dexia credit local - Dexia Crédit Local

SUPPLEMENT DATED 23 SEPTEMBER 2010
TO THE BASE PROSPECTUS DATED 18 DECEMBER 2009
DEXIA CREDIT LOCAL
(société anonyme)
Euro 40,000,000,000
Euro Medium Term Notes
Due from one month from the date of original issue
This supplement (the “Sixth Supplement”) is supplemental to, and should be read in conjunction with,
the Base Prospectus dated 18 December 2009 as supplemented by the first supplement thereto dated
10 February 2010, the second supplement dated 16 March 2010, the third supplement dated 13 April
2010, the fourth supplement dated 17 May 2010 and the Fifth supplement dated 12 August 2010
(together, the “Base Prospectus”) prepared in relation to the €40,000,000,000 Euro Medium Term Note
Programme (the “Programme”) due from one month from the date of original issue of Dexia Crédit Local
(the “Issuer”). On 18 December 2009, the Commission de Surveillance du Secteur Financier (the
“CSSF”) approved the Base Prospectus as a base prospectus for the purposes of Article 5.4 of Directive
2003/71/EC (the “Prospectus Directive”) and Article 8.4 of the Luxembourg Law on prospectuses for
securities dated 10 July 2005 (the “Luxembourg Law”).
This Sixth Supplement constitutes a supplement to the Base Prospectus for the purposes of Article 16 of
the Prospectus Directive and Article 13 of the Luxembourg Law.
The Issuer accepts responsibility for the information contained in this Sixth Supplement. The Issuer
declares that, having taken all reasonable care to ensure that such is the case, the information contained
in this Sixth Supplement is, to the best of its knowledge, in accordance with the facts and does not omit
anything likely to affect the import of such information.
Unless the context otherwise requires, terms defined in the Base Prospectus shall have the same
meaning when used in this Sixth Supplement.
To the extent that there is any inconsistency between (a) any statement in this Supplement or any
statement incorporated by reference into the Base Prospectus by this Supplement and (b) any other
statement in or incorporated by reference into the Base Prospectus, the statements in (a) above will
prevail.
Save as disclosed in this Sixth Supplement, there has been no other significant new factor, material
mistake or inaccuracy relating to information included in the Base Prospectus since the publication of the
Base Prospectus.
The Sixth Supplement is available on the Luxembourg Stock Exchange’s website: “www.bourse.lu”.
1
In accordance with Article 13 paragraph 2 of the Luxembourg Law, investors who have already agreed to
purchase or subscribe before this Sixth Supplement for securities not yet settled at the date of this Sixth
Supplement, have the right, exercisable within the time limit of minimum two working days after the date
of this Sixth Supplement, to withdraw their acceptances.
The Issuer has prepared this Sixth Supplement for the purpose of updating certain information relating to
the Issuer.
1/ The section “Description of the Issuer” in the “Summary” included on pages 6 to 7 of the Base
Prospectus is amended by the deletion of the current wording and its replacement by the following:
Description of Issuer
Dexia Crédit Local is a limited company (société anonyme)
incorporated under French company law having its
registered office in La Défense, France. Dexia Crédit Local is
registered as a company under the number 351804042
Nanterre (Registre du Commerce et des Sociétés). Dexia
Crédit Local is administered by a Board of Directors (conseil
d’administration).
Dexia Crédit Local is a banking institution (établissement de
crédit) established under the French banking law dated 24
January 1984 as amended and supplemented from time to
time (and incorporated in the Code monétaire et financier)
(the “French Banking Law”), being an entity authorised to
carry out banking operations, subject to all of the provisions
of the French Banking Law. One of its main activities is to
provide funding for capital expenditure to government and
public sector entities.
Dexia Crédit Local is part of the Dexia Group.
Dexia Crédit Local specialises in public and project finance
and financial services for local governments. In addition to its
operations in France, Dexia Crédit Local supervises the
activities of its specialised subsidiaries, branches and
representatives in Europe, Eastern Europe, North America,
Australia, Japan and the Middle East. During the first half of
2010, the Group (excluding FSA) raised €35.2 billion on the
long-term markets through public issues, private placements,
retail issues and specific resources.
