Siemens Aktiengesellschaft Siemens Capital Company Llc Siemens Financieringsmaatschappij N.V
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SIEMENS AKTIENGESELLSCHAFT (A stock corporation incorporated with limited liability in the Federal Republic of Germany) as Issuer and, in respect of Instruments issued by SIEMENS CAPITAL COMPANY LLC and SIEMENS FINANCIERINGSMAATSCHAPPIJ N.V., as Guarantor SIEMENS CAPITAL COMPANY LLC (A limited liability company organised under the laws of the State of Delaware, United States of America) SIEMENS FINANCIERINGSMAATSCHAPPIJ N.V. (A public company incorporated with limited liability in the Netherlands) as Issuers PROGRAMME FOR THE ISSUANCE OF DEBT INSTRUMENTS Arranger for the Programme MORGAN STANLEY Dealers BARCLAYS CAPITAL CREDIT SUISSE DEUTSCHE BANK GOLDMAN SACHS INTERNATIONAL JPMORGAN MERRILL LYNCH INTERNATIONAL MORGAN STANLEY UBS INVESTMENT BANK This document constitutes three base prospectuses: (i) the base prospectus for Siemens Aktiengesellschaft in respect of non-equity securities in the meaning of Article 22 no. 6 (4) of the Commission Regulation (EC) No. 809/2004 of April 29, 2004 (‘‘Non-Equity Securities’’), (ii) the base prospectus for Siemens Capital Company LLC in respect of Non-Equity Securities, and (iii) the base prospectus for Siemens Financieringsmaatschappij N.V. in respect of Non-Equity Securities (together, the ‘‘Prospectus’’). SIEMENS AKTIENGESELLSCHAFT (A stock corporation incorporated with limited liability in the Federal Republic of Germany) as Issuer and, in respect of Instruments issued by SIEMENS CAPITAL COMPANY LLC and SIEMENS FINANCIERINGSMAATSCHAPPIJ N.V., as Guarantor SIEMENS CAPITAL COMPANY LLC (A limited liability company organised under the laws of the State of Delaware, United States of America) SIEMENS FINANCIERINGSMAATSCHAPPIJ N.V. (A public company incorporated with limited liability in the Netherlands) as Issuers PROGRAMME FOR THE ISSUANCE OF DEBT INSTRUMENTS Application has been made to the Luxembourg Stock Exchange for debt instruments (the ‘‘Instruments’’) issued under the programme (the ‘‘Programme’’) described in the Prospectus to be listed and traded on the market of the Luxembourg Stock Exchange appearing on the list of regulated markets issued by the European Commission during the period of twelve months after the date hereof. However, Instruments may also be issued under the Programme which are listed and traded on another stock exchange or which will not be listed and traded on any stock exchange. The maximum aggregate principal amount of Instruments outstanding under the Programme will not exceed 75,000,000,000. Prospective purchasers of the Instruments should refer to Risk Factors beginning on page 13 of this Prospectus. Application has been made to the Commission de Surveillance de Secteur Financier (the ‘‘CSSF’’) for approval of this Prospectus. This Prospectus replaces in its entirety the Information Memorandum dated March 31, 2004. Arranger for the Programme MORGAN STANLEY Dealers BARCLAYS CAPITAL CREDIT SUISSE DEUTSCHE BANK GOLDMAN SACHS INTERNATIONAL JPMORGAN MERRILL LYNCH INTERNATIONAL MORGAN STANLEY UBS INVESTMENT BANK March 3, 2006 1 TABLE OF CONTENTS Page Page Important Notice and Other Information **** 3 PART C: TERMS AND CONDITIONS OF THE INSTRUMENTS AND RELATED PART A: SUMMARY OF THE DOCUMENTS *********************** 21 PROGRAMME, RISK FACTORS AND 1. Terms and Conditions of the Instruments DESCRIPTION OF ISSUERS ********** 8 (German Language Version) ********** 21 1. Summary of the Programme ********** 8 2. Terms and Conditions of the Instruments 2. Summary of the Description of Risk (English Language Version)*********** 54 Factors *************************** 12 3. Form of Final Terms **************** 82 2.1. Risk Factors relating to the 4. Use of Proceeds ******************** 101 Instruments ********************** 12 5. Guarantee ************************* 102 2.2. Risk Factors relating to Siemens Aktiengesellschaft, Siemens Capital PART D: DESCRIPTION OF ISSUERS **** 110 Company LLC and Siemens 1. Description of Siemens Financieringsmaatschappij N.V. ***** 12 Aktiengesellschaft ****************** 110 3. Summary of the Description of Siemens 2. Description of Siemens Capital Aktiengesellschaft ****************** 13 Company LLC ********************* 136 4. Summary of the Description of Siemens 3. Description