Obligation Caisse Nationale du Financement Local 0% ( FR0010068361 ) en EUR

Caisse Nationale du Financement Local

100 % ▲

France

FR0010068361 ( en EUR )

15/04/2019 - Obligation échue

Prospectus brochure de l'obligation Caisse Francaise de Financement Local FR0010068361 en EUR 0%, échue

100 000 EUR

100 000 000 EUR

La Caisse Française de Financement Local (CFFL) est un établissement public national français qui assure le financement des collectivités territoriales et de leurs groupements.

L'Obligation émise par Caisse Nationale du Financement Local ( France ) , en EUR, avec le code ISIN FR0010068361, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/04/2019

Base Prospectus dated 10 June 2022

CAISSE FRANÇAISE DE FINANCEMENT LOCAL
(société de crédit foncier duly licensed as a French specialised credit institution)
Euro 75,000,000,000 Euro Medium Term Note Programme
for the issue of Obligations Foncières
Due from one month from the date of original issue
Under the Euro Medium Term Note Programme (the "Programme") described in this Base Prospectus (as defined below), Caisse Française de Financement Local (the "Issuer",
"Caisse Française de Financement Local" or "CAFFIL"), subject to compliance by the Issuer with all relevant laws, regulations and directives applicable to the Issuer and the
Obligations Foncières, may from time to time issue obligations foncières (the "Obligations Foncières") benefiting from the statutory privilège created by Article L.513-11 of the
French Code monétaire et financier, as more fully described herein. The aggregate nominal amount of Obligations Foncières (issued under the Programme) outstanding will not at
any time exceed Euro 75,000,000,000 (or the equivalent in other currencies at the date of signing of the documentation relating to the issue of any Obligations Foncières).
This document constitutes a base prospectus (the "Base Prospectus") for the purpose of Article 8 of the Regulation (EU) 2017/1129 of the European Parliament and of the Council
dated 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, as amended (the "Prospectus Regulation").
This Base Prospectus has been approved by the Autorité des marchés financiers (the "AMF") in France in its capacity as competent authority under the Prospectus Regulation. The
AMF only approves this Base 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 either the Issuer or the quality of the Obligations Foncières that are the subject of this Base Prospectus and investors should make their own
assessment as to the suitability of investing in the Obligations Foncières.
Application may be made for Obligations Foncières issued under the Programme during a period of twelve (12) months after the date of the approval granted by the AMF on the
Base Prospectus to be admitted to trading on Euronext Paris and/or any other Regulated Market (as defined below) and/or to be offered to the public pursuant to a non-exempt offer
in accordance with the Prospectus Regulation in any member state (the "Member State(s)") of the European Economic Area (the "EEA"). Euronext Paris is a regulated market for
the purposes of Directive 2014/65/EU of the European Parliament and of the Council dated 15 May 2014 on markets in financial instruments, as amended ("MiFID II"), appearing
on the list of regulated markets issued by the European Securities and Markets Authority (each, a "Regulated Market"). The Obligations Foncières may also be admitted to trading
on any other stock exchange, or may not be admitted to trading on any market. The relevant final terms (the "Final Terms") (forms of which are contained herein) in respect of the
issue of any Obligations Foncières will specify whether or not such Obligations Foncières will be admitted to trading and/or offered to the public pursuant to a non-exempt offer in
a Member State of the EEA and, if so, the relevant market and/or jurisdiction.
This Base Prospectus shall be valid for the admission to trading of Obligations Foncières on a Regulated Market and/or the offering of Obligations Foncières to the public
pursuant to a non-exempt offer in accordance with the Prospectus Regulation until 9 June 2023, provided that it is completed by any supplement, pursuant to Article 23 of
