«SUPPLEMENT DATED 12 MARCH 2014 TO THE BASE PROSPECTUS DATED 25 JULY 2013 AS SUPPLEMENTED BY A SUPPLEMENT DATED 29 AUGUST 2013 AND A SUPPLEMENT DATED ...»
SUPPLEMENT DATED 12 MARCH 2014 TO THE BASE PROSPECTUS DATED 25 JULY 2013 AS
SUPPLEMENTED BY A SUPPLEMENT DATED 29 AUGUST 2013 AND A SUPPLEMENT DATED
16 JANUARY 2014
PALLADIUM SECURITIES 1 S.A.
(a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of
Luxembourg) with its registered office at 2, boulevard Konrad Adenauer, L-1115 Luxembourg, registered with the Luxembourg trade and companies register under number B.103.036 and subject to the Luxembourg Act dated 22 March 2004, as amended) Programme for the issuance of Secured Notes This prospectus supplement (the “Supplement”) dated 12 March 2014 to the base prospectus dated 25 July 2013 for the issuance of secured notes as supplemented by a prospectus supplement dated 29 August 2013 and a prospectus supplement dated 16 January 2014 (together, the “Base Prospectus”) (which together comprise a base prospectus for the purposes of Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU) (the “Prospectus Directive”)) constitutes a prospectus supplement 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 Supplement and the Base Prospectus are available for viewing on the website of the Luxembourg Stock Exchange (www.bourse.lu).
This Supplement is supplemental to, and should be read in conjunction with, the Base Prospectus. Terms defined in the Base Prospectus have the same meaning when used in this Supplement.
The Issuer accepts responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this Supplement 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 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.
Those amendments to the Base Prospectus set out in this Supplement shall only apply to an admission to trading of Instruments and/or an offer to the public of Instruments commencing after the approval of this Supplement. No withdrawal right pursuant to article 13 paragraph 2 Luxembourg act dated 10 July 2005 on prospectuses for securities will apply to those investors who have agreed to purchase or subscribe for Instruments in accordance with Final Terms issued under the Base Prospectus before the publication of this Supplement.
The Base Prospectus is revised with effect from and including the date of this Supplement.
Table of Contents Purpose of this Supplement
Amendment to Taxation Section
Purpose of this Supplement The purpose of this Supplement is to amend the Taxation section to incorporate revised German, Italian, Portuguese and Spanish sub-sections following changes of law in those jurisdictions and to expand the list of Collateral Obligors disclosed in the Collateral Annex of the Base Prospectus.
Amendment to Taxation Section Amendment to German Taxation The sub-section headed “German Taxation” contained in the Taxation section on page 134 shall be deleted in
its entirety and replaced with the following:
German Taxation The following general summary does not consider all aspects of income taxation in the Federal Republic of Germany (“Germany”) that may be relevant to a holder of the Instruments in the light of the holder’s particular circumstances and income tax situation. This summary applies to holders of the Instruments, who are solely tax resident in Germany, and it is not intended to be, nor should it be construed to be, legal or tax advice. It is based on German tax laws and regulations, all as currently in effect and all subject to change at any time, possibly with retroactive effect.
Prospective holders are urged to consult their own tax advisers as to the particular tax consequences to them of subscribing, purchasing, holding and disposing of the Instruments, including the application and effect of state, local, foreign and other tax laws and the possible effects of changes in the tax laws of Germany.
Interest income If the Instruments are held as private assets (Privatvermögen) by an individual investor whose residence or habitual abode is in Germany, payments of interest under the Instruments are generally taxed as investment income (Einkünfte aus Kapitalvermögen) at a 25 per cent. flat tax (Abgeltungsteuer) (plus a 5.5 per cent. solidarity surcharge (Solidaritätszuschlag) thereon and, if applicable to the individual investor, church tax (Kirchensteuer)).
The flat tax is generally collected by way of withholding (see subsequent paragraph – Withholding tax) and the tax withheld shall generally satisfy the individual investor's tax liability with respect to the Instruments. If, however, no or not sufficient tax was withheld (e.g., in case there is no Domestic Disbursing Agent, as defined below), the investor will have to include the income received with respect to the Instruments in its annual income tax return. The flat tax will then be collected by way of tax assessment. The investor may also opt for inclusion of investment income in its income tax return if the aggregated amount of tax withheld on investment income during the year exceeded the investor's aggregated flat tax liability on investment income (e.g., because of available losses carried forward or foreign tax credits). If the investor's individual income tax rate which is applicable on all taxable income including the investment income is lower than 25 per cent., the investor may opt to be taxed at individual progressive tax rates with respect to its investment income.
Individual investors are entitled to a saver’s lump sum tax allowance (Sparer-Pauschbetrag) for investment income of 801 Euro per year (1,602 Euro for jointly assessed husband and wife). The saver’s lump sum tax allowance is also considered for purposes of withholding tax (see subsequent paragraph – Withholding tax) if the investor has filed a withholding tax exemption request (Freistellungsauftrag) with the respective Domestic Disbursing Agent (as defined below). The deduction of related expenses for tax purposes is not permitted.
