«NATIXIS STRUCTURED PRODUCTS LIMITED (Incorporated with limited liability in Jersey) Euro 10,000,000,000 Debt Issuance Programme This supplement (this ...»
FIRST SUPPLEMENT DATED 12 JULY 2011
TO THE BASE PROSPECTUS DATED 29 JUNE 2011
NATIXIS STRUCTURED PRODUCTS LIMITED
(Incorporated with limited liability in Jersey)
Euro 10,000,000,000 Debt Issuance Programme
This supplement (this “Supplement” or the “First Supplement”) is supplemental to, and should be read in
conjunction with the Base Prospectus dated 29 June 2011, prepared in relation to the Debt Issuance Programme
of NATIXIS Structured Products Limited (“NATIXIS Structured Products” or the “Issuer”) (the “Base Prospectus”) as approved on 29 June 2011 by the Commission de Surveillance du Secteur Financier (the “CSSF”) for the purposes of Article 5.4 of Directive 2003/71/EC (the “Prospectus Directive”) and Article 13 of Chapter 1 of Part II of the Luxembourg Law on Prospectuses for Securities dated 10 July 2005 (the “Luxembourg Law”).
This Supplement constitutes a Supplement to the Base Prospectus for the purposes of Article 16 of the Prospectus Directive and Article 13 of chapter 1 of Part II of the Luxembourg Law for the purposes of updating certain information contained in the Base Prospectus as described below. This Supplement will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).
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 Notes.
This Supplement in 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. Save as disclosed in this 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. 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 this Supplement will prevail.
In accordance with Article 13 paragraph 2 of the Luxembourg Law, investors who have already agreed to purchase or subscribe for the securities 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.
The "Taxation" section on page 274 is amended as follows:
1. The first paragraph on page 274 is amended as follows:
"The following is a summary of certain Jersey, Luxembourg, Belgian, French, Italian, Irish, Czech, Finnish, Norwegian, Portuguese, Spanish, Swedish, German, Austrian, United Kingdom and the Netherlands tax consequences for Noteholders who are residents of Jersey, Luxembourg, Belgium, France, Italy, Czech Republic, Finland, Norway, Portugal, Spain, Sweden, Switzerland, the United Kingdom and the Netherlands respectively, for tax purposes. The summary is based on tax laws and taxation practice, as in effect and applied to securities generally as at the date of this Base Prospectus, and is intended to provide general information only. Tax laws, taxation practices and their interpretation are constantly under change, which changes may sometimes have a retroactive effect and may affect the conclusions set out in this summary. The tax treatment of each Noteholder partly depends on the Noteholder’s specific situation. Each prospective investor should consult a tax adviser as to the tax consequences relating to its particular circumstances resulting from subscription, purchase, ownership and disposition of the Notes."
2. The following paragraphs are added immediately after the third paragraph of the section headed "French Taxation":
Payments made by the Issuer under the Notes The following is a summary addressing only the French compulsory withholding tax treatment of income arising from the Notes. This summary is (i) based on the laws and regulations in full force and effect in France as at the date hereof, which may be subject to change in the future, potentially with retroactive effect, and (ii) prepared on the assumption that the Issuer is not a French resident for French tax purposes and is not acting from a French branch or permanent establishment in connection with the Notes. Investors should be aware that the statements below are of a general nature and do not constitute legal or tax advice and should not be understood as such. Prospective investors are therefore advised to consult their own qualified advisors so as to determine, in the light of their individual situation, the tax consequences of the purchase, holding, redemption or sale of the Notes.
All payments by the Issuer in respect of the Notes will be made free of any compulsory withholding or deduction for or on account of any taxes of whatsoever nature imposed, levied, withheld, or assessed by France or any political subdivision or taxing authority thereof or therein.
On 3 June 2003, the European Council of Economic and Finance Ministers adopted the Directive 2003/48/EC on the taxation of savings income (the Savings Directive). Pursuant to the Savings Directive and subject to a number of conditions being met, Member States are required, since 1 July 2005, to provide to the tax authorities of another Member State, inter alia, details of payments of interest within the meaning of the Savings Directive (interest, premiums or other debt income) made by a paying agent located within its jurisdiction to, or for the benefit of, an individual resident in that other Member State or certain limited types of entities established in that other Member State (the Disclosure of Information Method).
-2For these purposes, the term "paying agent" is defined widely and includes in particular any economic operator who is responsible for making interest payments, within the meaning of the Savings Directive, for the immediate benefit of individuals or certain entities.
However, instead of using the Disclosure of Information Method used by other Member States, during a transitional period, certain Member States (namely the Grand Duchy of Luxembourg and Austria), will withhold an amount on interest payments at the rate of 35 per cent. unless the relevant beneficial owner of such payment elects for the Disclosure of Information Method. Such procedure will apply until the end of the transitional period.
Such transitional period will end at the end of the first full fiscal year following the later of (i) the date of entry into force of an agreement between the European Community, following a unanimous decision of the European Council, and the last of Switzerland, Liechtenstein, San Marino, Monaco and Andorra, providing for the exchange of information upon request as defined in the OECD Model Agreement on Exchange of Information on Tax Matters released on 18 April 2002 (the OECD Model Agreement) with respect to interest payments within the meaning of the Directive, in addition to the simultaneous application by those same countries of a withholding tax on such payments at the rate applicable for the corresponding periods mentioned above and (ii) the date on which the European Council unanimously agrees that the United States of America is committed to exchange of information upon request as defined in the OECD Model Agreement with respect to interest payments within the meaning of the Savings Directive.
