BAYER AKTIENGESELLSCHAFT (incorporated in the Federal Republic of Germany) as Issuer and as Guarantor for Notes issued by

Transcription

1 Second Supplement dated July 29, 2016 to the Debt Issuance Programme Prospectus dated March 31, 2016 This document constitutes a supplement (the Supplement) within the meaning of Article 16(1) of Directive 2003/71/EC of the European Parliament and of the Council of November 4, 2003, as amended (the Prospectus Directive) and should be read in conjunction with the four base prospectuses, as supplemented by the supplement dated May 2, 2016 (the First Supplement): (i) the base prospectus of Bayer Aktiengesellschaft in respect of non-equity securities within the meaning of Art. 22 No. 6 (4) of the Commission Regulation (EC) No. 809/2004 of April 29, 2004, as amended (Non-Equity Securities), (ii) the base prospectus of Bayer Capital Corporation B.V. in respect of Non-Equity Securities, (iii) the base prospectus of Bayer Holding Ltd. in respect of Non-Equity Securities and (iv) the base prospectus of Bayer Nordic SE in respect of Non-Equity Securities (together, the Prospectus). BAYER AKTIENGESELLSCHAFT (incorporated in the Federal Republic of Germany) as Issuer and as Guarantor for Notes issued by BAYER CAPITAL CORPORATION B.V. (incorporated in the Netherlands) BAYER HOLDING LTD. (incorporated in Japan) BAYER NORDIC SE (incorporated in Finland) 15,000,000,000 Programme for the Issuance of Debt Instruments This Supplement has been approved by the Commission de Surveillance du Secteur Financier in its capacity as competent authority under the Luxembourg law of July 10, 2005 as amended relating to prospectuses for securities (Loi relative aux prospectus pour valeurs mobiliéres) (the Luxembourg Act), has been filed with said authority and will be published in electronic form (together with the documents incorporated by reference into this Supplement) on the website of the Luxembourg Stock Exchange (

2 Bayer Aktiengesellschaft (Bayer AG and together with its consolidated subsidiaries, the Bayer Group, Group or Bayer) with its registered office in Leverkusen, Germany, Bayer Capital Corporation B.V. (Bayer Capital Corp) with its registered office in Mijdrecht, The Netherlands, Bayer Holding Ltd. (Bayer Holding Ltd.) with its registered office in Tokyo, Japan and Bayer Nordic SE (Bayer Nordic) with its registered office in Espoo, Finland (each an Issuer and together the Issuers) are solely responsible for the information given in this Supplement. The Issuers accept responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuers (which have taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. Terms defined or otherwise attributed meanings in the Prospectus have the same meaning in this Supplement. This Supplement is prepared for the purposes of amending and supplementing the information contained in the Prospectus. It shall only be distributed in connection with the Prospectus. To the extent that there is any inconsistency between any statement in this Supplement and any other statement in or incorporated by reference in the Prospectus, the statements in this Supplement will prevail. Save as disclosed on the pages 3 8 of this Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus which is capable of affecting the assessment of Notes issued under the Programme since the publication of the Prospectus. The Issuers have confirmed to the Dealers that the Prospectus as supplemented by this Supplement contains all information with regard to each Issuer and the Notes which is material in the context of the Programme and the issue and offering of Notes thereunder; that the information contained therein with respect to each Issuer and the Notes is accurate in all material respects and is not misleading; that any opinions and intentions expressed therein are honestly held and based on reasonable assumptions; that there are no other facts, the omission of which would make any statement, whether fact or opinion, in the Prospectus or this Supplement misleading in any material respect; and that all reasonable enquiries have been made to ascertain all facts and to verify the accuracy of all statements contained therein. No person has been authorised to give any information which is not contained in or not consistent with the Prospectus or this Supplement or any other information supplied in connection with the Programme and, if given or made, such information must not be relied upon as having been authorised by or on behalf of the Issuers or any of the Dealers. Neither the Arranger nor any Dealer nor any person mentioned in the Prospectus or this Supplement, excluding the Issuers, is responsible for the information contained in the Prospectus or this Supplement or any document incorporated therein by reference, and accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons accepts any responsibility for the accuracy and completeness of the information contained in any of these documents. In accordance with Article 13 paragraph 2 of the Luxembourg Act, investors who have already agreed to purchase or subscribe for the Notes before this Supplement is published have the right, exercisable within a time limit of two working days after the publication of this Supplement, to withdraw their acceptances, provided that the new factor, mistake or inaccuracy referred to in Article 13 paragraph 1 of the Luxembourg Act arose before the final closing of the offer to the public and delivery of the Notes. The final date for the right of withdrawal will be August 2, v

