discount or Premium
The market value of Certificates which are issued at a substantial discount or premium from their principal amount tends to fluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing securities. Generally, the longer the remaining term of the Certificates, the greater the price volatility as compared to conventional interest-bearing securities with comparable maturities.
Replacement of the Issuer
In accordance with the Certificate Terms, the Issuer may transfer its obligations under the Certificates without the consent of the holders to another issuer. In such case, the holders take the credit risk of such new issuer which primarily depends on the success of its business activity.
Market Disruptions and Adjustments
The Certificate Terms may include provisions under which upon the occurrence of certain Market Disruptions (as described therein) delays in the settlement of the Certificates may be incurred or certain modifications be made to their terms. Furthermore, the Certificate Terms may include provisions under which upon the occurrence of certain events with regard to the relevant Underlying modifications may be made with regard to such Underlying and/or the Certificate Terms and/or a substitution of the relevant Underlying by another Underlying and/or an early termination of the Certificates by the Issuer may occur.
Dependence on Third-Party Information
When calculating the amounts which become payable under the Certificates, the Calculation Agent may have to rely on information received from third parties. It is possible that incorrect or incomplete information from these persons will be perpetuated in these calculations and determinations of the Calculation Agent. Neither the Issuer nor the Calculation Agent assumes any liability for any such calculation error, unless it concerns a liability of the Calculation Agent for own bad faith or wilful default.
Influence of Hedging Transactions of the Issuer
The Issuer and/or its affiliates may in the course of their business activity engage in trading in the relevant Un- derlying of the Certificates. In addition, the Issuer and its affiliates may from time to time conclude transactions in order to hedge themselves partially or completely against the risks associated with the Certificates. These activi- ties may have an influence on the market value of the Certificates. A potential negative impact of the conclusion or dissolution of these hedging transactions on the value of the Certificates or the amounts which become pay- able to their holders cannot be excluded. Furthermore, the Issuer and its affiliates may at any time without re- strictions issue other financial instruments which are linked to the same Underlying or an Underlying which is similar to the Underlying of the Certificates or otherwise trade in the Underlying and thereby affect the value of the Certificates.
Specific Risks involved with Certificates with fixed interest payments
An investment in Certificates with fixed interest payments bears an interest rate risk because of potential fluctua- tions of interest rates which are applicable to deposits in the relevant issue currency. This may have an effect on the market value of the Certificates. Interest rates are usually affected by various factors in the international
money markets such as macro-economic factors, speculations and interventions by central banks and govern- ment agencies or other political factors. Fluctuations in short-term or long-term interest rates may affect the value of the Certificates.
Specific risks involved with Certificates with conditional payments
Potential investors should be aware that a purchase of Certificates where the interest and/or redemption amount is dependent on a certain Underlying involves significant risks which do not apply to similar investments in nor- mal debt instruments. These include, in particular, the risk that the relevant applicable interest rate is lower than the interest rate paid for ordinary debt instruments and that the investors may suffer a complete or partial loss of their invested capital. The uncertainty regarding the interest payments and the redemption amount do not allow an anticipation of the return on Certificates with conditional coupon payments. The more volatile the relevant Underlying is, the higher the uncertainty as to the value of the Certificates.
Payments before Redemption
Potential investors should be aware that except for Certificates which provide for interest payments no ongoing distributions will be made by the Issuer during the term of the Certificates and that prior to the redemption of the Certificates by the Issuer a potential return on the Certificates may only be realised through a sale in a secon- dary market (if any).
Uncertainty regarding Payments to be made under the Certificates
The market price of the Certificates and the amounts to be payable thereunder (if any) is to a substantial degree dependent on the performance of the relevant Underlying during the term of the Certificates and the perform- ance of the Certificates will be reduced by the arising costs of the Certificates (if any). The yield which is actually achieved by an investment in the Certificates (if any) can therefore not be determined before the maturity (or the early redemption) of the Certificates. In their profit expectations, investors should also consider a potential issu- ance premium and further costs related to the acquisition, holding and disposal of the Certificates (transaction costs). Upon the occurrence of certain events, the holders of the Certificates may lose all or a substantial portion of their investment. Unless the applicable Final Terms include an express capital guarantee by the Issuer, at no time any guarantee for the repayment of the invested capital can be given.
Certificateholder Meetings
The Certificate Terms may contain provisions for calling meetings of Certificateholders to consider matters af- fecting their interests generally. These provisions permit defined majorities to bind all Certificateholders, includ- ing Certificateholders who did not attend and vote at the relevant meeting and Certificateholders who voted in a manner contrary to the majority.
3. Specific Risks of the Underlying
Dependence on Underlyings
The performance of the relevant Underlying may be dependent on a multitude of different factors, including inter alia economic, financial and political events which are beyond the Issuer’s control. In certain cases the prices of an underlying may also be fixed by the Issuer and/or the relevant Offeror only. No guarantee can be given that this performance of the relevant Underlying will be positive during the term of the Certificates and that an in- vestment in the Certificates will generate positive returns. The actual yield achieved through an investment in the Certificates (if any) may therefore only be determined after the maturity (or early redemption) of the Certificates. Normally, neither the Issuer, nor the Guarantor or the Calculation Agent has an influence on the performance of the Underlying. Therefore, none of these persons assumes any responsibility to the holders of the Certificates for the economic success of an investment in the Certificates. With regard to the fact that the Calculation Agent when calculating the amounts which become payable under the Certificates has to rely on information received from third parties, it is possible that any incorrect or incomplete information from these persons will be perpetu- ated in the calculations and determinations of the Calculation Agent. Neither the Issuer, nor the Guarantor or the
Calculation Agent assume any liability for any such calculation error, unless it concerns a liability of the Calcula- tion Agent for own bad faith or wilful default.
Potential investors should be aware that (i) the market price of the Certificates may be volatile; (ii) they may re- ceive no interest; (iii) the payment of interest and other amounts may occur at a different time or in a different currency than expected; (iv) they may lose all or a substantial portion of their investment; (v) a relevant factor for the determination of interest or other amounts payable under the Certificates may be subject to significant fluc- tuations that may not correlate with changes in interest rates, currencies or other underlyings; (vi) if a relevant factor for the determination of interest or other amounts payable under the Certificates is applied in conjunction with a multiplier greater than “1” or contains some other leverage factor, the effect of changes in such relevant factor on such interest or other amounts likely will be magnified; (vii) the timing of changes in a relevant factor may affect the actual yield to investors (if any); and (viii) neither the current nor the historical value of the rele- vant factors for the determination of interest or other amounts payable under the Certificates may provide a reli- able indication of its future performance during the term of the Certificates.
No direct investment in the Underlying
A holding of the Certificates is not the same as a direct investment in the relevant Underlying. In particular (and apart from cases where payments by the Issuer are made by way of a redemption in kind) the investment in the Certificates does not provide the relevant holders with any direct rights in the relevant Underlying or the issuer of the Underlying or the assets comprised in the Underlying. Although the value of the Certificates will be influ- enced by the relevant Underlying, changes in the value of such Underlying may have a disproportionate effect on the value of the Certificates. As a consequence, it is possible that while the Underlying is increasing in value, the value of the Certificates can nevertheless be falling.
Specific Risks involved with Single Stocks
Stocks involve certain risks such as an insolvency risk of the relevant issuer, a price risk or a dividend risk, on which the Issuer has no influence. The performance of stocks substantially depends on the developments on the capital markets which themselves are influenced by the general state of the world economy and the economical and political framework. Stocks of issuers with low or medium market capitalisation may be subject to even higher risks (e.g. with regard to their volatility or insolvency risk) than it would be the case for stocks of larger companies. Moreover, the low trading volume stocks of issuers with low market capitalisation may be rather illiq- uid.
Certificates with single stocks as Underlying are usually not in any manner promoted, supported or solicited by the issuer of the relevant Underlying. Therefore, the issuer of the relevant Underlying neither explicitly nor inci- dentally assumes any representation or warranty as regards the future performance of the Underlying. Further- more, the issuer of the Underlying is not required to account for the interests of the Issuer or of the Certificate- holders. Usually, the issuer of the relevant Underlying does not participate in the proceeds resulting from the issuance of the Certificates. It is also not responsible for the determination of the price and the selection of the date and the size of the issuance and does usually not participate therein. A purchase of the Certificates does not give any rights to receive information from the issuer of the Underlying nor to exercise any voting rights or to receive from the Underlying any dividends or any assets comprised in the Underlying.
Specific Risks involved with Currencies
The performance of currencies is subject to a multitude of factors on which the Issuer has no influence. Among others, they include various economic factors, speculations and potential interventions by central banks and government agencies (including exchange controls and restrictions).
Specific Risks involved with Commodities
The performance of commodities is subject to a multitude of factors on which the Issuer has no influence. Among others, they include fluctuating bid and offer relations, weather conditions, governmental, agricultural, political and economic measures, trade programmes and directives, which aim to influence prices at the com- modity exchanges, as well as interest fluctuations. The development of spot prices for commodities is rather dif-
ficult to follow and may have different local results. Furthermore, the purchase, holding and sale of commodities may be subject to restrictions or additional taxes, charges or fees in certain jurisdictions. For certain legal rea- sons (e.g. because of governmental orders) or practical reasons (e.g. because no insurance coverage may be available), the possibility of a physical delivery of certain commodities may be restricted and therefore influence their price. Finally, the prices for commodities may be subject to significant fluctuations as a consequence of changes in inflation rates or inflation expectations, the general availability and offer, mass selling by governmen- tal agencies or international agencies, investment speculations and monetary or economic decisions of govern- ments.
Specific Risks involved with Investment Funds
If the Underlying consists of one or more investment funds or of an index consisting of one or more investment funds, then an investment in the Certificates is subject to specific risks involved with these investment funds. This includes in particular the risks associated with the investment activity pursued by the relevant investment fund which primarily depend on the risks associated with the purchase of the assets which are held by such in- vestment fund (such as stocks, other securities, deposits, money market instruments, interests in other invest- ment funds, derivatives and holdings in real estate or real estate holding companies). In addition, currency risks, general political and economic risks, risks regarding the liquidity of the assets and certain regulatory and tax risks can occur.
The performance is particularly dependent on the successful implementation of the pursued investment strategy by the relevant fund manager and the costs incurred in connection with the management of the investment fund. The assets in which an investment fund will invest also involve certain risks. Losses may occur if the value of the assets falls in comparison to their acquisition price. Steady performance growth cannot be guaranteed. Further- more, there are certain dependencies on technical devices a failure or blackout of which may result in significant losses or a non-realisation of investment opportunities.
Subject to applicable legal restrictions, the investment principles and limits which must be followed during the management of the relevant investment fund may impose only a few restrictions on the relevant fund manager with regard to specific investments and complicate the transparency and reviewability of the investment deci- sions. The investment policy may also aim to concentrate investment on assets from only a few sectors, markets or regions/countries. Such concentration on only a few specific investment sectors may involve specific risks (such as narrow markets or substantial fluctuations within certain market cycles).
The performance of an investment fund is dependent on the successful implementation of the pursued invest- ment strategy by the relevant portfolio manager and on the persons responsible for the management. Should these persons no longer be available as managers then a negative effect on the economic development may occur. Losses may be incurred or profits may be lost if subjective instead of systematic decisions are made. It is possible that portfolio managers fail to follow agreed-upon investment strategies, embezzle assets of the fund, provide false reports of investment operations, misuse confidential information or engage in other forms of mis- conduct. Such behaviour may expose an investment fund to third-party liability or cause substantial losses, in- cluding a total loss of the entrusted assets.
Investment funds with a specific investment focus are usually subject to a more distinct return and risk profile than investment funds with broadly diversified investments. Apart from a higher profit potential, this may also result in a higher risk and an increased volatility. As an example, regional funds or country funds are subject to a higher risk of losses because they depend on the development of a certain market and abstain from a broader risk diversification through an investment in a multitude of markets. Likewise, sector funds such as commodity, energy or technology funds entail an increased risk of losses because they also abstain from a broader, sector spanning risk diversification.
Usually, investment funds are valued at certain intervals, often on each trading day. Without the unit value of the investment fund which has been selected as the Underlying, the value of the Certificates which are referenced to such investment fund can usually not be determined. The conditions of the relevant investment fund may provide that the determination and/or publication of unit values may be suspended under certain circumstances. In such case, the value of the Certificates with a reference to such investment funds cannot be determined.
Depending on the existence of the investment fund, it might be possible that no historic performance data are available which would allow verifying the historic performance, volatility and risk/return profile. Reliable state- ments on the future performance of the investment fund cannot be made. The past performance may not be taken as a compulsory indicator for the future performance. Furthermore, the investment fund may at any time be dissolved and liquidated.
Specific Risks involved with Indices or Baskets
Certificates which are referenced to an index or basket consisting of various Underlyings may encompass higher levels of risk than Certificates which are referenced to a single Underlying only. An index or basket of Underly- ings to which such a Certificate is referenced may be subject to significant changes during the term of the Cer- tificates, e.g. with regard to the composition of the relevant index or basket or as a consequence of fluctuations in value of its components. Changes in the composition of the Underlying and the factors which may have an influence on its components also have an effect on the value of the Underlying and thus also on the return on an investment in the Certificates. Fluctuations in the value of one component of the Underlying may be compen- sated by fluctuations in the value of another component but may also be amplified. Reliable statements on the future performance of the components of the Underlying cannot be made. The past performance may not be taken as a compulsory indicator for the future performance. If the value of the components of the Underlying is determined in another currency than the Underlying itself, then the Certificateholders may be exposed to an ad- ditional currency risk. Under certain circumstances, the index or basket to which the Certificates are linked, can- not be upheld during the entire envisaged term of the Certificates.
Certificates which are referenced to an index or a basket of indices are usually not in any manner sponsored or in any other manner supported by any relevant index sponsor or licensee. Therefore, any index sponsor and licensee neither explicitly nor incidentally assumes any representation or warranty as regards the consequences resulting from a use of the index and/or the value of the index at any time. The composition and calculation of any index is made by the relevant index or basket sponsor or licensee without having regard to the issuer or the Certificateholders. The index sponsor or licensees is not responsible for the determination of the price and the selection of the date and the size of the issuance or has participated therein or is responsible for the determina- tion of calculation formula of the cash settlement of the Certificates or has participated therein. The index spon- sor does not assume any obligation or liability in connection with the management, the distribution or the trading of the Certificates. Furthermore, the index sponsor and licensee does not assume any responsibility for correc- tions or adjustments to the index or basket which may be made by the Calculation Agent.
Specific Risks involved with a Selection of Shares
Different to Certificates which are referenced to an index or basket of shares, the amount of payments to be made by the Issuer is in the case of Certificates which are referenced to a selection of shares not depending necessarily on the performance of all the shares comprising the selection, but possibly only of some of them which are selected by certain criteria and which are not mandatorily those shares having the best performance within the selection. There is no participation in the performance of the other shares comprising the selection. With regard to each of the shares within the selection, the above described specific risks involved with single stocks should be considered.
C. GENERAL INFORMATION
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the “CSSF”) as the competent Luxembourg supervisory authority for securities as a base prospectus in accordance with the Luxembourg law on prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) dated 10 July 2005, as amended (the “Luxembourg Law dated 10 July 2005“), implementing Directive 2003/71/EC, as amended (the "Prospectus Directive") into Luxembourg law. Any supplements required under applicable laws will be published in accordance with the Luxembourg Law dated 10 July 2005. The CSSF has neither ap- proved nor reviewed information contained in this Base Prospectus in connection with Certificates to be admitted to trading on the Euro MTF market.
The prospectus shall in accordance with the Luxembourg Law dated 10 July 2005 be valid for 12 months after its publication for offers to the public, provided that the prospectus is completed by any supplements required. The prospectus will be available for viewing on the official website of the Luxembourg Stock Exchange (xxx.xxxxxx.xx).
II. General Description of the Programme
Under its certificates programme established on 19 February 2014 (the “Certificate Programme”), Natixis Struc- tured Issuance SA may issue Certificates linked to to a share, an index, a fund, a commodity or a basket of shares, indices, funds or commodities.
Governing law
The Certificates will be governed by German law.
Rights of the Certificateholders
The rights which are attached to the Certificates are set out in the relevant terms and conditions of the Certifi- xxxxx (the “Certificate Terms”), which are competed and put in concrete terms by the relevant final terms (the “Final Terms”).
Form and Type of the Certificates
The securities are certificates where the payments of the Issuer are dependent upon the performance of a cer- tain Underlying or several Underlyings (the “Certificates”).
The Certificates are exclusively issued in bearer form. Certificates not giving the right to acquire any transferable securities or to receive a cash amount, as a consequence of them being converted or the rights conferred by them being exercised (provided that the Issuer is not the issuer of the underlying securities or an entity belong- ing to the group of the latter issuer), will be issued in minimum denominations of EUR 1,000 (or the equivalent amount in any other currency).
Underlying
The underlying of the Certificates may be a share or an index or a fund or a commodity or a basket of shares, indices, funds or commodities (as described further in the relevant Final Terms).
In case an index is used as Underlying, such index will not be composed by the Issuer or by any legal entities belonging to the same group.Currency
The Certificates will be issued in Euro or (subject to legal restrictions) in such other currency as set out in the relevant Final Terms.
Form
Each of the Certificates will be represented by a global note. No individual documents of title will be issued for the Certificates or any coupons. Details regarding the certification and clearing of the Certificates can be found in the applicable Final Terms.
Status
The Certificates constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer and shall at all times rank pari passu without any preference among themselves. The payment obligations of the Is- suer under the Certificates shall, save for such exceptions as may be provided for by applicable law and subject to the provisions in Condition 4 of the Certificate Terms, at all times rank at least equally with all other unsecured and unsubordinated indebtedness and monetary obligations of the Issuer.
Guarantee
NATIXIS has granted an irrevocable and unconditional guarantee (cautionnement solidaire) governed by French Law which is dated 23 January 2014 (the "NATIXIS Guarantee"), with effect from and including such date, for the benefit of holders of certain Financial Instruments (as defined in the NATIXIS Guarantee) of the Issuer and which expression includes Certificates issued by the Issuer under this Prospectus.
Offer
The Certificates will be offered as further specified in the relevant Final Terms.
In particular, the following information will, if applicable, be presented in the applicable Final Terms to the extent applicable:
- Investor minimum or maximum purchase or subscription amount
- Description of the Subscription or Offer Period and the early closing of the Subscription or Offer Period
- Conditions to which the offer is subject
- Description of the application process
- Description of possibility to reduce subscriptions and manner for refunding excess amount paid by appli- cants
- Details for the method and time limits for paying up and delivering the securities
- Manner in and date on which results of the offer are to be made public
- Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised
- Process for notification to applicants of the amount allotted and indication whether dealing may begin be- fore notification is made
- Amount of any expenses and taxes specifically charged to the subscriber or purchaser
- Name(s) and address(es), to the extend known to the Issuer, of the placers in the various countries where the offer takes place
The applicable Final Terms will state whether the Securities will be offered to the category of retail investors or to institutional investors or to both categories and whether tranches have been reserved for certain countries.
The issue price of the Certificates will be based on internal pricing models of the Issuer.
In addition, the applicable Final Terms wil contain an indication of yield. The yield is calculated at the date of is- sue of the the Certificates on the basis of the price of the issue. The yield is calculated as the yield to maturity as at the Issue Date of the Certificates and is not an indication of future yield.
Payments
All payments under the Certificates are subject to the laws, regulations and procedures applicable at the place of payment, especially those laws which require a deduction or retention of taxes on these payments or deliveries. The Issuer may make all accruing payments through the Paying Agent with discharging effect to the Clearing Agent (and, where applicable, to the Additional Clearing Agents) for transmission to the depository banks of the holders of the Certificates. All present and future taxes, fees and other official amounts which accrue in connec- tion with payments on the Securities will be borne by the holders of the Certificates.
Rating
Certificates to be issued under the Programme may be rated or unrated, as set out in the relevant Final Terms.
Calculation Agent
NATIXIS, 00, Xxxx x’Xxxxxxxxxx, 00000 Xxxxx, Xxxxxx (or any other calculation agent appointed in accordance with the Certificate Terms).
Paying Agents
BNP Paribas Securities Services, Luxembourg Branch, 00, xxx xx Xxxxxxxxx, X-0000 Xxxxxxxxxx, Xxxxx Xxxxx xx Xxxxxxxxxx, as principal paying agent and BNP Paribas Securities Services, Frankfurt Branch, Xxxxxx-Xxxxx 00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx, as German paying agent (or any other Paying Agent appointed in ac- cordance with the Certificate Terms).
The Certificates will be governed by German law and exclusively issued in bearer form.
Dealer; Arranger
NATIXIS, a French limited liability company (société anonyme à Conseil d'Administration).
III. General Description of the Certificates
The Certificates will be redeemed either at their Nominal Amount or at an amount calculated in accordance with a formula identified as being applicable in the relevant Final Terms. The Certificates may also be redeemed by physical delivery. The underlying entity (the shares of which may be delivered) is neither the Issuer nor an entity belonging to the Issuer’s group as stated in Article 17 of Commission Regulation (EC) No. 809/2004 of 29th April 2004.
The Certificates may be interest bearing or non interest bearing. Any coupon, if applicable, will be determined under the conditions and in accordance with the formula identified as being applicable in the relevant Final Terms. The relevant Final Terms will also specify whether or not an early, automatic, mandatory or optional re- demption is possible.
IV. Issuance of the Certificates
The Certificates will be issued in series (each a “Series”) having one or more issue dates and (except in respect of the first payment of interest) on terms otherwise identical, the Certificates of each Series being intended to be interchangeable with all other Certificates of that Series. Each Series may be issued in tranches (each a “Tranche”) on the same or different issue dates. The specific terms of each Tranche (which will be supple- mented, where necessary, with supplemental terms and conditions and, save in respect of the issue date, issue price, first payment of interest and principal amount of the Tranche, will be identical to the terms of other Tranches of the same Series) will be set out in the relevant Final Terms. Certificates not giving the right to ac- quire any transferable securities or to receive a cash amount, as a consequence of them being converted or the rights conferred by them being exercised (provided that the Issuer is not the issuer of the underlying securities or an entity belonging to the group of the latter issuer), will be issued in minimum denominations of EUR 1,000 (or the equivalent amount in any other currency).
V. Consent to Use of Prospectus
With respect to Article 3 (2) of the Prospectus Directive the Issuer consents, to the extent and under the condi- tions, if any, indicated in the relevant Final Terms, to the use of the Prospectus as long as the Prospectus is valid in accordance with Article 9 of the Prospectus Directive and during the offer period as indicated in the relevant Final Terms and accepts responsibility for the content of the Prospectus also with respect to subsequent resale or final placement of Certificates by any financial intermediary which was given consent to use the prospectus.
Such consent may be given to all (general consent) or only one or more (individual consent) specified financial intermediaries, as stated in the Final Terms, and for Luxembourg, Germany and Italy, i.e. the member states, in which the Prospectus has been passported. For which member state the consent is given will be indicated in the relevant Final Terms.
Such consent by the Issuer is subject to each dealer and/or financial intermediaries complying with the terms and conditions described in this Prospectus and the relevant Final Terms as well as any applicable selling re- strictions. The distribution of this Prospectus, any supplement to this Prospectus, if any, and the relevant Final Terms as well as the offering, sale and delivery of Certificates in certain jurisdictions may be restricted by law.
In case of an offer being made by a financial intermediary, this financial intermediary will provide infor- mation to investors on the terms and conditions of the offer at the time the offer is made.
If the Final Terms state that the consent to use the Prospectus is given to all financial intermediaries (general consent), any financial intermediary using the Prospectus has to state on its website that it uses the Prospectus in accordance with the consent and the conditions attached thereto.
VI. Listing and Admission to Trading
Application has been made for Certificates to be listed on the official list (cote officielle) of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange, which is a regu- lated market for the purposes of the Directive 2004/39/EC, or on the Euro MTF market of the Luxembourg Stock Exchange, which is not a regulated market for the purposes of the Directive 2004/39/EC, as amended.
The Programme provides that Certificates may also be listed on the regulated market and the unregulated mar- ket (Freiverkehr) of the Frankfurt Stock Exchange as well as on the Italian Stock Exchange on the “electronic securitised derivatives market” (“SeDeX”) organised and managed by Borsa Italiana S.p.A., which is a regulated market for the purposes of the Directive 2004/39/EC or on the Euro TLX market of the Italian Stock Exchange, which is not a regulated market for the purposes of the Directive 2004/39/EC, or on other or further stock ex- changes and may also be unlisted.
The relevant final terms in respect of the issue of any Certificates will specify whether or not such Certificates will be listed on the Luxembourg Stock Exchange, the Frankfurt Stock Exchange, the Italian Stock Exchange or any other stock exchange.
Natixis Structured Issuance SA, 51, avenue XX Xxxxxxx, L-1855 Luxembourg, Grand Duchy of Luxembourg, and NATIXIS, registered office 00, xxxxxx Xxxxxx Xxxxxx-Xxxxxx, 00000 Xxxxx, Xxxxxx, in accordance with the Luxembourg Law dated 10 July 2005 accept responsibility for the information contained in this Prospectus.
Natixis Structured Issuance SA and NATIXIS declare that to their knowledge the information is accurate and no substantial facts are omitted. Natixis Structured Issuance SA and NATIXIS declare that they have taken all rea- sonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import.
The CSSF assumes no responsibility as to the economic and financial soundness of the transactions under the Programme and the quality or solvency of the Issuer in line with the provisions of article 7(7) of the Luxembourg Law dated 10 July 2005.
1. General Information
The Certificates are freely transferable. The offer and sale of the Certificates are however subject to the selling restrictions applicable in the jurisdictions where the Certificates are offered or sold. The relevant provisions in respect of the countries that are parties to the Agreement on the European Economic Area ("EEA"), the United States (U.S.) and Italy are set out below.
2. EEA Member States
In relation to each Member State of the EEA which has implemented the Prospectus Directive (each, a "Rele- vant Member State"), each Dealer has represented and agreed, and each further Dealer appointed under the German Certificate Programme will be required to represent and agree, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Imple- mentation Date") it has not made and will not make an offer of Certificates which are the subject of the offering contemplated by the Base Prospectus as completed by the final terms in relation thereto to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Certificates to the public in that Relevant Member State:
(a) Approved Prospectus: if the final terms in relation to the Certificates specify that an offer of those Certifi- xxxxx may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Mem- ber State (a "Non-exempt Offer"), following the date of publication of a prospectus in relation to such Certificates which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, provided that any such prospectus has subsequently been completed by the final terms contemplating such Non-exempt Offer, in accordance with the Prospectus Directive, in the period beginning and ending on the dates specified in such prospectus or final terms, as applicable and the Issuer has consented in writing to its use for the purpose of that Non-exempt Offer;
(b) Qualified investors: at any time to any legal entity which is a qualified investor as defined in the Prospec- tus Directive;
(c) Fewer than 100 offerees: at any time to fewer than 100 or, if the Relevant Member State has imple- mented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or
(d) Other exempt offers: at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Certificates referred to in (b) to (d) above shall require the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer of Certificates to the public" in relation to any Cer- tificates in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Certificates to be offered so as to enable an investor to decide to purchase or subscribe the Certificates, as the same may be varied in that Member State by any measure imple-
xxxxxxx the Prospectus Directive in that Member State, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
As of the date hereof, the Issuer has requested from the CSSF a certificate of approval of this Base Prospectus allowing for the Certificates to be, in addition to Luxembourg, publicly offered in Italy and Germany. In addition, the Issuer reserves the right to apply for certain countries of the EEA to the CSSF for a certificate of approval of this Base Prospectus pursuant to Art. 18 of the Prospectus Directive and Art. 19 of the Luxembourg Law dated 10 July 2005, in order to be able to publicly offer the Certificates also in those countries and/or have them admit- ted to trading at a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments amending Council Directives 85/611/EEC and 93/6/EEC and Directive 2000/12/EC of the European Parliament and of the Council and repealing Council Direc- tive 93/22/EEC) (the “EEA Passport”). A special permit allowing for the Certificates to be offered or the prospec- tus to be distributed in a jurisdiction outside of those countries for which an EEA Passport is possible and a per- mit required has not been obtained. The Issuer may in its sole discretion from time to time decide to notify this Base Prospectus to other EEA states.
3. United States of America (U.S.A.)
The Certificates have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered, sold or delivered in the United States or to, or for the account or benefit of, U.S. Persons except pursuant to an exemption from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Secu- rities Act (“Regulation S”).
The Certificates are subject to certain requirements of U.S. tax laws and may not, except for certain exemptions, be offered, sold or delivered in the United States or its territories or possessions or to U.S. Persons. Terms used in this paragraph have the meanings given to them by the United States Internal Revenue Code of 1986, as amended, and any regulations made thereunder.
Neither the Issuer nor any Dealer will offer, sell or deliver any Certificates at any time within the United States of America or to, or for the account or benefit of U.S. persons, and such Offeror will have sent to each distributor, offeror or person to which it sells any Certificates during the distribution compliance period relating thereto a con- firmation or other notice setting forth the restrictions on offers and sales of the Certificates within the United States of America or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S.
Each purchaser of any Certificate offered and sold in reliance on Regulation S will be deemed to have repre- sented and agreed as follows (terms used in this paragraph that are defined in Regulation S are used herein as defined therein):
(i) the purchaser and the person, if any, for whose account it is acquiring such Certificate are outside the United States of America and is not a U.S. person, and (ii) the offered Certificates are acquired in an offshore transaction meeting the requirements of Regulation S;
the purchaser is aware that none of the Certificates have been or will be registered under the Securi- ties Act and that the Certificates are being distributed and offered outside the United States of America in reliance on Regulation S; and
the purchaser acknowledges that the Issuer, its affiliates and others will rely upon the truth and accu- racy of the foregoing representations and agreements.
Each issue of index-, commodity- or currency-linked Certificates shall be subject to such additional U. S. selling restrictions as the Issuer and the relevant Dealer may agree as a term of the issue and purchase of such Certifi- xxxxx, which additional selling restrictions shall be set out in the Final Terms. Each Dealer has represented and
agreed that it shall offer, sell and deliver such Certificates only in compliance with such additional U.S. selling restrictions.
4. Republic of Italy
Unless it is specified in the relevant Final Terms that a Non-exempt Offer may be made in Italy, the offering of the Certificates has not been registered pursuant to Italian securities legislation and, accordingly, each Dealer has represented and agreed that it will not offer, sell or deliver any Certificates or distribute copies of this Base Prospectus and any other document relating to the Certificates in the Republic of Italy except:Accordingly, each of the Dealers has represented and agreed that it will not offer, sell or deliver any Certificates or distribute copies of this Base Prospectus and any other document relating to the Certificates in the Republic of Italy except:
(1) to "qualified investors" (investitori qualificati), as defined in Article 100 of Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act ") and Article 34-ter, paragraph 1, let. b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Regulation No. 11971") or
(2) in any other circumstances where an express exemption from the rules on public offerings pursuant to Arti- cle 100 of the Financial Services Act and Article 34-ter of Xxxxxxxxxx Xx. 00000.
Any such offer, sale or delivery of the Certificates or distribution of copies of this Base Prospectus or any other document relating to the Certificates in the Republic of Italy under (1) and (2) above must be:
(a) made by investment firms, banks or financial intermediaries permitted to conduct such activities in the Re- public of Italy in accordance with Legislative Decree No. 385 of 1 September 1993 as amended (the "Bank- ing Act"), Financial Services Act,, CONSOB Regulation No. 16190 of 29 October 2007, as amended and any other applicable laws and regulations;
(b) in compliance with article 129 of the Banking Act, as amended, and the implementing guidelines of the Bank of Italy, as amended from time to time, pursuant to which the Bank of Italy may request information on the issue or the offer of Certificates in the Republic of Italy; and
(c) in compliance with any other applicable notificationlaws and regulation or requirement or limitation which may be imposed by CONSOB or the Bank of Italyother Italian authority.
Provisions relating to the secondary market in the Republic of Italy
Investors should also note that in accordance with Article 100-bis of the Financial Services Act, where no ex- emption from the rules on public offerings applies under (1) and (2) above, the subsequent distribution of the Certificates on the secondary market in Italy must be made in compliance with the public offer and the prospec- tus requirement rules provided under the Financial Services Act and Regulation No. 11971. Failure to comply with such rules may result in the sale of such Certificates being declared null and void and in the liability of the intermediary transferring the financial instruments for any damages suffered by the investors.
IX. Availability and Use of the Prospectus
This Prospectus and any supplements thereto and the Final Terms can be obtained free of charge from NATIXIS in 47, Quai d’Austerlitz, 00000 Xxxxx, Xxxxxx, and if stated applicable in the corresponding Final Terms at BNP Paribas Securities Services, Frankfurt Branch, Xxxxxx-Xxxxx 00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx as German paying agent as well as at those places further named in the relevant Final Terms (if any). They may in jurisdic- tions where a public or other form of offering of the Certificates is illegal not be used for the purposes of such offering. No one is entitled to make any statements or representations in connection with the issuance and mar- keting of the Certificates which are not included in this Prospectus or the supplements published in connection therewith. If any such information or representation is made, they are not based on an authorization by the Is- suer.
The publication or distribution of this Prospectus and the offer or sale of the Certificates may in certain jurisdic- tions be subject to legal restrictions. This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Certificates in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation in such jurisdiction. Accordingly, the Certificates may not be offered or sold, directly or indirectly, and neither this
Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons re- ceiving possession of this Prospectus or the Certificates must inform themselves about and observe any appli- cable restrictions on the distribution of this Prospectus and the offering and sale of the Certificates. Reference is made in particular to the restrictions on the distribution of this Prospectus and on the offer or sale of the Certifi- xxxxx in the United States of America and with regard to U.S. persons (please see sub-section IV. 4. herein be- fore).
If provided for in the Final Terms the Issuer may, with regard to matters concerning the joint interests of the Cer- tificateholders in relation to the Certificates (especially for modifications of the Certificate Terms) and pursuant to
§§ 5 et. seqq. of the German Act on Bonds Constituting Part of Uniform Issues (Gesetz über Schuldver- schreibungen aus Gesamtemissionen – SchVG), convene meetings of the Certificateholders (the “Certificate- holder Meetings”), which may, inter alia, appoint a joint representative of the Certificateholders by a corre- sponding majority resolution. The costs for convening and holding a Certificateholder Meeting will be borne by the Issuer.
1. Calling of Certificateholder Meetings
A Certificateholder Meeting may be called following a request by
the Issuer;
a Certificateholder Representative (as defined below); or
Certificateholders holding not less than 5% of the then outstanding Certificates.
The invitation to the Certificateholders must be published in the German electronic Federal Gazette (elektron- ischer Bundesanzeiger).
2. Voting
The right to vote is subject to the relevant Certificateholder having no later than the third day before the day of the scheduled Certificateholder Meeting lodged their Certificates in a blocked account and at the beginning of the Certificateholder Meeting presented to the Issuer a confirmation of its custody bank to that extent. Voting rights may also be exercised by a proxy having presented a written power of attorney from the relevant Certifi- cateholder together with a custody bank confirmation within the aforesaid meaning at the beginning of the Certi- ficateholder Meeting to the Issuer.
As a matter of principle, Certificateholders shall pass resolutions with a simple majority of the votes cast. Resolu- tions which materially amend the contents of the Certificate Terms, in particular in the following cases, if applica- ble,
1. changes in the due date, reduction or exclusion of interest payments;
2. changes in the due date of the principal amount;
3. reduction of the principal amount;
4. subordination of claims made under the Certificates during insolvency proceedings of the Issuer;
5. conversion or exchange of the Certificates into shares, other securities or other promises of performance;
6. substitution or release of security;
7. changes in the currency of the Certificates;
8. waiver or limitation of the Certificateholders' right of termination; and
9. substitution of the Issuer;
require a majority of at least 75 per cent of the votes participating in the vote (a “Qualified Majority”)
Majority resolutions of the Certificateholder Meeting must establish the same rights and obligations for and be binding on all Certificateholders. Any resolution which does not provide for equal conditions for all Certificate- holders is void, unless the Certificateholders who are disadvantaged have expressly consented to the resolution based on which they are treated disadvantageously.
3. Certificateholder Representative
The Certificateholder Meeting may appoint any person who has legal capacity or any competent legal entity as joint representative of the Certificateholders (the “Certificateholder Representative”). Such Certificateholder Representative may at any time be removed by a corresponding resolution of the Certificateholder Meeting.
The provisions in relation to the Certificateholders Meetings permit defined majorities to bind all Certificatehold- ers, including Certificateholders who did not attend and vote at the relevant meeting and Certificateholders who voted in a manner contrary to the majority.
For the avoidance of doubt, the provisions regarding bondholder meetings set out in articles 86 to 94-8 of the Luxembourg act dated 10 August 1915 on commercial companies, as amended, do not apply in connection with the Certificates.
XI. Information obtained from Third Parties
To the extent any information obtained from third parties has been included in this Prospectus (including any supplements thereto) or in the Final Terms, such information has been reproduced accurately and, according to the knowledge of the Issuer and NATIXIS, no facts have been omitted, to the extent the Issuer and NATIXIS could identify such omission based on the information published by the third party, which make the reproduced information appear inaccurate or misleading. The source of information will in each case be indicated where third-party information has been included in the Base Prospectus or the Final Terms.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to “€” or “euro” are to the single currency of the participating member states of the European Union which was introduced on 1 January 1999, references to “U.S. dollars” “USD”, “$” and “U.S.$” are to the lawful currency of the United States of America, references to “Yen” and “JPY” are to the lawful currency of Japan, references to “Sterling ”, “GBP” and “£” are to the lawful currency of the United Kingdom.
This Prospectus cannot replace the individual advice to be received by an investor prior to an invest- ment decision.
D. INFORMATION REGARDING THE ISSUER, THE GUARANTOR AND THE GUARANTEE
I. Information regarding the Issuer
1. General
The Issuer was incorporated in the Grand Duchy of Luxembourg as a public limited liability company (société anonyme) with unlimited duration on 29 November 2013 under the name Natixis Structured Issuance SA and is registered with the Luxembourg trade and companies register under number B 182619. The Issuer's legal name is Natixis Structured Issuance SA, its commercial name is Natixis Structured Issuance.
The articles of association of the Issuer (the "Articles of Association") have been published in the Mémorial C, Receuil des Sociétés et Associations number 205 of 23 January 2014.
The registered office of the Issuer is at 00, xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx. The telephone number of the Issuer is x000 00 00 00 000 and the fax number is x000 00 00 00 000.
The share capital of the Issuer is EUR 2,200,000 divided into 22,000 ordinary shares in registered form with a par value of EUR 100 each (the "Issuer Shares") all of which are fully paid. The issued Issuer Shares are held by Natixis Trust SA itself a wholly owned subsidiary of NATIXIS. The Issuer is dependent on its owner NATIXIS.
Since 29 November 2013, the date of its incorporation, the Issuer has not commenced operations and no finan- cial statements have been made up as at the date of this Base Prospectus.
No recent events have taken place which are to a material extent relevant to the evaluation of the the Issuer’s solvency.
No principal investments have been made by the Issuer since the date of its incorporation and no firm commit- ments on principal future investments have already been made by the Issuer’s management bodies.
2. Principal activities and principle markets of the Issuer
The principal activities of the Issuer are those which are set out in article 4 (Corporate objects) of the Articles of Association.
The corporate objects of the Issuer are (i) obtain funding by the issue of bonds, notes, warrants, certificates or other financial instruments of any term or duration and in any currency, including under one or more issue pro- grammes or by means of standalone issuances, or any other indebtedness, or by any other means, (ii) enter into, execute and deliver and perform any swaps (including any credit support annexes), futures, forwards, for- eign exchange agreements, derivatives, options, repurchase agreements, securities lending transactions and transactions having similar effect in connection with or ancillary to the activities mentioned above and (iii) enter into loan agreements as lender with a view to complying with any payment or other obligation the Issuer has un- der any of the financial instruments issued by it or any agreement entered into within the context of its activities.
The Issuer may borrow in any form. It may enter into any type of loan agreement. The Issuer may also give guarantees and grant security in favour of third parties to secure its obligations or the obligations of its subsidiar- ies, affiliated companies or any other company. The Issuer may further pledge, transfer, encumber or otherwise create security over some or all its assets.
The descriptions above are to be understood in their broadest sense and their enumeration is not limiting. The corporate objects shall include any transaction or agreement which is entered into by the Issuer, provided it is not inconsistent with the foregoing enumerated objects and to the extent permitted under applicable law.
In general, the Issuer may take any controlling and supervisory measures and carry out any operation or trans- action which it considers necessary or useful in the accomplishment and development of its corporate objects.
The Issuer conducts its business activities mainly in Europe and Asia. In the context of its activity as an issuer, the Issuer competes with other debt and derivative issuers.
