Obligation Altice Telecom 8.125% ( USF0266LAA47 ) en USD

Altice Telecom

81.63 % ▲

France

USF0266LAA47 ( en USD )

8.125% par an ( paiement semestriel )

01/02/2027

Prospectus brochure de l'obligation Altice France (SFR Group) USF0266LAA47 en USD 8.125%, échéance 01/02/2027

200 000 USD

1 750 000 000 USD

F0266LAA4

CCC+ ( Risque élevé )

01/08/2025 ( Dans 31 jours )

Altice France, anciennement SFR Group, est une société de télécommunications française proposant des services de téléphonie mobile, fixe, internet haut débit et télévision par câble et satellite à des clients particuliers et professionnels.

L'Obligation émise par Altice Telecom ( France ) , en USD, avec le code ISIN USF0266LAA47, paye un coupon de 8.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/02/2027
L'Obligation émise par Altice Telecom ( France ) , en USD, avec le code ISIN USF0266LAA47, a été notée CCC+ ( Risque élevé ) par l'agence de notation Standard & Poor's ( S&P ).

LISTING PARTICULARS
DATED AS OF AUGUST 20, 2018

$1,750,000,000 8.125% Senior Secured Notes due 2027
1,000,000,000 5.875% Senior Secured Notes due 2027
issued by
ALTICE FRANCE S.A.
Altice France S.A., a public limited liability company (société anonyme) organized and established under the laws of France (the
"Issuer"), offered $1,750 million aggregate principal amount of its 8.125% senior secured notes due 2027 (the "Dollar Notes") and
1,000 million aggregate principal amount of its 5.875% senior secured notes due 2027 (the "Euro Notes", together with the Dollar
Notes, the "Notes"). Interest on the Notes is payable, as applicable, semi-annually in cash in arrears on August 1 and February 1 of
each year, commencing February 1, 2019. The Notes mature on February 1, 2027.
At any time prior to February 1, 2022, the Issuer may redeem some or all of the Notes at a price equal to 100% of the principal
amount plus a "make whole" premium plus accrued and unpaid interest and additional amounts, if any, to (but excluding) the
redemption date. At any time prior to February 1, 2022, the Issuer may redeem up to 40% of the Dollar Notes and/or up to 40% of
the Euro Notes at a redemption price set forth herein with the net proceeds from one or more specified equity offerings plus accrued
and unpaid interest and additional amounts, if any, to (but excluding) the redemption date. At any time on or after February 1, 2022,
the Issuer may redeem some or all of the Notes at the redemption prices set forth herein plus accrued and unpaid interest and
additional amounts, if any, to (but excluding) the redemption date.
Further, the Issuer may redeem all but not less than all of the Notes at a price equal to their principal amount plus accrued and
unpaid interest and additional amounts, if any, to (but excluding) the redemption date upon the occurrence of certain changes in tax
law. Upon the occurrence of certain events constituting a change of control triggering event, as defined in the Indenture (as defined
herein), the Issuer is required to make an offer to repurchase all of the Notes at a price equal to 101% of the principal amount
thereof, plus accrued and unpaid interest and additional amounts, if any, to (but excluding) the date of purchase. The Issuer may be
required to make an offer to purchase the Notes upon the sale of certain of its assets.
The Notes are senior secured obligations of the Issuer. The Notes are guaranteed on a senior secured basis (the "Guarantees") by
the Guarantors (as defined herein) and the Notes benefit from the Notes Collateral (as defined under "Description of Notes--Notes
Security").
The Notes Collateral also secures (either directly or indirectly by virtue of the Intercreditor Agreement (as defined herein)), the
obligations of the Issuer and the Guarantors under the Existing Term Loans, the Existing Revolving Credit Facilities, the Existing
Notes and certain hedging agreements. Under the terms of the Intercreditor Agreement, in the event of an enforcement of the Notes
Collateral, the holders of the Notes will receive proceeds from the Notes Collateral pari passu with the lenders under the Existing
Term Loans and the Existing Revolving Credit Facilities, the holders of the Existing Notes and counterparties to certain hedging
agreements subject to the terms thereof. The security interests in the Notes Collateral may be released under certain circumstances.
See "Summary--The Offering", "Corporate and Financing Structure" and "Risk Factors--Risks Relating to the Notes and the
Structure".
These Listing Particulars constitute a prospectus for the purposes of Part IV of the Luxembourg law dated July 10, 2015 on
prospectuses for securities as amended. These Listing Particulars shall only be used for the purposes for which it has been
published.
Investing in the Notes involves a high degree of risk. Please see "Risk Factors" beginning on page 27 of these Listing
Particulars.
The Notes and the Guarantees have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act") or the laws of any other jurisdiction, and may not be offered or sold within the United States except in compliance
with Rule 144A under the U.S. Securities Act ("Rule 144A"). In the United States, the offering has been made only to "qualified
institutional buyers" (as defined in Rule 144A) in compliance with Rule 144A. You are hereby notified that the Initial Purchasers
may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. Outside the
United States, the offering has been made to non-U.S. persons in reliance on Regulation S under the U.S. Securities Act
("Regulation S"). Please see "Notice to Investors" for additional information about eligible offerees and transfer restrictions.
The Dollar Notes are in registered form in minimum denominations of $200,000 and integral multiples of $1,000 above $200,000.
The Euro Notes are in registered form in minimum denominations of 100,000 and integral multiples of 1,000 above 100,000.
The Notes are represented on issue by one or more global notes that were delivered through The Depository Trust Company
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("DTC"), Euroclear SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream"), as applicable, on or about July 31,
2018, 2018 (the "Issue Date"). Interests in each global note are exchangeable for definitive notes only in certain limited
circumstances. See "Book-Entry, Delivery and Form".
Dollar Notes price: 100.000 % plus accrued interest from the Issue Date.
Euro Notes price: 100.000 % plus accrued interest from the Issue Date.
Joint Bookrunners
Goldman Sachs International
BNP PARIBAS
J.P. Morgan

