PROSPECTUS DATED 29 DECEMBER 2015

Transcription

PROSPECTUS DATED 29 DECEMBER 2015
(a public limited liability company (société anonyme) incorporated in France)
as Issuer
Natixis (FR) Fund Opportunity Coupon 2026 Notes
In connection with the Natixis (FR) Fund Opportunity Coupon 2026 Notes (the Notes) of Natixis SA (the
Issuer), application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in
its capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for
securities (the Prospectus Act 2005) and for the purposes of Article 5.3 of Directive 2003/71/EC, as
amended including by Directive 2010/73/EU and any relevant implementing measure in a relevant Member
State of the European Economic Area (the Prospectus Directive) for the approval of this Prospectus as a
prospectus for the purposes of the Prospectus Directive. The CSSF assumes no responsibility for the
economic and financial soundness of the transactions contemplated by this Prospectus or the quality or
solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act 2005.
Application has also been made to the Luxembourg Stock Exchange for the Notes to be admitted to trading
on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the
Luxembourg Stock Exchange.
The offer period in respect of the Notes shall be from (and including) 4 January 2016 to (and including)11
February 2016.
The Notes are being issued under the Issuer's €10,000,000,000 Debt Issuance Programme (the Programme).
The Notes are not capital guaranteed and their redemption amount is linked to the performance of the DWS
Concept Kaldemorgen-LC Fund (the Fund). The Notes shall be redeemed, if not previously redeemed or
purchased and cancelled, on 16 February 2026 (the Maturity Date) and will be issued on 16 February 2016
(the Issue Date). Unless redeemed or purchased and cancelled prior to the Maturity Date in accordance with
the Conditions (as defined below), the Notes will be redeemed at the Final Redemption Amount as
determined by the Calculation Agent in accordance with the relevant provisions of paragraph 9 of the
Economic Terms and Conditions (the Economic Conditions) set out herein.
The Notes may also be redeemed (in whole but not in part) in certain circumstances prior to the Maturity
Date in particular following an Event of Default as described under the Conditions. There will be no
redemption for taxation reasons.
The Notes bear interest at an amount which will depend on the net asset value of the Fund Share (as defined
in the Economic Conditions) observed by the Calculation Agent on the relevant Valuation Date (as defined
herein) for each Interest Payment Date.
The Notes will be initially represented by a temporary global note (the Temporary Global Note) which will
be deposited on or about the Issue Date with a common depositary for Euroclear Bank SA/NV (Euroclear)
and Clearstream Banking, société anonyme (Clearstream, Luxembourg). Interests in the Temporary Global
Note will be exchangeable for interests in a permanent global note (the Permanent Global Note and,
together with the Temporary Global Note, the Global Notes) on or after 27 March 2016 (the Exchange
Date), upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Note will be
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exchangeable for definitive Notes only in certain limited circumstances stipulated in the Permanent Global
Note.
The CSSF has been requested to provide the competent authorities in Belgium with a certificate of approval
attesting that the Prospectus has been drawn up in accordance with the Prospectus Directive.
The Issuer could be required to comply with the Belgian Code of Economic Law, especially the provisions
on unfair terms in the application of the terms and conditions of the Notes set out in this Prospectus relating
to this product in Belgium, insofar as these provisions are applicable.
In regard of the additional information relating to Belgian Law every significant new factor, material mistake
or inaccuracy relating to the information included in the prospectus which is capable of affecting the
assessment of the securities and which arises or is noted between the time when the prospectus is approved
and the final closing of the offer to the public or, as the case may be, the time when trading on a regulated
market begins, shall be mentioned in a supplement to the prospectus.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the Securities Act), or any state securities law, and may not be offered or sold within the United
States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act.
Prospective purchasers of Notes should ensure that they understand the nature of the Notes and the
extent of their exposure to risks and that they consider the suitability of the Notes as an investment in
the light of their own circumstances and financial condition. The Notes involve a high degree of risk
and potential investors should be prepared to sustain a total loss of the purchase price of their Notes.
See "Risk Factors" on pages 26 to 29.
The Notes are subject to the terms and conditions set out in "Terms and Conditions of the Notes" in the Base
Prospectus relating to the Programme dated 8 June 2015, as subsequently supplemented and amended, (the
Base Prospectus) as supplemented by the Economic Terms (together the Conditions).
As at the date of this Prospectus the long term senior unsecured debt of the Issuer 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). As defined by Moody’s “A2” means the Issuer offers good
financial security and is judged to be of upper-medium grade and is subject to low risk of requiring
assistance (the modifier 2 indicates a mid-range ranking within the category). As defined by S&P “A” means
the Issuer has strong capacity to meet its financial commitments but is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than obligors in higher-rated
categories. As defined by Fitch “A” means the Issuer has low default risk. The capacity for payment of
financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse
business or economic conditions than is the case for higher ratings.
Each of Moody’s, S&P and Fitch is established in the European Union and is registered under Regulation
(EC) No 1060/2009 (as amended) (the CRA Regulation). The European Securities and Markets Authority
publishes on its website (www.esma.europa.eu/page/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 decision 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. A security rating is not a recommendation to buy, sell or hold securities and may be
subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
The date of this Prospectus is 29 December 2015
Dealer
NATIXIS
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CONTENTS
Clause
Page
Responsibility Statement .................................................................................................................................... 4
Summary........................................................................................................................................................... 10
Risk Factors ...................................................................................................................................................... 26
Documents incorporated by reference .............................................................................................................. 30
Economic Terms and Conditions ..................................................................................................................... 38
Use of proceeds ................................................................................................................................................ 48
Description of the Issuer ................................................................................................................................... 49
Recent developments ........................................................................................................................................ 52
Taxation ............................................................................................................................................................ 53
Transfer restrictions .......................................................................................................................................... 60
General information.......................................................................................................................................... 61
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RESPONSIBILITY STATEMENT
The Issuer (whose registered office appears on the last page of this document), having taken all reasonable
care to ensure that such is the case, confirm that the information contained in this Prospectus reflects, to the
best of its knowledge, the facts and contains no omission likely to affect its import. The opinions and
intentions expressed in this Prospectus with regard to the Issuer are honestly held. The Issuer accepts
responsibility for the information contained in this Prospectus.
No person is or has been authorised to give any information or to make any representation not contained in
or not consistent with this document or any other information supplied in connection with the Prospectus or
the Notes and, if given or made, such information or representation must not be relied upon as having been
authorised by the Issuer, in its capacity either as the Issuer or as the Dealer. This document does not
constitute, and may not be used for the purposes of, an offer or solicitation by anyone in any jurisdiction in
which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer
or solicitation and no action is being taken to permit an offering of the Notes or the distribution of this
document in any jurisdiction where any such action is required.
Information contained in this Prospectus which is sourced from a third party has been accurately reproduced
and, as far as the Issuer is aware and is able to ascertain from information published by the relevant third
party, no facts have been omitted which would render the reproduced information inaccurate or misleading.
The Dealer has not separately verified the information contained herein. Accordingly, no representation,
warranty or undertaking, express or implied, is made and no responsibility is accepted by the Dealer as to the
accuracy or completeness of the information contained in this Prospectus or any other information provided
by the Issuer in connection with the Notes. The Dealer accepts no liability in relation to the information
contained in this Prospectus or any other information provided by the Issuer in connection with the Notes.
In connection with the issue and sale of Notes, neither the Issuer nor its affiliates will, unless agreed to the
contrary in writing, act as a financial adviser to any Holder of such Notes.
Neither this Prospectus nor any other information supplied in connection with the Notes is intended to
provide the basis of any credit or other evaluation and should not be considered as a recommendation by the
Issuer or the Dealer that any recipient of this Prospectus or any other information supplied in connection with
the Notes should purchase the Notes. Each investor contemplating purchasing the Notes should make its
own independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer. Neither this Prospectus nor any other information supplied in connection with
the Notes constitutes an offer or an invitation by or on behalf of the Issuer or any other person to subscribe
for or to purchase the Notes.
The delivery of this Prospectus does not at any time imply that the information contained herein concerning
the Issuer is correct at any time subsequent to the date hereof or that any other information supplied in
connection with the Notes is correct as of any time subsequent to the date indicated in the document
containing the same. The Dealer does not undertake to review the financial condition or affairs of the Issuer
during the life of the Notes. Investors should review, inter alia, the most recently published audited annual
consolidated financial statements, unaudited semi-annual interim consolidated financial statements and
quarterly financial results of the Issuer, when deciding whether or not to purchase the Notes.
This Prospectus does not constitute, and may not be used for or in connection with, an offer to any person to
whom it is unlawful to make such offer or a solicitation by anyone not authorised so to act.
The distribution of this Prospectus and the offer or sale of the Notes may be restricted by law in certain
jurisdictions. Persons into whose possession this Prospectus or any Notes come must inform themselves
about, and observe, any such restrictions. In particular, there are restrictions on the distribution of this
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Prospectus and the offer or sale of the Securities in the European Economic Area (EEA) (and certain
member states thereof) and the United States.
This Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may apply,
any offer of Notes in any Member State of the European Economic Area which has implemented the
Prospectus Directive (each, a Relevant Member State) will be made pursuant to an exemption under the
Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of Notes. Accordingly any person making or intending to make an offer in that
Relevant Member State of Notes which are the subject of an offering contemplated in this Prospectus may
only do so:
(i)
in circumstances in which no obligation arises for the Issuer or the Manager to publish a prospectus
pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16
of the Prospectus Directive, in each case, in relation to such offer; or
(ii)
if a prospectus for such offer 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 and (in either case) published, all in accordance
with the Prospectus Directive, provided that any such prospectus specifies that offers may be made
other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State, such
offer is made in the period beginning and ending on the dates specified for such purpose in such
prospectus and the Issuer has consented in writing to its use for the purpose of such offer.
Except to the extent sub-paragraph (ii) above may apply, neither the Issuer nor the Manager have authorised,
nor do they authorise, the making of any offer of Notes in circumstances in which an obligation arises for the
Issuer or the Manager to publish or supplement a prospectus for such offer.
This Prospectus is to be read in conjunction with all other documents which are deemed to be incorporated
by reference herein (see "Documents Incorporated by Reference").
You should note that the price of securities and the income from them (if applicable) can go down as
well as up.
If you are in any doubt about the content of this document you should consult your own stockbroker,
bank manager, solicitor, accountant or other financial adviser.
Any investment in the Notes is only suitable for financially sophisticated investors who are capable of
evaluating the merits and risks of such investment and who have sufficient resources to be able to bear
any losses which may result from such investment.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer to subscribe for,
or purchase, the Notes.
THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND
EXCHANGE COMMISSION (THE SEC), ANY STATE SECURITIES COMMISSION IN THE UNITED
STATES OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR
THE NOTES OR THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT,
OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES, AND THE NOTES ARE BEARER NOTES THAT ARE
SUBJECT TO U.S. TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, THE NOTES
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MAY NOT BE OFFERED OR SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS.
THE NOTES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES TO NON-U.S.
PERSONS IN RELIANCE ON REGULATION S OF THE SECURITIES ACT. FOR FURTHER DETAILS
ON RESTRICTIONS ON OFFERS, SALES AND TRANSFERS OF THE NOTES, PLEASE REFER TO
"TRANSFER RESTRICTIONS" IN THIS PROSPECTUS AND "SUBSCRIPTION AND SALE" IN THE
BASE PROSPECTUS INCORPORATED BY REFERENCE IN THIS PROSPECTUS.
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NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES (RSA 421-B) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF
NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW
HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND
NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO
ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
Neither this Prospectus nor any other financial statements are intended to provide the basis of any credit or
other evaluation and should not be considered as a recommendation by the Issuer that any recipient of this
Prospectus or any other financial statements should purchase the Notes. Each potential purchaser of Notes
should determine for itself the relevance of the information contained in this Prospectus and its purchase of
Notes should be based upon such investigation as it deems necessary.
In this Prospectus, unless otherwise specified or the context otherwise requires, references to € or Euro or
EUR are to the single currency of the participating member states of the European Union which was
introduced on 1 January 1999.
7
CONDITIONS RELATING TO THE CONSENT OF THE ISSUERS TO THE USE OF THIS
PROSPECTUS
In the context of the offer of Notes in Belgium (the Public Offer Jurisdiction) where such offer is not
within an exemption from the requirement to publish a prospectus under the Prospectus Directive, as
amended, (the Public Offer), the Issuer consents to the use of this Prospectus in connection with a Public
Offer of any Notes during the offer period (the Offer Period) and in the Public Offer Jurisdiction by:
(1)
subject to conditions set out in this Prospectus, any financial intermediary designated in the
Economic Terms and Conditions; or
(2)
if so specified in the Economic Terms and Conditions, any financial intermediary which satisfies the
following conditions:
(a)
acts in accordance with all applicable laws, rules, regulations, directives and guidance of any
applicable regulatory bodies (the Rules), from time to time including, without limitation and
in each case, Rules relating to both the appropriateness or suitability of any investment in the
Notes by any person and disclosure to any potential investor;
(b)
complies with the restrictions set out under "Transfer Restrictions" in this Prospectus and
"Subscription and Sale" in the Base Prospectus, and any Supplement referred to in this
section which would apply as if it were a Dealer;
(c)
ensures that any fee (and any commissions or benefits of any kind) or rebate received or paid
by that financial intermediary in relation to the offer or sale of the Notes is fully and clearly
disclosed to investors or potential investors;
(d)
holds all licences, consents, approvals and permissions required in connection with
solicitation of interest in, or offers or sales of, the Notes under the Rules;
(e)
retains investor identification records for at least the minimum period required under
applicable Rules, and shall, if so requested, make such records available to the Dealer and
the Issuer or directly to the appropriate authorities with jurisdiction over the Issuer and/or the
Dealer in order to enable the Issuer and/or the Dealer to comply with anti-money laundering,
anti-bribery and "know your client" rules applying to the Issuer and/or the Dealer;
(f)
does not, directly or indirectly, cause the Issuer or the Dealer to breach any Rule or any
requirement to obtain or make any filing, authorisation or consent in any jurisdiction; and
(g)
satisfies any further conditions specified in the Economic Conditions, (in each case an
Authorised Offeror). For the avoidance of doubt, neither the Dealer nor the Issuer shall
have any obligation to ensure that an Authorised Offeror complies with applicable laws and
regulations and shall therefore have no liability in this respect.
The Issuer accepts responsibility in the Public Offer Jurisdiction for the content of the Prospectus in relation
to any person (an Investor) in such Public Offer Jurisdiction to whom an offer of any Notes is made by any
Authorised Offeror and where the offer is made during the period for which that consent is given. However,
neither the Issuer nor the Dealer has any responsibility for any of the actions of any Authorised Offeror,
including compliance by an Authorised Offeror with applicable conduct of business rules or other local
regulatory requirements or other securities law requirements in relation to such offer.
The Issuer may also give consent to additional Authorised Offerors after the date of this Prospectus and, if it
does so, it will publish any new information in relation to such Authorised Offerors who are unknown at the
time of the approval of this Prospectus on the Luxembourg Stock Exchange’s website at www.bourse.lu.
8
Other than as set out above, neither the Issuer nor the Dealer has authorised the making of the Public Offer
by any person in any circumstances and such person is not permitted to use the Prospectus in connection
with its offer of the Notes. Any such offers are not made on behalf of the Issuer or by the Dealer or
Authorised Offerors and neither the Issuer nor the Dealer or Authorised Offerors has any responsibility or
liability for the actions of any person making such offers.
An Investor intending to acquire or acquiring any Notes from an Authorised Offeror will do so, and
offers and sales of the Notes to an Investor by an Authorised Offeror will be made, in accordance with
any terms and other arrangements in place between such Authorised Offeror and such Investor
including as to price allocations and settlement arrangements (the Terms and Conditions of the Public
Offer). The Issuer will not be a party to any such arrangements with Investors (other than the Dealer)
in connection with the offer or sale of the Notes and, accordingly, this Prospectus will not contain such
information. The Terms and Conditions of the Public Offer shall be provided to Investors by that
Authorised Offeror during the Offer Period. Neither the Issuer nor the Dealer or other Authorised
Offerors has any responsibility or liability for such information.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any
jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. The
distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions.
Neither the Issuer nor the Dealer represents that this Prospectus may be lawfully distributed, or that any
Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any
such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for
facilitating any such distribution or offer. In particular, no action has been taken by the Issuer or the Dealer
which would permit a public offering of any Notes outside Belgium or distribution of this Prospectus in any
jurisdiction where action for that purpose is required. Accordingly, no Notes may 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 into whose possession this Prospectus or any Notes may come
must inform themselves about, and observe, any such restrictions on the distribution of this Prospectus and
the offering and sale of Notes. For a description of certain further restrictions on the offer and sale of Notes
in the United States and the European Economic Area (including the United Kingdom and France) and on
the distribution of this Prospectus, see "Transfer Restrictions" in this Prospectus and "Subscription and
Sale" in the Base Prospectus.
9
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 the Notes and the Issuer. 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 a
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 description of the Element is included in the summary explaining
why it is not applicable.
Section A – Introduction and warnings
Element
A.1
A.2
General
disclaimer
regarding
the
Summary
Consent to use the
Prospectus
Warning that:

