Obbligazione Eramet Group 7% ( FR001400HZE3 ) in EUR

Emittente Eramet Group
Prezzo di mercato refresh price now   102.51 EUR  ▲ 
Paese  Francia
Codice isin  FR001400HZE3 ( in EUR )
Tasso d'interesse 7% per anno ( pagato 1 volta l'anno)
Scadenza 21/05/2028



Prospetto opuscolo dell'obbligazione Eramet FR001400HZE3 en EUR 7%, scadenza 21/05/2028


Importo minimo /
Importo totale /
Coupon successivo 22/05/2026 ( In 103 giorni )
Descrizione dettagliata Eramet è un gruppo minerario e metallurgico francese specializzato nell'estrazione e nella trasformazione di minerali, principalmente manganese, nichel e alluminio.

The Obbligazione issued by Eramet Group ( France ) , in EUR, with the ISIN code FR001400HZE3, pays a coupon of 7% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 21/05/2028







Prospectus dated 17 May 2023
500,000,000 7.000 per cent. Sustainability-Linked Bonds due 22
May 2028
Issue Price: 99.489 per cent. of the aggregate principal amount of
the Bonds
This document constitutes a prospectus (the "Prospectus") for the purposes of Article 6 of Regulation (EU) 2017/1129, as
amended (the "Prospectus Regulation").
The 500,000,000 7.000 per cent. sustainability-linked bonds due 22 May 2028 (the "Bonds") of ERAMET (the "Issuer") will
be issued on 22 May 2023 (the "Issue Date").
Interest on the Bonds will accrue from, and including, the Issue Date at the rate of 7.000 per cent. per annum (the "Original Rate
of Interest"), adjusted, where relevant, pursuant to Condition 5.2 (Interest Rate Step-Up, Key Performance Indicators and
Sustainability Performance Targets) and payable annually in arrears on 22 May in each year, and for the first time on 22 May
2024 for the period from, and including, the Issue Date to, but excluding, 22 May 2024, as further described in "Terms and
Conditions of the Bonds ­ Interest" of this Prospectus.
In the event that any or both of the Sustainability Performance Targets (as defined in Condition 5.2.2 (Sustainability Definitions)
is/are not met on 31 December 2025 (the "Target Observation Date"), then the Original Rate of Interest for each Interest Period
from, and including, the Interest Step-Up Date (as defined in Condition 5.2.1 (Interest Rate Step-Up)) until the redemption in full
of the Bonds, whether at maturity or by early redemption in accordance with the provisions of Condition 6 (Redemption and
Purchase), shall be increased (i) by 0.250 per cent. per annum if only one Sustainability Performance Target is met, or (ii) by
0.500 per cent. per annum if none of the Sustainability Performance Targets are met (See "Terms and Conditions of the Bonds ­
Interest ­ Interest Rate Step-Up, Key Performance Indicators and Sustainability Performance Targets").
Unless previously redeemed or purchased and cancelled, the Bonds will be redeemed at par on 22 May 2028 (the "Maturity
Date"). The Bonds may, and in certain circumstances shall, be redeemed before this date, in whole only but not in part, at their
principal amount, together with, any accrued interest, notably in the event that certain French taxes are imposed (see "Terms and
Conditions of the Bonds ­ Optional redemption for taxation reasons" and "Terms and Conditions of the Bonds ­ Compulsory
redemption for tax reasons"). The Bonds may also be redeemed at the option of the Issuer (i) in whole or in part, at any time prior
to 22 February 2028 at their relevant Make-whole Redemption Amount multiplied by the relevant Specified Redemption Portion
(see "Terms and Conditions of the Bonds ­ Early redemption at the Make-whole Redemption Amount"), (ii) in whole but not in
part at their principal amount, together with any interest accrued thereon, on any day from 22 February 2028 (see "Terms and
Conditions of the Bonds ­ Residual maturity call option") or (iii) in whole but not in part at their principal amount, together with
any interest accrued thereon, in the event that at least 75 per cent. of the initial aggregate principal amount of the Bonds has been
purchased or redeemed and cancelled by the Issuer (see "Terms and Conditions of the Bonds ­ Clean-up call option"). In addition,
Bondholders will be entitled, in the event of a Change of Control of the Issuer, to request the Issuer to redeem or purchase all of
their Bonds at their principal amount together with any accrued interest thereunder, all as defined, and in accordance with the
provisions set out in "Terms and Conditions of the Bonds ­ Redemption following a Change of Control".