Barclays
BofA Merrill Lynch
Citigroup
Crédit Agricole CIB
Credit Suisse

Deutsche Bank
ING
Morgan Stanley
RBC Capital Markets
Société Générale

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Neither the Issuer nor any of its subsidiaries or affiliates has authorized any dealer, salesperson or other person
to give any information or represent anything to you other than the information contained in these Listing
Particulars. You must not rely on unauthorized information or representations.
These Listing Particulars do not offer to sell or ask for offers to buy any of the securities in any jurisdiction
where it is unlawful, where the person making the offer is not qualified to do so, or to any person who cannot
legally be offered the securities.
The information in these Listing Particulars is, unless otherwise specified, current only as of the date hereof, and
may change after that date. For any time after the date of these Listing Particulars, the Issuer does not represent
that its affairs or the affairs of the Group (as defined herein) are the same as described or that the information in
these Listing Particulars is correct, nor does it imply those things by delivering these Listing Particulars or
selling securities to you.
The Issuer and the Initial Purchasers (as defined below) have offered to sell the Notes only in places where
offers and sales are permitted.

IN CONNECTION WITH THE OFFERING OF THE NOTES, GOLDMAN SACHS INTERNATIONAL
(THE "STABILIZING MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILIZING
MANAGER), MAY OVER ALLOT THE 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 STABILIZING
MANAGER (OR PERSONS ACTING ON BEHALF OF A STABILIZING MANAGER) WILL
UNDERTAKE ANY SUCH STABILIZATION ACTION. SUCH STABILIZATION ACTION, IF
COMMENCED, MAY BEGIN ON OR AFTER THE DATE OF ADEQUATE PUBLIC DISCLOSURE OF
THE FINAL 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 CALENDAR DAYS AFTER
THE DATE ON WHICH THE ISSUER RECEIVED THE PROCEEDS OF THE ISSUE AND 60 CALENDAR
DAYS AFTER THE DATE OF ALLOTMENT OF THE NOTES.
The Issuer has offered the Notes in reliance on exemptions from the registration requirements of the U.S.
Securities Act. The Notes have not been registered with, recommended by or approved by the U.S. Securities
and Exchange Commission (the "SEC") or any other securities commission or regulatory authority, nor has the
SEC or any such securities commission or authority passed upon the accuracy or adequacy of these Listing
Particulars. Any representation to the contrary is a criminal offense in the United States.
These Listing Particulars are being provided for informational use solely in connection with consideration of a
purchase of the Notes (i) to U.S. investors that the Issuer reasonably believes to be "qualified institutional
buyers" as defined in Rule 144A, and (ii) to certain persons in offshore transactions complying with Rule 903 or
Rule 904 of Regulation S. Their use for any other purpose is not authorized.
These Listing Particulars are for distribution only to persons who (i) are investment professionals, as such term
is defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net
worth companies, unincorporated associations, etc.") of the Financial Promotion Order, (iii) are outside the
United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity
(within the meaning of section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) in connection
with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all
such persons together being referred to as "relevant persons"). These Listing Particulars are directed only at
relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment
or investment activity to which these Listing Particulars relate is available only to relevant persons and will be
engaged in only with relevant persons.
These Listing Particulars have been prepared on the basis that all offers of the Notes were made pursuant to an
exemption under Article 3 of Directive 2003/71/EC as amended (including by Directive 2010/73/EU) (the
"Prospectus Directive"), as implemented in member states of the European Economic Area (the "EEA"), from
the requirement to produce a prospectus for offers of the Notes. Accordingly, any person making or intending to
make any offer within the EEA of the Notes should only do so in circumstances in which no obligation arises
70476083_4

