Obligation Accor SA 1.75% ( FR0013399029 ) en EUR

Société émettrice Accor SA
Prix sur le marché refresh price now   94.518 %  ▼ 
Pays  France
Code ISIN  FR0013399029 ( en EUR )
Coupon 1.75% par an ( paiement annuel )
Echéance 03/02/2026



Prospectus brochure de l'obligation Accor SA FR0013399029 en EUR 1.75%, échéance 03/02/2026


Montant Minimal 100 000 EUR
Montant de l'émission 600 000 000 EUR
Prochain Coupon 04/02/2025 ( Dans 293 jours )
Description détaillée L'Obligation émise par Accor SA ( France ) , en EUR, avec le code ISIN FR0013399029, paye un coupon de 1.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 03/02/2026







Prospectus dated 30 January 2019

Accor
(a société anonyme incorporated in France)
600,000,000 1.750 per cent. Bonds due 4 February 2026
Issue Price: 99.661 per cent.
The 600,000,000 1.750 per cent. Bonds due 4 February 2026 (the "Bonds") of Accor (the "Issuer") will mature on 4 February 2026.
Interest on the Bonds will accrue at the rate of 1.750 per cent. per annum from 4 February 2019 (the "Issue Date") and will be payable
in Euro annually in arrear on 4 February in each year, commencing on 4 February 2020. Payments of principal and interest on the Bonds
will be made without withholding or deduction for or on account of taxes of the Republic of France (See "Terms and Conditions of the
Bonds-- Taxation").
Unless previously redeemed or purchased and cancelled, the Bonds may not be redeemed prior to 4 February 2026 (the "Maturity
Date"). The Issuer may, and in certain circumstances shall, redeem the Bonds, in whole but not in part, at their principal amount together
with accrued interest to the date set for redemption in the event of certain tax changes in accordance with Condition 4(b) (Redemption
for Taxation Reasons). The Issuer may, at its option, (i) redeem all (but not some only) of the Bonds on the Make-whole Redemption
Date (as defined in "Terms and Conditions of the Bonds--Redemption and Purchase--Redemption at the option of the Issuer") at the
amount calculated as described under Condition 4(c)(i) (Redemption at the option of the Issuer), (ii) redeem all (but not some only) of
the Bonds, in the event that 20 per cent. or less of the initial aggregate principal amount of the Bonds remain outstanding, at their
principal amount together with any interest accrued to, but excluding, the date set for redemption, in accordance with Condition 4(c)(ii)
(Redemption at the option of the Issuer), (iii) on any date from and including 3 months prior to the Maturity Date, but excluding the
Maturity Date, redeem all (but not some only) of the outstanding Bonds, at their principal amount plus accrued interest up to but
excluding the date set for redemption, in accordance with Condition 4(c)(iii) (Redemption at the option of the Issuer). In addition, the
holder of a Bond will have the option, following a Change of Control (as defined in "Terms and Conditions of the Bonds--Redemption
and Purchase--Redemption at the option of Bondholders following a Change of Control"), to require the Issuer to redeem or, at the
Issuer's option, to procure the purchase of that Bond, at its principal amount outstanding of such Bonds together with (or where
purchased, together with an amount equal to) interest accrued to, but excluding, the Optional Redemption Date (as defined in "Terms
and Conditions of the Bonds--Redemption and Purchase--Redemption at the option of Bondholders following a Change of Control"),
in accordance with Condition 4(d) (Redemption at the option of Bondholders following a Change of Control).
The Bonds will, upon issue on 4 February 2019, be inscribed (inscription en compte) in the books of Euroclear France which shall credit
the accounts of the Account Holders (as defined in "Terms and Conditions of the Bonds--Form, Denomination and Title") including
Euroclear Bank S.A./N.V. ("Euroclear") and the depositary bank for Clearstream Banking, S.A. ("Clearstream").
The Bonds will be in dematerialised bearer form (au porteur) in the denomination of 100,000. The Bonds will at all times be represented
in book entry form (inscription en compte) in the books of the Account Holders in compliance with Article L.211-3 of the French Code
monétaire et financier. No physical document 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.
Application has been made to the Autorité des marchés financiers (the "AMF"), in its capacity as competent authority pursuant to
Article 212-2 of its Règlement général, implementing Article 13 of Directive 2003/71/EC (as amended) (the "Prospectus Directive"),
for the approval of this Prospectus as a prospectus for the purposes of Article 5.3 of the Prospectus Directive. Application has also been
made to Euronext Paris for the Bonds to be admitted to trading. Euronext Paris is a regulated market for the purposes of the Markets in
Financial Instruments Directive, Directive 2014/65/EU as amended (a "Regulated Market").
The Bonds are expected to be rated BBB- by S&P Global Ratings Europe Limited ("S&P") and BBB- by Fitch Ratings Limited
("Fitch"). The Issuer's long-term senior unsecured debt is rated BBB- (stable outlook) by S&P and BBB- (positive outlook) by Fitch.
A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any
time by the assigning rating agency. Each of S&P and Fitch is established in the European Union and is registered under Regulation
(EC) No 1060/2009 as amended (the "CRA Regulation") and is included in the list of registered credit rating agencies published on the
website of the European Securities and Markets Authority (the "ESMA") (www.esma.europa.eu/page/List-registered-and-certified-
CRAs).
Prospective investors should have regard to the factors described in the section headed "Risk Factors" in this Prospectus. This
Prospectus does not describe all of the risks of an investment in the Bonds.








