Obbligazione CLAAS KG mbH 0% ( DE000A0DLTL6 ) in EUR

Emittente CLAAS KG mbH
Prezzo di mercato 100 EUR  ▼ 
Paese  Germania
Codice isin  DE000A0DLTL6 ( in EUR )
Tasso d'interesse 0%
Scadenza 24/04/2015 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione CLAAS KOMMANDITGESELLSCHAFT AUF AKTIEN MBH DE000A0DLTL6 in EUR 0%, scaduta


Importo minimo /
Importo totale /
Descrizione dettagliata CLAAS KOMMANDITGESELLSCHAFT AUF AKTIEN MBH è un'azienda tedesca leader nella produzione di macchine agricole, nota soprattutto per le mietitrebbie e altre attrezzature per la raccolta e la lavorazione dei cereali.

The Obbligazione issued by CLAAS KG mbH ( Germany ) , in EUR, with the ISIN code DE000A0DLTL6, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 24/04/2015









CLAAS KOMMANDITGESELLSCHAFT AUF AKTIEN MBH
(Harsewinkel, Federal Republic of Germany)
(established under German law as a Limited Partnership limited by shares)

80,000,000 Subordinated Perpetual Securities
Issue Price: 79.946.000 = 99,9325 %
The 80,000,000 subordinated perpetual securities (the "Securities") have been
issued by Class Kommanditgesellschaft auf Aktien mit beschränkter Haftung (the
"Issuer" or the "Company") on October 8, 2004 (the "Issue Date") in denominations
of 50,000 each (the "Issue"). The Securities bear interest from and including the
Issue Date to but excluding October 8, 2014, at a rate of 7.62% per annum on the
nominal amount of the Securities, payable annually in arrears on October 8 of each
year, commencing on October 8, 2005 (each a "Fixed Remuneration Payment
Date"). Thereafter, unless previously redeemed, the Securities bear interest at a rate
of 5.50% per annum above the Euro inter-bank offered rate for three-months' deposit
in Euro (EURIBOR) on the nominal amount of the Securities, all as described in more
detail herein. Payments of interest may be deferred by the Issuer as described in "THE
SECURITIES - § 4 (3) (Remuneration ­ Remuneration Deferral)".
The Securities have no final maturity date and will not be redeemed except if the
Issuer, at its sole discretion, calls and redeems the Securities (in whole but not in part)
at their Redemption Amount effective October 8, 2014, or as of any Floating Payment
Date thereafter. The Issuer may also call and redeem the Securities at their Early
Redemption Amount if a Tax Event or an Accounting Event occurs at any time prior
to October 8, 2014, all as described in more detail herein.
The obligations of the Issuer under the Securities constitute unsecured obligations of
the Issuer which are subordinated in accordance with their terms and which rank pari
passu among themselves. In the event of liquidation, dissolution, insolvency,
composition or other proceedings for the avoidance of insolvency of the Issuer, claims
against the Issuer under the security shall rank at least pari passu with all present and
future unsecured liabilities and obligations of the Issuer which are subordinated
pursuant to an agreement between the respective creditor and the Issuer. They rank in
priority to the claims of any shareholders against the Issuer, to the extent that such
claims, at the time of their creation, constitute equity­replacing loans or equivalent
claims of a shareholder.
Given the complexity of the terms and conditions, an investment in the Securities
is suitable only for experienced investors who understand and are in a position to
evaluate the risks inherent therein.

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See "Risk Factors" for a discussion of certain factors that should be considered
by prospective investors.
The Securities are initially represented by a temporary global security (the
"Temporary Global Security") without coupons. The Temporary Global Security
will be exchangeable for a permanent global security (the "Permanent Global
Security") without coupons. The Temporary Global Security and the Permanent
Global Security shall each be signed manually by two authorized signatories of the
Issuer and shall each be authenticated by or on behalf of the Principal Paying Agent.
Definitive Securities and interest coupons shall not be issued. The Global Securities
will be kept in custody by or on behalf of the clearing system until all obligations of
the Issuer under the Securities have been satisfied.
The date of this Listing Prospectus is April 29, 2005.
Capitalised terms in this document have the meanings assigned to them under "THE
SECURITIES ­ § 1 Definitions and Interpretation".

