Supplement No. 1 dated 25 September Certificates NATIXIS STRUCTURED PRODUCTS LIMITED

Transcription

1 Supplement No. 1 dated 25 September 2013 to the BASE PROSPECTUS dated 2 May 2013 for Certificates linked to a share / an index / a fund / a commodity or a basket of shares, indices, funds or commodities and to be issued under a EUR 1,000,000, German Certificate Programme of NATIXIS STRUCTURED PRODUCTS LIMITED (Jersey) Dealer, Arranger and Guarantor: NATIXIS This supplement (the Supplement or the First Supplement ) is supplemental to, and should be read in conjunction with the base prospectus dated 2 May 2013, prepared in relation to the German Certificate Programme of NATIXIS Structured Products Limited ( NATIXIS Structured Products or the Issuer ) (the Base Prospectus ), as approved on 2 May 2013 by the Commission de Surveillance du Secteur Financier (the CSSF ) for the purposes of Article 5 (4) of Directive 2003/71/EC and amendments thereto, including the Directive 2010/73/EU (the Prospectus Directive ) and Article 8 (4) of the Luxembourg Law on Prospectuses for Securities dated 10 July 2005 (the Luxembourg Law ). This Supplement constitutes a supplement for the purposes of Article 16 of the Prospectus Directive and Article 13 of the Luxembourg Law for the purposes of updating certain information contained in the Base Prospectus as described below. The Issuer accepts responsibility for the information contained or incorporated by reference in this Supplement. The Issuer confirms that, having taken all reasonable care to ensure that such is the case, the information contained or incorporated by reference in this Supplement is, to the best of its knowledge, in accordance with the facts and does not omit anything likely to affect the import of such information. This Supplement is not 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 Supplement or any other financial statements should purchase the Certificates. This Supplement is supplemental to, and should be read in conjunction with, the Base Prospectus. Terms defined in the Base Prospectus shall have the same meaning when used in this Supplement. To the extent that there is any inconsistency between (a) any statement in this Supplement and (b) any other statement in or incorporated by reference in the Base Prospectus, the statements in (a) above will prevail. 1

2 In accordance with Article 13 paragraph 2 of the Luxembourg Law, investors who have already agreed to purchase or subscribe for securities of the Issuer before this Supplement is published have the right, exercisable within a time limit of two working days after the publication of this Supplement, to withdraw their acceptances. This Supplement will be published on 25 September 2013 and hence, investors have to make use of their right to withdraw before the end of 27 September This Supplement will be published on the Luxembourg Stock Exchange's website DOCUMENT INCORPORATED BY REFERENCE On 28 August 2013, NATIXIS Structured Products Limited published the unaudited financial statements of NATIXIS Structured Products Limited for the six month period ended 30 June 2013, together with the notes thereto (the NATIXIS SP Interim Financial 2013 ), which have been filed with the CSSF for the purposes of Article 16 of the Prospectus Directive and Article 13 of the Luxembourg Law, and such NATIXIS SP 2013 Interim Financial are incorporated by reference in, and form part of, this Supplement. Copies of these NATIXIS SP 2013 Interim Financial are available free of charge at the specified offices of the Paying Agents, on Natixis s website: and on the Luxembourg Stock Exchange s website: Furthermore, on 22 August 2013, NATIXIS published the Update to the 2012 Registration of NATIXIS in the English language setting out the interim consolidated financial statements of NATIXIS for the half year ended 30 June 2013 (the NATIXIS 2012 Registration Update ) which has been filed with the CSSF for the purposes of Article 16 of the Prospectus Directive and Article 13 of the Luxembourg Law, and such NATIXIS 2012 Registration Update (in the English language version) is incorporated in, and forms part of, this Supplement. Copies of the NATIXIS 2012 Registration Update are available in the French language and English language free of charge at the specified office of the Paying Agent. In addition, the NATIXIS 2012 Registration Update is available on the website of NATIXIS: (under " and for the English language version only on the Luxembourg Stock Exchange s website: CHANGES TO THE BASE PROSPECTUS The Base Prospectus is supplemented as follows: 1. On page 5 of the Base Prospectus under Element B.12, the text is replaced in its entirety by the following: B.12 Selected historical key financial information 1 December 2011, the Issuer s total assets were EUR 1,159,078,274 and as at 31 December 2012, the Issuer s total assets were EUR 951,908, June 2012, the Issuer s total assets were EUR 996,129,374 and as at 30 June 2013, the Issuer s total assets were EUR 1,272,933,223. A statement that there has been no material adverse change in the prospects of the issuer since the date of its last published audited financial as been no significant change in the financial or trading position of the Issuer since 30 June 2013 and there has been no material adverse change in the Issuer s prospects since 31 December

