Obligation Engie 1.625% ( CH0195288193 ) en CHF

Engie

99.47 % ▼

France

CH0195288193 ( en CHF )

1.625% par an ( paiement annuel )

09/10/2024

Prospectus brochure de l'obligation Engie CH0195288193 en CHF 1.625%, échéance 09/10/2024

5 000 CHF

175 000 000 CHF

09/10/2024 ( Dans 144 jours )

L'Obligation émise par Engie ( France ) , en CHF, avec le code ISIN CH0195288193, paye un coupon de 1.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 09/10/2024

FINAL TERMS
Final Terms dated 5 October 2012

GDF SUEZ
Issue of CHF 175,000,000 1.625 per cent. Notes due 9 October 2024
under the Euro 25,000,000,000
Euro Medium Term Note Programme
Issued by: GDF SUEZ (the "Issuer'')
as
SERIES NO: 57
Deutsche Bank AG London Branch, acting through Deutsche Bank AG Zurich Branch
BNP Paribas (Suisse) SA
UBS AG

PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions
set forth in the Base Prospectus dated 12 September 2012 which received visa no. 12-441 from
the Autorité des marches financiers (the "AMF") on 12 September 2012 which constitutes a
base prospectus for the purposes of Directive 2003/71/EC (and amendments thereto, including
the Directive 2010/73/EU, to the extent implemented in the Relevant Member State) (the
"Prospectus Directive"), (the "Base Prospectus"). This document constitutes the Final Terms
of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and
must be read in conjunction with such Base Prospectus and the listing prospectus dated
5 October 2012 (the "Swiss Prospectus"). Full information on the Issuer and the offer of the
Notes is only available on the basis of the combination of these Final Terms and the Swiss
Prospectus. The Swiss Prospectus is available for viewing at Deutsche Bank AG Zurich Branch,
Uraniastrasse 9, P.O. Box 3604, CH-8021 Zurich, Switzerland, or can be ordered by telephone
(+41 44 227 3781) or fax (+41 44 227 3084).
1. Issuer:
GDF SUEZ
2. (i) Series Number:
57
(i ) Tranche Number:
1
3. Specified Currency or Currencies:
Swiss Francs (CHF)
4. Aggregate Nominal Amount:

(i) Series:
CHF 175,000,000
(i ) Tranche:
CHF 175,000,000
5. Issue Price:
100.484 per cent. of the Aggregate Nominal
Amount

319461 | OEB | 000030.doc

6. Specified Denominations:
CHF 5,000 and integral multiples thereof
(The issue of Notes is made outside the
countries where the Prospectus Directive applies
and according to Swiss regulations)
7. (i) Issue Date:
9 October 2012
(i ) Interest Commencement Date:
9 October 2012
8. Maturity Date:
9 October 2024
9. Interest Basis:
1.625 per cent. Fixed Rate
10. Redemption/Payment Basis:
Redemption at par
11. Change of Interest or
Not Applicable
Redemption/Payment Basis:
12. Put/Call Options:
Not Applicable
13. (i) Status of the Notes:
Unsubordinated
(i ) Date Board approval for
Resolution of the Board of Directors (conseil d'
issuance of Notes obtained:
administration) of the Issuer dated
6 December 2011 and decision of Mr. Gérard
Mestrallet in his capacity as Président Directeur
Général of the Issuer dated 13 September 2012.
14. Method of distribution:
Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15. Fixed Rate Note Provisions:
Applicable.
(i) Rate(s) of Interest:
1.625 per cent. per annum payable annually in
arrears
(i ) Interest Payment Date(s):
9 October in each year from and including
9 October 2013 to and including the Maturity
Date, adjusted in accordance with the Following
Business Day Convention, Business Centre
Zurich
(i i) Fixed Coupon Amount(s):
CHF 81.25 per CHF 5,000 in nominal amount
(iv) Broken Amount(s):
Not Applicable
(v) Day Count Fraction
30/360 (following, unadjusted)

(Condition 5(a)):
(vi) Determination Dates
Not Applicable

(Condition 5(a)):
16. Floating Rate Note Provisions:
Not Applicable
17. Zero Coupon Note Provisions:
Not Applicable
18. Inflation Linked Interest Note
Not Applicable
Provisions:

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PROVISIONS RELATING TO REDEMPTION
19. Call Option:
Not Applicable
20. Make-Whole Redemption by the
Not Applicable
Issuer:
21. Residual Call Option:
Not Applicable
22. Put Option:
Not Applicable
23. Change of Control Put Option:
Not Applicable
24. Final Redemption Amount of
CHF 5,000 per Note of CHF 5,000 Specified
each Note:
Denomination
25. Early Redemption Amount:

(i) Early Redemption Amount(s) of
CHF 5,000 per Note of CHF 5,000 Specified
each Note payable on
Denomination
redemption for taxation reasons
(Condition 6(f)), for il egality
(Condition 6(j)) or on event of
default (Condition 9) or other
early redemption and/or the
method of calculating the same
(if required or if different from
that set out in the Conditions):
(i ) Redemption for taxation reasons Yes
permitted on days others than
Interest Payment Dates
(Condition 6(f)):
(i i) Unmatured Coupons to become
Yes
void upon early redemption
(Materialised Bearer Notes only)
(Condition 7(f)):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
26. Form of Notes:
Materialised Notes. (Materialised Notes are only
in bearer form and may only be issued outside
France.
Temporary Global Certificate exchangeable for
Definitive Materialised Bearer Notes on or after
18 November 2012 (the "Exchange Date"),
being 40 days after the Issue Date subject to
postponement as provided in the Temporary
Global Certificate.
The Notes will be represented by a temporary
global certificate without interest coupons (the
"Temporary Global Certificate"), which will
initial y be issued and deposited with SIX SIS AG,
Olten, Switzerland ("SIS") the Swiss Securities
Services Corporation in Olten, Switzerland (SIX
SIS AG) or any other intermediary in Switzerland
recognized for such purposes by SIX Swiss
Exchange Ltd (SIX SIS AG or any such other
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intermediary, the "Intermediary") until the printing
of the definitive materialised notes (the
"Definitive Materialised Notes").
Once the Temporary Global Certificate, and,
subsequently, the Definitive Materialised Notes, is
deposited with the Intermediary and entered into
the accounts of one or more participants of the
Intermediary,
the
Notes
will
constitute
intermediated
securities
(Bucheffekten)
("Intermediated Securities") in accordance with
the provisions of the Swiss Federal Intermediated
Securities Act (Bucheffektengesetz).
The records of the Intermediary wil determine the
number of Notes held through each participant in
that Intermediary. In respect of the Notes held in
the form of Intermediated Securities, the holders
of the Notes (the "Holders") will be the persons
holding the Notes in a securities account
(Effektenkonto) which is in their name, or in the
case of intermediaries (Verwahrungsstel en)
holding the Notes for their own account in a
securities account which is in their name.
Each Holder shall have a quotal co-ownership
interest (Miteigentumsanteil) in the Temporary
Global Certificate to the extent of his claims
against the Issuer, provided that for so long as the
Temporary Global Certificate remains deposited
with the Intermediary, the co-ownership interest
shal be suspended, and for so long as the
Temporary Global Certificate or the Definitive
Materialised Notes remain deposited with the
Intermediary, the Notes may only be transferred
by the entry of the transferred Notes in a
securities account of the transferee.
In accordance with the listing rules of the SIX
Swiss Exchange, the Definitive Materialised
Notes will be printed free of charge for the
Noteholders.
Neither the Issuer nor the Holders shal at any
time have the right to effect or demand the
conversion of the Definitive Materialised Bearer
Notes into, or the delivery of, a permanent global
certificate
(Globalurkunde
for
Swiss
law
purposes) or Dematerialised Notes (Wertrechte
for Swiss law purposes).
The Definitive Materialised Bearer Notes
(Wertpapiere for Swiss law purposes) shall only
be individual y delivered to the Holders, if the
Principal Swiss Paying Agent determines, in its
sole discretion, that the delivery of the Definitive
Materialised Bearer Notes (Wertpapiere for Swiss
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law purposes) is necessary or useful, against
cancellation of the Notes in the Holders' securities
accounts. For the avoidance of doubt, in
circumstances where the Principal Swiss Paying
Agent decides not to deliver the Definitive
Materialised Bearer Notes (Wertpapiere for Swiss
law purposes), the Holders shal not have any
recourse to the Issuer.
(i) Form of Dematerialised Notes:
Not Applicable
(i ) Registration Agent
Not Applicable
(i i) Temporary Global Certificate:
Applicable
(iv) Applicable TEFRA exemption:
D Rules
27. Financial Centre(s) (Condition 7(h))
Zurich
or other special provisions relating to
Payment Dates:
28. Talons for future Coupons or
No
Receipts to be attached to Definitive
Notes (and dates on which such
Talons mature):
29. Details relating to Instalment Notes:
Not Applicable
30. Redenomination, renominalisation
Not Applicable
and reconventioning provisions:
31. Purchase in accordance with Article
Not Applicable
L.213-A and D.213-1 A of the French
Code monétaire et financier:
32. Consolidation provisions:
Not Applicable
33. Masse (Condition 11):
Not Applicable
34. Other final terms:
Payments
Payments of principal and interest in respect of
the Notes will be made, irrespective of any
present or future transfer restrictions and without
regard to any bilateral or multilateral payment or
clearing agreement which may be applicable at
the time of such payments, in freely disposable
Swiss Francs without collection costs in
Switzerland and without any restrictions and
irrespective of nationality, domicile or residence
of the holder of a Note or Coupon and without
requiring any certification, affidavit or the
fulfilment of any other formality.
The receipt by the Principal Swiss Paying Agent
of the due and punctual payment of the funds in
Swiss Francs in Zurich, in the manner provided
by the Conditions and these Final Terms, shal
release the Issuer from its obligation under the
Notes and Coupons for the payment of interest
and principal due on the respective Interest
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Payment Dates and on the Maturity Date to the
extent of such payment.
Condition 7 of the Terms and Conditions of the
Notes shal be construed accordingly.
Taxation
Condition 8 (Taxation) shall be completed, in
relation to this issue of Notes, with the following:
(v)
Agreements between the European
Community and other countries or
territories: on account of any taxes, duties
or governmental charges which are
required to be made pursuant to any
agreements
between
the
European
Community and other countries or
territories
providing
for
measures
equivalent to those laid down in the
European Council Directive 2003/48/EC or
any law or other governmental regulation
implementing or complying with, or
introduced in order to conform to, such
agreements, including, but not limited to,
the agreement between the European
Union and Switzerland of 26 October 2004
and any laws enacted by Switzerland
implementing this agreement;
(vi) Laws enacted by Switzerland: on
account
of
any
taxes,
duties
or
governmental charges which are required
to be made pursuant to laws enacted by
Switzerland providing for the taxation of
payments according to principles similar to
those laid down in the draft legislation
proposed by the Swiss Federal Council on
24 August 2011, in particular, the principle
to have a person other than the Issuer
withhold or deduct tax; or
(vii) Agreement between Switzerland and
other countries on final withholding
taxes: on account of any taxes, duties or
governmental charges which are required
to be made pursuant to an agreement
between Switzerland and other countries
on final withholding taxes levied by Swiss
paying agents in respect of persons
resident in the other country on income of
such person on Covered Bonds booked or
deposited with a Swiss paying agent
(Abgeltungssteuer)."

