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Renault Capital/Financing Update 2017

Nov 27, 2017

1625_rns_2017-11-27_48dfede3-b6aa-4b6b-9248-c422da488428.pdf

Capital/Financing Update

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Final Terms dated 24 November 2017

RENAULT

Euro 7,000,000,000 Euro Medium Term Note Programme for the issue of Notes

SERIES NO: 51 TRANCHE NO: 1

€750,000,000 1.00 per cent. Notes due 28 November 2025

Issued by: RENAULT (the Issuer)

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. BNP PARIBAS COMMERZBANK AKTIENGESELLSCHAFT SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING as Managers

The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.

The expression Prospectus Directive means Directive 2003/71/EC (as amended) and includes any relevant implementing measure in the Relevant Member State.

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 7 June 2017 which received visa no. 17-260 from the Autorité des marchés financiers the (AMF) on 7 June 2017, the first supplement to the Base Prospectus dated 31 July 2017 which received visa no. 17-404 from the AMF on 31 July 2017, the second supplement to the Base Prospectus dated 9 November 2017 which received visa no. 17-581 from the AMF on 9 November 2017 and the third supplement to the Base Prospectus dated 20 November 2017 which received visa no. 17-601 from the AMF on 20 November 2017 which together constitute a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 as amended and includes any relevant implementing measure in the Relevant Member State) (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. A summary of the Notes (which comprises the summary in the Base Prospectus as amended to reflect the provisions of these Final Terms) is attached to the Final Terms. The Base Prospectus and the supplements to the Base Prospectus are available for viewing at the office of the Fiscal Agent or each of the Paying Agents and on the websites of (a) the AMF during a period of twelve (12) months from the date of the Base Prospectus and (b) the Issuer (www.renault.com) and copies may be obtained free of charge from Renault at 13-15, quai le Gallo, 92100 Boulogne Billancourt, France.

1. Issuer: Renault
2. (i)
Series Number:
51
(ii) Tranche Number: 1
3. Specified Currency or Currencies: Euro (€)
4. Aggregate Nominal Amount:
(i) Series: €750,000,000
(ii) Tranche: €750,000,000
5. (i) Issue Price of Tranche: 99.109
per cent.
of the Aggregate Nominal Amount
(ii) Net Proceeds: €740,880,000
6. Specified Denomination: €1,000
7. (i) Issue Date: 28 November 2017
(ii) Interest
Commencement
Date:
Issue Date
8. Maturity Date: 28 November 2025
9. Interest Basis: 1.00
per cent.
Fixed Rate
(further particulars specified below)
10. Redemption/Payment Basis: Redemption at par
11. Change of Interest or
Redemption/Payment Basis:
Not Applicable
12. Put/Call Options: Issuer Call
Make-whole Redemption by the Issuer
Clean-up Call Option by the Issuer
(further particulars specified below)
13. (i) Status of the Notes: Unsubordinated Notes

(ii) Dates of the corporate authorisations for issuance of the Notes: Decision of the Board of Directors of the Issuer dated 12 December 2016 and decision of the Chairman and CEO (Président Directeur Général) dated 24 November 2017

14. Method of distribution: Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15. Fixed Rate Note Provisions Applicable
(i) Rate of Interest: 1.00
per cent. per annum
payable annually
in arrear
(ii) Interest Payment Dates: 28 November
in
each year commencing on 28 November
2018 up to and including the Maturity Date
(iii) Fixed Coupon Amount: €10.00
per Note of €1,000
Specified Denomination
(iv) Broken Amount(s): Not Applicable
(v) Day Count Fraction: Actual/Actual (ICMA)
(vi) Interest Determination
Dates:
28 November
in each year
16. Floating Rate Note Provisions Not Applicable
17. Zero Coupon Note Provisions Not Applicable

PROVISIONS RELATING TO REDEMPTION

18. Call Option
Applicable
(i) Optional
Date(s):
Redemption 28 August 2025 and
any date thereafter up to the Maturity
Date (excluded)
(ii)
Optional
Redemption
Amount(s) of each Note:
€1,000
per Note of €1,000
Specified Denomination
(iii) If redeemable in part: Not Applicable
(a) Minimum
Redemption
Amount:
Not Applicable
(b) Maximum
Redemption
Amount:
Not Applicable
(iv) Notice period As per Condition 6(b)

19. Make-Whole Redemption by the Issuer Applicable

(i) Notice period: As per Condition 6(c)
(ii) Reference Rate: The German Federal Government Bond due August 2025
(ISIN: DE0001102382)
(iii) Redemption Margin: 0.20 per cent.
(iv) Party, if any, responsible for
calculating
the
principal
and/or interest due (if not the
Calculation Agent):
Not applicable
  • 20. Put Option Not Applicable
  • 21. Clean-up Call Option by the Issuer Applicable
  • 22. Final Redemption Amount of each Note €1,000 per Note of €1,000 Specified Denomination

23. Early Redemption Amount

Early Redemption Amount(s) of each Note payable on redemption for taxation reasons (Condition 6(f)), for Clean-up (Condition 6(g)), for illegality (Condition 6(j)) or on event of default (Condition 9): As per Conditions

GENERAL PROVISIONS APPLICABLE TO THE NOTES

24. 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
25. Identification of the Noteholders: Not Applicable
26. Financial Centre(s) relating to
Payment Dates:
TARGET
27. Redenomination, renominalisation Not Applicable
and reconventioning provisions:
28. Consolidation provisions: Not Applicable
29. holders
Representation
of
Notes/Masse:
of Contractual Masse shall apply
Name and address of the Representative:
Association de représentation des masses de titulaires de
valeurs mobilières (ARM)
Centre Jacques Ferronnière
32 rue du Champ de Tir
CS 30812
44308 Nantes Cedex 3
France
The Representative will receive a remuneration of $\epsilon$ 3,200 t
be paid upfront on the Issue Date.

