supplement dated [ xxx ]2006

Transcription

supplement dated [ xxx ]2006
SUPPLEMENT DATED 18 APRIL 2006
TO THE BASE PROSPECTUS DATED 28 NOVEMBER 2005
DEXIA CREDIT LOCAL
Euro 30,000,000,000
Euro Medium Term Notes
Due from one month from the date of original issue
This supplement (“Supplement”) is supplemental to, and should be read in conjunction with, the Base
Prospectus dated 28 November 2005 (the “Base Prospectus”) prepared in relation to the
€30,000,000,000 Euro medium term note programme of Dexia Crédit Local (the “Issuer”). On 28
November 2005 , the Commission de Surveillance du Secteur Financier (the “CSSF”) approved the
Base Prospectus as a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the
“Prospectus Directive”) and Article 8.4 of the Luxembourg Law on prospectuses for securities dated
10 July 2005 (the “Luxembourg Law”).
The Issuer accepts responsibility for the information contained in this Supplement. The Issuer declares
that, having taken all reasonable care to ensure that such is the case, the information contained in this
Supplement is, to the best of its knowledge, in accordance with the facts and does not omit anything
likely to affect the import of such information.
Unless the context otherwise requires, terms defined in the Base Prospectus shall have the same
meaning when used in this Supplement.
1/ As of 11 January 2006, the members of the Supervisory Board of the Issuer are:
Chairman of the Supervisory Board
Pierre Richard
- Chairman of the Board of Directors of Dexia S.A.
- Vice-Chairman of Dexia Banque
- Vice-Chairman of Dexia BIL
- Vice-Chairman of Financial Security Assurance Holdings Ltd
- Director of Crédit du Nord
- Member of the Supervisory Board of Le Monde S.A.
- Director of Air France – KLM
- Director of Generali France Holding
Vice-Chairman of the Supervisory Board
Dominique Marcel
- Director of Dexia SA
- Chairman and Chief Executive Officer of Financière Transdev
- Permanent Representative of Financière Transdev, Director of Société Européenne pour le
Développement des Transports Publics (TRANSDEV)
- Chairman of the Supervisory Board of CDC DI GmbH (Germany)
- Member of the Supervisory Board of CDC Entreprises
- Chairman of the Board of Directors of CDC Holding Finances
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- Director of Société Forestière de la Caisse des dépôts et consignations
- Chairman of the Supervisory Board of Compagnie des Alpes
- Permanent Representative of Caisse des dépôts et consignations, Director of Icade
- Member of the Supervisory Board of CNP Assurances
- Member of the Supervisory Board of Accor
- Permanent representative of Caisse des dépôts et consignations, Member of the
Supervisory Board of Caisse Nationale des Caisses d'Epargne et de Prévoyance (CNCEP)
- Permanent representative of Caisse des dépôts et consignations, Member of the
Supervisory Board of Société Nationale Immobilière
Members of the Supervisory Board
Fédération Nationale des Travaux Publics represented by Patrick Bernasconi*
- Chairman of the Fédération Nationale des Travaux Publics
- Chairman of Bernasconi T.P.