Global Coordinators

CREDIT AGRICOLE CIB
BNP PARIBAS

Joint Lead Managers
BofA MERRILL LYNCH
ING
SOCIETE GENERALE CORPORATE &
NATIXIS
INVESTMENT BANKING
UNICREDIT BANK







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This Prospectus constitutes a prospectus for the purposes of Article 5.3 of the Prospectus Directive, and has
been prepared for the purpose of giving information with regard to Accor (the "Issuer"), the Issuer and its
subsidiaries and affiliates taken as a whole (the "Group") and the Bonds which is necessary to enable
investors to make an informed assessment of the assets and liabilities, financial position and profit and losses
of the Issuer.
This Prospectus is to be read in conjunction with all the documents which are incorporated herein by
reference.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Joint Lead
Managers (as defined in "Subscription and Sale" below) to subscribe or purchase, any of the Bonds. The
distribution of this Prospectus and the offering of the Bonds may be restricted by law in certain jurisdictions.
Persons into whose possession this Prospectus comes are required by the Issuer and the Joint Lead Managers
to inform themselves about and to observe any such restrictions. The Bonds have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Subject to certain
exceptions, the Bonds may not be offered, sold or delivered within the United States or to, or for the account
or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")). For a
description of certain restrictions on offers and sales of Bonds and on distribution of this Prospectus, see
"Subscription and Sale".
No person is authorised to give any information or to make any representation not contained in this Prospectus
and any information or representation not so contained must not be relied upon as having been authorised by
or on behalf of the Issuer or the Joint Lead Managers. Neither the delivery of this 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 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 Prospectus has been most recently amended or
supplemented or that the information contained in it or any other information supplied in connection with the
Bonds 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.
To the extent permitted by law, each of the Joint Lead Managers accepts no responsibility whatsoever for the
content of this Prospectus (including the documents which are incorporated herein by reference) or for any
other statement in connection with the Issuer.
The Joint Lead Managers have not separately verified the information or representations contained or
incorporated by reference in this Prospectus in connection with the Issuer. None of the Joint Lead Managers
makes any representation, express or implied, or accepts any responsibility, with respect to the sincerity,
accuracy or completeness of any of the information in this Prospectus in connection with the Issuer. Neither
this Prospectus nor any other financial statements are intended to provide the basis of any credit or other
evaluation and should not be considered as a recommendation by any of the Issuer and the Joint Lead
Managers that any recipient of this Prospectus or any other financial statements should purchase the Bonds.
Each potential purchaser of Bonds should determine for itself the relevance of the information contained in
this Prospectus and its purchase of Bonds should be based upon such investigation as it deems necessary.
None of the Joint Lead Managers has reviewed or undertakes to review the financial condition or affairs of
the Issuer prior or 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 Joint Lead
Managers.
PRIIPS REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS ­ The Bonds
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 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

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Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive
2016/97/EU (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. Consequently no key information
document required by Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation") for offering
or selling the Bonds or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY
TARGET MARKET ­ Solely for the purposes of each manufacturer's product approval process, the target
market assessment in respect of the Bonds, taking into account the five categories referred to in item 18 of
the Guidelines on MiFID II product governance requirements published by ESMA dated 5 February 2018,
has led to the conclusion that: (i) the target market for the Bonds is eligible counterparties and professional
clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Bonds to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Bonds (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 Bonds (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.

