Obligation Engie 1.375% ( FR0013344686 ) en EUR

Engie

93.02 % ▼

France

FR0013344686 ( en EUR )

1.375% par an ( paiement annuel )

22/06/2028

Prospectus brochure de l'obligation Engie FR0013344686 en EUR 1.375%, échéance 22/06/2028

100 000 EUR

750 000 000 EUR

22/06/2024 ( Dans 35 jours )

L'Obligation émise par Engie ( France ) , en EUR, avec le code ISIN FR0013344686, paye un coupon de 1.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 22/06/2028

Final Terms dated 20 June 2018

ENGIE
Issue of 750,000,000 1.375 per cent. Notes due 22 June 2028
under the Euro 25,000,000,000
Euro Medium Term Note Programme

MIFID II product governance / Professional investors and eligible counterparties only target market Solely
for the purposes of each manufacturer's product approval process, the target market assessment in respect of the
Notes, taking into account the five categories referred to in item 18 of the Guidelines published by ESMA on 5
February 2018, as determined by the manufacturer(s), has led to the conclusion that: (i) the target market for the
Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended,
"MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take
into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining
the manufacturers' target market assessment) and determining appropriate distribution channels.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or
otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made available
to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person
who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as
amended, "MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance
Mediation 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 Directive 2003/71/EC, as amended (the
"Prospectus Directive"). Consequently, no key information document required by Regulation (EU) No 1286/2014
(as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to
retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
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 16 October 2017 which has received visa no. 17-552 from the Autorité des marchés financiers (the
"AMF") on 16 October 2017, the first supplement to it dated 15 June 2018 which has received visa no. 18-247 from
the AMF on 15 June 2018 and the second supplement to it dated 20 June 2018 which has received visa no. 18-252
from the AMF on 20 June 2018, which together constitute a base prospectus for the purposes of the Directive
2003/71/EC as amended (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 the Base Prospectus as supplemented. 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 Base Prospectus as
supplemented by the supplements. The Base Prospectus and the supplements to the Base Prospectus are available

1

for viewing on the website of the AMF (www.amf-france.org) and of ENGIE (www.engie.com) and printed copies
may be obtained from ENGIE at 1, place Samuel de Champlain, 92400 Courbevoie, France.

1.
Issuer:
ENGIE

2.
(i) Series Number:
82

(ii) Tranche Number:
1

3.
Specified Currency or
Euro ("")

Currencies:
4.
Aggregate Nominal

Amount:

(i)
Series:
750,000,000

(ii) Tranche:
750,000,000

5.
Issue Price:
99.574 per cent. of the Aggregate Nominal Amount

6.
Specified Denominations:
100,000

7.
(i)
Issue Date:
22 June 2018

(ii) Interest
Issue Date

Commencement Date:
8.

Maturity Date:
22 June 2028

9.
Interest Basis:
1.375 per cent. Fixed Rate

(further particulars specified below)
10.
Redemption Basis:
Subject to any purchase and cancellation or early redemption,
the Notes will be redeemed on the Maturity Date at 100 per
cent. of their nominal amount.
11.
Change of Interest Basis:
Not Applicable

12.
Put/Call Options:

Make-Whole Redemption by the Issuer
Issuer Residual Maturity Call Option
Clean-Up Call Option
Put Option in case of Change of Control
(further particulars specified below)

13.
(i)
Status of the Notes:
Unsubordinated

(ii) Date of Board

Resolution
of
the
Board
of
Directors
(Conseil
approval for issuance of
d'Administration) of the Issuer dated 13 December 2017 and
Notes obtained:
decision of Mrs. Isabelle Kocher in her capacity as Directeur
Général of the Issuer dated 15 June 2018.

2

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14.
Fixed Rate Note
Applicable

Provisions

(i)
Rate of Interest:
1.375 per cent. per annum payable in arrear on each Interest

Payment Date

(ii) Interest Payment
22 June in each year from and including 22 June 2019 to and

Date(s):
including the Maturity Date.

