Obligation Touax S.A 9.025% ( FR0011547108 ) en EUR

Société émettrice Touax S.A
Prix sur le marché 102 %  ⇌ 
Pays  France
Code ISIN  FR0011547108 ( en EUR )
Coupon 9.025% par an ( paiement trimestriel )
Echéance Perpétuelle



Prospectus brochure de l'obligation Touax S.A FR0011547108 en EUR 9.025%, échéance Perpétuelle


Montant Minimal 25 000 EUR
Montant de l'émission 20 525 000 EUR
Notation Standard & Poor's ( S&P ) /
Notation Moody's /
Prochain Coupon 01/08/2022 ( Dans 34 jours )
Description détaillée L'Obligation émise par Touax S.A ( France ) , en EUR, avec le code ISIN FR0011547108, paye un coupon de 9.025% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le Perpétuelle

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Prospectus dated 30 July 2013




TOUAX SCA
(established as Société en commandite par actions in the Republic of France)
as Issuer

20,525,000 Undated Deeply Subordinated Fixed to
Floating Rate Bonds
Issue Price: 100 per cent. of the principal amount
The Euro 20,525,000 Undated Deeply Subordinated Fixed to Floating Rate Bonds (the "Bonds") of TOUAX
SCA ("TOUAX SCA" or the "Issuer") will be issued on 1st August 2013 (the "Issue Date"). The principal
and interest of the Bonds constitute (subject to certain limitations described in "Status of the Bonds" in the
Terms and Conditions direct, unconditional, unsecured and deeply subordinated obligations (titres
subordonnés de dernier rang) of the Issuer and rank and will rank pari passu among themselves and (save
for certain obligations required to be preferred by French law) pari passu with all other present or future
Deeply Subordinated Bonds, but subordinated to the prêts participatifs granted to the Issuer, Ordinary
Subordinated Bonds and Unsubordinated Bonds of the Issuer, as set out in "Status of the Bonds" in the
Terms and Conditions of the Bonds). The Bonds shall only rank in priority to any classes of share capital of
the Issuer.
Unless previously redeemed in accordance with the "Redemption and Purchase" and subject to the further
provisions described in "Interest" in the Terms and Conditions of the Bonds:
The Bonds will bear interest (i) from, and including, the Issue Date to, but excluding, 1st August 2019 (the
"First Call Date"), at a fixed rate of 7.95 per cent. per annum (the "Fixed Rate"), payable annually in arrear
on 1st August in each year, (each, a "Fixed Rate Interest Payment Date"), commencing on 1st August 2014
and (ii) from, and including, the First Call Date at a floating rate calculated on the basis of 3-month
EURIBOR plus a margin of 9.569 per cent. per annum (the "Margin") payable quarterly in arrear on or
about 1st February, 1st May,1st August and 1st November in each year (each, a "Floating Rate Interest
Payment Date" and together with the Fixed Rate Interest Payment Dates, the "Interest Payment Dates").
Payment of interest on the Bonds may be deferred at the option of the Issuer under certain circumstances, as
set out in "Interest - Interest Deferral" in the Terms and Conditions of the Bonds.
The Issuer will have the right to redeem all of the Bonds (but not some only) on the First Call Date or upon
any Interest Payment Date thereafter, as defined and further described in "Redemption and Purchase -
Optional Redemption" in the Terms and Conditions of the Bonds. The Issuer may also, at its option, redeem
all of the Bonds at any time upon the occurrence of a Gross-Up Event, a Tax Deductibility Event, an
Accounting Event or a Repurchase Event, as further described in "Redemption and Purchase" in the Terms
and Conditions of the Bonds.
In addition, the Issuer may, further to the occurrence of a Change of Control Call Event, redeem or procure
purchase for all the Bonds (but not some only), as further described in "Terms and Conditions of the Bonds -
Redemption and Purchase - Redemption following a Change of Control Call Event". If such option is not
exercised, the interest payable on the Bonds will be increased by an additional margin of 3.00 per cent. per
annum.
This prospectus constitutes a prospectus (this "Prospectus") for the purposes of article 5.3 of Directive
2003/71/EC as amended by Directive 2010/73/EU (the "Prospectus Directive") and the relevant
implementing measures in France. This Prospectus has been prepared for the purposes of giving information