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.

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TABLE OF CONTENTS
Page
RISK FACTORS .................................................................................................................................... 6
DOCUMENTS INCORPORATED BY REFERENCE ........................................................................ 11
TERMS AND CONDITIONS OF THE BONDS ................................................................................. 14
USE OF PROCEEDS ........................................................................................................................... 27
RECENT DEVELOPMENTS .............................................................................................................. 28
TAXATION .......................................................................................................................................... 40
SUBSCRIPTION AND SALE ............................................................................................................. 42
GENERAL INFORMATION ............................................................................................................... 44
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS ............... 47


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RISK FACTORS
The following are certain risk factors of the offering of the Bonds of which prospective investors should be
aware. Prior to making an investment decision, prospective investors should consider carefully all of the
information set out in this Prospectus, including in particular the risk factors detailed below. This description
is not intended to be exhaustive and prospective investors should make their own independent evaluations of
all risk factors and should also read the detailed information set out elsewhere in this Prospectus.
The terms defined in "Terms and Conditions of the Bonds" shall have the same meaning where used below.
Risks related to the Issuer
The risk factors relating to the Issuer and its activity are set out in particular in pages 54 to 67 and pages 321
and 322 of the reference document (document de référence) of the Issuer for the year ended 31 December
2017 incorporated by reference into this Prospectus, as set out in the section "Documents Incorporated by
Reference" of this Prospectus and include the following:

- risks related to the business environment, including (i) risks related to the legislative and regulatory
environment, (ii) risks related to the geopolitical, health and social environment, (iii) risks related to
the competitive environment, (iv) risks related to the economic environment, (v) risks related to the
natural environment, (vi) risks related to the social environment;
- operational risks specific to the Group's business and organization, including (i) legal and regulatory
risks, (ii) industrial and environmental risks, (iii) data risks, (iv) talent risks (v) risks concerning
relations with business partners, (vi) ethics and corporate social responsibility risk;
- financial risks, including (i) liquidity risk, (ii) counterparty and country risk (iii) currency and interest
rate risk.
Risks related to the Bonds
The Bonds may not be a suitable investment for all investors
Each potential investor in the Bonds must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits
and risks of investing in the Bonds and the information contained or incorporated by reference in this
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 Bonds 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 Bonds,
including where the currency for principal or interest payments is different from the potential
investor's currency;
(iv)
understand thoroughly the terms of the Bonds and be familiar with the behaviour of any relevant
indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, monetary, interest rate and other factors that may affect its investment and its ability to bear
the applicable risks.

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Risks related to the market generally
Set out below is a brief description of the principal market risks, including liquidity risk, exchange rate risk,
interest rate risk and credit risk:
The secondary market generally
The Bonds may have no established trading market when issued, and one may never develop. If a market
does develop, it may not be very liquid. Therefore, investors may not be able to sell their Bonds in the
secondary market in which case the market or trading price and liquidity may be adversely affected or at
prices that will provide them with a yield comparable to similar investments that have a developed secondary
market.
Exchange rate risks and exchange controls
The Issuer will pay principal and interest on the Bonds in Euro. This presents certain risks relating to currency
conversions if an investor's financial activities are denominated principally in a currency or currency unit
(the "Investor's Currency") other than Euro. These include the risk that exchange rates may change
significantly (including changes due to devaluation of Euro or revaluation of the Investor's Currency) and
the risk that authorities with jurisdiction over the Investor's Currency may impose or modify exchange
controls. An appreciation in the value of the Investor's Currency relative to the Euro would decrease (i) the
Investor's Currency-equivalent yield on the Bonds, (ii) the Investor's Currency-equivalent value of the
principal payable on the Bonds and (iii) the Investor's Currency-equivalent market value of the Bonds.
Government and monetary authorities may impose (as some have done in the past) exchange controls that
could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal
than expected, or no interest or principal.
Interest rate risks
The Bonds bearing interest at a fixed rate, investment in the Bonds involves the risk that subsequent changes
in market interest rates may adversely affect the value of the Bonds. In addition, the interest rate for an interest
period may vary depending on the credit rating of the Issuer.
Credit risk
An investment in the Bonds involves taking credit risk on the Issuer. If the credit worthiness of the Issuer
deteriorates, it may not be able to fulfil all or part of its payment obligations under the Bonds, and investors
may lose all or part of their investment.
The Bonds may be redeemed prior to maturity
In the event that the Issuer would be obliged to pay additional amounts payable in respect of any Bonds due
to any withholding as provided in Condition 4(b), the Issuer may redeem all outstanding Bonds in accordance
with such Terms and Conditions of the Bonds.
In addition, the Issuer has the option to redeem all (but not some only) of the Bonds at any time prior to the
Maturity Date, at the relevant make-whole redemption amount, as provided in Condition 4(c)(i), all (but not
some only) remaining Bonds, as provided in Condition 4(c)(ii) and all (but not some only) of the Bonds
outstanding from and including 3 months prior to the Maturity Date to but excluding the Maturity Date, as
provided in Condition 4(c)(iii).
During a period when the Issuer may elect to redeem Bonds, such Bonds may feature a market value not
above the price at which they can be redeemed. If the market interest rates decrease, the risk to Bondholders
that the Issuer will exercise its right of early redemption increases. As a consequence, the yields received
upon such early redemption may be lower than expected, and the redeemed face amount of the Bonds may
be lower than the purchase price paid for such Bonds by the Bondholder where the purchase price was above

