Obbligazione Caisse Nationale du Financement Local 4.5% ( XS0211544746 ) in USD

Caisse Nationale du Financement Local

100 USD ⇌

Francia

XS0211544746 ( in USD )

4.5% per anno ( pagato 2 volte l'anno)

04/03/2015 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Caisse Francaise de Financement Local XS0211544746 in USD 4.5%, scaduta

10 000 USD

125 000 000 USD

La Caisse Française de Financement Local (CFFL) è un istituto finanziario pubblico francese che finanzia le collettività territoriali locali.

The Obbligazione issued by Caisse Nationale du Financement Local ( France ) , in USD, with the ISIN code XS0211544746, pays a coupon of 4.5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 04/03/2015

Prospectus dated 25 November 2005

DEXIA MUNICIPAL AGENCY
(société anonyme à directoire et conseil de surveillance)
USD 50,000,000 4.50 per cent. Obligations Foncières due 4 March 2015 to be assimilated (assimilées) and form a single series
with the existing USD 75,000,000 4.50 per cent. Obligations Foncières issued on 4 March 2005

Issue Price: 98.87 per cent. of the nominal amount of the Obligations Foncières, plus an amount of USD 1,656,250
corresponding to accrued interest with respect to the period from, and including, 4 March 2005 to, but excluding, 29 November
2005
This document constitutes a prospectus (the " Prospectus ") for the purposes of Article 5.3 of Directive 2003/71/EC (the " Prospectus Directive "). This Prospectus
contains information relating to the issue by Dexia Municipal Agency (the "Issuer") of its U.S. Dollars 50,000,000 4.50 per cent. Obligations Foncières due
4 March 2015 (the " Obligations Foncières") to be assimilated (assimilées), and form a single series with, the existing U.S. Dollars 75,000,000 4.50 per cent.
Obligations Foncières issued by it on 4 March 2005 (the " Existing Obligations Foncières").
Interest in respect of the Obligations Foncières shall be payable annually in arrear on 4 March in each year, commencing on 4 March 2006. The yield to maturity of
the Obligations Foncières is of 4.650 per cent. per annum, as calculated on the basis of the issue price of the Obligations Foncières as as at their issue date.
The Obligations Foncières will be issued outside the Republic of France and, therefore, interest and other revenues with respect thereto will benefit from the
exemption provided for in Article 131 quater of the Code Général des Impôts (general tax code) from deduction of tax at source. Accordingly such payments do not
give the right to any tax credit from any French source. If French law should require that payments of principal or interest in respect of any Obligation Foncière be
subject to deduction or withholding in respect of any present or future taxes or duties whatsoever, the Issuer may, and in certain circumstances shall, redeem all (but
not some only) of the Obligations Foncières at their nominal amount. (See paragraph 27 of "Terms and Conditions of the Obligations Foncières Issue Specific
Conditions").
See Risk Factors on page 10 of this document for certain information relevant to an investment in the Obligations Foncières .
Application has been made for approval of this Prospectus to the Autorité des marchés financiers (the " AMF") in France, in its capacity as competent authority
pursuant to Article 212-2 of its Règlement Général implementing the Prospectus Directive. In addition, for the purposes of listing and trading the Obligations
Foncières on the Regulated Market of the Luxembourg Stock Exchange, the AMF has been requested, upon approval of this Prospectus, to provide the Commission
de surveillance du secteur financier in Luxembourg with a certificate of approval pursuant to Article 18 of the Prospectus Directive, attesting that this Prospectus
has been drawn up in accordance with the Prospectus Directive.
The Obligations Foncières will be in bearer materialised form in the denominations of USD 1,000 and USD 10,000 only and may only be issued outside France. A
temporary global certificate in bearer form without interest coupons attached (a " Temporary Global Certificate") will initially be issued in connection with the
Obligations Foncières. Such Temporary Global Certificate will be exchanged for definitive Obligations Foncières in bearer form with coupons fo r interest attached
on or after a date expected to be on or about 9 January 2006 (the " Exchange Date"), upon certification as to non US beneficial ownership, when the Obligations
Foncières will be assimilated (assimilées) and form a single series with, the Existing Obligations Foncières.
The Temporary Global Certificate will be deposited with a common depositary (the "Common Depositary") for Euroclear Bank S.A./N.V., as operator of the
Euroclear system (" Euroclear") and Clearstream banking, société anonyme (" Clearstream, Luxembourg").
It is expected that the Obligations Foncières will be rated AAA by Standard & Poors Rating Services and Fitch Ratings, and Aaa by Moody's Investors Services,
Inc. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating
agency.
Managers
Lead-Manager
Dexia Capital Markets
Co-Lead Managers
CIBC World Markets
Fortis Bank
Co-Managers
Banque et Caisse d'Epargne de l'Etat, Luxembourg
ING Belgium SA/NV

