Bond LANXES AG 0.25% ( XS1501363425 ) in EUR

LANXES AG

100 % ▼

Germany

XS1501363425 ( in EUR )

0.25% per year ( payment 1 time a year)

07/10/2021 - Bond has expired

Prospectus brochure of the bond Lanxess AG XS1501363425 in EUR 0.25%, expired

1 000 EUR

500 000 000 EUR

LANXESS AG is a German specialty chemicals company operating globally, producing and selling high-performance materials, including plastics, rubber, and intermediates, for diverse industries like automotive, construction, and electronics.

The Bond issued by LANXES AG ( Germany ) , in EUR, with the ISIN code XS1501363425, pays a coupon of 0.25% per year.
The coupons are paid 1 time per year and the Bond maturity is 07/10/2021

Debt Issuance Programme Prospectus
3 May 2016
This document constitutes the base prospectus of LANXESS Aktiengesellschaft for the purposes of Article 5.4 of
Directive 2003/71/EC, as amended (the "Prospectus Directive"), in respect of non-equity securities within the
meaning of Art. 22 No. 6 (4) of the Commission Regulation (EC) No. 809/2004 of 29 April 2004, as amended,
("Non-Equity Securities") (the "Debt Issuance Programme Prospectus" or the "Prospectus").

LANXESS Aktiengesellschaft
(incorporated in the Federal Republic of Germany)
as Issuer

EUR 5,000,000,000
Programme for the Issuance of Debt Instruments (the "Programme")

Application has been made to list Notes to be issued under the Programme on the official list of the Luxembourg
Stock Exchange and to admit Notes to trading on the regulated market of the Luxembourg Stock Exchange (as
defined below) during a period of 12 months from the date of approval. Notes may also be listed on the Frankfurt
Stock Exchange or any other stock exchange or will not be listed at all as the Issuer and the relevant Dealer(s)
may agree.
The Issuer has requested the Commission de Surveillance du Secteur Financier (the "CSSF") to provide the
competent authorities in the Federal Republic of Germany ("Germany") and the Republic of Austria with a
certificate of approval attesting that the Prospectus has been drawn up in accordance with the Law dated 10 July
2005 on prospectuses securities, as amended (Loi relative aux prospectus pour valeurs mobilières) (the
"Luxembourg Law") which transforms Directive 2003/71/EC of the European Parliament and the Council of
4 November 2003, as amended, into Luxembourg law ("Notification"). The Issuer may request the CSSF to
provide competent authorities in additional host Member States within the European Economic Area with a
Notification.
This Prospectus has been approved by the CSSF, has been filed with said authority and will be published in
electronic form together with all documents incorporated by reference on the website of the Luxembourg Stock
Exchange (www.bourse.lu) and on the website of LANXESS Aktiengesellschaft (www.lanxess.com). By
approving a prospectus, the CSSF shall give no undertaking as to the economic and financial soundness of the
transaction and the quality or solvency of the Issuer in line with the provisions of Article 7 (7) of the
Luxembourg Law. This Prospectus is valid for a period of 12 months from its date of approval.
Arranger
Deutsche Bank
Dealers
BayernLB
Banco Bilbao Vizcaya Argentaria, S.A.
Barclays
BofA Merrill Lynch
Citigroup Commerzbank
Deutsche Bank
DZ BANK AG
Helaba J.P.
Morgan
Mizuho Securities
Santander Global Banking
Société Générale Corporate and Investment
Standard Chartered Bank
Banking
UniCredit Bank