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par. As a consequence, part of the capital invested by the Bondholder may be lost, so that the Bondholder in
such case would not receive the total amount of the capital invested. However, the redeemed face amount of
the Bonds may not be below par. In addition, investors who choose to reinvest monies they receive through
an early redemption may be able to do so only in securities with a lower yield than such redeemed Bonds.
In particular, with respect to the redemption at the option of the Issuer when only 20 per cent. or less of the
principal amount of the Bonds remains outstanding (Condition 4(c)(ii)), there is no obligation on the Issuer
to inform investors if and when the 20 per cent. threshold referred to therein has been reached or is about to
be reached. The Issuer's right to redeem will exist notwithstanding that immediately prior to the publication
of a notice in respect of the redemption at the option of the Issuer the Bonds under Condition 4(c)(ii), the
Bonds may have been trading significantly above par, thus potentially resulting in a loss of capital invested.
Exercise of put option in respect of certain Bonds may affect the liquidity of the Bonds in respect of which
such put option is not exercised
Depending on the number of Bonds in respect of which the put option provided in Condition 4(d) is exercised,
any trading market in respect of those Bonds in respect of which such put option is not exercised may become
illiquid.
Market value of the Bonds
The value of the Bonds depends on a number of interrelated factors, including the creditworthiness of the
Issuer, economic, financial and political events in France or elsewhere, including factors affecting capital
markets generally and the stock exchanges on which the Bonds are traded. The price at which a Bondholder
will be able to sell the Bonds prior to maturity may be at a discount, which could be substantial, from the
issue price or the purchase price paid by such purchaser.
Credit Rating may not reflect all risks

The Bonds are expected to be rated BBB- by S&P and BBB- by Fitch. The Issuer's long-term senior unsecured
debt is rated BBB- (stable outlook) by S&P and BBB- (positive outlook) by Fitch. The ratings assigned by
S&P and/or Fitch to the Bonds and/or to the Issuer may not reflect the potential impact of all risks related to
structure, market, additional factors discussed above, and other factors that may affect the value of the Bonds.
A rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by S&P
and/or Fitch at any time.
Change of law
The Terms and Conditions of the Bonds are based on the laws of France in effect as at the date of this
Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to the
laws of France or administrative practice after the date of this Prospectus. Furthermore, the Issuer operates
in a heavily regulated environment and has to comply with extensive regulations in France and elsewhere.
No assurance can be given as to the impact of any possible judicial decision or change to laws or
administrative practices after the date of this Prospectus.
French insolvency law
Under French insolvency law, in the case of the opening in France of a safeguard procedure (procédure de
sauvegarde, procédure de sauvegarde accélérée or procédure de sauvegarde financière accélérée), a judicial
reorganisation procedure (procédure de redressement judidicaire) or a judicial liquidation (liquidation
judiciaire) of the Issuer, all creditors of the Issuer (including Bondholders through the Representative of the
Masse) must file their proof of claims1 with the creditors' representative or liquidator, as the case may be,
within two months (or within four months in the case of creditors domiciled outside metropolitan France) of

1 Subject to specific rules applying in case of procédure de sauvegarde accélérée or procédure de sauvegarde financière accélérée.

