FOURTH SUPPLEMENT TO THE BASE PROSPECTUS DATED 24 SEPTEMBER 2009

Transcription

1 FOURTH SUPPLEMENT TO THE BASE PROSPECTUS DATED 24 SEPTEMBER 2009 CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (a limited liability company incorporated in France as a "Société Anonyme", governed by a Board of Directors, registered at the "Registre du Commerce et des Sociétés de Nanterre" under the reference SIREN , having its registered office at 9 quai du Président Paul Doumer, Paris La Défense Cedex, France) and CREDIT AGRICOLE CIB FINANCIAL PRODUCTS (GUERNSEY) LIMITED (incorporated in Guernsey) and CREDIT AGRICOLE CIB FINANCE (GUERNSEY) LIMITED (incorporated in Guernsey) and CREDIT AGRICOLE CIB FINANCIAL SOLUTIONS (incorporated in France) 40,000,000,000 Structured Euro Medium Term Note Programme unconditionally and irrevocably guaranteed by CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK This supplement (the Fourth Supplement or the Supplement) is supplemental to, and should be read in conjunction with, the base prospectus dated 24 September 2009 (the Base Prospectus), the first Supplement dated 17 November 2009 (the First Supplement), the second Supplement dated 8 February 2010 (the Second Supplement) and the third Supplement dated 15 February 2010 (the Third Supplement and, when taken together with the Fourth Supplement, the Supplements) in relation to the 40,000,000,000 Structured Euro Medium Term Note Programme of Crédit Agricole Corporate and Investment Bank, Crédit Agricole CIB Financial Products (Guernsey) Limited, Crédit Agricole CIB Finance (Guernsey) Limited and Crédit Agricole CIB Financial Solutions (each an Issuer and together the Issuers). Unless the context otherwise requires, terms defined in the Base Prospectus have the same meaning when used in this Supplement. On 24 September 2009, the Commission de Surveillance du Secteur Financier (the CSSF) approved the Base Prospectus as a base prospectus for the purposes of Directive 2003/71/EC and the Luxembourg Law on prospectuses for securities dated 10 July This Fourth Supplement constitutes a supplement to the Base Prospectus for the purposes of article 13 of Chapter 1 of Part II of the Luxembourg Act dated 10 July 2005 on prospectuses for securities (the Prospectus Act). Each of Crédit Agricole Corporate and Investment Bank (in respect of itself and Crédit Agricole CIB Financial Products (Guernsey) Limited, Crédit Agricole CIB Finance (Guernsey) Limited and Crédit Agricole CIB Financial Solutions) and Crédit Agricole CIB Financial Products (Guernsey) Limited, Crédit Agricole CIB Finance (Guernsey) Limited and Crédit Agricole CIB Financial Solutions (in respect of themselves) accepts responsibility for the information contained in this Supplement. To the best of the knowledge of Crédit Agricole Corporate and Investment Bank, Crédit Agricole CIB Financial Products (Guernsey) Limited, Crédit Agricole CIB Finance (Guernsey) Limited and Crédit Agricole CIB Financial Solutions (who have taken all reasonable care to ensure that such is the case) the information contained herein is in accordance with the facts and does not omit anything likely to affect the import of such information. 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 in the Base Prospectus, the statements in (a) above will prevail. Save as disclosed in any of the Supplements, there has been no significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus since the publication of the Base Prospectus. In accordance with Article 13 paragraph 2 of the Prospectus Act, investors who have already agreed to purchase or subscribe for the Notes before this Supplement is published have the right, exercisable before the end of the period of two 1

2 working days beginning with the working day after the date on which this Supplement was published, to withdraw their acceptances. This Supplement has been produced for the purposes of: I. making certain modifications to (A) the terms and conditions of the Notes to amend the provisions governing purchases of any Notes issued under the Programme by an Issuer, the Guarantor or any of their Subsidiaries and (B) the relevant sections of the Base Prospectus relating to the description of the taxation regime applicable to Notes issued under the Programme after the date hereof to take account of Article 22 of the French loi de finances rectificative pour 2009 n 3 (n dated 30 December 2009) and the ruling (rescrit) n 2010/11 (FP and FE) of the French tax authorities dated 22 February 2010, as described hereafter; II. incorporating by reference Credit Agricole Corporate and Investment Bank Shelf Registration Document 2009 (French version) III. amending the Summary of the Programme accordingly This Supplement which incorporates by reference the Shelf Registration Document 2009 in French is intended for notification to France and Belgium. Copies of this Supplement, the Base Prospectus and any documents incorporated by reference herein and therein can be obtained from the registered office of Crédit Agricole Corporate and Investment Bank and the specified office of the Principal Paying Agent for the time being and are published on the Luxembourg Stock Exchange s website: and Crédit Agricole Corporate and Investment Bank s website: Arranger and Dealer CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK Crédit Agricole Securities Asia B.V., Tokyo Branch Dealers Crédit Agricole Securities (USA) Inc. The date of this Supplement is 31 March 2010 Crédit Lyonnais 2