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Notices
Condition 16 (Notices) shall be deleted and
replaced, in relation to this issue of Notes, with
the following:
"Al notices concerning the Notes to Noteholders
will be validly given if given through Deutsche
Bank AG London Branch, acting through
Deutsche Bank AG Zurich Branch, by means of
electronic publication on the internet website of
the SIX Swiss Exchange (www.six-swiss-
exchange.com/news/official_notices/
search_en.html). Notices shall be deemed to be
validly given on the date of such publication."
DISTRIBUTION

35. (i)
If syndicated, names and
Deutsche Bank AG London Branch, acting
addresses of Managers and
through Deutsche Bank AG Zurich Branch
underwriting commitments:
Uraniastrasse 9
8001 Zurich
Switzerland
CHF 68,000,000

BNP Paribas (Suisse) SA
Place de Hol ande, 2
1204 Geneva
Switzerland
CHF 41,000,000

UBS AG
Bahnhofstrasse 45
8001 Zurich
Switzerland
CHF 66,000,000
(i ) Date of Subscription Agreement: 5 October 2012
(i i) Stabilising Manager(s) (if any):
Not Applicable
36. If non-syndicated, name and address
Not Applicable
of Dealer:
37. Total commission and concession:
1.00 per cent. of the Aggregate Nominal Amount
38. Additional sel ing restrictions:
The Notes shall not be offered to the public in the
territory of any Member State of the European
Economic Area which has implemented the
Directive 2003/71/EC (Prospectus Directive) of
the European Parliament and of the Council of 4
November 2003 as amended (by Directive
2010/73/EU.
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PART B OTHER INFORMATION
1.
LISTING AND ADMISSION TO TRADING
(i) Listing:
SIX Swiss Exchange
(i ) Admission to trading:
Application has been made for the Notes to be
admitted to trading on the Standard for Bonds of the
SIX
Swiss
Exchange
with
effect
from
8 October 2012.
(i i) Additional publication of Not Applicable
Base Prospectus and Final
Terms:
2.
RATINGS
Ratings:
The Notes to be issued are expected to be rated:
S & P: A stable
Moody's: A1 neg
(The above disclosure should reflect the rating
allocated to Notes of the type being issued under the
Programme generally or, where the issue has been
specifical y rated, that rating)
Moody's Investors Service ("Moody's") and
Standard & Poor's Credit Market Services Europe
Limited ("S&P") are established in the European
Union and have each applied for registration under
Regulation (EC) No 1060/2009 (as amended),
although
notification
of
the
corresponding
registration decision has not yet been provided by
the relevant competent authority.
3.
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the offer:
See "Use of Proceeds" wording in Base Prospectus
(i ) Estimated net proceeds:
CHF 174,047,000
(i i) Estimated total expenses:
CHF 50,000
4.
Fixed Rate Notes only YIELD
Indication of yield:
Not Applicable
5.
OPERATIONAL INFORMATION
ISIN Code:
CH0195288193
Common Code:
083172126

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Any clearing system(s) other than SIX SIS AG, Olten, Switzerland
Euroclear Bank S.A./N.V. and Swiss Security Number: 19.528.819
Clearstream Banking Société
Anonyme and National Bank of
Belgium SA/NV and the relevant
identification number(s):
Delivery:
Delivery against payment
Names
and
addresses
of Principal Swiss Paying Agent:
additional Paying Agent(s) (if Deutsche Bank AG Zurich Branch
any):
Uraniastrasse 9
P.O. Box 3604
8021 Zurich
Switzerland

Swiss Paying Agents:
BNP Paribas (Suisse) SA
Place de Hol ande, 2
1204 Geneva
Switzerland
UBS AG
Bahnhofstrasse 45
8001 Zurich
Switzerland

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