EMTN Base Prospectus Dated 14 May 2014 (Pdf, 2.18

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EMTN Base Prospectus Dated 14 May 2014 (Pdf, 2.18 IMPORTANT NOTICE IMPORTANT: You must read the following before continuing. The following applies to the Prospectus following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Prospectus. In accessing the Prospectus you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THE FOLLOWING PROSPECTUS CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. ANY SECURITIES TO BE ISSUED WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION, AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT). THE FOLLOWING PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your representation: In order to be eligible to view the Prospectus or make an investment decision with respect to the securities, investors must be non-U.S. persons (as defined in Regulation S under the Securities Act) outside the United States who are not acting for the account or benefit of U.S. persons (as defined in Regulation S under the Securities Act). By accessing the Prospectus, you shall be deemed to have represented to us that you are not a U.S. person (as defined in Regulation S under the Securities Act) and/or are not acting for the account or benefit of a U.S. person (as defined in Regulation S under the Securities Act). This Prospectus may only be provided to persons in the United Kingdom in circumstances where Section 21(l) of the Financial Services and Markets Act 2000 does not apply to the Issuers. This Prospectus constitutes an advertisement for the purpose of the Prospectus Regulations (as defined herein). The final copy of the “prospectus”, prepared pursuant to the Prospectus Regulations, will be available for inspection at the registered offices of each of the Issuers, at the specified offices of each of the Paying Agents and on the website of the Luxembourg Stock Exchange. You are reminded that you are accessing the Prospectus on the basis that you are a person by whom the Prospectus may be lawfully accessed in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Prospectus to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuers in such jurisdiction. This Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and, consequently, neither the Issuers, the Guarantor nor the Dealers, nor any person who controls any of them, nor any director, officer, employee or agent of it or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus distributed to you in electronic format and the hard copy version available to you on request from the Issuers, the Guarantor or any Dealer. 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) Under the Euro Medium Term Note Programme described in this Prospectus (the “Programme”), each 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, subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the “Notes”) guaranteed by Holcim Ltd (the “Guarantor” or the “Company”) 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. or Holcim US Finance S.à r.l. & Cie S.C.S. The maximum aggregate nominal amount of Notes from time to time outstanding will not at any time exceed €8,000,000,000 (or the equivalent in other currencies). Application has been made to the Commission de Surveillance du Secteur Financier (the “CSSF”) in its capacity as competent authority under Directive 2003/71/EC as amended, to the extent that such amendments have been implemented in the relevant Member State of the European Economic Area (the “Prospectus Directive”) to approve this Prospectus and application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme for the period of 12 months from the date of this Prospectus to be admitted to the Official List of the Luxembourg Stock Exchange (the “Official List”) and admitted to trading on the regulated market of the Luxembourg Stock Exchange (the “Market”). The Market is a regulated market for the purposes of the Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments (the “Markets in Financial Instruments Directive”). By approving this Prospectus, the CSSF assumes no responsibility as to the economic or financial soundness of the Notes or the quality and solvency of the Obligors (as defined below). Application has also been made to the SIX Swiss Exchange AG (the “SIX Swiss Exchange”) to register this Prospectus as an “issuance programme” for the listing of bonds on the SIX Swiss Exchange in accordance with the listing rules thereof. The relevant Final Terms (as defined herein) in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Luxembourg Stock Exchange or the SIX Swiss Exchange. The CSSF has neither approved nor reviewed information contained in this Prospectus in connection with Notes listed on the SIX Swiss Exchange. The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Prospectus or the quality or solvency of the Issuers in accordance with Article 7(7) of the Prospectus Act 2005. Each Series (as defined herein) of Notes in bearer form will be represented on issue by a temporary global note in bearer form (each a “Temporary Global Note”) or a permanent Global Note in bearer form (each a “Permanent Global Note”). If the Global Notes are stated in the applicable Final Terms to be issued in new global note (“NGN”) form, the Global Notes will be delivered on or prior to the original issue date of the relevant Tranche to a common safekeeper (the “Common Safekeeper”) for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Notes in registered form will be represented by registered certificates (each a “Certificate”), one Certificate being issued in respect of each Noteholder’s entire holding of Registered Notes of one Series. Registered Notes issued in global form will be represented by registered global certificates (“Global Certificates”). If a Global Certificate is held under the New Safekeeping Structure (the “NSS”), the Global Certificate will be delivered on or prior to the original issue date of the relevant Tranche to a Common Safekeeper for Euroclear and Clearstream, Luxembourg. Global Notes which are not issued in NGN form (“Classic Global Notes” or “CGNs”) and Global Certificates which are not held under the NSS may (or in the case of Notes listed on the Luxembourg Stock Exchange will) be deposited on the issue date of the relevant Tranche with a common depositary on behalf of Euroclear and Clearstream Luxembourg (the “Common Depositary”). The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive Notes are described in “Overview of Provisions Relating to the Notes while in Global Form”.
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