this summary should be read as an introduction to the
Prospectus;

any decision to invest in the securities should be based on
consideration of the Prospectus taken as a whole by the
investor;

where a claim relating to the information contained in the
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 prospectus before
the legal proceedings are initiated; and

civil liability attaches only to the Issuer who has 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 prospectus or it
does not provide, when read together with the other parts of
the prospectus, key information in order to aid investors
when considering whether to invest in such securities.
Consent: Subject to the conditions set out below, the Issuer
consents to the use of this Prospectus in connection with an offer to
the public in circumstances where there is no exemption from the
obligation under the Prospectus Directive to publish a prospectus (a
Public Offer) by Deutsche Bank AG, Brussels Branch, Avenue
Marnix 13-15, 1000 – Brussels, Belgium (the Authorised Offeror).
Offer period: The Issuer's consent referred to above is given for the
Public Offer of Notes during the period from (and including) 4
January 2016 to (but excluding) 11February 2016 (such period, the
Offer Period).
Conditions to consent: The conditions to the Issuer's consent are
that such consent (a) is only valid during the Offer Period; (b) only
extends to the use of this Prospectus to make the Public Offer of
10
Element
Notes in Belgium.
AN INVESTOR INTENDING TO ACQUIRE OR
ACQUIRING ANY NOTES IN THE PUBLIC OFFER FROM
THE DEALER WILL DO SO, AND OFFERS AND SALES OF
SUCH NOTES TO AN INVESTOR BY SUCH DEALER
WILL BE MADE, IN ACCORDANCE WITH ANY TERMS
AND OTHER ARRANGEMENTS IN PLACE BETWEEN
SUCH DEALER AND SUCH INVESTOR INCLUDING AS
TO
PRICE,
ALLOCATIONS
AND
SETTLEMENT
ARRANGEMENTS. THE INVESTOR MUST LOOK TO
THE DEALER AT THE TIME OF SUCH OFFER FOR THE
PROVISION OF SUCH INFORMATION AND THE DEALER
WILL BE RESPONSIBLE FOR SUCH INFORMATION.
Section B – Issuer
Element
Title
B.1
Legal and commercial
name of the Issuer
Natixis (the Issuer)
B.2
Domicile/ legal form/
legislation/ country of
incorporation
The Issuer is domiciled at 30, avenue Pierre Mendes-France,
75013 Paris, France. It is incorporated in and under the laws of
France as a limited liability company (société anonyme à Conseil
d’Administration).
B.4b
Trend information
Not Applicable – There are no known trends, uncertainties,
demands, commitments or events that are reasonably likely to have
a material effect on the Issuer's prospects.
B.5
Description
Group
of
the
With effect as of 31 July 2009 (non inclusive), the Issuer was
affiliated with BPCE, 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. This
affiliation with BPCE is governed by article L.511-30 of the French
Code Monétaire et Financier (Monetary and Financial Code).
As central body and pursuant to article L. 511-31 of the French
Code Monétaire et Financier, BPCE is responsible for guaranteeing
the liquidity and solvency of the Issuer.
BPCE is the main shareholder of the Issuer and, as such, exercises
the responsibilities laid out by banking regulations.
or
Not Applicable – No profit forecasts or estimates have been made
in the Prospectus.
report
Not Applicable – No qualifications are contained in any audit
reports contained within the annual reports included by reference in
this Prospectus.
B.9
Profit forecast
estimate
B.10
Audit
qualifications
11
Element
Title
B.12
Selected historical key
financial information
As at 30 June 2015, the Issuer’s total assets were €511.8 billion.
The Issuer’s net revenue for the period ended 30 June 2015 was
€4,491 million, its gross operating income was €1,507 million and
its net income (group share) was €737 million. As from 24 July
2015, the share capital is €5,005,004,424 divided into
3,128,127,765 fully paid up shares of €1.60 each.
As at 30 June 2014, the Issuer’s total assets were €547.4 billion.
The Issuer’s net revenue for the period ended 30 June 2014 was
€3,913 million, its gross operating income was €1,216 million and
its net income (group share) was €642 million.
As at 31 December 2014, the Issuer’s total assets were €590.4
billion. The Issuer’s net revenue for the year ended 31 December
2014 was €7,512 million, its gross operating income was €2,073
million and its net income (group share) was €1,138 million.
As at 31 December 2013, the Issuer’s total assets were €510.1
billion. The Issuer’s net revenue for the year ended 31 December
2013 was €6,848 million, its gross operating income was €1,614
million and its net income (group share) was €884 million.
of no
adverse
There has been no material adverse change in the prospects of the
Issuer since 31 December 2014.
Description
of
significant changes in
the
financial
or
trading
position
subsequent to the
period covered by the
historical
financial
information
The share capital of the Issuer was increased on 24 July 2015. As
from 24 July 2015, the share capital is €5,005,004,424 divided into
3,128,127,765 fully paid up shares of €1.60 each. Other than the
aforementioned share capital increase, there has been no significant
change in the financial or trading position of the Issuer since 30
June 2015.
B.13
Events impacting the
Issuer's solvency
Please see Element B.12 above "Description of significant changes
in the financial or trading position subsequent to the period
covered by the historical financial information".
B.14
Dependence
upon
other group entities
Please see Elements B.5 above and B.16 below.
Statements
material
change
Not applicable - the Issuer is not dependent on other group entities.
B.15
Principal activities
The Issuer is the corporate, investment management and financial
services arm of Groupe BPCE, which is second in terms of market
share in France (source: Banque de France).
The Issuer has a number of areas of first-rank expertise in three
core businesses:

corporate and investment banking;
12
Element
Title

investment solutions (asset management, insurance, private
banking, private equity); and

