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«of shares, indices, funds or commodities and to be issued under a EUR 1,000,000,000.00 German Certificate Programme (the “Programme”) of NATIXIS ...»

-- [ Page 1 ] --

BASE PROSPECTUS

dated 15 April 2014

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 1,000,000,000.00 German Certificate Programme (the “Programme”)

of

NATIXIS STRUCTURED ISSUANCE SA

(a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 51, avenue J.F. Kennedy, L-1855 Luxembourg and registered with the Luxembourg trade and companies register under number B.182.619 ) (the “Issuer”)

Dealer, Arranger and Guarantor:

NATIXIS

Notice:

The Certificates described in this base prospectus for the purpose of Article 5.4 of Directive 2003/71/EC, as amended (“Prospectus Directive”) (the “Base Prospectus” or “Prospectus”) have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and are subject to certain requirements under U.S. tax law. Apart from certain exceptions, the Securities may not be offered, sold or delivered within the United States of America or to a U.S. person.

Application has been made for Certificates to be listed on the official list (cote officielle) of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange, which is a regulated market for the purposes of the Directive 2004/39/EC, as amended, or on the Euro MTF market of the Luxembourg Stock Exchange, which is not a regulated market for the purposes of the Directive 2004/39/EC, as amended.

The Programme provides that Certificates may be listed on other or further stock exchanges and may also be unlisted. The relevant final terms in respect of the issue of any Certificates will specify whether or not such Certificates will be listed on the Luxembourg Stock Exchange or any other stock exchange.

TABLE OF CONTENTS

A. SUMMARY

B. RISK FACTORS

I. General Information

II. Risk Factors relating to the Issuer

III. Risks Factors relating to the NATIXIS Guarantee and the Guarantor

IV. Risks Factors relating to the Certificates

C. GENERAL INFORMATION

I. General Notice

II. General Description of the Programme

III. General Description of the Certificates

IV. Issuance of the Certificates

V. Consent to Use of Prospectus

VI. Listing and Admission to Trading

VII. Persons Responsible

VIII. Selling Restrictions

IX. Availability and Use of the Prospectus

X. Certificateholder Meetings

XI. Information obtained from Third Parties

XII. Currencies

D. INFORMATION REGARDING THE ISSUER, THE GUARANTOR AND THE GUARANTEE 42

I. Information regarding the Issuer

II. Information regarding the Guarantee

III. Information regarding the Guarantor

E. TAXATION

I. Luxembourg Taxation

II. Italian Taxation

III. Taxation in Germany

F. FORM OF FINAL TERMS

G. CERTIFICATE TERMS

1 Form, Denomination and Redenomination

2 Status

3 Negative Pledge

4 Interest and Other Calculations

5 Redemption, Purchase and Options

6 Payments

7 Taxation

8 Prescription

9 Events of Default

10 Meeting of Certificateholders and Modifications

11 Calculation Agent and Paying Agents

12 Further Issues

13 Notices and Declarations

14 Substitution

15 Final Provisions

16 Terms for Equity Linked Certificates (single share)

17 Terms for Single Exchange and Multi Exchange Index Linked Certificates (single index)195 18 Terms for Equity Linked Certificates (basket of shares)

19 Terms for Index Linked Certificates (index basket)

20 Terms for Commodity Linked Certificates (single commodity)

21 Terms for Commodity Linked Certificates (basket of commodities)

22 Terms for Equity Linked Certificates (single fund)

23 Terms for Equity Linked Certificates (basket of funds)

H. DOCUMENTS INCORPORATED BY REFERENCE

A. 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 this type of securities and 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 the 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 with the mention of ‘not applicable’.

Section A – Introduction and warnings Element

–  –  –

B.2 Domicile, legal form, leg- Natixis Structured Issuance SA is domiciled at 51, avenue JF Kennedy, L-1855 islation, country of incor- Luxembourg. It is incorporated in and under the laws of the Grand Duchy of Luxporation embourg as a société anonyme (public limited liability company).





–  –  –

B.10 Audit report qualifications Not applicable; no audited financial statements have been prepared.

B.12 Selected historical key Not applicable; the Issuer is a newly incorporated company.

financial information

–  –  –

B.13 Events impacting the Is- Not applicable, there are no recent events particular to the Issuer which are to suer’s solvency a material extent relevant to the evaluation of the Issuer’s solvency.

–  –  –

several obligation (cautionnement solidaire) dated 23 January 2014 (the “NATIXIS Guarantee“).