with regard to TOUAX SCA and its fully consolidated subsidiaries taken as a whole (together with the
Issuer, the "Group") and the Bonds which, according to the particular nature of the Issuer and the Bonds, is
necessary to enable investors to make an informed assessment of the assets and liabilities, financial position,
profit and losses and prospects of TOUAX SCA and the Group.
Application has been made to the Autorité des marchés financiers (the "AMF") in France for approval of
this Prospectus, in its capacity as competent authority pursuant to article 212-2 of its Règlement Général
which implements the Prospectus Directive. Application has been made to Euronext Paris for the Bonds to
be listed and admitted to trading on Euronext Paris. Euronext Paris is a regulated market for the purposes of
the Markets in Financial Instruments Directive 2004/39/EC, appearing on the list of regulated markets issued
by the European Commission.
The Bonds will be issued in dematerialised bearer form (au porteur). The Bonds will be issued in the
denomination of 25,000. The Bonds will at all times be in book-entry form in compliance with articles
L.211-3 and R.211-1 of the French Code monétaire et financier. No physical documents 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. The Bonds will, upon issue, be inscribed in the books of Euroclear France
("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, and includes Euroclear Bank S.A./N.V. ("Euroclear") and the depositary bank for
Clearstream Banking, société anonyme ("Clearstream, Luxembourg").
For the purpose of article L.228-90 of the French Code de commerce, the Bonds will be issued outside
France.
Printed copies of this Prospectus may be obtained, free of charge, at the registered office of the Issuer during
normal business hours. Copies of this Prospectus will also be available on the website of the AMF
(www.amf-france.org) and on the website of the Issuer (www.touax.com).
Prospective investors should have regard to the factors described under the section headed "Risk
factors" in this Prospectus.


Lead Manager
Co-Lead Manager
SOCIÉTÉ GÉNÉRALE
OCTO FINANCES
CORPORATE & INVESTMENT BANKING




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This Prospectus is to be read and construed in conjunction with the documents incorporated by reference
in this Prospectus (see "Documents Incorporated by Reference" below) which have been previously
published and which shall be deemed to be incorporated by reference in, and form part of, this Prospectus
(except to the extent so specified in, or to the extent inconsistent with, this Prospectus).

No person has been authorised to give any information or to make any representation other than those
contained in this Prospectus in connection with the issue or sale of the Bonds 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 herein). Neither the delivery of this Prospectus nor the offering, sale or delivery
of the Bonds shall, under any circumstances, create any implication that there has been no change in the
affairs of the Group since the date hereof or that there has been no adverse change in the financial
position of the Issuer or the Group since the date hereof or that any other information supplied in
connection with this Prospectus is correct as of any time subsequent to the date on which it is supplied or,
if different, the date indicated in the document containing the same.
Certain of 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 services for, the Issuer and their
affiliates in the ordinary course of business. In addition, in the ordinary course of their business activities,
the Managers and their affiliates may make or hold a broad array of investments and actively trade debt
and equity securities (or related derivative securities) and financial instruments (including bank loans) for
their own account and for the accounts of their customers. Such investments and securities activities may
involve securities and/or instruments of the Issuer or Issuer's affiliates. Certain of the Managers or their
affiliates that have a lending relationship with the Issuer routinely hedge their credit exposure to the
Issuer consistent with their customary risk management policies. Typically, such Managers and their
affiliates would hedge such exposure by entering into transactions which consist of either the purchase of
credit default swaps or the creation of short positions in securities, including potentially the Bonds. Any
such short positions could adversely affect future trading prices of Bonds. The Managers and their
affiliates may also make investment recommendations and/or publish or express independent research
views in respect of such securities or financial instruments and may hold, or recommend to clients that
they acquire, long and/or short positions in such securities and instruments.
The distribution of this Prospectus and the offering or sale of the Bonds 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 BONDS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
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. SUBJECT TO CERTAIN EXCEPTIONS, BONDS MAY NOT BE OFFERED, SOLD OR
DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
U.S. PERSONS. FOR A DESCRIPTION OF CERTAIN RESTRICTIONS ON OFFERS AND SALES
OF BONDS AND ON DISTRIBUTION OF THIS PROSPECTUS, SEE "SUBSCRIPTION AND SALE"
HEREIN.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Managers to subscribe for, or purchase, any Bonds.
The Managers have not separately verified the information contained in this Prospectus. None of the
Managers makes any representation, express or implied, or accepts any responsibility, with respect to the
accuracy or completeness of any of the information in this Prospectus. Neither this Prospectus nor any
other information incorporated by reference in this Prospectus is intended to provide the basis of any
credit or other evaluation and should not be considered as a recommendation by the Issuer or the
Managers that any recipient of this Prospectus or any other information incorporated by reference should
subscribe for or purchase the Bonds. In making an investment decision regarding the Bonds, prospective
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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. For further details, see "Risk Factors"
herein. The contents of this Prospectus are not to be construed as legal, business or tax advice. Each
prospective investor should subscribe for or consult its own advisers as to legal, tax, financial, credit and
related aspects of an investment in the Bonds. None of the Managers undertakes to review the financial
condition or affairs of the Issuer or the Group during the life of the arrangements contemplated by this
Prospectus nor to advise any investor or potential investor in the Bonds of any information coming to the
attention of any of the Managers.
In this Prospectus, unless otherwise specified, references to a "Member State" are references to a Member
State of the European Economic Area, references to "EUR" or "euro" or "" are to the single currency
introduced at the start of the third stage of European Economic and Monetary Union pursuant to the
Treaty establishing the European Community, as amended.


