Regulatory Filings • Mar 14, 2017
Regulatory Filings
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(A société anonyme established under the laws of the Republic of France)
Under the Euro Medium Term Note Programme (the "Programme") described in this base prospectus (the "Base Prospectus"), Gecina (the "Issuer" or "Gecina"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the "Notes"). The aggregate nominal amount of Notes outstanding will not at any time exceed Euro 4,000,000,000 (or its equivalent in other currencies).
Application has been made to the Autorité des marchés financiers (the "AMF") for approval of this Base Prospectus in its capacity as competent authority pursuant to Article 212-2 of its Règlement général (General Regulation) which implements the Directive 2003/71/EC of 4 November 2003 as amended (the "Prospectus Directive"). This Base Prospectus received the visa no. 17-093 on 13 March 2017 from the AMF.
Application may be made for Notes to be issued under the Programme for a period of 12 months from the date of the visa granted by the AMF on this Base Prospectus to be admitted to trading on Euronext Paris and/or any other regulated market situated in a Member State of the European Economic Area ("EEA") as defined in the Directive 2004/39/EC on financial instruments markets, as amended (each such market being a "Regulated Market"). The Notes issued under the Programme may also be listed on an alternative stock exchange or market, or may be unlisted. The relevant final terms (the "Final Terms") (a form of which is contained herein) in respect of the issue of any Notes will specify whether or not an application will be made for such Notes to be listed and/or admitted to trading and, if so, the relevant Regulated Market(s) or stock exchange(s) where the Notes will be listed and/or admitted to trading.
The minimum denomination of each Note admitted to trading on a Regulated Market in circumstances which require the publication of a prospectus under the Prospectus Directive will be €100,000 (or its equivalent in any other currency at the issue date), or such higher amount as may be allowed or required from time to time by the relevant monetary authority or any laws or regulations applicable to the relevant Specified Currency (as defined in "Terms and Conditions of the Notes – Interest and other Calculations").
Notes may be issued either in dematerialised form ("Dematerialised Notes") or in materialised form ("Materialised Notes") as more fully described herein.
Dematerialised Notes will at all times be in book entry form in compliance with Articles L. 211-3 et seq. of the French Code monétaire et financier. No physical documents of title will be issued in respect of Dematerialised Notes. Dematerialised Notes may, at the option of the Issuer, be (i) in bearer dematerialised form (au porteur) inscribed as from the issue date in the books of Euroclear France ("Euroclear France") (acting as central depositary) which shall credit the accounts of Account Holders (as defined in "Terms and Conditions of the Notes – Form, Denomination(s), Title and Redenomination") including Euroclear Bank S.A./N.V. ("Euroclear"), and the depositary bank for Clearstream Banking, société anonyme ("Clearstream, Luxembourg") or (ii) in registered dematerialised form (au nominatif) and, in such latter case, at the option of the relevant Noteholder (as defined in "Terms and Conditions of the Notes – Form, Denomination(s), Title and Redenomination"), in either fully registered form (au nominatif pur), in which case they will be inscribed either with the Issuer or with the registration agent (designated in the relevant Final Terms) for the Issuer, or in administered registered form (au nominatif administré) in which case they will be inscribed in the accounts of the Account Holders designated by the relevant Noteholders.
Materialised Notes will be in bearer materialised form only and may only be issued outside France. A temporary global certificate in bearer form without interest coupons attached (a "Temporary Global Certificate") will initially be issued in connection with Materialised Notes. Such Temporary Global Certificate will subsequently be exchanged for definitive Materialised Notes in bearer form with, where applicable, coupons for interest or talons attached on or after a date expected to be on or about the fortieth (40th) calendar day after the issue date of the Notes (subject to postponement as described in "Temporary Global Certificates issued in respect of Materialised Notes") upon certification as to non U.S. beneficial ownership as more fully described herein. Temporary Global Certificates will (a) in the case of a Tranche (as defined in "General Description of the Programme") intended to be cleared through Euroclear and/or Clearstream, Luxembourg, be deposited on the issue date with a common depositary on behalf of Euroclear and/or Clearstream, Luxembourg and (b) in the case of a Tranche intended to be cleared through a clearing system other than or in addition to Euroclear and/or Clearstream, Luxembourg or delivered outside a clearing system, be deposited as agreed between the Issuer and the relevant Dealer (as defined below).
At the date of this Base Prospectus, the Programme is rated BBB+ (senior unsecured debt) by Standard & Poor's Credit Market Services France S.A.S ("S&P") and A3 (senior unsecured debt) by Moody's Investors Service Ltd. ("Moody's"). The long term debt of the Issuer is currently rated BBB+ (with positive outlook) by S&P and A3 (with stable outlook) by Moody's. Each of S&P and Moody's is established in the European Union, registered under Regulation (EC) No 1060/2009, as amended (the "CRA Regulation") and included in the list of registered credit rating agencies published on the European Securities and Markets Authority's website (www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with CRA Regulation. Notes issued under the Programme may, or may not, be rated. The rating of the Notes, if any, will be specified in the relevant Final Terms. The relevant Final Terms will specify whether or not such credit ratings are issued by a credit rating agency established in the European Union and registered under the CRA Regulation. Where an issue of Notes is rated, its rating will not necessarily be the same as the rating assigned to the Issuer or the Programme. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change, or withdrawal at any time by the assigning rating agency.
The final terms of the relevant Notes will be determined at the time of the offering of each Tranche and will be set out in the relevant Final Terms.
This Base Prospectus and the documents incorporated by reference herein will be available on the websites of the Issuer (www.gecina.fr) and the AMF (www.amf-france.org).
See "Risk Factors" for a discussion of certain factors which should be considered by prospective investors before deciding to invest in any of the Notes issued under the Programme.
Arranger Natixis Dealers
BNP PARIBAS Crédit Agricole CIB Natixis
CM-CIC Market Solutions HSBC
Société Générale Corporate & Investment Banking
The date of this Base Prospectus is 13 March 2017
This Base Prospectus (including the Documents Incorporated by Reference (as defined below)) contains all relevant information concerning the Issuer, the Issuer and its consolidated subsidiaries taken as a whole (the "Group") and the terms and conditions of the Notes to be issued under the Programme, together with supplements to this Base Prospectus from time to time (each a "Supplement" and together the "Supplements") constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus Directive. In relation to each Tranche (as defined herein) of Notes, the Base Prospectus must be read in conjunction with the relevant Final Terms.
This Base Prospectus is to be read in conjunction with all documents which are incorporated herein by reference (see "Documents Incorporated by Reference" below) and may only be used for the purpose for which it has been published.
No person is or has been authorised to give any information or to make any representation other than those contained or incorporated by reference in this Base Prospectus in connection with the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Arranger or any of the Dealers (each as defined in "General Description of the Programme"). Neither the delivery of this Base Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer or the Group since the date hereof or the date upon which this Base Prospectus has been most recently supplemented or that there has been no adverse change in the financial position of the Issuer or the Group since the date hereof or the date upon which this Base Prospectus has been most recently supplemented or that any other information supplied in connection with the Programme is correct as of 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 Base Prospectus and the offering or sale of the Notes in certain jurisdictions may be restricted by law. For a description of these and certain further restrictions on offers and sales of Notes and the distribution of this Base Prospectus, see "Subscription and Sale" below.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND THE NOTES MAY INCLUDE MATERIALISED NOTES IN BEARER FORM THAT ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, NOTES MAY NOT BE OFFERED, SOLD OR, IN THE CASE OF MATERIALISED NOTES IN BEARER FORM, DELIVERED WITHIN THE UNITED STATES TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")), OR IN THE CASE OF MATERIALISED NOTES IN BEARER FORM, UNITED STATES PERSONS (AS DEFINED IN THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED). THE NOTES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN RELIANCE ON REGULATION S.
This Base Prospectus does not constitute an offer of, or an invitation or solicitation by or on behalf of the Issuer, the Arranger or any of the Dealers to subscribe for or purchase, any of the Notes.
The Arranger and the Dealers have not separately verified the information contained in this Base Prospectus. None of the Dealers or the Arranger makes any representation, express or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the information in this Base Prospectus. Neither this Base Prospectus nor any other information supplied in connection with the Programme (including any information incorporated by reference) is intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by any of the Issuer, the Arranger or the Dealers that any recipient of this Base Prospectus or any other information supplied in connection with the Programme (including any information incorporated by reference) should purchase the Notes. Each potential purchaser of Notes should determine for itself the relevance of the information contained in this Base Prospectus and its purchase of Notes should be based upon such investigation as it deems necessary. None of the Dealers or the Arranger undertakes to review the financial condition or affairs of the Issuer or the Group during the life of the arrangements contemplated by this Base Prospectus nor to advise any investor or potential investor in the Notes of any information coming to the attention of any of the Dealers or the Arranger.
| Page | |
|---|---|
| RISK FACTORS 4 | |
| DOCUMENTS INCORPORATED BY REFERENCE11 | |
| SUPPLEMENT TO THE BASE PROSPECTUS15 | |
| GENERAL DESCRIPTION OF THE PROGRAMME 16 | |
| TERMS AND CONDITIONS OF THE NOTES 22 | |
| TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED NOTES54 | |
| TAXATION55 | |
| SUBSCRIPTION AND SALE 58 | |
| FORM OF FINAL TERMS61 | |
| GENERAL INFORMATION73 | |
| PERSON RESPONSIBLE FOR THE BASE PROSPECTUS 76 | |
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes issued under the Programme. All of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated with Notes issued under the Programme are also described below.
The Issuer believes that the factors (although not exhaustive) described below represent the principal risks inherent in investing in Notes issued under the Programme, but the Issuer may be unable to pay interest, principal or other amounts on or in connection with any Notes for other reasons and the Issuer does not represent that the statements below regarding the risks of holding any Notes are exhaustive. Prospective investors should also read the detailed information set out elsewhere in this Base Prospectus (including any documents incorporated by reference herein) and reach their own views prior to making any investment decision. In particular, investors should make their own assessment as to the risks associated with the Notes prior to investing in Notes issued under the Programme.
The order in which the following risks factors are presented is not an indication of the likelihood of their occurrence.
Terms used but not defined in this section will have the same meaning given to them in the "Terms and Conditions of the Notes".
Factors that may affect the Issuer's ability to fulfil its obligations under or in connection with Notes issued under the Programme.
The risk factors relating to the Issuer and its activity are set out in particular in pages 23 to 52 of the 2016 Registration Document which was filed with the AMF on 24 February 2017 under the registration number no. D. 17-0110 which is incorporated by reference to this Base Prospectus, as set out in the section "Documents Incorporated by Reference" of this Base Prospectus, and includes the following:
Factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme
The following paragraphs describe some risk factors that the Issuer believes are material to the Notes to be offered and/or admitted to trading in order to assess the market risk associated with these Notes. They do not describe all the risks of an investment in the Notes. Prospective investors should consult their own financial and legal advisers about
risks associated with investment in a particular series of Notes and the suitability of investing in the Notes in light of their particular circumstances.
Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:
Set out below is a brief description of certain risks relating to the Notes generally.
The Noteholders will, in respect of all Tranches in any Series, be grouped automatically for the defence of their common interests in a Masse, as defined in Condition 11, and a General Meeting can be held. The Terms and Conditions permit in certain cases defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant General Meeting and Noteholders who voted in a manner contrary to the majority. The General Meeting may deliberate on any proposal relating to the modification of the Terms and Conditions including any proposal, whether for arbitration or settlement, relating to rights in controversy or which were the subject of judicial decisions, as more fully described in Condition 11.
The Terms and Conditions of the Notes are based on French law in effect as at the date of this Base Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to French law or administrative practice after the date of this Base Prospectus.
When Notes are purchased or sold, several types of incidental costs (including transaction fees and commissions) are incurred in addition to the current price of the security. These incidental costs may significantly reduce or even exclude the profit potential of the Notes. For instance, credit institutions as a rule charge their clients for own commissions which are either fixed minimum commissions or pro-rata commissions depending on the order value. To the extent that additional – domestic or foreign – parties are involved in the execution of an order, including but not limited to domestic dealers or brokers in foreign markets, Noteholders must take into account that they may also be charged for the brokerage fees, commissions and other fees and expenses of such parties (third party costs).
In addition to such costs directly related to the purchase of securities (direct costs), Noteholders must also take into account any follow-up costs (such as custody fees). Investors should inform themselves about any additional costs incurred in connection with the purchase, custody or sale of the Notes before investing in the Notes.
Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes or documentary charges or duties in accordance with the laws and practices of the jurisdiction where the Notes are transferred or other jurisdictions. Potential investors are advised not to rely upon the tax summary contained in this Base Prospectus but to ask for their own tax adviser's advice on their individual taxation with respect to the acquisition, holding, disposal and redemption of the Notes. Only these advisors are in a position to duly consider the specific situation of the potential investor. This investment consideration has to be read in connection with the taxation sections of this Base Prospectus.
On 14 February 2013, the European Commission published a proposal for a directive (the "Commission's proposal") for a common financial transaction tax (the "FTT") in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the "Participating Member States").
However, Estonia has since stated that it will no longer be a Participating Member State.
The proposed FTT has a very broad scope, and could, if introduced, apply to certain dealings in the Notes (including secondary market transactions) in certain circumstances.
Under the Commission's proposal, the FTT could apply in certain circumstances to persons both within and outside of the Participating Member States. Generally, it would apply to certain dealings in the Notes provided that at least one party to the transaction is established or deemed established in a Participating Member State and that there is a financial institution established or deemed established in a Participating Member State which is party to the transaction, acting either for its own account or for the account of another person, or acting in the name of a party to the transaction. A financial institution may be, or be deemed to be, "established" in a Participating Member State in a broad range of circumstances, including (a) by transacting with a person established in a Participating Member State or (b) where the financial instrument which is subject to the dealings is issued in a Participating Member State. The rates of the FTT shall be fixed by each Participating Member State but shall amount for transactions involving financial instruments other than derivative contracts to at least 0.1% of the taxable amount.
The FTT proposal remains subject to discussions between the Participating Member States. It may therefore be altered prior to any implementation, the timing of which remains unclear. Additional Member States may decide to participate.
Prospective Holders of the Notes are advised to seek their own professional advice in relation to the FTT.
Subject to the provisions of the relevant Final Terms, the Noteholders, in respect of all Tranches in any Series, will be grouped automatically for the defence of their common interests in a Masse, as defined in Condition 11. However, under French insolvency law, holders of debt securities are automatically grouped into a single assembly of holders (the "Assembly") if a safeguard procedure (procédure de sauvegarde), an accelerated safeguard procedure (procédure de sauvegarde accélérée), an accelerated financial safeguard procedure (procédure de sauvegarde financière accélérée) or a judicial reorganisation procedure (procédure de redressement judiciaire) is opened in France with respect to the Issuer.
The Assembly comprises holders of all debt securities issued by the Issuer (including the Notes), whether or not under the Programme and regardless of their governing law.
The Assembly deliberates on the draft proposed safeguard plan (projet de plan de sauvegarde), draft accelerated safeguard plan (projet de plan de sauvegarde accélérée), draft accelerated financial safeguard plan (projet de plan de sauvegarde financière accélérée) or draft judicial reorganisation plan (projet de plan de redressement) applicable to the Issuer and may further agree to:
Decisions of the Assembly will be taken by a two-third (2/3) majority (calculated as a proportion of the amount of debt securities held by the holders expressing a vote). No quorum is required to hold the Assembly.
For the avoidance of doubt, the provisions relating to the Representation of the Noteholders described in the Terms and Conditions of the Notes set out in this Base Prospectus will not be applicable with respect to the Assembly to the extent they conflict with compulsory insolvency law provisions that apply in these circumstances.
The Programme allows for different types of Notes to be issued. Accordingly, each Tranche of Notes may carry varying risks for potential investors depending on the specific features of such Notes. Set out below is a description of the most common of such features.
In the event of any insolvency or liquidation of the Issuer, holders of Subordinated Notes would receive payments on any outstanding Subordinated Notes only after senior Noteholders and other senior creditors have been repaid in full, if and to the extent that there is still cash available for those payments. Thus, holders of Subordinated Notes generally face a higher performance risk than holders of Unsubordinated Notes. Although Subordinated Notes may pay a higher rate of interest than comparable notes which are not subordinated, there is an enhanced risk that an investor in Subordinated Notes will lose all or some of his investment should the Issuer become insolvent.
Pursuant to Condition 9, the Events of Default applicable to the Subordinated Notes are limited to the following events: (a) a judgment is rendered by any competent court declaring the transfer of the whole of the business (cession totale de l'entreprise) or the judicial liquidation (liquidation judiciaire) of the Issuer or (b) the Issuer is liquidated for any other reason. Condition 9 does not provide for events of default or cross default allowing acceleration of the Subordinated Notes if certain events occur. Accordingly, if the Issuer fails to meet any obligations under the Subordinated Notes, including the payment of any interest, investors will not have the right of acceleration of principal. Upon a payment default, the sole remedy available to Noteholders for recovery of amounts owing in respect of any payment of principal or interest on the Subordinated Notes will be the institution of proceedings to enforce such payment. Notwithstanding the foregoing, the Issuer will not, by virtue of the institution of any such proceedings, be obliged to pay any sum or sums sooner than the same would otherwise have been payable by it.
The Issuer is under no obligation to redeem or repurchase the Undated Subordinated Notes at any time, and, save as otherwise provided in the Final Terms, the Noteholders have no right to require redemption of the Undated Subordinated Notes. Therefore, prospective investors should be aware that they may be required to bear the financial risks of an investment in the Undated Subordinated Notes for an indefinite period.
Interest relating to Undated Subordinated Notes (as defined in Condition 3(b)(i)) may be deferred on any Optional Interest Payment Date in accordance with the provisions of Condition 5(g) and any such failure to pay shall not constitute a default by the Issuer for any purpose. Any interest in respect of the Undated Subordinated Notes not paid on an applicable Optional Interest Payment Date will, so long as the same remains outstanding, be deferred and shall constitute Arrears of Interest and, if due for at least a year, bear interest, and shall be payable as outlined in Condition 5(g).
Any deferral of interest payments will likely have an adverse effect on the market price of the Undated Subordinated Notes. In addition, as a result of the interest deferral provision of the Undated Subordinated Notes, the market price of the Undated Subordinated Notes may be more volatile than the market prices of other debt securities on which original issue discount or interest accrues that are not subject to such deferrals and may be more sensitive generally to adverse changes in the Issuer's financial condition.
There is no restriction on the amount of debt which the Issuer may issue or guarantee. The Issuer and its subsidiaries and affiliates may incur additional indebtedness or grant guarantees in respect of indebtedness of third parties, including indebtedness or guarantees that rank pari passu or senior to the obligations under and in connection with the Subordinated Notes. If the Issuer's financial condition were to deteriorate, the Noteholders could suffer direct and materially adverse consequences, including loss of interest and, if the Issuer were liquidated (whether voluntarily or not), the Noteholders could suffer loss of their entire investment.
The Final Terms for a particular Series of Notes may provide for early redemption at the option of the Issuer (including the Clean-up Call Option, the Residual Call Option and the Make-Whole Redemption by the Issuer). Such right of redemption is often provided for bonds or notes in periods of high interest rates. If the market interest rates decrease, the risk to Noteholders that the Issuer will exercise its right of redemption increases. As a consequence, the yields received upon redemption may be lower than expected, and the redeemed face amount of the Notes may be lower than the purchase price for the Notes paid by the Noteholder. As a consequence, part of the capital invested by the Noteholder may be lost, so that the Noteholder in such case would not receive the total amount of the capital invested. In addition, investors that choose to reinvest monies they receive through an early redemption may be able to do so only in securities with a lower yield than the redeemed Notes.