specialised financial services.
The Issuer has a long-lasting commitment to its own client base of
companies, 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 Populaire).
B.16
Controlling
shareholders
BPCE is the main shareholder of the Issuer and, as such, exercises
the responsibilities laid out by banking regulations.
As at 31 July 2015, BPCE held 71.2% of the share capital of the
Issuer.
B.17
Credit ratings
The long term senior unsecured debt of the Issuer is rated A2
(stable) by Moody’s Investors 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 (www.esma.europa.eu/page/ List-registered-and-certifiedCRAs) 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 decision 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.
13
Section C – Securities
Element
Title
C.1
Type and Class of
Notes/ISIN
The notes (Notes) described in this section are debt securities with a
denomination of €1,000.
The Notes are Structured Notes.
Series Number: 67
Tranche Number: 1
International
Securities
XS1035525911
Identification
Number
(ISIN):
Common Code: 103552591
C.2
Currency
C.5
Restrictions
transferability
The currency of this Series of Notes is Euros.
on
The free transfer of the Notes is subject to the selling restrictions of
the United States and the European Economic Area (including the
United Kingdom, France and Belgium).
The Notes, being offered and sold outside the United States to nonUS persons in reliance on Regulation S under the U.S. Securities
Act of 1933, as amended, must comply with selling restrictions.
The Notes, being held in a clearing system, must be transferred in
accordance with the rules, procedures and regulations of that
clearing system.
C.8
Rights attached to the
Notes,
including
ranking
and
limitations on those
rights
Rights attached to the Notes
Taxation
All payments in respect of Notes will be made without withholding
or deduction for or on account of taxes imposed by any jurisdiction,
unless such withholding or deduction is required by law. In the
event that any such withholding or deduction is required by law to
be made, the Issuer will not be required to pay additional amounts
to cover the amounts so withheld or deducted.
14
Element
Title
Issuer's Negative Pledge
So long as any of the Notes, and Receipts or Coupons relating to
them remains outstanding, the Issuer 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 undertaking,
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 obligations under the Notes, Receipts or
Coupons (A) are secured equally and rateably therewith, or (B)
have the benefit of such other security, guarantee, indemnity or
other arrangement as shall be approved by an Extraordinary
Resolution of the Noteholders.
Relevant Debt means present or future indebtedness in the form of,
or represented by, bonds, notes, 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 Notes 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 Notes and the insolvency or winding up
of the Issuer.
Meetings
The terms of the Notes will contain provisions for calling meetings
of holders of such Notes to consider matters affecting their interests
generally. 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.
Governing law
The Notes are governed by English law.
Ranking of the Notes
The obligations of the Issuer under the Notes will constitute
unsubordinated and unsecured obligations of the Issuer.
15
Element
Title
Limitation of the rights
Prescription
Claims against the Issuer for payment in respect of the Notes,
Receipts and Coupons (which for this purpose shall not include
Talons) 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
Please also refer to Element C.8.
Interest
The Notes (Structured Notes) bear interest from their date of issue
at a structured rate calculated by reference to a single fund (the
Underlying Reference).
The interest amount per Note payable on each Interest Payment
Date (t) shall be an amount determined by the Calculation Agent on
the immediately preceding Valuation Date (t) in Euros as follows:
Denomination × 𝐌𝐢𝐧 (𝟓%; 𝐌𝐚𝐱 (𝟎%; 𝟕𝟎% ×
𝟏
𝒕
𝑵𝑨𝑽(𝒕)
×(
− 𝟏𝟎𝟎%)))
𝑵𝑨𝑽(𝟎)
Fund means the DWS Concept Kaldemorgen-LC fund
Fund Share means the share of the Fund (ISIN: LU0599946893)
Max means whichever is the greater of the numbers separated by a
";" inside those brackets
Min means whichever is the lesser of the numbers separated by a
";" inside those brackets
NAV(t) means the Net Asset Value of the Fund Share determined
on the Valuation Date (t)
NAV(0) means the Net Asset Value of the Fund Share determined
on the Strike Date
Net Asset Value means, in respect of any Valuation Date (t) or the
Strike Date, the net asset value per Fund Share on such date, as
calculated and published by DWS Investments or State Street Bank
Luxembourg SA or another person that generally reports such value
16
Element
Title
on behalf of the relevant fund (the NAV Provider) to its investors
or a publishing service on such day, provided that the Calculation
Agent is entitled to adjust the net asset value per such Fund Share
of the Fund to reflect, without duplication, the relevant portion per
Fund Share of any fees, commission, costs or charge and duties,
taxes or levies that may be payable and/or incurred in connection
with the redemption of such Fund Share.
Strike Date means 16 February 2016
Valuation Date means the respective dates set out against each
Valuation Date (t) below
t
Valuation Date (t)
Interest Payment Date (t)
1
6 February 2017
16 February 2017
2
6 February 2018
16 February 2018
3
6 February 2019
18 February 2019
4
5 February 2020
17 February 2020
5
4 February 2021
16 February 2021
6
4 February 2022
16 February 2022
7
6 February 2023
16 February 2023
8
6 February 2024
16 February 2024
9
5 February 2025
17 February 2025
10
4 February 2026
16 February 2026
Redemption
Subject to any purchase and cancellation or early redemption, the
Notes will be redeemed on 16 February 2026(the Maturity Date)
at 100 per cent. of their nominal amount.
Payments shall be made by transfer to an account denominated in
the relevant currency with a bank in the principal financial centre of
that currency.
C.10
Derivative component
in
the
interest
payments
Payments of interest in respect of the Notes will be determined by
reference to the performance of the Underlying Reference.
Please also refer to Element C.9.
C.11
Admission to trading
on a regulated market
Application has been made by the Issuer (or on its behalf) for the
Notes to be admitted to trading on the regulated market of the
17
Element
Title
Luxembourg Stock Exchange.
18
Section D – Risks
Element
Title
D.2
Key risks regarding
the Issuer
The significant risks relating to the Issuer include:
The significant risks relating to the macroeconomic environment
and financial crisis include:

adverse market or economic conditions may cause a
decrease in the net banking income, profitability and
financial position of the Issuer;

the possible strengthening of regulations applicable to the
financial sector, dictated by the financial crisis, could give
rise to the introduction of new compliance restrictions;

conditions in the financial markets, particularly the primary
and secondary debt markets, may have a significant
negative effect upon the Issuer; and

the Issuer 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 the Issuer
include:

the Issuer’s principal shareholder has a significant influence
over certain corporate actions;

the risk management policies and procedures of the Issuer
are subject to the approval and control of BPCE; and

the Issuer’s refinancing is through BPCE.
The significant risks with regard to the structure of the Issuer’s
operations and the banking sector include:

the Issuer is exposed to several categories of risk inherent
to banking operations;

credit risk;

market, liquidity and financing risk;

operational risks;

insurance risk;
19
Element
Title

the Issuer 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 the Issuer’s operating income or financial position;

the Issuer’s ability to attract and retain qualified employees
is critical to the success of its business and failure to do so
may materially affect its performance;

future events may be different from those reflected in the
assumption used by the management in the preparation of
the Issuer’s financial statements, which may cause
unexpected losses in the future;

market fluctuations and volatility may expose the Issuer to
the risk of losses in relation to its trading and investment
operations;

the Issuer may generate lower revenues from brokerage and
other commission and fee-based businesses during market
downturns;

significant interest rate changes could adversely affect the
Issuer’s net banking income or profitability;

changes in exchange rates can significantly affect the
Issuer’s results;

any interruption or failure of the Issuer’s information
systems, or those of third parties, may result in lost
business and other losses;

unforeseen events may cause an interruption of the Issuer’s
operations and cause substantial losses and additional costs;

the Issuer may be vulnerable to political, macroeconomic
and financial environments or specific circumstances in the
countries where it does business;

the Issuer 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 the Issuer’s business and results;

tax law and its application in France and in the jurisdictions
where the Issuer operates are likely to have a significant
impact on the Issuer’s results;
20
Element
D.3
Title
Key risks regarding
the Notes

despite the risk management policies, procedures and
methods put in place, the Issuer may be exposed to
unidentified or unanticipated risks, likely to give rise to
significant losses;

the hedging strategies implemented by the Issuer do not
eliminate all risk of loss;

the Issuer may encounter difficulties in identifying,
executing and integrating its policy in relation to
acquisitions or joint ventures;

intense competition, both in the Issuer’s home market of
France, its largest market, and internationally, could
adversely affect the Issuer’s net banking income and
profitability;

the financial soundness and behaviour of other financial
institutions and market participants could have an adverse
impact on the Issuer;

the Issuer’s profitability and business prospects could be
adversely affected 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.
The key risks regarding the Notes include:
By investing in the Notes, investors must rely on the
creditworthiness of the Issuer and no other person.
As the Calculation Agent is the same entity as the Issuer, potential
conflicts of interest may exist between the Calculation Agent and
the purchasers, including with respect to the exercise of the very
broad discretionary powers of the Calculation Agent.
Conflicts of interest may arise between the Issuer and any of its
affiliates, on the one hand, and Noteholders, on the other.
Any early redemption provided for in the Economic Terms and
Conditions could cause the yield anticipated by Noteholders to be
considerably less than anticipated.
A Noteholder’s effective yield on the Notes may be diminished by
the tax impact on that Noteholder of its investment in the Notes.
21
Element
Title
The conditions of the Notes contain provisions for calling meetings
of Noteholders which permit defined majorities to bind all
Noteholders who did not attend and vote at the relevant meeting as
well as Noteholders who voted in a manner contrary to the
majority.
The Notes are governed by English law, in effect as at the date of
this Prospectus and no assurance can be given as to the impact of
any possible judicial decision or change to English (or any other
relevant) law after the date of this Prospectus.
If a payment were to be made or collected through a Member State
which has opted for a withholding system and an amount of, or in
respect of, tax were to be withheld from that payment pursuant to
the EU Savings Directive, neither the Issuer nor any Paying Agent
nor any other person would be obliged to pay additional amounts
with respect to any Note as a result of the imposition of such
withholding tax.
Under the Economic Terms and Conditions of the Notes, all
payments in respect of Notes will be made without withholding or
deduction for or on account of taxes imposed by any jurisdiction,
unless such withholding or deduction is required by law. In the
event that any such withholding or deduction is required by law to
be made, the Issuer will not be required to pay additional amounts
to cover the amounts so withheld or deducted. .
The proposed financial transactions tax (FTT) would impose FTT
on each financial institution that is party to certain financial
transactions. A person transacting with a financial institution which
fails to account for FTT would be jointly and severally liable for
that tax.
Fund Linked Notes
Exposure to a fund share or unit, which presents similar risks to a
direct fund investment, gives rise to the risk that the amount
payable on Fund Linked Notes may be less than the amount payable
from a direct investment in the relevant Fund, as well as
extraordinary fund events, which may have an adverse effect on the
value or liquidity of the Notes.
The key risks regarding the market generally include:

The Notes when issued have no established trading market
and one may never develop. Investors may not be able to
sell their Notes easily or at prices that will provide them
with a yield comparable to similar investments that have a
developed secondary market.
22
Element
Title

The trading market for debt securities may be volatile and
may be adversely impacted by many events.

As a result of fluctuations in exchange rates or the
imposition of exchange controls, investors may receive less
principal than expected, or no principal.