At 30 June 2010, Dexia Crédit Local had consolidated
assets of €382 billion (compared to €368 billion at 30 June
2009), consolidated customer deposits of €15.7 billion
(compared to €16.5 billion at 30 June 2009) and
shareholders’ equity of € - 1.2 billion (compared to € - 394
million at 30 June 2009). Net income before taxes for the
first half of 2010 was € - 280 million (compared to
€508 million for the first half of 2009). Net income for the first
half of 2010 was € - 190 million (compared to €304 million
for the first half of 2009).
2
2/ The Issuer published, on its website: “www.dexia-creditlocal.fr“, the English version of its 2010 Half
Year Financial Report (the “2010 Half Year Financial Report”) including its half year consolidated
financial statements with the Statutory Auditor’s Review Report on the half year financial statements
from January 1, 2010 to June 30, 2010 (together with the related notes and the Statutory Auditors’
Review Report, the “30 June 2010 Financial Statements”) which has been filed with the CSSF and
such 30 June 2010 Financial Statements are incorporated by reference in, and form part of, this Sixth
Supplement.
Copies of the 2010 Half Year Financial Report are available free of charge at the specified offices of
the Paying Agents. In addition, the 2010 Half Year Financial Report is available on the Issuer’s
website: “www.dexia-creditlocal.fr” and on the Luxembourg Stock Exchange’s website:
“www.bourse.lu”.
The information incorporated by reference above is available as follows:
Information Incorporated by Reference
Reference
30 June 2010 Financial Statements
Half Year Business Report
Consolidated Statement of Income
Pages 1 to 26 of the 2010 Half Year Financial
Report
Pages 27 to 28 of the 2010 Half Year Financial
Report
Page 29 of the 2010 Half Year Financial Report
Consolidated Cash Flow Statement
Page 32 of the 2010 Half Year Financial Report
Changes in Shareholders’ Equity
Page 31 of the 2010 Half Year Financial Report
Net income and unrealised or deferred gains
and losses through shareholders' equity
Notes to the Half Year Condensed
Consolidated Financial Statements
Certification by the person responsible
Page 30 of the 2010 Half Year Financial Report
Statutory Auditors’ Review Report of the half
financial statements from January 1, 2010 to
June 30,2010
Page 43 of the 2010 Half Year Financial Report
Consolidated Balance sheet
Pages 33 to 41 of the 2010 Half Year Financial
Report
Page 42 of the 2010 Half Year Financial Report
“Any information not listed in the cross reference list but included in the document incorporated by
reference is given for information purpose only”
3
3/ The section “Administrative, Management and Supervisory Bodies” (pages 146 to 150 of the Base
Prospectus) is amended by the deletion of the current wording and its replacement by the following:
Dexia Crédit Local is governed by a Chief Executive Officer and a Board of Directors, in accordance
with French law governing French sociétés anonymes.
Members of the Board of
Directors
Principal Occupation/Other Directorships and Business Experience
Chairman
•
Member of the European Parliament
Jean-Luc Dehaene
•
Chairman of the Board of Directors of Dexia SA
Dexia SA – Place Rogier 11
•
Vice-Chairman of the Board of Directors of Dexia Bank Belgium
B-1210 Bruxelles
•
Director of Dexia BIL
•
Director of InBev
•
Director of UMICORE
•
Director of Lotus Bakeries
•
Director of Trombogenics
•
Director of Novovil
Chief Executive Officer
and Member
•
Member of the Management Board of Dexia SA
•
Vice-Chairman of Dexia Crediop
Pascal Poupelle
•
Chairman of the Board of Directors of Dexia Sabadell
•
Permanent Representative of Dexia Credit Local, Member of the
Supervisory Board of Dexia Municipal Agency
•
Permanent Representative of Dexia Credit Local, Director of
Dexia CLF Banque
•
Permanent Representative of Dexia Credit Local, member of
SOFCA-GIE
•
Chairman of the Board of Directors of Dexia Sofaxis
•
Director of Dexia Holdings Inc
•
Director of Dexia FP Holdings Inc
•
Director of HF Services LLC
•
Director of FSA Asset Management LLC
•
Director of FSA Capital Markets Services LLC
•
Director of FSA Capital Management Services LLC
•
Director of Fondation de l’Ecole Polytechnique
•
Chairman of the Management Board and Chief Executive Officer
of Dexia SA
Dexia SA – Place Rogier 11
•
Director of Dexia Bank Belgium
B-1210 Bruxelles
•
Director of Dexia BIL
Belgium
•
Director and chairman of the audit committee of EDF
Belgium
Dexia SA – Place Rogier 11
B-1210 Bruxelles
Belgium
Member
Pierre Mariani
4
Members of the Board of
Directors
Principal Occupation/Other Directorships and Business Experience
Member
•
Chairman of the Fédération Nationale des Travaux Publics
Fédération Nationale des
Travaux Publics represented
by Patrick Bernasconi
•
Chairman of Bernasconi T.P.
•
Chairman of Science et Industrie
•
Chairman of the Board of Directord and Chief Executive Officer
of L’Immobilière des Travaux Publics
•
Director of SMAVIE BTP
•
Permanent Representative of Fédération Nationale des Travaux
Publics, member of the Supervisory Board of BTP Banque
•
Permanent Representative of Fédération Nationale des Travaux
Publics, Vice-Chairman of SMA BTP
•
Co-legal manager of SCI Bernasconi Frères
•
Managing Partner of Casa Déco
•
Director of Château des Deux Rives
Member
•
Chairman of the Fédération Française du Bâtiment
Fédération Française du
Bâtiment represented by
Didier Ridoret
•
Co-legal manager of Elibois SARL
•
Co-legal manager of France Menuisiers SARL
•
Co-legal manager of Menuiseries Niortaises SARL
•
Chief Executive Officer of Ridoret Menuiserie SA
•
Co-legal manager of Roche Alu SARL
•
Co-legal manager of Roche France SARL
•
Co-legal manager of Roche PVC SARL
•
Chief Executive Officer of SAG SAS
•
Co-legal manager of Pont de la Reine SCI
•
Vice-Chairman of the Supervisory Board of BTP Banque SA
•
Permanent Representative of Fédération Française du Bâtiment,
Director, member of the steering committee of Union des caisses
de France du réseau Congés intempérie du BTP
•
Permanent Representative of Fédération Française du Bâtiment,
non-voting board member of ECOFI Investissements SA
•
Permanent Representative of Fédération Française du Bâtiment,
Vice-Chairman of SMA BTP
•
Permanent Representative of Fédération Française du Bâtiment,
Vice-Chairman of SMAVIE BTP
•
Legal manager of Difrahel
•
Non-voting board member of SICAV BTP Obligations
•
Non-voting board member of SICAV BTP Associations
•
Non-voting board member of SICAV BTP Rendements
9 rue de Berri
75008 Paris
France
33 avenue Kléber
75016 Paris
France
5
Members of the Board of
Directors
Principal Occupation/Other Directorships and Business Experience
Member
•
Director of Services Conseil Expertises Territoires
Jean-Pierre Brunel
•
Chairman of the Board of Directors of SA d’HLM Le Nouveau
Logis-Centre Limousin
Member
•
Member of Parliament for Calvados
Philippe Duron
•
Mayor of Caen
•
Honorary Vice Chairman of the House of Representatives
Member
•
Member of the Management Board of Dexia SA
Philippe Rucheton
•
Chairman of the Supervisory Board of Dexia Municipal Agency
Dexia SA – Place Rogier 11
•
Director of Dexia Asset Management Luxembourg
B-1210 Bruxelles
•
Director of Denizbank AS
•
Director of Dexia Holdings Inc
•
Director of Dexia FP Holdings Inc
•
Director of HF Services LLC
•
Director of FSA Asset Management LLC
•
Director of FSA Capital Markets Services LLC
•
Director of FSA Capital Management Services LLC
•
Director of Dexia Insurance Belgium SA
Member
•
Chairman of the Management Board of Arco Group
Francine Swiggers
•
Director of Dexia SA
Group Arco
6 avenue Livingstone
1000 Bruxelles
Belgium
•
Director of Dexia Banque SA
•
Director and Chairman of the Management Board of Arcofin
CVBA
•
Director and Chairman of the Management Board of Arcopar
CVBA
•
Chairman of the Board of Directors and chairman of the
Management Board of Arcoplus CVBA
226 rue Georges Besse
30000 Nîmes
France
Esplanade Jean-Marie
Louvel
14027 Caen cedex 09
France
Member
Jean-Pol Henry
Rue de la Madeleine 118
6041 Gosselies
Belgium
Belgium
6
Members of the Board of
Directors
Principal Occupation/Other Directorships and Business Experience
•
Chairman of the Board of Directors and chairman of the
Management Board of Arcosyn BV
•
Director of Auxipar NV
•
Chairman of the Board of Directors of Interfinance CVBA
•
Director of Sofato
•
Chairman of the Board of Directors of Procura
•
Director of VDK - Caisse d’Épargne