PART B – OTHER INFORMATION

1. ADMISSION TO TRADING AND LISTING

(i) Listing: Euronext Paris
(ii) (a) Admission to trading: Application will be
made for the Notes to be admitted to
trading on Euronext Paris with effect from 28 November
2017.
(b)
to trading
Previous admission(s) Not Applicable
(iii) Prospectus Additional publication of Base
and Final Terms:
Not Applicable
(iv) Estimate of
total
expenses
related to admission to trading:
€11,325 (including AMF fees)
(v) Regulated Market(s) on which
notes of the same class are
already admitted to trading:
Not Applicable

2. RATINGS

Ratings: The Programme has been rated BBB by Standard & Poor's Rating Services and Baa3 by Moody's Investors Services, Inc.

The Notes to be issued are expected to be rated:

S&P: BBB

Moody's: Baa3

Each of Standard & Poor's Rating Services and Moody's Investors Services, Inc is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended). As such, each of Standard & Poor's Rating Services and Moody's Investors Services, Inc is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (www.esma.europea.eu/page/Listregistered-and-certified-CRAs) in accordance with such regulation.

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save for any fees payable to the Managers in connection with the issue of Notes, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the issue. 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.

4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES*

(i) Reasons for the offer See "Use of Proceeds" wording in Base Prospectus
(ii) Estimated net proceeds: €740,880,000
(iii) Estimated total expenses: €14,525
(including AMF fee, Euronext listing fee and the
remuneration of
the Representative)
5. YIELD
Indication of yield: 1.117
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.
6. OPERATIONAL INFORMATION
(i) ISIN: FR0013299435
(ii) Common Code: 172607454
Depositaries:
(i) Euroclear
France to
act
as
Central Depositary
Yes
(ii) Common
Depositary
for
Euroclear
and
Clearstream
Luxembourg
No
Any clearing system(s) other than Euroclear
and Clearstream, Luxembourg and the relevant
identification number(s):
Not Applicable
Delivery: Delivery against
payment
Agent(s) (if any): Names and addresses of additional Paying Not Applicable
The aggregate principal amount of notes issued
has been translated into Euro at the rate of []
producing a sum of:
Not Applicable
7. DISTRIBUTION
Managers If syndicated, names and addresses of
and
underwriting
Banco Bilbao Vizcaya Argentaria, S.A.
S.A Ciudad BBVA c/ Sauceda 28,
28050 Madrid
commitments: Underwriting commitment: €187,500,000
BNP Paribas
10, Harewood Avenue
London NW1 6AA
United Kingdom
Underwriting commitment: €187,500,000
Commerzbank Aktiengesellschaft
Kaiserstrasse 16 (Kaiserplatz)
60311 Frankfurt Am Main
Federal Republic of Germany
Underwriting commitment: €187,500,000
Société Générale
Tours Société Générale
17 Cours Valmy
92987 Paris La Défense Cedex
France
Underwriting commitment: €187,500,000
Stabilising Manager(s) (if any): Not Applicable
Date of subscription agreement: 24 November 2017
If non-syndicated, name and address of
Dealer:
Not Applicable
Public Offer: Not Applicable

8. INFORMATION IN RESPECT OF CERTAIN OFFERS OF NOTES

Not Applicable

ANNEXE – ISSUE SPECIFIC SUMMARY

This summary relates to the issue of €750,000,000 1.00 per cent. Notes due 28 November 2025 (the Notes) by Renault (the Issuer) described in the Final Terms to which this summary is attached. This summary includes information contained in the summary to the Base Prospectus dated 7 June 2017 which received visa no. 17-260 from the Autorité des marchés financiers the (AMF) on 7 June 2017, the first supplement to the Base Prospectus dated 31 July 2017 which received visa no. 17-404 from the AMF on 31 July 2017, the second supplement to the Base Prospectus dated 9 November 2017 which received visa no. 17-581 from the AMF on 9 November 2017 and the third supplement to the Base Prospectus dated 20 November 2017 which received visa no. 17-601 from the AMF on 20 November 2017 (together, the Base Prospectus) which together constitute a base prospectus for the purposes of the Prospectus Directive. Words and expressions which are defined in the Base Prospectus and the Final Terms shall have the same meanings where used in the following summary.

Summaries are made up of disclosure requirements known as "Elements" the communication of which is required by Annex XXII of the Regulation EC No 809/2004 of 29 April 2004 as amended by Commission Delegated Regulation (EU) n°486/2012 of 30 March 2012 and Commission Delegated Regulation (EU) n°862/2012 of 4 June 2012. These Elements are numbered in Sections A – E (A.1 – E.7).

This summary contains all the Elements required to be included in a summary for this type of securities and Renault S.A. (the Issuer). Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is possible that no relevant information can be given regarding such Element. In this case a short description of the Element is included in the summary and marked as "Not applicable".

