BASF SE BASF Finance Europe N.V. - BASF.com

More documents

Recommendations

Info

8 * Effective January 1, 2013, the accounting and reporting of BASF Group is prepared in accordance with International Financial Reporting Standards (IFRS) 10 and 11 and with International Accounting Standard (IAS) 19 (revised). 2012 key figures for BASF Group have been restated accordingly. January 1, 2013 - June 30, 2013 million EUR January 1, 2012 - June 30, 2012 Sales 38,091 36,676 Income from operations before depreciation and amortization (EBITDA) 5,343 5,814 Income from operations (EBIT) 3,942 4,274 Net Income 2,603 2,911 Cash provided by operating activities 4,030 3,411 June 30, 2013 June 30, 2012 million EUR Total Assets 64,399 62,701 Stockholders' Equity 26,125 24,645 Long-Term Liablities 22,259 20,361 Short-Term Liabilities 16,015 17,695 Material adverse change in the prospects of the Issuer Significant change in the financial and trading position There has been no material adverse change in the prospects of BASF since December 31, 2012. Not applicable. There has been no significant change in the financial or trading position of BASF since June 30, 2013. B.13 Recent events Not applicable. There are no recent events particular to BASF which are to a material extent relevant to BASF's solvency. B.14 Please see Element B.5 Statement of dependency upon other entities within the group Not applicable. BASF SE is not dependent upon other entities within the BASF Group. B.15 Principal activities BASF SE is engaged in chemistry and related areas, agriculture and nutrition, extraction and production of and dealing in oil, natural gas, mineral oil products and energies, development and production of and dealing in products and the provision of services in the area of environmental technology. B.16 Controlling Persons On September 10, 2010, BlackRock, Inc., New York, USA ("BlackRock") notified BASF SE that on September 6, 2010 the share of the voting rights directly or indirectly held by BlackRock amounted to 5.35% of the voting rights. On June 20, 2013, BASF SE was notified that the percentage holding of the voting rights of the State of Norway, represented by the Ministry of Finance, Oslo, Norway, in BASF SE exceeds the threshold of 3% and amounts to 3.02% on June 19, 2013. These voting rights are held by Norges Bank (Central Bank of Norway), Oslo, Norway and are attributed to the State of Norway pursuant to § 22 para 1 sentence 1 no. 1 of the German Securities Trading Act (WpHG).
9 B.17 Credit ratings of the Issuer or its debt securities [B.18 Nature and scope of the Guarantee Standard & Poor's Credit Market Services Europe Limited ("Standard & Poor's") 1 , 3 has assigned the long-term credit rating A+ 4 (outlook stable) and Moody's Investors Service Ltd. ("Moody's") 2 , 3 has assigned an A1 4 rating (outlook stable) to BASF SE. Notes issued by BASF Finance will have the benefit of a Guarantee (the "Guarantee") given by BASF (the "Guarantor"). The Guarantee constitutes an irrevocable, unsecured and unsubordinated obligation of the Guarantor ranking pari passu with all other unsecured and unsubordinated obligations of the Guarantor. The terms of the Guarantee contain a negative pledge of the Guarantor. The Guarantee will be governed by German law. The Guarantee constitutes a contract for the benefit of the Holders from time to time as third party beneficiaries pursuant to § 328 paragraph 1 German Civil Code (Bürgerliches Gesetzbuch – BGB).] [Element Section B – Issuer B.1 Legal and commercial Name B.2 Domicile / Legal form / Legislation / Country of incorporation B.4b Known trends affecting the Issuer and the Industries in which it operates B.5 