the Prospectus Regulation, following the occurrence of a significant new factor, a material mistake or a material inaccuracy relating to the information included (or
incorporated by reference) in this Base Prospectus which may affect the assessment of an investment in the Obligations Foncières. The obligation to supplement this Base
Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid.
Obligations Foncières may be issued either in dematerialised form ("Dematerialised Obligations Foncières") or in materialised form ("Materialised Obligations Foncières") as
more fully described herein. Dematerialised Obligations Foncières will at all times be in book entry form in compliance with Articles L.211-3 et seq. and R.211-1 et seq. of the French
Code monétaire et financier. No physical documents of title will be issued in respect of the Dematerialised Obligations Foncières.
It is expected that the Obligations Foncières issued under the Programme will be rated AA+ by S&P Global Ratings Europe Limited ("S&P") and/or Aaa by Moody's France SAS
("Moody's") and/or AAA by DBRS Ratings GmbH or any entity that is part of DBRS and any successor to the relevant rating activity ("DBRS") and by their respective successors
and/or any other rating agency. The rating (if any) will be specified in the relevant Final Terms. As of the date of this Base Prospectus, the credit ratings included or referred to in this
Base Prospectus or in any Final Terms have been issued by S&P, Moody's and/or DBRS, which are established in the European Union and registered under Regulation (EC) No.
1060/2009 on credit ratings agencies, as amended (the "CRA Regulation"), and included in the list of credit rating agencies registered in accordance with the CRA Regulation
published on the European Securities and Markets Authority's website (https://www.esma.europa.eu/supervision/credit-rating-agencies/risk). 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.
The final terms of the Obligations Foncières will be determined at the time of the offering of each Tranche based on then prevailing market conditions and will be set out in the
relevant Final Terms.
As of the entry into force on 8 July 2022 of the relevant provisions of decree-law (ordonnance) No. 2021-858 dated 30 June 2021 transposing the Directive (EU) 2019/2162
of the European Parliament and of the Council of 27 November 2019 on the issue of covered bonds and covered bond public supervision and amending Directives 2009/65/EC
and 2014/59/EU (the "Covered Bond Directive"), the Obligations Foncières to be issued as from 8 July 2022 under the Programme are intended to benefit from the
"European Covered Bond (Premium)" label (only for Obligations Foncières which meet the requirements laid down in the provisions of French law transposing the Covered
Bond Directive plus the requirements of Article 129 of Regulation (EU) No 575/2013 (Capital Requirements Regulation), as amended, and excluding Obligations Foncières
issued as from 8 July 2022 which are assimilated to and under the same legal regime as Obligations Foncières issued before 8 July 2022), subject to verification by the
specific controller (contrôleur spécifique) that the conditions are satisfied and prior approval and supervision of the French Resolution and Prudential Control Authority
(Autorité de contrôle prudentiel et de résolution). However, no representation is made or assurance given that any Obligations Foncières to be issued under the Programme
will actually be and remain allowed to use the "European Covered Bond (Premium)" label until their maturity.
Since 1 January 2013, Caisse Française de Financement Local benefits for all its obligations foncières from the Covered Bond Label granted by the Covered Bond Label Foundation.
This Base Prospectus, any supplements thereto (if any) and the Final Terms related to the Obligations Foncières admitted to trading on any Regulated Market in the EEA and/or
offered to the public pursuant to a non-exempt offer in accordance with the Prospectus Regulation will be published on the websites of the Issuer (www.caffil.fr) and of the AMF
(www.amf-france.org).
Prospective investors should have regard to the factors described under the section headed "Risk factors" in this Base Prospectus before deciding to invest in the Obligations
Foncières issued under the Programme.