Any credit ratings assigned to the Issuer may not reflect the
potential impact of all risks related to, inter alia, the
structure of the relevant issue, the relevant market for the
Notes and other factors that may affect the value of the
Notes.
23
Section E – Offer
Element
Title
E.2b
Use of proceeds
The net proceeds from the issue of the Notes will be used by the
Issuer for its general corporate purposes, affairs and business
development.
E.3
Terms and conditions
of the offer
This issue of Notes is being offered in a Public Offer in Belgium.
The Issue Price of the Notes is 102% of their nominal amount.
The total amount of the offer shall be fixed at the end of the time
period of the offer further to the collection of all subscriptions. The
Issuer will as soon as practical after the determination of such
amount, publish a notice specifying the relevant amount so
determined.
This notice may be viewed on NATIXIS Equity Solutions website
(www.equitysolutions.natixis.com).
The Notes will be offered in Belgium on the basis of a public offer,
further details of which are set out below.
The offer of the Notes is expected to commence at 9.00 a.m. (CET)
on 4 January 2016 and end at 5.00 p.m. (CET) on 11 February
2016.
The minimum application amount is one (1) Note.
The Issuer has the right to cancel the issuance of the Notes for any
reason whatsoever.
The Notes will be delivered against payment
The Issuer will, as soon as practical after the end of the period of
the offer, publish a Notice specifying the number of Notes to be
issued. This Notice may be viewed on the website of NATIXIS
Equity Solutions (www.equitysolutions.natixis.com).
The offer to the public will take place in Belgium (see Element A.2
of this Summary for further details)
E.4
Interest of natural
and legal persons
involved
in
the
issue/offer
Natixis, as the relevant dealer (the Dealer) may be paid fees in
relation to any issue of Notes under 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
and/or its affiliates in the ordinary course of business.
24
Element
Title
Save for any fees payable to the Authorised Offeror, in an annual
maximum amount equivalent to 1.30% of the nominal amount of
Notes distributed, so far as the Issuer is aware, no person involved
in the offer of the Notes has an interest material to the Offer.
Various entities within the Issuer’s group (including the Issuer) and
affiliates may undertake different roles in connection with the
Notes, including the issuer of the Notes, the Calculation Agent of
the Notes, the issuer, sponsor or calculation agent of the Underlying
Reference(s) and may also engage in trading activities (including
hedging activities) relating to the Underlying Reference and other
instruments or derivative products based on or relating to the
Underlying Reference which may give rise to potential conflicts of
interest.
The Calculation Agent may be an affiliate of the Issuer and
potential conflicts of interest may exist between the Calculation
Agent and holders of the Notes.
The Issuer and its affiliates may also issue other derivative
instruments in respect of the Underlying Reference and may act as
underwriter in connection with future offerings of shares or other
securities relating to an issue of Notes 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.
E.7
Expenses charged to
the investor by the
Issuer or an Offeror
No expenses will be charged to investors by the Issuer or an
Offeror.
25
RISK FACTORS
Prospective purchasers of the Notes should consider carefully, in light of their financial circumstances and
investment objectives, all of the information in this Prospectus (including that incorporated by reference)
and, in particular, the risk factors set forth below in making an investment decision.
The Issuer operates in an environment that presents inherent risks, some of which it cannot control. Material
risks to which the Issuer is exposed are identified below, it being emphasised that it is not an exhaustive list
of all risks taken by the Issuer in relation to its business or in consideration of its environment. The risks set
out below, as well as other currently unidentified risks or which are currently considered immaterial by the
Issuer, may have a material adverse impact on its operations, financial position and/or results.
Prospective investors should have sufficient knowledge and experience in financial and business matters to
evaluate the merits and risks of investing in the Notes as well as access to, and knowledge of, appropriate
analytical tools to evaluate such merits and risk in the context of their financial situation.
RISK FACTORS RELATING TO THE ISSUER
See pages 69 to 98 of the 2014 Issuer Registration Document Update and pages 99 to 176 of the 2014 Issuer
Registration Document incorporated by reference herein for risks related to the Issuer, 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 relating to the Issuer’s
operations and the banking sector.
RISK FACTORS RELATING TO THE NOTES
The Calculation Agent is the same entity as the Issuer
As the Calculation Agent is the same entity as the Issuer, potential conflicts of interest may exist between the
Calculation Agent and the purchasers, including with respect to the exercise of the very broad discretionary
powers of the Calculation Agent. The Calculation Agent has the authority (i) to determine whether certain
specified events and/or matters so specified in the conditions relating to a series of Notes have occurred, and
(ii) to determine any resulting adjustments and calculations as described in such conditions. Prospective
purchasers should be aware that any determination made by the Calculation Agent may have an impact on
the value and financial return of the Notes. Any such discretion exercised by, or any calculation made by, the
Calculation Agent (in the absence of manifest or proven error) shall be binding on the Issuer and all
purchasers of the Notes.
A Noteholder’s effective yield on the Notes may be diminished by the tax impact on that Noteholder of its
investment in the Notes
Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes or
documentary charges or duties in accordance with the laws and practices of the jurisdiction where the Notes
are transferred or other jurisdictions. In some jurisdictions, no official statements of the tax authorities or
court decisions may be available for financial instruments such as the Notes. Potential investors are advised
not to rely upon the tax overview contained, and/or incorporated by reference, in this Prospectus but to ask
for their own tax adviser’s advice on their individual taxation with respect to the subscription, acquisition,
holding, disposal and redemption of the Notes. Only these advisors are in a position to duly consider the
specific situation of the potential investor. This investment consideration has to be read in connection with
the taxation sections of this Prospectus.
26
Modification
The conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters
affecting their interests generally. These provisions permit defined majorities to bind all Noteholders
including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a
manner contrary to the majority.
Change of law
The Notes are governed by English law, in effect as at the date of this Prospectus. No assurance can be given
as to the impact of any possible judicial decision or change to English (or any other relevant) law after the
date of this Prospectus.
All matters relating to title to, and transfer of, and the exercise of certain rights related to, Clearing System
Dematerialised Notes will be governed by the applicable laws of the relevant jurisdiction of, and the rules
and regulations and procedures of, any local clearing system from time to time in which such Notes are
deposited and through which they are issued and cleared. No assurance can be given as to the impact of any
changes in such laws, rules, regulations or procedures after the date of this Prospectus.
French Insolvency Law
Under French insolvency law, holders of debt securities are automatically grouped into a single assembly of
holders (the Assembly) in order to defend their common interests if a safeguard proceeding (procédure de
sauvegarde), an accelerated financial safeguard proceeding (procédure de sauvegarde financière accélérée),
a judicial reorganisation proceeding (procédure de redressement judiciaire) or an accelerated preservation
proceeding (procédure de sauvegarde accélerée) is opened in France with respect to the Issuer.
The Assembly comprises holders of all debt securities issued by the Issuer (including the Notes), whether or
not under a debt issuance programme (such as a Euro Medium Term Note Programme) and regardless of
their governing law.
The Assembly deliberates on the proposed safeguard plan (projet de plan de sauvegarde), accelerated
financial safeguard plan (plan de sauvegarde financière accélérée), judicial reorganisation plan (projet de
plan de redressement) or, as from 1 July 2014, an accelerated preservation proceeding (procedure de
sauvegarde accélerée) applicable to the Issuer and may further agree to:
(i)
increase the liabilities (charges) of holders of debt securities (including the Noteholders) by
rescheduling payments which are due and/or partially or totally writing-off debts;
(ii)
establish an unequal treatment between holders of debt securities (including the Noteholders) as
appropriate under the circumstances; and/or
(iii)
decide to convert debt securities (including the Notes) into securities that give or may give right to
share capital.
Decisions of the Assembly will be taken by a two-third majority (calculated as a proportion of the amount of
debt securities held by the holders attending such Assembly or represented thereat). No quorum is required to
convoke the Assembly.
For the avoidance of doubt, the provisions relating to Meetings of Noteholders described in the Conditions
set out in this Prospectus will only be applicable to the extent they do not conflict with compulsory
insolvency law provisions that apply in these circumstances.
27
EU Savings Directive
Under Council Directive 2003/48/EC on the taxation of savings income (the Savings Directive), Member
States are required to provide to the tax authorities of other Member States details of certain payments of
interest or similar income paid or secured by a person established in a Member State to or for the benefit of
an individual resident in another Member State or certain limited types of entities established in another
Member State.
For a transitional period, Austria is required (unless during that period it elects otherwise) to operate a
withholding system in relation to such payments. The end of the transitional period is 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 Switzerland).
On 24 March 2014, the Council of the European Union adopted a Council Directive (the Amending
Directive) amending and broadening the scope of the requirements described above. The Amending
Directive requires Member States to apply these new requirements from 1 January 2017, and if they were to
take effect the changes would expand the range of payments covered by the Savings Directive, in particular
to include additional types of income payable on securities. The Amending Directive would also expand the
circumstances in which payments must be reported or subject to withholding. This approach would apply to
payments made to, or secured for, persons, entities or legal arrangements (including trusts) where certain
conditions are satisfied, and may in some cases apply where the person, entity or arrangement is established
or effectively managed outside of the European Union.
However, the European Commission has proposed the repeal of the Savings Directive from 1 January 2017
in the case of Austria and from 1 January 2016 in the case of all other Member States (subject to on-going
requirements to fulfil administrative obligations such as the reporting and exchange of information relating
to, and accounting for withholding taxes on, payments made before those dates). This is to prevent overlap
between the Savings Directive and a new automatic exchange of information regime to be implemented
under Council Directive 2011/16/EU on Administrative Cooperation in the field of Taxation (as amended by
Council Directive 2014/107/EU). The new regime under Council Directive 2011/16/EU (as amended) is in
accordance with the Global Standard released by the Organisation for Economic Co-operation and
Development in July 2014. Council Directive 2011/16/EU (as amended) is generally broader in scope than
the Savings Directive, although it does not impose withholding taxes. The proposal also provides that, if it
proceeds, Member States will not be required to apply the new requirements of the Amending Directive.
If a payment were to be made or collected through a Member State which has opted for a withholding system
and an amount of, or in respect of, tax were to be withheld from that payment, neither the Issuer nor any
Paying Agent nor any other person would be obliged to pay additional amounts with respect to any Note as a
result of the imposition of such withholding tax. The Issuer is required to maintain a Paying Agent in a
Member State that is not obliged to withhold or deduct tax pursuant to the Savings Directive.
No gross-up or Issuer tax call
Under the Economic Terms and Conditions of the Notes, all payments in respect of Notes will be made
without withholding or deduction for or on account of taxes imposed by any jurisdiction, unless such
withholding or deduction is required by law. Noteholders’ attention is drawn to the fact that in the event that
any such withholding or deduction is required by law to be made following a change in relevant laws and/or
regulations or the interpretation thereof, neither the Issuer nor any paying agent nor any other person will be
required to pay additional amounts to cover the amounts so withheld or deducted. Any such taxes shall be for
the account of the Noteholders. There is also no right of the Issuer to redeem the Notes early in the event of
such requirement to withhold or deduct.
28
See "Taxation" for a discussion of certain jurisdictions where withholding tax is imposed in certain
circumstances.
The proposed financial transactions tax (FTT)
On 14 February 2013, the European Commission published a proposal (the Commission’s 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).
Under the Commission’s proposal, the FTT could apply in certain circumstances to persons both within and
outside of the participating Member States. Generally, it would apply 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 circumstances,
including (a) by transacting with a person established in a participating Member State or (b) where the
financial instrument which is subject to the financial transaction is issued in a participating Member State.
Joint statements issued by participating Member States indicate an intention to implement the FTT by 1
January 2016 but the EU Economic Affairs Commissioner has acknowledged on 1 September 2015 that this
deadline would likely not be met.
However, the FTT proposal remains subject to negotiation between the participating Member States and the
scope of any such tax is uncertain. Additional EU Member States may decide to participate. Prospective
holders of the Notes are advised to seek their own professional advice in relation to the FTT.
Risks relating to Fund Linked Notes
Exposure to a fund share or unit, which presents similar risks to a direct fund investment, gives rise to the
risk that the amount payable on Fund Linked Notes may be less than the amount payable from a direct
investment in the relevant Fund, as well as extraordinary fund events, which may have an adverse effect on
the value or liquidity of the Notes.
The secondary market generally
Notes may have no established trading market when issued, and one may never develop. If a market does
develop, it may not be liquid. Therefore, investors may not be able to sell their Notes easily or at prices that
will provide them with a yield comparable to similar investments that have a developed secondary market.
This is particularly the case for Notes that are especially sensitive to interest rate, currency or market risks,
are designed for specific investment objectives or strategies or have been structured to meet the investment
requirements of limited categories of investors. These types of Notes generally would have a more limited
secondary market and more price volatility than conventional debt securities. Illiquidity may have a severely
adverse effect on the market value of Notes.
Credit ratings may not reflect all risks
At the date of this Prospectus the long term senior unsecured debt of the Issuer is rated A2 (stable) by
Moody’s Investors Services Inc., A (negative) by Standard and Poor’s Ratings Services and A (stable) by
Fitch Ratings Ltd. The ratings may not reflect the potential impact of all risks related to structure, market,
additional factors discussed above, and other factors that may affect the value of the Notes. A credit rating is
not a recommendation to buy, sell or hold securities and may be revised, suspended or withdrawn by the
rating agency at any time.
29
DOCUMENTS INCORPORATED BY REFERENCE
The following documents which have previously been published and have been filed with the Luxembourg
Stock Exchange shall be incorporated in, and form part of, this Prospectus:

the Base Prospectus (including, without limitation, the Terms and Conditions of the Notes on pages
79 to 119 and the Terms for Fund Linked Notes (single fund) on pages 266 to 292);

the English language press release published on 4 November 2015 relating to the unaudited financial
information of the Issuer for the third quarter ended 30 September 2015 (the Issuer Q3 Press
Release);

the English language version of the update to the 2014 Issuer Registration Document and half-year
financial report of the Issuer for the period ended 30 June 2015 (the 2014 Issuer Registration
Document Update) excluding the statement of Laurent Mignon at page 192;

the English language version of the update to the 2013 Issuer Registration Document and half-year
financial report of the Issuer for the period ended 30 June 2014 (the 2013 Issuer Registration
Document Update), excluding the statement of Laurent Mignon at page 189; and

