Capital/Financing Update • Oct 1, 2010
Capital/Financing Update
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Final Terms dated 29 September 2010
Electrabel
Euro 25,000,000,000 Euro Medium Term Note Programme for the issue of Notes
Due from one month from the date of original issue
SERIES NO: 41
GBP 700,000,000 5.00 per cent. Notes due October 2060 (the "Notes")
Issued by: GDF SUEZ (the "Issuer")
BARCLAYS CAPITAL
(the "Joint Lead Managers")
(the "Co Lead Managers")
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 4 November 2009 which received visa no. 09-0319 from the Autorité des marchés financiers (the "AMF") on 4 November 2009 and the supplement to the Base Prospectus dated 1 September 2010 which received visa no. 10-0298 from the AMF on 1 September 2010 which together constitute a base prospectus for the purposes of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (the "Prospectus Directive"). 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 as so supplemented. 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 as supplemented. The Base Prospectus and the supplement to the Base Prospectus are available for viewing on the website of the AMF (www.amf-france.org)) and in the case of GDF SUEZ on GDF SUEZ's website (www.gdfsuez.com)and) and copies may be obtained from GDF SUEZ at 16-26, rue du Docteur Lancereaux, 75008 Paris, France.
| 1 | (i) Issuer: |
GDF SUEZ |
|---|---|---|
| (ii) Guarantor: |
Not Applicable | |
| 2 | (i) Series Number: |
41 |
| (ii) Tranche Number: |
1 | |
| 3 | Specified Currency or | |
| Currencies: | Pound sterling ("GBP") | |
| 4 | Aggregate Nominal Amount: | |
| (i) Series: |
GBP 700,000,000 | |
| (ii) Tranche: |
GBP 700,000,000 | |
| 5 | Issue Price: | 97.509 per cent. of the Aggregate Nominal Amount |
| 6 | Specified Denominations: | GBP 50,000 |
| 7 | (i) Issue Date: |
1 October 2010 |
| (ii) Interest Commencement |
||
| Date: | Issue Date | |
| 8 | Maturity Date: | 1 October 2060 |
| 9 | Interest Basis: | 5.00 per cent. Fixed Rate |
| (further particulars specified below) | ||
| 10 | Redemption/Payment Basis: | Redemption at par |
| 11 | Change of Interest or | Not Applicable |
| Redemption/Payment Basis: | ||
| 12 | Put/Call Options: | Not Applicable |
| 13 | (i) | Status of the Notes: | Unsubordinated |
|---|---|---|---|
| (ii) | Status of the Guarantee: | Unsubordinated | |
| (iii) | Date of Board approval for issuance of Notes obtained: |
Resolution of the Board of Director (Conseil d'Administration) dated 15 September 2010 and a decision of Mr Jean-François CIRELLI in his capacity as Vice Président, Directeur Général Délégué of the Issuer dated 22 September 2010. |
|
| 14 | Method of distribution: | Syndicated | |
| PROVISIONS RELATING TO INTEREST (IFANY) PAYABLE | |||
| 15 | Fixed Rate Note Provisions | Applicable | |
| (i) | Rate of Interest: |
5.00 per cent. per annum payable semi-annually in arrear |
|
| (ii) | Interest Payment Date(s): | 1 April and 1 October in each year, up to and including the Maturity Date, commencing on 1 April 2011 |
|
| (iii) | Fixed Coupon Amount: | GBP 1,250.00 per GBP 50,000 in nominal amount |
|
| (iv) | Broken Amount(s): | Not Applicable | |
| (v) | Day Count Fraction (Condition 5(a)): |
Actual/Actual (ICMA) | |
| (vi) | Determination Dates (Condition 5(a)): |
1 April and 1 October in each year |
|
| (vii) | Other terms relating to the method of calculating interest for Fixed Rate |
||
| Notes: | Not Applicable | ||
| 16 | Floating Rate Note Provisions: | Not Applicable | |
| 17 | Zero Coupon Note Provisions: | Not Applicable | |
| 18 | Index-Linked Interest Note/other variable-linked interest Note Provisions: |
Not Applicable | |
| 19 | Dual Currency Note Provisions: | Not Applicable |
| 20 | Call Option: | Not Applicable | |
|---|---|---|---|
| 21 | Put Option: | Not Applicable | |
| 22 | Change of Control Put Option: | Not Applicable | |
| 23 | Final Redemption Amount of | ||
| each Note: | GBP 50,000 per Note of GBP 50,000 Specified Denomination |
||
| 24 | Early Redemption Amount: | ||
| (i) | Early Redemption Amount(s) of each Note payable on redemption for taxation reasons (Condition 6(f)), for illegality (Condition 6(j)) or on event of default (Condition 9) or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions): |
As set out in the Conditions |
|
| (ii) | Redemption for taxation reasons permitted on days others than Interest Payment Dates (Condition 6(f)): |