NOTICE
This Prospectus should be read and construed with any supplement hereto and with any other documents
incorporated by reference. Full information on the Issuer and any Tranche of Notes (as defined herein) is only
available on the basis of the combination of the Prospectus and the final terms (the "Final Terms") relating to
such Tranche.
LANXESS Aktiengesellschaft, with its registered office in Cologne, Federal Republic of Germany (the "Issuer",
"LANXESS", "LANXESS AG", the "Company" and, together with all of its affiliated companies within the
meaning of the German Stock Corporation Act (Aktiengesetz), the "LANXESS Group" or the "Group") has
confirmed to Deutsche Bank Aktiengesellschaft (the "Arranger") and to the dealers set forth on the cover page
and any additional dealer (each a "Dealer" and together the "Dealers") that this Prospectus contains to the best
of its knowledge all information which is material in the context of the Programme and the issue and offering of
Notes thereunder, that the information contained herein is accurate in all material respects and is not misleading,
that the opinions and intentions expressed herein are honestly held and that there are no other facts the omission
of which would make this Prospectus as a whole or any of such information or the expression of any such
opinions or intentions misleading.
To the extent permitted by the laws of any relevant jurisdiction neither the Arranger nor any Dealer accepts any
responsibility for the accuracy and completeness of the information contained in this Prospectus or any
supplement hereof, or any other document incorporated by reference nor for the information contained in any
Final Terms.
The Issuer has undertaken with the Dealers to publish a supplement to this Prospectus or to publish a new
Prospectus if and when information herein should become materially inaccurate or incomplete or in the event of
any significant new factor, material mistake or inaccuracy relating to the information included in this Prospectus
which is capable of affecting the assessment of the Notes and, where approval by the CSSF of any such
document is required, upon such approval having been given.
No person has been authorized by the Issuer 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 Issuer or such other information as in the public domain and, if given or made, such
information or representation should not be relied upon as having been authorized by the Issuer, the Dealers or
any of them.
This Prospectus is valid for 12 months from the date of its approval and it and any supplement hereto as well as
any Final Terms reflect the status as of their respective dates of issue. Neither the delivery of this Prospectus nor
any Final Terms nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication
that the information contained in this Prospectus is accurate and complete subsequent to their respective dates of
issue or that there has been no adverse change in the financial situation of the Issuer since such date or that any
other information supplied in connection with the Programme is accurate at any time subsequent to the date on
which it is supplied or, if different, the date indicated in the document containing the same.
The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession the Prospectus or any Final Terms comes
are required by the Issuer and the Dealers to inform themselves about and to observe any such restrictions. For a
description of certain restrictions applicable in the United States of America, the European Economic Area in
general, the United Kingdom and Northern Ireland, Luxembourg and Japan see "Selling Restrictions" on pages
154 to 158 of this Prospectus. In particular, the Notes have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act"), and are subject to tax law requirements of the
United States of America; subject to certain exceptions, Notes may not be offered, sold or delivered within the
United States of America or to U.S. persons.

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This Prospectus may be used for subsequent offers by Dealers and/or further financial intermediaries only
insofar as and for the period so specified in the Final Terms for the relevant tranche of Notes (each a "Tranche").
The language of this Prospectus is English. Any part of this Prospectus in the German language constitutes a
translation. In respect of the issue of any Tranche of Notes under the Programme, the German text of the Terms
and Conditions may be controlling and binding if so specified in the Final Terms.
Neither the 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 authorized or to any person to whom it
is unlawful to make such an offer or solicitation.
Neither this Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or to
purchase any Notes and should not be considered as a recommendation by the Issuer, the Dealers or any
of them that any recipient of this Prospectus or any Final Terms should subscribe for or purchase any
Notes.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any stabilising manager(s)) in the applicable Final
Terms may over-allot Notes or effect transactions with a view to supporting the market price of the Notes
at a level higher than that which might otherwise prevail. However, there is no assurance that the
Stabilising Manager(s) (or persons acting on behalf of a stabilising manager) will undertake stabilisation
action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the
terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it
must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60
days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation or over-allotment
must be conducted by the relevant Stabilising Manager(s) (or persons acting on behalf of any Stabilising
Manager(s)) in accordance with all applicable laws and rules.
In this Prospectus all references to "", "EUR", "Euro", "euro" and "EURO" are to the currency introduced at
the start of the third stage of the European Economic and Monetary Union, and as defined in Article 2 of Council
Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the euro, as amended, and all references to
"U.S. dollars" and "US $" are to the lawful currency of the United States of America.
Any descriptions or references to business figures or developments refer to the business years 2014/2015, unless
specified otherwise. References to "we" or "our" should be read as references to the LANXESS Group.
Any websites included in the Prospectus, except for the website www.bourse.lu, are for information purposes
only and do not form part of the Prospectus.
This Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that
does not relate to historical facts and events. They are based on analyses or forecasts of future results and
estimates of amounts not yet determinable or foreseeable. These forward-looking statements are identified by the
use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan",
"predict", "project", "will" and similar terms and phrases, including references and assumptions. This applies, in
particular, to statements in this Prospectus containing information on future earning capacity, plans and
expectations regarding LANXESS Group's business and management, its growth and profitability, and general
economic and regulatory conditions and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that the Issuer
makes to the best of its present knowledge. These forward-looking statements are subject to risks, uncertainties
and other factors which could cause actual results, including LANXESS Group's financial condition and results
of operations, to differ materially from and be worse than results that have expressly or implicitly been assumed
or described in these forward-looking statements. LANXESS Group's business is also subject to a number of
risks and uncertainties that could cause a forward-looking statement, estimate or prediction in this Prospectus to

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become inaccurate. Accordingly, investors are strongly advised to read the following sections of this Prospectus:
"Risk Factors" and "LANXESS AG". These sections include more detailed descriptions of factors that might have
an impact on LANXESS Group's business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not occur. In
addition, neither the Issuer nor the Dealers assume any obligation, except as required by law, to update any
forward-looking statement or to conform these forward-looking statements to actual events or developments.