Section A –
Introduction and Warnings
A.1 General
disclaimer
regarding the
summary
This summary should be read as an introduction to the Base Prospectus. Any
decision to invest in any Notes should be based on a consideration of the Base
Prospectus as a whole, including any documents incorporated by reference and
any supplements to the Base Prospectus which may be published in the future.
Where a claim relating
to information contained in the Base Prospectus is
brought before a court, the plaintiff may, under the national legislation of the
Member State where the claim is brought, be required to bear the costs of
translating the Base Prospectus before the legal proceedings are initiated.
Civil liability attaches only to those persons who have tabled the summary,
including any translation thereof, but only if the summary is misleading,
inaccurate or inconsistent when read together with the other parts of the
Base
Prospectus or it does not provide, when read together with the other parts of the
Base Prospectus, key information in order to aid investors when considering
whether to invest in the Notes.
A.2 Information
regarding
consent by the
Issuer to the use
of the
Prospectus
Not applicable
Section B –
Issuer
B.1 The legal and
commercial
name of the
Issuer
RENAULT (Renault
or the Issuer)
B.2 The domicile
and legal
form of the
Issuer, the
legislation
under which
the Issuer
operates and
its country of
incorporatio
n
RENAULT is a société anonyme (public limited company) organized and
existing under French law. Renault is governed by the provisions of Book II of
the French Code de Commerce, and the provisions of the employee profit-sharing
Act No 94-640 of
July 25, 1994.
Renault is registered with the Registrar of Companies in Nanterre under number
441 639 465.
Its Registered office is located at 13-15, quai Le Gallo, 92100 Boulogne
Billancourt –
France.
B.4b Description
of any known
trends
affecting the
Issuer and
the activities
in which it
operates
Outlook for 2017
In 2017, the global market should see growth of 2% to 3% (versus +1.5% to
+2.5% previously). The European market is expected to grow around 3% (versus
+2% previously). The French market is expected to expand by around 4% (versus
+2% previously).
Outside Europe, the Russian market could grow around 10% (versus more than
5% previously), and the Brazilian market up to 8% (versus by 5% previously).
The growth momentum is expected to continue in China (around 5%) and India
(more than 8%).
Within this context, and including AVTOVAZ, Groupe Renault is confirming its
guidance:
-
increase Group revenues, beyond the impact of AVTOVAZ (at constant
exchange rates),
-
increase Group operating profit in
euros
,
-
generate a positive automotive operational free cash flow.
* compared with 2016 Groupe Renault published results
B.5 Description
of the
Issuer's
Group and
the Issuer's
position
within the
Group
As of 31 December 2016:
2016 2015 restated (1) Change
Worldwide Group registrations (2) million vehicles 3.18 2.81 $+13.3%$
Group revenues $\epsilon$ million 51,243 45,327 $+13.1%$
Group operating profit $E$ million 3.282 2,375 $+907$
% revenues 6.4% 5.2% $+1.2$ pt
Group operating income $E$ million 3,283 2,176 $+1,107$
Contribution from associated companies $\epsilon$ million 1,638 1.371 $+267$
o/w Nissan 1,741 1,976 $-235$
o/w AVTOVAZ (89) (620) $+531$
Net income $E$ million 3,543 2,960 $+583$
Net income, Group share $\epsilon$ million 3,419 2,823 $+596$
Earnings per share 12.57 10.35 $+2.22$
Automotive excluding AVTOVAZ
Operational free cash flow er
$E$ million 1,107 1,051 $+56$
Automotive excluding AVTOVAZ net cash position $\epsilon$ million 3,925 2,661 $+1,264$
Automotive net cash position $\epsilon$ million 2,720 $\bullet$ $\sim$
Sales Financing, average performing assets $E$ billion 33.3 28.6 $+16.3%$

The spread sheet below also gives the main consolidated figures over two years.

MAIN CONSOLIDATED FIGURES 2016 & 2015- PUBLISHED DATAS (1)

$(E \text{ million})$ 2016 2015
Revenues 51,243 45,327
Operating profit 3.282 2,320
Share in Nissan Motors net income 1.741 1,976
Renault net income, Group Share 3,419 2,823
Earnings per share $(6)$ 12.57 10.35
Share capital 1,127 1,127
'Shareholders' equity 30,895 28,474
Total assets 102,103 90,605
Dividends $(E)$ 3.15% 2.40
Automotive cash flows (3) 4,362 3,451
Net cash position 2,720(4) 2,661
TOTAL WORKFORCE AT DECEMBER 31 124,849 120,136

The split between the Automotive (excluding Avtovaz) and Sales financing branches for the Operating margin and revenues for 2016 and 2015 is provided below:

Operating margin ( $\epsilon$ million) 2016 2015 Change
AUTOMOTIVE 2,386 1,546 $+840$
As a % of Automotive revenues 4.9% 3.6% $+1.3$ pt
SALES FINANCING 896 829 $+67$
GROUP OPERATING MARGIN 3,282 2,375 $+907$
As a % of Group revenues 6.4% 5.2% $+1.2$ pt
Figures restated
2016 2015 Change
Worldwide registrations* (units) 3,182,625 2,808,926 $+13.3%$
Group revenues (E millions) 51,243 45,327 $+13.1%$

The table below gives the Renault Group consolidated revenues on Q1 2017 and Q1 2016.

RENAULT GROUP CONSOLIDATED REVENUES

Change
(€ million) 2017 2016 2017/2016
Q1
Automotive excluding
AVTOVAZ
11,939 9,942 +20.1%
Sales Financing 621 547 +13.5%
AVTOVAZ 750 - -
AVTOVAZ eliminations -181 - -
Total 13,129 10,489 +25.2%
Excluding the impact of
AVTOVAZ consolidation
12,560 10,489 +19.7%

The spreadsheets below give the main historical figures for the first half-year 2017 and first half-year 2016.

. 119901194
H1 2016
-------
Worldwide Group registrations (1) Million vehicles 1.88 1.70 $+10.4%$
Group revenues $\epsilon$ million 29,537 25,185 $+17.3%$
Group operating profit $\epsilon$ million 1,820 1,541 $+279$
% revenues 6.2% 6.1% $+0.1$ pts
Group Operating income $\epsilon$ million 1,789 1,476 $+313$
Contribution from associated companies $\epsilon$ million 1,317 678 $+639$
o/w Nissan $\n million\n$ 1,288 749 $+539$
o/w AVTOVAZ $\n million\n$ N/A $-75$ $+75$
Net income $\epsilon$ million 2,416 1,567 $+849$
Net income, Group share $\epsilon$ million 2,379 1.501 $+878$
Earnings per share 8.77 5.51 $+3.26$
Automotive operational Free cash flow excl. AVTOVAZ (2) $\epsilon$ million $+325$ $+381$ $-56$
Automotive operational Free cash flow incl. AVTOVAZ $\epsilon$ million $+358$ N/A N/A
Automotive net cash position incl. AVTOVAZ $\epsilon$ million $+2,433$ $+2.720(3)$
at 31 Dec. 2016
$-287$
Cales Financing, average performing accets. $E$ killian 20L 210 $+70.09$

(1) H1 2016 Group registrations have been restated to include Lada registrations.