FORWARD-LOOKING STATEMENTS

This Prospectus contains certain statements that are forward-looking including statements with respect to the
Issuer's business strategies, expansion and growth of operations, trends in its business, competitive
advantage, and technological and regulatory changes, information on exchange rate risk and generally
includes all statements preceded by, followed by or that include the words "believe", "expect", "project",
"anticipate", "seek", "estimate" or similar expressions. Such forward-looking statements are not guarantees
of future performance and involve risks and uncertainties, and actual results may differ materially from those
in the forward-looking statements as a result of various factors. Potential investors are cautioned not to place
undue reliance on forward-looking statements, which speak only as of the date hereof.



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TABLE OF CONTENTS

Section
Page
SUMMARY OF THE PROSPECTUS .............................................................................................................. 6
RÉSUME EN FRANÇAIS (FRENCH LANGUAGE SUMMARY) ................................................................ 23
RISK FACTORS ............................................................................................................................................. 41
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................... 49
TERMS AND CONDITIONS OF THE BONDS ............................................................................................ 58
USE OF PROCEEDS ...................................................................................................................................... 74
DESCRIPTION OF THE ISSUER .................................................................................................................. 75
TAXATION ..................................................................................................................................................... 77
SUBSCRIPTION AND SALE ........................................................................................................................ 80
GENERAL INFORMATION .......................................................................................................................... 82
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS ......................... 84

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SUMMARY OF THE PROSPECTUS
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) No 486/2012 of 30 March 2012 and Commission Delegated Regulation (EU) No
862/2016 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 the Bonds and TOUAX
SCA. 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".
This summary is provided for purposes of the issue by the Issuer of the Bonds (as defined below) of a
denomination of less than 100,000 which are admitted to trading on a regulated market of the European
Economic Area (the "EEA").

Section A - Introduction and warnings
A.1
General
This summary must be read as an introduction to this prospectus (the
disclaimer
"Prospectus"). Any decision to invest in the Bonds should be based on a
regarding the
consideration by any investor of the Prospectus as a whole, including any
summary
documents incorporated by reference. Where a claim relating to information
contained in this Prospectus is brought before a court, the plaintiff may, under
the national legislation of the Member State of the EEA where the claim is
brought, be required, to bear the costs of translating this 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 this Prospectus or it does not provide, when read together with
the other parts of this Prospectus, key information in order to aid investors
when considering whether to invest in the Bonds.
A.2
Information
The Bonds will not be offered to the public in any jurisdiction. In this context,
regarding
the Issuer does not consent to the use of the Prospectus in connection with any
consent by the
such offer.
Issuer to the
use of the
Prospectus
6