Arranger
Barclays

Dealers
Barclays
BNP PARIBAS
Citigroup
Commerzbank
Crédit Agricole CIB
Deutsche Bank
Goldman Sachs Bank Europe SE
HSBC
J.P. Morgan
Landesbank Baden-Württemberg
Morgan Stanley
NATIXIS
NatWest Markets
Nomura
Société Générale Corporate & Investment Banking
UniCredit

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This Base Prospectus (together with any supplements to this Base Prospectus published from time to time
(each a "Supplement" and together the "Supplements")) constitutes a base prospectus for the purposes of
Article 8 of the Prospectus Regulation in respect of, and for the purpose of giving information with regard to
the Issuer and the Obligations Foncières which contains the necessary information which is material to
investors for making an informed assessment of the assets and liabilities, profit and losses, financial position
and prospects of the Issuer, the rights attaching to the Obligations Foncières, the reasons for the issuance and
its impact on the Issuer and may only be used for the purposes for which it has been published.
This Base Prospectus should be read and construed in conjunction with any Supplement that may be
published from time to time and with all documents incorporated by reference (see section entitled
"Documents Incorporated by Reference" below) and in relation to any Series (as defined herein) of
Obligations Foncières, should be read and construed together with the relevant Final Terms.
No person has been authorised to give any information or to make any representation other than those
contained or incorporated by reference in this Base Prospectus in connection with the issue or sale of the
Obligations Foncières and, if given or made, such information or representation must not be relied upon as
having been authorised by the Issuer or the Arranger or any of the Dealers. Neither the delivery of this Base
Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication
that there has been no change in the affairs of the Issuer since the date hereof or the date upon which this
Base Prospectus has been most recently amended or supplemented or that there has been no adverse change
in the financial position of the Issuer since the date hereof or the date upon which this Base Prospectus has
been most recently amended or supplemented or that any other information supplied in connection with the
Programme 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.
The distribution of this Base Prospectus and the offering or sale of the Obligations Foncières in certain
jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus comes are required
by the Issuer, the Arranger and the Dealers to inform themselves about and to observe any such restriction.
For a description of certain restrictions on offers and sales of Obligations Foncières and on distribution of this
Base Prospectus, see section entitled "Subscription and Sale".
NOTICE
Each prospective investor of 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 condition, complies and is fully
consistent 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.
A prospective investor may not rely on the Issuer, the Arranger or the Dealers or any of their respective
affiliates in connection with its determination as to the legality of its acquisition of the Obligations Foncières
or as to the other matters referred to above.
Neither the Issuer, the Arranger or the Dealers nor any of their respective affiliates has or assumes
responsibility for the lawfulness of the subscription or acquisition of the Obligations Foncières by a
prospective investor of the Obligations Foncières, whether under the laws of the jurisdiction of its
incorporation or the jurisdiction in which it operates (if different), or for compliance by that prospective
investor with any law, regulation or regulatory policy applicable to it.
OBLIGATIONS FONCIÈRES ISSUED UNDER THE PROGRAMME MAY NOT BE A SUITABLE
INVESTMENT FOR ALL INVESTORS
Each potential investor in the Obligations Foncières must determine the suitability of that investment in light
of its own circumstances. In particular, each potential investor should:
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(i)
have sufficient knowledge and experience to make a meaningful evaluation of the relevant Obligations
Foncières, the merits and risks of investing in the relevant Obligations Foncières and the information
contained (or incorporated by reference) in this Base 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 relevant Obligations Foncières and the impact such
investment 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
Obligations Foncières, such as instances where Obligations Foncières have principal or interest payable
in one or more currencies, or where the currency for principal or interest payments is different from
the currency in which such potential investor's financial activities are principally denominated;
(iv)
understand thoroughly the terms of the relevant Obligations Foncières issued under the Programme
and be familiar with the behavior of any relevant indices and financial markets;
(v)
be able to evaluate (either alone or with the help of a financial advisor) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks;
and
(vi)
consult its own advisers as to legal, tax and related aspects of an investment in the Obligations Foncières
(in particular to determine whether and to what extent (i) Obligations Foncières are legal investments
for it, (ii) Obligations Foncières can be used as collateral for various types of borrowing and (iii) other
restrictions apply to its purchase of any Obligations Foncières).
Obligations Foncières are complex financial instruments and such instruments may be purchased as a way to
