Bond CFCM Europe Nord 6% ( FR0010128835 ) in EUR

CFCM Europe Nord

100 % ▲

France

FR0010128835 ( in EUR )

6% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond CFCM Nord Europe FR0010128835 en EUR 6%, maturity Perpetual

1 000 EUR

150 000 000 EUR

18/11/2025 ( In 126 days )

CFCM Nord Europe is the regional branch of the French Council of the Muslim Faith (CFCM) responsible for representing and coordinating Muslim affairs in Northern Europe.

The Bond issued by CFCM Europe Nord ( France ) , in EUR, with the ISIN code FR0010128835, pays a coupon of 6% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual

CAISSE FEDERALE DU CREDIT MUTUEL NORD EUROPE
150,000,000 Deeply Subordinated Fixed to Variable Rate Notes
Issue Price: 100 per cent.
The 150,000,000 Deeply Subordinated Fixed to Variable Rate Notes (the "Notes") of Caisse Fédérale du
Crédit Mutuel Nord Europe (the "Issuer") will be issued outside the Republic of France and, subject as
provided in "Terms and Conditions of the Notes Interest and Interest Suspension and Loss Absorption
and Return to Financial Health" below, will bear interest at a fixed rate of 6 per cent. per annum from and
including 18 November 2004 (the "Issue Date") to but excluding 18 November 2005 payable semi-
annually in arrear on 18 May 2005 and 18 November 2005 (subject as provided in "Terms and Conditions
of the Notes Payments and Calculations Payments on Business Days") and thereafter at a variable rate
per annum as more fully described in Condition 4 of the Terms and Conditions of the Notes payable semi-
annually in arrear on 18 May and 18 November in each year, commencing on 18 May 2006 (subject as
provided in "Terms and Conditions of the Notes Payments and Calculations Payments on Business
Days"). (See "Terms and Conditions of the Notes Interest and Interest Suspension" herein).
For so long as the compulsory interest provisions do not apply, the Issuer may elect, and in certain
circumstances shall be required, not to pay interest falling due on the Notes on any Interest Payment Date
(as defined in "Terms and Conditions of the Notes Definitions" herein), with a view to allowing the
Issuer to ensure the continuity of its activities without weakening its financial structure. Any interest not
paid on such date shall be forfeited and no longer be due and payable by the Issuer. (See "Terms and
Conditions of the Notes Interest and Interest Suspension" herein).
The Notes are undated and have no final maturity. The Notes may, at the option of the Issuer but subject
to the prior approval of the Secrétariat général of the Commission bancaire, be redeemed (in whole but
not in part) on 18 November 2014 and on any Interest Payment Date thereafter. The Notes may be, and in
certain circumstances, shall be redeemed (in whole but not in part). (See "Terms and Conditions of the
Notes Redemption and Purchase" herein.)
Application has been made to list the Notes on the Luxembourg Stock Exchange. The Notes have been
assigned a rating of A- by Standard and Poor's Rating Services. A rating is not a recommendation to buy,
sell or hold securities and may be subject to revision, suspension, reduction or withdrawal at any time by
the relevant rating agency.
See "Investment Considerations" below for certain information relevant to an investment in the
Notes.
The Notes have been accepted for clearance through Euroclear France, Clearstream Banking, société
anonyme ("Clearstream, Luxembourg") and Euroclear Bank SA/N.V., as operator of the Euroclear
System (" Euroclear"). The Notes will on the Issue Date be inscribed in the books of Euroclear France
which shall credit the accounts of the Account Holders (as defined in "Terms and Conditions of the Notes
- Form, Denomination and Title" below) including Euroclear and the depositary bank for Clearstream,
Luxembourg.
The Notes will be issued in bearer form in the denomination of 1,000 each. The Notes will at all times
be represented in book entry form (inscription en compte) in the books of the Account Holders in
compliance with article L.211-4 of the French Code monétaire et financier. No physical document of title
will be issued in respect of the Notes.
Bookrunner and Lead Manager
MERRILL LYNCH INTERNATIONAL
Structuring Adviser
Senior Co-Lead Managers
JPMORGAN
SG CORPORATE & INVESTMENT BANKING
The date of this Offering Circular is 16 November 2004.
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The Issuer, having made all reasonable enquiries, confirms that this Offering Circular contains
all information with respect to the Issuer, the Issuer and its subsidiaries and affiliates taken as a
whole (the "Issuer Group") and the Notes which is material in the context of the issue and
offering of the Notes, the statements contained in this Offering Circular relating to the Issuer,
the Issuer Group and the Notes are in every material particular true and accurate and not
misleading, the opinions and intentions expressed in this Offering Circular with regard to the
Issuer and the Issuer Group are honestly held, have been reached after considering all relevant