  • (2) Automotive operational Free cash flow excluding AVTOVAZ: cash flows after interest and tax (excluding dividends received from publicly listed companies) minus tangible and intangible investments net of disposals +/- change in the working capital requirement. (3) The figures at December 31, 2016 include adjustments relating to preliminary allocation
  • of the purchase price paid for the AVTOVAZ Group which were recognized during the first half-year of 2017, and are thus different from the figures previously published.

As the acquisition of control, as defined by IFRS 10, over ARA b.v. and the AVTOVAZ Group, took place on December 28, 2016, the net income of ARA b.v. and the AVTOVAZ Group for 2016 is still included by the equity method in Groupe Renault's profit & loss. Only the year-end balance sheet figures at December 31, 2016 for ARA b.v. and the AVTOVAZ Group are included in the Groupe Renault's consolidated financial position at December 31, 2016. In 2017, the completeness of financial data of ARA b.v. and the AVTOVAZ Group is consolidated by full integration into Groupe Renault's accounts.

The split between the Automotive (excluding Avtovaz), Avtovaz and Sales financing branches for Revenues and Operating margin for the H1 2017 and H1 2016 is provided below:

H1 2017 Reported H1 2016 Change (%)
$(\epsilon$ million) 01 02 H1 01 02 H1 01 02 H1
Automotive excl. AVTOVAZ 11.939 15.056 26.995 9.942 14.136 24.078 $+20.1$ $+6.5$ $+12.1$
AVTOVAZ 569 722 1,291 N/A N/A N/A N/A N/A N/A
Sales Financing 621 630 1,251 547 560 1.107 $+13.5$ $+12.5$ $+13.0$
Total 13.129 16.408 29.537 10.489 14.696 25.185 $+25.2$ $+11.6$ $+17.3$
$(\epsilon$ millions) H1 2017 Reported H1 2016 Change
Automotive division excl. AVTOVAZ 1,292 1,121 $+171$
% of division revenues 4.8% 4.7% $+0.1$ pts
AVTOVAZ N/A $+3$
% AVTOVAZ revenues 0.2% N/A N/A
Sales Financing 525 420 $+105$
Total 1,820 1,541 $+279$
% of Group revenues 6.2% 6.1% $+0.1$ pts

The table below gives the Groupe Renault consolidated revenues for Q1, Q2, Q3, and 9 first months in 2017 and 2016:

Groupe Renault consolidated revenues

(€ million) 2017 2016 Change
2017/2016
Q1
Automotive excl. AVTOVAZ 11,939 9,942 +20.1%
Sales Financing 621 547 +13.5%
AVTOVAZ 569 - -
Total 13,129 10,489 +25.2%
Q2
Automotive excl. AVTOVAZ 15,056 14,136 +6.5%
Sales Financing 630 560 +12.5%
AVTOVAZ 722 - -
Total 16,408 14,696 +11.6%
Q3
Automotive excl. AVTOVAZ 10,974 9,989 +9.9%
Sales Financing 610 557 +9.5%
AVTOVAZ 634 - -
Total 12,218 10,546 +15.9%
9 months
Automotive excl. AVTOVAZ 37,969 34,067 +11.5%
Sales Financing 1,861 1,664 +11.8%
AVTOVAZ 1,925 - -
Total 41,755 35,731 +16.9%
There has been no material adverse change in the prospects of the Issuer since 31
December 2016 the date of its last published audited financial statements).
There has been no significant change in the financial or trading position of Group
Renault since 30 June 2017.
B.13 Recent
material
events
relating to
the Issuer's
solvency
1. 13 December 2016: Movements in the board of directors. Date of the 2017
annual general meeting
2.
6 January 2017: Information related to the consolidation of Avtovaz by
Renault Group from 31 December 2016.
3. 13 January 2017: Renault Group acknowledges the information according to
which judicial investigations would be starting in the "emissions" matter.
4.
9 February 2017: Appointment of Mr. Yasuhiro Yamauchi to the Renault
Board of Directors
5. 10 February 2017: Renault Group: 2016 Financial Results
6. 8 March 2017: issuance under Renault's EMTN Programme on 8 March of €
750 million, 1% coupon fixed rate Notes due 8 March 2023
7. 15 March 2017: Renault Group: press release
8.
27 April 2017: Revenues increase 25.2% in the first quarter (+19.7%
excluding the impact of the Avtovaz consolidation)
9.
11 May 2017: Nissan contributes € 811 million for first quarter 2017 to
Renault's earnings
10.
07 July 2017: Renault-Nissan Alliance annual synergies rise 16% to €5
billion
11. 17 July 2017: Groupe Renault sets a half-year sales record with 1.88 million
vehicles sold, up 10.4%
12.
28 July 2017: Financial results for the 1st half of 2017: Groupe Renault
continues to grow and sets a new half-year operating margin record
13. 07 August, 2017. Groupe Renault signs a new Joint Venture in Iran
14. 29 August, 2017. Renault-Nissan Alliance and Dongfeng Motor Group Co.,
Ltd. forge partnership to co-develop electric vehicles in China.
15. 15 September, 2017. Alliance 2022: new plan targets annual synergies of €10
billion and forecasts unit sales of 14 million & combined revenues of \$ 240
billion.
16. 19 September, 2017. Acquisition by Groupe Renault of the 9.15% share that
its Alliance partner Nissan owns in the J.V Alliance Rostec Auto B.V. (ARA
BV).
17. 06 October, 2017. Drive the Future 2017-2022: New strategic plan builds on
record results, targets sustainable, profitable growth.
18. 24 October, 2017. Revenues up 15.9% in third quarter 2017
19.
03 November, 2017. With a view to implementing an employee offering,
Renault acquires 10% of the 14 million Renault shares sold by the French State.
20. 08 November, 2017. Nissan contributes € 469 million for third quarter 2017
to Renault's earnings.
21. On 17 November 2017, S&P upgraded Renault's ratings to BBB,
stable
outlook.
B.14 Extent to
which the
Renault is the mother company of the Group (for more details on the Issuer's
Group, please refer to B.5).
Issuer is
dependent
upon other
It holds 43.4% of Nissan's share capital which holds 15% of the share capital of
Renault
through its wholly owned subsidiary Nissan Finance Co. Ltd.
entities
within the
Group
Renault and Nissan are separate groups with separate decision making bodies.
The responsibility for managing their activities lies with their respective
Executive Committees, which are accountable to their respective Boards of
Directors and shareholders.
Renault and the Japanese automaker Nissan have chosen to develop a unique
type of alliance between two distinct companies with common interests, uniting
forces to achieve optimum performance. The alliance between Renault and
Nissan (hereinafter the Alliance) is organized so as to preserve individual brand
identities and respect each company's corporate culture.
Consequently:

Renault is not assured of holding the majority of voting rights in
Nissan's Shareholders' Meeting;

the terms of the Renault-Nissan agreements do not entitle
Renault to appoint the majority of Nissan directors, nor to hold the
majority of voting rights at meetings of Nissan's Board of Directors;
Renault cannot unilaterally appoint the President of Nissan; at December
31, 2016, Renault occupied two of the nine seats on Nissan's Board of
Directors (unchanged since December 31, 2015);

Renault-Nissan b.v., owned 50% by Renault and 50% by Nissan,
is the Alliance's joint decision-making body for strategic issues
concerning either group individually. Its decisions are applicable to both
Renault and Nissan. This decision-making power was conferred on
Renault-Nissan b.v. to generate synergies and bring both automakers
worldwide economies of scale. This entity does not enable Renault to
direct Nissan's financial and operating strategies which are governed by
Nissan's Board of Directors and cannot therefore be considered to
represent contractual control by Renault over Nissan. The matters
examined by Renault-Nissan b.v. since it was formed have remained
strictly within this contractual framework, and are not an indication that
Renault exercises control over Nissan;

Renault can neither use nor influence the use of Nissan's assets
in the same way as its own assets; and

Renault provides no guarantees in respect of Nissan's debt.
In view of this situation, Renault is considered to exercise significant influence
over Nissan, and therefore uses the equity method to include its investment in
Nissan in the consolidation.
B.15 Principal
activities of
the Issuer
The Group's activities have been organized into two main types
of operating
activities, in more than 120 countries:

Automotive, with the design, manufacture and distribution of
products through its distribution network (including the Renault
Retail Group subsidiary):

new vehicles, with several ranges (PC, LCV and EV
(exclusively
Renault))
marketed
under
three
badges:
Renault, Dacia and Renault Samsung Motors. Vehicles
manufactured by Dacia and RSM may be sold under the
Renault badge in some countries;

used vehicles, and spare parts;

The Renault powertrains, sold B2B;

Miscellaneous services: sales financing, leasing, maintenance
and service contracts.
In addition to these two business-lines, Renault has equity investments
in the following two companies:

Nissan ;

Avtovaz.
The shareholding in Nissan is accounted for under the equity method in the
Group's financial statements and that in Avtovaz is fully consolidated by global
integration.
B.16 Extent to
which the
Issuer is
directly or
indirectly
owned or
controlled
Not applicable
B.17 Credit
ratings
assigned to
The Notes to be issued are expected to be rated:
BBB by Standard & Poor's Rating Services (S&P) and Baa3 by Moody's
the Issuer or
its debt
securities
Investors Services, Inc. (Moody's).
Each of S&P and Moody's is established in the European Union and is registered
under Regulation (EC) No 1060/2009, as amended (the CRA Regulation). As
such, each of S&P and Moody's is included in the list of registered credit rating
agencies published by the European Securities and Markets Authority on its
website (at https://www.esma.europa.eu/supervision/credit-rating-agencies/risk)
in accordance with the CRA Regulation.
A security rating is not a recommendation to buy, sell or hold securities and may
be subject to suspension, reduction or withdrawal at any time by the assigning
rating agency.
Section C – Securities
C.1 Type, class and
security
identification of
the Notes
The Notes are €750,000,000 1.00
per cent. Notes due 28 November 2025
Series:
51
Tranche: 1
Aggregate Nominal
Amount
€750,000,000
Form: Dematerialised Notes
Central Depositary: Euroclear France
ISIN: FR0013299435
Common code: 172607454
C.2 Currencies The currency of the Notes is: euro (€).
C.5 A description of
any restrictions
on the free
transferability
of the Notes
Save certain restrictions (in particular in respect of France, United States of
America, United Kingdom, Japan, Hong Kong, Peoples Republic of china,
Singapore, European Economic Area and Switzerland) regarding the purchase,
offer, sale and delivery of the Notes, or possession or distribution of the Base
Prospectus, any other offering material or the
Final Terms, there is no restriction
on the free transferability of the Notes.
C.8 Description of
rights
attached
to the Notes
Status of the Notes
The Notes constitute direct, general, unconditional, unsecured (subject to the
provisions of "Negative Pledge") and unsubordinated obligations of the Issuer
and rank and will rank pari passu
and without any preference among themselves
and equally and rateably with all other present or future unsecured and
unsubordinated obligations of the Issuer.
Negative pledge
rateably secured therewith.
Indebtedness
So long as any of the Notes remains outstanding, the Issuer will not create or
permit to subsist any mortgage, charge, pledge, lien or other security interest
upon the whole or any part of its assets, present or future, to secure any present
or future Indebtedness incurred or guaranteed by it (whether before or after the
issue of the Notes) unless the Issuer's obligations under the Notes are equally and
means any indebtedness for borrowed money, represented by
bonds, notes, debentures or other assimilated debt securities which are for the
time being, or are capable of being, quoted, admitted to trading or ordinarily
traded in on any stock exchange, over-the-counter-market or other securities
market.
Event of Default
The terms of the Notes contain, amongst others, the following events of default:

Notes, continuing for a specified period of time; or
default in payment of any principal or interest due in respect of the

specified period of time; or
non-performance or non-observance by the Issuer of any of its respective
other obligations under the conditions of the Notes, continuing for a
events relating to the insolvency or winding up of the Issuer.
Withholding tax
withholding or deduction is required by law. All payments of principal, interest and other revenues by or on behalf of the
Issuer in respect of the Notes 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
had no such withholding or deduction been required. If French law should require that payments of principal or interest made by the
Issuer in respect of any Note 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, save in certain circumstances, to the fullest
extent then permitted by law, pay such additional amounts as shall result in
receipt by the Noteholders of such amounts as would have been received by them
Governing law
French law.
Issue Price: 99.109
per cent. of the Aggregate Nominal
Amount
Specified Denomination: €1,000
Status of the Notes: Unsubordinated Notes
C.9 Interest,
maturity
and
redemption
provisions, yield
and
representation
of
the
Noteholders
Interest Basis: 1.00 per cent. Fixed Rate
Interest Commencement Date: Issue Date (28
November 2017)
Maturity Date: 28
November 2025
Call Option: Applicable
The Issuer may at its option redeem all, but
not some only, of the Notes from 28 August
2025
and at
any date thereafter up to the
Maturity Date (excluded) at an Optional
Redemption Amount of €1,000 per Note.
Put Option: Not Applicable
Make-Whole Redemption: Applicable
Clean-Up Call Option: Applicable
Final Redemption Amount: €1,000 per Note
Early Redemption Amount: Applicable
Yield: 1.117
per cent.
Representation
of
the
Noteholders:
Noteholders
will be grouped automatically
for the defence of their common interests in
a masse
(the Masse).
The
Masse
will
be
governed
by
the
provisions of the French Code of Commerce
with the exception of Articles L.
228-48,
L.
228-59, L. 228-65 II, L. 228-87, R.
228-
63, R. 228-67, R. 228-69, R. 228-72 and
R.
228-78.
The Masse will act in part through a
representative (the Representative) and in
part
through
general
meetings
of
the
Noteholders. The names and addresses of
the initial Representative are:
Association de représentation des masses de
titulaires de valeurs mobilières (ARM)
Centre Jacques Ferronnière
32 rue du Champ de Tir
CS 30812
44308 Nantes Cedex 3
France
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 the
Series.
C.10 Derivative
component in
interest
payments
Not applicable.
C.11 Admission to
trading
Application is expected to be made by the Issuer (or on its behalf) for the Notes
to be admitted to trading on Euronext Paris with effect from 28 November 2017.
C.21 Indication of
the market
where the
securities will
be traded and
for which the
prospectus has
been published:
which the Base Prospectus has been published see Element C.11. For information on the market on which Notes will be admitted to trading and for
Section D –
Risks Factors
D.2 Key
information on
the key risks
that are specific
to the Issuer
There are certain factors that may affect the Issuer's ability to fulfil its obligations
under Notes issued under the Programme.
I. Automotive risk factors
1.
Risks linked
to the Group's
environment

Geographical risks
The Group has industrial and/or commercial operations in a large number
of countries, some of which could present specific risks: volatility of
GDP, economic and political instability, social unrest, regulatory
changes, nationalization, debt collection difficulties, fluctuation in
interest rates and foreign exchange rates, lack of foreign currency
liquidity, and foreign exchange controls. For example, the Group is
experiencing difficulties in repatriating funds from Egypt and
is
constrained by import controls in Algeria, slowing its expansion in these
countries.

Risks arising from economic conditions
The balance between Group sales in the Europe and Outside Europe
regions, 58/42 in 2015 and 57/43 in 2016, allows the Group to take
advantage of the different opportunities while limiting the risks of any
regional reversal or slowdown. The three largest markets outside the
Europe region are Turkey, Brazil, India/Russia, representing 5%, 5% and
each 4% of Group sales, respectively. Nevertheless, the Group's
activities are still dependent on the European market in terms of sales,
revenues and profit.

Risks linked
to the regulatory environment
Risks linked to non-compliance with laws and regulations.
2. Cross-Group risks

Occupational health risks and safety risks
Risks exist in all areas of the business: production, logistics, engineering
and sales. Renault Group is committed to managing, preventing and
reducing the exposure of its employees to safety risks and occupational
illnesses.

Environmental risks
The Group's main environmental risks can be broken down into three
categories:
-
risk of accidental environmental damage as a result of the Group's
activity;
-
risk of disruptions to industrial and logistics activities and damage
to the Group's assets as a result of extreme weather conditions
(storms, floods or hail, etc.); and
-
financial and commercial risks resulting from the Group's failure
to take the appropriate measures in response to tightening of
regulatory requirements and those relating to standards, in respect
of vehicle environmental performance, end-of-life recycling and
recovery, or chemical products used in manufacturing of vehicles
or after sales service.