for the Issuer or any of the Initial Purchasers to produce a prospectus for such offer. None of the Issuer or the
Initial Purchasers has authorized, nor does any of them authorize, the making of any offer of the Notes through
any financial intermediary, other than offers made by the Initial Purchasers which constitute the final placement
of the Notes contemplated in these Listing Particulars.
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect
of the Notes 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 manufacturer target market assessment) and determining appropriate distribution channels.
These Listing Particulars constitutes a prospectus for the purpose of part IV of the Luxembourg act dated
July 10, 2005, on prospectuses for securities, as amended (the "Prospectus Act") and for the purpose of the
rules and regulations of the Luxembourg Stock Exchange.
The Issuer has prepared these Listing Particulars solely for use in connection with the offering and for applying
to the Luxembourg Stock Exchange for the Notes to be admitted to listing on the Official List of the
Luxembourg Stock Exchange and to trading on the Euro MTF Market of the Luxembourg Stock Exchange.
You are not to construe the contents of these Listing Particulars as investment, legal or tax advice. You should
consult your own counsel, accountant and other advisers as to legal, tax, business, financial and related aspects
of a purchase of the Notes. You are responsible for making your own examination of the Issuer and the Group
and your own assessment of the merits and risks of investing in the Notes. The Issuer is not, and the Initial
Purchasers and the Trustee, and their respective agents, are not making any representation to you regarding the
legality of an investment in the Notes by you.
Nothing set forth herein constitutes a recommendation that any person take or refrain from taking any course of
action within the meaning of U.S. Department of Labor Regulation §2510.3-21(b)(1).
The information contained in these Listing Particulars have been furnished by the Issuer and other sources it
believes to be reliable. No representation or warranty, express or implied, is made by the Initial Purchasers as to
the accuracy or completeness of any of the information set out in these Listing Particulars, and nothing
contained in these Listing Particulars is or shall be relied upon as, a promise or representation by the Initial
Purchasers as to the past or the future. These Listing Particulars contain summaries, believed by the Issuer to be
accurate, of some of the terms of specified documents, but reference is made to the actual documents, copies of
which will be made available by the Issuer upon request, for the complete information contained in those
documents. Copies of such documents and other information relating to the issuance of the Notes will also be
available for inspection upon request at the specified offices of the Issuer. All summaries of the documents
contained herein are qualified in their entirety by this reference. The contents of our website, and the contents of
any other website referred to herein, are not incorporated into these Listing Particulars and do not form part of it.
The Issuer accepts responsibility for the information contained in these Listing Particulars. The Issuer has made
all reasonable inquiries and confirmed to the best of its knowledge, information and belief that the information
contained in these Listing Particulars with regard to it, each of its subsidiaries and affiliates, and the Notes are
true and accurate in all material respects, that the opinions and intentions expressed in these Listing Particulars
are honestly held, and that it is not aware of any other facts the omission of which would make these Listing
Particulars or any statement contained herein misleading in any material respect.
No person is authorized in connection with any offering made pursuant to these Listing Particulars to give any
information or to make any representation not contained in these Listing Particulars, and, if given or made, any
other information or representation must not be relied upon as having been authorized by the Issuer, any other
member of the Group (as defined herein), the Initial Purchasers, the Trustee (as defined herein) or their
respective agents. The information contained in these Listing Particulars is current at the date of the Offering
Memorandum. Neither the delivery of these Listing Particulars at any time nor any subsequent commitment to
enter into any financing shall, under any circumstances, create any implication that there has been no change in
the information set out in these Listing Particulars or in the Issuer's or the Group's affairs since the date of these
Listing Particulars.
70476083_4

The information set forth in relation to sections of these Listing Particulars describing clearing arrangements,
including the section entitled "Book-Entry, Delivery and Form", is subject to any change in, or reinterpretation
of, the rules, regulations and procedures of DTC, Euroclear and/or Clearstream, as applicable, currently in
effect. While the Issuer accepts responsibility for accurately summarizing the information concerning DTC,
Euroclear and/or Clearstream, as applicable, it accepts no further responsibility in respect of such information.
In addition, these Listing Particulars contain summaries believed to be accurate with respect to certain
documents, but reference is made to the actual documents for complete information. All such summaries are
qualified in their entirety by such reference.
The distribution of these Listing Particulars and the offer and sale of the Notes may be restricted by law in some
jurisdictions. Please see "Notice to U.S. Investors", "Prohibition of Offers To EEA Retail Investors",
"Professional Investors and ECPS only Target Market", "Notice to Certain European Investors" and "Notice to
Investors in Canada". Persons into whose possession these Listing Particulars or any of the Notes come must
inform themselves about, and observe, any restrictions on the transfer and exchange of the Notes. See "Plan of
Distribution" and "Notice to Investors".
These Listing Particulars do not constitute an offer to sell or an invitation to subscribe for or purchase any of the
Notes in any jurisdiction in which such offer or invitation is not authorized or to any person to whom it is
unlawful to make such an offer or invitation. You must comply with all laws that apply to you in any place in
which you buy, offer or sell any Notes or possess these Listing Particulars. You must also obtain any consents or
approvals that you need in order to purchase any Notes. The Issuer and the Initial Purchasers are not responsible
for your compliance with these legal requirements.
The Notes are available in book-entry form only. The Notes sold pursuant to these Listing Particulars have been
issued in the form of one or more global notes, which have been deposited and registered in the name of the
nominee of a common depositary for DTC, Euroclear and/or Clearstream, as applicable. Beneficial interests in
the global notes will be shown on, and transfers of the global notes will be effected only through, records
maintained by DTC, Euroclear and/or Clearstream, as applicable and its respective participants. Notes in
certificated form will be issued in exchange for the global notes only in the limited circumstances as set forth in
the Indenture. Please see "Book-Entry, Delivery and Form".
NOTICE TO U.S. INVESTORS
Each purchaser of the Notes is deemed to have made the representations, warranties and acknowledgements that
are described in these Listing Particulars under "Notice to Investors". The Notes have not been and will not be
registered under the U.S. Securities Act or the securities laws of any state of the United States and are subject to
certain restrictions on transferability and resale and may not be transferred or resold except as permitted under
the U.S. Securities Act or any other applicable securities laws, pursuant to registration or an exemption
therefrom. Prospective purchasers are hereby notified that the seller of any Note may be relying on the
exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. For a description
of certain further restrictions on resale or transfer of the Notes, see "Notice to Investors". The Notes may not be
offered to the public within any jurisdiction. By accepting delivery of these Listing Particulars, you agree not to
offer, sell, resell transfer or deliver, directly or indirectly, any Note to the public.
PROHIBITION OF OFFERS TO EEA RETAIL INVESTORS
The Notes 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 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"). No key information document required by
Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise
making them available to retail investors in the EEA has been prepared. Offering or selling the notes or
otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET
70476083_4