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TABLE OF CONTENTS
SUMMARY ........................................................................................................................................................... 1
GERMAN TRANSLATION OF THE SUMMARY ........................................................................................ 15
RISK FACTORS ................................................................................................................................................. 30
RESPONSIBILITY STATEMENT ................................................................................................................... 38
CONSENT TO USE THE PROSPECTUS ....................................................................................................... 38
GENERAL DESCRIPTION OF THE PROGRAMME .................................................................................. 39
TERMS AND CONDITIONS OF THE NOTES .............................................................................................. 44
FORM OF FINAL TERMS ............................................................................................................................. 111
DESCRIPTION OF RULES REGARDING RESOLUTIONS OF HOLDERS .......................................... 128
LANXESS AG ................................................................................................................................................... 130
TAXATION ....................................................................................................................................................... 147
SUBSCRIPTION AND SALE .......................................................................................................................... 154
GENERAL INFORMATION .......................................................................................................................... 159
INCORPORATION BY REFERENCE .......................................................................................................... 161
NAMES AND ADDRESSES ............................................................................................................................ 163

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SUMMARY
Summaries are made up of disclosure requirements known as `Elements'. These Elements are numbered in
Sections A E (A.1 E.7).
This Summary contains all the Elements required to be included in a summary for this type of securities and
Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence
of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities and
Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short
description of the Element is included in the summary with the mention of `not applicable'.
Section A Introduction and warnings
Element

A.1 Warnings Warning
that:
·
this Summary should be read as an introduction to the Prospectus;

·
any decision to invest in the Notes should be based on consideration of the
Prospectus as a whole by the investor;

·
where a claim relating to the information contained in the Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the Member States, have to bear the costs of translating the
Prospectus, before the legal proceedings are initiated; and

·
civil liability attaches only to the persons who have tabled the Summary
including any translation thereof, but only if the Summary is misleading,
inaccurate or inconsistent when read together with the other parts of the
Prospectus or it does not provide, when read together with the other parts
of the Prospectus, key information in order to aid investors when
considering whether to invest in the Notes.
A.2 Consent
to
[Each Dealer and/or each further financial intermediary subsequently reselling or
use the
finally placing Notes is entitled to use the Prospectus for the subsequent resale or
Prospectus
final placement of the Notes during the period from [] to [], provided however,
that the Prospectus is still valid in accordance with Article 11 (2) of the
Luxembourg law on prospectuses for securities, as amended (Loi relative aux
prospectus pour valeurs mobilières) which implements Directive 2003/71/EC of
the European Parliament and of the Council of 4 November, 2003 (as amended by
Directive 2010/73/EU of the European Parliament and of the Council of
24 November 2010).

The Prospectus may only be delivered to potential investors together with all
supplements published before such delivery. Any supplement to the Prospectus is
available for viewing in electronic form on the website of the Luxembourg Stock
Exchange (www.bourse.lu) and on the website of LANXESS Aktiengesellschaft
(www.lanxess.com).

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When using the Prospectus, each Dealer and/or relevant further financial
intermediary must make certain that it complies with all applicable laws and
regulations in force in the respective jurisdictions.

[Such consent is also subject to and given under the condition [·].]

In the event of an offer being made by a Dealer and/or a further financial
intermediary, the Dealer and/or the further financial intermediary shall
provide information to investors on the terms and conditions of the Notes at
the time of that offer.]

[Not applicable. The Issuer does not give consent to the use of the Prospectus for
the subsequent resale or final placement of the Notes to any Dealer or financial
intermediary.]

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Section B LANXESS Aktiengesellschaft
Element

B.1 Legal
and
LANXESS Aktiengesellschaft is the legal and commercial name.
commercial name
of the Issuer
B.2 Domicile,
legal LANXESS AG is a German stock corporation (Aktiengesellschaft)
form, legislation,
incorporated under the laws of and domiciled in the Federal Republic of
country of
Germany.
incorporation
B.4b
Description of any Not applicable; there are no known trends affecting LANXESS AG.
known trends
affecting the
Issuer and the
industries in
which it operates
B.5
Description of the
LANXESS AG is the ultimate parent company of the LANXESS Group,
Group and the
which consists of numerous subsidiaries and affiliates in Germany and
Issuer's position
elsewhere.
within the Group
B.9
Profit forecast or
Not applicable; no profit forecast or estimate is made.
estimate
B.10 Qualifications
in
Not applicable; PricewaterhouseCoopers Aktiengesellschaft,
the audit report
Wirtschaftsprüfungsgesellschaft has audited the consolidated financial
on the historical
statements prepared by the LANXESS AG for the business years from 1
financial
January to 31 December 2015 and 1 January to 31 December 2014 and has
information
issued unqualified auditor´s reports (uneingeschränkte Bestätigungsvermerke)
in each case.
B.12
Selected historical key financial information