Legal and contractual risks
The Renault Group is
exposed to three main legal risks:
-
Legal and regulatory changes:
Due to its international activity, the Group is subject to a number
of complex and dynamic legislations, particularly in the fields of
automotive, the environment, competition, labour law,
etc.
Although Renault monitors this situation, a change in legislation or
regulations having a significant impact on the Group's financial
position, business or results cannot be ruled out.
Moreover, the
authorities
or
courts
may
also
change
the
application
or
interpretation of existing laws and regulations at any time.
-
Identified risks arising from non-compliance with contractual
commitments:
Identified risks arising from non-compliance with contractual
commitments are, where applicable, described in the section on
disputes, governmental or legal proceedings and arbitrations.
Renault is not aware of any other identified risks arising from non
compliance with contractual commitments that could have a
significant impact on its financial position or profitability.
-
Disputes, governmental or legal proceedings, arbitration:
The Group is involved in various governmental,
legal and
arbitration proceedings as part of its activities in France and
internationally;
To the best of Renault's knowledge, over the last 12 months there
has been no dispute or governmental or legal proceeding other than
those described below or arbitration process underway or likely to
occur and that could have a significant impact on its financial
position, activities or results.
It should be noted that, in parallel with the work of the independent
technical commission (the "Royal" commission), the French
Directorate-General for Competition, Consumer affairs and Fraud
Control (DGCCRF) has conducted an investigation into the
automotive industry. The investigation examined the nitrogen
oxide (Nox) emission procedures of a dozen carmakers selling
diesel vehicles in France, including Renault. The DGCCRF
decided to communicate its conclusions relating to Renault on this
matter to the public prosecutor who opened on 12 January 2017
judicial investigations against Renault on the ground of "deceit in
respect of the material qualities and on the checks carried out, these
facts having led to the products being harmful to human and
animal health".
Renault contests the existence of any infringement and intends to
prove its compliance with French and European Regulations in the
legal investigation. Moreover, at this stage, Renault is not in a
position to assess the outcome of these investigations and
their
possible impact on the Group if any.
-
Intellectual property:
The Group
uses various patents, trademarks, designs and models.
Each year, Renault
Group
files several hundred patents, some of
which are covered by fee-paying licenses
granted to third parties.
The Group may also use patents held by third parties under
licensing agreements negotiated with those parties As such, the
Group is exposed to various intellectual property risks.
Fiscal risks
Uncertainties in the interpretation
of texts or the execution of the Group's
fiscal obligations.
IT risks
systems. The Group's business depends in part on the smooth running of its IT
These are under the responsibility of the Renault Information Systems
department, which has put in place a security policy, technical
architecture and processes to control risks associated with the following:
-
the service continuity of the datacenter, which contains some 5,000
servers hosting
around 3,000 IT applications used by the entire
Renault Group and partly by Nissan and our partners and suppliers.
-
cyber-crime; and
-
non-compliance with IT standards or practices required by
legislation, external authorities or contracts with suppliers.
These risks can have a significant financial impact in the form of
penalties or business interruption. They can adversely affect the Group's
brand image and/or lead to a loss of competitive advantage
Risk arising from pension liabilities
The risks relating to pensions consist of the additional financing that may
be required due to negative variations in its constituent parameters
(workforce, discount rate, inflation, life expectancy) or the markets
(impact on investments): these vary depending on the type of scheme,
whether they are defined-contribution or defined-benefit schemes, with
retirement indemnities or pension funds.
3. Operational risks
Risks linked
to product development
The risks linked
to product development mainly relate to the balance
between the product offering proposed (bodywork type, segment type,
price) and market demand.
Supplier risks
from Controlling
supplier
risks
is
a
major
challenge
for
automotive
manufacturers due to the significant contribution of suppliers to the
vehicle's cost price. Any default, even if this concerns just one supplier
the entire panel, can generate considerable impacts on production at
the Group's plants and the development of future projects.
Risks linked to raw materials –
securing resources
The risk identified concerns potential restrictions to the supply of raw
materials due to a mismatch between supply and demand (market
dynamics, sourcing issues or geopolitical reasons).
Risks linked
to manufacturing facilities
The Group's exposure to industrial risk is potentially significant as a
result of the production of certain vehicle models and components being
concentrated at one or two sites and the interdependence of its production
facilities.

Risks linked to the distribution network
The financial health of the independent dealer networks poses a
significant challenge to the Group's commercial strategy. Default by
dealers could have a major impact on sales levels, both at country and
region level.
4.
Financial risks

Risks linked to raw materials –
price guarantees
Renault Group's financial risk relating to raw materials is due to the fact
that purchasing prices can vary quite significantly and suddenly, with no
guarantee that increases can be recovered from vehicle sale prices.

Liquidity risks
Automotive must have sufficient financial resources to finance the day
to-day running of the business and the investment needed for its
expansion. For this reason, Automotive borrows regularly from banks and
on capital markets to refinance its gross debt and ensure its liquidity.
This creates a liquidity risk if markets are frozen during a long period or
credit is hard to access.

Foreign Exchange risks
Automotive is exposed to currency fluctuations through its industrial and
commercial activities. This risk is monitored or centralized within the
Automotive Cash Management and Financing department.

Interest rate risks
Interest rate risk can be assessed in respect of debt and financial
investments and their payment terms (i.e. fixed or variable rate).

Counterparty risk
In managing currency risk, interest rate risk and payment flows, the
Group enters into transactions on the financial and banking markets for
the placement of its surplus cash which may give rise to counterparty
risk.
Following the full consolidation of Avtovaz from 31 December 2016, the Group
may be affected by risks factors related to Avtovaz, which are of the same types
as for Group Renault Automotive. Those risks are risks linked to the business
environment, cross-group risks, operational risks and financial risks.
In addition, the Avtovaz group
had €601
million of bank loans with breached
covenants.
Credit institutions may claim for early repayment of the debts.
As at 31 December
2016, the Avtovaz
group received waivers for loan
agreements in the amount of €282
million in relation to breached loan covenants
including €124
million of long-term debt.
As of the date of approval of these consolidated financial statements, credit
institutions have brought no claim to the Avtovaz
group to demand early
repayment of debts.
At 30 June 2017 the Avtovaz Group had €227 million of
bank loans with
breached covenants (€601 million at December 31, 2016). Credit institutions are
able to claim for early repayment of these debts.
The Avtovaz Group received a waiver for loan agreements with breached
covenants in the amount of €200 million, including €57 million of long-term debt
(€282 million and €124 million respectively at December 31, 2016). However,
since this waiver was received after June 30, 2017, the reclassification of €57
million of long-term debt as short-term liabilities remains in these interim
condensed consolidated financial statements.
As of the date of approval of these consolidated financial statements, no banks
had made any demand for early repayment of loans due to breached covenants.
II.
Risk factors related to sales financing (RCI Banque)
1.
Risks linked
to the company's environment

Geographical risk
RCI Banque group has operations in several countries. It is therefore
subject to risks linked
to activities pursued internationally. These risks
include, in particular, economic and financial instability, and changes in
government, social and central bank policies.
RCI Banque's future results may be negatively impacted by one of these
factors.

