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(iii) if such Manager is a United States person, it has represented that it is acquiring the Notes in bearer form for purposes of resale in connection with their original issuance and if such Manager retains Notes in bearer form for its own account, it will only do so only in accordance with the requirements of U.S. Treasury Regulation Section 1.163-5 (c) (2) (i) (D) (6); and (iv) with respect to each affiliate that acquires Notes in bearer form from such Manager for the purposes of offering or selling such Notes during the restricted period, such Manager either (a) has repeated and confirmed the representations and agreements contained in sub-clauses (i), (ii) and (iii) on such affiliate's behalf or (b) has agreed that it will obtain from such affiliate for the benefit of the Issuer the representations and agreements contained in sub-clauses (i), (ii) and (iii). Terms used in the above paragraph have the meanings given to them by the U.S. Internal Revenue Code and regulations thereunder, including the D Rules. Public Offer Selling Restriction Under the Prospectus Directive In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), each Manager has represented and agreed that with effect from, and including, the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and will not make an offer of the Notes to the public in that Relevant Member State, except that it may, with effect from, and including, the Relevant Implementation Date, make an offer of the Notes to the public in that Relevant Member State: (a) if the Notes specify that an offer of those Notes may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State (a "Non-exempt Offer"), following the date of publication of a prospectus in relation to such Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State in accordance with the Prospectus Directive; (b) at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; (c) at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than Euro 43,000,000 and (3) an annual net turnover of more than Euro 50,000,000, as shown in its last annual or consolidated accounts; or (d) at any time to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the relevant Manager or Managers nominated by the Issuer for any such offer; or (e) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Notes referred to in (b) to (e) above shall require an Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression "offer of the Notes to the public" in relation to the Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that member state by any measure implementing the Prospectus Directive in that member state and the expression "Prospectus Directive" means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State. - 84 -
Selling Restrictions Addressing Additional United Kingdom Securities Laws Each Manager has represented and agreed that: (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which section 21 (1) of the FSMA does not apply to the Issuer; and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom. Selling Restrictions Addressing Italian Securities Laws This Prospectus has not been submitted for approval by Commissione Nazionale per le Società e la Borsa ("Consob", the Italian Securities Regulator) pursuant to Italian securities legislation and, accordingly, each Manager has represented and agreed that it has not offered or sold, and will not offer or sell, any Notes in the Republic of Italy in a solicitation to the public, and that sales of the Notes in the Republic of Italy shall be effected in accordance with all Italian securities, tax and exchange control and other applicable laws and regulation. Each of the Managers has represented and agreed that it will not offer, sell or deliver any Notes or distribute copies any document relating to the Notes in the Republic of Italy except: (a) to "qualified investors" (qualifying as clienti professionali and investitori qualificati), pursuant to Annex 3 to CONSOB Regulation No. 16190 of 29 October 2007, as amended (the "Intermediaries Regulation") and pursuant to Article 100, paragraph 1, lit. a) and Article 30, paragraph 2 of Legislative Decree No. 58 of 24 February 1998, as amended (the "Italian Financial Services Consolidation Act") and Article 2.1 of the Prospectus Directive; or (b) in any other circumstances where an express exemption from compliance with the solicitation restrictions applies, as provided under the Italian Financial Services Consolidation Act or Regulation No. 11971 of 14 May 1999, as amended. Furthermore and subject to the foregoing, each Manager has represented and agreed, that any such offer, sale or delivery of the Notes or distribution of this Prospectus or any other document relating to the Notes must be made by: (i) a bank, investment firm or financial company enrolled in the special register provided for under Article 107 of the Legislative Decree No. 385 of 1 September 1993, as amended (the "Italian Banking Act"), to the extent duly authorised to engage in the placement and/or underwriting of financial instruments in Italy in accordance with the Italian Banking Act, the Italian Financial Services Consolidation Act and the Intermediaries Regulation; (ii) to the extent applicable, in compliance with Article 129 of the Italian Banking Act and the relevant regulations of the Bank of Italy, as amended from time to time, pursuant to which the Bank of Italy may request post-offering information on the issue or the offer of securities in the Republic of Italy, save where an express exemption to the notification duties applies; and (iii) in compliance with any requirement or limitation which may be imposed from time to time, inter alia, by Consob or the Bank of Italy. - 85 -
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Prospectus dated 5 October 2009 Evo
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RESPONSIBILITY STATEMENT Evonik Ind
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subsequent to the date hereof or th
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SUMMARY OF THE PROSPECTUS The follo
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Events of Default: ................
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Summary of the Risk Factors An inve
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Investment risks: Investments under
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gerated worden sind, erhöht sich d
Page 17 and 18:
Zusammenfassung der Emittentenbesch
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Rating der Schuldverschreibungen: E
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konzerninterne Leistungen neu bewer
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Rating of the Notes A rating of the
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Risks relating to the Issuer Market
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certificates is not available or ca
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in which the Energy Business Area o
Page 31 and 32:
1. STATUTORY AUDITORS DESCRIPTION O
Page 33 and 34: 100% 100%* RÜTGERS GmbH Evonik Pro
Page 35 and 36: Evonik-Group has operated in the sp
Page 37 and 38: Coatings & Additives Business Unit
Page 39 and 40: core markets and technologies. The
Page 41 and 42: Werner Bischoff, Monheim Deputy Cha
Page 43 and 44: Dr. Christian Wildmoser, Savigny Ma
Page 45 and 46: TERMS AND CONDITIONS OF THE NOTES (
Page 47 and 48: security or otherwise encumbered) o
Page 49 and 50: "Subsidiary" means at any time any
Page 51 and 52: epresenting the Notes at the time o
Page 53 and 54: any third party complies with any s
Page 55 and 56: only when the Principal Paying Agen
Page 57 and 58: (2) Purchases. The Issuer may at an
Page 59 and 60: ANLEIHEBEDINGUNGEN (Terms and Condi
Page 61 and 62: eauftragten Bank, Finanzinstituts o
Page 63 and 64: (ii) in Fällen, in denen eine Gese
Page 65 and 66: "Zinstagequotient" bezeichnet im Hi
Page 67 and 68: Sobald die Emittentin von einem Rü
Page 69 and 70: um Konzerngesellschaften oder ein J
Page 71 and 72: Hauptzahlstelle unterhalten und (ii
Page 73 and 74: Frankfurt am Main. Die Anleihegläu
Page 75 and 76: Listing and Trading Information App
Page 77 and 78: TAXATION The following general disc
Page 79 and 80: In general, no flat tax will be lev
Page 81 and 82: SUBSCRIPTION AND SALE The Issuer ha
Page 83: General SELLING RESTRICTIONS Each o
Page 87 and 88: UNAUDITED CONSOLIDATED SEMI-ANNUAL
Page 89 and 90: Consolidated interim financial stat
Page 99: FR: 1528910_13 AUDITORS TO THE ISSU
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