3. General Meetings of Shareholders
Shareholders meetings are convened accordingly to prescriptions of Luxembourg company law.
The annual general meeting of shareholders is held on the second Tuesday in April of each year or, if it is not a bank working day in Luxembourg, the following day.
Shareholders are entitled to one vote per share. Resolutions proposed at ordinary annual general meetings of shareholders require a simple majority of votes cast. Xxxxxxxxxxx proposed at extraordinary meetings of share- holders require a two third majority of votes cast when the resolution deals with either a modification of the Is- suer’s articles of incorporation or the Issuer’s dissolution.
Each time all the shareholders are present or represented and if they declare being informed of the agenda of the shareholders meeting, the shareholders meeting can be held without notification.
4. Capitalisation
The following table sets out the capitalisation of the Issuer as at the date of this Base Prospectus. Shareholders' funds:
Share capital EUR 2,200,000
Total Capitalisation EUR 2,200,000
5. Indebtedness
As at the date of this Base Prospectus, the Issuer has no indebtedness.
6. Adminstrative, Management and Supervisory Bodies
As at the date of this Base Prospectus the Directors of the Issuer are as follows:
Director | principal outside activities |
Xxxxxx Xxxxx | Managing Director Ogier Fiduciary Services (Luxembourg) S.à.r.l. |
Xxxxxx Xxxxxxxx | Associate Director Ogier Fiduciary Services (Luxembourg) S.à.r.l. |
Xxxxxxx Xxxxxxx | Deputy Managing Director Natixis Bank |
Xxxx Xxxxxx | Chief Executive Officer Natixis Bank |
Xxxx Xxxxx Xxxxxx | Director Head of Long Term Treasury, Cash and Collateral Man- agement Group BPCE/Natixis |
The business address of Xxxxxx Xxxxx and Xxxxxx Xxxxxxxx is 0-0, xxx Xxxxxx Xxxxxxx, X-0000 Xxxxxxxxxx. The business address of Xxxxxxx Xxxxxxx and Xxxx Xxxxxx is 00, xxxxxx X.X. Xxxxxxx, X-0000 Xxxxxxxxxx. The business address of Xxxx Xxxxx Xxxxxx is 00 xxxx x'Xxxxxxxxxx - 00000, Xxxxx.
The Issuer confirms that there is no conflict of interest between their duties as director of the Issuer and their principal and/or other outside activities.
7. Board Practices
Audit Commitee
The Issuer does not have its own audit committee. Corporate Governance
No corporate governance regime to which the Issuer would be subject exists in Luxembourg as at the date of this Base Prospectus.
8. Major Shareholders
The Issuer is an indirect wholly owned subsidiary of NATIXIS. The Issuer is 100% owned by Natixis Trust SA, which in turn is owned by Natixis.
There are no arrangements, known to the Issuer, the operation of which may at a subsequent date result in a change in control of the Issuer.
9. Material Contracts
The Issuer and NATIXIS have entered into a master intra-group loan agreement (the “Loan Agreement”) dated 23 January 2014, pursuant to which loan transactions (“Loans”) may be entered into between the Issuer (as lender) and NATIXIS (as borrower) in connection with any issue of financial instruments of the Issuer.
The Loan Agreement enables the net proceeds from the issue of each Tranche of securities under the relevant programme to be lent to NATIXIS. NATIXIS agrees to make payments under the Loan Agreement free and clear of any withholding on account of tax unless such withholding is required by law. In such circumstances NATIXIS is required to gross-up such payments accordingly. If NATIXIS is required to increase any payments to the Is- suer under the Loan Agreement to the extent necessary to ensure that the Issuer receives a sum, net of any de- duction or withholding, equal to the sum which it would have received had no such deduction or withholding been made or required to be made, such event shall constitute a tax event (a “Loan Tax Event”). Following the occurrence of a Loan Tax Event, NATIXIS may, at any time, give not less than 20 Business Days’ notice to the Issuer of its intention to prepay the whole (and not part) of any Loans made under the Loan Agreement.
10. Financial Statements
The financial year of the Issuer is the calendar year (save that the first financial year is from the date of incorpo- ration to 31 December 2014).
Set out below is an opening balance sheet of the Issuer as at 29 November 2013, the date of its incorporation. No financial statements of the Issuer have been drawn up (and audited) for any period since its incorporation.
EUR (unaudited) | |
ASSETS | |
Current assets | |
Cash at bank | 2,200,000 |
TOTAL ASSETS | 2,200,000 |
LIABILITIES | |
Capital and reserves | |
Subscribed capital | 2,200,000 |
TOTAL LIABILITIES | 2,200,000 |
In accordance with Articles 72, 74 and 75 of the Luxembourg act dated 10 August 1915 on commercial compa- nies, as amended, the Issuer is obliged to publish its annual accounts on an annual basis following approval of the annual accounts by the annual general meeting of the shareholders. The ordinary general meeting of share- holders takes place annually on the second Tuesday in April of each year at 3.00 p.m. Luxembourg time or, if such day is not a business day, the next following business day at the registered office of the Issuer or at such other place as may be specified in the convening notice. The first ordinary general meeting of shareholders should take place in 2015.
11. Statutory Auditors
The current statutory auditor (réviseur d'entreprises agréé) of the Issuer, which has been appointed by a resolu- tion of Natixis Trust SA, being the sole shareholder of the Issuer, is Mazars Luxembourg having its registered office at 00X, xxx Xxxxx X. Xxxxxxx, X-0000 Xxxxxxxxxx and which belong to the Luxembourg institute of audi- tors (Institut des réviseurs d'entreprises).
12. Legal and arbitration proceedings
During the 12 months before the date of this Base Prospectus there have been no governmental, legal or arbi- tration proceedings against the Issuer (including any such proceedings which are pending or threatened of which the Issuer is aware) which may have, or have had in the recent past, significant effects on the Issuer’s financial position or profitability.
13. Significant change in the Issuer's financial or trading position and Trend Information
There has been no significant change in the financial or trading position of the Issuer since 29 November 2013, the date of its incorporation.
There has been no material adverse change in the prospects of the Issuer since 29 November 2013, the date of its incorporation.
14. Documents on Display
During the validity of this Base Prospectus, copies of the opening balance sheet of the Issuer, any future pub- lished audited financial statements of the Issuer, of any published interim financial information of the Issuer, of the Base Prospectus and possible supplements, of the Articles of Association of the Issuer and of the Guarantee are available for inspection during normal business hours at the office of the Issuer at 00, xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx.
II. Information regarding the Guarantee
NATIXIS granted a guarantee (the “NATIXIS Guarantee”) in the form of a joint and several obligation (caution- nement solidaire) dated 23 January 2014, with effect from and including such date, for the benefit of the holders of certain Financial Instruments (as defined in the NATIXIS Guarantee) of the Issuer and which expression in- cludes Certificates issued under the Programme.
The NATIXIS Guarantee extends to those Financial Instruments issued by the Issuer, other than (i) any subordi- nated securities or debts issued or entered into by NATIXIS Structured Issuance SA subject to a subordination provision which is intended for or which results in the assimilation of such securities or debts to own funds as defined by applicable banking regulation and (ii) any financial instruments provided that it is expressly specified in the legal documentation attached to such financial instruments that these do not benefit from the NATIXIS Guarantee.
Notice of any claim under the NATIXIS Guarantee must be sent in writing signed by a duly authorised officer of the claimant after the Issuer has defaulted in its payment obligation under a Financial Instrument. Such notice must include copies of the relevant supporting documentation (as further detailed in the NATIXIS Guarantee) and shall be effective as of the date of receipt, provided however, that if a notice is received on a day that is not a Business Day (as defined in the NATIXIS Guarantee) or is received on a Business Day after 3 (three) p.m. (Paris time), such notice shall be deemed received by NATIXIS on the following Business Day.
The NATIXIS Guarantee may be terminated at any time by NATIXIS. If so terminated, the Issuer must inform the relevant beneficiaries of the NATIXIS Guarantee by publishing a public announcement in at least one financial newspaper in each of Paris, London, Frankfurt, New York and Tokyo, at least two months before the effective date of the intended termination.
Notwithstanding termination of the NATIXIS Guarantee at any time, any financial instruments (including Certifi- xxxxx under the Programme) issued by the Issuer with the benefit of the NATIXIS Guarantee will continue to benefit from the NATIXIS Guarantee and the undertakings given by NATIXIS thereunder until all obligations un- der such Certificates have been performed in full.
III. Information regarding the Guarantor
NATIXIS is a French limited liability company (société anonyme à Conseil d'Administration) registered with the Registre du Commerce et des Sociétés de Paris under No. 542 044 524. It is currently governed by the French commercial company regulations, the provisions of the French Monetary and Financial Code, and its bylaws. Its corporate existence was fixed by its bylaws for 99 years on 9 November 1994, expiring on 9 November 2093.
Formed from the combination, at the end of 2006, of the corporate and investment banking and services activi- ties of the Banque Populaire Group and the Caisse d’Epargne Group, NATIXIS is a key player in the European banking industry. It has a diversified portfolio of activities with solid business expertise, large customer bases and a strong international presence.
NATIXIS was created on 17 November 2006, on the occasion of the combined general meeting that approved, notably, the capital increase through a capital contribution in kind to Natexis Banques Populaires of a set of as- sets transferred by Caisse Nationale des Caisses d’Epargne (primarily IXIS Corporate & Investment Bank and IXIS Asset Management) and Banque Fédérale des Banques Populaires, and the new company name (changed from Natexis Banques Populaires to NATIXIS).
About BPCE
BPCE is the central body for the new banking group formed by the combination of Groupe Banque Populaire and Groupe Caisse d’Epargne, which closed on 31 July 2009 following contributions of the principal businesses of Banque Fédérale des Banques Populaires (“BFBP”) and Caisse Nationale des Caisses d’Epargne et de Prévoyance (“CNCE”) to BPCE. BPCE officially became operational as of 3 August 2009, after BFBP, CNCE
and BPCE officially approved the formation of the new central body at their respective shareholders’ Extraordi- nary General Meetings held on Friday, 31 July 2009.
Affiliation of NATIXIS to BPCE and guarantee and solidarity system within Groupe BPCE
With effect as of 31 July 2009 (non-inclusive), NATIXIS is affiliated with BPCE, the central body of Groupe BPCE. This affiliation with BPCE replaces, with effect as of same date, the dual affiliation of NATIXIS with Banque Fédérale des Banques Populaires (BFBP) and Caisse Nationale des Caisses d’Epargne et de Prévoyance (CNCE), which was governed by a dual affiliation agreement terminated on the same date.
Scope
Pursuant to Law no. 2009-715 of 18 June 2009 amending the French Monetary and Financial Code, BPCE is designated as the central body of the new cooperative banking group known as “Groupe BPCE”, which com- prises BPCE and its “Affiliates”, namely:
> the members of Banque Populaire and Caisse d'Epargne networks (Articles L. 512-11 and L. 512-86 of the French Monetary and Financial Code), namely:
the Banques Populaires;
the sociétés de caution mutuelle (mutual guarantee companies);
the Caisses d'Epargne et de Prévoyance (Savings Banks);
the sociétés locales d’épargne (local savings companies); and
the Fédération Nationale des Caisses d’Epargne et de Prévoyance (National Federation of Savings Banks),
> the other French credit institutions affiliated with BPCE (Article L. 512-106 paragraph 2 of the French Monetary and Financial Code), namely:
the credit institutions that were affiliated with BFBP and CNCE as of 31 July 2009, including particu- larly:
credit institutions contributed to BPCE, particularly NATIXIS;
Crédit Foncier de France, Banque Palatine and BPCE International et Outre-mer; and
The Caisses Régionales de Crédit Maritime and Société Centrale de Crédit Maritime referred to in Article L. 512-69 of the French Monetary and Financial Code,
any French credit institution whose control is directly or indirectly held, solely or jointly, by BPCE or one or more members of the networks, affiliated by a decision made pursuant to Article L. 512-106 paragraph 2,
BPCE and the Affiliates are hereinafter referred to together as the “Beneficiaries”.
Guarantee and solidarity system
As central body and pursuant to Article L. 511-31 of the French Monetary and Financial Code, BPCE is respon- sible for coordinating its networks and ensuring the correct functioning of its Affiliates. It takes all necessary measures to guarantee the liquidity and solvency of BPCE, each of the network members and of the other Affili- ates.
To this end, BPCE manages an internal solidarity mechanism, benefiting all of the affiliated Beneficiaries (includ- ing NATIXIS). Under the guarantee and solidarity system and pursuant to Article L. 512-107 5° and 6° of the French Monetary and Financial Code, BPCE must take all necessary measures to guarantee the liquidity and solvency of Groupe BPCE and institutions affiliated with BPCE as central body, as well as to organize the finan- cial solidarity within Banque Populaire and Caisse d’Epargne networks.
The guarantee and solidarity system is a specific regime applicable to French cooperative or mutual banking groups, pursuant to which BPCE and each of the Banques Populaires and the Caisses d’Epargne (37 credit in- stitutions) is required to support the Beneficiaries in case of temporary cash shortage (liquidity guarantee) or in order to prevent and/or cope with severe financial failings (solvency guarantee). The solidarity mechanism is internal to Groupe BPCE and does not constitute a guarantee that is enforceable by third parties, although French banking regulators may require the mechanism to be used if needed.
Operational principles
The solidarity mechanism is operated by BPCE under the sole authority of its directoire (“Management Board”). The Management Board is made up of five members and may, at its discretion, decide to trigger the solidarity mechanism and/or to top up the Guarantee Funds (as defined below), as circumstances may require. The Man- agement Board needs not seek any approval from BPCE’s supervisory board (conseil de surveillance) nor from the retail network banks (the Banques Populaires and the Caisses d’Epargne).
