DEXIA CREDIT LOCAL

SUPPLEMENT DATED 12 APRIL 2011
TO THE BASE PROSPECTUS DATED 7 JANUARY 2011
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 “Second Supplement”) is supplemental to, and should be read in conjunction
with, the Base Prospectus dated 7 January 2011 as supplemented by the first supplement thereto dated
28 February 2011 (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 7 January 2011, 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 Second 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 Second Supplement. The Issuer
declares that, having taken all reasonable care to ensure that such is the case, the information contained
in this Second 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 Second 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 Second 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 Second Supplement is available on the Luxembourg Stock Exchange’s website: “www.bourse.lu”.
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In accordance with Article 13 paragraph 2 of the Luxembourg Law, investors who have already agreed
to purchase or subscribe before this Second Supplement for securities not yet settled at the date of this
Second Supplement, have the right, exercisable within the time limit of minimum two working days after
the date of this Second Supplement, to withdraw their acceptances.
The Issuer has prepared this Second Supplement for the purpose of updating certain information relating
to the Issuer.
1/ The Issuer published, on its website: “www.dexia-creditlocal.fr“, its 2010 Annual Report (the “2010 Annual
Report”) including the annual financial statements with the Statutory Auditors’ report on the Financial
Statements as at 31 December 2010 (together with the related notes and the Statutory Auditors’ report, the
“31 December 2010 Financial Statements”) which has been filed with the CSSF and such 31 December
2010 Financial Statements are incorporated by reference in, and form part of, this Second Supplement.
The English version of the 2010 Annual Report will be incorporated by reference in the Base Prospectus in
the beginning of May 2011 at the latest.
Copies of the 2010 Annual Report are available in the French language free of charge at the specified offices
of the Paying Agents. In addition, the 2010 Annual Report is available on the Issuer’s website: “www.dexiacreditlocal.fr“ and on the Luxembourg Stock Exchange’s website: “www.bourse.lu”.
The information incorporated by reference above is available as follows:
Information Incorporated by Reference
Reference
31 December 2010 Financial Statements extracted from the 2010 Annual Report
-
Management Report
Pages 14 to 68 of the 2010 Annual Report
-
Consolidated Balance sheet
Pages 94 to 95 of the 2010 Annual Report
-
Non-consolidated Balance sheet
Pages 190 to 192 of the 2010 Annual Report
-
Consolidated Income Statement
Page 96 of the 2010 Annual Report
-
Non-consolidated Income Statement
Page 193 of the 2010 Annual Report
-
Consolidated Net Income and Unrealised or
Deferred Gains and Losses through
Shareholders’ Equity
Consolidated Statement of Changes in
Equity
-
-
Consolidated Cash Flow Statement
-
Notes to
statements
-
Notes to the non-consolidated
financial statements
-
Statutory
Auditors’
Report
consolidated financial statements
-
the
Page 97 of the 2010 Annual Report
Pages 98 to 99 of the 2010 Annual Report
Pages 100 to 101 of the 2010 Annual Report
consolidated
financial
Pages 102 to 185 of the 2010 Annual Report
annual
Pages 194 to 227 of the 2010 Annual Report
the
Pages 186 to 187 of the 2010 Annual Report
Statutory Auditors’ Report on the nonconsolidated annual financial statements
Pages 228 to 229 of the 2010 Annual Report
on
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Any information not listed in the cross reference list but included in the document incorporated by reference
is given for information purpose only.
2/ The section “Risk Factors” in the Summary (pages 7 to 8 of the Base Prospectus) is amended and
replaced by the following:
Risk Factors
There are certain factors that may affect the Issuer’s
ability to fulfil its obligations under Notes issued under the
Programme. These are set out under “Risk Factors”
below and include the following risk factors related to the
Issuer and its industry:
-
Current market volatility and global financial
market developments could have a material
adverse effect on Dexia Crédit Local's business,
financial condition and results of operations;
-
Risks Relating to increased funding costs;
-
Dexia Crédit Local may not be able to downsize
its share in the Dexia Group Legacy Assets
portfolio efficiently;
-
General economic conditions in the markets in
which it operates may have an adverse impact on
Dexia Crédit Local's profitability;
-
Significant interest rate changes could adversely
affect Dexia Crédit Local’s net banking income
and profitability;
-
Dexia Crédit Local could incur significant losses
on its trading and investment activities due to
market fluctuations and volatility;
-
Dexia Crédit Local’s hedging may not prevent
losses;
-
Dexia Crédit Local’s wholesale borrowing costs
and its access to the debt capital markets depend
significantly on its credit ratings;
-
A substantial increase in new provisions or losses
greater than the level of previously recorded
provisions could adversely affect Dexia Crédit
Local’s results of operations and financial
condition;
-
Increasing competition could adversely affect
Dexia Crédit Local’s net banking income and
profitability;
-
Future market conditions may be different from
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those reflected in the management assumptions
and estimates used in the preparation of Dexia
Crédit Local’s financial statements, which may
cause unexpected losses in the future;
-
The profitability and business prospects of Dexia
Crédit Local could be adversely affected by
reputational and legal risk;
-
The ability of Dexia Crédit Local to attract and
retain qualified employees is critical to the
success of its business and failure to do so may
materially affect its performance;
-
It may not be possible to serve process on, or
enforce judgments against, the Issuer in the
United States;
-
Soundness of other Financial Institutions –
counterparty risks;
-
Increased Regulation;
-
Credit Market Exposures; and
-
Assets Originated for Resale or Securitisation.