In particular, with respect to the Clean-up Call Option by the Issuer, there is no obligation under the Terms and Conditions of the Notes for the Issuer to inform investors if and when the threshold of 80% of the initial aggregate principal amount of a particular Series of Notes has been reached or is about to be reached, and the Issuer's right to redeem will exist notwithstanding that immediately prior to the serving of a notice in respect of the exercise of the Clean-up Call Option, the Notes may have been trading significantly above par, thus potentially resulting in a loss of capital invested.
Exercise of the Put Option by the Noteholders in case of a Restructuring Event in respect of certain Notes may affect the liquidity of the Notes of the same Series in respect of which such option is not exercised
Depending on the number of Notes of the same Series in respect of which the Put Option in case of a Restructuring Event provided in the relevant Final Terms is exercised, any trading market in respect of those Notes in respect of which such option is not exercised may become illiquid.
The Make-Whole Redemption by the Issuer or the Residual Call Option by the Issuer are exercisable in whole or in part and exercise of such options by the Issuer in respect of certain Notes may affect the liquidity of the Notes of the same Series in respect of which such option is not exercised
The Make-Whole Redemption by the Issuer provided in Condition 6(d) and the Residual Call Option by the Issuer provided in Condition 6(e) are exercisable in whole or in part.
If the Issuer decides to redeem the Notes in part, such partial redemption shall be effected by reducing the nominal amount of all such Notes in proportion to the aggregate nominal amount redeemed.
Depending on the proportion of the principal amount of all of the Notes so reduced, any trading market in respect of those Notes in respect of which such option is not exercised may become illiquid.
Investment in Notes which bear interest at a fixed rate involves the risk that subsequent changes in market interest rates may adversely affect the value of the relevant Tranche of Notes.
Investment in Notes which bear interest at a floating rate comprise (i) a reference rate and (ii) a margin to be added or subtracted, as the case may be, from such base rate. Typically, the relevant margin will not change throughout the life of the Notes but there will be a periodic adjustment (as specified in the relevant Final Terms) of the reference rate (e.g., every three (3) months or six (6) months) which itself will change in accordance with general market conditions. Accordingly, the market value of Floating Rate Notes may be volatile if changes, particularly short term changes, to market interest rates evidenced by the relevant reference rate can only be reflected in the interest rate of these Notes upon the next periodic adjustment of the relevant reference rate.
Changes in market interest rates have a substantially stronger impact on the prices of zero coupon notes than on the prices of ordinary notes because the discounted issue prices are substantially below par. If market interest rates increase, zero coupon notes can suffer higher price losses than other notes having the same maturity and credit rating. Due to their leverage effect, zero coupon bonds are a type of investment associated with a particularly high price risk.
Fixed to Floating Rate Notes may bear interest at a rate that will automatically, or that the Issuer may elect to, convert from a fixed rate to a floating rate, or from a floating rate to a fixed rate. The conversion (whether automatic or optional) will affect the secondary market in, and the market value of, such Notes since it may lead to a lower overall cost of borrowing. If a fixed rate is converted to a floating rate, the spread on the Fixed to Floating Rate Notes may be less favourable than then prevailing spreads on comparable Floating Rate Notes tied to the same reference rate. In addition, the new floating rate at any time may be lower than the rates on other Notes. If a floating rate is converted to a fixed rate, the fixed rate may be lower than then prevailing rates on its Notes.
The market values of securities issued at a substantial discount or premium from their principal amount tend to fluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing securities. Generally, the longer the remaining term of the securities, the greater the price volatility as compared to conventional interest-bearing securities with comparable maturities.
Set out below is a brief description of the principal market risks, including liquidity risk, exchange rate risk, interest rate risk and credit risk:
The market value of the Notes will be affected by the creditworthiness of the Issuer and a number of additional factors, including, but not limited to the market interest and yield rates and the time remaining to the maturity date.
The value of the Notes depends on a number of interrelated factors, including economic, financial and political events in France or elsewhere, including factors affecting capital markets generally and the stock exchanges on which the Notes are traded. The price at which a Noteholder will be able to sell the Notes prior to maturity may be at a discount, which could be substantial, from the issue price or the purchase price paid by such purchaser.
There can be no assurance that an active trading market for the Notes will develop, or, if one does develop, that it will be maintained. If an active trading market for the Notes does not develop or is not maintained, the market or trading price and liquidity of the Notes may be adversely affected.
If a market for the Notes does develop, it may not be liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. This is particularly the case for Notes that are especially sensitive to interest rate, currency or market risks, are designed for specific investment objectives or strategies or have been structured to meet the investment requirements of limited categories of investors. These types of Notes generally would have a more limited secondary market and more price volatility than conventional debt securities. Illiquidity may have an adverse effect on the market value of Notes.
The Issuer will pay principal and interest on the Notes in the Specified Currency. This presents certain risks relating to currency conversions if an investor's financial activities are denominated principally in a currency or currency unit (the "Investor's Currency") other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the Investor's Currency may impose or modify exchange controls. Such risks generally depend on a number of factors, including financial, economic and political events over which the Issuer has no control. An appreciation in the value of the Investor's Currency relative to the Specified Currency would decrease (1) the Investor's Currency-equivalent yield on the Notes, (2) the Investor's Currency-equivalent value of the principal payable on the Notes and (3) the Investor's Currency-equivalent market value of the Notes.
Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal.
An investment in the Notes involves taking credit risk on the Issuer. If the financial situation of the Issuer deteriorates, it may not be able to fulfil all or part of its payment obligations under the Notes, and investors may lose all or part of their investment.
One or more independent rating agencies may assign ratings to the Notes. The ratings assigned to the Notes by the rating agencies are based on the Issuer's financial situation but take into account other relevant structural features of the transaction, including, inter alia, the terms of the Notes, and reflect only the views of the rating agencies. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed in this paragraph, and other factors that may affect the value of the Notes. The ratings address the likelihood of full and timely payment to the Noteholders of all payments of interest on each interest payment date and repayment of principal on the final payment date. There is no assurance that any such ratings will continue for any period of time or that they will not be reviewed, revised, suspended or withdrawn entirely by the rating agencies as a result of changes in or unavailability of information or if, in the rating agencies' judgement, circumstances so warrant. A credit rating and/or a corporate rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time.
The credit ratings of the Issuer are an assessment of its ability to pay its obligations, including those on the offered Notes. Consequently, actual or anticipated declines in the credit ratings of the Issuer may affect the market value of the relevant Notes.
The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based capital or similar rules. Neither the Issuer, the Dealer(s) nor any of their respective affiliates has or assumes responsibility for the lawfulness of the acquisition of the Notes by a prospective investor of the Notes, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates (if different), or for compliance by that prospective investor with any law, regulation or regulatory policy applicable to it.
Certain of the Dealers, the Calculation Agent and their respective affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform services for, the Issuer and its affiliates in the ordinary course of business out of which conflicting interests may arise. Whilst they will, where relevant, have information barriers and procedures in place to manage conflicts of interest, they may in their other banking activities from time to time be engaged in transactions involving an index or related derivatives which may affect amounts receivable by Noteholders during the term and on the maturity of the Notes or the market price, liquidity or value of the Notes and which could be deemed to be adverse to the interests of the Noteholders.
This Base Prospectus should be read and construed in conjunction with the sections referred to in the table below which are incorporated in, and shall be deemed to form part of, this Base Prospectus and which are included in the following documents, which have been previously published and filed with the AMF:
which are identified in the cross reference table below. Such sections are incorporated in, and shall be deemed to form part of this Base Prospectus.
For information purposes only, free translations in the English language of the 2015 Registration Document and the 2016 Registration Document are available on the Issuer's website (www.gecina.fr).
Any statement contained in the 2015 Registration Document and the 2016 Registration Document shall be deemed to be modified or superseded for the purpose of this Base Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Base Prospectus. Statements contained in any Supplement (or contained in any document incorporated by reference therein) published in accordance with section headed "Supplement to the Base Prospectus" of this Base Prospectus shall, to the extent applicable (whether expressly, by implication or otherwise), be deemed to modify or supersede statements contained in this Base Prospectus or in a document which is incorporated by reference in this Base Prospectus.
Copies of the Documents Incorporated by Reference in this Base Prospectus are available and may be obtained, free of charge, during usual business hours at the registered office of Gecina and at specified offices of the Paying Agent set out at the end of the Base Prospectus so long as any of the Notes are outstanding. Such documents will also be published on the website of the AMF (www.amf-france.org) and on the website of the Issuer (www.gecina.fr).
| Annex IX of the European Regulation 809/2004 of 29 April 2004 |
||
|---|---|---|
| Information incorporated by reference | Page no. in the applicable document | |
| 1. PERSONS RESPONSIBLE | ||
| 1.1 Persons responsible for the information | N/A | |
| 1.2 Statements by the persons responsible |
N/A |
| 2. STATUTORY AUDITORS | ||
|---|---|---|
| 2.1 Names and addresses of the issuer's auditors (together with their membership of a professional body) |
p. 326 in 2016 Registration Document | |
| 2.2 Change of situation of the auditors |
N/A | |
| 3. RISK FACTORS | ||
| 3.1 Risk Factors |
p. 23-52 in 2016 Registration Document | |
| 4. INFORMATION ABOUT THE ISSUER | ||
| 4.1 History and development of the Issuer | ||
| 4.1.1 Legal and commercial name | p. 337 in 2016 Registration Document | |
| 4.1.2 Place of registration of the issuer and its registration number |
p. 337 in 2016 Registration Document | |
| 4.1.3 Date of incorporation and length of life | p. 337 in 2016 Registration Document | |
| 4.1.4 Domicile, legal form, legislation, country of incorporation, address and telephone number |
p. 337 in 2016 Registration Document | |
| 4.1.5 Recent events particular to the issuer which are to a material extent relevant to the evaluation of the issuer's solvency |
p.13-14, 61-65, 75, 85-86 in 2016 Registration Document |
|
| 5. BUSINESS OVERVIEW | ||
| 5.1 Principal activities | ||
| 5.1.1 Description of the issuer's principal activities | p. 17-21 in 2016 Registration Document | |
| 5.1.2 Competitive position | N/A | |
| 6. ORGANISATIONAL STRUCTURE | ||
| 6.1.1 Description of the group and of the issuer's position within it |
p.15-17 in 2016 Registration Document | |
| 6.1.2 Dependence relationships within the group | p.71-73, 120-121 in 2016 Registration Document |
|
| 7. TREND INFORMATION | ||
| 7.1 Trend information |
N/A | |
| 8. PROFIT FORECASTS OR ESTIMATES | ||
| 8.1 Principal assumption | N/A | |
| 8.2 Statement by independent accountants or auditors | N/A | |
| 8.3 Comparable with historical financial information |
N/A | |
| 9. ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES | ||
| 9.1 Information concerning the administrative and management bodies |
p. 145-191 in 2016 Registration Document | |
| 9.2 Administrative, Management, and Supervisory bodies of conflicts of interests |
N/A | |
| 10. MAJOR SHAREHOLDERS |
| 10.1 Information concerning control | p. 196 in 2016 Registration Document |
|---|---|
| 10.2 Description of arrangements which may result in a | p. 204 in 2016 Registration Document |
| change of control | |
| 11. FINANCIAL INFORMATION CONCERNING THE ISSUER'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES |
|
| 11.1 Historical financial information | |
| Consolidated financial statements 2016: | |
| p.79-122, 327-328 in 2016 Registration Document |
|
| audit report: p.327-328 | |
| balance sheet: p.80-81 | |
| income statement: p.82 | |
| accounting policies: p.86-91, 92-97 | |
| explanatory notes: p.85-122 | |
| Non-consolidated financial statements 2016: |
|
| p.123-143 in 2016 Registration Document | |
| audit report: p.329 | |
| balance sheet: p.124-125 | |
| income statement: p.126 | |
| accounting policies: p.127-129 | |
| explanatory notes: p.127-143 | |
| Consolidated financial statements 2015: | |
| p.69-112, 321-322 in 2015 Registration Document |
|
| audit report: p.321-322 | |
| balance sheet: p.70-71 | |
| income statement: p.72 | |
| accounting policies: p.76-86 | |
| explanatory notes: p.75-112 | |
| Non-consolidated financial statements 2015: |
|
| p.114-131 in 2015 Registration Document | |
| audit report: p.323 | |
| balance sheet: p.114-115 | |
| income statement: p.116 | |
| accounting policies: p.117, 117-119 | |
| explanatory notes: p.117-131 | |
| 11.2 Financial statements | p.79-144 in 2016 Registration Document |
| p.69-132 in 2015 Registration Document |
| 11.3 Auditing of historical annual financial information | |
|---|---|
| 11.3.1 Statement on the historical financial information | p.327-329 in 2016 Registration Document |
| p.321-323 in 2015 Registration Document | |
| 11.3.2 Indication of other audited information | p.330-336 in 2016 Registration Document |
| p.324-328 in 2015 Registration Document | |
| 11.3.3 Source of unaudited financial data | N/A |
| 11.4 Age of latest financial information | N/A |
| 11.5 Legal and arbitration proceedings | p. 34-35, 106-107 in 2016 Registration Document |
| 11.6 Significant change in the issuer's financial or trading | N/A |
| position | |
| 12. MATERIAL CONTRACTS | |
| 12.1 Material contracts | N/A |
| 13. THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST |
|
| 13.1 Statement by experts | p. 70-71 in 2016 Registration Document |
| 13.2 Statement by a third party |
p. 50 in 2016 Registration Document |
| 14. DOCUMENTS ON DISPLAY | |
| 14.1 Documents on display | p. 322 in 2016 Registration Document |
The section "Terms and Conditions of the Notes" contained in the Previous Base Prospectuses are incorporated by reference in this Base Prospectus for the purpose only of further issues of Notes to be assimilated (assimilées) and form a single series with Notes already issued under the relevant Previous Base Prospectuses.
| Previous Base Prospectuses | ||
|---|---|---|
| 2013 Base Prospectus | Pages 23 to 51 | |
| 2014 Base Prospectus | Pages 23 to 54 | |
| 2015 Base Prospectus | Pages 25 to 56 | |
| 2016 Base Prospectus | Pages 25 to 57 |
Non-incorporated parts of the 2013 Base Prospectus, the 2014 Base Prospectus, the 2015 Base Prospectus and the 2016 Base Prospectus are not relevant for the investors.
If at any time the Issuer shall be required to prepare a supplement to this Base Prospectus pursuant to the provisions of Article 212-25 of the Règlement général de l'AMF (AMF General Regulation) implementing Article 16 of the Prospectus Directive, following the occurrence of a significant new factor, a material mistake or inaccuracy relating to the information included or incorporated by reference in this Base Prospectus (including the "Terms and Conditions of the Notes") which is capable of affecting the assessment of any Notes, the Issuer will prepare and make available an appropriate supplement to this Base Prospectus or a restated Base Prospectus, which, in respect of any subsequent issue of Notes to be admitted to trading on Euronext Paris or on a Regulated Market, shall constitute a supplement to the Base Prospectus for the purpose of the relevant provisions of the Règlement général de l'AMF (AMF General Regulation) and the Prospectus Directive.
The following overview is qualified in its entirety by the remainder of this Base Prospectus. The Notes will be issued on such terms as shall be agreed between the Issuer and the relevant Dealer(s) and will be subject to the Terms and Conditions of the Notes set out in this Base Prospectus. This chapter is subject to the other information provided in this Base Prospectus and is to be read as such.
Words and expressions defined in "Terms and Conditions of the Notes" below shall have the same meanings in this general description.
| Issuer: | Gecina |
|---|---|
| Description: | Euro Medium Term Note Programme for the continuous offer of Notes (the "Programme") |
| Arranger: | Natixis |
| Dealers: | BNP Paribas, Crédit Industriel et Commercial S.A., Crédit Agricole Corporate and Investment Bank, HSBC Bank plc, Natixis and Société Générale. |
| The Issuer may from time to time terminate the appointment of any Dealer under the Programme or appoint additional dealers either in respect of one or more Tranches or in respect of the whole Programme. References in this Base Prospectus to "Permanent Dealers" are to the persons listed above as Dealers and to such additional persons that are appointed as dealers in respect of the whole Programme (and whose appointment has not been terminated) and references to "Dealers" are to all Permanent Dealers and all persons appointed as a dealer in respect of one or more Tranches. |
|
| Programme Limit: | Up to Euro 4,000,000,000 (or its equivalent in other currencies at the date of issue of any Notes) aggregate nominal amount of Notes outstanding at any time (the "Programme Limit"). The Programme Limit may be increased, as provided in the amended and restated dealer agreement dated 13 March 2017 (the "Dealer Agreement") between the Issuer, the Permanent Dealers and the Arranger. |
| Fiscal Agent and Principal Paying Agent: |
Société Générale |
| Calculation Agent, Redenomination Agent, Consolidation Agent and Put Agent: |
Société Générale |
| Method of Issue: | The Notes may be issued on a syndicated or non-syndicated basis. |
| The Notes will be issued in series (each a "Series") having one or more issue dates and on terms otherwise identical (or identical other than in respect of the first payment of interest), the Notes of each Series being intended to be interchangeable with all other Notes of that Series. Each Series may be issued in tranches (each a "Tranche") on the same or different issue dates. The specific terms of each Tranche (which will be supplemented, where necessary, with supplemental terms and conditions and, save in respect of the issue date, issue price, first payment of interest and nominal amount of the Tranche, will be identical to the terms of other Tranches of the same Series) will be set out in the relevant final terms in relation to such Tranche (the "Final Terms"). |
|
| Maturities: | Subject to compliance with all relevant laws, regulations and directives, any maturity as agreed between the Issuer and the relevant Dealer(s). |
| Currencies: | Subject to compliance with all relevant laws, regulations and directives, Notes may be issued in Euro, U.S. Dollars, Japanese yen, Swiss francs, Sterling and in any other currency agreed between the Issuer and the relevant Dealers. |
|---|---|
| Denomination(s): | Notes shall be issued in the Specified Denomination(s) set out in the relevant Final Terms, save that the Notes admitted to trading on a Regulated Market in circumstances which require the publication of a prospectus under the Prospectus Directive shall have a minimum specified denomination of €100,000 (or its equivalent in any other currency), or such higher amount as may be allowed or required from time to time by the relevant monetary authority or any laws or regulations applicable to the relevant Specified Currency. |
| Unless otherwise permitted by then current laws and regulations, Notes (including Notes denominated in Sterling) which have a maturity of less than one (1) year and in respect of which the issue proceeds are to be accepted by the Issuer in the United Kingdom or whose issue otherwise constitutes a contravention of section 19 of the Financial Services and Markets Act 2000 (the "FSMA") will have a minimum denomination of £100,000 (or its equivalent in other currencies). |
|
| Dematerialised Notes will be issued in one denomination only. | |
| Status of the Unsubordinated Notes: | The unsubordinated notes ("Unsubordinated Notes") will constitute direct, unconditional, unsecured (subject to the provisions of Condition 4(a)) and unsubordinated obligations of the Issuer and will rank at all times pari passu without any preference among themselves and (subject to such exceptions as are from time to time mandatory under French law) equally and rateably with all other present or future unsecured and unsubordinated obligations of the Issuer. |
| Status of the Subordinated Notes: | The subordinated notes ("Subordinated Notes") will constitute direct, unsecured subordinated obligations of the Issuer in accordance with the provisions of Article L. 228-97 of the French Code de commerce, as set out in Condition 3(b) - see "Terms and Conditions of the Notes – Status of Subordinated Notes". The Subordinated Notes may be dated or undated, as provided in the relevant Final Terms. |
| Negative Pledge and Secured Borrowing Covenant: |
There will be a negative pledge and a secured borrowing covenant in respect of the Unsubordinated Notes, in each case as set out in Condition 4 - see "Terms and Conditions of the Notes – Covenants". |
| Events of Default (including cross default): |
There will be events of default including a cross-default in respect of the Unsubordinated Notes and limited events of default only in respect of Subordinated Notes as set out in Condition 9 – see "Terms and Conditions of the Notes – Events of Default". |
| Redemption Amount: | Subject to any laws and regulations applicable from time to time, the relevant Final Terms will specify the basis for calculating the redemption amounts payable. Unless otherwise permitted by then current laws and regulations, Notes (including Notes denominated in Sterling) which have a maturity of less than one (1) year and in respect of which the issue proceeds are to be accepted by the Issuer in the United Kingdom or whose issue otherwise constitutes a contravention of section 19 of the FSMA will have a minimum redemption amount of £100,000 (or its equivalent in other currencies). |
| Optional Redemption (including Make-Whole Redemption): |
The Final Terms issued in respect of each issue of Notes will state whether such Notes may be redeemed prior to their stated maturity at the option of the Issuer (either in whole or in part) and/or the Noteholders and, if so, the terms applicable to such redemption. |
| In particular, if specified in the relevant Final Terms, the Issuer will have the option to redeem the Notes, in whole or in part, at any time or from time to time, prior to their Maturity Date, at the Make-Whole Redemption Amount. |
|
|---|---|
| See Condition 6 "Terms and Conditions of the Notes – Redemption, Purchase and Options". |
|
| Redemption at the option of the Noteholders following a Restructuring Event: |
If the Final Terms issued in respect of a Series of Notes so provide, each Noteholder will have the option to require the Issuer to redeem or, at the Issuer's option, repurchase its Notes at their principal amount together with accrued interest if a Restructuring Event occurs and within the Restructuring Period a Rating Downgrade or a Negative Rating Event in respect of that Restructuring Event occurs. |
| See Condition 6 "Terms and Conditions of the Notes – Redemption, Purchase and Options". |
|
| Residual Call Option: | If a Residual Call Option by the Issuer is specified in the relevant Final Terms, the Issuer may redeem the Notes, in whole or in part, at par together with interest accrued to, but excluding, the date fixed for redemption (including, where applicable, any Arrears of Interest), at any time or from time to time during the period starting on (and including) the Initial Residual Call Option Date (as specified in the relevant Final Terms) and ending on (but excluding) the Maturity Date. |
| Clean-Up Call Option: | If a Clean-up Call Option by the Issuer is specified in the relevant Final Terms, in the event that at least 80% of the initial aggregate principal amount of a particular Series of Notes (which for the avoidance of doubt include any additionnal Notes issued subsequently and forming a single series with the first Tranche of a particular Series of Notes) has been purchased or redeemed by the Issuer, the Issuer may have the option to redeem all, but not some only, of the remaining Notes in that Series at their principal amount together with any interest accrued to the date fixed for redemption. |
| Redemption by Instalments: | The Final Terms issued in respect of each issue of Notes that are redeemable in two or more instalments will set out the dates on which, and the amounts in which, such Notes may be redeemed. |
| Early Redemption: | Except as provided in "Optional Redemption", "Residual Call Option" and "Clean-Up Call Option" above, Notes will be redeemable at the option of the Issuer prior to their stated maturity only for tax reasons, as set out in Condition 6 - see "Terms and Conditions of the Notes – Redemption, Purchase and Options". |
| Taxation: | All payments of principal and interest by or on behalf of the Issuer in respect of the Notes, Receipts or Coupons shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within France or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. |
| If French law should require that payments of principal or interest in respect of any Note, Receipt or Coupon be subject to withholding or deduction in respect of any present or future taxes, duties, assessments or governmental charges of whatever nature, the Issuer will (subject to certain limited exceptions), to the fullest extent then permitted by law, pay such additional amounts as shall result in receipt by the Noteholders or, if applicable, the Receiptholders or the Couponholders, as the case may be, of such amounts as would have been received by them had no such withholding or deduction been required. |
| Interest Periods and Interest Rates: | The length of the interest periods for the Notes and the applicable interest rate or its method of calculation may differ from time to time or be constant for any Series. Notes may have a maximum interest rate, a minimum interest rate, or both. The use of interest accrual periods permits the Notes to bear interest at different rates in the same interest period. All such information (except the method of calculation) will be set out in the relevant Final Terms. |
|
|---|---|---|
| Fixed Rate Notes: | Fixed interest will be payable in arrear on the date or dates in each year specified in the relevant Final Terms. |
|
| Floating Rate Notes: | Floating Rate Notes will be payable in arrear and will bear interest determined separately for each Series as follows: |
|
| (i) | on the same basis as the floating rate under a notional interest rate swap transaction in the relevant Specified Currency governed by the 2013 FBF Master Agreement relating to transactions on forward financial instruments, as published by the Fédération Bancaire Française; or |
|
| (ii) | on the same basis as the floating rate under a notional interest rate swap transaction in the relevant Specified Currency governed by an agreement incorporating the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., and as amended and updated as at the Issue Date of the first Tranche of the Notes of the relevant Series; or |
|
| (iii) | by reference to EURIBOR, EONIA, LIBOR or CMS Rate (or such other benchmark as may be specified in the relevant Terms and Conditions), in each case as adjusted for any applicable margin. |
|
| Interest periods will be specified in the relevant Final Terms. | ||
| The margin (if any) relating to such floating rate will be agreed between the Issuer and the relevant Dealer for each Series of Floating Rate Notes. |
||
| Floating Rate Notes may also have a maximum interest rate, a minimum interest rate or both. |
||
| Fixed/Floating Rate Notes: | Fixed/Floating Rate Notes may bear interest at a rate (i) that the Issuer may elect to convert on the date set out in the Final Terms from a Fixed Rate to a Floating Rate, or from a Floating Rate to a Fixed Rate or (ii) that will automatically change from a Fixed Rate to a Floating Rate or from a Floating Rate to a Fixed Rate on the date set out in the Final Terms. |
|
| Zero Coupon Notes: | Zero Coupon Notes may be issued at their nominal amount or at a discount to it and will not bear interest. |
|
| Redenomination: | Notes issued in the currency of any Member State of the EU which will participate in the single currency of the EU may be redenominated into Euro, all as more fully provided in "Terms and Conditions of the Notes – Form, Denomination(s), Title and Redenomination" below. |
|
| Consolidation: | Notes of one Series may be consolidated with Notes of another Series as more fully provided in Condition 13 - see "Terms and Conditions of the Notes – Further Issues and Consolidation". |
|
| Form of Notes: | Notes may be issued either in dematerialised form ("Dematerialised Notes") or in materialised form ("Materialised Notes"). |
|
| Dematerialised Notes may, at the option of the Issuer, be issued in bearer dematerialised form (au porteur) or in registered dematerialised form (au |
| nominatif) and, in such latter case, at the option of the relevant Noteholder, in either fully registered form (au nominatif pur) or administered registered form (au nominatif administré). No physical documents of title will be issued in respect of Dematerialised Notes. See Condition 1 "Terms and Conditions of the Notes – Form, Denomination(s), Title and Redenomination". |
|
|---|---|
| Materialised Notes will be in bearer materialised form only. A Temporary Global Certificate will be issued initially in respect of each Tranche of Materialised Notes. Materialised Notes may only be issued outside France. |
|
| Governing Law: | French law. |
| Clearing Systems: | (i) Euroclear France as central depositary in relation to Dematerialised Notes and (ii) Clearstream, Luxembourg and Euroclear or any other clearing system that may be agreed between the Issuer, the Fiscal Agent and the relevant Dealer(s) in relation to Materialised Notes. |
| Initial Delivery of Dematerialised Notes: |
Not later than one (1) Paris business day before the issue date of each Tranche of Dematerialised Notes, the lettre comptable relating to such Tranche shall be deposited with Euroclear France as central depositary. |
| Initial Delivery of Materialised Notes: |
On or before the issue date for each Tranche of Materialised Notes, the Temporary Global Certificate issued in respect of such Tranche shall be deposited with a common depositary for Euroclear and Clearstream, Luxembourg or with any other clearing system or may be delivered outside any clearing system provided that the method of such delivery has been agreed in advance by the Issuer, the Fiscal Agent and the relevant Dealer(s). |
| Issue Price: | Notes may be issued at their nominal amount or at a discount or premium to their nominal amount. |
| The price and amount of Notes to be issued under the Programme will be determined by the Issuer and the relevant Dealer(s) at the time of issue in accordance with prevailing market conditions. |
|
| Admission to Trading: | Application may be made for Notes to be issued under the Programme, for a period of 12 months from the date of the visa granted by the AMF on this Base Prospectus, to be admitted to trading on Euronext Paris. The Notes may also be admitted to trading on any other Regulated Market in accordance with the Prospectus Directive or listed on any other stock exchange or market. As specified in the relevant Final Terms, a Series of Notes may be or may not be admitted to trading and may be unlisted. |
| No Offer to the Public: | The Notes shall not be offered to the public in France and/or in any Member State of the EEA. |
| Method of Publication: | This Base Prospectus, any Supplement to this Base Prospectus and any documents incorporated by reference in the Base Prospectus will be published on the websites of (a) the Issuer (www.gecina.fr) and (b), provided they constitute documents on which the AMF has granted a filing or registration number, the AMF (www.amf-france.org). The Final Terms relating to Notes admitted on any Regulated Market in accordance with the Prospectus Directive will be published, so long as such Notes are admitted to trading on Euronext Paris, on the websites of (a) the AMF (www.amf-france.org) and (b) the Issuer (www.gecina.fr). |
| Selling Restrictions: | There are restrictions on the offer and sale of Notes and the distribution of offering material in various jurisdictions including France, the United Kingdom, the United States and Japan. See the section headed "Subscription and Sale" of this Base Prospectus. |
The Issuer is Category 2 for the purposes of Regulation S under the Securities
Materialised Notes will be issued in compliance with U.S. Treas. Reg. §1.163-5(c)(2)(i)(D) or any successor regulation issued under the U.S. Internal Revenue Code of 1986 as amended (the "Code") section 4701(b) that contains rules identical to the rules that currently apply under Code section 163(f)(2)(B) (the "D Rules") unless (i) the relevant Final Terms states that such Materialised Notes are issued in compliance with U.S. Treas. Reg. §1.163-5(c)(2)(i)(C) or any successor regulation issued under Code section 4701(b) that contains rules identical to the rules that currently apply under Code section 163(f)(2)(B) (the "C Rules") or (ii) such Materialised Notes are issued other than in compliance with the D Rules or the C Rules but in circumstances in which the Notes will not constitute "registration required obligations" under the United States Tax Equity and Fiscal Responsibility Act of 1982 ("TEFRA"), which circumstances will be referred to in the relevant Final Terms as a transaction to which TEFRA is not applicable.
Rating: At the date of this Base Prospectus, the Programme is rated BBB+ (senior unsecured debt) by Standard & Poor's Credit Market Services France S.A.S ("S&P") and A3 (senior unsecured debt) by Moody's Investors Service Ltd ("Moody's"). The long term debt of the Issuer is currently rated BBB+ (with positive outlook) by S&P and A3 (with stable outlook) by Moody's. Notes issued under the Programme may, or may not, be rated. The rating of Notes, if any, will be specified in the relevant Final Terms. Each of S&P and Moody's is established in the European Union, registered under Regulation (EC) No 1060/2009, as amended (the "CRA Regulation") and included in the list of registered credit rating agencies published by the European Securities and Markets Authority on its website (www.esma.europa.eu/supervision/creditrating-agencies/risk) in accordance with CRA Regulation. The relevant Final Terms will specify whether or not such credit ratings are issued by a credit rating agency established in the European Union and registered under the CRA Regulation. Credit ratings are subject to revision, suspension or withdrawal at any time by the relevant rating organisation. Where an issue of Notes is rated, its rating will not necessarily be the same as the rating assigned to the Issuer or the Programme. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change, or withdrawal at any time by the assigning rating agency.
The following is the text of the terms and conditions that, subject to completion by Part A of the relevant Final Terms, shall be applicable to the Notes. In the case of Dematerialised Notes, the text of the terms and conditions will not be endorsed on physical documents of title but will be constituted by the following text as completed by Part A of the relevant Final Terms. In the case of Materialised Notes, either (i) the full text of these terms and conditions together with the relevant provisions of Part A of the Final Terms or (ii) these terms and conditions as so completed, supplemented (and subject to simplification by the deletion of non-applicable provisions), shall be endorsed on Definitive Materialised Notes. All capitalised terms that are not defined in these terms and conditions will have the meanings given to them in Part A of the relevant Final Terms. References to "Conditions" are, unless the context requires otherwise, to the numbered paragraphs below. References in the Conditions to "Notes" are to the Notes of one Series only, not to all Notes that may be issued under the Programme.
The Notes are issued by Gecina (the "Issuer" or "Gecina") in series (each a "Series") having one or more issue dates and on terms otherwise identical (or identical save as to the issue date, issue price, first payment of interest and nominal amount of the Tranche), the Notes of each Series being intended to be interchangeable with all other Notes of that Series. Each Series may be issued in tranches (each a "Tranche") on the same or different issue dates. The specific terms of each Tranche (including, without limitation, the aggregate nominal amount, issue price, redemption price thereof and interest, if any, payable thereunder) will be determined by the Issuer and the relevant Dealer(s) at the time of the issue and will be set out in the final terms of such Tranche (the "Final Terms").
An amended and restated agency agreement dated 13 March 2017 has been entered into between the Issuer, Société Générale as, inter alia, fiscal agent and the other agents named in it (as amended or supplemented as at the Issue Date, the "Agency Agreement"). The fiscal agent, the paying agents, the redenomination agent, the consolidation agent, the calculation agent(s) and the put agent for the time being (if any) are referred to below respectively as the "Fiscal Agent", the "Paying Agents" (which expression shall include the Fiscal Agent), the "Redenomination Agent", the "Consolidation Agent", the "Calculation Agent(s)" and the "Put Agent".
Notes issued under the Programme shall constitute obligations within the meaning of Article L. 213-5 of the French Code monétaire et financier.
The provisions of Article 1195 of the French Code civil will not apply to these Terms and Conditions.
For the purpose of these Terms and Conditions, "Regulated Market" means any regulated market situated in a Member State of the European Economic Area ("EEA") as defined in the Directive 2004/39/EC on financial instruments markets.
Dematerialised Notes are issued, at the option of the Issuer, either in bearer dematerialised form (au porteur), which will be inscribed in the books of Euroclear France ("Euroclear France", acting as central depositary) which shall credit the accounts of the Account Holders (as defined below), or in registered dematerialised form (au nominatif) and, in such latter case, at the option of the relevant Noteholder in either administered registered form (au nominatif administré) inscribed in the books of an Account Holder designated by the relevant noteholder or in fully registered form (au nominatif pur) inscribed in an account maintained by the Issuer or the registration agent (designated in the relevant Final Terms) acting on behalf of the Issuer (the "Registration Agent").
Unless this option is expressly excluded in the relevant Final Terms in accordance with the provisions of Article L.228-2 of the French Code de commerce, the Issuer may at any time request from the central depositary the following identification information of the holders of Dematerialised Notes in bearer form (au porteur): the name or the company name, nationality, date of birth or year of incorporation and mail address or, as the case may be, e-mail address as well as the quantity of Notes held by each of them and any restrictions applicable to the Notes.
For the purpose of these Conditions, "Account Holder" means any intermediary institution entitled to hold accounts, directly or indirectly, on behalf of its customers with Euroclear France, and includes Euroclear Bank S.A./N.V. ("Euroclear"), and the depositary bank for Clearstream Banking, société anonyme ("Clearstream, Luxembourg").
(ii) Materialised Notes are issued in bearer form only. Materialised Notes in definitive form ("Definitive Materialised Notes") are serially numbered and are issued with interest coupons (the "Coupons") (and, where appropriate, a talon (the "Talon") for further Coupons) attached, save in the case of Zero Coupon Notes in which case references to interest (other than in relation to interest due after the Maturity Date), Coupons and Talons in these Conditions are not applicable. Instalment Notes are issued with one or more receipts for the payment of instalments of principal (the "Receipts") attached. The holders of Coupons and Talons and the holders of Receipts are respectively referred to below as the "Couponholders" and the "Receiptholders".
In accordance with Articles L. 211-3 et seq. and R. 211-1 of the French Code monétaire et financier, securities (such as Notes constituting obligations under French law) which are governed by French law and are in materialised form must be issued outside the French territory.
The Notes may be "Fixed Rate Notes", "Floating Rate Notes", "Zero Coupon Notes" or a combination of any of the foregoing.
(b) Denomination(s): Notes shall be issued in the specified denomination(s) as set out in the relevant Final Terms (the "Specified Denomination(s)"), save that the minimum denomination of each Note admitted to trading on a Regulated Market in circumstances which require the publication of a prospectus under the Prospectus Directive will be €100,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency at the issue date) or such other higher amount as may be allowed or required from time to time by the relevant monetary authority or any laws or regulations applicable to the relevant Specified Currency).
Unless permitted by the then current laws and regulations, Notes (including Notes denominated in Sterling) which have a maturity of less than one (1) year and in respect of which the issue proceeds are to be accepted by the Issuer in the United Kingdom or whose issue otherwise constitutes a contravention of section 19 of the Financial Services and Markets Act 2000 must have a minimum redemption amount of £100,000 (or its equivalent in other currencies).
Dematerialised Notes shall be issued in one Specified Denomination only.
(c) Title:
Definitive Materialised Note and the Receipts, Coupons, or Talon relating to it, and capitalised terms have the meanings given to them in the relevant Final Terms, the absence of any such meaning indicating that such term is not applicable to the Notes.
(iii) Dematerialised Notes issued in fully registered form (au nominatif pur) may, at the option of the holder of such Notes, be converted into Notes in administered registered form (au nominatif administré), and vice versa. The exercise of any such option by such Noteholder shall be made in accordance with Article R. 211-4 of the French Code monétaire et financier. Any such conversion shall be effected at the cost of such Noteholder.
Materialised Notes of one Specified Denomination may not be exchanged for Materialised Notes of another Specified Denomination.
The obligations of the Issuer under the Notes may be either unsubordinated ("Unsubordinated Notes") or subordinated ("Subordinated Notes").
The Unsubordinated Notes and, where applicable, any Receipts and Coupons relating to them, constitute direct, unconditional, unsecured (subject to the provisions of Condition 4(a) below) and unsubordinated obligations of the Issuer and rank and will rank at all times pari passu without any preference or priority among themselves and (subject to such exceptions as are from time to time mandatory under French law) equally and rateably with all other present or future unsecured and unsubordinated obligations of the Issuer.
Subordinated Notes (which term shall include both Subordinated Notes with a specified maturity date ("Dated Subordinated Notes") and Subordinated Notes without a specified maturity date ("Undated Subordinated Notes")), and, where applicable, any Receipts and Coupons relating to them constitute direct, unsecured subordinated obligations of the Issuer in accordance with the provisions of Article L. 228-97 of the French Code de commerce. If any judgment is rendered by any competent court declaring (a) the judicial liquidation (liquidation judiciaire) of the Issuer, or the transfer of the whole of its business (cession totale de l'entreprise) or (b) if the Issuer is liquidated for any other reason, the rights of payment of the holders of Subordinated Notes shall be subordinated to the payment in full of unsubordinated creditors and, subject to such payment in full, the holders of Subordinated Notes shall be paid in accordance with their respective rankings specified in the terms of the Subordinated Notes. In the event of incomplete payment of unsubordinated creditors, the obligations of the Issuer in connection with the Subordinated Notes will be terminated.
(ii) Dated Subordinated Notes
Payments of interest relating to Dated Subordinated Notes constitute obligations which rank equally with the obligations of the Issuer in respect of Unsubordinated Notes issued by the Issuer in accordance with Condition 3(a).