Furthermore in its role as central body, BPCE controls and monitors the liquidity of its Affiliates. This is in line with the extensive powers vested in it by the French Monetary and Financial Code, in particular Article L 511-31, which provides that BPCE must ensure the correct functioning of the Affiliates.
Under this guarantee and solidarity system, BPCE as central body manages:
i) the fund of the Banques Populaires network;
ii) the fund of the Caisses d’Epargne network; and
iii) the Mutual Guarantee Fund, collectively the “Guarantee Funds”.
The Guarantee Funds within BPCE have a total sum of €1.254 billion (as of 31 December 2013) at their dispos- al, the amount of which will be increased by an annual top-up (unless it is used for purposes of providing sup- port). The Guarantee Funds are invested in very safe and liquid investments.
The management of the funds is entrusted to NATIXIS Asset Management with the objective to preserve the capital over a short-medium term horizon (investment in securities with maturities between 12 and 18 months) and to keep a high level of liquidity. The management is therefore diversified and prudent and mainly composed of fixed income investments which three separate buckets (40% of euro short term bonds, 30% of money mar- ket, 30% of flexible asset allocation). Eligible debt instruments will have a minimum AA- long term rating or A- 1/P-1 short term rating.
Crisis prevention
BPCE, on account of the powers vested in it as central body, is responsible for preventing that its Affiliates (among which NATIXIS) face liquidity shortages. This important prevention role materializes by rigorous and fre- quent monitoring (which can be daily if market conditions command it) and early intervention in so far as neces- sary. Thus BPCE holds all necessary powers to avoid the triggering of the guarantee and solidarity system.
Available resources to provide financial support to NATIXIS if need be
Should the situation of NATIXIS require the triggering of the guarantee and solidarity system, BPCE may draw financial means from four different and complementary sources: firstly BPCE will draw on its own capital (in compliance with its shareholder duties); secondly it will call upon the Mutual Guarantee Fund; thirdly it will make a call on the two networks’ guarantee funds (Banques Populaires and Caisses d’Epargne); finally BPCE will re- quest the contribution capacity of the Banques Populaires and the Caisses d’Epargne (37 credit institutions) up to the full amount of their equity.
The guarantee and solidarity system extends to each of the Affiliates of Groupe BPCE (including NATIXIS). For the avoidance of doubt, it does not extend to non-French credit institutions or to entities that are not credit institu- tions.
Financial and trading position of the Guarantor
There has been no significant change in the financial or trading position of the Guarantor since 31 December 2013.
Trend information regarding the Guarantor
There has been no material adverse change in the prospects of the Guarantor since 31 December 2013.
Save as disclosed on pages 12 to 26, 135 to 138 and 328 of the NATIXIS 2013 Registration Document, there is no information available on any known trends, uncertainties, demands, commitments or events that are reason- ably likely to have a material effect on the Guarantor’s prospects for the current financial year.
Solvency of the Issuer
Save as disclosed on pages 6 to 7 and 135 of the NATIXIS 2013 Registration Document, no recent events have taken place which are to a material extent relevant to the evaluation of the Guarantor’s solvency.
Documents on Display
During the validity of this Base Prospectus, copies of the published audited financial statements of NATIXIS for each of the two financial years preceding the publication of the Base Prospectus, of the published interim finan- cial information of NATIXIS, of the memorandum of the Guarantor and of the NATIXIS Guarantee are available for inspection during normal business hours at the office of NATIXIS at 47, Quai d’Austerlitz 00000 Xxxxx, Xxxxxx, at the office of the Principal Paying Agent and at those places further named in the relevant Final Terms (if any).
E. TAXATION
The following is a general description of certain Luxembourg tax considerations relating to the holding, disposal or redemption of the Certificates. It does not purport to be a complete analysis of all tax considerations relating to the Certificates, whether in Luxembourg or elsewhere. Prospective purchasers of the Certificates should con- sult their own tax advisers as to which countries’ tax laws could be relevant to acquiring, holding and disposing of the Certificates and receiving payments of interest, principal and/or other amounts under the Certificates and the consequences of such actions under the tax laws of Luxembourg. This summary is based upon the law as in effect on the date of this Information Memorandum. The information contained within this section are limited to taxation issues, and prospective investors should not apply any information set out below to other areas, includ- ing (but not limited to) the legality of transactions involving the Certificates.
1. Withholding Tax
All payments by the Issuer in the context of the holding, disposal or redemption of the Certificates, which are not profit sharing or do not have, in addition to a fixed interest, a variable interest depending on the profits distributed by the Issuer, can be made free and clear of any withholding or deduction for or on account of any taxes of whatsoever nature imposed, levied, withheld, or assessed by Luxembourg or any political subdivision or taxing authority thereof or therein, in accordance with applicable Luxembourg law, subject however to:
(i) the application of the Luxembourg laws of 21 June 2005, as amended, implementing the Council Direc- tive 2003/48/EC (the "EU Savings Directive") and several agreements concluded with certain dependent or associated territories and providing for the possible application of a withholding tax of 35% on pay- ments of interest or similar income made or ascribed by a paying agent in Luxembourg (within the mean- ing of these laws) to or for the immediate benefit of certain non Luxembourg resident investors (individu- als and certain types of entities called “residual entities” within the meaning of article 4.2 of the EU Sav- ings Directive).The Luxembourg government however officially announced on 10 April 2013 its intention to give up the withholding tax system as from 1st January 2015 and apply the automatic exchange of in- formation system under the EU Savings Directive;
(ii) the application as regards Luxembourg resident individuals of the Luxembourg law of 23 December 2005, as amended, which has introduced a 10% withholding tax (which is final when Luxembourg resi- dent individuals are acting in the context of the management of their private wealth) on savings income (i.e. with certain exemptions, savings income within the meaning of the Luxembourg laws of 21 June 2005, as amended, implementing the EU Savings Directive). Furthermore, pursuant to the law of 23 De- cember 2005, as amended, Luxembourg resident individuals can opt to self declare and pay a 10 per cent. tax on payments of interest or similar income made or ascribed by paying agents located in a Member State of the European Union other than Luxembourg, a Member State of the European Eco- nomic Area or in a State or territory which has concluded an agreement directly relating to the EU Sav- ings Directive on the taxation of savings income. Such 10 per cent. tax is final when Luxembourg resi- dent individuals are acting in the context of the management of their private wealth.
Responsibility for the withholding of tax in application of the above-mentioned Luxembourg laws of 21 June 2005 and 23 December 2005, as amended, is assumed by the Luxembourg paying agent within the meaning of these laws and, provided it is not itself considered as such, not by the Issuer.
2. Taxes on Income and Capital Gains
A holder of a Certificate who derives income from such Certificate or who realizes a gain on the holding, disposal or redemption thereof will not be subject to Luxembourg taxation on such income or capital gains (subject to the Luxembourg laws of 21 June 2005 and 23 December 2005, as amended) unless, with certain exceptions:
(i) such holder is, or is deemed to be, resident in Luxembourg for Luxembourg tax purposes (or for the pur- poses of the relevant provisions); or
(ii) such income or gain is attributable to an enterprise or part thereof which is carried on through a perma- nent establishment, a permanent representative or a fixed base of business in Luxembourg.
3. Net Wealth Tax
Luxembourg net wealth tax will not be levied on a corporate holder of a Certificate unless:
(i) such corporate holder is, or is deemed to be, resident in Luxembourg for the purpose of the relevant provisions to the exception of the following Luxembourg entities that are net wealth tax exempt, being (i) undertakings for collective investment (UCITS) within the meaning of the law of 17 December 2010, as amended, (ii) investment company in risk capital (SICAR) within the meaning of the law dated 15 June 2004 as amended, (iii) securitization entities within the meaning of the law dated 22 March 2004, as amended, (iv) special investment funds within the meaning of the law of 13 February 2007, as amended, and (v) private wealth management companies within the meaning of the law of 11 May 2007, as amended; or
(ii) such Certificate, held by a corporate holder, is attributable to an enterprise or part thereof which is car- ried on through a permanent establishment, a permanent representative or a fixed base of business in Luxembourg.
As regards individuals, the Luxembourg law of 23 December 2005 has abrogated the net wealth tax starting with the year 2006.
4. Inheritance and Gift Tax
Where the Certificates are transferred for no consideration:
(i) No Luxembourg inheritance tax is levied on the transfer of the Certificates upon death of a holder of a Certificate in cases where the deceased holder was not a resident of Luxembourg for inheritance tax purposes;
(ii) Luxembourg gift tax will be levied in the event that the gift is made pursuant to a notarial deed signed before a Luxembourg notary or is registered in Luxembourg.
5. Other Taxes and Duties
Under current Luxembourg tax law and current administrative practice, it is not compulsory that the Certificates be filed, recorded or enrolled with any court or other authority in Luxembourg or that registration tax, transfer tax, capital tax, stamp duty or any other similar tax or duty (other than court fees and contributions for the registration with the Chamber of Commerce) be paid in respect of or in connection with the execution, delivery and/or en- forcement by legal proceedings (including any foreign judgment in the courts of Luxembourg) of the Certificates in accordance therewith or the performance of the Issuer’s obligations under the Certificates, except that in case of court proceedings in a Luxembourg court (including but not limited to a Luxembourg insolvency proceeding), registration of the Certificates may be ordered by the court, in which case the Certificates or of the financial documents will be respectively subject to a fixed duty of EUR 12 or an ad valorem duty. Registration would in principle further be ordered, and the same registration duties could be due, when the Certificates are produced, either directly or by way of reference, before an official authority (“autorité constituée”) in Luxembourg.
6. Residence
A holder of a Certificate will not become resident, or deemed to be resident, in Luxembourg by reason only of the holding of such Certificate or the execution, performance, delivery and/or enforcement of that or any other Certificate.
7. EU Savings Directive
On 3 June 2003, the EU Council of Economic and Finance Ministers adopted the EU Savings Directive (Council Directive 2003/48/EC). The EU Savings Directive is, in principle, applied by EU Member States as from 1 July 2005 and has been implemented in Luxembourg by the laws of 21 June 2005. Under the EU Savings Directive, each EU Member State is required to provide to the tax authorities of another EU Member State details of pay-
ments of interest or other similar income, within the meaning of the EU Savings Directive, made or ascribed by a paying agent within the meaning of the EU Savings Directive to an individual resident or certain types of entities called “residual entities”, within the meaning of article 4.2 of the EU Savings Directive (the "Residual Entity" or "Residual Entities"), established in that other Member State (or certain dependent or associated territories, i.e. Jersey, Guernsey, Isle of Man, Montserrat, British Virgin Islands, the former Netherlands Antilles and Aruba). For a transitional period, however, Austria and Luxembourg are permitted to apply an optional information reporting system whereby if a beneficial owner, within the meaning of the EU Savings Directive, does not comply with one of two procedures for information reporting, the relevant EU Member State will xxxx a withholding tax on pay- ments of interest or similar income made or ascribed by a paying agent, within the meaning of the EU Savings Tax Directive, to such beneficial owner. The withholding tax system applies for a transitional period during which the rate of the withholding is 35% as from 1 July 2011. The transitional period is to terminate at the end of first full fiscal year following agreement by certain non-EU countries to the exchange of information relating to such payments. See “European Union Directive on the Taxation of Savings Income in the Form of Interest Payments" (Council Directive 2003/48/EC). The Luxembourg government however officially announced on 10 April 2013 its intention to give up the withholding tax system as from 1st January 2015 and apply the automatic exchange of information system under the EU Savings Directive.
Also with effect from 1 July 2005, a number of non-EU countries (Switzerland, Andorra, Liechtenstein, Monaco and San Marino) and certain dependent or associated territories (Jersey, Guernsey, Isle of Man, Montserrat, British Virgin Islands, the former Netherlands Antilles, the Cayman Islands, the Turk and Caicos Islands, Anguilla and Aruba) have agreed to adopt similar measures (either provision of information or transitional withholding) in relation to payments made by a paying agent (within the meaning of the EU Savings Directive) within its jurisdic- tion to, or collected by such a paying agent for, an individual resident or a Residual Entity established in a Mem- ber State. In addition, Luxembourg has entered into reciprocal provision of information or transitional withholding arrangements with certain of those dependent or associated territories in relation to payments made by a paying agent (within the meaning of the EU Savings Directive) in a Member State to, or collected by such a paying agent for, an individual resident or a Residual Entity established in one of those territories.
The European Commission has announced on 13 November 2008 proposals to amend the EU Savings Direc- tive. If implemented, the proposed amendments would, inter alia, (i) extend the scope of the EU Savings Direc- tive to payments made through certain intermediate structures (whether or not established in an EU Member State) for the ultimate benefit of EU resident individuals, and (ii) provide for a wider definition of interest subject to the EU Savings Directive. The European Parliament approved an amended version of this proposal on 24 April 2009. In addition, on 14 May 2013 the EU Council gave a mandate to the European Commission to ne- gotiate amendments to the EU's agreements with Switzerland, Liechtenstein, Monaco, Andorra and San Marino on the taxation of savings income. The aim is to ensure that the five countries continue to apply measures that are equivalent to the EU Savings Directive, which is being updated. The European Commission will negotiate on the basis of a draft directive amending the EU Savings Directive. Investors who are in any doubt as to their posi- tion should consult their professional advisers.
II. Italian Taxation
1. Certificates
Pursuant to Article 67 of Presidential Decree No. 917 of 22 December 1986 (the "TUIR") and Legislative Decree No. 461 of 21 November 1997 (the "Decree 461"), as subsequently amended, where the Italian resident investor (the "Investor") is (i) an individual not engaged in an entrepreneurial activity to which the Certificates are con- nected, (ii) a non commercial partnership pursuant to Article 5 of TUIR (with the exception of general partner- ship, limited partnership and similar entities), (iii) a non-commercial private or public institution, or (iv) an investor exempt from Italian corporate income taxation, capital gains accrued under the sale or the exercise of the Certifi- xxxxx are subject to a 20 per cent substitute tax (imposta sostitutiva). The recipient may opt for three different taxation criteria.