3 Supplemental Information: 1. Changes relating to the Summary Section B Bayer AG a) Under Element B.12 (Selected historical key financial information) on page 3 of the Prospectus the following information shall be inserted at the beginning of the column: June 30, 2016 June 30, 2015 (a) in million Euro Sales 23,687 23,796 Net income (b) 2,891 2,498 Net cash flow (c) (d) 3,304 2,683 Total assets 75,474 75,663 Equity 24,035 22,466 (a) 2015 figures restated. As of December 31, 2015, Bayer Diabetes Care activities met the definition of discontinued operations according to IFRS 5 Non-current assets held for sale and discontinued operations. Accordingly, Diabetes Care business has been presented as discontinued operations in the period from January 1, 2016 to June 30, 2016 and in the respective comparative financial information in the consolidated financial statements of the Bayer Group. (b) Net income = Income (loss) after income taxes attributable to Bayer AG stockholders (c) Net cash flow = cash flow from operating activities according to IAS 7 (d) From continuing and discontinued operations Information extracted, without material adjustment, from the unaudited reviewed condensed consolidated interim financial statements of the Bayer Group as of and for the six months ended June 30, b) Under Element B.12 (Significant changes in the financial or trading position) on page 3 of the Prospectus the information shall be replaced by the following: B.12 Significant change in the financial or trading position Not applicable. There has been no significant change in the financial or trading position of the Bayer Group since the publication of the unaudited reviewed condensed consolidated interim financial statements as of and for the six months ended June 30, c) Under Element B.13 (Recent developments) on page 3 of the Prospectus the following text shall be inserted at the end of the column: Standard & Poor s gives Bayer a long-term issuer rating of A, while Moody s gives Bayer a long-term rating of A3. The short-term ratings are A-2 (Standard & Poor s) and P-2 (Moody s). Both rating agencies are currently reviewing these ratings with regard to a potential downgrade. 2. Changes relating to the Summary Section B Bayer Capital Corp a) Under Element B.12 (Selected historical key financial information) on page 5 of the Prospectus the following information shall be inserted at the beginning of the column: v

4 in thousand Euro Interest income 12,234 23,535 Income after taxes Net cash flow from operating activities 1,000 1,900 Total assets 603,357 1,601,124 Stockholder's equity 12,008 13,756 Information extracted, without material adjustment, from the unaudited unconsolidated interim financial statements of Bayer Capital Corp as of and for the six months ended June 30, b) Under Element B.12 (Significant changes in the financial or trading position) on page 5 of the Prospectus the information shall be replaced by the following: B.12 Significant change in the financial or trading position Not applicable. There has been no significant change in the financial or trading position of Bayer Capital Corp since the publication of the unaudited unconsolidated interim financial statements as of and for the six months ended June 30, Changes relating to the Summary Section B Bayer Holding Ltd. a) Under Element B.12 (Selected historical key financial information) on page 7 of the Prospectus the following information shall be inserted at the beginning of the column: in million Yen Total revenue 12,880 17,721 Net income after taxes 9,840 15,896 Net cash flow from operating activities 7,456 11,341 Total assets 222, ,249 Total net assets 92,958 88,700 Information extracted, without material adjustment, from the unaudited unconsolidated interim financial statements of Bayer Holding Ltd. as of and for the six months ended June 30, b) Under Element B.12 (Significant changes in the financial or trading position) on page 7 of the Prospectus the information shall be replaced by the following: B.12 Significant change in the financial or trading position Not applicable. There has been no significant change in the financial or trading position of Bayer Holding Ltd. since the publication of the unaudited unconsolidated interim financial statements as of and for the six months ended June 30, Changes relating to the Summary Section B Bayer Nordic a) Under Element B.12 (Selected historical key financial information) on page 9 of the Prospectus the following information shall be inserted at the beginning of the column: v

5 in thousand Euro Total revenue 5,057 5,800 Net income (loss) after taxes 409, ,906 Total assets 3,765,149 3,690,608 Stockholder's equity 1,707,948 1,332,625 Information extracted, without material adjustment, from the unaudited unconsolidated interim financial statements of Bayer Nordic as of and for the six months ended June 30, b) Under Element B.12 (Significant changes in the financial or trading position) on page 9 of the Prospectus the information shall be replaced by the following: B.12 Significant change in the financial or trading position Not applicable. There has been no significant change in the financial or trading position of Bayer Nordic since the publication of the unaudited unconsolidated interim financial statements as of and for the six months ended June 30, Changes relating to the section Bayer AG a) The following information shall be inserted as first paragraph under the heading Selected Financial Information on page 124 of the Prospectus: The following unaudited reviewed financial information was extracted, without material adjustment, from the unaudited reviewed condensed consolidated interim financial statements of the Bayer Group as of and for the six months ended June 30, June 30, 2016 June 30, 2015 (a) in million Euro Sales 23,687 23,796 Net income (b) 2,891 2,498 Net cash flow (c) (d) 3,304 2,683 Total assets 75,474 75,663 Equity 24,035 22,466 (a) 2015 figures restated. As of December 31, 2015, Bayer Diabetes Care activities met the definition of discontinued operations according to IFRS 5 Non-current assets held for sale and discontinued operations. Accordingly, Diabetes Care business has been presented as discontinued operations in the period from January 1, 2016 to June 30, 2016 and in the respective comparative financial information in the consolidated financial statements of the Bayer Group. (b) Net income = Income (loss) after income taxes attributable to Bayer AG stockholders (c) Net cash flow = cash flow from operating activities according to IAS 7 (d) From continuing and discontinued operations b) The paragraph under the heading Financial Information concerning the Issuer's Assets and Liabilities, Financial Position and Profit and Losses on page 140 of the Prospectus shall be replaced by the following: The consolidated financial statements of the Bayer Group as of and for the fiscal years ended December 31, 2015 and 2014, as of and for the three months ended on March 31, 2016 and as of and for the six months ended on June 30, 2016 are incorporated by reference into this Prospectus. Selected financial information appears in section Selected Financial Information v

6 c) The paragraph under the heading Significant Change in the Issuers' financial or trading position on page 147 of the Prospectus shall be replaced by the following: There has been no significant change in the financial or trading position of the Bayer Group since the publication of the unaudited reviewed condensed consolidated interim financial statements as of and for the six months ended June 30, d) The following information shall be inserted below the information under the heading Significant Change in the Issuers' financial or trading position on page 147 of the Prospectus: Recent developments Standard & Poor s gives Bayer a long-term issuer rating of A, while Moody s gives Bayer a long-term rating of A3. The short-term ratings are A-2 (Standard & Poor s) and P-2 (Moody s). Both rating agencies are currently reviewing these ratings with regard to a potential downgrade. 6. Changes relating to the section Bayer Capital Corporation B.V. a) The following information shall be inserted as first paragraph under the heading Selected Financial Information on page 150 of the Prospectus: The following unaudited financial information was extracted, without material adjustment, from the unaudited unconsolidated interim financial statements of Bayer Capital Corp as of and for the six months ended June 30, in thousand Euro Interest income 12,234 23,535 Income after taxes Net cash flow from operating activities 1,000 1,900 Total assets 603,357 1,601,124 Stockholder's equity 12,008 13,756 b) The paragraph under the heading Financial Information concerning the Issuer's Assets and Liabilities, Financial Position and Profit and Losses - Financial Statements on page 152 of the Prospectus shall be replaced by the following: The financial statements of Bayer Capital Corp as of and for the fiscal years ended December 31, 2014 and 2015, as of and for the three months ended on March 31, 2016 and as of and for the six months ended on June 30, 2016 are incorporated by reference into this Prospectus. Selected financial information appears in section Selected Financial Information. c) The paragraph under the heading Significant Change in financial or trading position on page 152 of the Prospectus shall be replaced by the following: There has been no significant change in the financial or trading position of Bayer Capital Corp since the publication of the unaudited unconsolidated interim financial statements as of and for the six months ended June 30, Changes relating to the section Bayer Holding Ltd. a) The following information shall be inserted as first paragraph under the heading Selected Financial Information on page 153 of the Prospectus: The following unaudited financial information was extracted, without material adjustment, from the unaudited unconsolidated interim financial statements of Bayer Holding Ltd. as of and for the six months ended June 30, v