3 statements or a description of any material adverse change 2. On page 7 of the Base Prospectus under Element B.19/B.12, the text is replaced in its entirety by the following: B.19/B.12 Selected historical key financial information A description of significant changes in the financial or trading position subsequent to the period covered by the historical financial information A statement that there has been no material adverse change in the prospects of the Guarantor As at 31 December 2012, NATIXIS total assets were EUR billion. Natixis net revenue for the year ended 31 December 2012 was EUR 6,271 million, its gross operating income was EUR 1,207 million and its net income (group share) was EUR 901 million. As at 31 December 2011, NATIXIS total assets were EUR 508 billion. Natixis net revenue for the year ended 31 December 2011 was EUR 6,759 million, its gross operating income was EUR 1,922 million and its net income (group share) for the year ended 31 December 2011 was EUR 1,562 million. As at 30 June 2013, NATIXIS total assets were EUR 553 billion. Natixis net revenue for the period ended 30 June 2013 was EUR 3,430 million, its gross operating income was EUR 873 million and its net income (group share) was EUR 487 million. As at 30 June 2012, NATIXIS total assets were EUR 562 billion. Natixis net revenue for the period ended 30 June 2012 was EUR 3,244 million, its gross operating income was EUR 737 million and its net income (group share) was EUR 579 million. On 17 February 2013, NATIXIS and Groupe BPCE announced their plan to simplify the structure of NATIXIS: - selling all Cooperative Investment Certificates ( CCIs ) held by Natixis to the Banques Populaire and Caisses d Epargne that issued them, for the price of EUR 12.1 billion in cash. This price has been assessed by independent experts; - repaying the loan covering the CCIs ( P3CI ) and the related lending/borrowing transactions; - carrying out an exceptional distribution of EUR 2 billion; and - replacing the liquidity resulting from the previous actions. The transaction was completed on 6 August The CCIs, having been sold to the Banques Populaire and Caisses d Epargne, are no longer consolidated in the books of Natixis. In addition, the annual general meeting of shareholders of Natixis approved an exceptional distribution of EUR 0.65 per share paid on 19 August As at the date of this Base Prospectus, NATIXIS share capital is EUR 4,960,472,304. Save as set out in the section entitled a description of significant changes in the financial or trading position subsequent to the period covered by the historical financial information above, there has been no significant change in the financial or trading position of NATIXIS since 30 June 2013 and there has been no 3

4 since the date of its last published audited financial statements or a description of any material adverse change material adverse change in the prospects of NATIXIS since 31 December On page 9 of the Base Prospectus under Element B.19/B.17, the text is replaced in its entirety by the following: The long term senior unsecured debt of NATIXIS is rated A2 (stable) by Moody's Investors Services Inc. ("Moody's") 1, 2 A (negative) by Standard and Poor's Ratings Services ("S&P") 3 and A (stable) by Fitch Ratings Ltd. ("Fitch") On page 46 of the Base Prospectus under "3. Selected Financial Information" the following text and the following table are inserted after the table: The following selected interim financial information provides an overview of the financial situation of the Issuer for the periods covered by the historical interim financial information (see subparagraph 7 below) and has been extracted from the interim financial statements of the Issuer as of 30 June 2013 (the "Natixis SP Interim Financial 2013") which were prepared according to the international accounting standards (IFRS) and from the financial statements as of 30 June 2012 which were prepared according to the international accounting standards (IFRS). The following selected interim financial information has been reviewed, but not audited by the auditors of the Issuer: Half year ended 30 June 2013 Half year ended 30 June 2012 Non-current assets EUR 858,433,829 EUR 687,683,739 Current assets EUR 414,499,395 EUR 308,445,635 Total assets EUR 1,272,933,223 EUR 996,129,374 Equity EUR (957,731) EUR (485,138) Liabilities EUR 1,273,890,954 EUR 996,614,512 Total equity and liabilities EUR 1,272,933,223 EUR 996,129,374 Revenue EUR 68,461,980 EUR 86,614,927 Expenses EUR 68,597,759 EUR 86,908,221 Operating profit / (loss) EUR (135,779) EUR (293,294) 5. On page 46 of the Base Prospectus under "6. Litigation" the text is replaced in its entirety by the following: Save as disclosed on pages 183 to 187 of the 2012 Registration and on pages 82 to 83 of 2012 Registration Update incorporated by reference into this Base Prospectus, there are no governmental, legal or arbitration proceedings pending or threatened against NATIXIS Structured Products Limited or NATIXIS during the 12 months prior to the 4