circumstances and are based on reasonable assumptions, that there are no other facts in relation
to the Issuer, the Issuer Group or the Notes the omission of which would, in the context of the
issue of the Notes, make any information or statement in this Offering Circular misleading in
any material respect and all reasonable enquiries have been made by the Issuer to ascertain such
facts and matters and to verify the accuracy of all such information and statements. The Issuer
accepts responsibility accordingly.
This Offering Circular does not constitute an offer of, or an invitation or solicitation by or on
behalf of the Issuer or the Managers (as defined in "Subscription and Sale" below) to subscribe
or purchase, any of the Notes. The distribution of this Offering Circular and the offering or sale
of the Notes in certain jurisdictions, including the United States, the United Kingdom and the
Republic of France, may be restricted by law. Persons into whose possession this Offering
Circular comes are required by the Issuer and the Managers to inform themselves about and to
observe any such restrictions. For a description of certain restrictions on offers and sales of
Notes and distribution of this Offering Circular, see "Subscription and Sale" below. No person is
authorised to give any information or to make any representation other than those contained in
this Offering Circular 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 or on
behalf of the Issuer or the Managers. The delivery of this Offering Circular at any time does not
imply that the information contained in it is correct as at any time subsequent to its date. In
making an investment decision regarding the Notes, prospective investors must rely on their
own independent investigation and appraisal of the Issuer, its business and the terms of the
offering, including the merits and risks involved. The contents of this Offering Circular are not
to be construed as legal, business or tax advice. Each prospective investor should consult its
own advisers as to legal, tax, financial, credit and related aspects of an investment in the Notes.
The Managers have not separately verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or
liability is accepted by the Managers as to the accuracy or completeness of the information
contained or incorporated by reference in this Offering Circular or any other information
provided by the Issuer in connection with the Notes or their distribution.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"). Subject to certain exceptions, the Notes may not be offered or
sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in
Regulation S under the Securities Act ("Regulation S")).
In this Offering Circular, unless otherwise specified or the context requires, references to "euro",
"EUR" and " " are to the single currency of the participating member states of the European
Economic and Monetary Union.
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In connection with this issue MERRILL LYNCH INTERNATIONAL (the "Stabilising
Agent") or any person acting for it may over-allot or effect transactions with a view to
supporting the market price of the Notes at a level higher than that which might otherwise
prevail for a limited period. However, there may be no obligation on the Stabilising Agent or
any agent of the Stabilising Agent to do this. Such stabilising, if commenced, may be
discontinued at any time, must be brought to an end after a limited period and will be carried
out in compliance with all applicable laws and regulations.
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TABLE OF CONTENTS
SUMMARY OF THE TERMS AND CONDITIONS OF THE NOTES....................................5
INCORPORATION BY REFERENCE................................................................................10
INVESTMENT CONSIDERATIONS.................................................................................. 11
TERMS AND CONDITIONS OF THE NOTES...................................................................13
USE OF PROCEEDS.........................................................................................................35
INFORMATION RELATING TO SOLVENCY RATIOS AND ISSUES OF SECURITIES
QUALIFYING AS TIER 1..................................................................................................36
DESCRIPTION OF THE GROUP.......................................................................................40
REPORT OF THE STATUTORY AUDITORS ON THE CONSOLIDATED FINANCIAL
STATEMENTS..................................................................................................................70
CONSOLIDATED FINANCIAL STATEMENTS OF THE ISSUER......................................72
CONSOLIDATED FINANCIAL STATEMENTS OF THE ISSUER AS AT 30 JUNE 2004 .. 128
CAPITALISATION TABLE OF THE ISSUER.................................................................. 133
SUBSCRIPTION AND SALE........................................................................................... 135
GENERAL INFORMATION............................................................................................ 139