In connection with the issue and sale of the Obligations Foncières, no person is authorised to give any
information or to make any representation other than those contained in this Prospectus and, if given or
made, such information or representation must not be relied upon as having been authorised by the Issuer
or any of the Managers (as defined in "Subscription and Sale").
The distribution of this Prospectus and the offering or sale of the Obligations Foncières in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by
the Issuer and the Managers to inform themselves about and to observe any such restriction.
The Obligations Foncières have not been and will not be registered under the United States Securities Act of
1933 (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of
the United States. Subject to certain exceptions, Obligations Foncières may not be offered, sold or delivered
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") or the U.S. Internal Revenue Code of 1986, as amended (the "U.S.
Internal Revenue Code")).
A further description of certain restrictions on offers and sales of Obligations Foncières, and on distribution
of this Prospectus, is set forth in the "Subscription and Sale".
In connection with the issue of the Obligations Foncières, Dexia Banque Internationale à Luxembourg
Société Anonyme (acting under the name of Dexia Capital Markets) (the "Stabilising Manager") (or persons
acting on behalf of the Stabilising Manager) may over-allot Obligations Foncières (provided that the
aggregate principal amount of Obligations Foncières allotted does not exceed 105 per cent. of the aggregate
principal amount of the Obligations Foncières) or effect transactions with a view to supporting the market
price of the Obligations Foncières and/or the Existing Obligations Foncières at a level higher than that which
might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting on
behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on
or after the date on which adequate public disclosure of the terms of the offer of the Obligations Foncières is
made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the
issue date of the Obligations Foncières and 60 days after the date of the allotment of the Obligations
Foncières.
In this Prospectus, unless otherwise specified or the context otherwise requires, references to "", "Euro",
"EUR" or "euro" are to the currency of the participating member states of the European Union which was
introduced on 1 January 1999, and references to "$", "USD" or "US Dollars" are to the lawful currency of
the United States of America.
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TABLE OF CONTENTS

SUMMARY ...................................................................................................................................... 4
RISK FACTORS ..............................................................................................................................10
DOCUMENTS INCORPORATED BY REFERENCE ...........................................................................13
TERMS AND CONDITIONS OF THE OBLIGATIONS FONCIERES ....................................................15
TEMPORARY GLOBAL CERTIFICATE ISSUED IN RESPECT OF THE OBLIGATIONS
FONCIÈRES........................................................................................................................44
USE OF PROCEEDS ......................................................................................................................45
SUMMARY OF THE LEGAL PRIVILÈGE GRANTED BY THE LAW ....................................................46
DESCRIPTION OF DEXIA MUNICIPAL AGENCY ..............................................................................47
BUSINESS OVERVIEW...................................................................................................................51
ORGANISATIONAL STRUCTURE ....................................................................................................54
TREND INFORMATION...................................................................................................................55
ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES ..................................................56
STATUTORY AUDITORS .................................................................................................................59
MAJOR SHAREHOLDERS ..............................................................................................................60
FINANCIAL INFORMATION CONCERNING THE ISSUER'S ASSETS AND LIABILITIES,
FINANCIAL POSITION AND PROFITS AND LOSSES............................................................61
MATERIAL CONTRACTS ................................................................................................................71
SUBSCRIPTION AND SALE ............................................................................................................72
GENERAL INFORMATION...............................................................................................................74
PERSON RESPONSIBLE FOR THE INFORMATION SET OUT IN THIS PROSPECTUS ....................76