5 date hereof which may have or have had in such period a significant effect, in the context of the issue of the Securities, on the financial position or profitability of NATIXIS Structured Products Limited or NATIXIS. 6. On page 47 of the Base Prospectus under "7. Financial Information" the text is replaced in its entirety by the following: The financial statements of the Issuer as of 31 December 2011 (for the 12-month period from 1 January 2011 to 31 December 2011) and as of 31 December 2012 (for the 12-month period from 1 January 2012 to 31 December 2012) were audited by the auditors (Mazars LLP, Tower Bridge House, St. Katharine s Way, London E1W 1DD) and each contains an unqualified audit report. The interim financial statements of the Issuer as of 30 June 2013 (for the 6-month period from 1 January 2013 to 30 June 2013) have been reviewed, but not audited by the auditors. The financial statements as of 31 December 2011 and as of 31 December 2012 as well as the interim financial statements as of 30 June 2013 were prepared according to the international accounting standards (IFRS) and are incorporated by reference into this Prospectus. 7. On page 47 of the Base Prospectus under "8. Significant changes" the text under the heading "Financial and trading position of the Issuer" is replaced in its entirety by the following: There has been no significant change in the financial or trading position of the Issuer since 30 June On page 47 of the Base Prospectus under "8. Significant changes" the text under the heading "Solvency of the Issuer" is replaced in its entirety by the following: Save as disclosed in the NATIXIS SP Annual Accounts 2012 and the NATIXIS SP Interim Financial 2013, no recent events have taken place which are to a material extent relevant to the evaluation of the the Issuer s solvency. There are no arrangements, known to the Issuer, the operation of which may at a subsequent date result in a change in control of the Issuer. No principal investments have been made by the Issuer since the date of the last published financial statements and no firm commitments on principal future investments have already been made by the Issuer s management bodies. 9. On page 53 of the Base Prospectus the paragraph headed "Financial and trading position of the Guarantor" is replaced in its entirety by the following: Financial and trading position of the Guarantor There has been no significant change in the financial or trading position of the Guarantor since 30 June On page 435 of the Base Prospectus, the bullet point list of documents under "H. DOCUMENTS INCORPORATED BY REFERENCE" is amended by inserting the following bullet points: the Update to the NATIXIS 2012 Registration and Semi Annual Financial (the "NATIXIS 2012 Registration Update"); 5

6 The unaudited interim financial statements of NATIXIS Structured Products Limited for the six months period ended on 30 June 2013 (the "NATIXIS SP Interim Financial 2013"); 11. On pages 436 to 438 of the Base Prospectus, the table headed Annex XI ref: Category of Information is replaced in its entirety by the following table: Annex XI ref: CATEGORY OF INFORMATION 2. STATUTORY AUDITORS 2.1 Names and addresses of NATIXIS 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, Paris-La-Défense, Cedex), Deloitte & Associés (185 avenue Charles de Gaulle, Neuilly-sur- Seine, Cedex) and Mazars (61 rue Henri Régnault, Paris-La-Défense, Cedex), statutory auditors of the Guarantor, have audited and rendered an unqualified audit report on the accounts of the Guarantor for the years ending 31 December 2010 and 31 December KPMG Audit and Deloitte & Associés 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 332 of the NATIXIS 2012 Registration. Names and addresses of the NATIXIS Structured Products Limited s auditors for the period covered by the historical financial information (together with their membership in a professional body). Mazars LLP (Tower Bridge House, St Katherine s Way, London E1W 1DD), which is registered by the Institute of Chartered Accountants in England and Wales to carry out audit work. Pages 5 and 6 of the NATIXIS SP Annual Accounts If auditors have resigned, been removed or not been re-appointed during the period covered by the historical financial information, details if material. Not applicable. 3. RISK FACTORS Prominent disclosure of risk factors that may affect the Guarantor's ability to fulfil its obligations under the securities to investors. Pages 143 to 196 of the NATIXIS 2012 Registration Pages 69 to 90 of the NATIXIS 2012 Registration Update 4. INFORMATION ABOUT NATIXIS 6

