SUPPLEMENT TO THE PROSPECTUS DATED 14 MAY 2014
Holcim Capital Corporation Ltd. (incorporated in Bermuda with limited liability)
Holcim European Finance Ltd. (incorporated in Bermuda with limited liability)
Holcim Finance (Australia) Pty Ltd (incorporated in Australia with limited liability)
Holcim Finance (Canada) Inc. (incorporated in Canada with limited liability)
Holcim Finance (Luxembourg) S.A. (incorporated in Luxembourg with limited liability)
Holcim GB Finance Ltd. (incorporated in Bermuda with limited liability)
Holcim Overseas Finance Ltd. (incorporated in Bermuda with limited liability)
Holcim US Finance S.à r.l. & Cie S.C.S. (incorporated in Luxembourg as a société en commandite simple)
Holcim Ltd (incorporated in Switzerland with limited liability)
€8,000,000,000 Euro Medium Term Note Programme guaranteed in respect of Notes issued by Holcim Capital Corporation Ltd., Holcim European Finance Ltd., Holcim Finance (Australia) Pty Ltd, Holcim Finance (Canada) Inc., Holcim Finance (Luxembourg) S.A., Holcim GB Finance Ltd., Holcim Overseas Finance Ltd. and Holcim US Finance S.à r.l. & Cie S.C.S. by Holcim Ltd (incorporated in Switzerland with limited liability)
This supplement (“Supplement”) constitutes a supplement to the Prospectus (as defined below) for the purposes of Article 16 of Directive 2003/71/EC as amended (the “Prospectus Directive”) and is supplemental to, and should be read in conjunction with, the prospectus dated 14 May 2014 (the “Prospectus”) prepared in relation to the €8,000,000,000 Euro Medium Term Note Programme (the “Programme”) of Holcim Capital Corporation Ltd., Holcim European Finance Ltd., Holcim Finance (Australia) Pty Ltd, Holcim Finance (Canada) Inc., Holcim Finance (Luxembourg) S.A., Holcim GB Finance Ltd., Holcim Overseas Finance Ltd., Holcim US Finance S.à r.l. & Cie S.C.S. and Holcim Ltd (the “Issuers”), guaranteed by Holcim Ltd (the “Guarantor”) in the case of Notes issued by Holcim Capital Corporation Ltd., Holcim European Finance Ltd., Holcim Finance (Australia) Pty Ltd, Holcim Finance (Canada) Inc., Holcim Finance (Luxembourg) S.A., Holcim GB Finance Ltd., Holcim Overseas Finance Ltd. and Holcim US Finance S.à r.l. & Cie S.C.S.
On 14 May 2014, the Commission de Surveillance du Secteur Financier (the “CSSF”) approved the Prospectus as a base prospectus for the purposes of Article 5.4 of the Prospectus Directive and Article 8.4 of the Luxembourg Law on prospectuses for securities dated 10 July 2005 (the “Luxembourg Law”). Furthermore, the Prospectus was approved by the SIX Swiss Exchange as of 14 May 2014 and may be used until 13 May 2015 for Notes to be issued under the Programme on the SIX Swiss Exchange.
Unless the context otherwise requires, terms defined in the Prospectus shall have the same meaning when used in this Supplement.
To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into this Supplement and (b) any statement in or incorporated by reference in the Prospectus, the statements referred to in (a) will prevail.
The Arranger and the Dealers have not separately verified the information contained in this Supplement. None of the Dealers or the Arranger makes any representation, express or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the information in this Supplement.
In accordance with Article 13 paragraph 2 of the Luxembourg Law, investors who have already agreed to purchase or subscribe for Notes issued under the Programme prior to the publication of this Supplement have the right, exercisable within a time limit of not less than two working days after the publication of this Supplement, i.e. until 13 August 2014, to withdraw their acceptances.
2014 UNAUDITED CONSOLIDATED SEMI-ANNUAL FINANCIAL STATEMENTS OF HOLCIM LTD FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2014
On 30 July 2014, Holcim Ltd published its unaudited consolidated semi-annual financial statements for the six month period ended 30 June 2014, including the notes thereto (the “Half-Year Report 2014”). The Half- Year Report 2014 has been filed with the CSSF for the purposes of Article 16 of the Prospectus Directive and Article 13 of the Luxembourg Law and with the SIX Swiss Exchange and is incorporated by reference in, and forms part of, this Supplement.