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SUMMARY
This summary must be read as an introduction to this Prospectus. Any decision to invest in the Obligations
Foncières should be based on a consideration of this Prospectus as a whole, including the documents incorporated
herein by reference, by any investor. No civil liability will attach to the Issuer on the basis of this summary,
including any translation hereof, unless it is misleading, inaccurate or inconsistent when read together with the
other parts of this Prospectus. Where a claim relating to information contained in this Prospectus is brought before
a court in an EEA Member State, the plaintiff may, under the national legislation of the EEA Member State where
the claim is brought, be required to bear the costs of translating this Prospectus before the legal proceedings are
initiated.
1-KEY INFORMATION ABOUT THE OBLIGATIONS FONCIÈRES
Description:
USD 50,000,000 4.50 per cent. Obligations Foncières due 4 March
2015, to be assimilated (assimilées) and form a single series with the
existing USD 75,000,000 4.50 per cent. Obligations Foncières
issued on 4 March 2005.
Lead Manager:
Dexia Banque Internationale à Luxembourg Société Anonyme
(acting under the name of Dexia Capital Markets)
Co-Lead Managers:
Canadian Imperial Bank of Commerce, London Branch
Fortis Bank N.V./S.A.
Co-Managers:
Banque et Caisse d'Epargne de l'Etat, Luxembourg
ING Belgium S.A./N.V.
Amount:
USD 50,000,000
Issue Price:
98.87 per cent. of the nominal amount of the Obligations Foncières,
plus an amount of USD 1,656,250 corresponding to accrued interest
with respect to the period from, and including, 4 March 2005 to, but
excluding, 29 November 2005 (265 days) (the "Issue Date").
Denominations:
USD 1,000 and USD 10,000
Maturity Date:
4 March 2015
Form of the Obligations Foncières:
The Obligations Foncières will be issued in bearer materialised
form. The Obligations Foncières will initially be represented by a
temp orary global certificate (the "Temporary Global Certificate")
without Coupons attached which will be deposited with a common
depositary for Euroclear Bank S.A./N.V., as operator of the
Euroclear system (" Euroclear") and Clearstream banking, société
anonyme ("Clearstream, Luxembourg") on or about the Issue
Date. Interests in the Temporary Global Certificate will be
exchangeable for definitive bearer Obligations Foncières with
Coupons attached on or around 9 January 2006, upon certification as
ton non-U.S. beneficial ownership, when the Obligations Foncières
will be assimilated (assimilées) and form a single series with, the
Existing Obligations Foncières.
Negative Pledge:
None
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Events of Default (including cross
None
default):
Interest and Payment of Interest:
Each Obligation Foncière bears interest on its nominal amount at a
fixed rate of 4.50 per cent. per annum payable annually in arrear on
4 March in each year, commencing on 4 March 2006.
Early Redemption:
None, except for tax reasons as summarised under "Taxation"
below.
Taxation:
All payments of principal and interest in respect of the Obligations

Foncières issued outside France will be made without withholding
of or deduction for or on account of French taxes. If such taxes are
imposed, the Issuer shall, to the fullest extent permitted by law and
subject to customary exceptions, pay additional amounts so that
holders of the Obligations Foncières and the coupons relating
thereto will receive the full amount which is due and payable, as
more fully set out in the Terms and Conditions of the Obligations
Foncières (the "Conditions"). In the event of the imposition of
French withholding taxes on payments in respect of the Obligations
Foncières or the coupons relating thereto, the Issuer may, and in
certain circumstances shall, redeem all (but not some only) of the
Obligations Foncières at any time at their nominal amount, plus
outstanding accrued interest up to date set for redemption, as more
fully set out in the Conditions.
Obligations Foncières will be issued outside France in the case of
syndicated issues of Obligations Foncières denominated in
currencies other than euro, if, inter alia, the Issuer and the relevant
Managers agree not to offer the Obligations Foncières to the public
in the Republic of France and such Obligations Foncières are
offered in the Republic of France only through an international
syndicate to "qualified investors " as described in Articles L. 411-2
and D.°411-1 of the French Code monétaire et financier
Use of Proceeds:
The net proceeds of the issue of the Obligations Foncières will be
used for the Issuer's general corporate purposes.
Governing Law:
French law
Status of Obligations Foncières:
The Obligations Foncières will constitute direct and unconditional
obligations of the Issuer, and, as provided below, benefit from the
privilège defined by Article L.515-19 of the Code Monétaire et
Financier.
Privilège:
The Obligations Foncières are issued under Articles L.515-13 to
L.515-33 of the Code Monétaire et Financier. Holders of the
Obligations Foncières will benefit from a privilège (priority right of
payment) over all the assets and revenues of the Issuer.
Approval and Listing:
Application has been made for approval of this Prospectus to the
Autorité des marchés financiers (the "AMF") in France, in its
capacity as competent authority pursuant to Article 212-2 of its
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Règlement Général implementing the Prospectus Directive.
In addition, for the purposes of listing and trading the Obligations
Foncières on the Regulated Market of the Luxembourg Stock
Exchange, the AMF has been requested, upon approval of this
Prospectus, to provide the Commission de surveillance du secteur
financier in Luxembourg with a certificate of approval pursuant to
Article 18 of the Prospectus Directive, attesting that this Prospectus
has been drawn up in accordance with the Prospectus Directive.
Fiscal Agent, Principal Paying Agent,
Dexia Banque Internationale à Luxembourg Société Anonyme

and Calculation Agent:
Paying Agents:
Dexia Banque S.A./Dexia Bank N.V. and Dexia Investor Services

Bank France
Selling Restrictions:
There are restrictions on the sale of the Obligations Foncières and
the distribution of offering material in various jurisdictions,
including the United States and the EEA (including the United
Kingdom and France).