7 in million Yen Total revenue 12,880 17,721 Net income after taxes 9,840 15,896 Net cash flow from operating activities 7,456 11,341 Total assets 222, ,249 Total net assets 92,958 88,700 b) The paragraph under the heading Financial Information concerning the Issuer's Assets and Liabilities, Financial Position and Profit and Losses - Financial Statements on page 155 of the Prospectus shall be replaced by the following: The financial statements of Bayer Holding Ltd. as of and for the fiscal years ended December 31, 2014 and 2015, as of and for the three months ended on March 31, 2016 and as of and for the six months ended on June 30, 2016 are incorporated by reference into this Prospectus. Selected financial information appears in section Selected Financial Information. c) The paragraph under the heading Significant Change in financial or trading position on page 155 of the Prospectus shall be replaced by the following: There has been no significant change in the financial or trading position of Bayer Holding Ltd. since the publication of the unaudited unconsolidated interim financial statements as of and for the six months ended June 30, Changes relating to the section Bayer Nordic SE a) The following information shall be inserted as first paragraph under the heading Selected Financial Information on page 157 of the Prospectus: The following unaudited financial information was extracted, without material adjustment, from the unaudited unconsolidated interim financial statements of Bayer Nordic as of and for the six months ended June 30, in thousand Euro Total revenue 5,057 5,800 Net income (loss) after taxes 409, ,906 Total assets 3,765,149 3,690,608 Stockholder's equity 1,707,948 1,332,625 b) The paragraph under the heading Financial Information concerning the Issuer's Assets and Liabilities, Financial Position and Profit and Losses - Financial Statements on page 159 of the Prospectus shall be replaced by the following: The financial statements of Bayer Nordic as of and for the fiscal years ended December 31, 2014 and 2015, as of and for the three months ended on March 31, 2016 and as of and for the six months ended on June 30, 2016 are incorporated by reference into this Prospectus. Selected financial information appears in section Selected Financial Information v

8 d) The paragraph under the heading Significant Change in financial or trading position on page 159 of the Prospectus shall be replaced by the following: There has been no significant change in the financial or trading position of Bayer Nordic since the publication of the unaudited unconsolidated interim financial statements as of and for the six months ended June 30, Changes relating to the section General Information The following text shall be inserted on page 180 of the Prospectus after paragraph 13 of GENERAL INFORMATION - Incorporation by Reference: 14. The unaudited reviewed condensed consolidated interim financial statements of the Bayer Group as of and for the six months ended on June 30, 2016 (the Group Q2 Interim Report) consisting of Income Statements (page 31 of the Group Q2 Interim Report), Statements of Comprehensive Income (page 32 of the Group Q2 Interim Report), Statements of Financial Position (page 33 of the Group Q2 Interim Report), Statements of Cash Flows (page 34 of the Group Q2 Interim Report), Statements of Changes in Equity (page 35 of the Group Q2 Interim Report), Notes (pages 36 to 52 of the Group Q2 Interim Report), Responsibility Statement (page 53 of the Group Q2 Interim Report), and Review Report (page 54 of the Group Q2 Interim Report). 15. The unaudited unconsolidated interim financial statements of Bayer Capital Corp as of and for the six months ended on June 30, 2016 (the BCC Q2 Interim Report) consisting of Balance Sheet (pages 5 to 6 of the BCC Q2 Interim Report), Profit and loss account (page 7 of the BCC Q2 Interim Report), Cash flow statement (pages 8 to 9 of the BCC Q2 Interim Report), Notes (pages 10 to 25 of the BCC Q2 Interim Report), and Responsibility Statement (page 28 of the BCC Q2 Interim Report). 16. The unaudited unconsolidated interim financial statements of Bayer Holding Ltd. as of and for the six months ended on June 30, 2016 (the BHL Q2 Interim Report) consisting of Balance Sheet (page 5 of the BHL Q2 Interim Report), Profit and Loss Statement (page 6 of the BHL Q2 Interim Report), Statement of Cash Flows (page 8 of the BHL Q2 Interim Report), Notes (pages 9 to 14 of the BHL Q2 Interim Report), and Responsibility Statement (page 15 of the BHL Q2 Interim Report). 17. The unaudited unconsolidated interim financial statements of Bayer Nordic as of and for the six months ended on June 30, 2016 (the BNSE Q2 Interim Report) consisting of Balance sheet (pages 4 of the BNSE Q2 Interim Report), Profit and loss statement (page 3 of the BNSE Q2 Interim Report), Notes (pages 5 to 9 of the BNSE Q2 Interim Report), and Responsibility Statement (page 10 of the BNSE Q2 Interim Report) v