The information incorporated by reference in this Supplement is available as follows:
Half-Year Report 2014 Holcim Ltd Consolidated statement of income of Group Holcim ...... Page 13 Consolidated statement of comprehensive earnings of Group Holcim...... Page 14 Consolidated statement of financial position of Group Holcim ...... Page 15 Consolidated statement of changes in equity of Group Holcim ...... Pages 16-17 Consolidated statement of cash flows of Group Holcim ...... Page 18 Notes to the consolidated financial statements of Group Holcim...... Pages 19-28
The information incorporated by reference that is not included in the cross-reference list, is considered as additional information and is not required by the relevant schedules of the Commission Regulation (EC) 809/2004.
Copies of this Supplement and the Half-Year Report 2014 are available free of charge at the specified office of the Fiscal Agent and each of the Paying Agents for the time being in Luxembourg, or in respect of Notes to be listed on the SIX Swiss Exchange at the specified offices of the Swiss principal paying agent, during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted). In addition, copies
2 of this Supplement and the Half-Year Report 2014 are available to view on the Luxembourg Stock Exchange’s website: “www.bourse.lu”.
AMENDMENTS TO “SUMMARY OF THE PROGRAMME – SECTION B – ISSUER”
On page 12 of the Prospectus, Section B.4b for Holcim Ltd as Issuer shall be deleted and replaced with the below:
B.4b A description of any “For 2014, Holcim Ltd and its consolidated subsidiaries as a whole (the “Group”) known trends affecting expects the global economy to show another year of uneven performance. the Issuer and the Construction markets in Europe are expected to have reached the bottom with slow industries in which it recovery in sight. North American markets are expected to continue to benefit from a operates: further recovery. Latin America could continue to face uncertainties in Argentina but is expected to show slight growth in 2014. The Asia Pacific region is expected to grow although at a comparatively slower pace than experienced in recent years. Africa Middle East is expected to gradually improve.
The Group expects cement volumes to increase in all Group regions in 2014. Aggregate volumes are expected to remain flat overall as increases in Asia Pacific, Europe, North America and Africa Middle East are expected to be offset by reduced volumes in Latin America. In ready-mix concrete, volumes are expected to increase in most regions with the exception of Europe and Latin America.
The Group expects that organic growth in operating profit can be achieved in 2014. The ongoing focus on the cost base coupled with all the benefits expected from a programme launched in May 2012 that is intended to reinforce the Group’s market and cost leadership (the “Holcim Leadership Journey”) are intended to lead to a further expansion in operating margins in 2014.”
On page 13 of the Prospectus, Section B.12 for Holcim Ltd as Issuer shall be deleted and replaced with the below:
B.12 Selected Financial The following selected historical key financial information is derived from, is Information: qualified by reference to, and should be read in conjunction with, Holcim Ltd’s audited consolidated financial statements as at, and for the years ended, 31 December 2012 and 2013.
Condensed Consolidated Statement of Income of Group Holcim
Year ended 31 December
2013 20121
(All amounts in CHF millions)
Net sales ...... 19,719 21,160
Gross profit ...... 8,632 8,631
Operating profit ...... 2,357 1,749
Net income before taxes ...... 2,128 1,552
Net income ...... 1,596 1,002
Note: (1) Restated due to changes in accounting policies.
Condensed Consolidated Statement of Financial Position of Group Holcim
As at 31 December
3 2013 20121
(All amounts in CHF millions)
Total current assets ...... 7,590 8,275
Total long-term assets ...... 30,355 32,922
Total assets ...... 37,944 41,198
Total current liabilities ...... 7,461 8,299
Total long-term liabilities ...... 11,807 13,665
Total liabilities ...... 19,267 21,964
Total shareholders’ equity ...... 18,677 19,234
Total liabilities and shareholders’ equity ...... 37,944 41,198
Note: (1) Restated due to changes in accounting policies.
Condensed Consolidated Statement of Cash Flows of Group Holcim
Year ended 31 December
2013 20121
(All amounts in CHF millions)
Cash flow from operating activities .... 2,787 2,643
Cash flow from investing activities .... (1,665) (1,197)
Cash flow from financing activities .... (1,625) (1,127)
Cash and cash equivalents as at December 31 ...... 1,993 2,711
Note: (1) Restated due to changes in accounting policies.
The following selected historical key financial information is derived from, is qualified by reference to, and should be read in conjunction with, Holcim Ltd’s unaudited consolidated financial statements as at, and for the three months ended, 31 March 2013 and 2014.