2-KEY INFORMATION ABOUT THE ISSUER

A. Key information about Dexia Municipal Agency
Description:
Dexia Municipal Agency, a société anonyme à Directoire et Conseil de Surveillance incorporated under French
law, is a société de crédit foncier. It is registered as a company under the number PARIS B 421 318 064 (Paris
Trade and Companies Register).
The company was approved by the Comité des établissements de crédit et des entreprises d'investissement (the
"CECEI") on 23 July 1999, as société de crédit foncier. It is ruled by the provisions of articles L.210-1 and
following of the French commercial code, articles L.511-1 and following of the French Monetary and Financial
Code and articles L.515-13 and following of the French Monetary and Financial Code.
Dexia Municipal Agency's registered office is located Tour Cristal, 7 to 11 quai André Citroën 75015 Paris,
France (Telephone: +33 1 43 92 77 77).
The share capital of Dexia Municipal Agency as at 1 November 2005 amounts to Euro 680,000,000 comprised of
6,800,000 ordinary shares of Euro 100 nominal value. There is no authorised and non issued share capital.
Business Overview:
Dexia Municipal Agency's exclusive purpose is (as per Article 2 of the by-laws):
?
to grant or acquire loans to public-sector entities as defined in Article L.515-15 of the French Monetary
and Financial Code as well as assets considered as loans as defined in Article L.515-16 of the same
Code.
?
to hold assets defined by decree as replacement assets (valeurs de remplacement) ; and
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?
in order to finance the loans mentioned hereabove, to issue bonds called obligations foncières, benefiting
from the privilège defined in Article L.515-19 of the French Monetary and Financial Code and to raise
other funds, under issue or subscription contract referring to the privilège.
Dexia Municipal Agency may also fund the above mentioned business by issuing bonds or other resources not
benefiting from the privilège defined in Article L.515-19 of the French Monetary and Financial Code.
Administrative, Management and Supervisory bodies:
The members of the Supervisory board are:
Jacques GUERBER (Chairman)
Rembert VON LOWIS (Vice Chairman)
Daniel CAILLE
Dirk BRUNEEL
Dexia Banque S.A./Dexia Bank N.V. represented by Edith BERNEMAN
Dexia Credit Local represented by Bruno DELETRE
Dexia Crediop represented by Gérard BAYOL
Dexia Sabadell Banco Local represented by José Luis CASTILLO
François DUROLLET
Jean-Paul GAUZES
Jean-Luc PETITPONT
Pierre Homi RAHMANI

The members of the Executive Board are :
Philippe DUCOS (Chairman)
Jean-Claude SYNAVE
Sylvie VADE
Gilles LAURENT

Major Shareholders
As of 1 November, 2005, the issued share capital of Dexia Municipal Agency is held as at 99.99 per cent. by Dexia
Credit Local and 0.01 per cent. of the issued share capital is held by French and/or Belgian private, institutional
and corporate investors.
Dexia Municipal Agency is a subsidiary wholly owned by Dexia Credit Local, which is itself a wholly-owned
subsidiary of Dexia.
Dexia Group is active in three lines of business:
- public finance and financial services for the public sector;
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- retail banking;
- private banking, asset management and investment fund administration.
Dexia Municipal Agency is specialised in the financing of the first line of business set out above. The purpose of
Dexia Municipal Agency is to finance public sector commitments generated by the Dexia group by issuing
obligations foncières rated AAA/Aaa/AAA and other resources benefiting from the privilège.
On 16 September 1999, Dexia Credit Local formalised a declaration of financial support for its subsidiary Dexia
Municipal Agency (see "Organizational Structure").