reduce risk or enhance yield with an understood, measured, and appropriate addition of risk to their overall
portfolios. A potential investor should not invest in Obligations Foncières which are complex financial
instruments unless it has the expertise (either alone or with the assistance of a financial advisor) to evaluate
how the Obligations Foncières will perform under changing conditions, the resulting effects on the value of
such Obligations Foncières, and the impact this investment will have on the overall investment portfolio of
the potential investor.
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 Obligations Foncières may fall. If the
proposed directive is adopted and implemented in local legislation, holders of Obligations Foncières may be
exposed to increased transaction costs with respect to financial transactions carried out with respect to the
Obligations Foncières and the liquidity of the market for the Obligations Foncières may be diminished.
Prospective investors should consult their own tax advisers in relation to the consequences of the FTT
associated with subscribing, purchasing, holding and disposing the Obligations Foncières.
The Materialised Obligations Foncières are subject to U.S. tax law requirements and may not be offered, sold
or delivered within the United States or its possessions or to a U.S. person, except in certain transactions
permitted by U.S. tax regulations.
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Arranger or the Dealers to subscribe for, or purchase, any Obligations Foncières.
The Arranger and the Dealers have not separately verified the information contained or incorporated by
reference in this Base Prospectus. None of the Arranger or the Dealers makes any representation, express or
implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the information
in this Base Prospectus. Neither this Base Prospectus nor any other financial statements nor any other
information incorporated by reference are intended to provide the basis of any credit or other evaluation and
should be considered as a recommendation by any of the Issuer, the Arranger or the Dealers that any recipient
of this Base Prospectus or any other financial statements or any other information incorporated by reference
should purchase the Obligations Foncières. Each potential purchaser of Obligations Foncières should
determine for itself the relevance of the information contained in this Base Prospectus and its purchase of
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Obligations Foncières should be based upon such investigation as it deems necessary. None of the Arranger
or the Dealers undertakes to review the financial condition or affairs of the Issuer during the life of the
arrangements contemplated by this Base Prospectus nor to advise any investor or potential investor in the
Obligations Foncières of any information coming to the attention of any of the Arranger or the Dealers.
One or more independent credit rating agencies may assign credit ratings to the Obligations Foncières. A
rating assigned to the Obligations Foncières 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 Obligations
Foncières, and reflects only the views of the rating agency. The ratings may not reflect the potential impact of
all risks related to structure, market and other factors that may affect the value of the Obligations Foncières.
A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by
the rating agency at any time.
IMPORTANT NOTICE RELATING TO INFLATION LINKED INTEREST OBLIGATIONS FONCIÈRES
Obligations Foncières linked to an inflation index, which will be one of (i) the consumer price index (excluding
tobacco) for all households in France or the relevant substitute index, as calculated and published monthly
by the Institut National de la Statistique et des Etudes Economiques ("INSEE"), or (ii) the harmonised index
of consumer prices (excluding tobacco), or the relevant substitute index, measuring the rate of inflation in the
European Monetary Union as calculated and published monthly by Eurostat (each an "Inflation Index" and
together, the "Inflation Indices") (the "Inflation Linked Obligations Foncières") are not in any way
sponsored, endorsed, sold or promoted by the INSEE or Eurostat, as the case may be, and the INSEE or
Eurostat makes no warranty or representation whatsoever, express or implied, either as to the results to be
obtained from the use of any of the Inflation Indices and/or the figure at which such indices stand at any
particular time. The Inflation Indices are determined, composed and calculated by the INSEE or Eurostat, as
the case may be, without regard to the Issuer or the Obligations Foncières. The INSEE or Eurostat, as the
case may be, is not responsible for or has not participated in the determination of the timing of, prices of, or
quantities of the Inflation Linked Obligations Foncières to be issued or in the determination or calculation of
the interest payable under such Obligations Foncières.
None of the Issuer, the Arranger, the Dealers or any of their respective affiliates makes any representation as
to the Inflation Indices. Any of such persons may have acquired, or during the term of the Obligations
Foncières may acquire, non-public information with respect to any of the Inflation Indices that is or may be
material in the context of Inflation Linked Obligations Foncières. The issue of Inflation Linked Obligations
Foncières will not create any obligation on the part of any such persons to disclose to the holders of Obligations
Foncières or any other party such information (whether or not confidential).
Neither the current nor the historical levels of any of the Inflation Indices should be taken as an indication of