Condensed Consolidated Statement of Income of Group Holcim
Period ended 31 March
2014 2013
(All amounts in CHF millions)
Net sales ...... 4,088 4,323
Gross profit ...... 1,701 1,777
Operating profit ...... 295 270
Net income before taxes ...... 240 324
Net income ...... 179 295
4 Condensed Consolidated Statement of Financial Position of Group Holcim
As at 31 March
2014 2013
(All amounts in CHF millions)
Total current assets ...... 7,649 8,557
Total long-term assets ...... 30,497 33,470
Total assets ...... 38,146 42,027
Total current liabilities ...... 7,107 8,792
Total long-term liabilities ...... 12,202 12,977
Total liabilities ...... 19,309 21,769
Total shareholders’ equity ...... 18,837 20,258
Total liabilities and shareholders’ equity ...... 38,146 42,027
Condensed Consolidated Statement of Cash Flows of Group Holcim
Period ended 31 March
2014 2013
(All amounts in CHF millions)
Cash flow from operating activities .... (243) (323)
Cash flow from investing activities .... (373) (115)
Cash flow from financing activities .... 328 218
Cash and cash equivalents as at March 31 ...... 1,723 2,601
The following selected historical key financial information is derived from, is qualified by reference to, and should be read in conjunction with, Holcim Ltd’s unaudited consolidated financial statements as at, and for the six months ended, 30 June 2013 and 2014.
Condensed Consolidated Statement of Income of Group Holcim
Period ended 30 June
2014 2013
(All amounts in CHF millions)
Net sales ...... 9,061 9,649
Gross profit ...... 4,013 4,181
Operating profit ...... 962 1,046
Net income before taxes ...... 916 994
Net income ...... 657 760
5 Condensed Consolidated Statement of Financial Position of Group Holcim
As at 30 June
2014 2013
(All amounts in CHF millions)
Total current assets ...... 8,084 8,410
Total long-term assets ...... 30,859 32,264
Total assets ...... 38,943 40,675
Total current liabilities ...... 7,833 8,562
Total long-term liabilities ...... 12,177 12,932
Total liabilities ...... 20,011 21,495
Total shareholders’ equity ...... 18,933 19,180
Total liabilities and shareholders’ equity ...... 38,943 40,675
Condensed Consolidated Statement of Cash Flows of Group Holcim
Period ended 30 June
2014 2013
(All amounts in CHF millions)
Cash flow from operating activities .... 183 267
Cash flow from investing activities .... (757) (536)
Cash flow from financing activities .... 210 (230)
Cash and cash equivalents as at
June 30 ...... 1,678 2,179
The following selected historical key financial information is derived from, is qualified by reference to, and should be read in conjunction with, Holcim Ltd’s audited non-consolidated financial statements as at, and for the years ended, 31 December 2012 and 2013.
Condensed Non-Consolidated Statement of Income Holcim Ltd
Year ended 31 December
2013 2012
(All amounts in CHF millions)
Total income ...... 1,349.1 1,051.0
Total expenses ...... (284.2) (179.1)
Net income ...... 1,064.9 871.9
Condensed Non-Consolidated Balance Sheet Holcim Ltd
As at 31 December
2013 2012
6 (All amounts in CHF millions)
Total current assets ...... 107.5 173.1
Total long-term assets ...... 20,224.5 20,194.4
Total assets ...... 20,332.0 20,367.5
Total current liabilities ...... 238.9 1,215.0
Total long-term liabilities ...... 2,275.0 2,025.0
Total liabilities ...... 2,513.9 3,240.0
Total shareholders’ equity ...... 17,818.1 17,127.5
Total liabilities and shareholders’ equity ...... 20,332.0 20,367.5
Material Change Except as disclosed herein and Section B.4b for Holcim Ltd as Issuer, there has been no material adverse change in the prospects of Holcim Ltd since 31 December 2013. Significant Change Not Applicable – Except as disclosed herein and Section B.4b for Holcim Ltd as Issuer, there has been no significant change in the financial or trading position of Holcim Ltd since 30 June 2014.
AMENDMENTS TO “SUMMARY OF THE PROGRAMME – SECTION B” FOR HOLCIM CAPITAL CORPORATION LTD.
On page 18 of the Prospectus, the wording in Section B.12 for Holcim Capital Corporation Ltd. as Issuer titled “Material Change” and “Significant Change” shall be deemed deleted and replaced with the following wording:
Material Change
“Except as disclosed in Sections B.4b and B.12 for Holcim Ltd, there has been no material adverse change in the prospects of HCC since 31 December 2013.”
Significant Change
“Not Applicable - Except as disclosed in Sections B.4b and B.12 for Holcim Ltd, there has been no significant change in the financial or trading position of HCC since 31 December 2013.”
AMENDMENTS TO “SUMMARY OF THE PROGRAMME – SECTION B” FOR HOLCIM EUROPEAN FINANCE LTD.
On page 20 of the Prospectus, the wording in Section B.12 for Holcim European Finance Ltd. as Issuer titled “Material Change” and “Significant Change” shall be deemed deleted and replaced with the following wording:
Material Change
“Except as disclosed in Sections B.4b and B.12 for Holcim Ltd, there has been no material adverse change in the prospects of HEF since 31 December 2013.”