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SUMMARY OF THE TERMS AND CONDITIONS OF THE NOTES
The following summary is qualified in its entirety by the more detailed information included
elsewhere in this Offering Circular. Capitalised terms used but not defined in this summary
shall bear the respective meanings ascribed to them under "Terms and Conditions of the
Notes". Prospective investors should also consider carefully, amongst other things, the factors
set out under "Investment Considerations".
Issuer:
Caisse Fédérale du Crédit Mutuel Nord Europe
Description:
150,000,000 Deeply Subordinated Fixed to Variable Rate Notes
Bookrunner and Lead
Merrill Lynch International
Manager:
Senior Co-Lead
J.P. Morgan Securities Ltd. and Société Générale
Managers :
Amount:
150,000,000
Issue Price :
100 per cent.
Fiscal Agent and
Société Générale Bank & Trust S.A.
Principal Paying Agent:
Paris Paying Agent and
Société Générale
Calculation Agent:
Luxembourg Listing
Dexia Banque Internationale à Luxembourg
Agent:
Denomination:
1,000
Maturity:
The Notes are undated perpetual obligations in respect of which
there is no fixed redemption date.
Status of the Notes:
The Notes are Deeply Subordinated Notes (obligations) of the
Issuer issued pursuant to the provisions of article L. 228-97 of
the French Code de Commerce, as amended by law n° 2003-706
on financial security dated 1 August 2003.

The principal and interest of the Notes constitute direct,
unconditional, unsecured and Deeply Subordinated Obligations
of the Issuer and rank and will rank pari passu among
themselves and pari passu with all other present and future
Deeply Subordinated Obligations of the Issuer, but shall be
subordinated to all present and future titres participatifs issued
by, and prêts participatifs granted to, the Issuer, Ordinary
Subordinated Obligations of the Issuer and Unsubordinated
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Obligations of the Issuer. The Notes shall rank in priority to any
class of share capital or other equity securities issued by the
Issuer.

The proceeds of the issue of the Notes will be treated for
regulatory purposes as consolidated fonds propres de base ("Tier
1 Capital") within the meaning of Article 2 of Règlement n° 90-
02 (as amended or replaced from time to time, the "CRBF
Regulation") of the Comité de la Règlementation Bancaire et
Financière (the "CRBF"). The CRBF Regulation should be read
in conjunction with the report published annually by the
Secrétariat général of the Commission bancaire ("SGCB")
headed "Modalités de calcul du ratio international de
solvabilité" setting out the SGCB's position on fonds propres de
base and referring, for this purpose, to the press release of the
Bank for International Settlements dated 27 October 1998
relating to instruments eligible for inclusion in Tier 1 Capital (a
French language version of which is attached to the said report).
Negative Pledge :
There will be no negative pledge in respect of the Notes.
Events of Default:
There will be no events of default in respect of the Notes, except
in the case of liquidation of the Issuer as more fully described in
Condition 9.
Interest:
Each Note bears interest on its then Principal Amount at a fixed
rate of 6 per cent. per annum from and including the Issue Date
to but excluding 18 November 2005 payable semi-annually in
arrear on 18 May 2005 and 18 November 2005 (subject as
provided in "Terms and Conditions of the Notes Payments and
Calculations Payments on Business Days") and thereafter at
the lesser of (i) the aggregate of the 10yrEUR Swap Rate and a
margin of 0.175 per cent. per annum and (ii) 8 per cent. per
annum, payable semi-annually in arrear on 18 May and 18
November in each year, commencing on 18 May 2006 (subject
as provided in "Terms and Conditions of the Notes Payments
and Calculations Payments on Business Days"). (See "Terms
and Conditions of the Notes Interest and Interest Suspension"
herein).

Payment of interest will be compulsory on Compulsory Interest
Payment Dates.

On any other Interest Payment Date (i.e. on any Optional Interest
Payment Date), the Issuer may at its option elect, and in certain
circumstances shall be required, not to pay interest in respect of
the Notes accrued to that date, with a view to allowing the Issuer
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to ensure the continuity of its activities without weakening its
financial structure. Any interest not paid on such date shall be
forfeited and no longer be due and payable by the Issuer.
Principal Amount/Loss
The principal amount of the Notes may be reduced following a
Absorption:
Supervisory Event, on a semi-annual basis.