(iii) Undated Subordinated Notes
Payments of interest relating to Undated Subordinated Notes constitute obligations which rank equally with the obligations of the Issuer in respect of Unsubordinated Notes issued by the Issuer in accordance with Condition 3(a).
The Issuer agrees that so long as any of the Unsubordinated Notes or, if applicable, any Receipts or Coupons relating to them, remains outstanding (as defined below), the Issuer will not create or permit to subsist any mortgage, charge, pledge, lien or other form of encumbrance or security interest which would constitute a sûreté réelle or its equivalent under any applicable legislation upon all or part of its business (fonds de commerce), assets or revenues, present or future, to secure (i) any Bond Indebtedness (as defined below) other than Securitised Bond Indebtedness (as defined below) or (ii) any guarantee of or indemnity in respect of any Bond Indebtedness (other than Securitised Bond Indebtedness) (whether before or after the issue of the Unsubordinated Notes) unless the obligations of the Issuer under the Unsubordinated Notes, Receipts and Coupons are equally and rateably secured therewith so as to rank pari passu with such Bond Indebtedness or the guarantee or indemnity thereof. This undertaking by the Issuer relates exclusively to the issuance of Bond Indebtedness and in no way affects the Issuer's ability to dispose of its Assets (as defined below) or to otherwise grant any Security Interest over or in respect of such Assets under any other circumstances.
The Issuer undertakes to the Noteholders that, so long as any of the Unsubordinated Notes remains outstanding (as defined below) and except with the prior approval of a resolution of the General Meeting (as defined in Condition 11) of the Noteholders, the Unsecured Revalued Assets Value (as defined below) at any time shall not be less than the Relevant Debt (as defined below) at such time.
For the purposes of these Conditions:
"Assets" of any Person means all or any part of its business, undertaking, property, assets, revenues (including any right to receive revenues) and uncalled capital;
"Bond Indebtedness" means the Unsubordinated Notes, all other outstanding Series of Unsubordinated Notes, and any other present or future indebtedness for borrowed money in the form of, or represented by, bonds (obligations) or other securities (including titres de créances négociables) which are, or are capable of being, quoted, admitted to trading or ordinarily dealt in any stock exchange, over-the-counter or other securities market;
"Financial Indebtedness" means at any time any obligation for the payment or repayment of money, whether present or future in respect of:
"outstanding" means, in relation to the Notes of any Series, all the Notes issued other than (a) those that have been redeemed in accordance with the Conditions, (b) those in respect of which the date for redemption in accordance with the Conditions has occurred and the redemption moneys (including all interest accrued on such Notes to the date for such redemption and any interest payable after such date) have been duly paid as provided in Condition 7 and remain available for payment against presentation and surrender of Notes, Receipts and/or Coupons, as the case may be, (c) those which have become void or in respect of which claims have become prescribed under Condition 10, (d) those which have been purchased and cancelled as provided in the Conditions, (e) those mutilated or defaced Definitive Materialised Notes that have been surrendered in exchange for replacement Notes, (f) (for the purpose only of determining how many Notes are outstanding and without prejudice to their status for any other purpose) those Definitive Materialised Notes alleged to have been lost, stolen or destroyed and in respect of which replacement Notes have been issued and (g) any Temporary Global Certificate to the extent that it shall have been exchanged for one or more Definitive Materialised Notes, pursuant to its provisions;
"Person" includes any individual, company, corporation, firm, partnership, joint-venture, association, organisation, trust, state or agency of a state (in each case whether or not having separate legal personality);
"Property Valuers" means the or those property valuer(s) of the Issuer referred to in its most recent annual report or (in the event that the Issuer publishes semi-annual financial information including revaluations of its Real Estate Assets as provided in the definition of Revalued Assets Value) in its most recent semi-annual management report (or any of their respective successors), or any other recognised property valuer of comparable repute as selected by the Issuer;
"Real Estate Assets" means those Assets of any Person comprising real estate properties (being land and buildings (either completed or under construction) and equity or equivalent investments (participations) directly or indirectly in any other Person which is a société à prépondérance immobilière (or its equivalent in any other jurisdiction) or in any other Person (whether listed or not listed) where more than 50 per cent. of the Assets of such Person comprise real estate assets;
"Relevant Debt" means at any time the aggregate amount of the Financial Indebtedness of the Issuer as shown in, or derived from, the latest audited annual or unaudited semi-annual consolidated financial statements of the Issuer, excluding any Secured Debt;
"Revalued Assets Value" means at any time (i) the block value (excluding transfer rights and latent taxes (hors fiscalité latente et droits de transfert)) provided by the Property Valuers of the total Real Estate Assets owned or held directly or indirectly by the Issuer (including through financial leases and including the Real Estate Assets used as operating properties) as shown in, or derived from, the latest audited annual or unaudited semi-annual consolidated financial statements of the Issuer and (ii) the value of the equity-accounted investments (including advances) held directly or indirectly by the Issuer in any Person as shown in such financial statements;
"Secured Debt" means at any time the aggregate amount of the Financial Indebtedness of the Issuer as shown in, or derived from, the latest audited annual or unaudited semi-annual consolidated financial statements of the Issuer, that is secured by or benefits from a Security Interest over any of the Group's Assets;
"Securitised Bond Indebtedness" means any Bond Indebtedness of the Issuer incurred in respect of or in connection with any securitisation or similar financing arrangement relating to Assets owned by the Issuer and where the recourse of the holders of such Bond Indebtedness against the Issuer is limited solely to such Assets or any income generated therefrom;
"Security Interest" means any mortgage, charge, pledge, lien or other form of encumbrance or security interest which would constitute a sûreté réelle or any other agreement or arrangement having substantially the same economic effect (including, but not limited to, any retention of title, lease or hire-purchase arrangement); and
"Unsecured Revalued Assets Value" means at any time an amount equal to the Revalued Assets Value less the Secured Debt, in each case at such time.
This Condition 4 shall not apply to Subordinated Notes.
(a) Definitions: In these Conditions, unless the context otherwise requires, the following defined terms shall have the meanings set out below:
"Business Day" means:
"Day Count Fraction" means, in respect of the calculation of an amount of interest on any Note for any period of time (from and including the first day of such period to but excluding the last) (whether or not constituting an Interest Period or an Interest Accrual Period, the "Calculation Period"):
the number of days in such Calculation Period falling in the Determination Period in which it begins divided by the product of (i) the number of days in such Determination Period and (ii) the number of Determination Periods normally ending in any year; and
the number of days in such Calculation Period falling in the next Determination Period divided by the product of (i) the number of days in such Determination Period and (ii) the number of Determination Periods normally ending in any year
in each case where:
"Determination Period" means the period from and including a Determination Date in any year to but excluding the next Determination Date and
"Determination Date" means the date specified in the relevant Final Terms or, if none is so specified, the Interest Payment Date
(iii) if "Actual/Actual FBF" is specified in the relevant Final Terms, the fraction whose numerator is the actual number of days elapsed during the Calculation Period and whose denominator is three hundred and sixty-five (365) (or three hundred and sixty-six (366) if 29 February falls within the Calculation Period). If the Calculation Period is of a term of more than one (1) year, the basis shall be calculated as follows:
follows:
DayCount Fraction=
$$
\frac{[360 \times (Y2 - Y1)] + [30 \times (M2 - M1)] + (D2 - D1)}{360}
$$
where:
"Y1" is the year, expressed as a number, in which the first (1st) day of the Calculation Period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;
"M1" is the calendar month, expressed as a number, in which the first (1st) day of the Calculation Period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;
"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be thirty-one (31), in which case D1 will be thirty (30); and
"D2" is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be thirty-one (31) and D1 is greater than twenty-nine (29), in which case D2 will be thirty (30);
(vii) if "30/360-FBF" or "Actual 30A/360 (American Bond Basis)" is specified in the relevant Final Terms, in respect of each Calculation Period, the fraction whose denominator is three hundred and sixty (360) and whose numerator is the number of days calculated as for 30E/360-FBF, subject to the following exception:
Where the last day of the Calculation Period is the thirty-first (31st) and the first (1st) day is neither the thirtieth (30th) nor the thirty-first (31st), the last month of the period shall be deemed to be a month of thirty-one (31) calendar days. Using the previous notation same abbreviations as with 30E/360-FBF, the fraction is:
If dd2 31 and dd130,31
then:
$$
\frac{1}{360} \times [(yy2 - yy1) \times 360 + (mm2 - mm1) \times 30 + (dd2 - dd1)]
$$
$$
\frac{1}{360} \times \left[ \left( \text{yy2} - \text{yy1} \right) \times 360 + \left( \text{mm2} - \text{mm1} \right) \times 30 + \text{Min} \left( \text{dd2}, 30 \right) - \text{Min} \left( \text{dd1}, 30 \right) \right];
$$
(viii) if "30E/360" or "Eurobond Basis" is specified in the relevant Final Terms, the number of days in the Calculation Period divided by three hundred and sixty (360), calculated on a formula basis as follows:
follows:
DayCountFraction=
$$
\frac{[360 \times (Y2 - dY1)] + [30 \times (M2 - M1)] + (D2 - D1)}{360}
$$
where:
"Y1" is the year, expressed as a number, in which the first (1st) day of the Calculation Period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;
"M1" is the calendar month, expressed as a number, in which the first (1st) day of the Calculation Period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;
"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be thirty-one (31), in which case D1 will be thirty (30); and
"D2" is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be thirty-one (31), in which case D2 will be thirty (30);
(ix) if "Actual 30E/360" or "30E/360-FBF" is specified in the relevant Final Terms, in respect of each Calculation Period, the fraction whose denominator is three hundred and sixty (360) and whose numerator is the number of days elapsed during such period, calculated on the basis of a year comprising twelve (12) months of thirty (30) calendar days, subject to the following the exception:
if the last day of the Calculation Period is the last day of the month of February, the number of days elapsed during such month shall be taken as the actual number of days,
where:
D1 (dd1, mm1, yy1) is the date of the beginning of the period
D2 (dd2, mm2, yy2) is the date of the end of the period
the fraction is:
$$
\frac{1}{360} \times \left[ (yy2 - yy1) \times 360 + (mm2 - mm1) \times 30 + Min(dd2, 30) - Min(dd1, 30) \right]
$$
(x) if "30E/360 (ISDA)" is specified in the relevant Final Terms, the number of days in the Calculation Period divided by three hundred and sixty (360), calculated on a formula basis as follows:
360 360 Y2 Y1 3 0 M2 M1 D2 D1 DayCountFraction
where:
"Y1" is the year, expressed as a number, in which the first (1st) day of the Calculation Period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;
"M1" is the calendar month, expressed as a number, in which the first (1st) day of the Calculation Period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;
"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless (i) that day is the last day of February or (ii) such number would be thirty-one (31), in which case D1 will be thirty (30); and
"D2" is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless (i) that day is the last day of February but not the Maturity Date (as specified in the relevant Final Terms) or (ii) such number would be thirty-one (31), in which case D2 will be thirty (30).
"Euro-Zone" means the region comprised of Member States of the European Union that have adopted or adopt the single currency in accordance with the Treaty establishing the European Community, as amended from time to time.
"FBF Definitions" means the definitions set out in the 2013 FBF Master Agreement relating to transactions on forward financial instruments (as supplemented by the Technical Schedules (Additifs Techniques) as published by the Fédération Bancaire Française (the "FBF") (together the "FBF Master Agreement")), as may be supplemented or amended as at the Issue Date.
"Interest Accrual Period" means the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the first Interest Period Date and each successive period beginning on (and including) an Interest Period Date and ending on (but excluding) the next succeeding Interest Period Date.
"Interest Amount" means the amount of interest payable, and in the case of Fixed Rate Notes, means the Fixed Coupon Amount or Broken Amount, as the case may be.
"Interest Commencement Date" means the Issue Date or such other date as may be specified in the relevant Final Terms.
"Interest Determination Date" means, with respect to a Rate of Interest and Interest Accrual Period, the date specified as such in the relevant Final Terms or, if none is so specified, (i) the day falling two (2) TARGET Business Days prior to the first (1st) day of such Interest Accrual Period if the Specified Currency is Euro or (ii) the first day of such Interest Accrual Period if the Specified Currency is Sterling or (iii) the day falling two (2) Business Days in the city specified in the relevant Final Terms for the Specified Currency prior to the first (1st) day of such Interest Accrual Period if the Specified Currency is neither Sterling nor Euro.
"Interest Payment Date" means the date(s) specified in the relevant Final Terms.
"Interest Period" means the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date.
"Interest Period Date" means each Interest Payment Date unless otherwise specified in the relevant Final Terms.
"ISDA Definitions" means the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., as may be supplemented or amended as at the Issue Date.
"Margin" shall be the percentage specified in the relevant Final Terms.
"Rate of Interest" means the rate of interest payable from time to time in respect of the Notes and that is specified in the relevant Final Terms.
"Reference Banks" means, in the case of a determination of LIBOR, the principal London office of four major banks in the London inter-bank market and, in the case of a determination of EURIBOR or EONIA, the principal Euro-zone office of four major banks in the Euro-zone inter-bank market (or, if appropriate, money, swap or over the counter index options market), in each case selected by the Calculation Agent or as specified in the relevant Final Terms.
"Reference Rate" means the rate specified as such in the relevant Final Terms which shall be either LIBOR, EURIBOR, EONIA or CMS Rate.
"Relevant Date" means, in respect of any Note, Receipt or Coupon, the date on which payment in respect of it first became due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or (in the case of Materialised Notes if earlier) the date seven (7) calendar days after that on which notice is duly given to the holders of such Materialised Notes that, upon further presentation of the Materialised Note, Receipt or Coupon being made in accordance with the Conditions, such payment will be made, provided that payment is in fact made upon such presentation.
"Relevant Screen Page" means such page, section, caption, column or other part of a particular information service as may be specified in the relevant Final Terms or such other page, section, caption, column or other part as may replace it on that information service or on such other information service, in each case as may be nominated by the person or organisation providing or sponsoring the information appearing there for the purpose of displaying rates or prices comparable to that Reference Rate;
"Specified Currency" means the currency specified as such in the relevant Final Terms or, if none is specified, the currency in which the Notes are denominated; and
"TARGET System" means the Trans-European Automated Real-Time Gross Settlement Express Transfer (known as TARGET2) System which was launched on 19 November 2007 or any successor thereto.
(b) Interest on Fixed Rate Notes: Each Fixed Rate Note bears interest on its outstanding nominal amount from and including the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to the Rate of Interest, such interest being payable in arrear on each Interest Payment Date. If a fixed amount of interest ("Fixed Coupon Amount") or a broken amount of interest ("Broken Amount") is specified in the relevant Final Terms, the amount of interest payable on each Interest Payment Date will amount to the Fixed Coupon Amount or, if applicable, the Broken Amount so specified and in the case of the Broken Amount will be payable on the particular Interest Payment Date(s) specified in the relevant Final Terms. In each case, the amount of interest payable shall be determined in accordance with Condition 5(k).
shall be brought forward to the immediately preceding Business Day or (D) the Preceding Business Day Convention, such date shall be brought forward to the immediately preceding Business Day. Notwithstanding the foregoing, where the relevant Final Terms specify that the relevant Business Day Convention is to be applied on an "unadjusted" basis, the Interest Amount payable on any date shall not be affected by the application of that Business Day Convention.
Where FBF Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Accrual Period shall be determined by the Calculation Agent as a rate equal to the relevant FBF Rate plus or minus (as indicated in the relevant Final Terms) the Margin (if any). For the purposes of this sub-paragraph (A), "FBF Rate" for an Interest Accrual Period means a rate equal to the Floating Rate that would be determined by the Calculation Agent under a notional interest rate swap transaction (échange) in the relevant Specified Currency incorporating the FBF Definitions and under which:
For the purposes of this sub-paragraph (A), "Floating Rate", "Calculation Agent" and "Floating Rate Determination Date" are translations of the French terms "Taux Variable", "Agent de Calcul" and "Date de Détermination du Taux Variable", respectively, which have the meanings given to those terms in the FBF Definitions.
If the paragraph "Floating Rate" in the relevant Final Terms provides that the rate of interest will be determined by linear interpolation in respect of an Interest Period, the Rate of Interest applicable to such Interest Period will be calculated by the Calculation Agent by linear interpolation between two (2) rates of interest based on the relevant Floating Rate, provided that the first rate of interest corresponds to a maturity immediately inferior to the duration of the relevant Interest Period and the second rate corresponds to a maturity immediately superior to the same relevant Interest Period.
(B) ISDA Determination for Floating Rate Notes
Where ISDA Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Accrual Period shall be determined by the Calculation Agent as a rate equal to the relevant ISDA Rate plus or minus (as indicated in the relevant Final Terms) the Margin (if any). For the purposes of this sub-paragraph (B), "ISDA Rate" for an Interest Accrual Period means a rate equal to the Floating Rate that would be determined by the Calculation Agent under a Swap Transaction under the terms of an agreement incorporating the ISDA Definitions and under which:
For the purposes of this sub-paragraph (B), "Floating Rate", "Calculation Agent", "Floating Rate Option", "Designated Maturity", "Reset Date" and "Swap Transaction" have the meanings given to those terms in the ISDA Definitions.
If the paragraph "Floating Rate Option" in the relevant Final Terms provides that the rate of interest will be determined by linear interpolation in respect of an Interest Period, the Rate of Interest applicable to such Interest Period will be calculated by the Calculation Agent by linear interpolation between two (2) rates of interest based on the relevant Floating Rate, provided that the first rate of interest corresponds to a maturity immediately inferior to the duration of the relevant Interest Period and the second rate corresponds to a maturity immediately superior to the same relevant Interest Period.
(expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case may be, on the Relevant Screen Page as at either 11.00 a.m. (London time in the case of LIBOR or Brussels time in the case of EURIBOR) on the relevant Interest Determination Date as determined by the Calculation Agent, plus or minus (as indicated in the relevant Final Terms) the Margin (if any). If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Calculation Agent for the purpose of determining the arithmetic mean of such offered quotations.
If the Reference Rate from time to time in respect of Floating Rate Notes is specified in the relevant Final Terms as being other than LIBOR or EURIBOR, the Rate of Interest in respect of such Notes will be determined as provided hereon plus or minus (as indicated in the relevant Final Terms) the Margin (if any).
the case may be, or, if fewer than two of the Reference Banks provide the Calculation Agent with such offered rates, the offered rate for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, or the arithmetic mean of the offered rates for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, at which, if the Reference Rate is LIBOR, at approximately 11.00 a.m. (London time) or, if the Reference Rate is EURIBOR, at approximately 11.00 a.m. (Brussels time), on the relevant Interest Determination Date, any one or more banks (which bank or banks is or are in the opinion of the Issuer suitable for such purpose) informs the Calculation Agent it is quoting to leading banks in, if the Reference Rate is LIBOR, the London inter-bank market or, if the Reference Rate is EURIBOR, as the case may be, the Euro-zone inter-bank market, provided that, if the Rate of Interest cannot be determined in accordance with the foregoing provisions of this paragraph, the Rate of Interest shall be determined as at the last preceding Interest Determination Date (though substituting, where a different Margin or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin or Maximum or Minimum Rate of Interest relating to the relevant Interest Accrual Period, in place of the Margin or Maximum or Minimum Rate of Interest relating to that last preceding Interest Accrual Period).
If the paragraph "Reference Rate" in the relevant Final Terms provides that the rate of interest will be determined by linear interpolation in respect of an Interest Period, the Rate of Interest applicable to this Interest Period will be calculated by the Calculation Agent by linear interpolation between two (2) rates of interest based on the applicable Reference Rate, provided that the first rate corresponds to a maturity immediately inferior to the duration of the relevant Interest Period and the second rate corresponds to a maturity immediately superior to the same Interest Period.
(d) Where Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined and the Reference Rate in respect of the Floating Rate Notes is specified as being EONIA, the Rate of Interest for each Interest Accrual Period will, subject as provided below, be the rate of return of a daily compound interest investment (with the arithmetic mean of the daily rates of the day-to-day Euro-zone interbank euro money market as reference rate for the calculation of interest) plus or minus (as indicated in the relevant Final Terms) the Margin (if any) and will be calculated by the Calculation Agent on the Interest Determination Date specified in the relevant Final Terms, if any, as follows, and the resulting will be rounded, if necessary, to the nearest one tenthousandth of a percentage point, with 0.00005 being rounded upwards:
$$
\left[\prod_{i=1}^{d_o} \left(1 + \frac{EONIA_i \times n_i}{360}\right) - 1\right] \times \frac{360}{d}
$$
where
"do" for any Interest Accrual Period, is the number of TARGET Business Days in the relevant Interest Period;
"i" is a series of whole numbers from one to do, each representing the relevant TARGET Business Day in chronological order from, and including, the first TARGET Business Day in the relevant Interest Accrual Period;
"EONIAi", for any day "i" in the relevant Interest Accrual Period, is a reference rate equal to the overnight rate as calculated by the European Central Bank and appearing on the Reuters Screen EONIA Page or such other page or service as may replace such page for the purposes of displaying Euro overnight index average rate of leading reference banks for deposits in Euro (the "EONIA Page") in respect of that day provided that, if, for any reason, on any such day "i", no rate is published on the EONIA Page, the Calculation Agent will request any four major banks selected by it (but which shall not include the Calculation Agent) in the Euro-zone inter-bank market to provide it with their respective quotations of the rates offered by such banks at approximately 11.00 am (Brussels time) on such day "i", to prime banks in the Euro-zone inter-bank market for Euro overnight index average rate for deposits in Euro in an amount that is, in the reasonable opinion of the Calculation Agent, representative for a single transaction in the relevant market at the relevant time. The applicable reference rate for such day "i" shall be the arithmetic mean (rounded if necessary, to the nearest hundredth of a percentage point, with 0.005 being rounded upwards) of at least two of the rates so quoted, it being provided that if less than two rates are provided to the Calculation Agent, the applicable reference rate shall be determined by the Calculation Agent after consultation of an independent expert;
"ni" is the number of calendar days in the relevant Interest Accrual Period on which the rate is EONIAi ; and
"d" is the number of calendar days in the relevant Interest Accrual Period.
(e) Where Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined, and the Reference Rate in respect of the Floating Rate Notes is specified as being CMS Rate, the Rate of Interest for each Interest Accrual Period will, subject as provided below, be determined by the Calculation Agent on the Interest Determination Date specified in the relevant Final Terms by reference to the following formula:
CMS Rate plus or minus (as indicated in the relevant Final Terms) the Margin (if any)
If the Relevant Screen Page is not available, the Calculation Agent shall request each of the CMS Reference Banks to provide the Calculation Agent with its quotation for the Relevant Swap Rate at approximately the Specified Time on the Interest Determination Date in question. If at least three of the CMS Reference Banks provide the Calculation Agent with such quotations, the CMS Rate for such Interest Accrual Period shall be the arithmetic mean of such quotations (rounded if necessary, to the nearest hundredth of a percentage point, with 0.005 being rounded upwards), eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest).
If on any Interest Determination Date less than three or none of the CMS Reference Banks provides the Calculation Agent with such quotations as provided in the preceding paragraph, the CMS Rate shall be determined by the Calculation Agent on such commercial basis as considered appropriate by the Calculation Agent in its absolute discretion, in accordance with standard market practice.
For the purposes of this sub-paragraphe (e):
"CMS Rate" shall mean the applicable swap rate for swap transactions in the Relevant Currency with a maturity of the Designated Maturity, expressed as a percentage, which appears on the Relevant Screen Page as at the Specified Time on the Interest Determination Date in question, all as determined by the Calculation Agent.
"CMS Reference Banks" means (i) where the Relevant Currency is Euro, the principal office of five leading swap dealers in the Euro-zone inter-bank market, (ii) where the Relevant Currency is Sterling, the principal London office of five leading swap dealers in the London inter-bank market, (iii) where the Relevant Currency is United States dollars, the principal New York City office of five leading swap dealers in the New York City inter-bank market, or (iv) in the case of any other Relevant Currency, the principal relevant financial centre office of five leading swap dealers in the relevant financial centre inter-bank market, in each case selected by the Calculation Agent.
"Designated Maturity" and "Specified Time" shall have the meaning given to those terms in the relevant Final Terms.
"Relevant Swap Rate" means:
"Representative Amount" means an amount that is representative for a single transaction in the relevant market at the relevant time.
payment is improperly withheld or refused, in which event interest shall continue to accrue (both before and after judgment) at the Rate of Interest in the manner provided in this Condition 5 to the Relevant Date (as defined in Condition 8).
If notice is given by the Issuer of its intention to pay the whole or part of Arrears of Interest, the Issuer shall be obliged to do so upon the expiration of such notice. When Arrears of Interest are paid in part, each such payment shall be applied in or towards satisfaction of the full amount of the Arrears of Interest accrued in respect of the earliest Interest Period in respect of which Arrears of Interest have accrued and have not been paid in full. Arrears of Interest shall (to the extent permitted by law) bear interest accruing (but only, in accordance with Article 1343-2 of the French Code civil, after such interest has accrued for a period of one year) and compounding on the basis of the exact number of days which have elapsed at the prevailing rate of interest on the Undated Subordinated Notes in respect of each relevant Interest Period. For these purposes the following expressions have the following meanings:
"Compulsory Interest Payment Date" means any Interest Payment Date unless at the Assemblée Générale of the shareholders of the Issuer immediately preceding such date which was required to approve the annual accounts of the Issuer for the fiscal year ended prior to such Assemblée Générale, no resolution was passed to pay a dividend on the ordinary share capital of the Issuer in respect of such previous fiscal year.
"Optional Interest Payment Date" means any Interest Payment Date, as the case may be, other than a Compulsory Interest Payment Date.
amounts that fall due and payable shall be rounded to the nearest unit of such currency (with halves being rounded up), save in the case of yen, which shall be rounded down to the nearest yen. For these purposes "unit" means the lowest amount of such currency that is available as legal tender in the country(ies) of such currency.
(a) Final Redemption: Unless previously redeemed, purchased and cancelled, each Note shall be finally redeemed on the Maturity Date specified in the relevant Final Terms at its Final Redemption Amount (which,
unless otherwise provided, is its nominal amount) or, in the case of a Note falling within Condition 6(b) below, its final Instalment Amount.
All Notes in respect of which any such notice is given shall be redeemed, or the Issuer's option shall be exercised, on the date specified in such notice in accordance with this Condition.
If a Make-Whole Redemption by the Issuer is specified in the relevant Final Terms, in respect of any issue of Notes, the Issuer may, subject to compliance with all relevant laws, regulations and directives and on giving not less than fifteen (15) nor more than thirty (30) calendar days' irrevocable notice in accordance with Condition 14 to the Noteholders (or such other notice period as may be specified in the relevant Final Terms) redeem the Notes, in whole or in part, at any time or from time to time (but no later than the Residual Call Option Date (as defined in Condition 6(e) below) if applicable), prior to their Maturity Date (the "Make-Whole Redemption Date") at their Make-Whole Redemption Amount (as defined below).
"Make-Whole Redemption Amount" means in respect of any Notes to be redeemed pursuant to this Condition 6(d) an amount, calculated by the Calculation Agent, equal to the greater of (x) 100 per cent. of the nominal amount of the Notes so redeemed and, (y) the sum of the then present values of the remaining scheduled payments of principal and interest on such Notes (not including any interest accrued on the Notes to, but excluding, the relevant Make-Whole Redemption Date) discounted to the relevant Make-Whole Redemption Date on an annual basis at the Redemption Rate (as specified in the relevant Final Terms) plus a Redemption Margin (as specified in the relevant Final Terms), plus in each case (x) or (y) above, any interest accrued on the Notes to, but excluding, the Make-Whole Redemption Date (including, where applicable, any Arrears of Interest).
"Redemption Rate" means the average of the four quotations given by the Reference Dealers of the midmarket annual yield to maturity of the Reference Security (as specified in the relevant Final Terms) on the fourth Business Day preceding the Make-Whole Redemption Date at 11.00 a.m. (Central European time (CET)).
"Reference Dealers" means each of the four banks selected by the Calculation Agent which are primary European government security dealers, and their respective successors, or market makers in pricing corporate bond issues or as specified in the relevant Final Terms.
If the Reference Security is no longer outstanding, a Similar Security specified in the Final Terms, will be chosen by the Calculation Agent at 11.00 a.m. (CET) on the third business day in London preceding the Make-Whole Redemption Date, quoted in writing by the Calculation Agent to the Issuer and notified in accordance with Condition 14.
"Similar Security" means a reference bond or reference bonds having an actual or interpolated maturity comparable with the remaining term of the Notes that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.
The Redemption Rate will be notified by the Issuer in accordance with Condition 14.
The determination of any rate or amount, the obtaining of each quotation and the making of each determination or calculation by the Calculation Agent shall (in the absence of manifest error) be final and binding upon all parties.
If a Residual Call Option by the Issuer is specified in the relevant Final Terms, the Issuer may, on giving not less than fifteen (15) nor more than thirty (30) calendar days' irrevocable notice in accordance with Condition 14 to the Noteholders (or such other notice period as may be specified in the relevant Final Terms) redeem the Notes, in whole or in part, at par together with interest accrued to, but excluding, the date fixed for redemption (including, where applicable, any Arrears of Interest), at any time or from time to time during the period starting on (and including) the Initial Residual Call Option Date (as specified in the relevant Final Terms) and ending on (but excluding) the Maturity Date.
All Notes in respect of which any such notice is given shall be redeemed on the date specified in such notice in accordance with this Condition.
In the case of a partial redemption in respect of Materialised Notes in accordance with Condition 6(c), 6(d) or 6(e), the notice to holders of such Materialised Notes shall also contain the number of the Definitive Materialised Notes to be redeemed, which shall have been drawn in such place and in such manner as may be fair and reasonable in the circumstances, taking account of prevailing market practices, subject to compliance with any applicable laws and Regulated Market requirements or other stock exchange requirements.
In the case of a partial redemption in respect of Dematerialised Notes in accordance with Condition 6(c), 6(d) or 6(e), the redemption shall be effected by reducing the nominal amount of all such Dematerialised Notes in a Series in proportion to the aggregate nominal amount redeemed.
So long as the Notes are admitted to trading on a Regulated Market and the rules of, or applicable to, such Regulated Market so require, the Issuer shall, each time there has been a partial redemption of the Notes, cause to be published (i) as long as such Notes are admitted to trading on Euronext Paris and the rules applicable to such Regulated Market so permit, on the website of Euronext Paris or (ii) in a leading newspaper of general circulation in the city where the Regulated Market on which such Notes are admitted to trading is located, which, in the case of Euronext Paris is expected to be Les Echos, a notice specifying the aggregate nominal amount of Notes outstanding and, in the case of Materialised Notes a list of any Definitive Materialised Notes drawn for redemption but not surrendered.
(i) Redemption at the option of Noteholders following a Restructuring Event: If a Restructuring Put Option is specified in the relevant Final Terms, at any time while any of the Notes remains outstanding if (A) a Restructuring Event occurs and (B) within the Restructuring Period (i) (if at the time of the Restructuring Event the Issuer and/or the Notes outstanding have a rating from a Rating Agency) a Rating Downgrade in respect of that Restructuring Event occurs and such Rating Downgrade has not been cured prior to the expiry of the Restructuring Period or (ii) (if at the time of the Restructuring Event the Issuer and/or the Notes outstanding do not have a rating from a Rating Agency) a Negative Rating Event in respect of that Restructuring Event occurs (such Restructuring Event and Rating Downgrade or Negative Rating Event, as the case may be, occurring within the Restructuring Period and, in the case of a Rating Downgrade, not having been cured prior to the expiry of the Restructuring Period, together called a "Restructuring Put Event"), the holder of any Note will have the option (the "Restructuring Put Option") (unless, prior to the giving of the Restructuring Put Event Notice referred to below, the Issuer gives notice under Condition 6(i) in respect of the Notes) to require the Issuer to redeem or, at the Issuer's option, procure the purchase of that Note on the Restructuring Optional Redemption Date (as defined below). Each Note shall be redeemed or purchased at its principal amount (the "Restructuring Optional Redemption Amount") together with (or where purchased, together with an amount equal to) interest accrued to (but excluding) the Restructuring Optional Redemption Date (including, where applicable, any Arrears of Interest).
Promptly upon the Issuer becoming aware that a Restructuring Put Event has occurred, the Issuer shall give notice to the Put Agent and, upon receipt of such notice the Put Agent shall, or at any time upon the Put Agent becoming similarly so aware the Put Agent may, or, if so requested by the Representative of the Masse acting upon a decision of the Noteholders at a General Meeting of Noteholders shall (subject to it being indemnified to its satisfaction), give notice (in each such case, a "Restructuring Put Event Notice") to the Noteholders in accordance with Condition 14 specifying the nature of the Restructuring Put Event and the procedure for exercising the Restructuring Put Option contained in this provision.
To exercise the Restructuring Put Option to require redemption or, as the case may be, purchase of its Notes under this Condition 6(g)(i), a Noteholder must, on any TARGET Business Day falling within the period of forty-five (45) calendar days after a Restructuring Put Event Notice is given (the "Restructuring Put Period"), give notice to (x) in the case of Dematerialised Notes held through an Account Holder to the relevant Account Holder or (y) in the case of Dematerialised Notes held through Euroclear or Clearstream, Luxembourg to Euroclear or Clearstream, Luxembourg, as the case may be, and (z) in the case of Materialised Notes, to the Paying Agent at its specified office, in each case with a copy to the Put Agent (the "Restructuring Put Notice") in or substantially in the form set out in the Agency Agreement duly completed and signed on its behalf. In the case of Dematerialised Notes, the Restructuring Put Notice shall include instructions for the transfer of such Noteholders' Notes to the specified account of the Put Agent for redemption or purchase and cancellation of such Notes. In the case of Materialised Notes, the Restructuring Put Notice shall have attached to it the relevant Notes (together with all unmatured Receipts and Coupons and unexchanged Talons).
The form of the Restructuring Put Notice shall be available from the Put Agent.
Payment in respect of such Note(s) will be made on the Restructuring Optional Redemption Date by transfer to the bank account specified in the Restructuring Put Notice. A Restructuring Put Notice once given shall be irrevocable. The Issuer shall redeem or, at its option, procure the purchase of the relevant Notes on the Restructuring Optional Redemption Date unless previously redeemed or purchased.
For the avoidance of doubt, the Issuer shall have no responsibility for any breakage costs which the Noteholder may incur as a result of or in connection with such Noteholder's exercise or purported exercise of, or otherwise in connection with, any Restructuring Put Option (whether as a result of any purchase or redemption arising there from or otherwise). The Issuer shall be responsible for any administrative costs eg notices etc arising as a result of in connection with any Noteholder's exercise or purported exercise of, or otherwise in connection with, any Restructuring Put Option.
For the purposes of this Condition 6(g)(i):
A "Negative Rating Event" shall be deemed to have occurred if (i) the Issuer does not on or before the fortyfifth (45th) Business Day after the relevant Restructuring Event seek to obtain from a Rating Agency, a rating of the Notes, failing which, a corporate rating or (ii) if it does so seek, it has not at the expiry of the Restructuring Period and as a result of such Restructuring Event obtained such a rating of at least (a) the grade assigned to the relevant Notes at the time of their issuance, failing which, (b) the grade of the corporate rating assigned to the Issuer at the time of the issuance of the Notes, failing which, (c) the grade of the most recent corporate rating assigned to the Issuer, provided that the Rating Agency (A) announces or publicly confirms or, (B) having been so requested by the Issuer, informs the Issuer or the Put Agent in writing that its declining to assign a rating of at least (a) the grade assigned to the relevant Notes at the time of their issuance, (b) the grade of the corporate rating assigned to the Issuer at the time of the issuance of the Notes, or (c) the grade of the most recent corporate rating assigned to the Issuer, respectively, was the result, in whole or in part, of the applicable Restructuring Event (whether or not the Restructuring Event shall have occurred at the time such rating is declined).
"Restructuring Optional Redemption Date" means the fifth Business Day after the expiry of the Restructuring Put Period.
"Put Agent" means the Fiscal Agent.
"Rating Agency" means Standard & Poor's and its successors ("S&P") or Moody's Investors Service and its successors ("Moody's") or Fitch Ratings and its successors ("Fitch") or any other rating agency of equivalent standing specified by the Issuer from time to time in writing to the Put Agent.
A "Rating Downgrade" shall be deemed to have occurred in respect of a Restructuring Event if within the Restructuring Period, the rating previously assigned to the Notes or to the Issuer by any Rating Agency (as defined below) solicited by the Issuer is (x) withdrawn or (y) changed from an investment grade rating (BBBin the case of S&P and Fitch or Baa3 in the case of Moody's, or better) to a non-investment grade rating (BB+ in the case of S&P and Fitch or Ba1 in the case of Moody's, or worse) or (z) if the rating previously assigned to the Notes or to the Issuer by any Rating Agency solicited by the Issuer was below an investment grade rating (as described above), lowered by at least one full rating notch (for example, from BB+ to BB; or their respective equivalents), provided that the Rating Agency making the reduction in rating announces or publicly confirms or, having been so requested by the Issuer, informs the Issuer or the Put Agent in writing that the reduction was the result, in whole or in part, of any event or circumstance comprised in or arising as a result of, or in respect of, the applicable Restructuring Event (whether or not the applicable Restructuring Event shall have occurred at the time of the Rating Downgrade). If the Notes or the Issuer are rated by more than one Rating Agency, a Rating Downgrade shall be deemed not to have occurred in respect of a particular Restructuring Event if only one Rating Agency has withdrawn or lowered its rating.
A "Restructuring Event" shall be deemed to have occurred at each time (whether or not approved by the Board of Directors of the Issuer) that any Person or Persons acting in concert (within the meaning of Article L. 233-10 of the French Code de commerce) shall acquire, or own, directly or indirectly, beneficially and/or of record, more than fifty per cent. (50%) of the shares or voting rights of the Issuer.
"Restructuring Period" means the period beginning one hundred and twenty (120) calendar days prior to the date of the public announcement of the result (avis de résultat) by the AMF of the relevant Restructuring Event and ending one hundred and twenty (120) calendar days thereafter.
The Put Agent is under no obligation to ascertain whether a Restructuring Event, a Negative Rating Event, a Rating Downgrade or any event which could lead to the occurrence of or could constitute a Restructuring Event has occurred and until it shall have actual knowledge or express notice to the contrary, the Put Agent may assume that no Restructuring Event, Negative Rating Event, Rating Downgrade or other such event has occurred.
(ii) Other Put Option: If a Put Option is specified in the relevant Final Terms, the Issuer shall, at the option of the Noteholder, upon the Noteholder giving not less than fifteen (15) nor more than thirty (30) calendar days' notice to the Issuer redeem such Note on the Optional Redemption Date(s) at its Optional Redemption Amount together with interest accrued to the date fixed for redemption (including, where applicable, any Arrears of Interest).
To exercise such option, a Noteholder must give notice to (x) in the case of Dematerialised Notes held through an Account Holder to the relevant Account Holder or (y) in the case of Dematerialised Notes held through Euroclear or Clearstream, Luxembourg to Euroclear or Clearstream, Luxembourg, as the case may be, and (z) in the case of Materialised Notes, to the Paying Agent at its specified office, in each case (in each case, the "Exercise Notice") in the form obtained during normal business hours from any Paying Agent or the Registration Agent, as the case may be, within the notice period. In the case of Dematerialised Notes, the Exercise Notice shall include instructions for the transfer of such Noteholders' Notes to the specified account of the Paying Agent for redemption or purchase and cancellation of such Notes. In the case of Materialised Notes, the Exercise Notice shall have attached to it the relevant Notes (together with all unmatured Receipts and Coupons and unexchanged Talons). No option so exercised and, where applicable, no Note so deposited or transferred, may be withdrawn without the prior consent of the Issuer.