Under the tax declaration regime (regime della dichiarazione), which is the default regime for taxation of capital gains realised by Italian resident individuals not engaged in an entrepreneurial activity to which the relevant Cer- tificates are connected, the imposta sostitutiva on capital gains will be chargeable, on a cumulative basis, on all capital gains, net of any offsettable capital loss, realised by the Italian resident individual holding the Certificates not in connection with an entrepreneurial activity pursuant to all sales or redemptions of the Certificates carried out during any given tax year. Italian resident individuals holding the Certificates not in connection with an entre- preneurial activity must indicate the overall capital gains realised in any tax year, net of any relevant incurred capital loss, in the annual tax return and pay imposta sostitutiva on such gains together with any balance income tax due for such year. Capital losses in excess of capital gains may be carried forward against capital gains real- ised in any of the four succeeding tax years.
As an alternative to the tax declaration regime, Italian resident individuals holding the Certificates not in connec- tion with an entrepreneurial activity may elect to pay the imposta sostitutiva separately on capital gains realised on each sale or redemption of the Certificates (the "risparmio amministrato" regime provided for by Article 6 of the Decree 461). Such separate taxation of capital gains is allowed subject to (i) Certificates being deposited with Italian banks, SIMs or certain authorised financial intermediaries; and (ii) an express election for the rispar- mio amministrato regime being timely made in writing by the relevant Investor. The depository is responsible for accounting for imposta sostitutiva in respect of capital gains realised on each sale or redemption of the Certifi- xxxxx (as well as in respect of capital gains realised upon the revocation of its mandate), net of any incurred capital loss, and is required to pay the relevant amount to the Italian tax authorities on behalf of the taxpayer, deducting a corresponding amount from the proceeds to be credited to the Investor or using funds provided by the Investor for this purpose. Under the risparmio amministrato regime, where a sale or redemption of the Cer- tificates results in a capital loss, such loss may be deducted from capital gains subsequently realised, within the same Certificates management, in the same tax year or in the following tax years up to the fourth. Under the ris- parmio amministrato regime, the Investor is not required to declare the capital gains in the annual tax return.
Any capital gains realised or accrued by Italian resident individuals holding the Certificates not in connection with an entrepreneurial activity who have entrusted the management of their financial assets, including the Certifi- xxxxx, to an authorised intermediary and have opted for the so-called "risparmio gestito" regime (regime pro- vided by Article 7 of Decree 461) will be included in the computation of the annual increase in value of the man- aged assets accrued, even if not realised, at year end, subject to a 20 per cent. substitute tax, to be paid by the managing authorised intermediary. Under this risparmio gestito regime, any depreciation of the managed assets accrued at year end may be carried forward against increase in value of the managed assets accrued in any of the four succeeding tax years. Under the risparmio gestito regime, the Investor is not required to declare the capital gains realised in the annual tax return.
Where an Italian resident Investor is a company or similar commercial entity, or the Italian permanent establish- ment of a foreign commercial entity to which the Certificates are effectively connected, capital gains arising from the Certificates will not be subject to imposta sostitutiva, but must be included in the relevant Investor's income tax return and are therefore subject to Italian corporate tax and, in certain circumstances, depending on the "status" of the Investors also as a part of the net value of production for the purposes of the regional tax on pro- ductive activities (“IRAP”).
Where an Italian resident Investor which is an open-ended or closed-ended investment fund (subject to the tax regime provide by Law No. 77 of 23 March 1983) or a SICAV and either (i) the fund or SICAV or (ii) their man- ager is subject to the supervision of a regulatory authority (the "Fund") and the relevant Certificates are depos- ited with an authorised intermediary, realises a capital gain, such gain will be included in the result of the rele- vant portfolio accrued at the end of the tax period. The Fund will not be subject to taxation on such results but a substitute tax of 20 per cent. will apply, in certain circumstances, to distributions made in favour of unitholders or shareholders (the "Collective Investment Fund Substitute Tax").
Capital gains realised by Italian resident Investor which is an Italian pension fund (subject to the regime provided by Article 17 of the Legislative Decree No. 252 of 5 December 2005) will be included in the result of the relevant portfolio accrued at the end of the tax period, to be subject to the 11 per cent. ad hoc substitute tax.
Under the current regime provided by Law Decree No. 351 of 25 September 2001 converted into law with amendments by Law No. 410 of 23 November 2001 (“Decree 351”), as clarified by the Italian Revenue Agency (Agenzia delle Entrate) through Circular No. 47/E of 8 August 2003 and Circular No. 11/E of 28 March 2012, payments of interest, premiums or other proceeds in respect of the Certificates made to Italian resident real es- tate investment funds established pursuant to Article 37 of Legislative Decree No. 58 of 24 February 1998, as amended and supplemented, and Article 14-bis of Law No. 86 of 25 January 1994 are subject neither to imposta sostitutiva nor to any other income tax in the hands of a real estate investment fund.
Capital gains realised by non-Italian resident Investors are not subject to Italian taxation, provided that the Cer- tificates are held outside Italy or the capital gains derive from transactions executed in regulated markets.
2. Atypical Securities
In accordance with a different interpretation of current tax law it is possible that the Certificates would be consid- ered as 'atypical' securities pursuant to Article 8 of Law Decree No. 512 of 30 September 1983 as implemented by Law No. 649 of 25 November 1983. In this event, payments relating to Certificates may be subject to an Ital- xxx withholding tax, levied at the rate of 20 per cent.
The 20 per cent. withholding tax mentioned above does not apply to payments made to a non-Italian resident Investor and to an Italian resident Investor which is (i) a company or similar commercial entity (including the Ital- xxx permanent establishment of foreign entities), (ii) a commercial partnership, or (iii) a commercial private or public institution.
This withholding is levied by any entities, resident in Italy, which intervene, in any way, in the collection of the proceeds or in the transfer of the Certificates.
3. Notes qualifying as bonds or similar securities
The following regime may apply to interest or premium deriving from Certificates that (i) qualify to be bonds (ob- bligazioni) or debentures similar to bonds (titoli similari alle obbligazioni) and (ii) generate income from the in- vestment of capital (reddito di capitale) pursuant to the Article 44 of TUIR (Certificates qualifying under (i) and (ii) above are referred to as "Notes").
For this purpose, debentures similar to bonds are defined as bonds that incorporate an unconditional obligation to pay, at redemption, an amount not less than their nominal value (whether or not providing for periodical pay- ments) and that do not give any right to directly or indirectly participate in the management of the relevant issuer or of the business in relation to which they are issued nor any type of control on the management.
Where an Italian resident Investor is (i) an individual not engaged in an entrepreneurial activity to which the Notes are connected (with certain exceptions), (ii) a non-commercial partnership, pursuant to Article 5 of TUIR (with the exception of general partnership, limited partnership and similar entities), (iii) a non-commercial private or public institution, or (iv) an investor exempt from Italian corporate income taxation, interest or premium ac- crued during the relevant holding period, are subject to a substitute tax levied at the rate of 20 per cent. In the event that the Investors described under (i) and (iii) above are engaged in an entrepreneurial activity to which the Notes are connected, the substitute tax applies as a provisional tax.
Where an Italian resident Investor is a company or similar commercial entity or a permanent establishment in Italy of a foreign company to which the Notes are effectively connected and the Notes are deposited with an authorised intermediary, proceeds from the Notes will not be subject to the substitute tax, but must be included in the relevant Investor's income tax return and are therefore subject to general Italian corporate taxation (and, in certain circumstances, depending on the "status" of the Investor, also to IRAP).
No Italian taxation is applied on payments to a non-Italian resident Investor on proceeds relating to the Notes provided that, if the Notes are held in Italy, the non-Italian resident Investor declares itself to be a non-Italian resident according to Italian tax regulations.
Capital gains deriving from the Notes are in principle subject to the tax regime described under (1) above.
4. Payments made by a non-Italian resident Guarantor
With respect to payments on the Certificates made to Italian resident Investors by a non-Italian resident Guaran- tor, in accordance with one interpretation of Italian tax law, any such payment made by the non-Italian resident Guarantor could be treated, in certain circumstances, as a payment made by the relevant Issuer and would thus be subject to the tax regime of payments made by the Issuer described in the previous paragraphs of this sec- tion.
5. Inheritance and gift taxes
Pursuant to Law Decree No. 262 of 3 October 2006, converted into Law No. 286 of 24 November, 2006, the transfers of any valuable asset (including shares, bonds or other securities) as a result of death or donation are taxed as follows:
(i) transfers in favour of spouses and direct descendants or direct ancestors are subject to an inheritance and gift tax applied at a rate of 4 per cent. on the value of the inheritance or the gift exceeding, for each beneficiary, €1,000,000;
(ii) transfers in favour of relatives to the fourth degree and relatives-in-law to the third degree, are subject to an inheritance and gift tax applied at a rate of 6 per cent. on the entire value of the inheritance or the gift. Transfers in favour of brothers/sisters are subject to the 6 per cent. inheritance and gift tax on the value of the inheritance or the gift exceeding, for each beneficiary, €100,000; and
(iii) any other transfer is, in principle, subject to an inheritance and gift tax applied at a rate of 8 per cent. on the entire value of the inheritance or the gift.
If the transfer is made in favour of persons with severe disabilities, the tax is levied at the rate mentioned above in (i), (ii) and (iii) on the value exceeding, for each beneficiary, €1,500,000.
6. Transfer Tax
Following the repeal of the Italian transfer tax contracts relating to the transfer of securities are subject to the registration tax as follows: (i) public deeds and notarized deeds are subject to fixed registration tax at rate of
€200; and (ii) private deeds are subject to registration tax only in case of use or voluntary registration.
7. Stamp duty
Pursuant to Article 19(1) of Decree No. 201 of 6 December 2011 (the "Decree 201"), a proportional stamp duty applies on an annual basis to any periodic reporting communications which may be sent by a financial interm e- diary to an Investor in respect of any Certificate which may be deposited with such financial intermediary. As of 1 January 2014, the stamp duty applies at a rate of 0.2 per cent and, for taxpayers different from individuals, cannot exceed €14,000. This stamp duty is determined on the basis of the market value or – if no market value figure is available – the nominal value or redemption amount of the Certificates held.
Based on the wording of the law and the implementing decree issued by the Italian Ministry of Economy on 24 May 2012, the stamp duty applies to any investor who is a client (as defined in the regulations issued by the
Bank of Italy on 9 February 2011) of an entity that exercises in any form a banking, financial or insurance activity within the Italian territory.
8. Wealth Tax on securities deposited abroad
Pursuant to Article 19(18) of Decree 201, Italian resident individuals holding the Certificates outside the Italian territory are required to pay an additional tax at a rate of 0.2 per cent.
This tax is calculated on the market value of the Certificates at the end of the relevant year or – if no market value figure is available – the nominal value or the redemption value of such financial assets held outside the Italian territory. Taxpayers are entitled to an Italian tax credit equivalent to the amount of wealth taxes paid in the State where the financial assets are held (up to an amount equal to the Italian wealth tax due).
9. Italian Financial Transaction Tax
As of 1 March 2013 Italian shares and other participating instruments, as well as depository receipts represent- ing those shares and participating instruments irrespective of the relevant issuer (cumulatively referred to as "In- Scope Shares"), received by an Investor upon physical settlement of the Certificates may be subject to a 0.22% (reduced to 0.2% since 2014 onwards) Finance Transaction Tax (the "FTT") calculated on the higher of the ex- ercise value of the Certificates and the normal value of the In-Scope Shares (which for listed securities is gener- ally equal to the 30 day prior average market price).
As of 1 Septembe 2013 investors in derivative transactions or transferable securities including certificates, and, as of 1 January 2014, certain equity-linked notes, mainly having as underlying or mainly linked to In-Scope Shares are subject to FTT at a rate varying from €0.01875 up to €200 per counterparty, depending on the no- tional value of the relevant derivative transaction or transferable securities calculated pursuant to Article 9 the Ministerial Decree of 21 February 2013, as amended. FTT applies upon subscription, negotiation or modification of the derivative transactions or transferable securities. The tax rate may be reduced to a fifth if the transaction is executed on certain qualifying regulated markets or multilateral trading facilities.
10. EU Savings Directive
Under EC Council Directive 2003/48/EC on the taxation of savings income, Member States are required to pro- vide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State or to certain limited types of enti- ties established in that other Member State. However, for a transitional period, Luxembourg and Austria are in- stead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-EU countries and territories including Switzerland have adopted similar measures (a withholding system in the case of Xxxxxxx- land).
In April 2013, the Luxembourg Government announced its intention to abolish the withholding system with effect from 1 January 2015, in favour of automatic information exchange under the Directive.
The European Commission has proposed certain amendments to the Directive, which may, if implemented, amend or broaden the scope of the requirements described above.
11. Implementation in Italy of the EU Savings Directive
Italy has implemented the EU Savings Directive through Legislative Decree Xx. 00 xx 00 Xxxxx, 0000 (xxx "Xx- xxxx Xx. 00"). Under Decree No. 84, subject to a number of important conditions being met, in the case of inter- est paid starting from 1 July 2005 to individuals which qualify as beneficial owners of the interest payment and are resident for tax purposes in another Member State, Italian paying agents (i.e. banks, società di intermediazi- one mobiliare (SIM), fiduciary companies, società di gestione del risparmio (SGR) resident for tax purposes in Italy, Italian permanent establishments of non-Italian resident persons and any other Italian entity paying interest for professional or business reasons) shall report to the Italian tax authorities details of the relevant payments and personal information on the individual beneficial owner and shall not apply the withholding tax. Such infor-
xxxxxx is transmitted by the Italian tax authorities to the competent foreign tax authorities of the State of resi- dence of the beneficial owner.