Description of the Group and the Issuer's position within the Group B.9 Profit forecast or estimate B.10 Nature of any qualifications in the audit report on historical financial information BASF Finance Europe N.V. ("BASF Finance") BASF Finance Europe N.V. is incorporated under the laws of The Netherlands as a public limited liability company (naamloze vennootschap). The company has its corporate seat in Arnhem, The Netherlands. Its registered office is: Groningensingel 1, 6835 EA Arnhem, The Netherlands. BASF Finance acts solely to facilitate the financing of BASF Group. The business of BASF Finance is directly related to the extent BASF SE utilizes BASF Finance for future funding needs. The extent to which future funding needs arise depends on the development of the operating business and investment projects of BASF SE and its subsidiaries. BASF Finance is a wholly owned subsidiary of BASF SE and has no subsidiaries of its own. BASF SE is a stock corporation incorporated and organized under the laws of Germany and the ultimate parent company of the BASF Group. Its shares are listed for trading on the Frankfurt, London and Zurich Stock Exchanges. Not applicable. No profit forecast or estimate are made. Not applicable. The audit report does not include any qualifications. 1 2 3 4 Standard & Poor's is established in the European Community and is registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of September 16, 2009 on credit rating agencies, as amended (the "CRA Regulation"). Moody's is established in the European Community and is registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of September 16, 2009 on credit rating agencies, as amended (the "CRA Regulation"). The European Securities and Markets Authority publishes on its website (www.esma.europa.eu/page/List-registered-andcertified-CRAs) a list of credit rating agencies registered in accordance with the CRA Regulation. That list is updated within five working days following the adoption of a decision under Article 16, 17 or 20 CRA Regulation. The European Commission shall publish that updated list in the Official Journal of the European Union within 30 days following such update. A credit rating assesses the creditworthiness of an entity and informs an investor therefore about the probability of the entity being able to redeem invested capital. It is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time.
Page 1 and 2: Debt Issuance Program Prospectus Se
Page 3 and 4: 3 subject to tax law requirements o
Page 5 and 6: 5 Listing and Admission to Trading
Page 7: 7 Element Section B - [Issuer] [Gua
Page 11 and 12: 11 B.19 Summary information about t
Page 13 and 14: 13 obligations of the Issuer, unles
Page 15 and 16: 15 debtor to BASF Finance, please s
Page 17 and 18: 17 GERMAN TRANSLATION OF THE SUMMAR
Page 19 and 20: 19 Cashflow aus betrieblicher Täti
Page 21 and 22: 21 B.2 Sitz / Rechtsform / geltende
Page 23 and 24: 23 C.5 Beschränkungen der freien
Page 25 and 26: 25 Fälligkeitstag einschließlich
Page 27 and 28: 27 D3 Zentrale Angaben zu den zentr
Page 29 and 30: 29 RISK FACTORS The following is a
Page 31 and 32: 31 BASF is exposed to the risk of a
Page 33 and 34: 33 RISK FACTORS REGARDING BASF FINA
Page 35 and 36: 35 Holders' Representative If the N
Page 37 and 38: 37 GENERAL DESCRIPTION OF THE PROGR
Page 39 and 40: 39 Determination of Options / Compl
Page 41 and 42: 41 January 1, 2013 - June 30, 2013
Page 43 and 44: 43 received a 15-percent share in t
Page 45 and 46: 45 Share capital As of the date of
Page 47 and 48: 47 Income and expense items (millio
Page 49 and 50: 49 Name Main area of responsibility
Page 51 and 52: 51 Name Principal occupation Ralf S