The Bonds will be issued in dematerialised bearer form in the denomination of 100,000 each. Title to the Bonds will be evidenced
in accordance with Articles L.211-3 et seq. and R.211-1 et seq. of the French Code monétaire et financier by book entries
(inscription en compte). No physical document of title (including certificats représentatifs pursuant to Article R.211-7 of the
French Code monétaire et financier) will be issued in respect of the Bonds.
This Prospectus has been approved by the Autorité des marchés financiers (the "AMF"), as competent authority under the
Prospectus Regulation. The AMF only approves this Prospectus as meeting the standards of completeness, comprehensibility and


consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer and
on the quality of the Bonds that are the subject of this Prospectus. Investors should make their own assessment as to the suitability
of investing in the Bonds.
The Bonds shall, upon issue, be registered in the books of Euroclear France which shall credit the accounts of the Account Holders.
"Account Holder" shall mean any intermediary institution entitled to hold, directly or indirectly, accounts on behalf of its
customers with Euroclear France ("Euroclear France"), Clearstream Banking, S.A. ("Clearstream") and Euroclear Bank SA/NV
("Euroclear").
Application will be made to Euronext Paris S.A. for the Bonds to be admitted to trading on the regulated market of Euronext Paris
("Euronext Paris") with effect from the Issue Date. Euronext Paris is a regulated market for the purposes of the Markets in
Financial Instruments Directive, Directive 2014/65/EU, as amended, appearing on the list of regulated markets issued by the
European Securities Markets Authority.
The long-term debt of the Issuer is rated Ba2 (stable outlook) by Moody's Deutschland GmbH ("Moody's") and BB+ (stable
outlook) by Fitch Ratings Ireland Limited ("Fitch"). The Bonds have been rated Ba2 by Moody's and BB+ by Fitch. As of the
date of this Prospectus, Moody's and Fitch are credit rating agencies established in the European Union and are registered under
Regulation (EC) No. 1060/2009, as amended (the "CRA Regulation"). As such, Moody's and Fitch are 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-rating-agencies/risk) in accordance with the CRA regulation. A rating is not a
recommendation to buy, sell or hold securities and may be subject to suspension, revision, reduction or withdrawal at any time
by the assigning rating agency. A suspension, revision, reduction or withdrawal of the rating may adversely affect the market
price of the Bonds.
So long as any of the Bonds are outstanding, copies of this Prospectus and all the documents incorporated by reference herein
may be obtained, free of charge, at the registered office of the Issuer during normal business hours. Copies of this prospectus and
all documents incorporated by reference herein will also be available on the website of the Issuer (www.eramet.com) and on the
website of the AMF (www.amf-france.org).
An investment in the Bonds involves certain risks. See the "Risk Factors" section for a description of certain factors which
should be considered by potential investors in connection with any investment in the Bonds.
Global Coordinators and Joint Lead Managers
ABN AMRO
CITIGROUP
CREDIT AGRICOLE CIB
HSBC
NATIXIS
SOCIETE GENERALE CORPORATE &
INVESTMENT BANK


This Prospectus has been prepared for the purpose of giving information with respect to the Issuer and the
Issuer and its subsidiaries taken as a whole (the "Group") and the Bonds which is material to an investor for
making an informed assessment of the assets and liabilities, profits and losses, financial position and prospects
of the Issuer and the Group, the rights attaching to the Bonds, the reasons for the issuance and its impact on
the Issuer.