The following is a general discussion of certain tax consequences under the tax laws of the Federal Republic of Germany of the acquisition, ownership and disposal of the Certificates. This discussion does not purport to be a comprehensive description of all tax considerations which may be relevant to a decision to purchase the Certifi- xxxxx. As the features of the Certificates will depend on the relevant Final Terms, which had not been finalised at the date of the preparation of this tax section, deviations or particularities in taxation can occur in particular on the basis of special terms of the Certificates. Furthermore, this discussion does not consider any specific facts or circumstances that may apply to a particular purchaser. This summary is based on the laws of the Federal Re- public of Germany currently in force and as applied on the date of this Prospectus, which are subject to change, possibly with retroactive or retrospective effect. Further, a deviating treatment of the issues described by the tax authorities or tax courts cannot be precluded.
PROSPECTIVE PURCHASERS OF THE CERTIFICATES ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE CERTIFICATES, INCLUDING THE EFFECT OF ANY STATE OR LOCAL TAXES UNDER THE TAX LAWS APPLICABLE IN THE FEDERAL REPUBLIC OF GERMANY AND EACH COUNTRY OF WHICH THEY ARE RESIDENTS.
1. Tax Residents
Persons (individuals and corporate entities) who are tax resident in Germany (in particular, persons having a residence, habitual abode, seat or place of management in Germany) are subject to income taxation (income tax or corporate income tax, as the case may be, plus solidarity surcharge thereon plus church tax and/or trade tax, if applicable) on their worldwide income, regardless of its source, including interest from debt of any kind (such as the Certificates) and, in general, capital gains.
1.1 Taxation if the Certificates are held as private assets (Privatvermögen)
In the case of German tax-resident individual investors (unbeschränkt Steuerpflichtige) holding the Certificates as private assets (Privatvermögen), the following applies:
a) Income
The Certificates should qualify as other capital receivables (sonstige Kapitalforderungen) in terms of section 20 para 1 no 7 German Income Tax Act ("ITA" – Einkommensteuergesetz).
Accordingly, payments of interest on the Certificates should qualify as taxable savings income (Einkünfte aus Kapitalvermögen) pursuant to section 20 para 1 no 7 ITA.
Capital gains / capital losses realised upon sale of the Certificates, computed as the difference between the ac- quisition costs and the sales proceeds reduced by expenses directly and factually related to the sale, should qualify as positive or negative savings income in terms of section 20 para 2 sentence 1 no 7 ITA. Where the Cer- tificates are acquired and/or sold in a currency other than Euro, the acquisition costs will be converted into Euro at the time of acquisition, the sales proceeds will be converted into Euro at the time of sale and the difference will then be computed in Euro. If the Certificates are assigned, redeemed, repaid or contributed into a corpora- tion by way of a hidden contribution (verdeckte Einlage in eine Kapitalgesellschaft) rather than sold, as a rule, such transaction is treated like a sale. Losses from the sale of Certificates can only be offset against other sav- ings income and, if there is not sufficient other positive savings income, carried forward in subsequent assess- ment periods.
Pursuant to a tax decree issued by the Federal Ministry of Finance dated 22 December 2009, as amended on 16 November 2010 and 9 October 2012, a sale shall be disregarded where the transaction costs exceed the sales proceeds, which means that losses suffered from such "sale" shall not be tax-deductible. Similarly, a bad debt
loss (Forderungsausfall), i.e. should the Issuer become insolvent, and a waiver of a receivable (Forderungs- verzicht), to the extent the waiver does not qualify as a hidden contribution, shall not be treated like a sale. Ac- xxxxxxxxx, losses suffered upon such bad debt loss or waiver shall not be tax-deductible. However, the Issuer takes the view that losses suffered for other reasons (e.g. because the Certificates are linked to a reference value and such reference value decreases in value) should be tax-deductible, subject to the ring-fencing rules described above and subject to the following paragraph. Investors should note that such view of the Issuer must not be understood as a guarantee that the tax authorities and/or courts will follow such view.
Further, pursuant to said tax decree, where full risk certificates (Vollrisikozertifikate) provide for instalment pay- ments, such instalment payments shall always qualify as taxable savings income (Einkünfte aus Kapitalver- mögen) in the sense of section 20 para 1 no 7 ITA, unless the terms and conditions of the certificates provide explicit information regarding redemption or partial redemption during the term of the certificates and the contrac- tual parties comply with these terms and conditions. It is further stated in the tax decree that, if, in the case of certificates with instalment payments, there is no final payment at maturity, the expiry of such certificates shall not qualify as a sale-like transaction, which means that any remaining acquisition costs could not be deducted for tax purposes. Similarly, any remaining acquisition costs of certificates with instalment payments shall not be tax-deductible if the certificates do not provide for a final payment or are terminated early without a redemption payment because the respective underlying has left the defined corridor or has broken certain barriers (e.g. in knock-out structures). Although this tax decree only refers to full risk certificates with instalment payments, it cannot be excluded that the tax authorities apply the above principles also to other kinds of full risk instruments.
If the Certificates provide for a physical delivery of bonds, shares, interests in funds, shares in exchange-traded- funds ("ETF-shares") or other interests, the Certificates may qualify as convertible, exchangeable or similar in- struments, subject to the relevant Final Terms (e. g. whether the Issuer or the investor has the right to opt for a physical delivery). In such a case, the sales proceeds from the Certificates and the acquisition costs of the re- ceived securities may be deemed to be equal to the initial acquisition costs of the Certificates (section 20 para 4a sentence 3 ITA) so that no taxable capital gains would be achieved due to the conversion. However, capital gains realised upon an on-sale of the received securities generally qualify as taxable income.
If the Issuer exercises the right to substitute the debtor of the Certificates, the substitution might, for German tax purposes, be treated as an exchange of the Certificates for new notes issued by the new debtor. Such a substi- tution could result in the recognition of a taxable gain or loss for the respective investors.
b) German withholding tax (Kapitalertragsteuer)
With regard to savings earnings (Kapitalerträge), e.g. interest or capital gains, German withholding tax (Kapi- talertragsteuer) will be levied if the Certificates are held in a custodial account which the investor maintains with a German branch of a German or non-German credit or financial services institution or with a German securities trading business or a German securities trading bank (a "German Disbursing Agent") and such German Dis- bursing Agent credits or pays out the earnings. If the Certificates are not held in a custodial account, German withholding tax will nevertheless be levied if the Certificates are issued as definitive securities and the savings earnings are paid by a German Disbursing Agent against presentation of the Certificates or interest coupons (so- called over-the-counter transaction – Tafelgeschäft).
The tax base is, in principle, equal to the taxable gross income as set out above (i.e. prior to withholding). How- ever, in the case of capital gains, if the custodial account has changed since the time of acquisition of the Certif i- xxxxx (e.g. if the Certificates are transferred from a non-EU custodial account) and the acquisition costs of the Certificates are not proven to the German Disbursing Agent in the form required by law or in the case of over- the-counter transactions, withholding tax is applied to 30% of the proceeds from the redemption or sale of the Certificates. When computing the tax base for withholding tax purposes, the German Disbursing Agent has to deduct any negative savings income (negative Kapitalerträge) or paid accrued interest (Stückzinsen) in the same calendar year or unused negative savings income of previous calendar years.
German withholding tax will be levied at a flat withholding tax rate of 26.375% (including solidarity surcharge) plus, if applicable, church tax.
Individuals who are subject to church tax may apply in writing for this tax to be withheld as a surcharge to the withholding tax. Individuals subject to church tax but declining the application have to include their savings in- come in their tax return and will then be assessed to church tax. For German credit institutions an electronic in- formation system as regards church withholding tax shall apply in respect of interest received after 31 December 2014, with the effect that church tax will be collected by the German Disbursing Agent by way of withholding unless the investor has filed a blocking notice (Sperrvermerk) with the German Federal Central Tax Office (Bundeszentralamt für Steuern).
No German withholding tax will be levied if the investor has filed a withholding tax exemption certificate (Freistellungsauftrag) with the German Disbursing Agent, but only to the extent the savings income does not ex- ceed the exemption amount shown on the withholding tax exemption certificate. Currently, the maximum exemp- tion amount is EUR 801 (EUR 1,602 in the case of jointly assessed husband and wife). Similarly, no withholding tax will be levied if the relevant investor has submitted a certificate of non-assessment (Nichtveranlagungs- Bescheinigung) issued by the relevant local tax office to the German Disbursing Agent.
The Issuer is, as a rule, not obliged to xxxx German withholding tax in respect of payments on the Certificates.
c) Tax assessment
The taxation of savings income shall take place mainly by way of levying withholding tax (please see above). If and to the extent German withholding tax has been levied, such withholding tax shall, in principle, become de- finitive and replace the investor's income taxation. If no withholding tax has been levied other than by virtue of a withholding tax exemption certificate (Freistellungsauftrag) and in certain other cases, the investor is neverthe- less obliged to file a tax return, and the savings income will then be taxed within the assessment procedure. If the investor is subject to church tax and has not applied in writing for this tax to be withheld as a surcharge to the withholding tax or, after 31 December 2014, has filed a blocking notice (Sperrvermerk) with the German Federal Central Tax Office (Bundeszentralamt für Steuern), the investor is also obliged to include the savings income in the tax return for church tax purposes.
However, also in the assessment procedure, savings income is principally taxed at a separate tax rate for sav- ings income (gesonderter Steuertarif für Einkünfte aus Kapitalvermögen) being identical to the withholding tax rate (26.375% - including solidarity surcharge (Solidaritätszuschlag) plus, if applicable, church tax). In certain cases, the investor may apply to be assessed on the basis of its personal tax rate if such rate is lower than the above tax rate. Such application can only be filed consistently for all savings income within the assessment peri- od. In case of jointly assessed husband and wife the application can only be filed for savings income of both spouses.
When computing the savings income, the saver's lump sum amount (Sparer-Pauschbetrag) of EUR 801 (EUR 1,602 in the case of jointly assessed husband and wife) will be deducted. The deduction of the actual income related expenses, if any, is excluded.
1.2 Taxation if the Certificates are held as business assets (Betriebsvermögen)
In the case of German tax-resident corporations or individual investors (unbeschränkt Steuerpflichtige) holding the Certificates as business assets (Betriebsvermögen), interest payments and capital gains will be subject to corporate income tax at a rate of 15% or income tax at a rate of up to 45%, as the case may be, (in each case plus 5.5% solidarity surcharge thereon). In addition, trade tax may be levied, the rate of which depends on the municipality where the business is located. Further, in the case of individuals, church tax may be levied. Busi- ness expenses that are connected with the Certificates are deductable. Capital losses may be ring-fenced.
If instead of a cash-settlement at maturity of the Certificates, a physical delivery of bonds, shares, interests in funds or ETF-shares takes place, such delivery would be regarded as a taxable sale of the Certificates and the corresponding capital gain will be taxable.
The provisions regarding German withholding tax (Kapitalertragsteuer) apply, in principle, as set out above for private investors. However, investors holding the Certificates as business assets cannot file a withholding tax exemption certificate with the German Disbursing Agent. Instead, no withholding tax will be levied on capital
gains from the redemption, sale or assignment of the Certificates if, for example, (a) the Certificates are held by a corporation or (b) the proceeds from the Certificates qualify as income of a domestic business and the investor notifies this to the German Disbursing Agent by use of the officially required form.
Any withholding tax levied is credited as prepayment against the German (corporate) income tax amount. If the tax withheld exceeds the respective (corporate) income tax amount, the difference will be refunded within the tax assessment procedure.
2. Non-residents
Persons who are not tax resident in Germany are not subject to tax with regard to income from the Certificates unless (i) the Certificates are held as business assets (Betriebsvermögen) of a German permanent establish- ment (including a permanent representative) which is maintained by the investor or (ii) the income from the Cer- tificates qualifies for other reasons as taxable German source income. If a non-resident person is subject to tax with its income from the Certificates, in principle, similar rules apply as set out above with regard to German tax resident persons (please see 1 above).
If the income is subject to German tax as set out in the preceding paragraph, German withholding tax will be ap- plied like in the case of a German tax resident person.
3. Inheritance and Gift Tax
Inheritance or gift taxes with respect to any Certificate will, in principle, arise under German law if, in the case of inheritance tax, either the decedent or the beneficiary or, in the case of gift tax, either the donor or the donee is a resident of Germany or if such Certificate is attributable to a German trade or business for which a permanent establishment is maintained or a permanent representative has been appointed.
The few existing double taxation treaties regarding inheritance and gift tax may lead to different results. Special rules apply to certain German citizens that are living in a foreign country and German expatriates.
4. Other Taxes
No stamp, issue, registration or similar taxes or duties are payable in Germany in connection with the issuance, delivery or execution of the Certificates. Currently, net assets tax (Vermögensteuer) is not levied in Germany. It is intended to introduce a financial transaction tax. However, it is unclear if and in what form such tax will be ac- tually introduced.
5. EU Savings Directive
Under EC Council Directive 2003/48/EC on the taxation of savings income (the "EU Savings Directive"), each Member State is required to provide to the tax authorities of another Member State details of payments of inter- est or other similar income paid by a person within its jurisdiction to, or collected by such a person for, an indi- vidual resident or certain limited types of entity established in that other Member State; however, for a transi- tional period, Austria and Luxembourg apply instead a withholding system in relation to such payments, deduct- ing tax at a rate of meanwhile 35% (unless during that transitional period they elect to provide information in ac- cordance with the EU Savings Directive). The transitional period is to terminate at the end of the first full fiscal year following agreement by certain non-EU countries to the exchange of information relating to such payments. Luxembourg announced to abandon the transitional withholding system and provide information in accordance with the EU Savings Directive as from 1 January 2015 onwards.