Solely for the purposes of the product approval process of each of Goldman Sachs International, BNP Paribas
and J.P. Morgan Securities plc (each, a "manufacturer"), the target market assessment in respect of the Notes
described in these Listing Particulars have led to the conclusion that: (i) the target market for such 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 such Notes to eligible counterparties and professional
clients are appropriate. The target market and distribution channel(s) may vary in relation to sales outside the
EEA in light of local regulatory regimes in force in the relevant jurisdiction. Any person subsequently offering,
selling or recommending such 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 such Notes (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
NOTICE TO CERTAIN EUROPEAN INVESTORS
France. These Listing Particulars have not been prepared in the context of a public offering of financial
securities in France within the meaning of Article L. 411-1 of the Code Monétaire et Financier and Title I of
Book II of the Règlement Général of the Autorité des marchés financiers (the "AMF") and therefore have not
been submitted for clearance to the AMF. Consequently, the Notes may not be, directly or indirectly, offered or
sold to the public in France (offre au public de titres financiers), and offers and sales of the Notes are only made
in France to providers of investment services relating to portfolio management for the account of third parties
(personnes fournissant le service d'investissement de gestion de portefeuille pour le compte de tiers) and/or to
qualified investors (investisseurs qualifiés) acting for their own accounts, as defined in and in accordance with
Articles L. 411 and-1, L. 411-2, D. 411-1, D744-1, D 754-1 and D 764-1 of the Code of Monétaire et Financier.
No re-transfer, directly or indirectly, of the Notes in France, other than in compliance with applicable laws and
regulations and in particular those relating to a public offering (which are, in particular, embodied in Articles
L 411-1, L 411, 2, L 412-1 and L 674-8 et seq of the French Code of Monétaire et Financier shall be made.
Neither these Listing Particulars nor any other offering material may be distributed to the public in France.
United Kingdom. These Listing Particulars are for distribution only to, and is only directed at, persons who
(i) are investment professionals, as such term is defined in Article 19(5) of the Financial Promotion Order,
(ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to
whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA)
in connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as "relevant persons"). These Listing Particulars are
directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.
Any investment or investment activity to which this document relates is available only to relevant persons and
will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on
these Listing Particulars or any of its contents
Grand Duchy of Luxembourg. These Listing Particulars have not been approved by and will not be submitted
for approval to the Luxembourg Supervision Commission of the Financial Sector (Commission de Surveillance
du Secteur Financier) for purposes of a public offering or sale in Luxembourg. Accordingly, the Notes may not
be offered or sold to the public in Luxembourg, directly or indirectly, and neither these Listing Particulars nor
any other circular, prospectus, form of application, advertisement or other material may be distributed, or
otherwise made available in or from, or published in, Luxembourg except in circumstances which make a public
offer of securities to the public, subject to prospectus requirements, in accordance with the Luxembourg Act of
July 10, 2005 on prospectuses for securities, as amended (the "Prospectus Act") and implementing the
Prospectus Directive. Consequently, these Listing Particulars and any other offering memorandum, prospectus,
form of application, advertisement or other material may only be distributed to (i) Luxembourg qualified
investors as defined in the Prospectus Act and (ii) no more than 149 prospective investors, which are not
qualified investors.
The Netherlands. The Notes (including rights representing an interest in each Global Note that represents the
Notes) may not be offered or sold to individuals or legal entities in the Netherlands other than to qualified
investors (gekwalificeerde beleggers) as defined in the Netherlands Financial Supervision Act (Wet op het
financieel toezicht).
Germany. The Notes may be offered and sold in Germany only in compliance with the German Securities
Prospectus Act (Wertpapierprospektgesetz) as amended, the Commission Regulation (EC) No 809/2004 of
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April 29, 2004 as amended, or any other laws applicable in Germany governing the issue, offering and sale of
securities. These Listing Particulars have not been approved under the German Securities Prospectus Act
(Wertpapierprospektgesetz) or the Prospectus Directive and accordingly the Notes may not be offered publicly
in Germany.
Spain. The offering of the Notes has not been registered with the Comisión Nacional del Mercado de Valores
and therefore the Notes may not be offered or sold or distributed in Spain except in circumstances that do not
qualify as a public offer of securities in Spain in accordance with article 35 of the Securities Market Act ("Real
Decreto Legislativo 4/2015, de 23 de octubre, por el que se aprueba el texto refundido de la Ley del Mercado de
Valores") as amended and restated, or pursuant to an exemption from registration in accordance with article 41
of the Royal Decree 1310/2005 ("Real Decreto 1310/2005, de 4 de noviembre por el que se desarrolla
parcialmente la Ley 24/1988, de 28 de julio, del Mercado de Valores, en materia de admisión a negociación de
valores en mercados secundarios oficiales, de ofertas públicas de venta o suscripción y del folleto exigible a
tales efectos"), and any regulations developing it which may be in force from time to time.
Italy. The offering of the Notes has not been cleared by the Commissione Nazionale per la Società e la Borsa
("CONSOB") (the Italian securities exchange commission), pursuant to Italian securities legislation, and will
not be subject to formal review by CONSOB. Accordingly, no Notes may be offered, sold or delivered, directly
or indirectly, nor may copies of these Listing Particulars or of any other document relating to the Notes be
distributed in the Republic of Italy, except (a) to qualified investors (investitori qualificati or clienti
professionali) as defined in Article 26, first paragraph, letter (d) of CONSOB Regulation No. 16190 of
October 29, 2007, as amended ("Regulation No. 16190"), pursuant to Article 34-ter, first paragraph letter (b) of
CONSOB Regulation No. 11971 of May 14, 1999, as amended (the "Issuer Regulation"), implementing
Article 100 of Legislative Decree No. 58 of February 24, 1998, as amended (the "Italian Financial Act"); and
(b) in any other circumstances that are exempted from the rules on public offerings pursuant to Article 100 of
the Italian Financial Act and the implementing CONSOB regulations, including the Issuer Regulation.
Each Initial Purchaser has represented and agreed that any offer, sale or delivery of the Notes or distribution of
copies of these Listing Particulars or of any other document relating to the Notes in the Republic of Italy will be
carried out in accordance with all Italian securities, tax and exchange control and other applicable laws and
regulations.
Any such offer, sale or delivery of the Notes or distribution of copies of these Listing Particulars or any other
document relating to the Notes in the Republic of Italy must be in compliance with the selling restrictions under
(a) or (b) above and must be:
(a) made by soggetti abilitati (including investment firms, banks or financial intermediaries, as defined by
Article 1, first paragraph, letter r), of the Italian Financial Act), to the extent duly authorized to engage in the
placement and/or underwriting and/or purchase of financial instruments in the Republic of Italy in accordance
with the relevant provisions of the Italian Financial Act, the Regulation No. 16190, as amended, Legislative
Decree No. 385 of September 1, 1993, as amended (the "Italian Banking Act"), the Issuer Regulation and any
other applicable laws and regulations; and
(b) in compliance with all relevant Italian securities, tax, exchange control and any other applicable laws and
regulations and any other applicable requirement or limitation that may be imposed from time to time by
CONSOB, the Bank of Italy or any other relevant Italian authorities.
Any investor purchasing the Notes is solely responsible for ensuring that any offer or resale of the Notes by such
investor occurs in compliance with applicable laws and regulations.
Austria. These Listing Particulars have not been or will not be approved and/or published pursuant to the
Austrian Capital Markets Act (Kapitalmarktgesetz) as amended. Neither these Listing Particulars nor any other
document connected therewith constitutes a prospectus according to the Austrian Capital Markets Act and
neither these Listing Particulars nor any other document connected therewith may be distributed, passed on or
disclosed to any other person in Austria. No steps may be taken that would constitute a public offering of the
Notes in Austria and the offering of the Notes may not be advertised in Austria. Any offer of the Notes in
Austria will only be made in compliance with the provisions of the Austrian Capital Markets Act and all other
laws and regulations in Austria applicable to the offer and sale of the Notes in Austria
70476083_4

Switzerland. The Notes are being offered in Switzerland on the basis of a private placement only. These Listing
Particulars, as well as any other material relating to the Notes which are the subject of the offering contemplated
by these Listing Particulars, do not constitute an issue prospectus pursuant to article 652a and/or article 1156 of
the Swiss Code of Obligations (SR 220) and does not comply with the Directive for Notes of Foreign Borrowers
of the Swiss Bankers' Association. The Notes will not be listed on the SIX Swiss Exchange Ltd or any other
Swiss stock exchange or regulated trading facility and, therefore, the documents relating to the Notes, including,
but not limited to, these Listing Particulars, do not claim to comply with the disclosure standards of the Swiss
Code of Obligations and the listing rules of SIX Swiss Exchange Ltd and corresponding prospectus schemes
annexed to the listing rules of the SIX Swiss Exchange Ltd or the listing rules of any other Swiss stock
exchange or regulated trading facility. Neither these Listing Particulars nor any other material relating to the
Notes may be publicly distributed or otherwise made publicly available in Switzerland. The Notes are being
offered in Switzerland by way of a private placement (i.e., to a limited number of selected, hand picked
investors only), without any public advertisement and only to investors who do not purchase the Notes with the
intention to distribute them to the public. The investors will be individually approached directly from time to
time. These Listing Particulars, as well as any other material relating to the Notes, is personal and confidential
and does not constitute an offer to any other person. These Listing Particulars, as well as any other material
relating to the Notes, may not be used in connection with any other offer and shall in particular not be copied
and/or distributed to the public in (or from) Switzerland.
Portugal. Neither the offering, nor the Notes have been approved by the Portuguese Securities Commission
(Comissão do Mercado de Valores Mobiliários, the "CMVM") or by any other competent authority of another
member state of the European Union and notified to the CMVM.
Neither the Issuer nor the Initial Purchasers have, directly or indirectly, offered or sold any Notes or distributed
or published these Listing Particulars, any prospectus, form of application, advertisement or other document or
information in Portugal relating to the Notes and will not take any such actions in the future, except under
circumstances that will not be considered as a public offering under article 109 of the Portuguese Securities
Code (Código dos Valores Mobiliários, the "Cód.VM") approved by Decree Law 486/99 of 13 November
1999, as last amended by Decree Law 89/2017 of 28 July 2017.
As a result, the offering and any material relating to the Notes are addressed solely to, and may only be accepted
by, any person or legal entity that is resident in Portugal or that will hold the notes through a permanent
establishment in Portugal (each a "Portuguese Investor") to the extent that such Portuguese Investor (i) is
deemed a qualified investor (investidor qualificado) pursuant to paragraph 1 of article 30 of the Cód.VM, (ii) is
not treated by the relevant financial intermediary as a non-qualified investor (investidor não qualificado)
pursuant to article 317 of the Cód.VM and (iii) does not request the relevant financial intermediary to be treated
as a non-qualified investor (investidor não qualificado) pursuant to article 317-A of the Cód.VM.
Sweden. These Listing Particulars are not a prospectus and has not been prepared in accordance with the
prospectus requirements provided for in the Swedish Financial Instruments Trading Act (lagen (1991:980) om
handel med finansiella instrument) nor any other Swedish enactment. Neither the Swedish Financial
Supervisory Authority (Finansinspektionen) nor any other Swedish public body has examined, approved or
registered these Listing Particulars or will examine, approve or register these Listing Particulars. Accordingly,
these Listing Particulars may not be made available, nor may the Notes otherwise be marketed and offered for
sale, in Sweden other than in circumstances that are deemed not to be an offer to the public under the Swedish
Financial Instruments Trading Act.
Denmark. These Listing Particulars have not been filed with or approved by the Danish Financial Supervisory
Authority (Finanstilsynet) or any other regulatory authority in Denmark. The Notes have not been offered or
sold and may not be offered, sold or delivered directly or indirectly in Denmark by way of public offering,
unless in compliance with the Danish Capital Markets Act (Consolidated Act No. 12 of January 8, 2018 on
capital markets (Lov om kapitalmarkeder) and executive orders issued thereunder and in compliance with
Executive Order No. 747 of 7 June 2017 issued pursuant to the Danish Financial Business Act to the extent
applicable
Norway. These Listing Particulars have not been and will not be filed with or approved by the Norwegian
Financial Supervisory Authority, the Oslo Stock Exchange or any other regulatory authority in Norway. The
Notes have not been offered or sold and may not be offered, sold or delivered, directly or indirectly, in Norway,
unless in compliance with Chapter 7 of the Norwegian Securities Trading Act 2007 and secondary regulations
issued pursuant thereto, as amended from time to time (the "Securities Trading Act"). Accordingly, these
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Listing Particulars may not be made available nor may the Notes otherwise be marketed and offered for sale in