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the publication of the opening of the procedure against the Issuer in the BODACC (Bulletin officiel des
annonces civiles et commerciales).
Under French insolvency law, holders of debt securities are automatically grouped into a single assembly of
holders (the "Assembly") in order to defend their common interests if a safeguard procedure (procédure de
sauvegarde, procédure de sauvegarde accélérée or procédure de sauvegarde financière accélérée) or a
judicial reorganisation procedure (procédure de redressement judiciaire) is opened in France with respect to
the Issuer.
The Assembly comprises holders of all debt securities issued by the Issuer (including the Bonds), regardless
of their governing law.
The Assembly deliberates on the proposed safeguard plan (projet de plan de sauvegarde, projet de plan de
sauvegarde accélérée or projet de plan de sauvegarde financière accélérée) or judicial reorganisation plan
(projet de plan de redressement) applicable to the Issuer and may further agree to:
· increase the liabilities (charges) of holders of debt securities (including the Bondholders) by
rescheduling and/or writing-off debts;
· establish an unequal treatment between holders of debt securities (including the Bondholders) as
appropriate under the circumstances; and/or
· decide to convert debt securities (including the Bonds) into shares.
Decisions of the Assembly will be taken by a two-third majority (calculated as a proportion of the debt
securities cast by the holders attending such Assembly or represented thereat). No quorum is required to
convoke the Assembly.
For the avoidance of doubt, the provisions relating to the Representation of the Bondholders described in the
Terms and Conditions of the Bonds set out in this Prospectus will not be applicable with respect to the
Assembly to the extent they conflict with compulsory insolvency law provisions that apply in these
circumstances.
Modification
The Terms and Conditions of the Bonds contain provisions for collective decisions of Bondholders to
consider matters affecting their interests generally to be adopted either through a general meeting or by
consent following a written consultation. These provisions permit defined majorities to bind all Bondholders
including Bondholders who did not attend and vote or were not represented at the relevant meeting or did not
consent to the written decision and Bondholders who voted in a manner contrary to the majority.
It should be noted that Condition 9(e) allows the Issuer to change its corporate form or proceed with a merger
or demerger within the current group perimeter without being required to seek the approval of the
Bondholders.
Potential Conflicts of Interest
Certain of the Joint Lead Managers (as defined under "Subscription and Sale" below) 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 its affiliates in the ordinary course of business. In addition, in
the ordinary course of their business activities, the Joint Lead 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 Joint Lead 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

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management policies. Typically, such Joint Lead 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 the Bonds. The Joint Lead 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.
Taxation
Potential purchasers and sellers of the Bonds should be aware that they may be required to pay taxes or
documentary charges or duties in accordance with the laws and practices of the jurisdiction where the Bonds
are transferred or other jurisdictions. In some jurisdictions, no official statements of the tax authorities or
court decisions may be available for innovative financial instruments such as the Bonds. Potential investors
are advised not to rely upon the tax overview contained in this Prospectus but to ask for their own tax adviser's
advice on their individual taxation with respect to the acquisition, holding, disposal and redemption of the
Bonds. Only these advisors are in a position to duly consider the specific situation of the potential investor.
This investment consideration has to be read in connection with the taxation sections of this Prospectus.
Financial Transaction Tax ("FTT")
On 14 February 2013, the European Commission published a proposal (the "Commission's proposal") for a
Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal,
Slovenia and Slovakia (the "participating Member States"). However, Estonia has since stated that it will
not participate.
The Commission's proposal has very broad scope and could, if introduced, apply to certain dealings in the
Bonds (including secondary' market transactions) in certain circumstances.
Under the Commission's proposal, FTT could apply in certain circumstances to persons both within and
outside of the participating Member States. Generally, it would apply to certain dealings in the Bonds where
at least one party is a financial institution, and at least one party is established in a participating Member
State. A financial institution may be, or be deemed to be, "established" in a participating Member State in a
broad range of circumstances, including (a) by transacting with a person established in a participating
Member State or (b) where the financial instrument which is subject to the dealings is issued in a participating
Member State.
However, the FTT proposal remains subject to negotiation between the participating Member States and its
scope is uncertain. It may therefore be altered prior to any implementation, the timing of which remains
unclear. Additional EU Member States may decide to participate and/or participating Member States may
decide to withdraw.
Prospective holders of the Bonds are advised to seek their own professional advice in relation to the FTT.




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Document Outline