The Global Coordinators and Joint Lead Managers (as defined in "Subscription and Sale" below) have not
separately verified the information contained in this Prospectus. The Global Coordinators and Joint Lead
Managers do not make any representation, express or implied, or accept any responsibility, with respect to the
accuracy or completeness of any of the information contained or incorporated by reference in this Prospectus.
Neither this Prospectus nor any other information supplied in connection with the offering of the Bonds is
intended to provide the basis of any credit or other evaluation and should not be considered as a
recommendation by, or on behalf of, any of the Issuer or the Global Coordinators and Joint Lead Managers
that any recipient of this Prospectus or any other financial statements should purchase the Bonds.
The Issuer has appointed Sustainalytics (the "Second Party Opinion Provider") as a second party opinion
provider to provide an opinion regarding the alignment of the sustainability-linked financing framework of the
Issuer (the "Sustainability-Linked Financing Framework") available on the Issuer's website
(www.eramet.com), with the 2020 Sustainability-Linked Bond Principles and the 2023 Sustainability-Linked
Loan Principles. Such second party opinion (available on the Issuer's website (www.eramet.com)) is only an
opinion and not a statement of fact. The second party opinion and the Sustainability-Linked Financing
Framework do not form part of this Prospectus. Second party opinion providers and providers of similar
opinions and certifications (including the Independent External Verifier (as defined in Condition 5.2.2
(Sustainability Definitions)) are not currently subject to any specific regulatory or other regime or oversight.
Any such opinion, certification or verification is not, nor should be deemed to be, a recommendation by the
Issuer, any other member of the Group, the Global Coordinators and Joint Lead Managers, the Second Party
Opinion Provider, the Independent External Verifier or any other person to buy, sell or hold any Bonds.
Bondholders have no recourse against the Issuer, any other member of the Group, any of the Global
Coordinators and Joint Lead Managers, the Second Party Opinion Provider, the Independent External Verifier
or the provider of any opinion, certification or verification for the contents of any such opinion, certification or
verification, which is only current as at the date it was initially issued. Prospective investors must determine
for themselves the relevance of any such opinion, certification or verification and/or the information contained
therein and/or the provider of such opinion or certification for the purpose of any investment in the Bonds. Any
withdrawal of any such opinion, certification or verification or any such opinion or certification attesting that
the Issuer is not complying in whole or in part with any matters for which such opinion or certification is
opining on or certifying on may have a material adverse effect on the value of the Bonds and/or result in adverse
consequences for certain investors with portfolio mandates to invest in securities to be used for a particular
purpose.
No assurance or representation is given by the Issuer, any other member of the Group, the Global Coordinators
and Joint Lead Managers, Second Party Opinion Provider or the Independent External Verifier as to the
suitability or reliability for any purpose whatsoever of any opinion, report or certification of any third party in
connection with the offering of the Bonds or the Sustainability Performance Targets to fulfil any social,
sustainability, sustainability-linked and/or other criteria. Any such opinion, report or certification is not, nor
shall it be deemed to be, incorporated in and/or form part of this Prospectus.
In particular, there can be no assurance by the Issuer, any other member of the Group or the Global
Coordinators and Joint Lead Managers that the Sustainability-Linked Financing Framework will satisfy,
whether in whole or in part, any present or future investor expectations or requirements with respect to
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investment criteria or guidelines with which any investor or its investments are required to comply under its
own by-laws or other governing rules or portfolio investment mandates.
No person is authorised to give any information or to make any representation related to the issue, offering or
sale of the Bonds not contained in this Prospectus. Any information or representation not so contained herein
must not be relied upon as having been authorised by, or on behalf of, the Issuer or the Global Coordinators
and Joint Lead Managers. The delivery of this Prospectus or any offering or sale of Bonds at any time does not
imply that (i) there has been no change with respect to the Issuer or the Group, since the date hereof and (ii)
the information contained or incorporated by reference in it is correct as at any time subsequent to its date.