A number of non-EU countries and dependent or associated territories have agreed to adopt similar measures (transitional withholding or exchange of information) with effect from 1 July 2005.
The European Commission has proposed certain amendments to the Savings Directive which may, if implemented, amend or broaden the scope of the requirements described above.
The Savings Directive was implemented into French law under Article 242 ter of the French General Tax Code, which imposes on paying agents based in France an obligation to report to the French tax authorities certain information with respect to interest payments made to beneficial owners domiciled in another Member State, including, among other things, the identity and address of the beneficial owner and a detailed list of the different categories of interest paid to that beneficial owner.
3. The following paragraphs are added at the end of the “Taxation” section on page 294.
Austrian taxation This section on taxation contains a brief summary of the Issuer's understanding with regard to certain important principles which are of significance in connection with the purchase, holding or sale of the Notes in the Republic of Austria. This summary does not purport to exhaustively describe all possible tax aspects and does not deal with specific situations which may be of relevance for certain potential investors. The following comments are rather of a general nature and included herein solely for information purposes. These comments are not intended to be, nor should they be construed to be, legal or tax advice. This summary furthermore only refers to investors which are subject to unlimited (corporate) income tax liability in Austria. It is based on the currently valid tax legislation, case law and regulations of the tax authorities, as well as their respective interpretation, all of which may be amended from time to time. Such amendments may possibly also be effected with retroactive effect and
-3may negatively impact on the tax consequences described. It is recommended that potential purchasers of the Notes consult with their legal and tax advisors as to the tax consequences of the purchase, holding or sale of the Notes. Tax risks resulting from the Notes (in particular from a potential qualification as a foreign investment fund within the meaning of sec. 42 of the Austrian Investment Funds Act (Investmentfondsgesetz)) shall in any case be borne by the purchaser. In general, it has to be noted that the Austrian tax authorities have a rather critical attitude towards structured products which may also give rise to tax benefits.
Individuals having a permanent domicile (Wohnsitz) and/or their habitual abode (gewöhnlicher Aufenthalt) in Austria are subject to income tax (Einkommensteuer) in Austria on their worldwide income (unlimited income tax liability; unbeschränkte Einkommensteuerpflicht). Individuals having neither a permanent domicile nor their habitual abode in Austria are subject to income tax only on income from certain Austrian sources (limited income tax liability; beschränkte Einkommensteuerpflicht).
Corporations having their place of effective management (Ort der Geschäftsleitung) and/or their legal seat (Sitz) in Austria are subject to corporate income tax (Körperschaftsteuer) in Austria on their worldwide income (unlimited corporate income tax liability; unbeschränkte Körperschaftsteuerpflicht). Corporations having neither their place of effective management nor their legal seat in Austria are subject to corporate income tax only on income from certain Austrian sources (limited corporate income tax liability; beschränkte Körperschaftsteuerpflicht).
Both in case of unlimited and limited (corporate) income tax liability Austria's right to tax may be restricted by double taxation treaties.
On 1 January 2011 the Budget Accompanying Act of 2011 (Budgetbegleitgesetz 2011), which will lead to significant changes in the taxation of financial instruments in Austria, entered into force. The tax disclosure below already incorporates the changes contained therein. Potential investors should be aware that the Austrian Constitutional Court (Verfassungsgerichtshof) has only recently decided that the implementation date 1 October 2011 is unconstitutional. Furthermore, a draft bill has been introduced which, if passed, would basically postpone the entering into force of the provisions of the Budget Accompanying Act of 2011 by six months.
Income taxation of Notes purchased before 1 October 2011 In general, the Notes qualify as bonds (Forderungswertpapiere) in the sense of sec. 93(3) of the Austrian Income Tax Act (Einkommensteuergesetz).
Individuals subject to unlimited income tax liability in Austria holding bonds in the sense of sec. 93(3) of the Austrian Income Tax Act as a non-business asset (Privatvermögen) are subject to income tax on all resulting interest payments (which term also encompasses the difference between the redemption price and the issue price) pursuant to sec. 27(1)(4) and sec. 27(2)(2) of the Austrian Income Tax Act. If such interest is paid out by an Austrian paying agent (kuponauszahlende Stelle) then the payments are subject to a withholding tax of 25%. No additional income tax is levied over and above the amount of tax withheld (final taxation; Endbesteuerung) in case the bonds are legally and factually offered to an indefinite number of persons. If interest payments are not effected through an Austrian paying agent, a flat income tax rate of 25% applies in case the bonds are in addition legally and factually offered to an indefinite number of persons. Since in this case no withholding tax is levied, interest payments must be included in the income tax return of the investor. If the bonds are not legally and factually offered to an indefinite number of persons then the interest payments must also be included in the investor's income tax return and are subject to income tax at a marginal rate of up to 50%, any withholding tax being creditable against the income tax liability.