Section B ­ Issuer
B.1
The legal and
TOUAX SCA ("TOUAX SCA" or the "Issuer").
commercial
name of the
Issuer
B.2
The domicile
TOUAX SCA is a partnership limited by shares (société en commandite par
and legal form
actions) incorporated in France and is governed by French law. TOUAX
of the Issuer,
SCA's registered office is located at 100-101 Terrasse Boieldieu - Tour
the legislation
Franklin, 92042 La Défense, France. TOUAX SCA is registered with the
under which
Registre du commerce et des sociétés of Nanterre under number
the Issuer
B 305 729 352.
operates and
its country of
incorporation
B.4b Description of
In the actual context of an uncertain economic outlook, the Group anticipates a
any known
difficult year in 2013 in European countries, where the Group is mainly
trends affecting present in the modular buildings and freight railcars businesses. To make up
the Issuer and
for the lack of dynamism in this zone, the Group is expanding in Africa with
the industries
the acquisition of SACMI, a leading company in the modular buildings sector
in which it
in Morocco, and continuing to expand in South America by buying and leasing
operates
river transport equipment, and in Asia where it intends to develop its leasing
activity of railcars.
In the short term, the Group's strategy is to consolidate its position and
continue its growth:
- by increasing its fleet of shipping containers;
- by developing new products for responding to the potential for growth
in certain markets and by exploiting opportunities in emerging
countries, and in particular in Africa, thanks to the acquisition of
SACMI;
- by growing in South America, Africa and Asia; and
- in relation to freight wagons, by making selective investments in
Europe and in the United States of America.
In the medium term the Group also plans to consolidate its position in each
division by strengthening its economies of scale.
B.5
A description
The Issuer is the holding company for the TOUAX Group (the "TOUAX
of the Issuer's
Group" and the "Group" refer to the Issuer and its consolidated subsidiaries).
Group and the
Issuer's
position within
the Group
B.9
Profit forecast
Not Applicable. There is no profit forecast or estimate.
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or estimate
B.10 Qualifications
Not Applicable. The statutory auditors' reports on the consolidated financial
in the auditors' statements for the years ended 31 December 2011 and 31 December 2012 do
report
not contain any qualification.
B.12 Selected
Except as disclosed in Elements B.4b and B.13, there has been no significant
historical key
change in the financial or trading position of the Group and there has been no
financial
material adverse change in the prospects of the Issuer since 31 December
information
2012.
The following tables show the key figures from the balance sheet and the
income statement of the Group as at 31 December 2011 and 2012:
Key figures of the consolidated income statement
( thousands)
2012
2011
Leasing revenue
219 034
221 419
Sales of equipment
138 952
114 395
Revenue
357 986
335 814
EBITDA before distribution to investors (1)
118 266
118 862
EBITDA after distribution to investors (1)
61 777
57 748
Current operating income
29 042
31 481
Consolidated net profit/(loss), Group's share
9 146
13 434
(1) The EBITDA represents the operating income restated to include depreciation and provisions
for fixed assets

Key figures of the consolidated balance sheet
( thousands)
2012
2011
Total assets
776 134
606 601
Gross tangible assets (1)
649 708
474 489
Total non-current assets
563 769
410 612
Shareholders' equity - Group's share
148 978
146 883
Consolidated shareholder's equity
173 013
146 316
Minority interests
24 035
(567)
Gross debt
491 783
364 050
Net debt (2)
432 639
318 762
(1) The gross tangible assets do not include the value of capital gains on internal disposals
(2) The net debt is the gross debt after deducting cash assets

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B.13 Recent
In June 2013, the Issuer renegotiated its two Club deal syndicated credit
material events facilities to increase the leverage with recourse ratio (net financial debt with
recourse/EBITDA after distributions) from 4.25 to 4.90 as at 30 June 2013.
relevant to the
The leverage with recourse ratio for the subsequent periods has not been
evaluation of
modified and shall be inferior to 4.25 until 30 June 2014 and then be inferior
the Issuer's
to 4 for the subsequent periods.
solvency
In June 2013, the Group also renegotiated the bilateral facility of TOUAX
Container Services to increase the leverage with recourse ratio (net financial
debt with recourse/EBITDA after distributions) from 4.25 to 4.90 as at 30 June
2013 and then 4.75 as at 31 December 2013. The leverage with recourse ratio
for the subsequent periods has not been modified and shall be inferior to 4.25
for the subsequent periods.
The first-quarter 2013 consolidated revenue amounts 59.7 million. The
leasing revenue is stable and the revenue of sales of equipment temporarily
down.
The general meeting of the Issuers' shareholders which took place on 11 June
2013 approved the resolution regarding the distribution of 1 new share for
every 40 shares held. Consequently, under the terms of this operation, 143 506
new shares will be created. After this operation, the Issuer's equity capital will
amount to 47 070 184 euros.
B.14 Extent to
Not Applicable. The Issuer is not dependent upon other entities of the Group.
which the
Issuer is
dependent
upon other
entities within
the Group
B.15 Principal
The TOUAX Group is a leasing company for shipping containers, modular
activities of the buildings, freight railcars and river barges. The Group manages equipment on
Issuer
its own behalf, as well as on behalf of third-party investors.
The Group's shipping containers business includes leasing and hire-purchase,
third-party asset management, and sale of new and used containers. The
Group's modular buildings business manufactures modular buildings, leases or
sells them and provides a certain number of services for customers, in
particular assembly and facility management. The Group's river barges
business includes leasing and hire-purchase, and sale of new and used barges.
The Group's freight railcars business includes leasing and hire-purchase, third-
party asset management, and sale of new and used railcars.
B.16 Extent to
The Issuer is controlled by the Walewski Family.
which the
Société Holding de Gestion et de Location (Leasing and Management Holding
Issuer is
Company) and Société Holding de Gestion et de Participation (Management
directly or
and Investment Holding Company) are the two General Partners (associés
indirectly
commandités) of TOUAX SCA and are respectively wholly owned by Raphaël
9






owned or
and Fabrice Walewski.
controlled
It should be noted that Alexandre, Fabrice and Raphaël Walewski, Société
Holding de Gestion et de Location and Société Holding de Gestion et de
Participation act in concert.
B.17 Credit ratings
Not Applicable. Neither the Bonds nor the Issuer will be rated.
assigned to the
Issuer or its
debt securities

Section C - Securities
C.1
Type, class and 20,525,000 Undated Deeply Subordinated Fixed to Floating Rate Bonds (the
identification
"Bonds").
number of the
The International Securities Identification Number ("ISIN") Code of the
Bonds
Bonds is: FR0011547108.
The common code of the Bonds is: 095761909.
C.2
Currencies
The currency of the Bonds is Euro ("" or "EUR").
C.5
Description of
Not Applicable. Save certain restrictions regarding the purchase, offer, sale
any restrictions and delivery of the Bonds, or possession or distribution of the Prospectus, any
on the free
other offering material, there is no restriction on the free transferability of the
transferability
Notes.
of the Bonds
C.8
Description of
· Issue price
rights attached The Bonds are issued at 100% of their principal amount.
to the Bonds
· Form and denomination
The Bonds are issued in dematerialised bearer form (au porteur) in the
denomination of 25,000.
Title to the Bonds will be evidenced in accordance by book-entries
(inscription en compte). No physical document of title (including certificats
représentatifs) will be issued in respect of the Bonds.
The Bonds will, upon issue, be inscribed in the books of intermediary
institution entitled to hold, directly or indirectly, accounts on behalf of its
customers with Euroclear France, and includes Euroclear Bank S.A./N.V. and
the depositary bank for Clearstream Banking, société anonyme.
· Status of the Notes
The Bonds are deeply subordinated bonds ("Deeply Subordinated Bonds")
issued pursuant to the provisions of article L.228-97 of the French Code de
commerce. The principal and interest on the Bonds constitute direct,
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Document Outline