of Siemens Capital Company LLC*************** 13 Financieringsmaatschappij N.V. ******* 144 5. Summary of the Description of Siemens Financieringsmaatschappij N.V. ******* 13 PART E: TAXATION******************** 151 PART B: RISK FACTORS *************** 14 PART F: SUBSCRIPTION AND SALE***** 157 1. Risk Factors relating to the Instruments 14 2. Risk Factors relating to Siemens PART G: GENERAL INFORMATION ***** 161 Aktiengesellschaft ****************** 16 3. Risk Factors relating to Siemens Capital PART H: REGISTERED/SPECIFIED Company LLC ********************* 20 OFFICES *************************** 163 4. Risk Factors relating to Siemens Financieringsmaatschappij N.V. ******* 20 2 IMPORTANT NOTICE AND OTHER INFORMATION Responsibility of the Issuers Each of Siemens Aktiengesellschaft, Siemens Capital Company LLC and Siemens Financierings- maatschappij N.V. (each an ‘‘Issuer’’ and together, the ‘‘Issuers’’) (in each case in relation to itself and the Instruments only) and Siemens Aktiengesellschaft in its capacity as guarantor (the ‘‘Guarantor’’) accepts responsibility for the information contained in this Prospectus including, for the avoidance of doubt, the non- binding English version of the Terms and Conditions. The Issuers and the Guarantor declare that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. Prospectus This Prospectus should be read and construed together with any amendment(s) or supplement(s) thereto and with any other documents incorporated by reference and, in relation to any Series (as defined herein) of Instruments, should be read and construed together with the relevant Final Terms (as defined herein). Exclusiveness No person has been authorised by the Issuers or the Guarantor to give any information or to make any representation not contained in or not consistent with this Prospectus or any other document entered into in relation to the Programme or any information supplied by the Issuers or the Guarantor or such other information as is in the public domain and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuers, the Guarantor, the Dealers or any of them. No Responsibility of the Dealers No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and neither the Dealers nor any of their respective affiliates makes any representation or warranty or accepts any responsibility, as to the accuracy or completeness of the information contained in this Prospectus. Significance of Delivery Neither the delivery of this Prospectus or any Final Terms nor the offering, sale or delivery of any Instrument shall, in any circumstances, create any implication that the information contained in this Prospectus is true subsequent to the date thereof or the date upon which this Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial situation of the Issuers or the Guarantor since the date thereof or, as the case may be, the date upon which this Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. Restriction on Distribution, Offer and Sale The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of the Instruments in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms comes are required by the Issuers and the Dealers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Instruments and on the distribution of this Prospectus or any Final Terms and other offering material relating to the Instruments, see ‘‘Subscription and Sale’’. Neither the Instruments nor the Guarantee (as defined in condition 3.B of the terms and conditions) have been, or will be, registered under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’), and the Instruments may include Instruments in bearer form that are subject to U.S. Tax Law requirements. Accordingly, the Instruments are being offered and sold only outside the United States of America (as such term 3 is defined in Regulation S under the Securities Act (‘‘Regulation S’’)) to non-U.S. persons in reliance on Regulation S. For further details, see ‘‘Subscription and Sale.’’ The Instruments have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission in the United States of America nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or the adequacy of this Prospectus. Any representation to the contrary is a criminal offense in the United States of America. Neither this Prospectus nor any Final Terms may be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom