Obligation Air Liquides 3.95% ( HK0000088853 ) en CNY

Société émettrice Air Liquides
Prix sur le marché 100 %  ▼ 
Pays  France
Code ISIN  HK0000088853 ( en CNY )
Coupon 3.95% par an ( paiement annuel )
Echéance 19/09/2018 - Obligation échue



Prospectus brochure de l'obligation Air Liquide HK0000088853 en CNY 3.95%, échue


Montant Minimal 1 000 000 CNY
Montant de l'émission 850 000 000 CNY
Description détaillée Air Liquide est un leader mondial des gaz, technologies et services pour l'industrie et la santé.

L'Obligation émise par Air Liquides ( France ) , en CNY, avec le code ISIN HK0000088853, paye un coupon de 3.95% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 19/09/2018







NOT FOR GENERAL CIRCULATION IN THE UNITED STATES
AIR LIQUIDE FINANCE
CNY850,000,000
3.95 per cent. Guaranteed Notes due
2018
irrevocably and unconditionally guaranteed by
L'Air Liquide S.A.
Issue Price 100 per cent.
The CNY850,000,000 3.95 per cent. Notes due 2018 (the "Notes") will be issued by Air Liquide Finance (the "Issuer" or "Air Liquide Finance") and will be irrevocably and unconditionally guaranteed on an unsecured and
unsubordinated basis (the "Guarantee") by L'Air Liquide S.A. (the "Guarantor" or "L'Air Liquide").
Interest on the Notes is payable semi-annually in arrear on 19 March and 19 September of each year, commencing on 19 March 2012, each such date being subject to adjustment in accordance with the modified following
business day convention as more fully disclosed under "Terms and Conditions of the Notes ­ Interest".
Payments on the Notes will be made without deduction for or on account of taxes of France to the extent described under "Terms and Conditions of the Notes -- Taxation".
Unless previously redeemed, or purchased and cancelled, the Notes will be redeemed at their principal amount on the Interest Payment Date (as defined herein) falling on or nearest to 19 September 2018 (the "Maturity Date").
If, by reason of any change in French law becoming effective after the issue date of the Notes, the Issuer or, as the case may be, the Guarantor (in respect of the Guarantee), would not be able to make such payment without
having to pay additional amounts as specified under Condition 8 of the Terms and Conditions of the Notes, the Issuer may, at its option, redeem all, but not some only, of the Notes at their principal amount together with any
interest accrued to the date set for redemption. In addition, if the Issuer or, as the case may be, the Guarantor (in respect of the Guarantee), would, on the next payment of principal or interest in respect of the Notes, be prevented
by French law from making payment to the Noteholders of the full amounts then due and payable, then the Issuer, shall upon giving not less than seven days' prior notice to the Noteholders, redeem all, but not some only, of the
Notes then outstanding at their principal amount together with any interest accrued to the date set for redemption (including, where applicable, any arrears of interest).
The Noteholders also have the right to require the Issuer to redeem, or at the option of the Issuer, to procure the purchase of, the Notes held by that Noteholder, at their principal amount, together with interest accrued to, but
excluding, the date fixed for redemption, if a Change of Control occurs accompanied by a Rating Downgrade (as each such term is defined in this Prospectus). See "Terms and Conditions of the Notes ­ Redemption and
Purchase".
If, by reason of any change in French or English law or any change in the official application of such law, becoming effective after 19 September 2011, it becomes unlawful (i) for the Issuer to perform or comply with one or
more of its obligations under the Notes, or (ii) for the Guarantor to perform or comply with one or more of its obligations under the Guarantee, the Issuer will redeem all, but not some only, of the Notes at their principal amount
together with any interest accrued to the date set for redemption.
If by reason of Inconvertibility, Non-transferability or Illiquidity (each as defined in Condition 7(g) of the Terms and Conditions of the Notes), neither the Issuer nor the Guarantor is able to satisfy payments of principal or
interest (in whole or in part) in respect of Notes when due in Renminbi in Hong Kong, the Issuer or the Guarantor, as the case may be, may settle any such payment (in whole or in part) in US dollars on the due date at the US
Dollar Equivalent of any such Renminbi denominated amount.
Application has been made to the Commission de surveillance du secteur financier (the "CSSF") in Luxembourg for approval of this Prospectus being made in its capacity as competent authority under the loi relative aux
prospectus pour valeurs mobilières dated 10 July 2005 (the "Luxembourg Prospectus Act") which implements the Directive 2003/71/EC of 4 November 2003 on the prospectus to be published when securities are offered to
the public or admitted to trading (the "Prospectus Directive").
Application has been made to the Luxembourg Stock Exchange for the Notes to be listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the Regulated Market of the Luxembourg Stock
Exchange. The Regulated Market of the Luxembourg Stock Exchange is governed by the Directive 2004/39/EC on markets in financial instruments (referred to in this Prospectus as a "Regulated Market" under the definition of
the Directive 2004/39/EC on markets in financial instruments).
Pursuant to Article 7(7) of the Luxembourg Prospectus Act, by approving this Prospectus, the CSSF gives no undertakings as to the economic and financial characteristics of the Notes to be issued hereunder or the quality or
solvency of the Issuer.
The Notes and the Guarantee have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any State or other
jurisdictions of the United States. The Notes may not be offered or sold within the United States ("U.S.") or to, or for the account or benefit of any U.S. person (under the meaning of Regulation S within the Securities Act
("Regulation S")) unless pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. The Notes are being offered and sold outside the U.S. in reliance on Regulation S. For
a description of these and certain further restrictions on offers and sales of the Notes and the distribution of this Prospectus, see "Subscription and Sale".
The denominations of the Notes shall be CNY1,000,000 and integral multiples of CNY10,000 in excess thereof.
The Notes will be issued in registered form and represented by a global certificate registered in the name of the nominee of, and shall be deposited with, a sub-custodian for the Central Money markets Unit Service ("CMU"), the
book-entry clearing system operated by the Hong Kong Monetary Authority ("HKMA"). Neither the Issuer nor the Guarantor is regulated by HKMA or the Securities and Futures Commission of Hong Kong.
Investing in the Notes involves certain risks. See "Risk Factors" beginning on page 10.
Joint Lead Managers
Bank of China (Hong Kong)
HSBC
ICBC International
Standard Chartered Bank
Limited
Securities Limited
(Hong Kong) Limited
Prospectus dated 13 September 2011
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This Prospectus comprises a prospectus for the purposes of Article 5.3 of the Prospectus Directive and for the
purpose of giving information with regard to the Issuer, the Guarantor, the Notes and the Guarantee which
according to the particular nature of the Issuer, the Guarantor, the Notes and the Guarantee, is necessary to
enable investors to make an informed assessment of the assets and liabilities, financial position, profit and
losses and prospects of the Issuer and the Guarantor.
Each of the Issuer and the Guarantor accepts responsibility for the information contained in this Prospectus.
To the best of the knowledge and belief of each of the Issuer and the Guarantor (each of whom has taken all
reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance
with the facts and does not omit anything likely to affect its import.
This Prospectus is to be read in conjunction with all documents which are incorporated herein by reference
(see "Documents Incorporated by Reference" below).
No person has been authorised to give any information or to make any representation other than those
contained in this Prospectus in connection with the issue or sale of the Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by or on behalf of the Issuer
or the Guarantor, or any of 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 or the Guarantor, as the case may be, or those of the Air Liquide Group since the date
hereof or that there has been no adverse change in the financial position of either of the Issuer or the
Guarantor, as the case may be, or that of the Air Liquide Group since the date hereof or that the information
contained in it or any other information supplied in connection with the Notes 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 Prospectus, including the information incorporated by reference, and the offering or
sale of the Notes in certain jurisdictions may be restricted by law. No action has been taken by or on behalf of
the Issuer, the Guarantor or the Joint Lead Managers which would permit a public offering of any Notes or
distribution of this Prospectus, including the information incorporated by reference, in any jurisdiction where
action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and
neither this Prospectus, including the information incorporated by reference, nor other offering material may
be distributed or published in any jurisdiction, except under circumstances that will result in compliance with
any applicable laws and regulations and the Joint Lead Managers have represented that all offers and sales by
them will be made on the same terms. Persons into whose possession this Prospectus comes are required by
the Issuer, the Guarantor and the Joint Lead Managers to inform themselves about and to observe any such
restriction. In particular, there are restrictions on the distribution of this Prospectus and the offer or sale of
Notes in the United States, the United Kingdom, Hong Kong, China, France, Japan and Singapore.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act"). Subject to certain exceptions, Notes may not be offered, sold or delivered
within the United States or to 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 Notes and on
distribution of this Prospectus, see "Subscription and Sale".
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the Guarantor or
the Joint Lead Managers to subscribe for, or purchase, any Notes.
The Joint Lead Managers have not separately verified the information contained in this Prospectus. None of
the Joint Lead Managers makes any representation, express or implied, or accepts any responsibility, with
ii


respect to the accuracy or completeness of any of the information in this Prospectus. Neither this Prospectus
nor any other information incorporated by reference in this Prospectus is intended to provide the basis of any
credit or other evaluation and should not be considered as a recommendation by any of the Issuer, the
Guarantor or the Joint Lead Managers that any recipient of this Prospectus or any other information
incorporated by reference should purchase the Notes. Each potential purchaser of Notes should determine for
itself the relevance of the information contained in this Prospectus and its purchase of Notes should be based
upon such investigation as it deems necessary. None of the Joint Lead Managers undertakes to review the
financial condition or affairs of the Issuer, the Guarantor or the Air Liquide Group nor to advise any investor
or potential investor in the Notes of any information coming to the attention of any of the Joint Lead
Managers.
Each person receiving this Prospectus acknowledges that such person has not relied on the Joint Lead
Managers or any person affiliated with the Joint Lead Managers in connection with its investigation of the
accuracy of such information or its investment decision.
The Notes have not been approved or recommended by any United States federal or state securities
commission or any other United States, Hong Kong or other regulatory authority. Furthermore, the
foregoing authorities have not passed upon or endorsed the merits of the offering or confirmed the
accuracy or determined the adequacy of this Prospectus. Any representation to the contrary is a
criminal offence in the United States.
IN CONNECTION WITH THE ISSUE OF THE NOTES, THE HONGKONG AND SHANGHAI
BANKING CORPORATION LIMITED AS STABILISING MANAGER (THE "STABILISING
MANAGER") (OR ANY PERSON ACTING ON BEHALF OF ANY STABILISING MANAGER) MAY
OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE
MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT
OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING
MANAGER (OR ANY PERSON ACTING ON BEHALF OF ANY STABILISING MANAGER) WILL
UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR
AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE
OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT
MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE
NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY
STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE
STABILISING MANAGER (OR ANY PERSON ACTING ON BEHALF OF ANY STABILISING
MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
In this Prospectus, unless otherwise specified or the context otherwise requires, references to "", "Euro",
"EUR" or "euro" are to the single currency of the participating member states of the European Union,
references to "$", "USD" and "US Dollars" are to the lawful currency of the United States of America and
references to "CNY" and "Renminbi" are to the lawful currency of the People's Republic of China.
iii


FORWARD-LOOKING STATEMENTS
This Prospectus (including the documents incorporated by reference) contains forward looking statements. All
statements other than statements of historical facts included in this Prospectus (including documents
incorporated by reference) may constitute forward-looking statements. In addition, forward-looking
statements generally can be identified by the use of forward-looking terminology such as "may", "will",
"expect", "project", "plan", "schedule", "intend", "estimate", "anticipate", "believe", "continue", "could",
"should", "would" or similar words or expressions. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual results or performance or
achievements of the Issuer, the Guarantor and the Air Liquide Group to differ materially from those expressed
or implied by such forward-looking statements. These factors include those set forth in the section of this
Prospectus entitled "Risk Factors" beginning on page 10. Such forward-looking statements are based on
numerous assumptions regarding the Air Liquide Group's present and future business strategies and the
environment in which the Air Liquide Group will operate in the future. The risks described in this Prospectus
are not the only risks investors should consider. New risk factors emerge from time to time and it is not
possible for the Issuer or the Guarantor to predict all such risk factors on their business and that of Air Liquide
Group or the extent to which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward looking statements. Given these risks and uncertainties,
investors should not place any undue reliance on forward looking statements as a prediction of actual results,
performance or achievements. Neither the Issuer nor the Guarantor undertakes any obligation to update the
forward looking statements contained in this Prospectus or any other forward looking statements it may make.
All subsequent written and forward-looking statements attributable to the Issuer or the Guarantor or persons
acting on behalf of the Issuer or the Guarantor are expressly qualified in their entirety by such cautionary
statements.
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Table of Contents
Page
Overview of the Issuer and the Guarantor.......................................................................................................... 1
Overview of the Offering ................................................................................................................................... 3
Overview of Consolidated Financial and Other Information ............................................................................. 8
Risk Factors...................................................................................................................................................... 10
Documents Incorporated by Reference ............................................................................................................ 16
Terms and Conditions of the Notes .................................................................................................................. 19
Summary of Provisions relating to the Notes while in Global Form................................................................ 32
The Guarantee .................................................................................................................................................. 34
Description of Issuer ........................................................................................................................................ 35
Description of Guarantor.................................................................................................................................. 38
Use of Proceeds................................................................................................................................................ 56
Taxation............................................................................................................................................................ 57
Subscription and Sale....................................................................................................................................... 59
General Information ......................................................................................................................................... 62
Auditor's Report and Financial Statements of the Issuer for the Year Ended 31 December 2010 ..................F-1
v


Overview of the Issuer and the Guarantor
This overview highlights certain information contained in this Prospectus, and, together with the "Overview
of the Offering", should be read as an introduction to this Prospectus. This overview does not contain all the
information that investors should consider before investing in the Notes and any decision to invest in the
Notes should be based on a careful consideration of this Prospectus in its entirety (including the documents
incorporated by reference), including without limitation the sections entitled "Risk Factors", "Description of
the Guarantor" and "Description of the Issuer", as well as the financial statements and notes thereto
included elsewhere in this Prospectus or incorporated by reference herein. Capitalised terms used and not
otherwise defined below have the meanings given to those terms elsewhere in this Prospectus. This overview
is a brief summary only and is qualified in its entirety by the more detailed information appearing elsewhere
in the Prospectus (including the documents incorporated by reference).
Key information about the Issuer
Air Liquide Finance was incorporated on 23 December 1999, under the laws of France as a société anonyme
for a term of 99 years. It is a wholly-owned subsidiary of the Guarantor.
The registered office of the Issuer is located at 6, rue Cognacq-Jay, 75007 Paris, France. It is registered with
the Registre du commerce et des sociétés of Paris under number 428 711 949.
The Issuer was created to carry out certain financial activities in connection with the funding of the group
constituted by the Issuer, the Guarantor and Guarantor's subsidiaries (the "Air Liquide Group" or the
"Group"). The Issuer's role is to raise funds in the capital markets or in the bank market, and to lend the
proceeds to Group companies. The Issuer can issue commercial paper, inter alia, under a French Commercial
Paper Programme of 3 billion euros guaranteed by the Guarantor and notes, inter alia, under a European
Medium Term Note Programme of 6 billion euros guaranteed by the Guarantor. In addition, its wholly-owned
subsidiary, Delaware limited company Air Liquide US LLC, is the issuer under a US Commercial Paper
Programme of USD 1.5 billion guaranteed by the Guarantor.
Since 2001, the Issuer has taken on the financing, treasury management and management of interest rate and
foreign exchange risks activities for the Group.
Key information about the Guarantor and the Group
Founded in 1902, L'Air Liquide is the parent company of the Air Liquide Group, the world leader in gases for
industry, health and the environment. From its first presence abroad in 1906, the Group now operates in over
80 countries and employs about 43,600 people. The Guarantor is listed on the Paris Euronext stock exchange
(compartment A) and is a member of the CAC 40 and Dow Jones Euro Stoxx 50 indexes.
The Air Liquide Group supplies oxygen, nitrogen, hydrogen and many other gases to most industries (steel,
oil refining, chemicals, glass, electronics, healthcare, food processing, metallurgy, paper and aerospace). Gas
and Services activities are organized around four business lines:

Industrial Merchant (40% of Gas and Services sales in 2010)

Large Industries (34% of Gas and Services sales in 2010)

Healthcare (16% of Gas and Services sales in 2010)

Electronics (10% of Gas and Services sales in 2010)
The Air Liquide Group develops a wide variety of services that range from managing all gas-related
operations at customer sites and finding new energy solutions for manufacturers, to providing healthcare
1


services for treating patients at home. By combining new technologies and services, the Group develops
solutions that increase the industrial performance of its customers, improve healthcare and help protect the
environment.
The Air Liquide Group has developed complementary expertise in Engineering and Construction, Welding
and Cutting, Space and Aeronautics, Specialty Chemicals and Diving.
Air Liquide Group revenue reached a record 13.5 billion euros in 2010, 11.9 billion euros of which was for
Gas and Services. Excluding exchange rate impacts and rising natural gas prices, Gas and Services sales were
up +10.3% compared to 2009 and exceeded the 2008 pre-crisis level by almost +5%. Europe contributed 52%
of 2010 Gas & Services sales, Americas 23%, Asia Pacific 22% and Africa and Middle East 3%. Group
operating income before non-recurring items increased by +15.6% between 2009 and 2010 to 2,252 million
euros, as a result of further improvement in the operating margin (operating income before non recurring
items divided by the revenue) which reached 16.7% in 2010, up +50 basis points from 2009 excluding natural
gas impact.
Net profit (Group share) for 2010 totalled 1,404 million euros, up +14.1% compared to 2009 and +10.5%
excluding exchange rate impact. Net profit per share amounted to 4.99 euros, up +13.4% from 2009.
Cash flow from operating activities (before changes in working capital) amounted to 2,661 million euros in
2010, up +17.0%. Net capital expenditure rose by +20.7% to 1,738 million euros, back to almost pre-crisis
levels. Net debt, which was impacted by the appreciation of the Japanese yen and US dollar, increased by
+3.0%. Excluding exchange rate impact, net debt declined by -3.7%. Thus the debt to equity ratio fell
significantly to 55% in 2010 from 63% in 2009. Due to the improved operating performance and the
contribution of several different asset optimization projects, return on capital employed (ROCE) was 12.1%,
in 2010 exceeding the original objective of between 11% and 12%.
The first half of the year 2011 was characterised by sustained growth in both sales and net profit, further
investments in all businesses, and the entry into new countries with high growth potential. Group revenue
reached 7,115 million as in H1 2011, representing an increase of +9.2% versus H1 2010 reported sales. Net
profit (Group share) was 750 million, up +11.1% versus H1 2010.
2


Overview of the Offering
The following overview contains some basic information about the Notes and the Guarantee and, together
with the "Overview of the Issuer and the Guarantor", should be read as an introduction to this Prospectus.
This overview does not contain all the information that you should consider before investing in the Notes and
any decision to invest in the Notes should be based on a careful consideration of the Prospectus in its entirety
(including the documents incorporated by reference). For a more complete description of the terms of the
Notes, see "Terms and Conditions of the Notes", "The Guarantee" and "Summary of Provisions Relating to
the Notes in Global Form" in this Prospectus. Words and expressions defined in "Terms and Conditions of the
Notes" and "Summary of Provisions Relating to the Notes in Global Form" shall have the same meanings in
this overview. This overview is a brief summary only and is qualified in its entirety by the more detailed
information appearing elsewhere in the Prospectus (including the documents incorporated by reference).
Issuer
Air Liquide Finance
Guarantor
L'Air Liquide
Notes
CNY850,000,000 3.95 per cent. Guaranteed Notes due 2018
Guarantee
The Guarantor has unconditionally and irrevocably guaranteed
the due payment of all sums expressed to be payable by the
Issuer under the Notes in accordance with their Terms and
Conditions. The obligations of the Guarantor in that respect are
set out in a French law Guarantee to be dated 19 September
2011.
Issue Price
100 per cent.
Form and Denomination
The Notes will be issued in registered form in the
denominations of CNY1,000,000 and integral multiples of
CNY10,000 in excess thereof.
Interest
The Notes will bear interest from and including 19 September
2011 at the rate of 3.95 per cent. per annum, payable semi-
annually in arrear on 19 March and 19 September in each year
beginning 19 March 2012, each such date being subject to
modification in accordance with the Terms and Conditions of
the Notes.
Issue Date
19 September 2011
Maturity Date
The Interest Payment Date falling on or nearest to 19
September 2018
Status of the Notes
The payment of principal and interest on the Notes constitute
direct, unconditional, unsubordinated and (subject to the
provisions of Condition 4 of the Terms and Conditions of the
Notes) unsecured obligations of the Issuer and rank and will at
all times rank pari passu and without any preference among
themselves and (subject to such exceptions as are from time to
time mandatory under French law) at least equally and rateably
with all other present and future unsecured and unsubordinated
indebtedness and monetary obligations of the Issuer, from time
to time outstanding.
3