- Chairman of Science et Industrie
- Chairman and Chief Executive Officer of Immobilière des Travaux Publics
- Director of SMA VIE BTP
- Permanent Representative of Fédération Nationale des Travaux Publics, Vice-Chairman of
SMA BTP
- Co-legal manager of SCI Bernasconi Frères
- Managing Partner of Casa Déco
Fédération Française du Bâtiment represented by Christian Baffy*
- Chairman of the Fédération Française du Bâtiment
- Chief Operating Officer (in a personal capacity) and permanent representative of the
Fédération Française du Bâtiment, Vice-Chairman of SMA VIE BTP
- Vice-Chairman of Banque du Bâtiment et des Travaux Publics
- Permanent Representative of the Fédération Française du Bâtiment, Director of Dresdner
RCM Entreval
- Director (in a personal capacity) and permanent representative of the Fédération Française
du Bâtiment, Director of SMA BTP
- Legal manager of Baffy Invest SARL
- Legal manager of B J Immobilier SARL
- Legal manager of BD
- Chairman and Chief Executive Officer of Baffy SA
- Legal manager of L'Orle d'Or
- Legal manager of PIC Transactions
- Legal manager of SCI Espace Cracovie
- Legal manager of Ferme de Champlon
- Director of BTP Euro Credit
- Director of BTP Obligations
- Director of BTP Associations
- Director of BTP Rendement
Jean-Pierre Brunel*
- Director of Services Conseil Expertises Territoires (SCET)
- Director of léna Environnement
- Chairman of the Board of Directors of SA d’HLM Le Nouveau Logis Centre-Limousin
- Member of the Supervisory Board of Companie Nationale du Rhône
- Chairman of the Supervisory Board of France Retraite
Philippe Duron*
Jean-Pol Henry*
- Director of Société Le Val d’Heure
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Patrick Lachaert*
Loïc Le Masne de Chermont*
- Director of Dexia Banque
- Permanent representative of Department of Loire-Atlantique, Director of Société
d’Équipement de Loire-Atlantique (SELA)
- Chairman of SAS La Juliennais
- Legal manager of SCI Locla and SCI Locla 1.2.3.4.5.6
- Joint legal manager of SCI Lorod
- Managing partner of SCI Racan
François Rebsamen*
Antoine Rufenacht*
- Legal manager of Société Financière Interocéanique
- Director of Etablissement Public Foncier de Normandie
- Chairman of the Board of Directors of ARMOR
Francine Swiggers
- Member of the Management Board of ARCO
- Director of Arcofin
- Director of Arcopar
- Director of Arcoplus
- Director of Arcosyn
- Director of Auxipar
- Director of Interfinance
- Director of Sofato
- Director of Procura
- Director of Aquafin
- Director of VDK-Caisse d’Épargne
- Director of Dexia Insurance
- Director of DVV Verzekeringen / Les AP Assurances
René Thissen*
- Chief Operating Officer of Sagi
- Chief Operating Officer of Macoma
- Director of Centre Hospitalier Chrétien
*Independent member of the Supervisory Board.
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Works Council representatives
Jean-Claude Trochain and Dominique Bonabosch
2/ As of 11 January 2006, the members of the Executive Board of the Issuer are:
Gérard Bayol, Chairman
- Co-legal manager of SCI Bayoli
- Vice-President of Alliance Française
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- Member of the Board of Directors of Dexia Finance
- Vice-Chairman of the Board of Directors of Dexia Fund Services Italia SpA
Jacques Guerber
- Vice-Chairman of the Management Board of Dexia S.A.
- Member of the Management Board of Dexia Banque
- Member of the Management Board of Dexia BIL
- Director of Crédit du Nord
- Director of Dexia Insurance
- Director of Financial Security Assurance Holdings Ltd
- Chairman of the Supervisory Board of Dexia Municipal Agency
- Permanent representative of Dexia Credit Local, Member of the Board of Directors of Dexia
Finance
- Member of the Supervisory Board of Financière Centuria
Rembert von Lowis
-
Vice-Chairman of the Supervisory Board of Dexia Municipal Agency
Member of the Management Board of Dexia S.A.
Member of the Board of Directors of Dexia Banque
Member of the Board of Directors of Dexia BIL
Member of the Board of Directors of Dexia Holdings Incorporated
Member of the Board of Directors of Financial Security Assurance Holdings Ltd
Chairman of the Board of Directors of Dexia Habitat
Member of the Management Board of Dexia Banque
Dirk Bruneel
-
Member of the Management Board of Dexia BIL
Member of the Management Board of Dexia S.A.
Chairman of the Board of Directors of Dexia Securities France Holding
Chairman of the Board of Directors of Dexia Securities France
Member of the Board of Directors of Dexia Financière S.A.
Member of the Board of Directors of Dexia Insurance
Member of the Board of Directors of Ehsal
Member of the Supervisory Board of Dexia Municipal Agency
Member of the Board of Directors of VEV
Member of the Board of Directors of Zinner N.V.
Member of the Board of Directors of Artesialux Finance S.A.
Member of the Board of Directors of Dexia Global Investments Luxembourg S.A.
Member of the Board of Directors of Dexia Participation Luxembourg
Member of the Board of Directors of Parfipar S.A.
Chairman of the Executive Board of Dexia Bank Nederland N.V.
Member of the Executive Board of Dexia Nederland Holding N.V.