The Prospectus and any other information relating to the Issuer or the Bonds should not be considered as an
offer, an invitation, a recommendation by any of the Issuer or the Global Coordinators and Joint Lead Managers
to subscribe or purchase the Bonds. Each prospective investor of Bonds should determine for itself the relevance
of the information contained in this Prospectus and its purchase of Bonds should be based upon such
investigation as it deems necessary. The Global Coordinators and Joint Lead Managers undertake to review
the financial or general condition of the Issuer during the life of the arrangements contemplated by this
Prospectus nor to advise any investor or prospective investor in the Bonds of any information coming to its
attention. Investors should review, inter alia, the documents incorporated by reference into this Prospectus
when deciding whether or not to subscribe for or to purchase the Bonds. Investors should in particular conduct
their own analysis and evaluation of risks relating to the Issuer, its business, its financial condition and the
issued Bonds and consult their own financial or legal advisers about risks associated with investment Bonds
and the suitability of investing in the Bonds in light of their particular circumstances. Potential investors should
read carefully the section entitled "Risk Factors" set out in this Prospectus before making a decision to invest
in the Bonds.
The distribution of this Prospectus and the offering or the sale of the Bonds in certain jurisdictions may be
restricted by law or regulation. The Issuer and the Global Coordinators and Joint Lead Managers do not
represent that this Prospectus may be lawfully distributed, or that any Bonds may be lawfully offered or sold,
in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to
an exemption available thereunder, or assume any obligation or responsibility for facilitating any such
distribution, offering or sale. In particular, no action has been or will be taken by the Issuer or any of the Global
Coordinators and Joint Lead Managers which is intended to permit a public offering of any Bonds or
distribution of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no
Bond may be offered or sold, directly or indirectly, and neither this Prospectus nor any offering material may
be distributed or published in any jurisdiction, except under circumstances that will result in compliance with
any applicable laws and regulations. Persons into whose possession this Prospectus comes are required by the
Issuer and the Global Coordinators and Joint Lead Managers to inform themselves about and to observe any
such restrictions. For a further description of certain restrictions on offers and sales of Bonds and distribution
of this Prospectus and of any other offering material relating to the Bonds, see "Subscription and Sale" below.
The Bonds have not been and will not be registered under the U.S. 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. In accordance with U.S. laws, and subject to certain exceptions, the Bonds 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 (as defined in
Regulation S under the Securities Act (the "Regulation S")). Accordingly, the Bonds will be offered and sold
outside the United States to non U.S. persons in offshore transactions in reliance on Regulation S.
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Suitability of investment in the Bonds
The Bonds may not be a suitable investment for all investors. Each potential investor in the Bonds must
determine the suitability of that investment in light of its own circumstances. In particular, each potential
investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and
risks of investing in the Bonds and the information contained or incorporated by reference in this
Prospectus or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the Bonds and the impact the Bonds will have on its overall
investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds,
including where the currency for principal or interest payments is different from the potential investor's
currency;
(iv)
understand thoroughly the terms and conditions of the Bonds (including, but not limited to, the
sustainability performance targets' interest rate step up mechanism described in the Terms and
Conditions of the Bonds) and be familiar with the behaviour of any relevant financial markets;
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate (including, but not limited to, the sustainability performance targets' interest rate step up
mechanism described in the Terms and Conditions of the Bonds) and other factors that may affect its
investment and its ability to bear the applicable risks; and
(vi)
consult their legal advisers in relation to possible legal, tax, accounting, regulatory and related aspects
of any investment in the Bonds.
Consideration relating to credit rating of the Bonds and the Issuer
The rating assigned to the Bonds by each rating agency is based on the Issuer's financial situation but takes
into account other relevant structural features of the transaction, including, inter alia, the terms of the Bonds,
and reflects only the views of such rating agency. A rating 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 Bonds. The rating addresses the likelihood of full and timely payment to the Bondholders 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 rating will continue for any period of time or that they will not be reviewed, revised,
suspended or withdrawn entirely by the rating agency as a result of changes in or unavailability of information
or if, in the rating agency's judgement, circumstances so warrant. A credit rating and/or a corporate rating are
not a recommendation to buy, sell or hold securities. Any adverse change in an applicable credit rating could
adversely affect the trading price for the Bonds.