•
Member of the Board of Directors of De Warande
•
Member of the Board of Directors of Hogeschool Universiteit
Brussel
Member
•
Director of Centre Hospitalier Chrétien
René Thissen
Rue de Bouhémont 23,
•
Director of Unio Bruxelles ASBL
•
Chairman of the Board of Directors of Société Wallonne des Eaux
•
Chairman of the Board of Directors of SAGIMA SA
Member
•
Member of the Board of Directors of CDC Entreprises
Julien Brami
•
Member of the Board of Directors of CDC Capital Investissement
Caisse des Dépôts
•
Member of the Board of Directors of Fonds de Garantie des
Assurances Obligations de Dommages (FGAO)
•
Director of Global Seguros
•
Director of Global Vida
•
General Counsel of Le Havre
4950 Waimes
Belgium
56, rue de Lille
75007 Paris
Member
Edouard Philippe
27, rue de Caligny
76600 Le Havre
Works Council
representatives
Pascal Cardineaud
Valérie Hudé
4/ On page 167 of the Base Prospectus, the section “Recent Developments” is completed by the
following information:
The following is a press release of Dexia SA dated 15th September 2010:
Dexia continues its commercial deployment and cost-cutting plan
7
Dexia’s European Works Council met in Brussels on 15th September 2010 to review the transformation
plan defined and launched in November 2008.
Over the past two years Dexia has implemented the measures essential for rebuilding its financial position,
exceeding the targets initially set. In particular, this has included the disposal of its credit enhancement
business in the United States (FSA), as well as cutting back on its portfolios and reducing its short-term
funding needs. These achievements have enabled the Dexia Group to regain its financial independence,
including its withdrawal from the State guarantee scheme in June 2010.
At the same time, Dexia has also been investing since 2009 to preserve and develop its commercial
franchises. Among other measures, Dexia has begun an investment programme of 360 million EUR in its
distribution network in Belgium, aimed at increasing revenue substantially.
Finally, the Dexia Group is continuing the implementation of its cost-reduction programme. Savings of 360
million EUR were already achieved in 2009.
Dexia management presented new restructuring and cost-reduction measures to the European Works
Council today. These measures will enhance the Group’s integration and enable further savings of 160
million EUR, to be achieved in particular through pooling or optimisation measures targeting principally IT
functions, the procurement policy and market activities. 55% of the savings will relate to the company’s
operating overheads, and they will be primarily focused on non-commercial positions.
The measures presented will result in a reduction of 665 FTE positions, broken down into 385 in Belgium,
70 in France, 140 in Luxembourg and 70 in Dexia’s international operations. Details of the planned job cuts
will be presented from today onwards to the local works councils at the group’s various entities. In total, the
measures adopted since the transformation plan was implemented will have a balanced impact across the
various employment areas of the Dexia Group.
This further part of Dexia’s cost-cutting plan announced in the autumn of 2008, combined with the
measures already undertaken, makes the group confident in its ability to achieve its cost-cutting target of
600 million EUR by 2011.
This new phase of the transformation plan will be conducted transparently and in compliance with the social
dialogue that has always prevailed at Dexia. And as Dexia has always done in the past, the main objective
is to avoid forced redundancies.
8