Significant Change
“Not Applicable - Except as disclosed in Sections B.4b and B.12 for Holcim Ltd, there has been no significant change in the financial or trading position of HEF since 31 December 2013.”
7 AMENDMENTS TO “SUMMARY OF THE PROGRAMME – SECTION B” FOR HOLCIM FINANCE (AUSTRALIA) PTY LTD
On page 22 of the Prospectus, the wording in Section B.12 for Holcim Finance (Australia) Pty Ltd as Issuer titled “Material” and “Significant Change” shall be deemed deleted and replaced with the following wording:
Material Change
“Except as disclosed in Sections B.4b and B.12 for Holcim Ltd, there has been no material adverse change in the prospects of HFAU since 31 December 2013.”
Significant Change
“Not Applicable - Except as disclosed in Sections B.4b and B.12 for Holcim Ltd, there has been no significant change in the financial or trading position of HFAU since 31 December 2013.”
AMENDMENTS TO “SUMMARY OF THE PROGRAMME – SECTION B” FOR HOLCIM FINANCE (CANADA) INC.
On page 24 of the Prospectus, the wording in Section B.12 for Holcim Finance (Canada) Inc. as Issuer titled “Material Change” and “Significant Change” shall be deemed deleted and replaced with the following wording:
Material Change
“Except as disclosed in Sections B.4b and B.12 for Holcim Ltd, there has been no material adverse change in the prospects of HFCA since 31 December 2013.”
Significant Change
“Not Applicable - Except as disclosed in Sections B.4b and B.12 for Holcim Ltd, there has been no significant change in the financial or trading position of HFCA since 31 December 2013.”
AMENDMENTS TO “SUMMARY OF THE PROGRAMME – SECTION B” FOR HOLCIM FINANCE (LUXEMBOURG) S.A.
On page 26 of the Prospectus, the wording in Section B.12 for Holcim Finance (Luxembourg) S.A. as Issuer titled “Material Change” and “Significant Change” shall be deemed deleted and replaced with the following wording:
Material Change
“Except as disclosed in Sections B.4b and B.12 for Holcim Ltd, there has been no material adverse change in the prospects of HFL since 31 December 2013.”
Significant Change
“Not Applicable - Except as disclosed in Sections B.4b and B.12 for Holcim Ltd, there has been no significant change in the financial or trading position of HFL since 31 December 2013.”
AMENDMENTS TO “SUMMARY OF THE PROGRAMME – SECTION B” FOR HOLCIM GB FINANCE LTD.
On page 28 of the Prospectus, the wording in Section B.12 for Holcim GB Finance Ltd. as Issuer titled “Material Change” and “Significant Change” shall be deemed deleted and replaced with the following wording:
Material Change
8 “Except as disclosed in Sections B.4b and B.12 for Holcim Ltd, there has been no material adverse change in the prospects of HGBF since 31 December 2013.”
Significant Change
“Not Applicable - Except as disclosed in Sections B.4b and B.12 for Holcim Ltd, there has been no significant change in the financial or trading position of HGBF since 31 December 2013.”
AMENDMENTS TO “SUMMARY OF THE PROGRAMME – SECTION B” FOR HOLCIM OVERSEAS FINANCE LTD.
On page 30 of the Prospectus, the wording in Section B.12 for Holcim Overseas Finance Ltd. as Issuer titled “Material Change” and “Significant Change” shall be deemed deleted and replaced with the following wording:
Material Change
“Except as disclosed in Sections B.4b and B.12 for Holcim Ltd, there has been no material adverse change in the prospects of HOF since 31 December 2013.”
Significant Change
“Not Applicable - Except as disclosed in Sections B.4b and B.12 for Holcim Ltd, there has been no significant change in the financial or trading position of HOF since 31 December 2013.”
AMENDMENTS TO “SUMMARY OF THE PROGRAMME – SECTION B” FOR HOLCIM US FINANCE S.À R.L. & CIE S.C.S
On page 32 of the Prospectus, the wording in Section B.12 for Holcim US Finance S.à r.l. & Cie S.C.S. as Issuer titled “Material Change” and “Significant Change” shall be deemed deleted and replaced with the following wording:
Material Change
“Except as disclosed in Sections B.4b and B.12 for Holcim Ltd, there has been no material adverse change in the prospects of SCSL since 31 December 2013.”
Significant Change
“Not Applicable - Except as disclosed in Sections B.4b and B.12 for Holcim Ltd, there has been no significant change in the financial or trading position of SCSL since 31 December 2013.”
AMENDMENTS TO “SUMMARY OF THE PROGRAMME – SECTION B” FOR HOLCIM LTD AS GUARANTOR
On page 32 of the Prospectus, Section B.19 B.4b for Holcim Ltd as Guarantor shall be deleted and replaced with the below:
B.19 A description of any “For 2014, Holcim Ltd and its consolidated subsidiaries as a whole (the “Group”) expects the global economy to show another year of uneven performance. B.4b known trends affecting the Guarantor and the Construction markets in Europe are expected to have reached the bottom with slow industries in which it recovery in sight. North American markets are expected to continue to benefit from a operates: further recovery. Latin America could continue to face uncertainties in Argentina but is expected to show slight growth in 2014. The Asia Pacific region is expected to grow although at a comparatively slower pace than experienced in recent years. Africa Middle East is expected to gradually improve.
The Group expects cement volumes to increase in all Group regions in 2014. Aggregate volumes are expected to remain flat overall as increases in Asia Pacific, Europe, North America and Africa Middle East are expected to be offset by reduced
9 volumes in Latin America. In ready-mix concrete, volumes are expected to increase in most regions with the exception of Europe and Latin America.
The Group expects that organic growth in operating profit can be achieved in 2014. The ongoing focus on the cost base coupled with all the benefits expected from a programme launched in May 2012 that is intended to reinforce the Group’s market and cost leadership (the “Holcim Leadership Journey”) are intended to lead to a further expansion in operating margins in 2014.”
On page 33 of the Prospectus, Section B.19 B.12 for Holcim Ltd as Guarantor shall be deleted and replaced with the below:
B.19 Selected Financial The following selected historical key financial information is derived from, is B.12 Information: qualified by reference to, and should be read in conjunction with, Holcim Ltd’s audited consolidated financial statements as at, and for the years ended, 31 December 2012 and 2013.
Condensed Consolidated Statement of Income of Group Holcim
Year ended 31 December
2013 20121
(All amounts in CHF millions)
Net sales ...... 19,719 21,160
Gross profit ...... 8,632 8,631
Operating profit ...... 2,357 1,749
Net income before taxes ...... 2,128 1,552
Net income ...... 1,596 1,002
Note: (1) Restated due to changes in accounting policies.
Condensed Consolidated Statement of Financial Position of Group Holcim
As at 31 December
2013 20121
(All amounts in CHF millions)
Total current assets ...... 7,590 8,275
Total long-term assets ...... 30,355 32,922
Total assets ...... 37,944 41,198
Total current liabilities ...... 7,461 8,299
Total long-term liabilities ...... 11,807 13,665
Total liabilities ...... 19,267 21,964
Total shareholders’ equity ...... 18,677 19,234
Total liabilities and shareholders’ equity ...... 37,944 41,198
Note: (1) Restated due to changes in accounting policies.
10 Condensed Consolidated Statement of Cash Flows of Group Holcim
Year ended 31 December
2013 20121
(All amounts in CHF millions)
Cash flow from operating activities .... 2,787 2,643
Cash flow from investing activities .... (1,665) (1,197)
Cash flow from financing activities .... (1,625) (1,127)
Cash and cash equivalents as at December 31 ...... 1,993 2,711
Note: (1) Restated due to changes in accounting policies.
The following selected historical key financial information is derived from, is qualified by reference to, and should be read in conjunction with, Holcim Ltd’s unaudited consolidated financial statements as at, and for the three months ended, 31 March 2013 and 2014.
Condensed Consolidated Statement of Income of Group Holcim
Period ended 31 March
2014 2013
(All amounts in CHF millions)
Net sales ...... 4,088 4,323
Gross profit ...... 1,701 1,777
Operating profit ...... 295 270
Net income before taxes ...... 240 324
Net income ...... 179 295
Condensed Consolidated Statement of Financial Position of Group Holcim
As at 31 March
2014 2013
(All amounts in CHF millions)
Total current assets ...... 7,649 8,557
Total long-term assets ...... 30,497 33,470
Total assets ...... 38,146 42,027
Total current liabilities ...... 7,107 8,792
Total long-term liabilities ...... 12,202 12,977
Total liabilities ...... 19,309 21,769
Total shareholders’ equity ...... 18,837 20,258
Total liabilities and shareholders’ equity ...... 38,146 42,027
11 Condensed Consolidated Statement of Cash Flows of Group Holcim
Period ended 31 March
2014 2013
(All amounts in CHF millions)
Cash flow from operating activities .... (243) (323)
Cash flow from investing activities .... (373) (115)
Cash flow from financing activities .... 328 218
Cash and cash equivalents as at March 31 ...... 1,723 2,601
The following selected historical key financial information is derived from, is qualified by reference to, and should be read in conjunction with, Holcim Ltd’s unaudited consolidated financial statements as at, and for the six months ended, 30 June 2013 and 2014.
Condensed Consolidated Statement of Income of Group Holcim
Period ended 30 June
2014 2013
(All amounts in CHF millions)
Net sales ...... 9,061 9,649
Gross profit ...... 4,013 4,181
Operating profit ...... 962 1,046
Net income before taxes ...... 916 994
Net income ...... 657 760
Condensed Consolidated Statement of Financial Position of Group Holcim
As at 30 June
2014 2013
(All amounts in CHF millions)
Total current assets ...... 8,084 8,410
Total long-term assets ...... 30,859 32,264
Total assets ...... 38,943 40,675
Total current liabilities ...... 7,833 8,562
Total long-term liabilities ...... 12,177 12,932
Total liabilities ...... 20,011 21,495
Total shareholders’ equity ...... 18,933 19,180
Total liabilities and shareholders’ equity ...... 38,943 40,675
Condensed Consolidated Statement of Cash Flows of Group Holcim
12 Period ended 30 June
2014 2013
(All amounts in CHF millions)
Cash flow from operating activities .... 183 267
Cash flow from investing activities .... (757) (536)
Cash flow from financing activities .... 210 (230)
Cash and cash equivalents as at June 30 ...... 1,678 2,179
The following selected historical key financial information is derived from, is qualified by reference to, and should be read in conjunction with, Holcim Ltd’s audited non-consolidated financial statements as at, and for the years ended, 31 December 2012 and 2013.
Condensed Non-Consolidated Statement of Income Holcim Ltd
Year ended 31 December
2013 2012
(All amounts in CHF millions)
Total income ...... 1,349.1 1,051.0
Total expenses ...... (284.2) (179.1)
Net income ...... 1,064.9 871.9
Condensed Non-Consolidated Balance Sheet Holcim Ltd
As at 31 December
2013 2012
(All amounts in CHF millions)
Total current assets ...... 107.5 173.1
Total long-term assets ...... 20,224.5 20,194.4
Total assets ...... 20,332.0 20,367.5
Total current liabilities ...... 238.9 1,215.0
Total long-term liabilities ...... 2,275.0 2,025.0
Total liabilities ...... 2,513.9 3,240.0
Total shareholders’ equity ...... 17,818.1 17,127.5
Total liabilities and shareholders’ equity ...... 20,332.0 20,367.5
Material Change Except as disclosed herein and Section B.4b for Holcim Ltd as Issuer, there has been no material adverse change in the prospects of Holcim Ltd since 31 December 2013. Significant Change Not Applicable – Except as disclosed herein and Section B.4b for Holcim Ltd as
13 Issuer, there has been no significant change in the financial or trading position of Holcim Ltd since 30 June 2014.
AMENDMENTS TO “RECENT DEVELOPMENTS SINCE 31 DECEMBER 2013”
The wording in the section titled “Recent Developments since 31 December 2013” on page 161 of the Prospectus shall be deemed deleted and replaced with the following wording:
“On 7 April 2014, the Group announced that it intends to enter into a merger of equals with Lafarge to create LafargeHolcim and on 7 July 2014 has entered into a combination agreement in this respect. The proposed combination (the “Combination”) would be structured as a public offer filed by Holcim Ltd for all outstanding shares of Lafarge on the basis of a 1 for 1 exchange ratio with an agreement to have equal dividends on a per share basis between announcement and completion. LafargeHolcim would be listed on the SIX Swiss Exchange in Zurich and Euronext in Paris. It would continue to be domiciled in Switzerland and would operate under the local governance rules. The Board of Directors would be composed with equal numbers of Holcim and Lafarge directors with Wolfgang Reitzle as designated Chairman, Bruno Lafont as CEO and Thomas Aebischer as CFO. The Executive Committee of LafargeHolcim would be formed by members from both companies. The Combination is conditional upon, amongst other things, execution of definitive documentation, approval of the shareholders of Holcim Ltd and obtaining required approvals from the relevant regulatory authorities and other customary authorisations and is expected to be completed by the end of the first half of 2015, subject to obtaining regulatory approvals.
On 7 July 2014, the Group further announced a list of proposed divestments in order to anticipate the potential requirements of competition authorities in the context of the Combination. The Group is proposing asset disposals in Brazil, Canada, France, Hungary, Mauritius, and Serbia. The Group will continue to consider whether divestments are necessary where there might be business overlaps with Lafarge or depending on regulatory requirements. The proposed divestments are subject to further review and discussions with the regulatory authorities and to the agreement of business partners where relevant.”