A number of non-EU countries, and certain dependent or associated territories of certain Member States, have adopted similar measures (either provision of information or transitional withholding) in relation to payments made by a person within its jurisdiction to, or collected by such a person for, an individual resident or certain lim- ited types of entity established in a Member State. In addition, the Member States have entered into provision of information or transitional withholding arrangements with certain of those dependent or associated territories in relation to payments made by a person in a Member State to, or collected by such a person for, an individual resident or certain limited types of entity established in one of those territories.
The European Commission has proposed certain amendments to the EU Savings Directive, which may, if im- plemented, amend or broaden the scope of the requirements described above. Investors who are in any doubt as to their position should consult their professional advisers.
F. FORM OF FINAL TERMS
Final Terms
dated [●]
[Logo, if document is printed]
Natixis Structured Issuance SA
(a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Xxxxx- xxxxx, having its registered office at 00, xxxxxx X.X. Xxxxxxx, X-0000 Xxxxxxxxxx and registered with the Lux- embourg trade and companies register under number B.182.619)
EUR 1,000,000,000.00 German Certificate Programme
SERIES NO: [●] TRANCHE NO: [●]
Issue of [name and amount of Certificates] [Unconditionally and irrevocably guaranteed by Natixis]
under the EUR 1,000,000,000.00 German Certificate Programme issued by Natixis Structured Issuance SA
PART I – CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the terms of the Certificates (the “Certificate Terms”) set forth in the Base Prospectus dated 15 April 2014 [and the supplement to the Base Pro- spectus dated [●]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC), as amended (the “Prospectus Directive”). This document constitutes the Final Terms of the Certificates described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus [as so supplemented]. Full information on the Issuer and the offer of the Certificates is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus [and the supplement[s] to the Base Prospectus] and the Final Terms are available [free of charge [at BNP Paribas Securities Services, Frankfurt Branch, Xxxxxx-Xxxxx 00, 00000 Xxxxxxxxx xx Xxxx, Xxx- many as German Paying Agent] [at BNP Paribas Securities Services, Luxembourg Branch, 00, xxx xx Xxxxxxxxx, X-0000 Xxxxxxxxxx, Xxxxx Xxxxx xx Xxxxxxxxxx, as Luxembourg Listing Agent]] [and] on the web- site of the Luxembourg Stock Exchange (xxx.xxxxxx.xx) [and on Borsa Italiana S.p.A.'s website (xxx.xxxxxxxxxxxxx.xx)].
This Part I of the Final Terms is to be read in conjunction with the Certificate Terms set forth in the Base Pro- spectus. Capitalised terms not otherwise defined herein shall have the meanings specified in the Certificate Terms.
All references in this part of the Final Terms to numbered articles and subparagraphs are to articles and sub- paragraphs of the Certificate Terms.
All provisions in the Certificate Terms corresponding to items in the Final Terms which are either not selected or completed or which are deleted shall be deemed to be deleted from the Certificate Terms.
1 (i) Series Number: [●]
(ii) Tranche Number: [●]
(iii) Date on which the Certificates will be consolidated and form a single Series:
The Certificates will be consolidated and form a single Series with [identify earlier Tranches] on [the Issue Date/exchange of the Temporary Global Note for interests in the Permanent Global Note, as referred to in paragraph [] below, which is expected to occur on or about [date]][Not Applicable]
2 Specified Currency or Currencies: [●]
3 Nominal Amount [●] per each Certificate. The minimum transferable amount of the Certificates is [●] (the “Minimum Transferable Amount”).
4 Aggregate Nominal Amount: [up to] [●]
(i) Series: [●]
(ii) Tranche: [●]
5 Issue Price: [for settlement in nominal: [●] per cent. of the Aggregate Nominal Amount [plus accrued interest from [insert date] (if applicable)] [for settlement unit by unit: [●] being the equiva-
lent of [●] per cent. of the Aggregate Nominal Amount]
6 (i) Denomination(s): [●]
[The minimum Denomination in the case of any listed Certifi- xxxxx shall be €1,000 (or its equivalent in other currencies)]
[Note - where multiple denominations above €100,000 (or equivalent) are being used the following sample wording should be followed:
[€100,000] and integral multiples of [€1,000] in excess thereof [up to and including [€199,000].].]
(ii) Calculation Amount: [●]
[If only one Denomination, insert the Denomination.
If more than one Denomination, insert the highest common factor by which multiple denominations may be divided (e.g.
€1,000 in the case of denominations of €1,000 and €10,000)] (Note: There must be a common factor in the case of two or more Denominations)
7 (i) Issue Date: [●]
(ii) Interest Commencement Date: [●] [Not Applicable]
8 Maturity Date: [●]
9 Interest Basis: [Zero Coupon]
[Fixed Rate] [Floating Rate]
[Index][Equity][Fund][Commodity] Linked Interest
Interest will be calculated in accordance with the following formula:
[Insert the relevant formula for calculation of interest from the Additional Certificate Terms as consolidated by the Annex to the Final Terms in relation to the Additional Terms and Con- ditions of the Certificates:
[Vanilla / American Vanilla / Whale Vanilla / Power Call / Conditional Vanilla / Bonus / Conditional Vanilla Series / Variable Strike Conditional Vanilla Series / Digital Series / Reverse / Reverse Lockin / Super Asian / AutoCallable Con- ditional Vanilla Series / Phoenix / Phoenix callable at the op- tion of the Issuer / Autocall / Step-down Autocall / Autocall Double Chance / Autocall Double Condition / Convertible Vanilla / FMA Vanilla / Individual Cap / Autocallable Individ- ual Cap / Lockin Floor Individual Cap / Cappuccino / Lockin Floor Cappuccino / Fixed Best / Everest / Podium / Best
Strategy / Inter-Basket dispersion / Jupiter / Mercury / Palla- dium / Venus / Dispersion / Altiplano / Individual Cap Ladder
/ Crystallising Vanilla / Melting Autocall / Cash and Carry with Coupon / MemoryPhoenix in Fine / Phoenix One Star / Syn- thetic Convertible / Phoenix Flexo / Sweet Phoenix]]
10 Redemption/Payment Basis: [Redemption at par]
[Index Linked Redemption] [Equity Linked Redemption] [Fund linked Redemption] [Commodity Linked Redemption] [Physical Delivery]
[Instalment]
11 Change of Interest Basis: [Not Applicable] [For the period from and including the Inter- est Commencement Date, up to (but excluding) [insert date] the provisons of paragraph [12/13] apply and for the period from (and including) [insert date], up to and including the Maturity Date, the provisions of paragraph [12/13] apply.]
12 Put/Call Options: [Redemption at the Option of Certificateholders] [Redemption at the Option of the Issuer] [(further particulars specified below)]
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13 Fixed Interest Rate Certificate Provisions [Applicable/Not Applicable]
(If not applicable, delete the remaining sub-paragraphs of this paragraph)
(i) Interest Rate[(s)] ([including/ excluding] Inter- est Rate on overdue amounts after Maturity Date or date set for early redemption):
[●] per cent. per annum [payable [annually/semi- annually/quarterly/monthly] in arrear]
(ii) Specified Interest Payment Date(s): [●] in each year [adjusted in accordance with [Following
Business Day Convention and / Modified Following Business Day Convention/ Preceding Business Day Convention/ spec- ify applicable Business Centre(s) for the definition of “Busi- ness Day”]/not adjusted]
(iii) Fixed Coupon Amount[(s)]: [●] per Calculation Amount
(iv) Broken Amount(s): [●] per Calculation Amount, payable on the Interest Payment Date falling [in/on] [●][Insert particulars of any initial or final broken interest amounts which do not correspond with the Fixed Coupon Amount[(s)]]
(v) Day Count Fraction: [Actual/365] [Actual/Actual-ISDA] [Actual/Actual-ICMA] [Ac- tual/365 (Fixed)] [Actual/360] [30/360] [360/360] [Bond Basis] [30E/360] [Eurobond Basis]
(vi) Determination Dates: [●] in each year (insert regular interest payment dates, ignor- ing issue date or maturity date in the case of a long or short first or last coupon. N.B. only relevant where Day Count Frac- tion is Actual/Actual ([ICMA]))
14 Floating Rate Certificate Provisions: [Applicable/Not Applicable]
(If not applicable, delete the remaining sub-paragraphs of this paragraph)
(i) Interest Period(s): [●]
(ii) Specified Interest Payment Date(s): [●]
(iii) Business Day Convention: [Floating Rate Business Day Convention/ Following Business
Day Convention/ Modified Following Business Day Conven- tion/ Preceding Business Day Convention]
(iv) Business Centre(s): [●]
(v) Manner in which the Interest Rate(s) is/are to be determined (including Interest Rate on overdue amounts after Maturity Date or date set for early redemption):
(vi) Party responsible for calculating the Interest Rate(s) and Interest Amount(s) (if not the Cal- culation Agent):
(vii) Screen Rate Determination (Condition 4(c)(B)):
[Screen Rate Determination/ISDA Determination]
[●]
[Applicable/Not Applicable]
Relevant Time: [●]
Interest Determination Date: [[●] [TARGET] Business Days in [specify city] for [specify currency] prior to [the first day in each Interest Accrual Pe- riod/each Interest Payment Date]]
Primary Source for Floating Rate: [Specify relevant screen page or “Reference Banks”]
Reference Banks (if Primary Source is “Reference Banks”):
[Specify five]
Relevant Financial Centre: [The financial centre most closely connected to the Bench- mark]
Benchmark: [EURIBOR, LIBOR, LIBID, LIMEAN, or other benchmark]
Representative Amount: [Specify if screen or Reference Bank quotations are to be given in respect of a transaction of a specified notional
amount]
Effective Date: [Specify if quotations are not to be obtained with effect from commencement of Interest Accrual Period]
Specified Duration: [Specify period for quotation if not duration of Interest Accrual Period]
(viii) ISDA Determination (Condition 4(c)(A)): [Applicable/Not Applicable] Floating Rate Option: [●]
Designated Maturity: [●]
Reset Date: [●]
(ix) Margin(s): [+/-][●] per cent. per annum
(x) Minimum Interest Rate: [●] per cent. per annum
(xi) Maximum Interest Rate: [●] per cent. per annum
(xii) Day Count Fraction: [Actual/365] [Actual/Actual-ISDA] [Actual/Actual-ICMA] [Ac- tual/365 (Fixed)] [Actual/360] [30/360] [360/360] [Bond Basis] [30E/360] [Eurobond Basis]
(xiii) Determination Dates: [] in each year (insert regular interest payment dates, ignor- ing issue date or maturity date in the case of a long or short first or last coupon. N.B. only relevant where Day Count Frac- tion is Actual/Actual ([ICMA]))
15 Zero Coupon Certificate Provisions: [Applicable/Not Applicable]
(If not applicable, delete the remaining sub-paragraphs of this paragraph)
(i) Amortisation Yield: [●] per cent. per annum
(ii) Day Count Fraction: [Actual/365] [Actual/Actual-ISDA] [Actual/Actual-ICMA] [Ac- tual/365 (Fixed)] [Actual/360] [30/360] [360/360] [Bond Basis] [30E/360] [Eurobond Basis]
16 [Index][Equity][Fund][Commodity] Linked Interest Certificate:
[Applicable/Not Applicable]
(If not applicable, delete the remaining sub-paragraphs of this paragraph)
(i) [Index][Equity][Fund][Commodity] [specify underlying]
(ii) Calculation Agent responsible for calculating the interest due:
[●]
(iii) Interest Period(s): [●]
(iv) Specified Interest Payment Date(s): [●]
(v) Business Day Convention: [Floating Rate Business Day Convention/ Following Business
Day Convention/Modified Following Business Day Conven- tion/Preceding Business Day Convention]
(vi) Business Centre(s): [●]
(vii) Minimum Interest Rate: [●] per cent. per annum
(viii) Maximum Interest Rate: [●] per cent. per annum
(ix) Day Count Fraction: [Actual/365] [Actual/Actual-ISDA] [Actual/Actual-ICMA] [Ac- tual/365 (Fixed)] [Actual/360] [30/360] [360/360] [Bond Basis] [30E/360] [Eurobond Basis]
ADDITIONAL PROVISIONS APPLICABLE TO THE CERTIFICATES LINKED TO AN UNDERLYING
17 Provisions applicable to Equity Linked Certificates (single share):
[Not] Applicable
(if Not Applicable, delete the remaining sub-paragraphs of this paragraph)
(i) Company: [specify]
(ii) Share: [if the Share is neither a DR nor a Unit in an ETF, [specify] and delete the sub-paragraphs of this paragraph]
[if the Share is a DR or a Unit in an ETF, [specify (see below Additional Provisions)], fill in the relevant sub-paragraph of this paragraph and delete the other sub-paragraph]
Additional Provisions for Depositary Receipt: DR Sponsor: [Specify]
DR Specified Currency: [Specify]
Condition 1(f)(G)16(f)(G): [Applicable/Not Applicable] Additional Provisions for Exchange Traded Fund: ETF Adviser: [Specify]
ETF Administrator: [Specify]
ETF Underlying Index: [Not Applicable/Specify]
ETF Minimum Tradable Quantity: [Not Applicable/Specify] Condition 16(f)(G) [Applicable/Not Applicable]
(iii) Exchange: [specify / See definition in Condition 16 (a)]
(iv) Related Exchange: [specify / See definition in Condition 16 (a)]
(v) Initial Price: [specify / See definition in Condition 16 (a)]
(vi) Barrier Price: [Not Applicable / specify]
(vii) Share Performance: [Not Applicable / specify]