The principal amount of the Notes will be reinstated following a
Return to Financial Health, to the extent any such reinstatement
does not trigger the occurrence of a Supervisory Event.
Supervisory Event:
Supervisory Event means the first date of either of the following
events: (i) the risk-based consolidated capital ratio of the Issuer
and its consolidated subsidiaries, calculated in accordance with
the Applicable Banking Regulations, falls below the minimum
percentage required in accordance with Applicable Banking
Regulations, or (ii) the notification by the SGCB, in its sole
discretion, to the Issuer, that the SGCB has determined that the
foregoing paragraph (i) of this definition would apply in the near
term.
End of Supervisory
End of Supervisory Event means, following a Supervisory
Event:
Event, the first date of either of the following events: (a) if the
Supervisory Event occurred pursuant to paragraph (i) of the
definition of Supervisory Event, the risk-based consolidated
capital ratio of the Issuer and its consolidated subsidiaries,
calculated in accordance with the Applicable Banking
Regulations, complies with the minimum percentage required in
accordance with Applicable Banking Regulations, or (b) if the
Supervisory Event occurred pursuant to paragraph (ii) of the
definition of Supervisory Event, the notification by the SGCB, in
its sole discretion, to the Issuer, that it has determined that the
circumstances which resulted in the Supervisory Event have
ended.
Return to Financial
If a positive Consolidated Net Income is recorded for at least two
Health:
consecutive financial years following the End of Supervisory
Event (a "Return to Financial Health") by the Issuer, the Issuer
shall increase the then Principal Amount of the Notes (a
"Reinstateme nt") to the extent any such Reinstatement (either
up to the Original Principal Amount or up to any other amount
lower than the Original Principal Amount) does not trigger the
occurrence of a Supervisory Event.

Whether or not a Return to Financial Health has occurred, the
Issuer shall increase the then Principal Amount of the Notes,
prior to certain events, to the extent any such increase of the
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Principal Amount (either up to the Original Principal Amount or
up to any other amount lower than the Original Principal
Amount) does not trigger the occurrence of a Supervisory Event.
See "Terms and Condition of the Notes Return to Financial
Health".
Early Redemption:
The Notes are undated perpetual obligations in respect of which
there is no fixed redemption date. However, the Notes may be
redeemed (in whole but not in part) on 18 November 2014 and
on any Interest Payment Date thereafter, at the option of the
Issuer.

The Issuer will also have the right to redeem the Notes (in whole
but not in part), for certain tax and regulatory reasons.

In certain circumstances for tax reasons, the Issuer will be
required to redeem the Notes.

Any early redemption is subject to the prior approval of the
SGCB.
Taxation:
The Notes will, upon issue, benefit from an exemption from
deduction of tax at source. If French law shall require any such
deduction, the Issuer shall, to the extent permitted by law and
subject to certain exceptions, pay additional amounts.
Representation of
The Noteholders will be grouped automatically for the defence
Noteholders :
of their respective common interests in a masse governed by the
provisions of the French Code de commerce and by French
décret no. 67-236 of 23 March 1967 subject to certain exceptions
and provisions.
Form of Notes:
The Notes will, upon issue on 18 November 2004, be entered in
the books of Euroclear France which shall credit the accounts of
the Account Holders (as defined in Condition 1) including the
depositary bank for Clearstream Banking, société anonyme
("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V.,
as operator of the Euroclear System ("Euroclear").

The Notes will be issued in bearer form (au porteur) and will at
all times be represented in book entry form (inscription en
compte) in compliance with Article L.211-4 of the Code
monétaire et financier.
Listing:
Application has been made to list the Notes on the Luxembourg
Stock Exchange.
Selling Restrictions :
There are restrictions on the sale of the Notes and the
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distribution of offering material in various jurisdictions.
Ratings :
The Notes have been assigned a rating of A- by Standard and
Poor's Rating Services. A rating is not a recommendation to buy,
sell or hold securities and may be subject to revision, suspension,
reduction or withdrawal at any time by the relevant rating
agency.
Governing Law:
French law
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INCORPORATION BY REFERENCE
The annual reports of the Issuer for the years ended 31 December 2002 and 31 December 2003,
including the audited consolidated financial statements of the Issuer as at, and for the years
ended, 31 December 2002 and 31 December 2003 and the related notes thereto as well as the
interim financial statements of the Issuer as at and for the interim period ended, 30 June 2004
and the related notes thereto are incorporated by reference in this Offering Circular.
All documents incorporated by reference in this Offering Circular may be obtained, free of
charge, at the specified office of each of the Paying Agents set out below during normal
business hours so long as any of the Notes is outstanding, as described in "General Information"
below.
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