future performance of such index during the term of any Inflation Linked Obligations Foncières.
IMPORTANT NOTICE RELATING TO GREEN OBLIGATIONS FONCIÈRES OR SOCIAL
OBLIGATIONS FONCIÈRES
Prospective investors should have regard to the information set out in the relevant Final Terms regarding use
of proceeds and must determine for themselves the relevance of such information for the purpose of any
investment in green Obligations Foncières (the "Green Obligations Foncières") or social Obligations Foncières
(the "Social Obligations Foncières"), as the case may be, together with any other investigation such investor
deems necessary. In particular, no assurance is given by the Issuer or the Dealers that the use of proceeds for
any loan will satisfy, whether in whole or in part, any present or future investor expectations or requirements
as regards any investment criteria or guidelines with which such investor or its investments are required to
comply, whether by any present or future applicable law or regulations or by the Issuer's own by-laws or
other governing rules or investment portfolio mandates, in particular with regard to any direct or indirect
environmental or social impact of any loan or uses related to any loan. Furthermore, it should be noted that
there is currently no clear definition (legal, regulatory or otherwise) of, nor market consensus as to what
constitutes a "green", a "social" or an equivalently-labelled asset. In addition, the requirements of any such
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label may evolve from time to time, accordingly, no assurance is or can be given to investors that any loan or
use(s) the subject of, or related to, any loan will meet any or all investor expectations regarding such "green",
"social" or other equivalently-labelled performance objectives.
No assurance or representation is given as to the content, suitability or reliability for any purpose whatsoever
of any opinion or certification of any third party (whether or not solicited by the Issuer) which may be made
available in connection with the issue of any Green Obligations Foncières or Social Obligations Foncières, as
the case may be, and in particular with any loan, to fulfil any environmental, social and/or other criteria.
Currently, the providers of such opinions and certifications are not subject to any specific regulatory or other
regime or oversight. Any such opinion or certification is not, nor should be deemed to be, a recommendation
by the Issuer or any other person to buy, sell or hold any such Green Obligations Foncières or such Social
Obligations Foncières, as the case may be. For the avoidance of doubt, neither the second party opinions, nor
any such other opinion or certification is, or shall be deemed to be, incorporated in and/or form part of this
Base Prospectus.
Neither the Arranger nor any Dealer makes any representation as to the suitability of the Green Obligations
Foncières or the Social Obligations Foncières to fulfil environmental or social criteria required by prospective
investors. The Arranger and the Dealers have not undertaken, nor are responsible for, any assessment of the
eligibility criteria, any verification of whether the Green Obligations Foncières or the Social Obligations
Foncières, as the case may be, meet the eligibility criteria, the monitoring of the use of proceeds or the
allocation by the Issuer of the proceeds (or amounts equal or equivalent thereto) of the Green Obligations
Foncières or the Social Obligations Foncières.
For the avoidance of doubt, it is however specified that payments of principal and interest (as the case may
be) on the Green Obligations Foncières or the Social Obligations Foncières, as the case may be, shall not
depend on the performance of the relevant loan.
PRIIPS REGULATION - PROHIBITION OF SALES TO EEA RETAIL INVESTORS In respect of (i) any
Obligations Foncières with a denomination of less than 100,000 for which the Final Terms specify the
"Prohibition of sales to EEA retail investors" as "Applicable" and (ii) any Obligations Foncières with a
denomination of at least 100,000, the Obligations Foncières 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
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; or (ii) a customer within the meaning of Directive 2016/97/EU of the
European Parliament and of the Council dated 20 January 2016 on insurance distribution, as amended (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 (EU) No 1286/2014 of the
European Parliament and of the Council dated 26 November 2014 on key information documents for
packaged retail and insurance-based investment products (as amended, the "PRIIPs Regulation") for
offering or selling the Obligations Foncières or otherwise making them available to retail investors in the EEA
has been prepared and therefore offering or selling the Obligations Foncières or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
UK PRIIPS REGULATION PROHIBITION OF SALES TO UK RETAIL INVESTORS In respect of (i)
any Obligations Foncières with a denomination of less than 100,000 for which the Final Terms specify the
"Prohibition of sales to UK retail investors" as "Applicable" and (ii) any Obligations Foncières with a
denomination of at least 100,000, the Obligations Foncières 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 (the "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 Commission Delegated Regulation (EU) No 2017/565 as it
forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); or
(ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as
amended (the "FSMA") and any rules or regulations made under the FSMA to implement the Insurance
6

Distribution Directive, 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 of the European Parliament and of the Council of 15 May 2014
on markets in financial instruments as it forms part of UK domestic law by virtue of the EUWA; or (iii) not
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 the PRIIPs Regulation as it
forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling
the Obligations Foncières or otherwise making them available to retail investors in the UK has been prepared
and therefore offering or selling the Obligations Foncières or otherwise making them available to any retail
investor in the UK may be unlawful under the UK PRIIPs Regulation.
MiFID II product governance / target market The Final Terms in respect of any Obligations Foncières may
include a legend entitled "MiFID II product governance" which will outline the target market assessment in
respect of the Obligations Foncières, taking into account the five (5) categories referred to in item 18 of the
Guidelines published by the European Securities and Markets Authority (ESMA) on 5 February 2018 and
which channels for distribution of the Obligations Foncières are appropriate. Any person subsequently
offering, selling or recommending the Obligations Foncières (a "distributor" as defined in MiFID II) should
take into consideration the target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Obligations Foncières (by either
adopting or refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID II Product Governance Rules"), any
Dealer subscribing for any Obligations Foncières is a manufacturer as defined in MiFID II in respect of such
Obligations Foncières, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates
will be a manufacturer for the purpose of the MiFID II Product Governance Rules. For the avoidance of
doubt, the Issuer is not a MiFID II regulated entity and does not qualify as a distributor or a manufacturer
under MiFID II Product Governance Rules.
UK MiFIR product governance / target market The Final Terms in respect of any Obligations Foncières
may include a legend entitled "UK MiFIR product governance" which will outline the target market
assessment in respect of the Obligations Foncières, taking into account the five (5) categories referred to in
item 18 of the Guidelines published by ESMA on 5 February 2018 (in accordance with the FCA's policy
statement entitled "Brexit our approach to EU non-legislative materials") and which channels for distribution
of the Obligations Foncières are appropriate. Any person subsequently offering, selling or recommending the
Obligations Foncières (a "distributor") should take into consideration the target market assessment; however,
a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in
respect of the Obligations Foncières (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
Product Governance Rules, any Dealer subscribing for any Obligations Foncières is a manufacturer in respect
of such Obligations Foncières, but otherwise neither the Arranger nor the Dealers nor any of their respective
affiliates will be a manufacturer for the purpose of the UK MiFIR Product Governance Rules.
SINGAPORE SFA PRODUCT CLASSIFICATION In connection with Section 309B of the Securities and
Futures Act 2001 of Singapore (the "SFA") and the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore (the "CMP Regulations 2018"), unless otherwise specified before an offer of
Obligations Foncières, the Issuer has determined, and hereby notifies all relevant persons (as defined in
Section 309A(1) of the SFA), that the Obligations Foncières are "capital markets products other than
prescribed capital markets products" (as defined in the CMP Regulations 2018) and Specified Investment
Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice
FAA-N16: Notice on Recommendations on Investment Products).
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TABLE OF CONTENTS
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................................. 9
RISK FACTORS ...................................................................................................................................................... 19
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................ 50
CONDITIONS ATTACHED TO THE CONSENT OF THE ISSUER TO USE THE PROSPECTUS .................... 55
SUPPLEMENT TO THE BASE PROSPECTUS..................................................................................................... 57
TERMS AND CONDITIONS OF THE OBLIGATIONS FONCIÈRES ................................................................... 58
TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED OBLIGATIONS
FONCIÈRES .................................................................................................................................................. 116
USE OF PROCEEDS ............................................................................................................................................. 118
DESCRIPTION OF CAISSE FRANÇAISE DE FINANCEMENT LOCAL ........................................................ 119
THE LEGAL REGIME APPLICABLE TO CAFFIL ............................................................................................ 123
BUSINESS OVERVIEW ....................................................................................................................................... 130
ORGANISATIONAL STRUCTURE ..................................................................................................................... 137
ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES ........................................................... 141
MAJOR SHAREHOLDERS .................................................................................................................................. 143
MATERIAL CONTRACTS ................................................................................................................................... 144
RECENT DEVELOPMENTS ................................................................................................................................ 147
SUBSCRIPTION AND SALE ............................................................................................................................... 148
FORM OF FINAL TERMS 1 ................................................................................................................................. 155
FORM OF FINAL TERMS 2 ................................................................................................................................. 180
GENERAL INFORMATION ................................................................................................................................. 206
PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS........................ 211