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THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") AND INCLUDE SECURITIES IN REGISTERED FORM
THAT ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. SUBJECT TO
CERTAIN EXCEPTIONS, THE SECURITIES MAY NOT BE OFFERED, SOLD
OR DELIVERED WITHIN THE UNITED STATES OR TO U.S. PERSONS.
The Securities are governed by the laws of the Federal Republic of Germany
("Germany").
The Global Securities have been deposited with Clearstream Banking AG, Frankfurt
am Main, Federal Republic of Germany ("Clearstream Frankfurt"). The Securities
may be transferred in book-entry form only.
Payment of principal and remuneration on the Securities shall be made to the
Principal Paying Agent for on-payment to Clearstream Frankfurt or to its order to
credit to the respective account holders upon presentation and (in the case of the
payment in respect of principal) surrender of the Global Security.
The Securities have not been rated by any rating agency. There can be no assurance,
however, that the Securities will not be rated in the future. Should such future rating
be lower than expected by market participants at the time, this may have a material
adverse effect on the market price of the Securities.
In this Prospectus references to "euro" or "EUR" or "" are to the single unified
currency of the members of the European Union, including Germany, which adopted
the euro in accordance with the treaty on European Union, as amended.
The Issuer accepts responsibility for the information contained in this Prospectus. To
the best of its knowledge and belief, the information contained in this Listing
Prospectus is in accordance with the facts and does not omit anything likely to affect
the import of such information.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the
Issuer to subscribe for or purchase any of the Securities and should not be considered
to be a recommendation by the Issuer or any other person that any recipient of this
Prospectus should subscribe for or purchase any of the Securities.
The Securities may not be offered or sold, directly or indirectly, and neither this
document nor any other offering material may be distributed or published in any
jurisdiction, except under circumstances that will result in compliance with any
applicable laws and regulations. For a description of certain restrictions on offers and
sales of the Securities and distribution of this Prospectus, see "SUBSCRIPTION AND
SALE" below.
No person has been authorized to give any information or to make any
representations, other than those contained in this Prospectus or incorporated by
reference herein, in connection with the issue or sale of the Securities and, if given or
made, such information or representations must not be relied upon as having been
authorized by or on behalf of the Issuer. Neither the delivery of this Prospectus nor

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any offer, sale or delivery made in connection with the issue of the Securities shall,
under any circumstances, constitute a representation that there has been no change or
development likely to involve a change in the condition (financial or otherwise) of the
Issuer since the date hereof or create any implication that the information contained
herein is correct as of any date subsequent to the date hereof or the date as of which
that information is dated herein to be given.

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TABLE OF CONTENTS
CLAUSE
PAGE
DOCUMENTS INCORPORATED BY REFERENCE ................................................ 7
RISK FACTORS ........................................................................................................... 8
THE SECURITIES ...................................................................................................... 10
SUMMARY CONSOLIDATED FINANCIAL DATA .............................................. 35
USE OF PROCEEDS .................................................................................................. 37
CAPITALIZATION .................................................................................................... 38
THE ISSUER ............................................................................................................... 39
CORPORATE BODIES .............................................................................................. 41
REPRESENTATION AND BUSINESS MANAGEMENT ................................................... 41
MANAGING DIRECTORS OF THE GENERAL PARTNER............................................... 41
SUPERVISORY BOARD ............................................................................................. 42
SHAREHOLDERS' MEETING ..................................................................................... 42
SHAREHOLDERS' COMMITTEE (GESELLSCHAFTERAUSSCHUSS) ................................. 43
SUBSIDIARIES AND ASSOCIATED COMPANIES.......................................................... 44
BUSINESS OF THE ISSUER ..................................................................................... 44
OVERVIEW .............................................................................................................. 44
PRODUCT RANGE .................................................................................................... 44
PRODUCTION SITES................................................................................................. 46
REAL ESTATE.......................................................................................................... 47
INTELLECTUAL PROPERTY ...................................................................................... 47
LITIGATION............................................................................................................. 47
INVESTMENTS ......................................................................................................... 47
RECENT DEVELOPMENTS AND OUTLOOK................................................................ 47
RATING ...................................................................................................................... 48
TAXATION................................................................................................................. 49
SUBSCRIPTION AND SALE .................................................................................... 53
SUBSCRIPTION......................................................................................................... 53
SELLING RESTRICTIONS .......................................................................................... 53
GENERAL INFORMATION...................................................................................... 56
AUTHORIZATION..................................................................................................... 56
LITIGATION............................................................................................................. 56