The Certificates will benefit from the NATIXIS Guarantee. NATIXIS therefore irrevocably and unconditionally guarantees to the holder of each such Certificate due payment of all sums expressed to be payable by the Issuer under the Certificates upon demand from the relevant holder of such Certificates in accordance with the provisions of the NATIXIS Guarantee.] [Section B – NATIXIS as Guarantor Element

–  –  –

If the Issuer has the right to redeem the Certificates prior to maturity or if] [If] the Certificates are redeemed prior to maturity due to the occurrence of an event set out in the Conditions of the Certificates, the holder of such Certificates is exposed to the risk that due to early redemption his investment will have a lower than expected yield. Also, the holder may only be able to reinvest on less favourable conditions as compared to the original investment.] Currency Risk The holder of a Certificate denominated in a foreign currency is exposed to the risk of changes in currency exchange rates which may affect the yield of such Certificates. In addition, governments and competent authorities could impose currency exchange controls in the future.

[In case of fixed rate Certificates insert: Fixed Rate Certificates The holder of a fixed rate Certificate ("Fixed Rate Certificate") is exposed to the risk that the price of such Fixed Rate Certificate falls as a result of changes in the market interest rate.] [In case of floating rate Certificates insert: Floating Rate Certificates The holder of a floating rate Certificate ("FRN") is exposed to the risk of fluctuating interest rate levels and uncertain interest income. Fluctuating interest rate levels make it impossible to determine the profitability of FRNs in advance.] [In case of zero coupon Certificates insert: Zero Coupon Certificates The holder of a zero coupon Certificate ("Zero Coupon Certificate") is exposed to the risk that the price of such Certificate falls as a result of changes in the market interest rate.] Amendments to the Certificate Terms by resolution of the Certificate Holders; Certificateholder Representative A Certifcateholder is subject to the risk of being outvoted and to lose rights against the Issuer in the case that other Certificateholders agree pursuant to the Certificate Terms to amendments of the Certificate Terms by majority vote according to the German Act on bonds Constituting Part of Uniform Issues (Gesetz über Schuldverschreibungen aus Gesamtemissionen – "SchVG"). In the case of an appointment of a Certificateholders' representative for all Certificateholders' a particular Certificateholder may lose, in whole or in part, the possibility to enforce and claim his rights against the Issuer regardless of other Certificateholders.

Key risks regarding NATIXIS

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 NATIXIS;

 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 NATIXIS; and  NATIXIS 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 NATIXIS include:

 NATIXIS' principal shareholder has a significant influence over certain corporate actions;

 the risk management policies and procedures of NATIXIS are subject to the approval and control of BPCE; and  NATIXIS' refinancing is through BPCE.

The significant risks with regard to the structure of NATIXIS’ operations and the

banking sector include:

 NATIXIS is exposed to several categories of risk inherent to banking operations;

 credit risk;

 market, liquidity and financing risk;

 operational risks;

 insurance risk;

 NATIXIS 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 NATIXIS’ operating income or financial position;

 NATIXIS’ 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 than those reflected in the assumption used by the management in the preparation of NATIXIS’ financial statements, which may cause unexpected losses in the future;

 market fluctuations and volatility may expose NATIXIS to the risk of losses in relation to its trading and investment operations;

 NATIXIS may generate lower revenues from brokerage and other commission and fee-based businesses during market downturns;

 significant interest rate changes could adversely affect NATIXIS’ net banking income or profitability;

 changes in exchange rates can significantly affect NATIXIS’ results;

 any interruption or failure of NATIXIS’ information systems, or those of third parties, may result in lost business and other losses;

 unforeseen events may cause an interruption of NATIXIS’ operations and cause substantial losses and additional costs;

 NATIXIS may be vulnerable to political, macroeconomic and financial environments or specific circumstances in the countries where it does business;

 NATIXIS 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 NATIXIS’ business and results;

 tax law and its application in France and in the countries where NATIXIS operates are likely to have a significant impact on NATIXIS’ results;

–  –  –

B. RISK FACTORS

I. General Information A purchase of the Certificates involves various risks. The following risk factors may have a negative effect on the performance of the Certificates. Several risk factors may at the same time affect the performance of the Certificates, but no binding statement can be made as regards to their interference. In addition, further risks which are currently unknown may also have a negative effect on the value of the Certificates. Potential investors are advised to consider all the information in this Prospectus (in particular the following risk factors) before making an investment in the Certificates. Prior to an investment in the Certificates, each investor should carefully review whether an investment in the Certificates complies with its financial, tax and other circumstances and his requirements regarding safety, profitability and liquidity.

The risks displayed in the following sections are principal risks which may have a significant effect on the investment in the Certificates, Prior to an investment in the Certificates, potential investors are advised to read this Prospectus completely and to consult, if necessary, legal, tax and other advisers. If one or more of the risks described below occur, this may result in material and sustained decreases in the price of the Certificates or, in the worst case, in a total loss of the capital invested by the investor.

II. Risk Factors relating to the Issuer Risk of Creditworthiness The Certificates constitute general and unsecured contractual obligations of the Issuer and of no other person (subject as provided under the NATIXIS Guarantee, as described below) which will rank equally with all other unsecured contractual obligations of the Issuer, and behind preferred liabilities, including those mandatorily preferred by law.



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