(A) The Early Redemption Amount payable in respect of any Zero Coupon Note upon redemption of such Note pursuant to Condition 6(i) or Condition 6(m) or upon it becoming due and payable as provided in Condition 9 shall be the Amortised Nominal Amount (calculated as provided below) of such Note.
(B) Subject to the provisions of sub-paragraph (C) below, the Amortised Nominal Amount of any such Note shall be the scheduled Final Redemption Amount of such Note on the Maturity Date discounted at a rate per annum (expressed as a percentage) equal to the Amortisation Yield (which, if none is shown in the relevant Final Terms, shall be such rate as would produce an Amortised Nominal Amount equal to the issue price of the Notes if they were discounted back to their issue price on the Issue Date) compounded annually.
Where such calculation is to be made for a period of less than one (1) year, it shall be made on the basis of the Day Count Fraction as provided in the relevant Final Terms.
(ii) Other Notes:
Unless otherwise specified in the relevant Final Terms, the Early Redemption Amount payable in respect of any Note (other than Notes described in (i) above), upon redemption of such Note pursuant to Condition 6(i) or Condition 6(m) or upon it becoming due and payable as provided in Condition 9 shall be the Final Redemption Amount together with interest accrued to the date fixed for redemption (including, where applicable, any Arrears of Interest).
which the Issuer could make payment of the full amount payable in respect of the Notes, or, if applicable, Receipts or Coupons or, if that date is passed, as soon as practicable thereafter.
If a Clean-up Call Option by the Issuer is specified in the relevant Final Terms, in the event that at least 80% of the initial aggregate principal amount of a particular Series of Notes (which for the avoidance of doubt include any additionnal Notes issued subsequently and forming a single series with the first Tranche of a particular Series of Notes) has been purchased or redeemed by the Issuer, the Issuer may, at its option but subject to having given not more than sixty (60) nor less than thirty (30) calendar days' notice to the Noteholders (which notice shall be irrevocable) in accordance with Condition 14, redeem all, but not some only, of the remaining Notes in that Series at their Final Redemption Amount together with any interest accrued to the date set for redemption (including, where applicable, any Arrears of Interest).
offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment of the amounts on the Notes in the manner provided above when due, (ii) payment in full of such amounts at all such offices is illegal or effectively precluded by exchange controls or other similar restrictions on payment or receipt of such amounts and (iii) such payment is then permitted by United States law, without involving, in the opinion of the Issuer, any adverse tax consequence to the Issuer.
In addition, the Issuer shall forthwith appoint a Paying Agent in New York City in respect of any Materialised Notes denominated in U.S. Dollars in the circumstances described in paragraph (c) above.
On a redenomination of the Notes of any Series pursuant to Condition 1(d) with a view to consolidating such Notes with one or more other Series of Notes, in accordance with Condition 13, the Issuer shall ensure that the same entity shall be appointed as both Redenomination Agent and Consolidation Agent in respect of both such Notes and such other Series of Notes to be so consolidated with such Notes.
Notice of any such change or any change of any specified office shall promptly be given to the Noteholders in accordance with Condition 14.
(ii) If Materialised Notes so provide, upon the due date for redemption of any such Materialised Note, unmatured Coupons relating to such Note (whether or not attached) shall become void and no payment shall be made in respect of them.
(iii) Upon the due date for redemption of any Materialised Note, any unexchanged Talon relating to such Note (whether or not attached) shall become void and no Coupon shall be delivered in respect of such Talon.
Receiptholder or Couponholder would have been entitled to such additional amounts on presenting it for payment on or before the thirtieth (30th) such day of such time period.
As used in these Conditions, "Relevant Date" in respect of any Note, Receipt or Coupon means the date on which payment in respect of it first becomes due (and, for the avoidance of doubt, in the case of Arrears of Interests, reference to "becomes due" shall be interpreted in accordance with the provisions of Condition 5(i)) or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or, in the case of Materialised Notes (if earlier) the date seven days after that on which notice is duly given to the Noteholders that, upon further presentation of the Note, Receipt or Coupon being made in accordance with the Conditions, such payment will be made, provided that payment is in fact made upon such presentation.
References in these Conditions to (i) "principal" shall be deemed to include any premium payable in respect of the Notes, all Instalment Amounts, Final Redemption Amounts, Early Redemption Amounts, Optional Redemption Amounts, Amortised Nominal Amounts and all other amounts in the nature of principal payable pursuant to Condition 6 or any amendment or supplement to it, (ii) "interest" shall be deemed to include all Interest Amounts and all other amounts (including, for the avoidance of doubt, all Arrears of Interests) payable pursuant to Condition 5 or any amendment or supplement to it and (iii) "principal" and/or "interest" shall be deemed to include any additional amounts that may be payable under this Condition.
The Representative of the Masse (as defined in Condition 11) upon written request of any Noteholder may, upon written notice to the Issuer, with a copy to the Fiscal Agent, cause all the Notes (but not some only) held by such Noteholder to become immediately due and payable whereupon they shall without further formality become immediately due and payable at their Early Redemption Amount, together with interest accrued to the date of repayment (including, where applicable any Arrears of Interest), if any of the following events with respect to Unsubordinated Notes and Subordinated Notes ("Events of Default") occurs, unless such Events of Defaults have been cured by the Issuer prior to the receipt of such notice:
(e) if any judgment is issued for the judicial liquidation (liquidation judiciaire) or the transfer of the whole of the business (cession totale de l'entreprise) of the Issuer or any of its Material Subsidiaries in the context of insolvency or bankruptcy proceedings or the Issuer or any of its Material Subsidiaries is subject to any similar insolvency or bankruptcy proceedings whatsoever.
(f) if any judgment is rendered by any competent court declaring (a) the transfer of the whole of the business (cession totale de l'entreprise) or the judicial liquidation (liquidation judiciaire) of the Issuer or (b) the Issuer is liquidated for any other reason.
For the purposes of this Condition 9:
"Material Subsidiary" means at any time any Person in respect of which the Issuer owns directly or indirectly more than fifty (50) percent of the voting rights and which has Revalued Net Assets (as defined below) representing more than five (5) percent of the Revalued Net Assets of the Issuer, as calculated by reference to the Issuer's most recent audited annual or unaudited semi-annual consolidated financial statements.
"Revalued Net Assets" means at any time, with respect to any Person in which the Issuer has directly or indirectly an equity or equivalent investment, the amount corresponding to such Person's shareholders' equity, as shown in the latest audited annual or unaudited semi-annual non-consolidated balance sheet, adjusted (i) to take account of latent capital gains relating to such Person's Real Estate Assets, determined by reference to valuations per block values provided by the Property Valuers excluding transfer rights (actif net réévalué hors droits de transfert) included in the annual or semi-annual financial report of the Issuer of which such balance sheet forms part; (ii) for allowance for deferred tax and (iii) fair value adjustment of debt.
Claims against the Issuer for payment in respect of the Notes, Receipts and Coupons (which for this purpose shall not include Talons) shall be prescribed and become void unless made within ten (10) years (in the case of principal) or five (5) years (in the case of interest) from the appropriate Relevant Date in respect of them.
In respect of the representation of the Noteholders the following shall apply:
(a) If the relevant Final Terms specify "Full Masse", the Noteholders will, in respect of all Tranches in any Series, be grouped automatically for the defence of their common interests in a Masse and the provisions of the French Code de commerce relating to the Masse shall apply subject to the below provisions of this Condition 11(a).
The names and addresses of the initial Representative of the Masse and its alternate will be set out in the relevant Final Terms. The Representative appointed in respect of the first Tranche of any Series of Notes will be the representative of the single Masse of all Tranches in such Series.
The Representative will be entitled to such remuneration in connection with its functions or duties as set out in the relevant Final Terms.
In accordance with Article R.228-71 of the French Code de commerce, the right of each Noteholder to participate in a general meeting of the Noteholders (a "General Meeting") will be evidenced by the entries in the books of the relevant Account Holder of the name of such Noteholder as of 0:00, Paris time, on the second business day in Paris preceding the date set for the meeting of the relevant General Meeting; or
(b) If the relevant Final Terms specify "Contractual Masse", the Noteholders will, in respect of all Tranches in any Series, be grouped automatically for the defence of their common interests in a Masse which will be subject to the below provisions of this Condition 11(b).
The Masse will be governed by the provisions of the French Code de commerce with the exception of Articles L. 228-48, L. 228-59, L 228-65 II and L 228-87, R. 228-63, R. 228-67, R. 228-69, R. 228-72 and R. 228-78 subject to the following provisions:
The Masse will be a separate legal entity and will act in part through a representative (the "Representative") and in part through a general meeting of the Noteholders (the "General Meeting").
The Masse alone, to the exclusion of all individual Noteholders, shall exercise the common rights, actions and benefits which now or in the future may accrue respectively with respect to the Notes.
The office of Representative may be conferred on a person of any nationality who agrees to perform such function. However, the following persons may not be chosen as Representatives:
The names and addresses of the initial Representative of the Masse and its alternate will be set out in the relevant Final Terms. The Representative appointed in respect of the first Tranche of any Series of Notes will be the Representative of the single Masse of all Tranches in such Series.
The Representative will be entitled to such remuneration in connection with its functions or duties (if any) as set out in the relevant Final Terms.
In the event of death, liquidation, retirement, dissolution or revocation of appointment of the Representative, such Representative will be replaced by the alternate Representative. In the event of the death, retirement, dissolution or revocation of appointment of the alternate Representative, an alternate will be elected by the General Meeting.
All interested parties will at all times have the right to obtain the names and addresses of the Representative and the alternate Representative at the head office of the Issuer and the specified offices of any of the Paying Agents.
The Representative shall (in the absence of any decision to the contrary of the General Meeting) have the power to take all acts of management necessary in order to defend the common interests of the Noteholders.
All legal proceedings against the Noteholders or initiated by them, must be brought by or against the Representative.
The Representative may not be involved in the management of the affairs of the Issuer.
A General Meeting may be held at any time, on convocation either by the Issuer or by the Representative. One or more Noteholders, holding together at least one-thirtieth (1/30) of the principal amount of the Notes outstanding, may address to the Issuer and the Representative a demand for convocation of the General Meeting. If such General Meeting has not been convened within two (2) months after such demand, the Noteholders may commission one of their members to petition a competent court in Paris to appoint an agent (mandataire) who will call the General Meeting.
Notice of the date, time, place and agenda of any General Meeting will be published as provided under Condition 14.
Each Noteholder has the right to participate in a General Meeting in person or by proxy, by correspondence or, if the Statuts of the Issuer so specify, videoconference or any other means of telecommunications allowing the identification of the participating Noteholders1 . Each Note carries the right to one (1) vote or, in the case of Notes issued with more than one (1) Specified Denomination, one (1) vote in respect of each multiple of the lowest Specified Denomination comprised in the principal amount of the Specified Denomination of such Note.
The General Meeting is empowered to deliberate on the dismissal and replacement of the Representative and the alternate Representative and also may act with respect to any other matter that relates to the common rights, actions and benefits which now or in the future may accrue with respect to the Notes, including authorising the Representative to act at law as plaintiff or defendant.
The General Meeting may further deliberate on any proposal relating to the modification of the Conditions including any proposal, whether for arbitration or settlement, relating to rights in controversy or which were the subject of judicial decisions, it being specified, however, that the General Meeting may not increase amounts payable by Noteholders, nor authorise or accept a postponement of the date of payment of interest on or a modification of the terms of repayment of or the rate of interest on the Notes, nor establish any unequal treatment between the Noteholders, nor decide to convert Notes into shares.
General Meetings may deliberate validly on first convocation only if Noteholders present or represented hold at least one fifth (1/5) of the principal amount of the Notes then outstanding. On second convocation, no quorum shall be required. Decisions at meetings shall be taken by a simple majority of votes cast by Noteholders attending such General Meetings or represented thereat.
In accordance with Article R. 228-71 of the French Code de commerce, the right of each Noteholder to participate in General Meetings will be evidenced by the entries in the books of the relevant Account Holder of the name of such Noteholder as of 0:00, Paris time, on the second business day in Paris preceding the date set for the meeting of the relevant General Meeting.
Decisions of General Meetings must be published in accordance with the provisions set forth in Condition 14 not more than ninety (90) calendar days from the date thereof.
Each Noteholder or Representative thereof will have the right, during the fifteen (15)-day period preceding the holding of each General Meeting on first convocation and, during the 10 day period preceding the holding of each General Meeting on second convocation, to consult or make a copy of the text of the resolutions which will be proposed and of the reports which will be presented at the General Meeting, all of which will be available for
1 At the date of this Base Prospectus, the Statuts of the Issuer do not contemplate the right for a Noteholder to participate in a General Meeting by videoconference or any other means of telecommunications allowing the identification of the Noteholders.
inspection by the relevant Noteholders at the registered office of the Issuer, at the specified offices of any of the Paying Agents during usual business hours and at any other place specified in the notice of the General Meeting.
The Issuer will pay all reasonable and duly documented expenses relating to the operation of the Masse, including expenses relating to the calling and holding of General Meetings and, more generally, all administrative expenses resolved upon by the General Meeting, it being expressly stipulated that no expenses may be imputed against interest payable under the Notes.
The holders of Notes of the same Series, and the holders of Notes of any other Series which have been assimilated with the Notes of such first-mentioned Series in accordance with Condition 13, shall, for the defence of their respective common interests, be grouped in a single Masse. The Representative appointed in respect of the first Tranche of any Series of Notes will be the Representative of the single Masse of all such Series.
(c) Sole Noteholder: If and for so long as the Notes of any Series are held by a sole Noteholder and unless a Representative has been appointed in relation to such Series, such Noteholder shall exercice all the powers, rights and obligations entrusted with the Representative and the General Meeting, as appropriate. Such sole Noteholder shall hold a register of the decisions it will have taken in this capacity and shall make it available, upon request, to any subsequent holder of all or part of the Notes of such Series.
For the avoidance of doubt, in this Condition Error! Reference source not found., the term "outstanding" (as described above) shall not include those Notes that are held by the Issuer and not cancelled, in accordance with Condition 6(k) above.
If, in the case of any Materialised Notes, a Definitive Materialised Note, Receipt, Coupon or Talon is lost, stolen, mutilated, defaced or destroyed, it may be replaced, subject to applicable laws, regulations and Regulated Market regulations, at the specified office of the Fiscal Agent or such other Paying Agent as may from time to time be designated by the Issuer for this purpose and notice of whose designation is given to Noteholders, in each case on payment by the claimant of the fees and costs incurred in connection therewith and on such terms as to evidence, security and indemnity (which may provide, inter alia, that if the allegedly lost, stolen or destroyed Definitive Materialised Note, Receipt, Coupon or Talon is subsequently presented for payment or, as the case may be, for exchange for further Coupons, there shall be paid to the Issuer on demand the amount payable by the Issuer in respect of such Definitive Materialised Notes, Receipts, Coupons or further Coupons) and otherwise as the Issuer may require. Mutilated or defaced Materialised Notes, Receipts, Coupons or Talons must be surrendered before replacements will be issued.
A Temporary Global Certificate, without interest Coupons, will initially be issued in connection with Materialised Notes. Upon the initial deposit of such Temporary Global Certificate with a common depositary for Euroclear and Clearstream, Luxembourg (the "Common Depositary"), Euroclear or Clearstream, Luxembourg will credit the accounts of each subscriber with a nominal amount of Notes equal to the nominal amount thereof for which it has subscribed and paid.
The Common Depositary may also credit with a nominal amount of Notes the accounts of subscribers with (if indicated in the relevant Final Terms) other clearing systems through direct or indirect accounts with Euroclear and Clearstream, Luxembourg held by such other clearing systems. Conversely, a nominal amount of Notes that is initially deposited with any other clearing system may similarly be credited to the accounts of subscribers with Euroclear, Clearstream, Luxembourg or other clearing systems.
Each Temporary Global Certificate issued in respect of Materialised Notes will be exchangeable, free of charge to the holder, on or after its Exchange Date (as defined below):
While any Materialised Note is represented by a Temporary Global Certificate, any payment payable in respect of such Materialised Note prior to the Exchange Date (as defined below) will be made only to the extent that the certification described in (ii) above has been received by Euroclear and/or Clearstream, Luxembourg, and Euroclear and/or Clearstream, Luxembourg, as applicable, has given a like certification (based on the certification received) to the relevant Paying Agent. The holder of a Temporary Global Certificate will not be entitled to collect any payment due thereon on or after the Exchange Date unless, upon due certification as described above, exchange of the Temporary Global Certificate for an interest in Definitive Materialised Notes is improperly refused or withheld.
On or after its Exchange Date, the holder of a Temporary Global Certificate may surrender such Temporary Global Certificate to, or to the order of, the Fiscal Agent. In exchange for any Temporary Global Certificate, the Issuer will deliver, or procure the delivery of, an equal aggregate nominal amount of duly executed and authenticated Definitive Materialised Notes. In this Base Prospectus, Definitive Materialised Notes means, in relation to any Temporary Global Certificate, the Definitive Materialised Notes for which such Temporary Global Certificate may be exchanged (if appropriate, having attached to them all Coupons and Receipts in respect of interest or Instalment Amounts that have not already been paid on the Temporary Global Certificate and a Talon). Definitive Materialised Notes will be security printed in accordance with any applicable legal and Regulated Market requirements. Forms of such Definitive Materialised Notes shall be available at the specified offices of any of the Paying Agent(s).
"Exchange Date" means, in relation to a Temporary Global Certificate, the day falling after the expiry of forty (40) calendar days after its issue date, provided that, in the event any further Materialised Notes which are to be assimilated with such first-mentioned Materialised Notes are issued prior to such day pursuant to Condition 13(a), the Exchange Date for such Temporary Global Certificate shall be postponed to the day falling after the expiry of forty (40) calendar days after the issue date of such further Materialised Notes.
The following is a general description of certain tax considerations relating to the holding Notes. This description does not purport to be a complete analysis of all tax considerations relating to the Notes. It is included herein solely for information purposes and is not intended to be, nor should it be construed to be, legal or tax advice. Prospective purchasers of Notes should consult their own tax advisers as to which countries' tax laws could be relevant to acquiring, holding and disposing of Notes and the consequences of such actions under the tax laws of those countries. This general description is based on the legislation as in effect on the date of this Base Prospectus and is subject to any change in legislation and interpretation hereof that may take effect after such date (potentially with a retroactive effect).
The following is an overview of certain withholding tax considerations that may be relevant to holders of the Notes who do not concurrently hold shares of the Issuer.
Payments of interest and other revenues made by the Issuer on the Notes will not be subject to the withholding tax set out under Article 125 A III of the French General Tax Code unless such payments are made outside France in a noncooperative State or territory (Etat ou territoire non coopératif) within the meaning of Article 238-0 A of the French General Tax Code (a "Non-Cooperative State"). If such payments under the Notes are made in a Non-Cooperative State, a 75% withholding tax will be applicable (subject to certain exceptions described below and the provisions of an applicable double tax treaty) pursuant to Article 125 A III of the French General Tax Code. The list of Non-Cooperative States is published by a ministerial executive order, which is updated on a yearly basis.