the English language version of the 2014 Issuer’s Registration Document (the 2014 Issuer
Registration Document) excluding the statement of Laurent Mignon at page 454 and the 2013
Issuer’s Registration Document (the 2013 Issuer Registration Document) excluding the statement
of Laurent Mignon at page 438.
Any statement contained in a document which is deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for the purpose of Prospectus to the extent that a statement contained
herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any
statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this Prospectus.
Copies of documents deemed to be incorporated by reference in this Prospectus may be obtained free of
charge, during usual business hours on any weekday (Saturdays and public holidays excepted) from the date
hereof at the registered office of the Issuer and the specified office of the Paying Agents. Such documents
shall also be available to view on the website of the Luxembourg Stock Exchange (www.bourse.lu).
Annex IV ref: CATEGORY OF INFORMATION
2.
STATUTORY AUDITORS
2.1.
Names and addresses of the Issuer’s auditors for the period covered by the historical financial
information (together with their membership in a professional body).
KPMG Audit (division of KPMG SA, 1 cours Valmy, 92923 Paris-La-Défense, Cedex), Deloitte &
Associés (185 avenue Charles de Gaulle, 92524 Neuilly-sur-Seine, Cedex) and Mazars (61 rue Henri
Régnault, 92075 Paris-La-Défense, Cedex), statutory auditors of the Issuer, have audited and
rendered an unqualified audit report on the accounts of the Issuer for the years ending 31 December
2013 and 31 December 2014. KPMG Audit, Deloitte & Associés and Mazars are members of the
Compagnie Nationale des Commissaires aux Comptes (CNCC) and carry out their duties in
accordance with the principles of Compagnie Nationale des Commissaires aux Comptes (CNCC).
Pages 335 to 336 of the 2013 Issuer Registration Document
30
Pages 197 of the 2014 Issuer Registration Document Update
2.2.
If auditors have resigned, been removed or not been re-appointed during the period covered by the
historical financial information, details if material.
3
SELECTED FINANCIAL INFORMATION
3.1.
Selected historical financial information regarding the issuer, presented, for each financial year for
the period covered by the historical financial information, and any subsequent interim financial
period, in the same currency as the financial information.
Pages 8 and 9 of the 2014 Issuer Registration Document
Pages 45 and 52 of the 2014 Issuer Registration Document Update
3.2.
If selected financial information for interim periods is provided, comparative data from the same
period in the prior financial year must also be provided, except that the requirement for comparative
balance sheet data is satisfied by presenting the year end balance sheet information.
Not Applicable
4.
RISK FACTORS
Prominent disclosure of risk factors that may affect the issuer’s ability to fulfil its obligations under
the securities to investors in a section headed "Risk Factors".
Pages 69 to 98 of the 2014 Issuer Registration Document Update
5.
INFORMATION ABOUT THE ISSUER
5.1.
History and development of the Issuer
5.1.1
The legal and commercial name of the Issuer:
Page 408 of the 2014 Issuer Registration Document
5.1.2
The place of registration of the Issuer and its registration number:
5.1.3
The date of incorporation and the length of life of the Issuer:
5.1.4
The domicile and legal form of the Issuer, the legislation under which the Issuer operates, its country
of incorporation, and the address and telephone number of its registered office (or principal place of
business if different from its registered office):
31
5.1.5
Any recent events particular to the Issuer which are to a material extent relevant to the evaluation of
the Issuer’s solvency:
Not Applicable
5.2.
Investments
5.2.1
A description of the principal investments made since the date of the last published financial
statements
Pages 23 and 24 of the 2014 Issuer Registration Document
Pages 24 and 25 of the 2014 Issuer Registration Document Update
5.2.2
Information concerning the issuer’s principal future investments, on which its management bodies
have already made firm commitments.
Not Applicable
5.2.3
Information regarding the anticipated sources of funds needed to fulfil commitments referred to in
item 5.2.2.
Not Applicable
6.
BUSINESS OVERVIEW
6.1.
Principal activities:
6.1.1
Brief description of the Issuer’s principal activities stating the main categories of products sold
and/or services performed:
6.1.2
Indication of any significant new products and/or activities:
Pages 10 to 25 and 302 of the 2014 Issuer Registration Document
6.2.
Principal markets
Brief description of the principal markets in which the Issuer competes:
Pages 7 and 283 to 287 of the 2014 Issuer Registration Document
6.3.
The basis for any statements in the registration document made by the Issuer regarding its
competitive position:
7.
ORGANISATIONAL STRUCTURE
7.1.
Brief description of the Group and of the Issuer’s position within it:
Pages 4, 5, 7, 8, 417 and 418 of the 2014 Issuer Registration Document
32
7.2.
If the Issuer is dependent upon other entities within the group, this must be clearly stated together
with an explanation of this dependence:
10.
ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES
10.1.
Names, business addresses and functions at the Issuer of the following persons, and an indication of
the principal activities performed by them outside of the Issuer where these are significant with
respect to the Issuer:
Members of the administrative, management or supervisory bodies:
Pages 58 to 67 of the 2014 Issuer Registration Document Update
10.2.
Potential conflicts of interest between any duties to the Issuer of the persons referred to in item 9.1
and their private interests and/or other duties:
11.
BOARD PRACTICES
11.1.
Details relating to the issuer's audit committee, including the names of committee members and a
summary of the terms of reference under which the committee operates.
Pages 34 to 47 and 64 to 66 of the 2014 Issuer Registration Document
Page 67 of the 2014 Issuer Registration Document Update
11.2.
A statement as to whether or not the issuer complies with its country of incorporation’s corporate
governance regime(s).
12.
MAJOR SHAREHOLDERS
12.1.
To the extent known to the Issuer, state whether the Issuer is directly or indirectly owned or
controlled and by whom, and describe the nature of such control, and describe the measures in place
to ensure that such control is not abused:
12.2.
A description of any arrangements, known to the Issuer, the operation of which may at a subsequent
date result in a change of control of the issuer:
13.6.
Legal and arbitration proceedings
Information on any governmental, legal or arbitration proceedings (including any such proceedings
which are pending or threatened of which the Issuer is aware), during a period covering at least the
33
previous 12 months which may have, or have had in the recent past, significant effects on the Issuer
and/or the group’s financial position or profitability, or provide an appropriate negative statement.
14.
ADDITIONAL INFORMATION
14.1.
Share Capital
14.1.1 The amount of the issued capital, the number and classes of the shares of which it is composed with
details of their principal characteristics, the part of the issued capital still to be paid up, with an
indication of the number, or total nominal value, and the type of the shares not yet fully paid up,
broken down where applicable according to the extent to which they have been paid up.
14.2.
Memorandum and Articles of Association.
14.2.1 The register and the entry number therein, if applicable, and a description of the issuer’s objects and
purposes and where they can be found in the memorandum and articles of association.
15.
MATERIAL CONTRACTS
A brief summary of all material contracts that are not entered into in the ordinary course of the
Issuer’s business, which could result in any group member being under an obligation or entitlement
that is material to the Issuer’s ability to meet its obligation to security holders in respect of the
securities being issued.
With regard to the following historical financial information relating to the years 2013 and 2014
regarding the Issuer which have been audited in accordance with IFRS and to the following interim
financial information for the periods ended 30 June 2014 and 30 June 2015, reference is made to the
following pages of the documents incorporated by reference:
Information incorporated by reference
Pages of document incorporated by reference
Issuer unaudited interim consolidated
financial statements for the period ended
30 June 2015
Consolidated Balance Sheet
page 123 of the 2014 Issuer Registration
Document Update
Consolidated Income Statement
Document Update
34
Net Cash Flow Statement
pages 127 to 128 of the 2014 Issuer Registration
Document Update
Notes
Document Update
Free English language translation (prepared
by the Issuer) of the statutory auditor’s
Review Report
Document Update
Statement of Net Income/(Loss), gains and
losses recorded directly in equity
Document Update
Statement of changes in shareholders’ equity
Document Update
Issuer unaudited interim consolidated
financial statements for the period ended
30 June 2014
Document Update
Document Update
Document Update
Notes
Document Update
by the Issuer) of the statutory auditor’s
Review Report
Document Update
Document Update
Issuer audited annual consolidated
financial statements for the financial year
ended 31 December 2014
Document
Document
Document
35
Notes
Document
by the Issuer) of the Statutory auditor’s Audit
Report
Document
Document
Document
Risk Factors relating to the Issuer
Document
Issuer audited annual consolidated
financial statements for the financial year
ended 31 December 2013
Document
Document
losses recorded directly in Equity
Document
Document
Pages 212 to 213 of the 2013 Issuer Registration
Document
Notes
Document
by the Issuer) of the Statutory Auditors’
report on the condensed financial information
Document
The Issuer is responsible for the free English language translation of the Statutory Auditor’s Audit Reports
relating to the Issuer’s audited annual consolidated financial statements for the financial years ended 31
December 2013 and 31 December 2014 and of the Statutory Auditors’ Report relating to the Issuer’s
unaudited consolidated results as at 30 June 2014 and 30 June 2015.
36
The information incorporated by reference that is not included in the cross-reference lists above, is
considered as additional information and is not required by the relevant schedules of the Commission
Regulation (EC) No. 809/2004 of 29 April 2004, as amended from time to time.
Possible disclaimers in the documents incorporated by reference shall be no restriction of the responsibility
statement within the meaning of the Prospectus Act 2005. Information that is marked as "pro forma" in the
documents incorporated by reference is not a pro forma financial information within the meaning of No. 20.2
of Annex I in conjunction with Annex II of the Commission Regulation (EC) No. 809/2004 of 29th April
2004, as amended from time to time.
Any non-incorporated parts of a document referred to herein are either deemed not relevant for an investor or
are otherwise covered elsewhere in this Prospectus.
37
ECONOMIC TERMS AND CONDITIONS
PART A – CONTRACTUAL TERMS
The terms and conditions of the Notes comprise the Terms and Conditions of the Notes contained in the Base
Prospectus incorporated by reference in this Prospectus (the Conditions) as amended and supplemented by
the economic terms and conditions below (the Economic Terms and Conditions). Terms defined in the
Conditions shall have the same meaning in the Economic Terms and Conditions. References in the
Conditions to "applicable Final Terms" shall, for the purposed of the issue of the Notes, be deemed to refer
to the "Economic Terms and Conditions". Terms used herein but not otherwise defined shall have the
meanings ascribed to them in the Conditions.
1.
(i)
Series Number:
67
(ii)
Tranche Number:
1
2.
Specified Currency or Currencies:
3.
Aggregate Nominal Amount:
(i)
Series:
Euro (EUR)
The Aggregate Nominal Amount shall be fixed at
the end of the time period of the offer (as defined in
paragraph 28 below) further to the collection of all
subscriptions. The Issuer will as soon as practical
after the determination of such amount, publish a
Notice specifying the relevant Aggregate Nominal
Amount so determined.
The Notice may be viewed on NATIXIS Equity
Solutions website
(ii)
Tranche:
See (i) above
4.
Issue Price:
102% of the Aggregate Nominal Amount
5.
(i)
Specified Denomination(s):
EUR 1,000
(ii)
Calculation Amount:
EUR 1,000
6.
Issue Date:
16 February 2016
7.
Maturity Date:
16 February 2026
8.
Interest Basis:
Fund Linked Interest
(further particulars specified below)
9.
Redemption/Payment Basis:
Redemption at par
(further particulars specified below)
38
10.
Taxation
For the purposes of the Notes, Condition 8 shall read
as follows:
All payments of principal and interest by, or on
behalf of, the Issuer in respect of the Notes or
Coupons shall be made free and clear of, and
without withholding or deduction for, any taxes,
duties, assessments or governmental charges of
whatever nature imposed, levied, collected, withheld
or assessed by any jurisdiction, unless such
withholding or deduction is required by law
(whether directly by operation of law or through an
agreement of the Issuer or its Agents).
In the event that any such withholding or deduction
is required by law to be made, the Issuer will not be
obliged to pay any additional amounts in relation to
any such withholding or deduction referred to in
Condition 8 and the provisions relating to such
obligation shall be deemed to be deleted. In
addition, all references in the Conditions to
"additional amounts" in such context shall be
deemed to be deleted.
11.
Change of Interest Basis:
Not Applicable
12.
Put/Call Options:
Not Applicable
13.
(i)
Day Count Fraction:
Not Applicable
(ii)
Business Day Convention:
Modified Following Business Day Convention
(iii)
Business Centre(s):
TARGET
(iv)
Business Days for the purpose of TARGET
the Business Day Convention:
14.
Dates of the corporate authorisations for Decision expected to be dated 29 December 2015 of
issuance of the Notes:
a duly authorised person acting pursuant to the
resolution of the Management Board passed on 18
February 2015.
15.
Method of distribution:
Non-syndicated
PROVISIONS RELATING TO INTEREST (IF
ANY) PAYABLE
16.
Fixed Interest Rate Note Provisions
Not Applicable
17.
Floating Rate Note Provisions:
Not Applicable
18.
Zero Coupon Note Provisions:
Not Applicable
39
19.
Structured Note Provisions:
Applicable
(further particulars specified below).
The Interest Amount payable on each Interest Payment Date (t) shall be determined by the
Calculation Agent as at the Valuation Date (t) immediately preceding each Interest Payment Date
(t) as follows:
Denomination × 𝐌𝐢𝐧 (𝟓%; 𝐌𝐚𝐱 (𝟎%; 𝟕𝟎% ×
𝟏
𝑵𝑨𝑽(𝒕)
×(
− 𝟏𝟎𝟎%)))
𝒕
𝑵𝑨𝑽(𝟎)
NAV(t) means the Net Asset Value of the Fund
Share determined on the Valuation Date (t)
t
1
2
3
4
5
6
7
8
9
10
OTHER PROVISIONS
STRUCTURED NOTES
20.
RELATING
NAV(0) means the Net Asset Value of the Fund
Share determined on the Strike Date.
Valuation Date (t)
Interest Payment Date (t)
6 February 2017
16 February 2017
6 February 2018
16 February 2018
6 February 2019
18 February 2019
5 February 2020
17 February 2020
4 February 2021
16 February 2021
4 February 2022
16 February 2022
6 February 2023
16 February 2023
6 February 2024
16 February 2024
5 February 2025
17 February 2025
4 February 2026
16 February 2026
TO
Provisions applicable to Fund Linked Notes Applicable
(single fund):
(i)
Fund:
DWS Concept Kaldemorgen-LC
(ii)
Fund Share(s):
ISIN LU599946893
(iii)
Fund Adviser:
Not Applicable
(iv)
Delivery Agent:
Not Applicable
(v)
Fund Administrator:
State Street Bank Luxembourg SA
(vi)
Fund Service Provider:
Not Applicable
(vii)
Management Company:
DWS Investments
(viii)
Fund Minimum Tradable Quantity:
1 share
(ix)
Initial Price:
See definition in Condition 23(a)
40
(x)
Barrier Price:
Not Applicable
(xi)
Fund Share Performance:
Not Applicable
(xii)
Knock-in Event:
Not Applicable
(xiii)
Knock-out Event:
Not Applicable
(xiv)
Automatic
Event:
(xv)
Range Accrual:
Not Applicable
(xvi)
Strike Date:
16 February 2016
(xvii)
Averaging Dates:
Not Applicable
Early
Redemption
Not Applicable
(xviii) Observation Period(s):
Not Applicable
(xix)
Valuation Dates:
As provided in paragraph 19 above
(xx)
Specific Number(s):
See definition in Condition 23
(xxi)
Valuation Time:
See definition in Condition 23(a)
(xxii)
Redemption by Physical Delivery:
Not Applicable
(xxiii) Exchange Rate:
Not Applicable
(xxiv) Holding Event:
See Condition 23(f)(C)(1)
(xxv)
See Condition 23(a)
Fluctuation Limit:
(xxvi) Extraordinary Event:
See Condition 23(f)(C), except that paragraph
23(f)(C)(2)(i)(d) shall not apply.
(xxvii) Monetisation:
Applicable
(xxviii) Monetisation Formula:
Where R is the Interest Rate and D is the period in
years from the Monetisation Date to the Maturity
Date, or as determined by the Calculation Agent.
For the avoidance of doubt the Noteholders will
receive no less than the amount of the Specified
Denomination in the event of the application of the
Monetisation Formula.
(xxix) Change of Law:
Applicable
(xxx)
Applicable
Fund Hedging Disruption:
(xxxi) Increased Cost of Hedging:
Applicable
(xxxii) NAV Observation Period:
Not Applicable
41
21.
Early Redemption Amount
Early Redemption Amount(s) of each Note
payable on redemption upon the occurrence
of an Event of Default (Condition 10) or an
Illegality Event (Condition 6(c)):
The fair market value of each Note based on the
prevailing market conditions on the date
immediately preceding the date of the Event of
Default or determination of the Illegality Event, as
applicable.
Condition 6(b) (Redemption for taxation reasons)
shall be deemed to be deleted.
GENERAL PROVISIONS APPLICABLE TO THE NOTES
22.
Form of Notes/Certificates:
Bearer Notes
Temporary or permanent Global Note:
Temporary Global Note exchangeable for a
permanent Global Note which is exchangeable for
definitive Notes in the limited circumstances
specified in the permanent Global Note
New Global Note:
No
23.
Additional Business Day Jurisdiction(s)
(Condition 7(i)) or other special provisions
relating to Payment Dates:
Not Applicable
24.
Talons for future Coupons or Receipts to
be attached to Definitive Notes (and dates
on which such Talons mature):
Not Applicable
25.
Redenomination, renominalisation
reconventioning provisions:
Not Applicable
26.
Consolidation provisions:
Not Applicable
27.
Dual Currency Note Provisions:
Not Applicable
28.
Terms and Conditions of the Offer
and
Offer Price:
102% of the Aggregate Nominal Amount
Conditions to which the offer is subject:
The Notes will be offered in Belgium on the basis
of a public offer.
The time period, including any possible
amendments, during which the offer will
be open and description of the application
process:
The offer of the Notes will commence at 9.00 a.m.
(CET) on 4 January 2016and end at 5.00 p.m.
(CET) on 11 February 2016or at such other time in
such earlier other date as the Issuer or the Dealer
may decide in its sole and absolute discretion in
light of prevailing market conditions.
Any person wishing to subscribe for the Notes is
required to complete and duly sign a subscription
order and submit it to the Dealer through the
42
Authorised Offeror.
The Dealer has the right to accept or reject
subscription orders either partially or completely
or to terminate the offer or to extend the period of
the offer independent of whether the intended
volume of the Notes to be placed has been
achieved or not. The Dealer is not required to state
reasons for this.
Details of the minimum and/or maximum
amount of application and description of
the application process:
The minimum application amount is one (1) Note
of EUR 1,000 Specified Denomination.
Description of possibility to reduce
subscriptions and manner for refunding
excess amount paid by applicants:
The Issuer has the right to cancel the issuance of
the Notes for any reason whatsoever. In such case,
the Issuer is not required to state any reasons for
this.
Details of method and time limits for
paying up and delivering securities:
Delivery against payment
Manner and date in which results of the
offer are to be made public:
The Issuer will, as soon as practical after the end
of the period of the offer, publish the Notice
specifying the Aggregate Nominal Amount to be
issued. The Notice may be viewed on the website
of
NATIXIS
Equity
Solutions
Procedure for exercise of any right of preemption, negotiability of subscription
rights and treatment of subscription rights
not exercised:
Not Applicable
Whether tranche(s) have been reserved for
certain countries:
Not Applicable
Process for notification to applicants of
the amount allotted and indication whether
dealing may begin before notification is
made:
Not Applicable
DISTRIBUTION
29.
30.
If syndicated, names and addresses of
Managers and underwriting commitments:
Not Applicable
(i)
Date of Subscription Agreement:
Not Applicable
(ii)
Stabilising Manager(s) (if any):
Not Applicable
If non-syndicated, name and address of
Dealer:
NATIXIS
47, quai d’Austerlitz, 75013 Paris, France
43
31.
Name and address of additional agents
appointed in respect of the Notes:
Calculation Agent:
NATIXIS
Calculation Agent Department
40 avenue des Terroirs de France
75012, Paris
France
32.
Total commission and concession:
Not Applicable
33.
Public Offer
An offer of the Notes may be made by Deutsche
Bank AG, Brussels Branch, Avenue Marnix 13-15,
1000 – Brussels, Belgium (the Authorised
Offeror) other than pursuant to Article 3(2) of the
Prospectus Directive in Belgium (the Public Offer
Jurisdiction) during the period from 9.00 a.m.
(CET) on 4 January 2016 and end at 5.00 p.m.
(CET) on 11 February 2016 (the Offer Period).
See further Paragraph 28 above.
GENERAL
34.
The aggregate principal amount of Notes
issued has been translated into Euro at the
rate of [] producing a sum of:
Not Applicable
35.
Applicable TEFRA exemption:
D Rules
44
PART B – OTHER INFORMATION
1.
2.
LISTING AND ADMISSION TO TRADING
(i)
Listing
Official List of the Luxembourg Stock Exchange
(ii)
Admission to trading:
Application has been made for the Notes to be
admitted to trading on Luxembourg Stock
Exchange’s Regulated Market with effect from
the Issue Date.
(iii)
Estimate of total expenses related to €3,865.00
admission to trading:
RATINGS
Ratings:
3.
The Notes to be issued have not been rated.
NOTIFICATION
The Commission de Surveillance du Secteur Financier in Luxembourg has been requested to provide
the competent authorities in Belgium with a certificate of approval attesting that the Prospectus has
been drawn up in accordance with the Prospectus Directive.
4.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE OFFER
Save for any fees payable to the Authorised Offeror in an annual maximum amount equivalent to
1.30%, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest
material to the Offer.
The purchaser or, if applicable, introducing broker of these securities acknowledges and agrees that
it shall fully disclose to its clients the existence, nature and amount of any commission or fee paid or
payable to it by Natixis (including, if applicable, by way of discount) as required in accordance with
laws and regulations applicable to it, including any legislation, regulation and/or rule implementing
the Markets in Financial Instrument Directive (2004/39/EC) (MiFID), or as otherwise may apply in
any non-EEA jurisdictions.
5.
6.
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i)
Reasons for the offer:
See "Use of Proceeds" section in this Prospectus
(ii)
Estimated net proceeds:
The net proceeds of the issue of the Notes will be
102 per cent. of the Aggregate Nominal Amount of
Notes admitted to trading.
(iii)
Estimated total expenses:
The estimated total expenses that can be determined
as of the Issue Date consisting of listing fees.
FIXED INTEREST
ONLY – YIELD
RATE
NOTES
Indication of yield:
Not Applicable
45
7.
FLOATING RATE NOTES ONLY – HISTORIC INTEREST RATES
Not Applicable
8.
INFORMATION CONCERNING THE UNDERLYING
The final reference price of the underlying:
Net Asset Value of the Fund Share determined on
the Valuation Date (10)
An indication where information about the
past and the future performance of the
underlying and its volatility can be obtained:
Investors may acquire information as they deem
necessary from any prospectus in respect of the
Fund, the annual audited financial statements of the
Fund and such other publicly available information
as they deem appropriate in the conditions set forth
in the Fund Documentation. Such information is
available on the website of the Fund
(www.DWS.de).
Information of the past and future performance of
the Fund may be obtained from the Management
Company in accordance with the conditions set forth
in the Fund Documentation.
Further information about the performance and the
volatility of the Fund may be obtained from the
relevant Bloomberg’s Page.
9.
Where the underlying is a security:
Applicable
(i)
the name of the issuer of the
security:
DWS Concept Kaldemorgen-LC
(ii)
the ISIN (International Security
Identification Number) or other such
security identification code:
LU0599946893
PLACING AND UNDERWRITING
Name and address of the co-ordinator(s) of
the global offer and of single parts of the
offer:
Deutsche Bank AG, Brussels Branch
Avenue Marnix 13-15,
1000 – Brussels
Belgium
Name and address of any paying agents and
depositary agents in each country (in
addition to the Principal Paying Agent):
Not Applicable
Names and addresses of entities agreeing to
underwrite the issue on a firm commitment
basis, and entities agreeing to place the issue
without a firm commitment or under "best
efforts" arrangements:
Not Applicable
46
When the underwriting agreement has been
or will be reached:
10.
Not Applicable
OPERATIONAL INFORMATION
Intended to be held in a manner which
would allow Eurosystem eligibility:
No.
Whilst the designation is specified as "no" at the date
of these Economic Terms and Conditions, should the
Eurosystem eligibility criteria be amended in the
future such that the Notes are capable of meeting
them the Notes may then be deposited with one of
the ICSDs as common safekeeper. Note that this
does not necessarily mean that the Notes will then be
recognised as eligible collateral for Eurosystem
monetary policy and intra day credit operations by
the Eurosystem at any time during their life. Such
recognition will depend upon the ECB being
satisfied that Eurosystem eligibility criteria have
been met.
ISIN:
XS1035525911
Common Code:
103552591
Depositaries:
(i)
Euroclear France to act as Central
Depositary:
No
(ii)
Common Depositary for Euroclear
and Clearstream, Luxembourg:
Yes
Any clearing system(s) other than
Euroclear
and
Clearstream,
Luxembourg and the relevant
identification number(s):
The Notes will settle in Euroclear Bank SA/NV, 1
Boulevard du Roi Albert II, B-1210 Brusssels
(Euroclear)
and
Clearstream,
Luxembourg,
Clearstream Banking, 42 Avenue JF Kennedy, L1855 Luxembourg (Clearstream).
Delivery:
Delivery against payment
Names and addresses of additional
Agents appointed in respect of the
Notes (if any):
See paragraph 33 of Part A above
47
USE OF PROCEEDS
The net proceeds of Notes issued by the Issuer will be used by the Issuer for its general banking purposes,
affairs and business development or for general working capital.
48
DESCRIPTION OF THE ISSUER
Description of the Issuer
The Issuer 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 Code Monétaire et Financier, 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
activities of the Banque Populaire Group and the Caisse d’Epargne Group, the Issuer 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.
The Issuer 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 assets 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 the Issuer).
(A)
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’ Extraordinary General Meetings held on Friday, 31
July 2009.
(B)
Affiliation of the Issuer to BPCE and guarantee and solidarity scheme within Groupe BPCE
With effect as of 31 July 2009 (non-inclusive), the Issuer 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 the Issuer 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.
(C)
Scope
Pursuant to Law no. 2009-715 of 18 June 2009 amending the French Code Monétaire et Financier,
BPCE is designated as the central body of the new cooperative banking group known as Groupe
BPCE, which comprises 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 Code Monétaire et Financier), namely:

the Banques Populaires;

the sociétés de caution mutuelle (mutual guarantee companies);

the Caisses d’Epargne et de Prévoyance (Savings Banks);
49


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 Code Monétaire et Financier), namely:


the credit institutions that were affiliated with BFBP and CNCE as of 31 July 2009,
including particularly:

credit institutions contributed to BPCE, particularly the Issuer

Crédit Foncier de France, Banque Palatine and BPCE International et
Outremer; and

The Caisses Régionales de Crédit Maritime and Société Centrale de Crédit
Maritime referred to in Article L. 512-69 of the French Code Monétaire et
Financier;
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.
(D)
Guarantee and solidarity system
As central body and pursuant to Article L. 511-31 of the French Code Monétaire et Financier, BPCE
is responsible 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 Affiliates.
To this end, BPCE manages an internal solidarity mechanism, benefiting all of the affiliated
Beneficiaries (including the Issuer). Under the guarantee and solidarity system and pursuant to
Article L. 512-107 5° and 6° of the French Code Monétaire et Financier, 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 organise the financial 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 institutions) 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.
(E)
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 Management Board need not seek any approval
50
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 Code Monétaire et Financier, 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:

the fund of the Banques Populaires network;

the fund of the Caisses d’Epargne network; and

the Mutual Guarantee Fund,
collectively the Guarantee Funds.
The Guarantee Funds within BPCE have a total sum of €1.281 billion (as of 31 December 2014) at
their disposal, the amount of which will be increased by an annual top-up (unless it is used for
purposes of providing support). 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 market, 30% of flexible asset allocation).
Eligible debt instruments will have a minimum AA- long term rating or A-1/P-1 short term rating.
(F)
Crisis prevention
BPCE, on account of the powers vested in it as central body, is responsible for preventing that its
Affiliates (among which the Issuer) face liquidity shortages. This important prevention role
materialises by rigorous and frequent monitoring (which can be daily if market conditions command
it) and early intervention in so far as necessary. Thus BPCE holds all necessary powers to avoid the
triggering of the guarantee and solidarity system.
(G)
Available resources to provide financial support to the Issuer if need be
Should the situation of the Issuer 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 request 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 the
Issuer). For the avoidance of doubt, it does not extend to non-French credit institutions or to entities
that are not credit institutions.
51
RECENT DEVELOPMENTS
The share capital of the Issuer was increased on 24 July 2015. As from 24 July 2015, the share capital is
€5,005,004,424 divided into 3,128,127,765 fully paid up shares of €1.60 each.
52
TAXATION
The following is a summary of certain tax considerations relating to the holding of the Notes. It does not
purport to be a complete analysis of all tax considerations relating to the Notes. Prospective purchasers of
Notes should consult their own tax advisers as to which countries’ tax laws could be relevant to subscribing,
acquiring, holding and disposing of Notes and receiving payments of interest, principal and/or other
amounts under the Notes and the consequences of such actions under the tax laws of those countries. This
summary is subject to any change in law that may take effect after such date.
EU Savings Directive
Under Council Directive 2003/48/EC on the taxation of savings income (the Savings Directive), Member
States are required to provide to the tax authorities of other Member States details of certain payments of
interest or similar income paid or secured by a person established in a Member State to or for the benefit of
an individual resident in another Member State or certain limited types of entities established in another
Member State (the Disclosure of Information Method).
For a transitional period, Austria is required (unless during that period it elects otherwise) to operate a
withholding system in relation to such payments (a Source Tax). The end of the transitional period is
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 Switzerland).
On 24 March 2014, the Council of the European Union adopted a Council Directive (the Amending
Directive) amending and broadening the scope of the requirements described above. The Amending
Directive requires Member States to apply these new requirements from 1 January 2017 and if they were to
take effect the changes would expand the range of payments covered by the Savings Directive, in particular
to include additional types of income payable on securities. They would also expand the circumstances in
which payments must be reported or subject to withholding. This approach would apply to payments made
to, or secured for, persons, entities or legal arrangements (including trusts) where certain conditions are
satisfied, and may in some cases apply where the person, entity or arrangement is established or effectively
managed outside of the European Union.
However, the European Commission has proposed the repeal of the Savings Directive from 1 January 2017
in the case of Austria and from 1 January 2016 in the case of all other Member States (subject to on-going
requirements to fulfil administrative obligations such as the reporting and exchange of information relating
to, and accounting for withholding taxes on, payments made before those dates). This is to prevent overlap
between the Savings Directive and a new automatic exchange of information regime to be implemented
under Council Directive 2011/16/EU on Administrative Cooperation in the field of Taxation (as amended by
Council Directive 2014/107/EU). The new regime under Council Directive 2011/16/EU (as amended) is in
accordance with the Global Standard released by the Organisation for Economic Co-operation and
Development in July 2014. Council Directive 2011/16/EU (as amended) is generally broader in scope than
the Savings Directive, although it does not impose withholding taxes. The proposal also provides that, if it
proceeds, Member States will not be required to apply the new requirements of the Amending Directive.
France
Withholding Tax
The following is an overview of certain withholding tax considerations that may be relevant to holders of the
Notes who do not concurrently hold shares of the Issuer. Persons who are in doubt as to their tax position
should consult a professional tax adviser.
53
Payments of interest and other revenues made by the Issuer with respect to the Notes will not be subject to
the withholding tax set out under Article 125 A III of the French Code général des impôts unless such
payments are made outside France in a non-cooperative State or territory (Etat ou territoire non coopératif)
within the meaning of Article 238-0 A of the French Code général des impôts (a Non-Cooperative State). If
such payments under the Notes are made in a Non-Cooperative State, a 75 per cent. withholding tax will be
applicable by virtue of Article 125 A III of the French Code général des impôts (subject to certain exceptions
and to the more favourable provisions of an applicable double tax treaty).
Furthermore, in application of Article 238 A of the French Code général des impôts, interest and other
revenues on such Notes will not be deductible from the Issuer's taxable income if they are paid or accrued to
persons established or domiciled in a Non-Cooperative State or paid in such a Non-Cooperative State (the
Deductibility Exclusion). Under certain conditions, any such non-deductible interest and other revenues
may be recharacterised as constructive dividends pursuant to Articles 109 et seq. of the French Code général
des impôts, in which case such non-deductible interest and other revenues may be subject to the withholding
tax set out under Article 119 bis of the French Code général des impôts, at a rate of 30 per cent. or 75 per
cent. (subject, if applicable, to the more favourable provisions of an applicable tax treaty).
Notwithstanding the foregoing, neither the 75 per cent. withholding tax set out under Article 125 A III of the
French Code général des impôts nor the Deductibility Exclusion will apply in respect of the Notes if the
Issuer can prove that the principal purpose and effect of the issue of the Notes was not that of allowing the
payments of interest or other revenues to be made in a Non-Cooperative State (the Exception). Pursuant to
the Bulletin Officiel des Finances Publiques-Impôts BOI-INT-DG-20-50-20140211, n°550 and 990, BOIRPPM-RCM-30-10-20-40-20140211, n°70 and 80 and BOI-IR-DOMIC-10-20-20-60-20150320, n°10, the
Notes will benefit from the Exception without the Issuer having to provide any proof of the purpose and
effect of the issue of the Notes, if the Notes are:
(i)
offered by means of a public offer within the meaning of Article L.411-1 of the French Code
monétaire et financier or pursuant to an equivalent offer in a State other than a Non-Cooperative
State. For this purpose, an "equivalent offer" means any offer requiring the registration or
submission of an offer document by or with a foreign security market authority; or
(ii)
admitted to trading on a regulated market or on a French or foreign multilateral securities trading
system provided that such market or system is not located in a Non-Cooperative State, and the
operation of such market is carried out by a market operator or an investment services provider, or
by such other similar foreign entity, provided further that such market operator, investment services
provider or entity is not located in a Non-Cooperative State; or
(iii)
admitted, at the time of their issue, to the clearing operations of a central depositary or of a securities
clearing and delivery and payments systems operator within the meaning of Article L.561-2 of the
French Code monétaire et financier, or of one or more similar foreign depositaries or operators
provided that such depositary or operator is not located in a Non-Cooperative State.
The Notes, which will be admitted to listing and to trading on the Luxembourg Stock Exchange, and cleared
through Euroclear and Clearstream, Luxembourg, will fall under the Exception. Consequently, payments of
interest and other revenues made by the Issuer under the Notes are not subject to the withholding tax set out
under Article 125 A III of the French Code général des impôts and the Deductibility Exclusion does not
apply to such payments.
Where the paying agent (établissement payeur) is established in France, pursuant to Article 125 A of the
French Code général des impôts subject to certain limited exceptions, interest and similar income received
by individuals who are fiscally domiciled (domiciliés fiscalement) in France are subject to a 24 per cent.
withholding tax, which is deductible from their personal income tax liability in respect of the year in which
the payment has been made. Social contributions (CSG, CRDS and other related contributions) are also
54
levied by way of withholding tax at an aggregate rate of 15.5 per cent. on such interest and similar income
paid to individuals who are fiscally domiciled (domiciliés fiscalement) in France.
Implementation of the Savings Directive in France
The Savings Directive has been implemented into French law under Article 242 ter of the French Code
général des impôts, which imposes on paying agents based in France an obligation to report to the French tax
authorities certain information with respect to interest payments made to beneficial owners domiciled in
another Member State, including, among other things, the identity and address of the beneficial owner and a
detailed list of the different categories of interest paid to that beneficial owner.
Belgium
The following summary describes the principal Belgian tax considerations with respect to the holding and
selling of Notes. This information is of a general nature and does not purport to be a comprehensive
description of all Belgian tax considerations that may be relevant to a decision to acquire, to hold or to
dispose of the Notes. In some cases, different rules can be applicable.
This summary is based on Belgian tax legislation, treaties, rules, and administrative interpretations and
similar documentation, in force as of the date of the publication of this Prospectus, without prejudice to any
amendments introduced at a later date, even if implemented with retroactive effect.
Each prospective holder of Notes should consult a professional adviser with respect to the tax consequences
of an investment in the Notes, taking into account the influence of each regional, local or national law.
Structured Notes
On 25 January 2013, the Belgian tax authorities issued a circular letter on the Belgian tax treatment of
income from structured securities characterised by an uncertain return on investment due to the variation of
the coupons or the repayment terms at maturity, such as securities whose return is linked to the evolution of
underlying products. According to the circular letter, the transfer of structured securities to a third party
(other than the issuer) results in taxation as interest income of the "pro rata interest", calculated according to
an unclear formula. In addition, any amount paid in excess of the initial issue price upon redemption or
repayment of the structured securities is considered as interest for Belgian tax purposes. It is highly debatable
whether the circular letter is in line with Belgian tax legislation. Furthermore, it is unclear whether the
Belgian tax authorities will seek to apply the principles set out in the circular letter to structured Notes (for
the purposes of this section referred to as Structured Securities).
It is assumed that any gains realised upon redemption or repayment by the relevant Issuer will indeed be
viewed as interest by the Belgian tax authorities (and any such gains are therefore referred to as "interest" for
the purposes of the following paragraphs), but that the effective taxation of the "pro rata interest" in case of
sale to a third party (i.e. a party other than the relevant Issuer) would not be feasible, on the basis that it is
currently impossible to determine the amount of the "pro rata interest".
Belgian resident individuals
Individuals who are Belgian residents for tax purposes, i.e. who are subject to Belgian personal income tax
("Personenbelasting"/"Impôt des personnes physiques"), and who hold Structured Securities as a private
investment, are subject to the following tax treatment in Belgium with respect to the Structured Securities.
Other tax rules apply to Belgian resident individuals who do not hold the Structured Securities as a private
investment.
Payments of interest on the Structured Securities made through a paying agent in Belgium will in principle
be subject to a 25% withholding tax in Belgium (calculated on the interest received after deduction of any
55
non-Belgian withholding taxes). The Belgian withholding tax constitutes the final tax for Belgian resident
individuals. This means that they do not have to declare the interest received on the Structured Securities in
their personal income tax return, provided that Belgian withholding tax was levied on the interest payments.
Nevertheless, Belgian resident individuals may elect to declare interest on the Structured Securities in their
personal income tax return. Also, if the interest is paid outside Belgium without the intervention of a Belgian
paying agent, the interest received (after deduction of any non-Belgian withholding tax) must be declared in
the personal income tax return. Interest income which is declared in this way will in principle be taxed at a
flat rate of 25% (or at the relevant progressive personal income tax rate(s), taking into account the taxpayer’s
other declared income, if this results in lower taxation) and no local surcharges will be due. The Belgian
withholding tax levied may be credited against the income tax liability.
No Belgian withholding tax should apply to the sale of Structured Securities to a third party. Capital gains
realised upon the transfer of the Structured Securities to a third party are in principle tax exempt, unless the
capital gains are speculative or realised outside the scope of the normal management of the taxpayer’s
private estate in which case they may be subject to a 33% Belgian income tax (plus local surcharges). Capital
losses on the Structured Securities are in principle not tax deductible.
Belgian resident companies
Companies that are Belgian residents for tax purposes, i.e., that are subject to Belgian Corporate Income Tax
("Vennootschapsbelasting"/"Impôt des sociétés"), are subject to the following tax treatment in Belgium with