In addition, Moody's, Fitch or any other rating agency may change its methodologies or their application for
rating securities with features similar to the Bonds in the future. This may include the relationship between
ratings assigned to an issuer's senior securities and ratings assigned to securities with features similar to the
Bonds, sometimes called "notching". If the rating agencies were to change their practices or their application
for rating such securities in the future, the ratings of the Bonds may be subsequently lowered.
The Issuer is rated Ba2 (stable outlook) by Moody's and BB+ (stable outlook) by Fitch. The credit ratings of
the Issuer are an assessment of its ability to pay its obligations, including those arising from the Bonds.
Consequently, declines in the credit ratings of the Issuer may in turn impact the credit rating of the Bonds.
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Taxation
Potential purchasers and sellers of the Bonds should be aware that they may be required to pay taxes or other
charges or duties in accordance with the laws and practices of the country where the Bonds are transferred or
other jurisdictions. In some jurisdictions, no official statements of the tax authorities or court decisions may be
available for financial instruments such as the Bonds. In particular, potential investors are warned that the tax
laws of the investor's jurisdiction or of France (the Issuer's country of incorporation) might have an impact on
the income received from the Bonds. Potential investors are advised to ask for their own tax adviser's advice
on their individual taxation with respect to the acquisition, holding, sale and redemption of the Bonds.
A number of Member States of the European Union are currently negotiating to introduce a financial
transactions tax ("FTT") in the scope of which transactions in the Bonds may fall. The scope of any such tax is
still uncertain as well as any potential timing of implementation. If the currently discussed text or any similar
tax is adopted, transactions in the Bonds could be subject to higher costs, and the liquidity of the market for the
Bonds may be diminished. Prospective holders of the Bonds are advised to seek their own professional advice
in relation to the FTT.
Pursuant to certain provisions of the U.S. Internal Revenue Code of 1986, commonly known as FATCA, a
"foreign financial institution" may be required to withhold on certain payments it makes ("foreign passthru
payments") to persons that fail to meet certain certification, reporting, or related requirements. A number of
jurisdictions (including France) have entered into, or have agreed in substance to, intergovernmental
agreements with the United States to implement FATCA ("IGAs"), which modify the way in which FATCA
applies in their jurisdictions. Certain aspects of the application of the FATCA provisions and IGAs to
instruments such as the Bonds, including whether withholding would ever be required pursuant to FATCA or
an IGA with respect to payments on instruments such as the Bonds, are uncertain and may be subject to change.
Even if withholding would be required pursuant to FATCA or an IGA with respect to payments on instruments
such as the Bonds, such withholding would not apply prior to the date that is two years after the date on which
final regulations defining foreign passthru payments are published in the U.S. Federal Register. Holders should
consult their own tax advisors regarding how these rules may apply to their investment in the Bonds. In the
event any withholding would be required pursuant to FATCA or an IGA with respect to payments on the Bonds,
neither the Issuer nor any other person will be required to pay additional amounts as a result of the withholding.
MIFID II product governance / Professional investors and ECPs only target market - Solely for the purposes
of each manufacturer's product approval process, the target market assessment in respect of the Bonds, taking
into account the five categories referred to in item 18 of the Guidelines published by the European Securities
and Markets Authority ("ESMA") on 5 February 2018, has led to the conclusion that: (i) the target market for
the Bonds is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as
amended, "MiFID II"); and (ii) all channels for distribution of the Bonds to eligible counterparties and
professional clients are appropriate. Any person subsequently offering, selling or recommending the Bonds
(a "distributor") should take into consideration the manufacturers' target market assessment; however, a
distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the
Bonds (by either adopting or refining the manufacturers' target market assessment) and determining
appropriate distribution channels.