In million
As of and for the year ended

31 December 2015
31 December 2014

Sales 7,902 8,006

Operating result (EBIT)
415
218

Income after income
167 44
taxes

Net cash provided by
692 797
operating activities

Cash outflows for
434 614
purchases of intangible
assets, property, plant
and equipment

Total assets
7,219
7,250

Equity 2,323 2,161

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Material
adverse
There has been no material adverse change in the prospects of LANXESS AG
change
since 31 December 2015.
Significant Not applicable; there has been no significant change in the financial or trading
changes in the
position of LANXESS AG since 31 December 2015.
financial or
trading position
B.13 Recent
Events
In 2015, LANXESS continued to implement its extensive realignment
programme. In connection with the therefore established "Let's LANXESS
again" programme established to this end, LANXESS discontinued production
of ethylene propylene diene monomer (EPDM) rubber at the site in Marl,
Germany, by the end of the first quarter of 2016.
Also in this context in September 2015 LANXESS entered into a 50-50 joint
venture agreement with Aramco Overseas Company B.V. to form a strategic
alliance named ARLANXEO. This strategic alliance comprises the global
synthetic rubber business of the LANXESS Business Units Tire & Specialty
Rubbers and High Performance Elastomers carved-out by LANXESS into the
joint venture ARLANXEO. LANXESS believes this alliance offers the
Business Units concerned potential access to strategic raw materials in the
medium term. The transaction has been approved by all relevant antitrust
authorities and was completed on 1 April 2016. With the completion of the
transaction LANXESS has received cash proceeds of approximately 1.2
billion and the 50 percent share in ARLANXEO was transferred to Aramco
Overseas Holdings Coöperatief U.A.
In April 2016 LANXESS announced to acquire the Clean & Disinfect business
of The Chemours Company which will be integrated into the LANXESS
Business Unit Material Protection Products. The business is expected to
contribute approximately 100 million of sales based on 2015 figures. The
purchase price of approximately 210 million will be financed through
existing liquidity. Closing of the transaction is expected for the second half of
2016 and is subject to approval from anti-trust authorities.
B.14
Please read Element B.5 together with the information below
Dependence
upon
Not applicable; LANXESS AG is the parent company of the LANXESS
other entities
Group.
within the group
B.15
A description of
LANXESS AG is a globally operating chemicals enterprise organized in three
the Issuer's
business segments until the first quarter of 2016. The Performance Polymers
principal activities segment combines LANXESS' synthetic rubber and engineering plastics
activities. The Advanced Intermediates segment is one of the world's leading
suppliers of industrial chemical intermediates and a key player in the custom
synthesis and manufacturing of chemical precursors and specialty active
ingredients. The Performance Chemicals segment combines LANXESS'
application-oriented process and functional chemicals operations. The start of
the joint venture ARLANXEO will impact LANXESS' reporting structure
from the second quarter of 2016 onwards. The Performance Polymers segment
will be replaced by the ARLANXEO segment (comprising the Tire &
Specialty Rubbers and High Performance Elastomers Business Units) and the
High Performance Materials segment (comprising the High Performance
Materials Business Unit). The Advanced Intermediates and Performance
Chemicals segments will remain unchanged.

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B.16 Controlling
Not applicable; LANXESS AG is to its knowledge neither directly nor
Persons
indirectly owned or controlled.
B.17 Credit
ratings Standard and Poor's Credit Market Services Europe Limited ("Standard &
assigned to the
Poor's")1,2 has assigned the long-term credit rating BBB- (outlook positive)
Issuer
and Moody's Investors Service Ltd. ("Moody's")3,2 has assigned an Baa3
(outlook stable) rating to the Issuer.4

1 Standard & Poor's is established in the European Community and is registered under Regulation (EC) No 1060/2009 of the European
Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended (the "CRA Regulation").
2 The European Securities and Markets Authority publishes on its website (https://www.esma.europa.eu/supervision/credit-rating-
agencies/risk) a list of credit rating agencies registered in accordance with the CRA Regulation. That list is updated within five working days
following the adoption of a decision under Article 16, 17 or 20 CRA Regulation. The European Commission shall publish that updated list in
the Official Journal of the European Union within 30 days following such update.
3 Moody's is established in the European Community and is registered under Regulation (EC) No 1060/2009 of the European Parliament and
of the Council of 16 September 2009 on credit rating agencies, as amended (the "CRA Regulation").
4 A credit rating assesses the creditworthiness of an entity and informs an investor therefore about the probability of the entity being able to
redeem invested capital. It is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at
any time.

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