The Risk Factors also include the following which relate
to the Banking Industry:
-
credit risk;
-
capital adequacy;
-
market risk;
-
structural risks — interest rates, exchange rates
and liquidity; and
-
risk management.
There are also certain factors which are material for the
purpose of assessing the risks associated with Notes
issued under the Programme. These are set out under
"Risk Factors" below and include the following:
- the trading market for debt securities may be volatile
and may be adversely impacted by many events;
- an active trading market for the Notes may not
develop;
- Any early redemption at the option of the Issuer, if
provided for in any Final Terms for a particular issue
of Notes, could cause the yield anticipated by
Noteholders to be considerably less than anticipated;
- a Noteholder’s actual yield on the Notes may be
reduced from the stated yield by transaction costs;
- a Noteholder’s effective yield on the Notes may be
diminished by the tax impact on that Noteholder of its
investment in the Notes;
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- the Maturity Date of Notes may be automatically
extended;
- change in value of Fixed Rate Notes;
- investors will not be able to calculate in advance
their rate of return on Floating Rate Notes;
- zero coupon notes are subject to higher price
fluctuations than non-discounted notes;
- foreign currency notes expose investors to foreignexchange risk;
- holders of Subordinated Notes face a significantly
increased risk that the Notes will not perform as
anticipated;
- investments in Index Linked Notes entail significant
risks and may not be appropriate for investors lacking
financial expertise;
- taxation;
- EU directive on the taxation of savings income; and
- Minimum Denominations.
Please see “Risk Factors” below for further details.
3/ The section “Administrative, Management and Supervisory Bodies” (pages 80 to 84 of the Base
Prospectus) is amended and replaced by the following:
Administrative, Management and Supervisory Bodies
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 Banque
Belgium
•
Director of Dexia BIL
•
Director of InBev
•
Director of UMICORE
•
Director of Lotus Bakeries
•
Director of Trombogenics
•
Director of Novovil
B-1210 Bruxelles
Belgium
5
Members of the Board of
Directors
Principal Occupation/Other Directorships and Business
Experience
Chief Executive Officer
and Member
•
Member of the Management Board of Dexia
•
Permanent Representative of Dexia Crédit Local, member of
the Supervisory Board of Dexia Municipal Agency
•
Permanent Representative of Dexia Crédit Local, Director of
Dexia CLF Banque
•
Permanent Representative of Dexia Crédit Local, member of
SOFCA-GIE
•
Director of Dexia Holdings Inc
•
Director of Dexia FP Holdings Inc
•
Director of Dexia Financial Products 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 Crediop
•
Chairman of the Board of Directors of Dexia Sabadell
•
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
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 Directors 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
•
Partner and legal manager of Casa Déco
•
Director of Château des Deux Rives
•
Chairman of the Board of Directors of Société de Groupe
d’Assurance Mutuelle du Bâtiment et des Travaux Publics
(SGAM BTP)
Alain Clot
Dexia SA – Place Rogier 11
B-1210 Bruxelles
Belgium
Member
Pierre Mariani
9 rue de Berri
75008 Paris
France
6
Members of the Board of
Directors
Principal Occupation/Other Directorships and Business
Experience
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 management 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
•
Co-legal manager of Difrahel
•
Non-voting board member of SICAV BTP Associations
•
Non-voting board member of SICAV BTP Rendements
•
Chairman of the Board of Directors of SICAV BTP Obligations
•
Vice-chairman of the Board of Directors of Société de Groupe
d’Assurance Mutuelle du Bâtiment et des Travaux Publics
(SGAM BTP)
•
Chairman of the Supervisory Board of Caisse de Garantie
Immobilière du Bâtiment
Member
•
Director of Services Conseil Expertises Territoires
Jean-Pierre Brunel
•
226 rue Georges Besse
30000 Nîmes
France
Chairman of the Board of Directors of SA d’HLM Le Nouveau
Logis-Centre Limousin
•
Legal manager of Tradanimes
Member
•
Member of Parliament for Calvados
Philippe Duron
•
Mayor of Caen
33 avenue Kléber
75016 Paris
France
Esplanade Jean-Marie
Louvel
14027 Caen Cedex 09
France
7
Members of the Board of
Directors
Principal Occupation/Other Directorships and Business
Experience
Member
Honorary member of the House of Representatives
Jean-Pol Henry
Rue de la Madeleine 118
6041 Gosselies
Belgium
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 Dexia Financial Products 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
•
Director of Dexia BIL
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 Bank Belgium
•
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
•
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
•
Director of Aquafin NV
•
Director de Vlerick Alumni
•
Member of the Board of Directors of De Warande
•
Member of the Board of Directors of Hogeschool Universiteit
Brussel
Belgium
8
Members of the Board of
Directors
Principal Occupation/Other Directorships and Business
Experience
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 Qualium Investissement
Caisse des Dépôts
•
Member of the Board of Directors of Fonds de Garantie des
Assurances Obligations de Dommages (FGAO)
Member
•
General Counsel of Le Havre
Edouard Philippe
•
Member of the Supervisory Board of Grand Port Maritime du
Havre
4950 Waimes
Belgium
56, rue de Lille
75007 Paris
27, rue de Caligny
76600 Le Havre
Works Council
representatives
Pascal Cardineaud
Isabelle Lourenço
Potential conflicts of interest among members of the Board of Directors
At the date of this Second Supplement, the Issuer is not aware of any conflicts of interest material to the
Notes between the duties of the members of the Board of Directors to Dexia Crédit Local and their private
interests and/or their other duties.
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