7 4.1 History and development of NATIXIS The legal and commercial name of NATIXIS: Page 404 of the NATIXIS 2012 Registration The place of registration of NATIXIS and its registration number: Page 404 of the NATIXIS 2012 Registration The date of incorporation and the length of life of NATIXIS: Page 404 of the NATIXIS 2012 Registration The domicile and legal form of NATIXIS, the legislation under which NATIXIS 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): Page 404 and 464 of the NATIXIS 2012 Registration Any recent events particular to NATIXIS which are to a material extent relevant to the evaluation of the NATIXIS solvency: Page 325 of the NATIXIS 2012 Registration 5. BUSINESS OVERVIEW 5.1. Principal activities: Brief description of the NATIXIS principal activities stating the main categories of products sold and/or services performed: Pages 10 to 36 of the NATIXIS 2012 Registration Indication of any significant new products and/or activities: Pages 10 to 32 and 146 to 148 of the NATIXIS 2012 Registration Brief description of the principal markets in which NATIXIS competes: Pages 158 and 299 to 305 of the NATIXIS 2012 Registration The basis for any statements in the registration document made by the issuer regarding its competitive position: Pages 10 to 32 of the NATIXIS 2012 Registration 6. ORGANISATIONAL STRUCTURE 6.1. Brief description of the Group and of NATIXIS position within it: Pages 4 to 5 and 7 of the NATIXIS 2012 Registration 7

8 6.2 If NATIXIS is dependent upon other entities within the group, this must be clearly stated together with an explanation of this dependence: Pages 236 to 241 and 334 to 344 of the NATIXIS 2012 Registration 9. ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES 9.1. Names, business addresses and functions in NATIXIS of the following persons, and an indication of the principal activities performed by them outside the Guarantor where these are significant with respect to NATIXIS: (a) - members of the administrative, management or supervisory bodies. Pages 73 to 101 of the NATIXIS 2012 Registration Pages 62 to 68 of the NATIXIS 2012 Registration Update 9.2. Potential conflicts of interest between any duties to NATIXIS of the persons referred to in item 9.1 and their private interests and/or other duties: Page 124 of the NATIXIS 2012 Registration 10. MAJOR SHAREHOLDERS 10.1 To the extent known to NATIXIS, state whether NATIXIS 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: Pages 414 to 415 of the NATIXIS 2012 Registration Page 177 of the NATIXIS 2012 Registration Update 10.2 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: Page 416 of the NATIXIS 2012 Registration 11.6 Legal and arbitration proceedings Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the NATIXIS is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past, significant effects on the NATIXIS and/or group s financial position or profitability, or provide an appropriate negative statement Pages 183 to 187 of the NATIXIS 2012 Registration Pages 82 to 83 of the NATIXIS 2012 Registration Update Significant change in the issuer s financial position A description of any significant change in the financial position of the group which has occurred since the end of the last financial period for which either audited financial information or interim financial information have been published, or an appropriate negative statement. 8

9 Pages 3 to 61 of the NATIXIS 2012 Registration Update 12. MATERIAL CONTRACTS A brief summary of all material contracts that are not entered into in the ordinary course of the NATIXIS business, which could result in any group member being under an obligation or entitlement that is material to the NATIXIS ability to meet its obligation to security holders in respect of the securities being issued. Pages 29 to 32 of the NATIXIS 2012 Registration 12.On pages 439 to 441 of the Base Prospectus, the paragraphs and tables beginning with In regard of the following historical financial information relating to the years 2011 and 2012 regarding the Guarantor which have been audited (IFRS), reference is made to the following pages of the documents incorporated by reference: are replaced in their entirety by the following paragraphs and tables: With regards to the following historical financial information relating to the years 2011 and 2012 regarding NATIXIS which have been audited in accordance with IFRS and to the following interim financial information relating to the results for the half year ended 30 June 2013, reference is made to the following pages of the documents incorporated by reference: Information incorporated by reference Risk Factors relating to NATIXIS Pages of document incorporated by reference pages 143 to 196 of the NATIXIS 2012 Registration pages 69 to 90 of the NATIXIS 2012 Registration Update NATIXIS unaudited interim consolidated financial statements for the period ended 30 June 2013 Consolidated Balance Sheet Consolidated Income Statement Statement of Net Income/(loss), gains and losses recorded directly in Equity Statement of changes in shareholders' equity Net Cash Flow Statement Notes page 112 of the NATIXIS 2012 Registration Update page 113 of the NATIXIS 2012 Registration Update page 114 of the NATIXIS 2012 Registration Update page 115 of the NATIXIS 2012 Registration Update pages 116 to 117 of the NATIXIS 2012 Registration Update pages 118 to 174 of the NATIXIS 2012 Registration Update 9