Status of the Guarantee
The obligations of the Guarantor under the Guarantee, if any,
constitute direct, unconditional and unsubordinated and
(subject to the provisions of Condition 4 of the Terms and
Conditions of the Notes) unsecured obligations of the
Guarantor and shall at all times rank (save for certain
obligations required to be preferred by law) equally and
rateably with all other present or future unsecured and
unsubordinated indebtedness and monetary obligations of the
Guarantor.
Negative Pledge
The Notes will contain a negative pledge provision in respect of
the Issuer and the Guarantor subject to certain permitted liens
and as further described in Condition 4 of the Terms and
Conditions of the Notes.
Events of Default
Upon the occurrence and continuance of certain events
(including a cross-default) as described in Condition 9 of the
Terms and Conditions of the Notes, any Noteholder may, by
notice given to the Issuer and the Fiscal and Paying Agent
given before all defaults shall have been cured, cause the
principal amount of all the Notes held by such Noteholder to
become due and payable together with any accrued interest
thereon, as of the date on which such notice for payment is
received by the Fiscal and Paying Agent.
Final Redemption
Unless previously redeemed, or purchased and cancelled, the
Issuer will redeem the Notes on the Maturity Date, at their
principal amount, together with interest accrued to the date
fixed for redemption.
Redemption at the Option of
Upon the occurrence of a Change of Control accompanied by a
Noteholders upon a Change of Control
Rating Downgrade (each as defined in Condition 6(c) of the
accompanied by a Rating Downgrade
Terms and Conditions of the Notes), Noteholders will have the
option to require the Issuer to redeem, or at the Issuer's option,
to procure the purchase of, their Notes at their principal amount
plus accrued interest to but excluding the Optional Redemption
Date (as defined in Condition 6(c) of the Terms and Conditions
of the Notes).
Redemption for Illegality
If, by reason of any change in French or English law or any
change in the official application of such law, becoming
effective after 19 September 2011, it becomes unlawful (i) for
the Issuer to perform or comply with one or more of its
obligations under the Notes, or (ii) for the Guarantor to perform
or comply with one or more of its obligations under the
Guarantee, the Issuer will redeem all, but not some only, of the
Notes at their principal amount together with any interest
accrued to the date set for redemption.
Redemption for tax reasons
If, by reason of any change in, or any change in the official
application or interpretation of, French law, becoming effective
after the issue date of the Notes, the Issuer or, as the case may
4


be, the Guarantor (in respect of the Guarantee), would on the
occasion of the next payment of principal or interest due in
respect of the Notes, not be able to make such payment without
having to pay additional amounts as specified under Condition
8 of the Terms and Conditions of the Notes, the Issuer may, at
its option, redeem all, but not some only, of the Notes at their
principal amount together with any interest accrued to the date
set for redemption. If the Issuer or, as the case may be, the
Guarantor (in respect of the Guarantee), would, on the next
payment of principal or interest in respect of the Notes, be
prevented by French law from making payment to the
Noteholders of the full amounts then due and payable, then the
Issuer, shall redeem all, but not some only, of the Notes then
outstanding at their principal amount together with any interest
accrued to the date set for redemption.
Withholding taxes
All payments of principal and interest by or on behalf of the
Issuer in respect of the Notes shall be made free and clear of,
and without withholding or deduction for, any taxes, duties,
assessments or governmental charges of whatever nature
imposed, levied, collected, withheld or assessed by or within
France or any authority therein or thereof having power to tax,
unless such withholding or deduction is required by law. If
French law should require that payments of principal or interest
in respect of the Notes or payments under the Guarantee be
subject to deduction or withholding in respect of any taxes or
duties whatsoever, the Issuer or, as the case may be, the
Guarantor in the case of payments under the Guarantee, will to
the fullest extent then permitted by law and subject to limited
exceptions as set out in Condition 8 of the Terms and
Conditions of the Notes, pay such additional amounts as shall
result in receipt by the Noteholders of such amounts as would
have been received by them had no such withholding or
deduction been required.
Payment of US Dollar Equivalent
If by reason of, inter alia, Inconvertibility, Non-transferability
or Illiquidity (each as defined in Condition 7(g) of the Terms
and Conditions of the Notes), neither the Issuer nor the
Guarantor is able to satisfy payments of principal or interest (in
whole or in part) in respect of Notes when due in Renminbi in
Hong Kong, the Issuer or the Guarantor, as the case may be,
may settle any such payment (in whole or in part) in US dollars
on the due date at the US Dollar Equivalent of any such
Renminbi denominated amount.
Further Issues
The Issuer may from time to time, without the consent of the
Noteholders, create and issue further securities either having
the same terms and conditions as the Notes in all respects (or in
all respects except for the first payment of interest on them) and
5


Document Outline