AMENDMENTS TO “RECENT TRENDS, UNCERTAINTIES AND DEMANDS”
The wording in the section titled “Recent trends, uncertainties and demands” on page 162 of the Prospectus shall be deemed deleted and replaced with the following wording:
“For 2014, the Group expects the global economy to show another year of uneven performance. Construction markets in Europe are expected to have reached the bottom with slow recovery in sight. North American markets are expected to continue to benefit from a further recovery. Latin America could continue to face uncertainties in Argentina but is expected to show slight growth in 2014. The Asia Pacific region is expected to grow although at a comparatively slower pace than experienced in recent years. Africa Middle East is expected to gradually improve.
The Group expects cement volumes to increase in all Group regions in 2014. Aggregate volumes are expected to remain flat overall as increases in Asia Pacific, Europe, North America and Africa Middle East are expected to be offset by reduced volumes in Latin America. In ready-mix concrete, volumes are expected to increase in most regions with the exception of Europe and Latin America.
The Group expects that organic growth in operating profit can be achieved in 2014. The ongoing focus on the cost base coupled with all the benefits expected from the Holcim Leadership Journey are intended to lead to a further expansion in operating margins in 2014.”
AMENDMENTS TO “COMPETITION PROCEEDINGS”
The wording in the section titled “Australia” on page 169 of the Prospectus shall be deemed deleted and replaced with the following wording:
14 “In September 2008, the Australian Competition and Consumer Commission (“ACCC”) filed proceedings against Cement Australia Holdings Pty Ltd, in which the Group holds a 50 per cent. interest, and against three related companies of Cement Australia Holdings Pty Ltd in the Federal Court, Brisbane, and also against the managing director and the business manager of the fly ash business for alleged breaches of the Trade Practices Act 1974. The ACCC has alleged two breaches in relation to entering into and amending a contract to acquire fly ash from Millmerran Power Station in south east Queensland. The ACCC has alleged that Cement Australia Holdings Pty Ltd and related companies had no commercial need for the contracted fly ash from Millmerran Power Station, and by contracting for the fly ash, took advantage of their market power for the purpose of preventing entry and competitive conduct in the relevant concrete-grade fly ash market. On 10 September 2013, the Federal Court in Brisbane decided that the named respondents had breached section 45 of the Australian Competition and Consumer Act (the “ACCA”), that outlaws contracts or arrangements that lessen competition. However, the Federal Court could not find any breach of section 46 of the ACCA regarding the provisions relating to the abuse of market power. The Federal Court reserved its decision on costs and no decision was made on any penalties. The case centres on alleged events dating back to 2002. The Federal Court formalised the interim orders on 28 February 2014. A hearing in relation to penalties will be held on a date to be fixed in August 2014 with a decision on penalties likely to be delivered in 2015. It is at this time that time will begin to run in relation to any appeal.”
The wording in the section titled “Brazil” on page 169 of the Prospectus shall be deemed deleted and replaced with the following wording:
“In 2006, the Secretariat of Economic Law of the Ministry of Justice (“SDE”) initiated a formal administrative investigation against the major Brazilian cement companies, including Holcim (Brasil) S.A., regarding an alleged price fixing, division of market and the blocking of new competitors entering the relevant market. On 10 November 2011, the SDE published a ruling and recommended that the Conselho Administrativo de Defesa Econômica (“CADE”) shall convict nearly all of the investigated cement companies, including Holcim (Brasil) S.A., as well as a number of associations and individual persons. On 28 May 2014, CADE pronounced a unanimous condemnation against six companies, six individuals, and three associations with fines totalling BLR 3.1 billion. CADE also ordered the divestment of plants, prohibition of carrying specific operations in the cement and concrete sector until 2019 and other measures. Holcim (Brasil) S.A. requested clarification in respect of some items of the condemnation on 7 July 2014. Following CADE’s clarifications, the company intends to pursue available means to protect its legal position.”
The wording in the section titled “Germany” on page 170 of the Prospectus shall be deemed deleted and replaced with the following wording:
“On 26 June 2009, the Higher Regional Court of Düsseldorf issued a verdict and reduced the fine for Holcim (Deutschland) AG from EUR 74.0 million (as issued by the Federal Cartel Office “FCO”, in 2003) to EUR 14.6 million for alleged price fixing and quota fixing between at least 1997 and 2001 in the cement sector. Due to German procedural law, Holcim (Deutschland) AG appealed the ruling on 3 July 2009, in order to analyse the grounds for the verdict in detail.
On 8 April 2013, the German Supreme Court ruled on the appeal and reduced the fine for Holcim (Deutschland) AG from EUR 14.6 million to EUR 13.9 million.
Moreover, following the ruling by the FCO, the Belgian company Cartel Damages Claims SA (“CDC”), a private organisation that purchases claims from plaintiffs and pursues those claims against alleged cartel participants, has lodged a claim before the Landgericht Düsseldorf against six major German cement producers (including Holcim (Deutschland) AG) on behalf of cement customers for an aggregate amount of EUR 176.0 million, the precise amount to be fixed by the competent court. CDC alleges that cement customers paid non-competitive prices for cement during the period from at least 1993-2002. On 17
15 December 2013, the Landgericht Düsseldorf has dismissed the CDC claim against six major German cement producers in its entirety. The CDC appealed the decision.”