PRIIPs Regulation / Prohibition of sales to EEA retail investors ­ The Bonds are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within
the meaning of Directive 2016/97/EU (the "Insurance Distribution Directive"), where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II or (iii) not a qualified investor
as defined in the Prospectus Regulation. Consequently, no key information document required by Regulation
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(EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Bonds or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or selling the
Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
PRIIPs Regulation / Prohibition of sales to UK retail investors ­ The Bonds are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part
of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer within
the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement
Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8)
of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or
(iii) to a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of UK domestic
law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No
1286/2014 (as amended, the "UK PRIIPs Regulation") for offering or selling the Bonds or otherwise making
them available to retail investors in the UK has been prepared and therefore offering or selling the Bonds or
otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPS
Regulation.
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TABLE OF CONTENTS
RISK FACTORS ................................................................................................................................................ 9
DOCUMENTS INCORPORATED BY REFERENCE .....................................................................................15
TERMS AND CONDITIONS OF THE BONDS ..............................................................................................27
THE GROUP'S SUSTAINABILITY-LINKED FINANCING FRAMEWORK ..............................................44
USE AND ESTIMATED NET AMOUNT OF PROCEEDS .............................................................................49
DESCRIPTION OF THE ISSUER ...................................................................................................................50
RECENT DEVELOPMENTS ...........................................................................................................................51
SUBSCRIPTION AND SALE ..........................................................................................................................68
GENERAL INFORMATION ............................................................................................................................71
PERSON RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE PROSPECTUS ...................74
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RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Bonds. All
of these factors are contingencies which may or may not occur. Risk factors which are specific to the Issuer and
material for an informed investment decision with respect to investing in the Bonds issued under this Prospectus
are described below.
The following are certain risk factors relating to the Issuer and the Bonds of which prospective investors should
be aware. Prior to making an investment decision, prospective investors should consider carefully all of the
information set out and incorporated by reference in this Prospectus and consult with their own financial and
legal advisors as to the risks entailed by an investment in the Bonds. The following statements are not
exhaustive. In addition, investors should be aware that the risks described hereunder (i) may not describe all
of the risks the Issuer faces or all of the risks of an investment in the Bonds, and (ii) may be combined and thus
interrelated. Prospective investors should make their own independent evaluations of all investment
considerations and should also read the detailed information set out elsewhere in this Prospectus. The Bonds
should only be purchased, subject to any applicable laws and regulations, by investors who are financial
institutions or other professional investors who are able to assess the specific risks implied by an investment in
the Bonds.
The presentation of the risk factors in each category is presented in decreasing order of significance.
Terms defined in "Terms and Conditions of the Bonds" below shall have the same meaning where used hereafter.
1
RISKS RELATING TO THE ISSUER
Risk factors relating to the Issuer and the Group are set out in pages 278 to 284 of the 2022 Universal
Registration Document (as defined in section "Documents Incorporated by Reference") incorporated by
reference into this Prospectus and include the following:
-
Strategic and financial risks;
-
Operational risks; and
-
Compliance risks.
2
RISKS RELATING TO THE BONDS
2.1
Risks related to the particular structure of the Bonds
The Bonds may be redeemed prior to maturity
In the event that the Issuer would be obliged to pay additional amounts in respect of any Bonds due to any
withholding as provided in "Terms and Conditions of the Bonds ­ Taxation", the Issuer may and, in certain
circumstances shall, redeem all of the Bonds then outstanding in accordance with such Terms and Conditions.
The Terms and Conditions of the Bonds also provide that the Bonds are redeemable at the option of the Issuer
in certain other circumstances (see "Terms and Conditions of the Bonds ­ Early redemption at the Make-whole
Redemption Amount", "Terms and Conditions of the Bonds ­ Residual maturity call option" and "Terms and
Conditions of the Bonds ­ Clean-up call option") and, accordingly, the Issuer may choose to redeem the Bonds
at times when prevailing interest rates may be relatively low. During a period when the Issuer elects to redeem
Bonds, such Bonds may feature a market value not substantially above the price at which they can be redeemed.