10 Free English language translation (prepared by Natixis) of the Statutory Auditors report on the condensed financial information pages 175 to 176 of the NATIXIS 2012 Registration Update NATIXIS audited annual consolidated financial statements for the financial year ended 31 December 2012 Consolidated Balance Sheet Consolidated Income Statement Net Cash Flow Statement Notes Free English language translation (prepared by NATIXIS) of the Statutory auditor's Audit Report Statement of Net Income/(Loss), gains and losses recorded directly in equity Statement of changes in shareholders' equity pages 218 to 219 of the NATIXIS 2012 Registration page 220 of the NATIXIS 2012 Registration pages 224 to 225 of the NATIXIS 2012 Registration pages 226 to 344 of the NATIXIS 2012 Registration pages 345 to 346 of the NATIXIS 2012 Registration page 221 of the NATIXIS 2012 Registration pages 222 to 223 of the NATIXIS 2012 Registration NATIXIS audited annual consolidated financial statements for the financial year ended 31 December 2011 Balance Sheet Income Statement Net Cash Flow Notes Free English language translation (prepared by NATIXIS) of the Statutory auditor's Audit Report Statement of Net Income/(Loss), gains and losses recorded directly in equity Statement of changes in shareholders' eq- pages 202 to 203 of the NATIXIS 2011 Registration page 204 of the NATIXIS 2011 Registration pages 208 to 209 of the NATIXIS 2011 Registration pages 210 to 333 of the NATIXIS 2011 Registration pages 334 to 335 of the NATIXIS 2011 Registration page 205 of the NATIXIS 2011 Registration pages 206 to 207 of the NATIXIS 2011 Reg- 10

11 uity istration NATIXIS is responsible for the free English language translation of the Statutory auditors Audit Reports relating to the NATIXIS audited annual consolidated financial statements for the financial years ended 31 December 2011 and 31 December 2012 and of the Statutory Auditor s Report relating to NATIXIS unaudited consolidated results as at 30 June With regards to the following historical financial information relating to the year 2011 and 2012 regarding NATIXIS Structured Products Limited which have been audited in accordance with IFRS and to the following interim financial information relating to the results for the six months period ended 30 June 2013 (unaudited), reference is made to the following pages of the documents incorporated by reference: Information incorporated by reference Pages of document incorporated by reference NATIXIS Structured Products Limited audited annual financial statements for the financial year ended 31 December 2012 Balance Sheet relating to the above Income Statement relating to the above Cash Flow Statement relating to the above Changes in Equity Notes relating to the above Audit Report relating to the above Page 9 of the NATIXIS SP Annual Accounts 2012 Pages 7 and 8 of the NATIXIS SP Annual Accounts 2012 Page 10 of the NATIXIS SP Annual Accounts 2012 Page 11 of the NATIXIS SP Annual Accounts 2012 Pages 12 to 29 of the NATIXIS SP Annual Accounts 2012 Pages 5 and 6 of the NATIXIS SP Annual Accounts 2012 NATIXIS Structured Products Limited audited annual financial statements for the financial year ended 31 December 2011 Balance Sheet relating to the above Income Statement relating to the above Cash Flow Statement relating to the above Changes in Equity Page 9 of the NATIXIS SP Annual Accounts 2011 Pages 7 to 8 of the NATIXIS SP Annual Accounts 2011 Page 10 of the NATIXIS SP Annual Accounts 2011 Page 11 of the NATIXIS SP Annual Accounts

12 Notes relating to the above Audit Report relating to the above Pages 12 to 25 of the NATIXIS SP Annual Accounts 2011 Pages 5 to 6 of the NATIXIS SP Annual Accounts 2011 Natixis Structured Products Limited Interim financial statements for the six months period ended 30 June 2013 Statement of Comprehensive Income Statement of Financial Position Statement of Cash flows of Change in Equity Notes to the Interim Financial Directors Report Independent Review Report to Natixis Structured Products Limited Pages 7 and 8 of the 2013 NSP Interim Financial Page 9 of the 2013 NSP Interim Financial Page 10 of the 2013 NSP Interim Financial Page 11 of the 2013 NSP Interim Financial Pages 12 to 29 of the 2013 NSP Interim Financial Pages 2 and 3 of the 2013 NSP Interim Financial Pages 5 and 6 of the 2013 NSP Interim Financial The parts of each of the documents that are not incorporated by reference are either not relevant for the investor (pursuant to article 28.4 of Commission Regulation (EC) No 809/2004 of 29 April 2004) or covered in another part of the Prospectus. Where information or documents incorporated by reference are not included in the above cross-reference list except for the non-incorporated parts and non-incorporated documents, such information or documents are considered as additional information and not required by the relevant schedules of Commission Regulation (EC) No. 809/2004, as amended. Possible disclaimers in the documents incorporated by reference shall be no restriction of the responsibility statement within the meaning of the Luxembourg Law dated 10 July Information that is marked as "pro forma" in the documents incorporated by reference is not pro forma financial information within the meaning of No of Annex I in conjunction with Annex II of the Commission Regulation (EC) No. 809/2004, as amended from time to time. *** 12