(iii) Fixed Coupon
1,375 per 100,000 in nominal amount

Amount:

(iv) Broken Amount(s):
Not Applicable

(v) Day Count Fraction:
Actual/Actual (ICMA)

(vi) Determination Dates:
22 June in each year

15.
Floating Rate Note
Not Applicable

Provisions

16.
Zero Coupon Note
Not Applicable

Provisions

17.
Inflation Linked Interest
Not Applicable

Note Provisions

PROVISIONS RELATING TO REDEMPTION

18.
Call Option
Not Applicable

19.
Make-Whole Redemption
Applicable

by the Issuer

(i)
Notice period:
As per Conditions

(ii) Reference Rate:
German Government Bund DBR 0.50 per cent. due
February 2028 (ISIN Code: DE0001102440)

(iii) Redemption Margin:
0.15 per cent

(iv) Party, if any,
Not Applicable

responsible for calculating
the principal and/or interest
due (if not the Calculation
Agent):
20.
Residual Maturity Call
Applicable

Option

(i)
Call Option Date:
22 March 2028

(ii) Notice period:
As per Conditions

3

21.
Put Option
Not Applicable

22.
Change of Control Put
Applicable

Option
23.
Clean-Up Call Option
Applicable

(i)
Clean-Up Call
80 per cent.

Percentage:

(ii) Early Redemption
100,000 per Note

Amount:
24.
Final Redemption
100,000 per Note

Amount of each Note

25.
Early Redemption

Amount

(i)
Early
Redemption As per Conditions

Amount(s) of each Note
payable on redemption for
taxation
reasons
(Condition
6(h)),
for
illegality (Condition 6(l))
or on event of default
(Condition 9):

(ii) Redemption
for Yes

taxation reasons permitted
on
days
others
than
Interest Payment Dates
(Condition 6(h)):

(iii) Unmatured Coupons Not Applicable

to become void upon
early
redemption
(Materialised
Bearer
Notes only) (Condition
7(f)):
GENERAL PROVISIONS APPLICABLE TO THE NOTES

26.
Form of Notes:
Dematerialised Notes

(i)
Form of
Bearer dematerialised form (au porteur)
Dematerialised Notes:

(ii) Registration Agent
Not Applicable

4

PART B OTHER INFORMATION

1.
(i) Listing and admission
Application has been made by the Issuer (or on its behalf) for the
to trading
Notes to be admitted to trading on Euronext Paris with effect from
the Issue Date.

(ii) Estimate of total
12,575 (including Euronext listing fees and AMF expenses)
expenses related to
admission to trading:
2.
RATINGS

Ratings:
The Notes to be issued are expected to be rated:

S&P: A-

Moody's: A2
Fitch: A

Each of S&P, Moody's and Fitch is established in the European

Union and registered under Regulation (EC) No 1060/2009 (as
amended)
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in
the offer of the Notes has an interest material to the offer. 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 other services for, the Issuer and its affiliates in the ordinary
course of business.
4.
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i)
Reasons for the offer:
See "Use of Proceeds" wording in Base Prospectus.

(ii) Estimated net proceeds:
Not Applicable

(iii) Estimated total
12,575 (estimated Euronext listing fees and AMF fees)

expenses:
5.
YIELD

Indication of yield:
1.421 per cent. per annum

The yield is calculated at the Issue Date on the basis of the Issue
Price. It is not an indication of future yield
6.
OPERATIONAL INFORMATION

ISIN:
FR0013344686

Common Code:
184340933

6

CFI:
Not Applicable

FISN:
Not Applicable

Any clearing system(s)
Not Applicable

other than Euroclear Bank
SA/NV and Clearstream
Banking S.A. and the
relevant identification
number(s):

Delivery:
Delivery against payment

Names and addresses of
Not Applicable

additional Paying Agent(s)
(if any):

7.
DISTRIBUTION

(i)
Method of
Syndicated

distribution:

(ii) If syndicated:

(A) Names of Managers:
Banco Bilbao Vizcaya Argentaria, S.A.

Banco Santander, S.A.
Crédit Agricole Corporate and Investment Bank
ING Bank N.V., Belgian Branch
Mizuho International plc
MUFG Securities EMEA plc
Natixis
Société Générale
UniCredit Bank AG

(B) Stabilising Manager if
Société Générale

any:

(iii) If non-syndicated,
Not Applicable

name and address of
Dealer:

(iv) US Selling
Reg. S Compliance Category 2 applies to the Notes;

Restrictions(Categories of
TEFRA not applicable
potential investors to which
the Notes are offered):

(vii) Prohibition of Sales
Applicable

to EEA Retail Investors:

7