3 I. AMENDEMENT OF THE TERMS AND CONDITIONS AND OF THE DESCRIPTION OF THE TAXATION A. PURCHASES TERMS AND CONDITIONS OF THE NOTES The first paragraph of Condition 7.10 of the Terms and Conditions of the Notes as set forth on page 143 of the Base Prospectus is deemed to be deleted in its entirety and replaced with the following: "The Issuer, the Guarantor and any of their Subsidiaries may at any time purchase Notes (provided that, in the case of Definitive Bearer Notes, all unmatured Receipts, Coupons and Talons appertaining thereto are purchased therewith) at any price in the open market or otherwise. Notes purchased by or on behalf of the Issuer may, at the option of the relevant Issuer, be surrendered to a Paying Agent and/or Registrar for cancellation or may be held or resold, subject to and in accordance with applicable law." Concurrently with the publication of this Supplement, the Issuers and the Guarantor have entered into an agreement supplemental to the Agency Agreement for the purpose of amending the Terms and Conditions as described above in respect of Notes issued on or after the date hereof or related Coupons or Receipts and which are not to be consolidated (assimilables for the purpose of French law) and form a single series with Notes issued before the date hereof. Such supplemental agency agreement is available for inspection in the same manner as the Agency Agreement as described in "Documents Available" of section entitled "General Information" set forth on pages 278 to 279 of the Base Prospectus. 3

4 B. FRENCH TAXATION TERMS AND CONDITIONS OF THE NOTES The 4th paragraph of Condition 1.2 of the Terms and Conditions of the Notes set out on page 114 of the Base Prospectus is deemed to be deleted and replaced by the following: "References to DTC and/or Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms. All Notes issued by Crédit Agricole Corporate and Investment Bank or Crédit Agricole CIB Financial Solutions will be admitted upon issuance to a Relevant Clearing System. Relevant Clearing System means a central depositary or a securities clearing and delivery and payments systems operator within the meaning of Article L of the French Code monétaire et financier, or of one or more similar non-french depositaries or operators provided that such depositary or operator is not located in a non-cooperative State or territory (Etat ou territoire non-coopératif) within the meaning of Article A of the French Code general des impôts." 4

5 TAXATION The section Taxation in France, as set out on page 251 of the Base Prospectus is deleted in its entirety and replaced with the following: "The descriptions below are intended as a basic summary of certain tax consequences in relation to the ownership of the Notes under current French law. Persons who are in any doubt as to their tax position should consult a professional tax adviser. Withholding tax Notes issued by Crédit Agricole Corporate and Investment Bank or Crédit Agricole CIB Financial Solutions Following the introduction of the French loi de finances rectificative pour 2009 n 3 (n dated 30 December 2009) (the Law), payments of interest and other revenues made by Crédit Agricole Corporate and Investment Bank or Crédit Agricole CIB Financial Solutions, in each case as Issuer, with respect to Notes issued on or after 1 March 2010 (other than Notes (as described below) which are consolidated (assimilables for the purpose of French law) and form a single series with Notes issued prior to 1 March 2010 having the benefit of Article 131 quater of the French Code général des impôts) 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 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 50 % withholding tax will be applicable (subject to certain exceptions and to the more favourable provisions of any applicable double tax treaty) by virtue of Article 125 A III of the French Code général des impôts. Furthermore, interest and other revenues on such Notes may no longer be deductible from the Issuer's taxable income, as from the fiscal years starting on or after 1 January 2011, if they are paid or accrued to persons established or domiciled in a Non-Cooperative State or paid in such a Non-Cooperative State. Under certain conditions, any such non-deductible interest and other revenues may be recharacterised as constructive dividends pursuant to Article 109 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 25% or 50%. Notwithstanding the foregoing, the Law provides that neither the 50% withholding tax set out under Article 125 A III of the French Code général des impôts nor the non-deductibility will apply in respect of a particular issue of Notes if the relevant Issuer can prove that the principal purpose and effect of such issue of 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 ruling (rescrit) n 2010/11 (FP and FE) of the French tax authorities dated 22 February 2010, an issue of Notes will benefit from the Exception without the relevant Issuer having to provide any proof of the purpose and effect of such issue of Notes, if such Notes are: (i) (ii) (iii) offered by means of a public offer within the meaning of Article L 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 securities market authority; or 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 admitted, at the time of their issue, to the clearing operations of a Relevant Clearing System (as defined in Condition 1.2). 5