Member of the Board of Directors of Dexia Capital Ireland
Member of the Board of Directors of Dexia Fiancial Services Ireland
Member of the Board of Directors, of Dexia Investments Ireland
Chairman of the Board of Directors of AMCC
Member of the Board of Directors of FSA Holdings Ltd
Member of the Board of Directors of Artesia Nederland Bank N.V.
Axel Miller
-
Chairman of the Management Board of Dexia S.A.
Member of the Management Board and Director of Dexia Banque
Member of the Management Board of Dexia BIL
Director of Crédit du Nord
Chairman of the Board of Directors of Dexia Foundation VZW
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-
Vice-Chairman of the Board of Directors of Dexia Insurance Belgium S.A.
Director of CILBIOTECH
Director of Ethias
Director of LVI Holding
Member of the Management Board of Fédération des Entreprises de Belgique
3/ In page 7 of the Base Prospectus, the long-term senior debt rating of the Issuer is AA+ from Fitch
Ratings instead of AA.
4/ The provisions of the Section “Luxembourg Taxation” in page 146 of the Base Prospectus are
amended by the deletion of the present wording and its replacement by the following :
“Luxembourg Taxation
Withholding tax
Under Luxembourg tax law currently in effect and with the possible exception of interest paid to
individual Noteholders, there is no Luxembourg withholding tax on payments of interest (including
accrued but unpaid interest). There is also no Luxembourg withholding tax, with the possible
exception of payments made to individual Noteholders, upon repayment of principal in case of
reimbursement, redemption, repurchase or exchange of the Notes.
Luxembourg non-resident individuals
Under the Luxembourg laws dated 21 June 2005 implementing the European Council Directive
2003/48/EC on the taxation of savings income (the ‘‘Savings Directive’’) and several agreements
concluded between Luxembourg and certain dependent territories of the European Union, a
Luxembourg based paying agent (within the meaning of the Savings Directive) is required since 1
July 2005 to withhold tax on interest and other similar income paid by it to (or under certain
circumstances, to the benefit of) an individual resident in another Member State, unless the
beneficiary of the interest payments elects for an exchange of information. The same regime
applies to payments to individuals resident in certain EU dependent territories.
The withholding tax rate is initially 15 per cent., increasing steadily to 20 per cent. and to 35 per
cent. The withholding tax system will only apply during a transitional period, the ending of which
depends on the conclusion of certain agreements relating to information exchange with certain
third countries.
Luxembourg resident individuals
A 10% withholding tax has been introduced, as from 1 January 2006, on interest payments made
by Luxembourg paying agents (defined in the same way as in the Savings Directive) to
Luxembourg individual residents. Only interest accrued after 1 July, 2005 falls within the scope of
the withholding tax. This withholding tax represents the final tax liability for the Luxembourg
individual resident taxpayers. ”
5/ The Issuer published, on its website: “www.dexia-creditlocal.fr, its annual financial statements with
the Statutory Auditor’s report on the Financial Statements as at 31 December 2005 (together with the
related notes and the Statutory Auditors’ report, the “31 December 2005 Financial Statements”) and
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such 31 December 2005 Financial Statements are incorporated by reference in, and form part of, this
Supplement.
Copies of the 31 December 2005 Financial Statements are available in the French language free of
charge at the specified offices of the Paying Agents. In addition, the 31 December 2005 Financial
Statements are available on the Issuer’s website: “www.dexia-creditlocal.fr” and on the Luxembourg
Stock Exchange’s website: “www.bourse.lu”.
The information incorporated by reference above is available as follows:
Information Incorporated by Reference
Reference
31 December 2005 Financial Statements
Management Report
Pages 11 to 56 of the 31 December 2005
Financial Statements
Pages 178 to 179 of the 31 December 2005
Financial Statements
Pages 76 to 77 of the 31 December 2005
Financial Statements
Page 78 of the 31 December 2005 Financial
Statements
Pages 81 to 177 of the 31 December 2005
Financial Statements
Page 79 of the 31 December 2005 Financial
Statements
Statutory Auditors’ report on the consolidated
financial statements
Consolidated Balance sheet
Consolidated Statement of Income
Notes to the Consolidated Financial Statements
Consolidated Cash Flow Statement
Information contained in the documents incorporated by reference other than information listed in the
table above is for information only.
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