The wording in the section titled “Hungary” on page 171 of the Prospectus shall be deemed deleted and replaced with the following wording:
“In June 2011, the Hungarian Competition Office (“GVH”) initiated an investigation into the ready-mix concrete industry in the Budapest area by conducting searches in various ready mix concrete plants. While none of Holcim’s plants or other facilities were searched, Holcim Hungária Zrt. was a named respondent in this investigation. Holcim Hungaria Zrt.’s legal successor is party to the proceeding and respondent to the statement of objections issued by the GVH on 20 January 2014. By a decision dated 1 July 2014, the GVH confirmed its accusations regarding the Budapest market (the alleged price fixing and market sharing between 2005 and 2007) and imposed a total fine of HUF 2.7 billion on the respondents. Holcim Hungaria Zrt.’s legal successor was fined HUF 550 million. It will pursue available means to protect its legal position.”
The wording in the section titled “India” on page 171 of the Prospectus shall be deemed deleted and replaced with the following wording:
“On 20 December 2007, the Monopolies and Restrictive Trade Practices Commission (“MRTPC”) issued a “cease and desist order” against Group companies ACC Limited and Ambuja Cements Ltd., thirty-nine other cement producers and the Indian Cement Manufacturers Association (“CMA”) alleging that they engaged in cartelisation and manipulation of cement prices between February and April of 1990. Appeals were submitted against the order and the matter is now pending before the Supreme Court. No fines were imposed by the MRTPC.
On 29 February 2008, the MRTPC issued a “cease and desist order” against nine cement companies, including ACC Limited, concerning an alleged concerted price increase in Jabalpur in 2001. Appeals were submitted against the order and the matter is now pending before the Supreme Court. No fines were imposed by the MRTPC.
In August 2010, the Competition Commission of India (“CCI”) initiated an investigation in India against the CMA and eleven cement manufacturers, including ACC Limited and Ambuja Cements Ltd.
In June 2012 the CCI issued an order and imposed fines against eleven cement producers, two of them being ACC Limited and Ambuja Cements Ltd. ACC Limited and Ambuja Cements Ltd. have been fined approximately INR 11.5 billion and INR 11.6 billion, respectively. Each company had filed an appeal together with an interim application for stay of penalty before the Competition Appellate Tribunal (“CAT”). The CAT subsequently granted each application for stay subject to a deposit by each company of 10 per cent. of the penalty amount with which they had been respectively fined. The appeal proceedings are ongoing.
On 2 January 2014, the CCI passed a prima facie order directing an investigation to be conducted on alleged price fixing and market allocation on several cement companies in India in violation of the Competition Act. In mid May 2014 ACC Limited and Ambuja Cements Ltd. duly submitted their answers to the CCI requests for information.”
NO SIGNIFICANT OR MATERIAL ADVERSE CHANGE
Paragraph 3 of the section titled “General Information” on page 232 of the Prospectus shall be deemed deleted and replaced with the following wording:
“Except as disclosed on pages 13 to 28 of the unaudited consolidated financial statements of Holcim Ltd as at and for the six month period ended 30 June 2014 and in the sections titled “Recent Developments since 31 December 2013” on page 161 of the Prospectus, “Recent trends, uncertainties and demands” on page 162 of the Prospectus, “Competition Proceedings – Australia” on page 169 of the Prospectus, “Competition
16 Proceedings – Brazil” on page 169 of the Prospectus, “Competition Proceedings – Germany” on page 170 of the Prospectus, “Competition Proceedings – Hungary” on page 171 of the Prospectus and “Competition Proceedings – India” on 171 of the Prospectus, there has been no significant change in the financial or trading position of HCC, HEF, HFAU, HFCA, HFL, HGBF, HOF or SCSL since 31 December 2013, or of Holcim Ltd since 30 June 2014, and no material adverse change in the prospects of HCC, HEF, HFAU, HFCA, HFL, HGBF, HOF or SCSL since 31 December 2013”.
RESPONSIBILITY STATEMENT
Each of the Issuers and the Guarantor accepts responsibility for the information contained in this Supplement. Each of the Issuers and the Guarantor declares that, having taken all reasonable care to ensure that such is the case, the information contained 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.
Save as disclosed in this Supplement or in any document incorporated by reference in the Prospectus by virtue of this Supplement, no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus has arisen or been noted, as the case may be, since the publication of the Prospectus.
THE DATE OF THIS SUPPLEMENT IS 11 AUGUST 2014
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