Furthermore, according to Article 238 A of the French General Tax Code, interest and other revenues on such Notes are not deductible from the Issuer's taxable income (in circumstances where it would otherwise be deductible), if they are paid or accrued to persons domiciled or established in a Non-Cooperative State or paid to a bank account opened in a financial institution located in a Non-Cooperative State (the "Non-Deductibility"). Under certain conditions, any such non-deductible interest and other revenues may be recharacterised as constructive dividends pursuant to Articles 109 et seq. of the French General Tax Code, in which case such non-deductible interest and other revenues may be subject to the withholding tax set out under Article 119 bis 2 of the French General Tax Code, at a rate of 30% or 75% (subject to the provisions of an applicable double tax treaty).
Notwithstanding the foregoing, neither the 75% withholding tax provided by Article 125 A III of the French General Tax Code nor the Non-Deductibility or the withholding tax set out under Article 119 bis 2 of the French General Tax Code that may be levied as a result of such Non-Deductibility will apply in respect of a particular issue of Notes provided that the Issuer can prove (i) that the main purpose and effect of such issue of Notes were not that of allowing the payments of interest or other revenues to be made in a Non-Cooperative State (the "Exception") and (ii) in respect of the Non-Deductibility that the relevant interest or other assimilated revenues relate to genuine transactions and are not in an abnormal or exaggerated amount. In addition, pursuant to the Bulletin Officiel des Finances Publiques-Impôts (BOI-INT-DG-20-50-20140211 No. 550 and No 990, BOI-RPPM-RCM-30-10-20-40-20140211 No. 70 and No. 80 and BOI-IR-DOMIC-10-20-20-60-20150320 No. 10), an issue of Notes benefits from the Exception without the Issuer having to provide any evidence supporting the main purpose and effect of such issue of Notes, if such Notes are:
Financial Code, or of one or more similar foreign depositaries or operators provided that such depositaries or operators are not located in a Non-Cooperative State.
Where the paying agent (établissement payeur) is established in France, pursuant to Article 125 A of the French General Tax Code and subject to certain limited exceptions, interest and similar revenues received by individuals who are fiscally domiciled (domiciliés fiscalement) in France are subject to a 24% withholding tax, which is deductible from their personal income tax liability in respect of the year in which the payment has been made. If the amount of this withholding tax exceeds the amount of personal income tax due, the excess is refundable. Social contributions (CSG, CRDS and other related contributions) are also levied by way of withholding tax at an aggregate rate of 15.5% on such interest and similar revenues received by individuals who are fiscally domiciled (domiciliés fiscalement) in France.
Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended ("FATCA") impose a new reporting regime and potentially a 30% withholding tax with respect to certain payments to (i) any non-U.S. financial institution (a "foreign financial institution", or "FFI" (as defined by FATCA)) that does not become a Participating FFI by entering into an agreement with the U.S. Internal Revenue Service ("IRS") to provide the IRS with certain information in respect of its account holders and investors or is not otherwise exempt from or in deemed compliance with FATCA and (ii) any investor (unless otherwise exempt from FATCA) that does not provide information sufficient to determine whether the investor is a U.S. person or should otherwise be treated as holding a "United States account" of the Issuer (a "Recalcitrant Holder"). The new withholding regime is now in effect for payments from sources within the United States and will apply to "foreign passthru payments" (a term not yet defined) no earlier than 1 January 2019. This withholding would potentially apply to payments in respect of (i) any Notes characterized as debt (or which are not otherwise characterized as equity and have a fixed term) for U.S. federal tax purposes that are issued after the "grandfathering date", which is the date that is six months after the date on which final U.S. Treasury regulations defining the term foreign passthru payment are filed with the Federal Register, or which are materially modified after the grandfathering date and (ii) any Notes characterized as equity or which do not have a fixed term for U.S. federal tax purposes, whenever issued. If Notes are issued on or before the grandfathering date, and additional Notes of the same series are issued after that date, the additional Notes may not be treated as grandfathered, which may have negative consequences for the existing Notes, including a negative impact on market price.
The United States and a number of other jurisdictions have entered into intergovernmental agreements to facilitate the implementation of FATCA (each, an "IGA"). Pursuant to FATCA and the "Model 1" and "Model 2" IGAs released by the United States, an FFI in an IGA signatory country could be treated as a "Reporting FI" not subject to withholding under FATCA on any payments it receives. Further, an FFI in an IGA jurisdiction generally would not be required to withhold under FATCA or an IGA (or any law implementing an IGA) (any such withholding being FATCA Withholding) from payments it makes. Under each Model IGA, a Reporting FI would still be required to report certain information in respect of its account holders and investors to its home government or to the IRS. The United States and France have entered into an agreement (the "U.S.-France IGA") based largely on the Model 1 IGA.
If the Issuer is characterized as an FFI for the purposes of FATCA, the Issuer expects to be treated as a Reporting FI pursuant to the U.S.-France IGA and does not anticipate being obliged to deduct any FATCA Withholding on payments it makes. There can be no assurance, however, that the Issuer will be treated as a Reporting FI, or that it would in the future not be required to deduct FATCA Withholding from payments it makes. Accordingly, the Issuer and financial institutions through which payments on the Notes are made may be required to withhold FATCA Withholding if (i) any FFI through or to which payment on such Notes is made is not a Participating FFI, a Reporting FI, or otherwise exempt from or in deemed compliance with FATCA or (ii) an investor is a Recalcitrant Holder.
Whilst the Notes are held within the ICSDs, it is expected that FATCA will not affect the amount of any payments made under, or in respect of, the Notes by the Issuer, any paying agent and any common depositary and/or common safekeeper, given that each of the entities in the payment chain between the Issuer and the participants in the ICSDs is a major financial institution whose business is dependent on compliance with FATCA and that any alternative approach introduced under an IGA will be unlikely to affect the Notes. The documentation expressly contemplates the possibility that the Notes may go into definitive form and therefore that they may be taken out of the ICSDs. If this were to happen, then a non-FATCA compliant holder could be subject to FATCA Withholding. However, definitive Notes will only be printed in remote circumstances.
FATCA is particularly complex and its application is uncertain at this time. The above description is based in part on regulations, official guidance and the U.S.-France IGA, all of which are subject to change or may be implemented in a materially different form. Prospective investors should consult their tax advisers on how these rules may apply to the Issuer and to payments they may receive in connection with the Notes.
All prospective Noteholders should seek independent advice as to their tax positions.
Subject to the terms and on the conditions contained in an amended and restated dealer agreement dated 13 March 2017 between the Issuer, the Arranger and the Permanent Dealers (the "Dealer Agreement"), the Notes will be offered by the Issuer to the Permanent Dealers. However, the Issuer has reserved the right to sell Notes directly on its own behalf to Dealers that are not Permanent Dealers. The Notes may be resold at prevailing market prices, or at prices related thereto, at the time of such resale, as determined by the relevant Dealer. The Notes may also be sold by the Issuer through the Dealers acting as agents of the Issuer. The Dealer Agreement also provides for Notes to be issued in syndicated Tranches that are jointly and severally underwritten by two or more Dealers.
The Issuer will pay each relevant Dealer a commission (if any) as agreed between them in respect of Notes subscribed by such Dealer.
The Issuer has agreed to indemnify the Dealers against certain liabilities in connection with the offer and sale of the Notes. The Dealer Agreement entitles the Dealers to terminate any agreement that they make to subscribe Notes in certain circumstances prior to payment for such Notes being made to the Issuer.
These selling restrictions may be modified by the agreement of the Issuer and the Dealers in particular following a change in a relevant law, regulation or directive. Any such modification or supplement will be set out in a supplement to this Base Prospectus.
No action has been taken in any jurisdiction that would permit an offer to the public of any of the Notes, or possession or distribution of the Base Prospectus or any other offering material or any Final Terms, in any country or jurisdiction where action for that purpose is required.
Neither the Issuer nor any of the Dealers represents that Notes may at any time lawfully be sold in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for facilitating such sale.
Each Dealer has agreed, and each further Dealer appointed under the Programme will be required to agree, that it shall comply, to the best of its knowledge and belief after due inquiry, with all relevant laws, regulations and directives in each jurisdiction in which it purchases, offers, sells or delivers Notes or has in its possession or distributes the Base Prospectus, any other offering material or any Final Terms and that it will obtain any consent, approval or permission required for the purchase, offer or sale of Notes under the laws and regulations in force in any jurisdiction in which it makes such purchase, offer or sale. None of the Issuer or any other Dealer shall have responsibility therefore.
Each Dealer has represented and warranted (and each further Dealer appointed under the Programme will be required to represent and agree) that it has not made and will not make an offer of Notes which are the subject of the offering contemplated by the Base Prospectus, as provided by the relevant Final Terms in relation thereto, to the public in a Member State, except that it may make an offer of such Notes to the public in that Member State:
provided that no such offer of Notes referred to in (a) to (c) above shall require the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or any supplement to a prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of this provision (a) the expression an "offer of Notes to the public" in any Member State means the communication in any form and by any means whatsoever of sufficient information on the terms of the offer and the Notes to be offered, so as to enable an investor to decide or not to purchase or subscribe for the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive and (b) the expression "Prospectus Directive" means Directive 2003/71/EC of the European Parliament and Council dated 4 November 2003, as amended.
Each of the Dealers has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree that:
Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree that:
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any U.S. state and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons, except in certain transactions exempt from the registration requirements of the Securities Act and applicable state securities laws. The Notes are being offered and sold only outside of the United States to non-U.S. persons in reliance on Regulation S under the Securities Act, as amended ("Regulation S"). Terms used in this paragraph have the meanings given to them by Regulation S.
Materialised Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986, as amended (the "Code") and regulations thereunder.
Each Dealer has represented, warranted and agreed and each further Dealer appointed under the Programme will be required to represent, warrant and agree that it has not offered or sold and it will not offer, sell or, in the case of Materialised Notes, deliver, Notes (i) as part of their distribution at any time or (ii) otherwise until forty (40) calendar days after the completion of the distribution of any identifiable Tranche of which such Notes are a part (the "Distribution Compliance Period"), as determined, and certified to the Issuer, by the Fiscal Agent, or in the case of Notes issued on a syndicated basis, the Lead Manager, within the United States or to, or for the account or benefit of, U.S. persons, and it will have sent to each dealer to which it sells Notes during the Distribution Compliance Period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S.
In addition, until forty (40) calendar days after the commencement of the offering of any identifiable Tranche, an offer or sale of Notes within the United States by any dealer (whether or not participating in the offering of such Tranche) may violate the registration requirements of the Securities Act.
This Base Prospectus has been prepared by the Issuer for use in connection with the offer and sale of the Notes outside the United States. The Issuer and the Dealers reserve the right to reject any offer to purchase the Notes, in whole or in part, for any reason. This Base Prospectus does not constitute an offer to any person in the United States. Distribution of this Base Prospectus by any person outside the United States to any U.S. person or to any other person within the United States is unauthorised and any disclosure without the prior written consent of the Issuer of any of its contents to any such U.S. person or other person within the United States, is prohibited.
Any person who subscribes or acquires Notes will be deemed to have represented, warranted and agreed, by accepting delivery of this Prospectus or delivery of the Notes, that it is subscribing or acquiring the Notes in compliance with Rule 903 of Regulation S in an "offshore transaction" as defined in Regulation S, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; the FIEA) and each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and other relevant laws, regulations and ministerial guidelines of Japan.
Final Terms dated []
[LOGO, if document is printed]
————
Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes] under the 4,000,000,000 Euro Medium Term Note Programme
Series No.: [] Tranche No.: [] Issue Price: [] per cent.
[Name(s) of Dealer(s)]
Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the "Conditions") set forth in the Base Prospectus dated 13 March 2017 which received visa no. 17-093 from the Autorité des marchés financiers ("AMF") in France on 13 March 2017 [and the supplement[s] to the Base Prospectus dated [] which received visa no. [] from the AMF on []] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive (the "Base Prospectus"). The expression "Prospectus Directive" means Directive 2003/71/EC as amended, and includes any relevant implementing measure in the Relevant Member State. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus (including any supplement hereto) is available for viewing on the websites of (a) the AMF (www.amffrance.org) and (b) the Issuer (www.gecina.fr) and during normal business hours at the registered office of Gecina and at the specified office of [the Fiscal Agent or the Paying Agent] where copies may be obtained. [In addition,1 the Base Prospectus (including any supplement hereto) is available for viewing [at/on] []].
Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the "Conditions") set forth in the [2013 Base Prospectus]/[2014 Base Prospectus]/[2015 Base Prospectus]/[2016 Base Prospectus] (as defined in section "Documents incorporated by reference") incorporated by reference in the Base Prospectus (as defined below). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive (as defined below) and must be read in conjunction with the Base Prospectus dated 13 March 2017 which received visa no. 17-093 from the AMF in France on 13 March 2017 [and the supplement[s] to the Base Prospectus dated [] which received visa no. [] from the AMF on []], which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive (the "Base Prospectus"), including the Conditions which are incorporated by reference therein. The expression "Prospectus Directive" means Directive 2003/71/EC as amended, and includes any relevant implementing measure in the Relevant Member State. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing on the websites of (a) the AMF (www.amf-france.org) and (b) the Issuer (www.gecina.fr) and during normal business hours at the registered office of Gecina and at the specified office of [the Fiscal Agent or the Paying Agent] where copies may be obtained. [In addition,2 the Base Prospectus is available for viewing [at/on] []].
[Include whichever of the following apply or specify as "Not Applicable" (N/A). Note that the numbering should remain as set out below, even if "Not Applicable" is indicated for individual paragraphs or sub-paragraphs (in which case the sub-paragraphs of the paragraphs which are not applicable can be deleted). Italics denote guidance for completing the Final Terms.]
| 1 | Issuer: | Gecina | |
|---|---|---|---|
| 2 | (i) | Series Number: | [] |
| (ii) | Tranche Number: | [] | |
| (iii) | Date on which the Notes will be assimilated (assimilables) and form a single Series: |
[The Notes will be assimilated (assimilables) and form a single Series [identify earlier Tranches] on [the Issue Date/exchange of the Temporary Global Certificate for interests in the Definitive Materialised Notes, as referred in paragraph 26(iii) below, which is expected to occur on |
3 Specified Currency or Currencies: []
or about [date].] / [Not Applicable]
1 If the Notes are admitted to trading on a regulated market other than Euronext Paris.
2 If the Notes are admitted to trading on a regulated market other than Euronext Paris.
| 4 Aggregate Nominal Amount of Notes: |
|||
|---|---|---|---|
| [(i)] | Series: | [] | |
| [(ii) | Tranche: | []] | |
| 5 | Issue Price: | [] per cent. of the Aggregate Nominal Amount [plus accrued interest from [insert date] (if applicable)] |
|
| 6 | Specified Denomination(s): | 3 [] (one denomination only for Dematerialised Notes) |
|
| 7 | (i) | Issue Date: | [] |
| (ii) | Interest Commencement Date: | [Specify / Issue Date / Not Applicable] | |
| 8 | Maturity Date: | [Specify date or (for Floating Rate Notes) Interest Payment Date falling in or nearest to the relevant month and year/ if Undated Subordinated Notes: Not Applicable] |
|
| 9 | Interest Basis: | [[] per cent Fixed Rate] [[] month [EURIBOR/LIBOR/EONIA/CMS Rate] +/- [] per cent. Floating Rate] [Zero Coupon] [If the Notes are Fixed/Floating Rate Notes specify all Interest Basis that apply] (further particulars specified below) |
|
| 10 | Redemption/Payment Basis: | [Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount] |
|
| [Instalment] | |||
| 11 | Change of Interest Basis: | [Specify the date(s) when any change(s) of interest basis will or may at the option of the Issuer occur or cross refer to paragraphs 15 and 16 below and identify there] / [Not Applicable] |
|
| 12 | Put/Call Options: | [Not Applicable] | |
| [Put Option] | |||
| [Call Option] | |||
| [Make-Whole Redemption by the Issuer] | |||
| [Residual Call Option by the Issuer] | |||
| [Restructuring Put Option] | |||
| [Clean-up Call Option by the Issuer] | |||
| [(further particulars specified below in item [18/19/20/21/22/23])] |
3 Notes (including Notes denominated in sterling) in respect of which the issue proceeds are to be accepted by the Issuer in the United Kingdom or whose issue otherwise constitutes a contravention of section 19 of the FSMA and having a maturity of less than one (1) year must have a minimum redemption value of £100,000 (or its equivalent in other currencies).
| 13 | [(i)] | Status of the Notes: | [Unsubordinated/[Dated/Undated]/Subordinated] Notes |
|---|---|---|---|
| [(ii)] | Dates of the corporate authorisations for issuance of the Notes: |
[] | |
| 14 | Method of distribution: | [Syndicated/Non-syndicated] | |
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | |||
| 15 | Fixed Rate Note Provisions: | [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph) |
|
| (i) | Rate[(s)] of Interest: | [] per cent. per annum [payable [annually/semi annually/quarterly/monthly]] in arrear] |
|
| (ii) | Interest Payment Date(s): | [] in each year [adjusted in accordance with [specify Business Day Convention and any applicable Business Centre(s) for the definition of Business Day]/ not adjusted] |
|
| (iii) | Fixed Coupon Amount [(s)]: | [] per Note of [] Specified Denomination | |
| (iv) | Broken Amount(s): | [] payable on the Interest Payment Date falling [in/on] [] [Insert particulars of any initial or final broken interest amounts which do not correspond with the Fixed Coupon Amount(s)] |
|
| (v) | Day Count Fraction: | [Actual/365 / Actual/365 – FBF / Actual/Actual – ISDA / Actual/Actual-ICMA / Actual/Actual FBF / Actual/365 (Fixed) / Actual/360 / 30/360 / 360/360 / Bond Basis / 30/360-FBF / Actual 30A/360 (American Bond Basis) / 30E/360 / Eurobond Basis / Actual 30E/360 / 30E/360- FBF / 30E/360 (ISDA)] |
|
| (vi) | [Determination Dates: | [] in each year (insert regular interest payment dates, ignoring issue date or maturity date in the case of a long or short first or last coupon. N.B. only relevant where Day Count Fraction is Actual/Actual (ICMA))] |
|
| 16 | Floating Rate Note Provisions: | [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph) |
|
| (i) | Interest Period(s): | [] | |
| (ii) | Specified Interest Payment Dates: | [] | |
| (iii) | First Interest Payment Date: | [] | |
| (iv) | Interest Period Date: | [] (not applicable unless different from Interest Payment Date) |
|
| (v) | Business Day Convention: | [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention] |
|
| (vi) | Additional Business Centre(s): | [] | |
| (vii) | Manner in which the Rate(s) of Interest is/are to be determined: |
[Screen Rate Determination/FBF Determination/ISDA Determination] |
(ix) Screen Rate Determination: [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)
(Specify EURIBOR/LIBOR/EONIA/CMS Rate] and months [e.g. EURIBOR 3 months])
(if the Rate of Interest is determined by linear interpolation in respect of a [first/last] [long/short] Interest Period, insert the relevant interest period(s) and the relevant rates used for the determination described herein)
[– Specified Time: []]
2
(If not applicable, delete the remaining sub-paragraphs of this paragraph)
(if the Rate of Interest is determined by linear interpolation in respect of a [first/last] [long/short] Interest Period, insert the relevant interest period(s) and the relevant rates used for the determination described herein)
(If not applicable, delete the remaining sub-paragraphs of this paragraph)
(if the Interest Rate is determined by linear interpolation in respect of a [first/last] [long/short] Interest Period, insert the relevant interest period(s) and the relevant rates used for the determination described herein)
2 Where the Relevant Currency is not the Euro, the Sterling or the United States dollars, specify the relevant mid-market swap rate. Delete otherwise.