8

GENERAL DESCRIPTION OF THE PROGRAMME
The following general description of the Programme does not purport to be complete and is taken from, and is qualified
in its entirety by the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular
Tranche of Obligations Foncières, the relevant Final Terms. The Obligations Foncières will be issued on such terms as
shall be agreed between the Issuer and the relevant Dealer(s) and will be subject to the Conditions set out in this Base
Prospectus as completed by the relevant Final Terms.
This general description constitutes a general description of the Programme for the purposes of Article 25.1(b) of
Commission Delegated Regulation (EU) 2019/980 of 14 March 2019, as amended. It does not, and is not intended to,
constitute a summary of this Base Prospectus within the meaning of Article 7 of the Regulation (EU) 2017/1129 of the
European Parliament and of the Council dated 14 June 2017 on the prospectus to be published when securities are offered
to the public or admitted to trading on a regulated market, as amended, or any implementing regulation thereof.
Words and expressions defined in the section entitled "Terms and Conditions of the Obligations Foncières" below shall
have the same meanings in this general description.
Issuer:
Caisse Française de Financement Local, a limited liability company (société
anonyme) incorporated under French law and a société de crédit foncier duly
licensed as a French specialised credit institution (établissement de crédit
spécialisé) by the French Resolution and Prudential Control Authority
(Autorité de contrôle prudentiel et de résolution) on 1 October 1999.
Legal
Entity
Identifier 549300E6W08778I4OW85
("LEI"):
Website
https://caissefrancaisedefinancementlocal.fr
Arranger:
Barclays Bank Ireland PLC
Permanent Dealers:
Barclays Bank Ireland PLC
BNP Paribas
Citigroup Global Markets Europe AG
Commerzbank Aktiengesellschaft
Crédit Agricole Corporate and Investment Bank
Deutsche Bank Aktiengesellschaft
Goldman Sachs Bank Europe SE
HSBC Continental Europe
J.P. Morgan SE
Landesbank Baden-Württemberg
Morgan Stanley Europe SE
Natixis
NatWest Markets N.V.
Nomura Financial Products Europe GmbH
Société Générale
UniCredit Bank AG
The Issuer may from time to time terminate the appointment of any Dealer
under the Programme or appoint additional dealers either in respect of one
or more Tranches or as Permanent Dealers under the Programme. References
in this Base Prospectus to "Permanent Dealers" are to the persons referred
to above as Dealers and to such additional persons that are appointed as
dealers in respect of the whole Programme (and whose appointment has not
been terminated) and references to "Dealers" are to the Permanent Dealers
and all persons appointed as a dealer in respect of one or more Tranches.
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Description:
Under the Euro Medium Term Note Programme (the "Programme"), the
Issuer, subject to compliance by the Issuer with all relevant laws, regulations
and directives applicable to the Issuer and the Obligations Foncières, may
from time to time issue obligations foncières (the "Obligations Foncières")
the principal and interest of which benefit from the statutory priority right of
payment (privilège) created by Article L.513-11 of the French Code
monétaire et financier (the "Privilège") (for further description, see section
entitled "The Legal Regime Applicable to CAFFIL").
Programme Limit:
Up to 75,000,000,000 (or the equivalent in other currencies at the date of
signing of the the documentation relating to the issue of any Obligations
Foncières) aggregate nominal amount of Obligations Foncières issued under
the Programme outstanding at any time.
The Programme Limit may be increased from time to time, subject to
compliance with the relevant provisions of the amended and restated dealer
agreement entered into between the Issuer, the Arranger and the Permanent
Dealers.
Fiscal Agent, Paying Agent,
Redenomination
Agent,
Consolidation Agent and
Calculation Agent in respect of
the Obligations Foncières:
Banque Internationale à Luxembourg, société anonyme.
Risk Factors:
There are certain factors which the Issuer believes are specific to the Issuer
and/or the Obligations Foncières and material for the purpose of assessing
the market risk associated with the Obligations Foncières and of which
prospective investors should be aware. Such risks may alter its ability to
fulfil its obligations under the Obligations Foncières towards investors.
These are set out under the section entitled "Risk Factors" of this Base
Prospectus.
Method of Issue:
The Obligations Foncières may be issued on a syndicated or non-syndicated
basis.
Series and Tranches:
The Obligations Foncières will be issued in series (each a "Series") having
one or more issue date(s). The Obligations Foncières of each Series will be
fungible with all other Obligations Foncières of that Series.
Each Series of Obligations Foncières may be issued in tranches (each a
"Tranche") on the same or different issue date(s) and on terms identical to
the terms of other Tranches of the same Series, save in respect of the issue
date, issue price, first payment of interest and aggregate nominal amount of
the Tranche. The specific terms of each Tranche of Obligations Foncières
will be determined by the Issuer and the relevant Dealer(s) at the time of the
issue and will be set out in the final terms of such Tranche (the "Final
Terms").
Maturities:
Subject to compliance with all relevant laws, regulations and directives, the
Obligations Foncières may have any maturity as specified in the relevant
Final Terms.
Currencies:
Obligations Foncières may be denominated and/or payable in any currency
agreed between the Issuer and the relevant Dealer(s) in the relevant Final
Terms.
10