Risk arising from economic conditions
RCI Banque's credit risk is dependent on economic factors, particularly
the rate of growth, the unemployment rate and household disposable
income
in the countries in which the RCI group has operations.

Risk related
to the regulatory environment
Regulatory measures could have a negative impact on RCI Banque and
the economic environment in which the RCI Banque group operates.
2.
Cross-Group Operational risks linked to sales
financing
RCI Banque is exposed to risks of loss arising either from external
events, or from inadequacies and failures of its processes, personnel or
internal systems.
The operational risk to which RCI Banque is exposed mainly includes
risks linked to events that are unlikely to occur but that would have a
significant impact, such as the risk of business interruption due to
unavailability of premises, staff or information systems.

Legal and contractual risk
Any legislative changes impacting credit lending and insurance at the
point of sale as well as regulatory changes linked
to banking and
insurance activities could impact the activity of the RCI Banque group.

Fiscal risk
Due to its international exposure, RCI Banque is subject to several
national fiscal legislations, which are susceptible to changes that could
impact its activity, financial position and results.

IT risk
The IT RCI Banque group's business depends in part on the smooth
running of its IT systems.
3. Credit risk
Credit risk relates to the risk of losses due to the incapacity of RCI
Banque customers to fulfill
the terms of a contract signed with the
company. Credit risk is closely linked to macro-economic factors.
4. Financial risk
Liquidity risk
The Sales Financing business depends on access to financial resources:
restrictions on access to liquidity could have a
negative impact on its
financing business.
Foreign Exchange risk
RCI Banque is exposed to currency risks which could have a negative
impact on its financial position.
Interest rate risk
RCI Banque's operating profit may be affected by changes in market
interest rates or rates on customer deposits.
Counterparty risk
RCI Banque group is exposed to counterparty risk from its investments of
surplus cash, and in its management of currency risk, interest rate risk
and payment flows.
5. Other risks
The residual value is the vehicle's estimated value at the end of its lease.
The performance of the used vehicles market can entail a risk for the
owner of these residual values, who is committed to taking back the
vehicle at the end of its lease at the originally agreed price. This risk is
principally borne by the manufacturers or the dealer network and to a
marginal extent by RCI Banque. In the specific case of the United
Kingdom, RCI Banque is exposed to the residual value risk on finance
where it has a commitment to take back the vehicle.

Insurance activity risk
RCI Banque assumes any risks arising from the customer insurance
business
and could therefore suffer losses if reserves are insufficient to
cover claims
made.
D.3 Key
information on
the
key risks
that are specific
to the Notes
There are certain factors which are material for the purpose of assessing the
market risks associated with Notes, including the following:
(i)
General risks relating to the Notes:
(e.g. independent review and advice, potential conflicts of interest,
legality of purchase, modification, waivers and substitution, regulatory
restrictions, taxation, change of law, French insolvency law) such as:
(1)
Independent review and advice
Each prospective investor in the Notes must determine, based on
its own independent review and such professional advice as it
deems appropriate under the circumstances, that its acquisition of
the Notes is fully consistent with its financial needs, objectives
and
condition, complies
and
is fully
consistent
with
all
investment policies, guidelines and restrictions applicable to it
and is a fit, proper and suitable investment for it, notwithstanding
the clear and substantial risks inherent in investing in or holding
the Notes;
(2)
No active Secondary / Trading Market for Notes
The Notes may not have an active trading market when issued.
There can be no assurance of a secondary market for the Notes or
the continued liquidity of such market if one develops;
(3)
Credit rating may not reflect all risks
One or more independent credit rating agencies may assign
credit ratings to the Notes. The ratings may not reflect the
potential impact of all risks linked
to structure, market,
additional factors discussed in this section, and other factors that
may affect the value of the Notes;
(4)
Market value of Notes
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 market interest and yield rates and
the time remaining to the maturity
date.
(ii) Specific risks relating to the structure of a particular issue of Notes such
as:
(1)
Any optional redemption feature where the Issuer is given the
right to redeem the Notes early might negatively affect the
market value of such Notes. During any period when the Issuer
may elect to redeem Notes, the market value of those Notes
generally will not rise substantially above the price at which they
can be redeemed. This also may be true prior to any redemption
period.
The Make-Whole Redemption by the Issuer or
the
Redemption at the Option of 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
(2)
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.
Section E –
Offer
E.2b Reason for the
offer and use of
proceeds
The net proceeds of the issue of the Notes
will be used by the Issuer for its
general corporate purposes.
E.3 Terms and
conditions of
the offer
Not applicable, the Notes
are not offered to the public.
There are restrictions on the offer and sale of the Notes and the distribution of
offering materials in various jurisdictions.
E.4 Interests of
natural and
legal persons
involved in the
issue of the
Notes
Save for any fees payable to the Managers in connection with the issue of Notes,
so far as the Issuer is aware, no person involved in the issue of the Notes has an
interest material to it.
E.7 Estimated
expenses
charged to
investor by the
Issuer or the
offeror
Not applicable, there are no expenses charged to the investor.