Yes | |
| (iii) | Unmatured Coupons to become void upon early redemption (Materialised Bearer Notes only) (Condition 7(f)): |
||
| Not Applicable | |||
| GENERAL | PROVISIONS APPLICABLE TO THE NOTES | ||
| 25 | Form of Notes: | Dematerialised Notes | |
| (i) | Form of Dematerialised |
Notes: Bearer dematerialised form (au porteur)
| (ii) Registration Agent: |
Not Applicable | |
|---|---|---|
| (iii) Temporary Global Certificate: |
Not Applicable | |
| (iv) Applicable TEFRA exemption: |
Not Applicable | |
| 26 | Financial Centre(s) (Condition 7(i)) or other special provisions relating to Payment Dates: |
London |
| 27 | Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): |
No |
| 28 | Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is |
|
| to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: |
Not Applicable | |
| 29 | Details relating to Instalment Notes: |
Not Applicable |
| 30 | Redenomination, renominalisation and |
|
| reconventioning provisions: | Not Applicable | |
| 31 32 |
Consolidation provisions: Masse (Condition 11): |
Not Applicable Applicable The initial Representative will be: |
| Raphael de Riberolles 33 rue Anna Jacquin 92100 Boulogne Billancourt France |
||
| Email : [email protected] | ||
| The Alternative Representative will be: | ||
| Gilbert Labachotte 8, Boulevard Jourdan 75014 Paris |
The initial Representative will initially receive a remuneration of Euro 400 per annum.
33 Representation of Noteholders of Electrabel Dematerialised Notes: Not Applicable
34 Other final terms: Not Applicable
35 (i) If syndicated, names and addresses of Managers and underwriting commitments:
5 The North Colonnade Canary Wharf London E14 4BB United Kingdom
Underwriting commitment: GBP 221,666,000
London E14 5HQ United Kingdom
Underwriting commitment: GBP 221,668,000
135 Bishopsgate London EC2M 3UR United Kingdom
Underwriting commitment: GBP 221,666,000
as "Joint Lead Managers"
Ciudad Grupo Santander Edificio Encinar Avenida de Cantabria 28660, Boadilla del Monte Madrid
Spain
Underwriting commitment: GBP 17,500,000
2 King Edward Street London EC1A 1HQ United Kingdom
Underwriting commitment: GBP 17,500,000
as "Co Lead Managers"
| (ii) Date of Subscription Agreement: |
29 September 2010 | |
|---|---|---|
| (iii) Stabilising Manager(s) (if any): |
HSBC Bank plc | |
| 36 | If non-syndicated, name and address of Dealer: |
Not Applicable |
| 37 | Additional selling restrictions: | Not Applicable |
| 38 | United States of America: | Category 2 restrictions apply to the Notes |
These Final Terms comprise the final terms required to list and have admitted to trading the issue of Notes described herein pursuant to the €25,000,000,000 Euro Medium Term Note Programme of GDF SUEZ and Electrabel
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of the Issuer: By: ............................................ Duly authorised
| (i) Listing: |
Euronext Paris |
|---|---|
| (ii) Admission to trading: |
Application has been made for the Notes to be admitted to trading on Euronext Paris with effect from 1 October 2010 |
| (iii) Estimate of total expenses related to admission to trading: |
EUR 22,000.00 |
| (iv) Additional publication of Base Prospectus and Final Terms: |
Not Applicable |
| Ratings: | The Notes to be issued have been rated: |
| S & P: A (credit watch negative) |
|
| Moody's: Aa3 (under review for a possible downgrade) |
|
| 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
2 Ratings
Not Applicable
Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
| (i) | Reasons for the offer: | The net proceeds of the issue of the Notes will be |
|---|---|---|
| used for the Issuer's general corporate purposes | ||
| (ii) | Estimated net proceeds: | Not Applicable |
| (iii) | Estimated total expenses: | Not Applicable |
Indication of yield: 5.205 per cent. per annum
The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
| ISIN Code for the Notes issued | FR0010946855 |
|---|---|
| by GDF SUEZ: | |
| Common Code: | 054510624 |
| Any clearing system(s) other |
|
| than Euroclear Bank S.A./N.V. | |
| and Clearstream Banking Société | |
| Anonyme and National Bank of | |
| Belgium SA/NV and the relevant |
|
| identification number(s): | Not Applicable |
| Delivery: | Delivery against payment |
| Names and addresses of |
|
| additional Paying Agent(s) (if | |
| any): | Not Applicable |
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