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MATERIAL CHANGE................................................................................................ 56
PAYMENT INFORMATION......................................................................................... 56
LUXEMBOURG LISTING ........................................................................................... 56
CLEARING CODE ..................................................................................................... 57
AVAILABILITY OF DOCUMENTS .............................................................................. 57


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DOCUMENTS INCORPORATED BY REFERENCE

The 2004 and 2003 annual report (Geschäftsbericht) of the Issuer, including the
audited consolidated financial statement as of and for the fiscal year ended 30
September, 2004 and 2003 prepared in accordance with accounting principles
generally accepted in the United States of America ("US GAAP") is incorporated by
reference in this Prospectus. Copies of the documents which are incorporated herein
by reference and the financial statements of the Issuer for all subsequent years (such
future financial statements not being incorporated in this Listing Prospectus by
reference) may be inspected and will be available free of charge from the offices of
Dresdner Bank Luxembourg S.A., 26, rue du Marché-aux-Herbes, L-2097
Luxembourg, as long as any Securities are listed on the Luxembourg Stock Exchange
and the rules of the Luxembourg Stock Exchange so require. The Issuer does not
publish interim financial statements.


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RISK FACTORS
Before making an investment decision with respect to the Securities, you should
carefully consider the risks relating to the Securities described below, in addition to
the other information in this Listing Prospectus. The following is a summary of
certain risk factors and is not exhaustive. Prospective investors should consider all of
the information provided in this Listing Prospectus or documents incorporated by
reference into this Listing Prospectus and consult with their own professional
advisors if they consider it necessary.
Payments of Remuneration on the Securities are in the Discretion of the Issuer
The Issuer has the option to defer any payment of Remuneration on the Securities in
its sole discretion. The payment of Remuneration only becomes compulsory for the
Issuer if (i) a dividend, other distribution or other payment was resolved in respect of
any class of shares of the Issuer at the last Annual General Meeting or any subsequent
general meeting (Hauptversammlung) directly preceding the Payment Date for such
Remuneration, (ii) the Issuer has declared or made any payment of interest,
remuneration or distribution on a Parity Security or a Junior Security since the
preceding Payment Date; (iii) the Issuer has declared a distribution to its unlimited
partner (Komplementär) since the preceding Payment Date, (iv) the Issuer has
repurchased Parity Securities or Junior Securities since the preceding Payment Date,
or (v) an order is made for the winding-up, or dissolution or liquidation of the Issuer.
If the payment of remuneration becomes compulsory in accordance with these
provisions, all payments or remuneration previously deferred by the Issuer will also
become due for payment.
The Securities will participate in Annual Net Losses of the Issuer
The Terms and Conditions provide that the Nominal Amount of the Securities is
written down in case of an annual net loss (Jahresfehlbetrag) for a given financial
year which would be recorded in the consolidated financial statements of the Issuer
after prior allocation of such losses to the capital and earning reserves, the stated share
capital and the capital contribution of the limited partners (Kommanditisten). If there
has been a reduction of the Nominal Amount of the Securities at the time the
Securities become due for repayment and such repayment is not based on a
termination by the Issuer according to the Terms and Conditions the repayment
amount of the Securities will be lower than the Nominal Amount of the Securities.
Accordingly, annual net losses of the Issuer may result in the Securityholders
incurring a loss on their investment upon redemption.
The Securities have no scheduled Maturity
The Securities have an indefinite term and will generally only be redeemed if the
Issuer chooses to exercise its right of redemption in accordance with the Terms and
Conditions. The Securityholders should be aware that the Terms and Conditions of
the Securities do not contain any express termination rights for the Securityholders.