respect to Structured Securities. Different rules apply to companies subject to a special tax regime, such as
investment companies within the meaning of Article 185bis of the Belgian Income Tax Code 1992.
Interest received by Belgian resident companies on the Structured Securities will be subject to Belgian
corporate income tax at the applicable rates (the ordinary corporate income tax rate is 33.99%, but reduced
rates apply to low income companies subject to certain conditions). If non-Belgian withholding tax has been
levied on the interest, a foreign tax credit will be applied against the Belgian tax due. The foreign tax credit
is determined by reference to a fraction where the numerator is equal to the rate of the foreign tax with a
maximum of 15 and the denominator is equal to 100 minus the amount of the numerator (with a number of
additional limitations).
Interest payments on the Structured Securities made through a paying agent in Belgium to Belgian resident
companies will in principle be subject to a 25% withholding tax (calculated on the interest received after
deduction of any non-Belgian withholding taxes). However, an exemption can apply subject to compliance
with certain formalities. Any Belgian withholding tax that has been levied is creditable and refundable in
accordance with the applicable legal provisions.
No Belgian withholding tax should apply to the sale of Structured Securities to a third party. Belgian
resident companies will be subject to Belgian corporate income tax at the applicable rates on the gains
realised on the transfer of the Structured Securities to a third party. The current standard corporate income
tax rate is 33.99%, but reduced rates may apply. Capital losses on the Structured Securities are in principle
tax deductible.
Organisations for Financing Pensions
Belgian pension fund entities that have the form of an Organisation for Financing Pensions (OFP) are subject
to Belgian Corporate Income Tax ("Vennootschapsbelasting"/"Impôt des sociétés"). OFPs are subject to the
following tax treatment in Belgium with respect to the Structured Securities.
Interest received by OFPs on the Structured Securities will in principle not be subject to Belgian Corporate
Income Tax. Any Belgian withholding tax that has been levied is creditable and refundable in accordance
with the applicable legal provisions.
56
realised on the transfer of the Structured Securities to a third party will in principle not be subject to Belgian
Corporate Income Tax. Capital losses on the Structured Securities are in principle not tax deductible.
Belgian resident legal entities
Legal entities that are Belgian residents for tax purposes, i.e. that are subject to Belgian tax on legal entities
("Rechtspersonenbelasting"/"Impôt des personnes morales"), are subject to the following tax treatment in
Belgium with respect to Structured Securities.
Payments of interest on the Structured Securities made through a paying agent in Belgium will in principle
be subject to a 25% withholding tax in Belgium and no further tax on legal entities will be due on the
interest.
However, if the interest is paid outside Belgium without the intervention of a Belgian paying agent and
without the deduction of Belgian withholding tax, the legal entity itself is required to declare and pay the
25% withholding tax to the Belgian tax authorities.
realised on the transfer of the Structured Securities to a third party will in principle not be taxable. Capital
losses on the Structured Securities are in principle not tax deductible.
Belgian non-residents
Interest income on the Structured Securities paid to non-residents of Belgium through a professional
intermediary in Belgium will, in principle, be subject to a 25% withholding tax, but other rates may apply if
the holder of the Structured Securities is resident in a country with which Belgium has concluded a double
taxation agreement and delivers the requested affidavit. If the income is not collected through a financial
institution or other intermediary established in Belgium, no Belgian withholding tax is due.
Non-resident investors who have not allocated the Structured Securities to the exercise of a professional
activity in Belgium through a permanent establishment can also obtain an exemption from Belgian
withholding tax on interest from the Structured Securities paid through a credit institution, a stock market
company or a clearing or settlement institution established in Belgium, provided that they deliver an affidavit
to such institution or company confirming that: (i) they are non-residents; (ii) the Structured Securities are
held in full ownership or in usufruct; and (iii) the Structured Securities are not allocated to the exercise of a
professional activity in Belgium. No other Belgian income tax will be due by these investors.
Non-resident investors who have allocated the Structured Securities to the exercise of a professional activity
in Belgium through a permanent establishment are subject to the same tax rules as Belgian resident
companies (see above).
Savings Directive
The Savings Directive has been implemented in Belgium by the law of 17 May 2004 and applies to interest
paid or attributed as from 1 July 2005.
Individuals not resident in Belgium
Interest paid or collected through Belgium on the Notes and falling under the scope of application of the
Savings Directive will be subject to the Disclosure of Information Method.
57
Individuals resident in Belgium
An individual resident in Belgium will be subject to the provisions of the Savings Directive, if he receives
interest payments from a paying agent (within the meaning of the Savings Directive) established in another
EU Member State, Switzerland, Liechtenstein, Andorra, Monaco, San Marino, Curaçao, Bonaire, Saba, Sint
Maarten, Sint Eustatius (formerly the Netherlands Antilles), Aruba, Guernsey, Jersey, the Isle of Man,
Montserrat, the British Virgin Islands, Anguilla, the Cayman Islands or the Turks and Caicos Islands.
If the interest received by an individual resident in Belgium has been subject to a Source Tax, such Source
Tax does not liberate the Belgian individual from declaring the interest income in the personal income tax
declaration. The Source Tax will be credited against the personal income tax. If the Source Tax withheld
exceeds the personal income tax due, then the excessive amount will be reimbursed, provided it amounts to
at least Euro 2.50.
Tax on stock exchange transactions and tax on repurchase transactions
A tax on stock exchange transactions ("taks op de beursverrichtingen"/"taxe sur les opérations de bourse")
will be levied on the purchase and sale of the Notes on a secondary market through a professional
intermediary in Belgium. The tax is generally due at a rate of 0.09% for transactions in debt instruments and
at a rate of 0.27% for transactions in other securities, with a maximum amount per transaction and per party
of Euro 650 for debt instruments and Euro 800 for other securities. The tax is due separately from each of the
seller/transferor and the purchaser/transferee and is collected by the professional intermediary.
A tax on repurchase transactions ("taks op de reporten"/"taxe sur les reports") at the rate of 0.085% will be
due from each party to any such transaction entered into or settled in Belgium in which a stockbroker acts for
either party, with a maximum amount of Euro 650 per transaction and per party.
However, the taxes referred to above will not be payable by exempt persons acting for their own account,
including investors who are Belgian non-residents provided they deliver an affidavit to the financial
intermediary in Belgium confirming their non-resident status, and certain Belgian institutional investors as
defined in Articles 126.1 2° and 139 of the Code of various duties and taxes ("Code des droits et taxes
divers"/"Wetboek diverse rechten en taksen").
As stated above, the European Commission has published a proposal for a Directive for a common financial
transactions tax (the FTT). The proposal currently stipulates that once the FTT enters into force, the
participating Member States shall not maintain or introduce taxes on financial transactions other than the
FTT (or VAT as provided in the Council Directive 2006/112/EC of November 28, 2006 on the common
system of value added tax). For Belgium, the tax on stock exchange transactions should thus be abolished
once the FTT enters into force. The proposal is still subject to negotiation between the participating Member
States and therefore may be changed at any time.
Luxembourg
The following information is of a general nature and is based on the laws presently in force in Luxembourg,
though it is not intended to be, nor should it be construed to be, legal or tax advice. The information
contained within this section is limited to Luxembourg withholding tax issues and prospective investors in
the Notes should therefore consult their own professional advisers as to the effects of state, local or foreign
laws, including Luxembourg tax law, to which they may be subject.
Please be aware that the residence concept used under the respective headings below applies for
Luxembourg income tax assessment purposes only. Any reference in the present section to a withholding tax
or a tax of similar nature, or to any other concepts, refers to Luxembourg tax law and/or concepts only.
Withholding Tax
58
(i)
Non-resident holders of Notes
Under Luxembourg general tax laws currently in force, there is no withholding tax on payments of principal,
premium or interest made to non resident holders of Notes, nor on accrued but unpaid interest in respect of
the Notes, nor is any Luxembourg withholding tax payable upon redemption or repurchase of the Notes held
by non-resident holders of Notes.
(ii)
Resident holders of Notes
Under Luxembourg general tax laws currently in force and subject to the law of 23 December 2005 as
amended (the Relibi Law) mentioned below, there is no withholding tax on payments of principal, premium
or interest made to Luxembourg resident holders of Notes, nor on accrued but unpaid interest in respect of
Notes, nor is any Luxembourg withholding tax payable upon redemption or repurchase of Notes held by
Luxembourg resident holders of Notes.
Under the Relibi Law payments of interest or similar income made or ascribed by a paying agent established
in Luxembourg to an individual beneficial owner who is a resident of Luxembourg or to a residual entity
(within the meaning of the laws implementing the Council Directive 2003/48/EC of 3 June 2003 on taxation
of savings income in the form of interest payments and ratifying the treaties entered into by Luxembourg and
certain dependent associated territories of EU Member States (the Territories), as amended) established in
an EU Member State (other than Luxembourg) or one of the Territories and securing such payments for the
benefit of such individual beneficial owner will be subject to a withholding tax of 10 per cent. Such
withholding tax will be in full discharge of income tax if the beneficial owner is an individual acting in the
course of the management of his/her private wealth. Responsibility for the withholding of the tax will be
assumed by the Luxembourg paying agent. Payments of interest under the Notes coming within the scope of
the Relibi Law would be subject to a withholding tax at the rate of 10 per cent..
59
TRANSFER RESTRICTIONS
United States
The Notes have not been and will not be registered under the Securities Act and may not be offered or sold
within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions
exempt from the registration requirements of the Securities Act.
The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the
United States or its possessions or to a United States person, except in certain transactions permitted by U.S.
tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue
Code of 1986 and regulations thereunder.
Belgium
No action has been or will be taken in any jurisdiction that would permit a public offering of the securities
described herein, save where explicitly stated in the Prospectus. The securities must be sold in accordance
with all applicable selling restrictions in the jurisdictions in which they are sold.
General
No action has been or will be taken by the Issuer that would, or is intended to, permit a public offering of the
Notes or possession or distribution of this Prospectus or any other offering or publicity material relating to
the Notes in any country or jurisdiction where any such action for that purpose is required.
60
GENERAL INFORMATION
1.
Application has been made to the CSSF to approve this document as a prospectus. Application has
also been made to the Luxembourg Stock Exchange for the Notes to be admitted to trading on the
regulated market, Bourse de Luxembourg, and to be listed on the Official List of the Luxembourg
Stock Exchange. The Luxembourg Stock Exchange is a regulated market for the purposes of the
Markets in Financial Instruments Directive (Directive 2004/39/EC). The estimated total expenses
relating to admission to trading are €3,550.00.
2.
The Issuer has obtained all necessary consents, approvals and authorisations in connection with the
issue of the Notes. The issue of the Notes has been authorised by a decision of the Issuer expected to
be dated 29 December 2015 based on a resolution of its Conseil d’Administration passed on 18
February 2015. The Issuer is a bank under French law and has had its application to be recognised as
a European Authorised Institution approved by the ACPR (autorité de contrôle prudentiel et de
résolution).
3.
Save as set out in the section entitled "Recent Developments", there has been no significant change
in the financial or trading position of the Issuer and/or it and its subsidiaries taken as a whole (the
Group) since 30 June 2015 and there has been no material adverse change in the prospects of the
Group since 31 December 2014.
4.
There have been no significant investments made since 30 June 2015 and there are no future
significant investments to which the Issuer’s management bodies have made a firm commitment.
5.
Except as set out on pages 91 of the 2014 Issuer Registration Document Update and pages 167 to
168 of the 2014 Issuer Registration Document, there are no governmental, legal or arbitration
proceedings pending or, to the Issuer's knowledge, threatened against the Issuer during the 12
months prior to the date hereof which may have or have had in such period a significant effect on the
financial position or profitability of the Issuer and/or the Group.
6.
The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg. The
Common Code for the Notes is 103552591 and the International Securities Identification Number
(ISIN) for the Notes is XS1035525911.
7.
From the date hereof and for so long as this Prospectus remains in effect or any Notes remain
outstanding, copies of the most recently published interim financial statements and annual audited
financial statements of the Issuer and this Prospectus may be obtained and copies of the Agency
Agreement, any amendment or supplement thereto, the constitutive documents (statuts) of the Issuer,
all documents incorporated by reference herein will be available for inspection, at the specified
offices of each of the Paying Agents during normal business hours.
8.
The Issuer's auditors carry out their duties in accordance with the principles of Compagnie Nationale
des Commissaires aux Comptes (CNCC).
9.
The Issuer's registered office telephone number is +33 1 58 32 30 00.
10.
To the knowledge of the Issuer, the duties owed by the members of its Board of Directors do not
give rise to any potential conflicts of interest with such member’s private interests or other duties.
11.
At the date of this Prospectus the long term senior unsecured debt of the Issuer is rated A2 (stable)
by Moody’s Investors 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 Union and is registered under Regulation (EC) No 1060/2009 (as amended).
61
REGISTERED OFFICE OF THE ISSUER
Natixis
30, avenue Pierre Mendès France
75013 Paris
France
FISCAL AGENT, PRINCIPAL PAYING AGENT AND LUXEMBOURG LISTING AGENT
BNP Paribas Securities Services, Luxembourg Branch
33, rue de Gasperich,
L-5826 Hesperange
Grand Duchy of Luxembourg
CALCULATION AGENT
Natixis
Calculation Agent Department
40 avenue des Terroirs de France
75012 Paris
France
CLEARING SYSTEMS
Euroclear Bank S.A./N.V.
1 Boulevard Roi Albert II
B-1210 Brussels
Belgium
Clearstream Banking Société Anonyme
42, Avenue J.F. Kennedy
L-1855 Luxembourg
Grand Duchy of Luxembourg
AUDITORS OF THE ISSUER
KPMG Audit
Département de KPMG SA
1 cours Valmy
92923 Paris la Défense Cedex
France
Mazars
61 rue Henri Regnault
92075 La Défense Cedex
France
Deloitte & Associés
185 avenue Charles de Gaulle
92200 Neuilly sur Seine
France
LEGAL ADVISERS
To the Issuer as to French and English law
To the Issuer as to Belgian law
Allen & Overy LLP
52 avenue Hoche
CS 90005
75379 Paris Cedex 08
France
Allen & Overy LLP
Uitbreidingstraat 72/b3
2600 Antwerp
Belgium
62

PROSPECTUS DATED 29 DECEMBER 2015

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