Norway other than in circumstances that are deemed not to be a marketing of an offer to the public in Norway in
accordance with the Securities Trading Act.
NOTICE TO INVESTORS IN CANADA
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are
accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of
the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made in
accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable
securities laws. Securities legislation in certain provinces or territories of Canada may provide a purchaser with
remedies for rescission or damages if these Listing Particulars (including any amendment thereto) contain a
misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within
the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser
should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for
particulars of these rights or consult with a legal advisor. Pursuant to section 3A.3 of National Instrument 33-
105 Underwriting Conflicts (NI 33-105), the Initial Purchasers are not required to comply with the disclosure
requirements of NI 33-105 regarding underwriter conflicts of interest in connection with the offering.
THESE LISTING PARTICULARS CONTAIN IMPORTANT INFORMATION WHICH YOU
SHOULD READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN
THE NOTES.
AVAILABLE INFORMATION
For so long as any of the Notes are "restricted securities" within the meaning of Rule 144(a)(3) under the U.S.
Securities Act, and the Issuer is neither subject to Section 13 or 15(d) of the U.S. Exchange Act of 1934, as
amended (the "U.S. Exchange Act") nor exempt from reporting pursuant to Rule 12g3-2(b) under the U.S.
Exchange Act, it will, upon the request of any such person, furnish to any holder or beneficial owner of Notes,
or to any prospective purchaser designated by any such registered holder, the information required to be
delivered pursuant to Rule 144A(d)(4) under the U.S. Securities Act. Any such request should be directed to the
Issuer at the registered office of the Issuer, 16, rue du Général Alain de Boissieu, 75015 Paris, France. Copies of
the Indenture governing the Notes, the forms of the Notes and the Intercreditor Agreement will be made
available upon request to the Paying Agents or to the Issuer at the address above.
The Issuer is not currently, and will not be, subject to the periodic reporting and other information requirements
of the U.S. Exchange Act. Pursuant to the Indenture governing the Notes and so long as the Notes are
outstanding, the Issuer will furnish periodic information to the holders of the Notes. See "Description of Notes--
Certain Covenants--Reports".
SUBSCRIBER, INDUSTRY AND MARKET DATA
Key Performance Indicators
These Listing Particulars include information relating to certain key performance indicators of the Group (as
defined herein), including, among others, number of homes passed, subscribers and ARPUs, which the Group's
management uses to track the financial and operating performance of its businesses. In each case, none of these
terms are measures of financial performance under IFRS (as defined herein), nor have these measures been
audited or reviewed by an auditor, consultant or expert. All of the measures relating to the Group are derived
from the internal operating systems of the Group. As defined by the Group, these terms may not be directly
comparable to corresponding or similar terms used by competitors or other companies. Please refer to the
meanings of these terms as defined by the Group included elsewhere in these Listing Particulars.
Market and Industry Data
These Listing Particulars contain statistics, data and other information relating to markets, market sizes, market
shares, market positions and other industry data pertaining to the Group's business and markets. Market data
and statistics are inherently predictive and subject to uncertainty and not necessarily reflective of actual market
conditions. Such statistics are based on market research, which itself is based on sampling and subjective
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judgments by both the researchers and the respondents, including judgments about what types of products and
transactions should be included in the relevant market.
We have generally obtained the market and competitive position data in these Listing Particulars from industry
publications and from surveys or studies conducted by third party sources that we believe to be reliable, and
from information made publicly available by our competitors and other market participants. Nonetheless, we
cannot assure you of the accuracy and completeness of such information, and we have not independently
verified such market and position data. We do, however, accept responsibility for the correct reproduction of
this information.
In addition, in many cases, we have made statements in these Listing Particulars regarding the Group's industry
and position in the industry based on our experience and our own investigation of market conditions. Internal
analyses, surveys or information, which we believe to be reliable, have not been verified by any independent
sources and we cannot assure you that any of these assumptions are accurate or correctly reflect the Group's
position in the industry. Neither we nor any of the Initial Purchasers make any representation as to the accuracy
of such information.
Certain monetary amounts, percentages and other figures included in these Listing Particulars have been subject
to rounding adjustments. Accordingly, figures shown as totals in certain tables and charts may not be the
arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not
total 100%.
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