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No express Events of Default
The Securityholders should be aware that the Terms and Conditions of the Securities
do not contain any express events of default.
Claims under the Securities are subordinated
The obligations of the Issuer under the Securities constitute unsecured obligations of
the Issuer which are subordinated to the full prior payment of all existing and future
unsubordinated indebtedness of the Issuer. Furthermore, claims against the Issuer
under the Securities are subordinated to the claims of any shareholders against the
Issuer unless such claims, at the time of their creation, constitute equity-replacing
loans or equivalent claims of a shareholder.
Consequently, in the event of the liquidation, dissolution, insolvency, composition or
other proceedings for the avoidance of insolvency of the Issuer, no amounts will be
payable in respect of the Securities until the claims of all creditors and shareholders of
the Issuer which rank in priority to the claims of the Securityholders pursuant to the
Terms and Conditions, shall have first been satisfied in full.
Unsubordinated liabilities of the Issuer may also arise from events that are not
reflected on the balance sheet of the Issuer, including, without limitation, the issuance
of guarantees or the incurrence of other contingent liabilities on an unsubordinated
basis. Claims made under such guarantees or such other contingent liabilities will
become unsubordinated liabilities of the Issuer that in a winding-up or insolvency
proceeding of the Issuer will need to be paid in full before the obligation under the
Securities may be satisfied.
No Restrictions on the Incurrence of additional Debt by the Issuer
There is no restriction on the amount of debt which the Issuer may issue and which
would rank senior to or pari passu with the Securities. Such issuance of further debt
may reduce the amount recoverable by the Securityholders upon winding-up or
insolvency of the Issuer or may increase the likelihood that the Issuer may elect to
defer payments of Remuneration under the Securities.
There has been no prior Market for the Securities
There is currently no secondary market for the Securities. There can be no assurance
that an active market in the Securities will develop. There will be no market maker or
any other person obliged to maintain or develop such market in the Securities and
therefore no assurance can be made that as secondary market for the Securities will
develop or, if it develops, that it will continue.

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TERMS AND CONDITIONS OF THE SECURITIES

THE GERMAN TEXT OF THE TERMS AND CONDITIONS
OF THE SECURITIES IS LEGALLY BINDING.
THE ENGLISH TRANSLATION IS FOR CONVENIENCE ONLY.

TERMS AND CONDITIONS

BEDINGUNGEN
of the
der
80,000,000
80.000.000
Subordinated Perpetual Securities
nachrangigen Schuldverschreibungen
issued by
ohne Fälligkeitstag der


Claas Kommanditgesellschaft auf Aktien mbH,
Claas Kommanditgesellschaft auf Aktien mbH,
Harsewinkel, Germany
Harsewinkel, Deutschland



§ 1
§ 1
DEFINITIONS AND INTERPRETATION
DEFINITIONEN UND AUSLEGUNG
Unless the context otherwise requires, the
Soweit aus dem Zusammenhang nicht etwas
following terms will have the following meanings
anderes hervorgeht, haben die nachfolgenden
in these Terms and Conditions:
Begriffe in diesen Bedingungen die folgende
Bedeutung:
Present Values has the meaning specified in
Abgezinste Werte hat die in § 5(2) festgelegte
§ 5(2).
Bedeutung.
Initial Reference Rate has the meaning specified
Anfangsreferenzzinssatz hat die in § 5(2)
in § 5(2).
festgelegte Bedeutung.
GAAP means either International Financial
Anwendbare
Rechnungslegungsvorschriften
Reporting Standards (IFRS) or accounting
bezeichnet entweder die International Financial
principles generally accepted in the United States
Reporting Standards (IFRS) oder die in den
of America (US GAAP), whichever of these
Vereinigten Staaten von Amerika allgemein
accounting standards are applied by the Issuer for
anerkannten
Grundsätze
ordnungsgemäßer
the drawing up of its consolidated financial
Rechnungslegung (US GAAP), je nach dem,
statements for the relevant financial year of the
welche dieser Rechnungslegungsvorschriften die
Issuer.
Emittentin
zur
Erstellung
ihres
Konzernjahresabschlusses für das jeweilige
Geschäftsjahr anwendet.
Issue Date means 8 October 2004.

Ausgabetag bezeichnet den 8. Oktober 2004.
Terms and Conditions means these terms and
Bedingungen bezeichnet diese Bedingungen der
conditions of the Securities.
Wertpapiere.
Calculation Agent has the meaning specified in
Berechnungsstelle hat die in § 10(3) festgelegte
§ 10(3).
Bedeutung.
Calculation Period has the meaning specified in
Berechnungszeitraum hat die in § 4(2)(d)
§ 4(2)(d).
festgelegte Bedeutung.

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Document Outline