| | Designated Maturity: | [] | |
|---|---|---|---|
| | Reset Date: | [] | |
| (xii) | Margin(s): | [+/–] [] per cent. per annum | |
| (xiii) | Minimum Rate of Interest: | [] per cent. per annum | |
| (xiv) | Maximum Rate of Interest: | [] per cent. per annum | |
| (xv) | Day Count Fraction: | [Actual/365 / Actual/365 – FBF / Actual/Actual – ISDA / Actual/Actual-ICMA / Actual/Actual FBF / Actual/365 (Fixed) / Actual/360 / 30/360 / 360/360 / Bond Basis / 30/360-FBF / Actual 30A/360 (American Bond Basis) / 30E/360 / Eurobond Basis / Actual 30E/360 / 30E/360- FBF / 30E/360 (ISDA)] |
|
| 17 | Zero Coupon Note Provisions: | [Applicable/Not Applicable] | |
| (If not applicable, delete the remaining sub-paragraphs of this paragraph) |
|||
| (i) | Amortisation Yield: | [] per cent. per annum | |
| (ii) | Day Count Fraction: | [Actual/365 / Actual/365 – FBF / Actual/Actual – ISDA / Actual/Actual-ICMA / Actual/Actual FBF / Actual/365 (Fixed) / Actual/360 / 30/360 / 360/360 / Bond Basis / 30/360-FBF / Actual 30A/360 (American Bond Basis) / 30E/360 / Eurobond Basis / Actual 30E/360 / 30E/360- FBF / 30E/360 (ISDA)] |
|
18 Call Option: [Applicable/Not Applicable]
(If not applicable, delete the remaining sub-paragraphs of this paragraph)
[] per Note of [] Specified Denomination
(iv) Notice period: [] (being not less than fifteen (15) no more than thirty (30) calendar days' notice pursuant to Condition 6(c))
| 19 | Put Option: | [Applicable/Not Applicable] | ||
|---|---|---|---|---|
| (If not applicable, delete the remaining sub-paragraphs of this paragraph) |
||||
| (Paragraph only applicable in respect of a Put Option exercised in accordance with Condition 6(g)(ii)) |
||||
| (i) | Optional Redemption Date(s): | [] | ||
| (ii) | Optional Redemption Amount(s) of each Note: |
[] | ||
| (iii) | Notice period: | [] (being not less than fifteen (15) no more than thirty (30) calendar days' irrevocable notice pursuant to Condition 6(g)(ii)) |
||
| 20 | Make-Whole Redemption by the Issuer: | [Applicable/Not Applicable] | ||
| (Condition 6(d)) | (If not applicable, delete the remaining sub-paragraphs of this paragraph) |
|||
| (i) | Notice period:3 | [] | ||
| (ii) | Redemption Rate: | [] | ||
| (iii) | Reference Security: | [] | ||
| (iv) | Reference Dealers: | [] | ||
| (v) | Similar Security: | [] | ||
| (vi) | Redemption Margin: | [] | ||
| 21 | Residual Call Option by the Issuer: | [Applicable/Not Applicable] | ||
| (Condition 6(e)) | (If not applicable, delete the remaining sub-paragraphs of this paragraph) |
|||
| (i) | Initial Residual Call Option Date: | [] | ||
| (ii) | Notice period:4 | [] | ||
| 22 | Restructuring Put Option: | [Applicable/Not Applicable] | ||
| 23 | Clean-up Call Option by the Issuer: | [Applicable/Not Applicable] | ||
| (Condition 6(j)) | ||||
| 24 | Final Redemption Amount of each Note: | [] per Note of [] Specified Denomination | ||
| 25 | Early Redemption Amount: | |||
| (i) | Early Redemption Amount(s) of each | [As per Condition 6(h) / [] per Note of [] Specified |
3 If setting notice periods are different to those provided in the terms and conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and its fiscal agent.
4 If setting notice periods are different to those provided in the terms and conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and its fiscal agent.
| 26 | Form of Notes: | [Dematerialised Notes/Materialised Notes (Materialised | |
|---|---|---|---|
| GENERAL PROVISIONS APPLICABLE TO THE NOTES | |||
| (iii) | Unmatured Coupons to become void upon early redemption (Materialised Notes only (Condition 7(f)): |
[Yes/No/Not Applicable] | |
| (ii) | Redemption for taxation reasons permitted on days other than Interest payment Dates (Condition 6(i)): |
[Yes/No] | |
| Note payable on redemption for taxation reasons (Condition 6(i)), for illegality (Condition 6(m)) or on event of default (Condition 9): |
5 Denomination] |
| Notes are only in bearer form)] | |||
|---|---|---|---|
| [Delete as appropriate] | |||
| (i) | Form of Dematerialised Notes: | [Not Applicable/If applicable, specify whether bearer dematerialised form (au porteur)/registered dematerialised form (au nominatif)] |
|
| (ii) | Registration Agent: | [Not Applicable/if applicable give name and details] (Note that a Registration Agent can be appointed in relation to registered Dematerialised Notes in fully registered form only) |
|
| (iii) | Temporary Global Certificate: | [Not Applicable/Temporary Global Certificate exchangeable for Definitive Materialised Notes on [] (the "Exchange Date"), being forty (40) calendar days after the Issue Date subject to postponement as provided in the Temporary Global Certificate] |
|
| 27 | Financial | Centre(s) for the purpose of Condition 7(h): |
[Not Applicable/give details. (Note that this paragraph relates to the date and place of payment, and not interest period end dates, to which sub-paragraphs 15(ii) and 16(v) relate)] |
| 28 | Talons for future Coupons or Receipts to be attached to Definitive Materialised Notes (and dates on which such Talons mature): |
[Yes/No/Not Applicable. If yes, give details] (Only applicable to the Materialised Notes) |
|
| 29 | Details relating to Instalment Notes: | [Not Applicable/give details] | |
| (i) | Instalment Amount(s): | [] | |
| (ii) | Instalment Date(s): | [] | |
| 30 | Redenomination, renominalisation and reconventioning provisions: |
[Not Applicable/The provisions [in Condition 1(d)] apply] | |
| 31 | Consolidation provisions: | [Not Applicable/The provisions [in Condition 13(b)] apply] |
|
| 32 | Purchase in accordance with Article L. 213-1 A and D. 213-1 A of the French Code monétaire et financier: |
[Applicable/Not Applicable] |
5
If the Notes are Zero Coupon Notes Condition 6(h) shall apply.
[Not Applicable/Applicable]
34 Masse: [Full Masse/Contractual Masse] shall apply
(Note that: (i) in respect of any Tranche of Notes issued outside France, Condition 11(b) (Contractual Masse) may be elected by the Issuer, and (ii) in respect of any Tranche of Notes issued inside France, Condition 11(a) (Full Masse) shall apply.)
[Insert below details of Representative and alternate Representative and remuneration, if any:
[Name and address of the Representative: []
Name and address of the alternate Representative: []]
[The Representative will receive no remuneration/The Representative will receive a remuneration of []]
[If the Notes are held by a sole Noteholder, insert the wording below:
As long as the Notes are held by a sole Noteholder, it shall exercise all rights and obligations assigned by law to the Representative and the general meeting of the Noteholders. A Representative will be appointed as soon as the Notes are held by several Noteholders.]
These Final Terms comprise the final terms required for issue and admission to trading on the [specify relevant regulated market] of the Notes described herein pursuant to the Euro 4,000,000,000 Euro Medium Term Note Programme of Gecina.]
The Issuer accepts responsibility for the information contained in these Final Terms. [(Relevant third party information) has been extracted from (specify source). The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by (specify source), no facts have been omitted which would render the reproduced information inaccurate or misleading.]
Signed on behalf of the Issuer:
By: ................................... Duly authorised
(i) Listing(s): [Euronext Paris/other (specify)/Not Applicable] (ii) Admission to trading: [Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on [Euronext Paris/other (specify relevant regulated market)]
with effect from [].] [Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on [Euronext Paris/other (specify relevant regulated market)] with effect from [].] [Not Applicable.]
(Where documenting a fungible issue need to indicate that original Notes are already listed and/or admitted to trading.)
[The [first / (specify)] Tranche(s) of the Notes are already [listed/admitted to trading] as from [its/their respective] issue date.]
(iii) Estimate of total expenses related to admission to trading []
Ratings: The Notes to be issued [have been rated]/[are expected to be rated]:
[S & P: []]
[Moody's: []]
[Fitch: []]
[[Other]: []]
[[Each of [], [] and] [] is established in the European Union, is registered under Regulation (EC) No 1060/2009, as amended (the "CRA Regulation") and is included in the list of registered credit rating agencies published by the European Securities and Markets Authority on its website (www.esma.europa.eu/supervision/credit-ratingagencies/risk) in accordance with CRA Regulation.]
[[Each of [], [] and] [] is established in the European Union and has applied for registration under Regulation (EC) No. 1060/2009, as amended, although the result of such applications has not been determined.]
[[Each of [],[] and] [] is not established in the European Union and has not applied for registration under Regulation (EC) No 1060/2009, as amended (the "CRA Regulation"), but is endorsed by [insert credit rating agency] which is established in the European Union, registered under the CRA Regulation and included in the list of registered credit rating agencies published by the
European Securities and Markets Authority on its website (www.esma.europa.eu/supervision/credit-ratingagencies/risk) in accordance with CRA Regulation.]
[[Each of [], [] and] [] is not established in the European Union and has not applied for registration under Regulation (EC) No. 1060/2009, as amended.]
(The above disclosure should reflect the rating allocated to Notes of the type being issued under the Programme generally or, where the issue has been specifically rated, that rating)
Need to include a description of any interest, including conflicting ones, that is material to the issue/offer, detailing the persons involved and the nature of the interest. May be satisfied by the inclusion of the following statement:
["Save for any fees payable to the Managers in connection with the Issue of the Notes, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. The Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business."]
The net proceeds from each issue of Notes will be applied by the Issuer for [its general corporate purposes/specify any other reasons].]
Indication of yield: [] per cent.
The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.]
[Not Applicable] (Include where the Notes are not Floating Rate Notes)
Details of historic [EONIA / EURIBOR / LIBOR / CMS] rates can be obtained from [Reuters/other]. (Include where the Notes are Floating Rate Notes)
| ISIN Code: | [] | ||
|---|---|---|---|
| Common Code: | [] | ||
| Depositaries: | |||
| (i) | Euroclear France to act as Central Depositary |
[Yes/No] | |
| (ii) | Common Depositary for Euroclear and Clearstream Luxembourg |
[Yes/No] | |
| Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant |
[Not Applicable/give name(s) and number(s)] |
identification number(s):
Delivery: Delivery [against/free of] payment
Names and addresses of initial Paying Agent(s): []
Names and addresses of additional Paying Agent(s) (if any):
The aggregate principal amount of Notes issued has been translated into Euro at the rate of [currency] [] per Euro 1.00, producing a sum of:
[Not Applicable/Euro []] (Only applicable for Notes not denominated in Euro)
Method of distribution: [Syndicated /Non-syndicated]
(i) If syndicated, names of Managers: [Not Applicable/give names] (ii) Date of Subscription Agreement (if any): [] (iii) Stabilising Manager(s) (if any): [Not Applicable/give name] If non-syndicated, name of Dealer: [Not Applicable/give name] U.S. Selling Restrictions: The Issuer is Category 2 for the purposes of Regulation S under the U.S. Securities Act of 1933, as amended.
[]
[TEFRA C/ TEFRA D/ TEFRA not applicable]
Any issuance of Notes under the Programme, to the extent that such Notes constitute obligations under French law, requires the prior authorisation of the Board of Directors (Conseil d'administration) of the Issuer, which may delegate its powers to any member of the Board of Directors (Conseil d'administration) or to the Directeur Général. The applicable authorisation and delegation will be mentioned in the relevant Final Terms. Any issue of Notes, to the extent that such Notes do not constitute obligations, will fall within the general powers of the Directeur Général of the Issuer. On 23 February 2017, the Board of Directors (Conseil d'administration) of the Issuer authorised, for a period of one year, the issuance of Notes for (i) a maximum aggregate amount of Euro 1,000,000,000 and (ii) an additional maximum aggregate amount of Euro 500,000,000 for Notes having an initial maturity less than or equal to twenty-four months.
Save as disclosed in this Base Prospectus (including the Documents Incorporated by Reference), there has been no significant change in the financial or trading position of the Issuer or of the Group since 31 December 2016.
There has been no material adverse change in the prospects of the Issuer or the Group since 31 December 2016.
There are no material contracts that are not entered into the ordinary course of the Issuer's business which could result in any member of the Group being under an obligation or entitlement that is material to the Issuer's ability to meet its obligation to Noteholders in respect of the Notes being issued.
Save as disclosed in this Base Prospectus (including the Documents Incorporated by Reference), neither the Issuer nor any other member of the Group is or has been involved in any governmental, legal or arbitration proceedings (including any such proceeding which are pending or threatened of which the Issuer is aware), during the period of twelve (12) months prior to the date of this Base Prospectus which may have, or have had in the recent past, significant effects on the financial position or profitability of the Issuer or the Group.
Each Definitive Materialised Note with an initial maturity of more than 365 days, where TEFRA D is specified in the Final Terms, and any Receipt, Coupon and Talon relating thereto, will bear the following legend: "ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(J) AND 1287(A) OF THE U.S. INTERNAL REVENUE CODE OF 1986".
Application may be made for Notes to be accepted for clearance through Euroclear France (66, rue de la Victoire 75009 Paris, France) and/or Euroclear (1, boulevard du Roi Albert II, 1210 Bruxelles, Belgium) and Clearstream, Luxembourg (42, avenue John Fitzgerald Kennedy, L-1855 Luxembourg, Grand-Duchy of Luxembourg).
The appropriate Common Code and the International Securities Identification Number (ISIN) or the identification number for any other relevant clearing system for each Series of Notes will be set out in the relevant Final Terms.
Dematerialised Notes will be inscribed in the books of Euroclear France, acting as central depositary. Dematerialised Notes which are in registered form (au nominatif) are also inscribed either with the Issuer or with the registration agent.
For so long as Notes may be issued pursuant to this Base Prospectus, copies of the following documents will, when published, be available free of charge during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted), at the registered office of the Issuer, and at the specified offices of the Paying Agent:
The Agency Agreement (which includes the form of the lettre comptable, of the Temporary Global Certificates, of the Definitive Materialised Notes, of the Coupons, of the Receipts and of the Talons) will be available during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted), for inspection free of charge, at the registered office of the Issuer and at the specified offices of the Paying Agent.
(9) Publication of the Base Prospectus and the Final Terms
This Base Prospectus and any Supplement to this Base Prospectus will be published on the websites of (a) the AMF (www.amf-france.org) and (b) the Issuer (www.gecina.fr). The Final Terms related to Notes traded on any Regulated Market in accordance with the Prospectus Directive will be published, so long as such Notes are admitted to trading on Euronext Paris, on the websites of (a) the AMF (www.amf-france.org) and (b) the Issuer (www.gecina.fr). The documents incorporated by reference in the Base Prospectus or in any Supplement will also be published on the websites of (a) the Issuer (www.gecina.fr) and (b), provided they constitute documents on which the AMF has granted a registration number, the AMF (www.amf-france.org). This Base Prospectus, any Supplement to this Base Prospectus, the Final Terms related to Notes traded on a Regulated Market in accordance with the Prospectus Directive, any document incorporated by reference in this Base Prospectus or in any Supplement and the statuts (By-laws) of the Issuer will be available and may be obtained, free of charge, during usual business hours at the registered office of the Issuer.
In addition, should the Notes be admitted to trading on a Regulated Market other than Euronext Paris, in accordance with the Prospectus Directive, the Final Terms related to those Notes will provide whether this Base Prospectus and the relevant Final Terms will be published on the website of (x) the Regulated Market where the Notes have been admitted to trading or (y) the competent authority of the Member State of the EEA where the Notes have been admitted to trading
The Issuer publishes (i) audited annual non-consolidated and consolidated accounts and (ii) unaudited semiannual consolidated accounts.
(11) Statutory Auditors
Mazars, 61 rue Henri Regnault, 92400 Courbevoie, France and PricewaterhouseCoopers Audit, 63 rue de Villiers, 92208 Neuilly-sur-Seine cedex, France have audited and rendered unqualified audit reports on the consolidated financial statements of the Issuer for the financial years ended December 31, 2016 and 2015. Mazars and PricewaterhouseCoopers Audit belong to the Compagnie Régionale des Commissaires aux Comptes de Versailles.
The Programme has been rated BBB+ (senior unsecured debt) by S&P and A3 (senior unsecured debt) by Moody's. The long term debt of the Issuer is currently rated BBB+ (with positive outlook) by S&P and A3 (with stable outlook) by Moody's.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the stabilising manager(s) (the "Stabilising Manager(s)") (or any person acting on behalf of any Stabilising Manager(s)) in the relevant 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, stabilisation may not necessarily occur. 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 is made and, if begun, may cease at any time, but it must end no later than the earlier of thirty (30) calendar days after the issue date of the relevant Tranche and sixty (60) calendar days after the date of the allotment of the relevant Tranche. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or any person acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "€", "Euro", or "euro" are to the single currency of the participating Member States of the European Union which was introduced on 1 January 1999, references to "£", "GBP" and "Sterling" are to the lawful currency of the United Kingdom, references to "USD" and "U.S. Dollars" are to the lawful currency of the United States of America, references to "Japanese yen" and "Yen" are to the lawful currency of Japan and references to "Swiss francs" are to the lawful currency of the Helvetic Confederation.
There are no conflicts of interests between the duties of the members of the administrative, management and supervisory bodies of the Issuer to the Issuer and their private interests or their other duties.
Mrs. Méka Brunel, Directeur Général
I hereby certify that, after having taken all reasonable care to ensure that such is the case, the information contained or incorporated by reference in this Base Prospectus is, to the best of my knowledge, in accordance with the facts and contains no omission likely to affect its import.
Paris, 13 March 2017
Gecina 14/16 rue des Capucines 75084 Paris, Cedex 02 France Tel: + 33 1 40 40 50 50
Duly represented by: Mrs. Méka Brunel, Directeur Général
In accordance with Articles L. 412-1 and L. 621-8 of the French Code monétaire et financier, and with the Règlement général de l'AMF (AMF General Regulation), particularly Articles 212-31 to 212-33, the AMF has given the visa no. 17-093 dated 13 March 2017 on this Base Prospectus. It has been prepared by the Issuer and its signatories may be held liable for it.
In accordance with the provisions of Article L. 621-8-1-I of the French Code monétaire et financier, the visa was granted after an examination of whether the document is complete and comprehensible and that information contained therein is consistent. It implies neither approval of the opportunity of the transaction, nor any authentication by the AMF of the accounting and financial data that is presented herein.
In accordance with Article 212-32 of the Règlement général de l'AMF (AMF General Regulation), every issue or admission of Notes under this Base Prospectus will require the publication of final terms.
14/16, rue des Capucines 75084 Paris Cedex 02 France Tel: + 33 (0)1 40 40 50 50
Natixis 30, avenue Pierre Mendès France 75013 Paris France
United Kingdom France
12, Place des Etats-Unis 8 Canada Square CS 70052 London E14 5HQ 92547 MONTROUGE CEDEX United Kingdom France
Natixis Société Générale 30, avenue Pierre Mendès France 29, boulevard Haussmann 75013 Paris 75009 Paris
BNP Paribas Crédit Industriel et Commercial S.A.
10 Harewood Avenue 6, avenue de Provence NW1 6AA 75452 Paris cedex 09
France France
Société Générale Securities Services 32, avenue du Champ de Tir CS 30812 44308 Nantes CEDEX 3 France
France France
Mazars PricewaterhouseCoopers Audit 61, rue Henri Regnault 63, rue de Villiers 92400 Courbevoie 92208 Neuilly-sur-Seine cedex
Legal Advisers
To the Issuer To the Dealers
Gide Loyrette Nouel A.A.R.P.I. Allen & Overy LLP 22, cours Albert 1er 52, avenue Hoche 75008 Paris 75008 Paris France France
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