Page 53 and 54: 53 January 1, 2013, the accounting
Page 55 and 56: 55 BASF Group's segments ORGANIZATI
Page 57 and 58: 57 business. Fixed costs exceeded t
Page 59 and 60:
59 gained an additional system hous
Page 61 and 62:
61 Despite significantly lower spec
Page 63 and 64:
63 of acquisitions, investments and
Page 65 and 66:
65 Europe from strong demand for co
Page 67 and 68:
67 associated with this, income fro
Page 69 and 70:
69 toward the further regulation of
Page 71 and 72:
71 RESPONSIBILITY ALONG THE VALUE C
Page 73 and 74:
73 personal suffering, equivalent t
Page 75 and 76:
75 BASF FINANCE EUROPE N.V. AS ISSU
Page 77 and 78:
77 BUSINESS OVERVIEW - PRINCIPAL AC
Page 79 and 80:
79 represented by a Permanent Globa
Page 81 and 82:
81 In the case of Notes issued by B
Page 83 and 84:
83 coupons) In the case of 30/360,
Page 85 and 86:
85 fixed for redemption. However, n
Page 87 and 88:
87 [If Notes are subject to Early R
Page 89 and 90:
89 (3) Agent of the Issuer. The Fis
Page 91 and 92:
91 other form of combination with a
Page 93 and 94:
Page 95 and 96:
Page 97 and 98:
97 conclusive evidence of the aggre
Page 99 and 100:
99 In the case the offered quotatio
Page 101 and 102:
101 In the case of Actual/365 (Fixe
Page 103 and 104:
103 Change of Control the following
Page 105 and 106:
105 withholding by the Issuer from
Page 107 and 108:
107 (3) Notice. Any notice, includi
Page 109 and 110:
109 Substitute Debtor.] In the case
Page 111 and 112:
111 Federal Republic of Germany.] [
Page 113 and 114:
113 OPTION I - Anleihebedingungen f
Page 115 and 116:
115 ("Kanadische Unterverwahrer").
Page 117 and 118:
117 Folgendes anwendbar Im Fall von
Page 119 and 120:
119 Bei nicht auf EUR lautenden Sch
Page 121 and 122:
121 internationalen Ansehens; Gilt
Page 123 and 124:
123 die Schuldverschreibungen vorze
Page 125 and 126:
125 übernehmen keinerlei Verpflich
Page 127 and 128:
127 (e) ein Gericht ein Insolvenzve
Page 129 and 130:
129 Im Fall von Schuldverschreibung
Page 131 and 132:
131 werden. Im Fall von Schuldversc
Page 133 and 134:
133 OPTION II - Anleihebedingungen
Page 135 and 136:
Page 137 and 138:
137 Zinssatz für die betreffende Z
Page 139 and 140:
139 Im Fall von Actual/365 (Fixed)
Page 141 and 142:
141 eines Kontrollwechsels zu künd
Page 143 and 144:
143 (3) Erfüllungsgehilfe(n) der E
Page 145 and 146:
145 berechtigten Gläubiger(n) in A
Page 147 and 148:
Page 149 and 150:
149 werden. Sofern diese Käufe dur
Page 151 and 152:
151 GARANTIE der BASF SE, Ludwigsha
Page 153 and 154:
153 Wir akzeptieren die Bestimmunge
Page 155 and 156:
155 Indebtedness or any guarantees
Page 157 and 158:
157 Part I.: TERMS AND CONDITIONS T
Page 159 and 160:
159 INTEREST (§ 3) ZINSEN (§ 3)
Page 161 and 162:
161 Final Redemption Rückzahlung b
Page 163 and 164:
163 English and German (English co
Page 165 and 166:
165 Resolutions, authorizations and
Page 167 and 168:
167 Management/Underwriting Commiss
Page 169 and 170:
[BASF Finance Europe N.V. (as Issue
Page 171 and 172:
171 Each Holder may be represented
Page 173 and 174:
173 TAXATION The following is a gen
Page 175 and 176:
175 appointed, in Germany. Exceptio
Page 177 and 178:
177 acquiring, holding or disposing
Page 179 and 180:
179 Irish Withholding Tax Under Iri
Page 181 and 182:
181 In conformity with the prerequi
Page 183 and 184:
183 § 1.163-5(c)(2)(i)(D) (the "D
Page 185 and 186:
185 resident of Japan except only p
Page 187 and 188:
187 Documents on Display So long as
Page 189 and 190:
189 Financial Report 2012 of BASF S
Page 191 and 192:
191 AUDITORS TO THE ISSUERS For BAS
show all

BASF SE BASF Finance Europe N.V. - BASF.com

Create successful ePaper yourself

Delete template?

Save as template?