B. Key information concerning selected financial data of Dexia Municipal Agency
Dexia Municipal Agency is not obliged to publish its financial statements in an IFRS format as of 2005 since the
company having no affiliates or subsidiaries does not produce consolidated accounts.
As of 30 June 2005, total assets of Dexia Municipal Agency amounted to 48,403,872 thousand euros.
The assets held by Dexia Municipal Agency are solely comprised of commitments on public sector entities that are
eligible by the terms of the articles L.515-16, 515-17 and 515-18 of the French Monetary and Financial Code, i.e.
States, local governments or groups of such, public sector establishments in the European Economic Area,
Switzerland, the United States and Canada or benefiting from the guarantees of such entities.
As of 30 June 2005, shareholders' equity excluding general banking risks reserve and including regulated
provisions of 18,681 thousand euros amounted to 755,396 thousand euros.
At the same date, debt securities in the form of obligations foncières (including accrued interest) totalled
40,007,260 thousand euros and the financing provided by Dexia Credit Local totalled at 4,884,349 thousand euros.
Recent Developments
Since 1 July 2005, Dexia Municipal Agency has issued debt securities issued in the form of obligations foncières
for an amount of 2,321,318,930.27 euros as at 1 November 2005.

3-RISK FACTORS
A. Risk factors relating to the Issuer
Factors that may have an impact on the Issuer can be summarised as follows:
?
Credit risk (i) on assets held by the Issuer and (ii) on bank counterparties of Dexia Municipal Agency in
hedging operations;
?
Market risks;
?
General interest risk;
?
Risk linked to compliance with the coverage ratio; and
?
Operating risks linked to information systems.
B. Risk factors relating to the Obligations Foncières
Each prospective investor in the Obligations Foncières must determine, based on its own independent review and
such professional advice as it deems appropriate under the circumstances, that its acquisition of the Obligations
Foncières is fully consistent with its financial needs, objectives and conditions, complies and is fully consistent
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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 Obligations Foncières.
Neither the Issuer, the Managers nor any of their respective affiliates assumes any responsibility for the lawfulness
of the acquisition of the Obligations Foncières by a prospective investor of the Obligations Foncières.
The Conditions of the Obligations Foncières contain provisions for calling general meetings of holders of
Obligations Foncières. These provisions permit defined majorities to bind all holders of the Obligations Foncières.
Potential purchasers and sellers of the Obligations Foncières should be aware that they may be required to pay
taxes or other documentary charges or duties in accordance with the laws and practices of the country where the
Obligations Foncières are transferred or other jurisdictions.
An investment in the Obligations Foncières involves the risk that subsequent changes in market interest rates may
adversely affect the value of the Obligations Foncières.

These risk factors are more detailed in the section headed "Risk Factors" of this Prospectus.

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RISK FACTORS
Prospective purchasers of the Obligations Foncières should consider carefully, in light of their financial
circumstances and investment objectives, all of the information in this Prospectus and, in particular, the risk
factors set forth below in making an investment decision.

RISK FACTORS RELATING TO THE ISSUER
All of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a
view on the likelihood of any such contingency occurring.

1. Credit risk on assets
The assets eligible for Dexia Municipal Agency's balance sheet are commitments on public sector entities or that
benefit from their guarantee as defined by article L.515-15, 16, 17 of the French Monetary and Financial Code. The
great majority of these assets come from the commercial public sector financing activities of Dexia group entities.
When new assets are transferred or allocated to Dexia Municipal Agency's balance sheet, eligibility is verified at
two successive levels for both French and non-French assets.
Credit risk on assets is overseen by the Risk Control Department's Commitments unit, which analyses risks and
synthesizes analyses by foreign subsidiaries applying Group methods. This unit produces an internal rating and sets
a commitment ceiling.

2. Credi t risk on bank counterparties
For Dexia Municipal Agency, bank counterparty risk is solely that of counterparties in hedging operations with
which the company has signed ISDA or AFB (French banking association) framework agreements that meet rating
agency standards for sociétés de crédit foncier. Only counterparties with a certain rating are admitted.

3. Market risks
Market risks are a type risk that are not compatible with Dexia Municipal Agency's balance sheet.
Bonds held in the assets cannot be recorded in any trading portfolio. They are acquired with the intention to be held
until maturity and are considered to be investment securities.
In addition, Dexia Municipal Agency cannot had a derivative instrument in an isolated open position. All
derivatives used by Dexia Municipal Agency are part of a hedging strategy, either micro- or macro-hedges.
The sole market risk may come from a foreign exchange risk. Dexia Municipal Agency's management policy is to
take no foreign exchange risks. Assets and liabilities originally in foreign currencies are swapped against euros
when they are acquired.

4. General interest rate risk
Dexia Municipal Agency uses micro and macro interest rate hedges to manage general interest rate risk. Micro-
hedges cover the interest rate risk on Obligations Foncières, and on a part of debt securities and loans. The goal of
Dexia Municipal Agency is to neutralise interest rate risk as much as possible from an operating standpoint.
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