With respect to the clean-up call option provided under "Terms and Conditions of the Bonds ­ Clean-up call
option", there is no obligation under the Terms and Conditions of the Bonds for the Issuer to inform the
Bondholders if and when the threshold of 75 per cent. of the initial aggregate principal amount of the Bonds
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(including for the avoidance of doubt the aggregate principal amount of any future bonds issued to be
assimilated with the Bonds (see "Terms and Conditions of the Bonds ­ Further Issuers")) has been reached or
is about to be reached. Provided that such option is not exercised within the six-month period following the
exercise in part of the make-whole redemption option (see "Terms and Conditions of the Bonds ­ Early
redemption at the Make-whole Redemption Amount"), the Issuer's option to redeem the Bonds pursuant to the
clean-up call option will exist notwithstanding that immediately prior to the serving of a notice in respect of the
exercise of this option, the Bonds may have been trading significantly above par, thus potentially resulting in a
loss of capital invested.
Further, if an Event of Default occurred and has not been remedied, as provided in "Terms and Conditions of
the Bonds ­ Events of Default", then the Representative shall upon request of any Bondholder cause all, but not
some only, of the Bonds held by it to become immediately due and payable in accordance with such Terms and
Conditions.
Any early redemption of the Bonds may result, for the Bondholders, in a yield that is considerably lower than
anticipated. In addition, investors may not be able to reinvest the monies they receive upon such early
redemption in securities with the same yield as the redeemed Bonds.
Early redemption at the option of the Bondholders
In the event of a Change of Control of the Issuer (as more fully described in "Terms and Conditions of the Bonds
­ Redemption following a Change of Control"), each Bondholder will have the right to request the Issuer to
redeem or purchase all of its Bonds at their principal amount together with any accrued interest. In such case,
any trading market in respect of those Bonds for which such redemption right is not exercised may become
illiquid. In addition, investors may not be able to reinvest the monies they receive upon such early redemption
in securities with the same yield as the redeemed Bonds.
The Bonds are not protected by restrictive covenants and the Issuer may incur additional indebtedness
The Terms and Conditions of the Bonds contain a negative pledge undertaking that prohibits the Issuer and its
Material Subsidiaries from creating any Security to secure any Relevant Debt unless, at the same time or prior
thereto, the Issuer's obligations under the Bonds are equally and rateably secured therewith (see "Terms and
Conditions of the Bonds ­ Negative Pledge"). Therefore, debt of the Issuer or any Material Subsidiary under
credit facilities or any other debt that is not in the form of bonds, notes or securities can be secured without the
obligation to secure the Bonds on an equal and rateable basis.
The Issuer and its Material Subsidiaries may incur significant additional debt that could be considered before,
or rank equally with, the Bonds. Accordingly, if the Issuer incurs significant additional debt ranking equally
with the Bonds, it will increase the number of claims that would rank equally with, or even ahead of, the claims
of the Bondholders with respect to the Group's assets distributed in connection with an insolvency, bankruptcy
or similar proceedings.
The Bonds may not be suitable investment for all investors seeking exposure to assets with sustainability
characteristics
Although the Original Rate of Interest relating to the Bonds is subject to upward adjustment in certain
circumstances specified in Condition 5.2.1, such Bonds may not satisfy investors' requirements or any future
legal or quasi legal standards for investment in assets with sustainability characteristics.
In particular, the Bonds are not being marketed as "green bonds", "social bonds" or "sustainability bonds" as
the net proceeds of the issue of the Bonds will be used for the Issuer's general corporate purposes, including to
refinance part of the existing 500,000,000 4.196 per cent. Bonds due 28 February 2024 issued by the Issuer
on 28 September 2017 (ISIN: FR0013284643) to be purchased in the context of a tender offer. The Issuer does
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