6 All Notes issued by Crédit Agricole Corporate and Investment Bank or Crédit Agricole CIB Financial Solutions will be admitted upon issuance to the clearing operations of a Relevant Clearing System. Notes issued by Crédit Agricole Corporate and Investment Bank or Crédit Agricole CIB Financial Solutions before 1 March 2010 and Notes issued from 1 March 2010 which are consolidated (assimilables for the purpose of French law) with Notes issued before 1 March 2010 Payments of interest and other revenues made by Crédit Agricole Corporate and Investment Bank or Crédit Agricole CIB Financial Solutions, in each case as Issuer, with respect to Notes issued from 1 March 2010 and which are consolidated (assimilables for the purpose of French law) and form a single series with Notes issued before 1 March 2010 with the benefit of Article 131 quater of the French Code général des impôts, will be exempt from the withholding tax set out under Article 125 A III of the French Code général des impôts. Notes issued before 1 March 2010, whether denominated in Euro or in any other currency, and constituting obligations under French law, or titres de créances négociables within the meaning of rulings (rescrits) n 2007/59 (FP) and n 2009/23 (FP) of the French tax authorities dated 8 January 2008 and 7 April 2009, respectively, or other debt securities issued under French or foreign law and considered by the French tax authorities as falling into similar categories, are deemed to be issued outside the Republic of France for the purpose of Article 131 quater of the French Code Général des Impôts, in accordance with Circular 5 I of the French tax authorities dated 30 September 1998 and the aforementioned rulings (rescrits) n 2007/59 (FP) and n 2009/23 (FP). In addition, interest and other revenues paid by the relevant Issuer on Notes issued from 1 March 2010 and which are to be consolidated (assimilables for the purpose of French law) and form a single series with Notes issued before 1 March 2010 will not be subject to the withholding tax set out in Article 119 bis of the French Code général des impôts solely on account of their being paid in a Non-Cooperative State or accrued or paid to persons established or domiciled in a Non- Cooperative State. EU Savings Directive The EC Council directive 2003/48/EC on the taxation of savings income has been implemented into French law under Article 242 ter of the French Code général des impôts." 6

7 SUBSCRIPTION AND SALE In respect to Notes issued by Crédit Agricole Corporate and Investment Bank or Crédit Agricole CIB Financial Solutions, the section "Subscription and Sale France", as set out on pages 272 and 273 of the Base Prospectus is deleted in its entirety and replaced with the following: "Each of the Dealers and the Issuer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that, in respect of Notes issued by Crédit Agricole Corporate and Investment Bank or Crédit Agricole CIB Financial Solutions: (a) (b) Offer to the public in France it has only made and will only make an offer of Notes to the public in France in the period (i) beginning (A) when a prospectus in relation to those Notes has been approved by the Autorité des marchés financiers (AMF), on the date of its publication or (B) when a prospectus has been approved by the competent authority of another Member State of the European Economic Area which has implemented the EU Prospectus Directive 2003/71/EC, on the date of notification of such approval to the AMF and (ii) ending at the latest on the date which is 12 months after the date of approval of such prospectus all in accordance with Articles L and L of the French Code monétaire et financier and the Règlement général of the AMF; or Private placement in France it has not offered or sold and will not offer or sell, directly or indirectly, Notes (in the case of Notes admitted to trading on Euronext Paris S.A., in connection with their initial distribution) to the public in France, and has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, the Base Prospectus, the relevant Final Terms or any other offering material relating to the Notes, and such offers, sales and distributions have been and will be made in France only to (i) providers of investment services relating to portfolio management for the account of third parties, and/or (ii) qualified investors (investisseurs qualifiés) other than individuals all as defined in, and in accordance with, articles L.411-1, L.411-2, D to D of the French Code monétaire et financier." 7

8 II. SHELF REGISTRATION DOCUMENT 2009 (French version) Credit Agricole Corporate and Investment Bank Shelf Registration Document 2009 is added to the list of documents incorporated by reference mentioned on page 29 of the Base Prospectus and is published on the Luxembourg Stock Exchange website (Annex XI of Regulation EC 809/2004) Page number 1. Person responsible Statutory auditors Risk factors 4. Information about the issuer 4.1 History and development of the issuer 5. Business overview 68 to to à ; ; Principal activities 13 to to Principal markets 6. Organisational structure Brief description of the group and the issuer's position within the group 2 à Dependence relationships within the Group 7. Recent trends Administrative, management and supervisory bodies 9.1 Information concerning members of the administrative and management bodies 43 to Conflicts of interest in the administrative, management and supervisory bodies Major shareholders Financial information concerning the issuer s assets and liabilities, financial position and profits and losses 11.1 Historical financial information: - Consolidated Balance Sheet 133 to Consolidated Income Statement Consolidated Cash Flow Statement 136 to Consolidated Financial statements - Notes to the consolidated financial statements 138 to Auditing of historical annual financial statements 202 to to Dates of the most recent financial disclosures Legal and arbitration proceedings Significant change in the issuer s financial or commercial position Material contracts Documents on display 245 Any information not listed in the cross reference list but included in the document incorporated by reference is given for information purpose only. 8

9 III. AMENDMENT TO THE SUMMARY OF THE PROGRAMME (PAGES 7 TO 15 OF THE BASE PROSPECTUS) Section entitled Issuers: Crédit Agricole Corporate and Investment Bank is amended as follows (page 7): / As of 31 December 2009, Crédit Agricole Corporate and Investment Bank staff was 14,333 in its fully consolidated companies. / Selected financial information Millions euros 31/12/ /12/2008 Total Balance Sheet 712, ,471 (a) Fund for general banking risks - - (b) Minority interests (c) Shareholders equity (Group share) and shareholder advances 13,499 13,403 Total a+b+c 14,409 14,233 Net income for the year (292) (1,477) Group share (331) (1,540) Minority interests