If the Instruments are held as business assets (Betriebsvermögen) by an individual or corporate investor which is tax resident in Germany (i.e., a corporation with its statutory seat or place of management in Germany), interest income from the Instruments is subject to personal income tax at individual progressive tax rates or corporate income tax (each plus 5.5 per cent. solidarity surcharge thereon and church tax, if applicable) and, in general, trade tax. The effective trade tax rate depends on the applicable trade tax factor (Gewerbesteuer-Hebesatz) of the relevant municipality where the business is located. In case of individual investors the trade tax may, however, be partially or fully creditable against the investor's personal income tax liability depending on the applicable trade tax factor and the investor's particular circumstances. The interest income will have to be included in the investor's personal or corporate income tax return. Any German withholding tax (including surcharges) is generally fully creditable against the investor's personal or corporate income tax liability or refundable, as the case may be.
If Luxembourg tax was withheld by the Issuer on interest paid to German investors according to the Luxembourg laws of 21 June 2005 implementing the Council Directive 2003/48/EC of 3 June 2003 on taxation of savings income, the German investor will generally be entitled to a credit or a refund of the tax withheld against its German income tax liability.
Withholding tax on interest If the Instruments are kept or administered in a domestic securities deposit account with a German credit or financial services institution (Kredit- oder Finanzdienstleistungsinstitut) (or with a German branch of a foreign credit or financial services institution), or with a German securities trading business (Wertpapierhandelsunternehmen) or a German securities trading bank (Wertpapierhandelsbank) (altogether a “Domestic Disbursing Agent”) which pays or credits the interest, a 25 per cent. withholding tax, plus a 5.5 per cent. solidarity surcharge thereon, resulting in a total withholding tax charge of 26.375 per cent., is levied on the interest payments. The applicable withholding tax rate is in excess of the aforementioned rate if church tax is collected for the individual investor.
Capital gains from sale or redemption Subject to the saver’s lump sum tax-allowance for investment income described under the paragraph Interest income above, capital gains from the sale or redemption of the Instruments held as private assets are taxed at the 25 per cent. flat tax (plus a 5.5 per cent. solidarity surcharge thereon and, if applicable to the individual investor, church tax). The capital gain is determined as the difference between the proceeds from the sale or redemption of the Instruments and the acquisition costs.
Expenses directly and factually related (unmittelbarer sachlicher Zusammenhang) to the sale or redemption are taken into account. Otherwise, the deduction of related expenses for tax purposes is not permitted.
Where the Instruments are acquired and/or sold in a currency other than Euro, the acquisition costs will be converted into Euro at the time of acquisition, the sales proceeds will be converted in Euro at the time of sale, and only the difference will then be computed in Euro.
Capital losses from the sales or redemption of the Instruments held as private assets should generally be tax-recognised irrespective of the holding period of the Instruments. However, in case where no (or only de minimis) payments are made to the investors on the maturity or redemption date of the Instruments (e.g., due to the limited recourse), any capital losses might not be recognised by the German tax authorities. Any tax-recognised capital losses may not be used to offset other income like employment or business income but may only be offset against investment income. Capital losses not utilised in one annual assessment period may be carried forward into subsequent assessment periods but may not be carried back into preceding assessment periods.
The flat tax is generally collected by way of withholding (see subsequent paragraph – Withholding tax) and the tax withheld shall generally satisfy the individual investor's tax liability with respect to the Instruments. With respect to the return filing, investors shall refer to the description under paragraph Interest income above.
If the Instruments are held as business assets (Betriebsvermögen) by an individual or corporate investor which is tax resident in Germany, capital gains from the Instruments are subject to personal income tax at individual progressive tax rates or corporate income tax (plus 5.5 per cent. solidarity surcharge thereon and church tax, if applicable) and, in general, trade tax. The effective trade tax rate depends on the applicable trade tax factor of the relevant municipality where the business is located.
In case of an individual investor the trade tax may, however, be partially or fully creditable against the investor's personal income tax liability depending on the applicable trade tax factor and the investor's particular circumstances. The capital gains will have to be included in the investor's personal or corporate income tax return. Capital losses from the sale or redemption of the Securities should generally be tax-recognised and may generally be offset against other income. It cannot be ruled out that certain Instruments may be classified as derivative transaction (Termingeschäft) for tax purposes. In this case, any losses from the Instruments would be subject to a special ring-fencing provision and could only be offset against gains from other derivative transactions. Any German withholding tax (including surcharges) is generally fully creditable against the investor's personal or corporate income tax liability or refundable, as the case may be.
Withholding tax on capital gains If the Instruments are kept or administered by a Domestic Disbursing Agent from the time of their acquisition, a 25 per cent. withholding tax, plus a 5.5 per cent. solidarity surcharge thereon, is generally levied on the capital gains, resulting in a total withholding tax charge of 26.375 per cent. If the Instruments were sold or redeemed after being transferred to a securities deposit account with another Domestic Disbursing Agent, the 25 per cent. withholding tax (plus solidarity surcharge thereon) would be levied on 30 per cent. of the proceeds from the sale or the redemption, as the case may be, unless the investor or the previous depositary bank was able and allowed to provide evidence for the investor's actual acquisition costs to the current Domestic Disbursing Agent. The applicable withholding tax rate is in excess of the aforementioned rate if church tax applies to the individual investor.
No withholding is generally required on capital gains from the disposal or redemption of the Instruments which is derived by German resident corporate investors and upon application by individual investors holding the Instruments as business assets, subject to certain requirements.