Obligation SNCF Réseau 0% ( XS0529465816 ) en EUR

SNCF Réseau

100 % ⇌

France

XS0529465816 ( en EUR )

05/08/2020 - Obligation échue

Prospectus brochure de l'obligation SNCF Reseau XS0529465816 en EUR 0%, échue

50 000 EUR

100 000 000 EUR

SNCF Réseau est une société publique française responsable de l'infrastructure ferroviaire nationale, incluant la gestion, la maintenance et le développement du réseau ferré.

L'Obligation émise par SNCF Réseau ( France ) , en EUR, avec le code ISIN XS0529465816, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 05/08/2020

BASE PROSPECTUS
Dated 12 June 2019

SNCF Réseau
(formerly Réseau Ferré de France)
(established as an "établissement public industriel et commercial"
under the laws of the Republic of France)
Euro 55,000,000,000
Euro Medium Term Note Programme

Application has been made to the Autorité des marchés financiers (the AMF) for approval of this Base Prospectus in its capacity as competent authority pursuant to
Article 212-2 of its Règlement Général which implements Directive 2003/71/EC of the Parliament and of the Council of 4 November 2003 on the prospectus to be
published when securities are offered to the public or admitted to trading (as amended or superseded, the Prospectus Directive). This Base Prospectus, comprising a
base prospectus for the purposes of Article 5.4 of the Prospectus Directive, received the visa no. 19-256 on 12 June 2019 from the AMF. Application may be made (i)
to the regulated market of Euronext in Paris (Euronext Paris) during the period of 12 months from the date of approval of this Base Prospectus for notes (the Notes)
issued under the programme (the Programme) to be admitted to trading on Euronext Paris and/or (ii) to the listing authority of any other Member State of the European
Economic Area (EEA) for Notes issued under the Programme to be admitted to trading on a Regulated Market (as defined below) in such Member State. Euronext
Paris is a regulated market (a Regulated Market) for the purposes of Directive 2014/65/EU on markets in financial instruments (MiFID II). The Programme also
permits Notes to be issued on the basis that they may be listed or admitted to trading, as the case may be, on such other or further stock exchanges as may be agreed
between SNCF Réseau (the Issuer or SNCF Réseau) and the relevant Dealer(s) (as defined herein).

The Issuer may also issue under the Programme Notes for which no prospectus is required to be published under the Prospectus Directive (the Exempt Notes). Such
Exempt Notes may be listed or admitted to trading on a stock exchange which is not a Regulated Market. Exempt Notes may not be listed or admitted to trading. In the
case of Exempt Notes, notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other
information which is applicable to each Tranche will be set out in a pricing supplement document substantially in the form of the Final Terms (as defined below)).

An investment in Notes issued under the Programme involves certain risks. For a discussion of these, see the section entitled "Risk Factors" below.
This Base Prospectus replaces and supersedes in its entirety the Base Prospectus dated 11 June 2018 and all the supplements thereto relating to the Programme.
The Issuer has been rated AA with a stable outlook by Fitch Ratings Ltd., Aa2 with a positive outlook by Moody's Investors Service and AA with a negative outlook
by S&P Global Ratings Europe Limited, a division of The McGraw Hill Companies, Inc. Unless otherwise specified in the relevant Final Terms, it is expected that the
Notes issued under the Programme will receive the following ratings, which are those given to the Programme: AA by Fitch Ratings Ltd., Aa2 by Moody's Investors
Service and AA by S&P Global Ratings Europe Limited, a division of The McGraw Hill Companies, Inc. Credit ratings are subject to revision, suspension or withdrawal
at any time by the relevant rating organisation. Notes issued pursuant to the Programme may be unrated or rated differently in certain circumstances. Where an issue
of Notes is rated, its rating will not necessarily be the same as the rating mentioned above. Whether or not each credit rating applied for in relation to a relevant Series
of Notes will be issued by a credit rating agency established in the European Union and registered under Regulation (EU) No 1060/2009, as amended by Regulation
(EU) No. 513/2011, (the CRA Regulation) will be disclosed in the Final Terms. In general, European regulated investors are restricted from using a rating for
regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under the CRA Regulation. Each of Fitch
Ratings Ltd., Moody's Investors Service and S&P Global Ratings Europe Limited, a division of The McGraw Hill Companies, Inc. is established in the European
Union and registered under the CRA Regulation. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal
at any time by the assigning rating agency.
Any person (an Investor) intending to acquire or acquiring any securities from any person (an Offeror) should be aware that, in the context of an offer to the public,
the Issuer may be responsible to the Investor for the Base Prospectus, but only if the Issuer has authorised that Offeror to make the offer to the Investor. Each Investor
should therefore enquire whether the Offeror is so authorised by the Issuer. If the Offeror is not authorised by the Issuer, the Investor should check with the Offeror
whether anyone is responsible for the Base Prospectus in the context of the offer to the public, and, if so, who that person is. If the Investor is in any doubt about
whether it can rely on the Base Prospectus and/or who is responsible for its contents it should take legal advice.

Arranger for the Programme

HSBC

Dealers
Barclays
BNP Paribas
Citigroup
Crédit Agricole CIB
Deutsche Bank
Goldman Sachs International
HSBC
J.P. Morgan
Mediobanca
Morgan Stanley
Natixis
Nomura
RBC Capital Markets
Santander Global Corporate Banking
Société Générale Corporate & Investment Banking

The date of this Base Prospectus is 12 June 2019.
- 2 -

This Base Prospectus should be read and construed with any supplement hereto and with any other documents
incorporated by reference herein and, in relation to any Series (as defined herein) of Notes, should be read and
construed together with the relevant Final Terms (as defined herein).
The Issuer has confirmed to the dealers (the Permanent Dealers) named under "Subscription and Sale" below
that this Base Prospectus contains all information regarding the Issuer and the Notes which is, in the context of
the issue of the Notes, material; such information is true and accurate in all material respects and is not misleading
in any material respect; any opinions and intentions expressed in this Base Prospectus on the part of the Issuer are
honestly held or made; this Base Prospectus does not omit to state any material fact necessary to make such
information, opinions or intentions in such context expressed therein not misleading in any material respect and
that all reasonable enquiries have been made to verify the foregoing. The Issuer accordingly accepts responsibility
for the information contained in this document.
No person has been authorised by the Issuer to give any information or to make any representation not contained
in this Base Prospectus and, if given or made, such information or representation should not be relied upon as
having been authorised by the Issuer or any Dealer.
No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and neither
the Dealers nor any of their respective affiliates make any representation or warranty or accept any responsibility
as to the accuracy or completeness of the information contained in this Base Prospectus or for any other statement,
made or purported to be made by any of the Dealers or their respective affiliates in connection with the Issuer or
the issue and offering of the Notes. Neither the delivery of this Base Prospectus or any Final Terms nor the offering,
sale or delivery of any Note shall, in any circumstances, create any implication that the information contained in
this Base Prospectus is true subsequent to the date hereof or, as the case may be, the date upon which this Base
Prospectus has been most recently supplemented or that there has been no adverse change in the financial situation
of the Issuer since the date thereof or, if later, the date upon which this Base Prospectus has been most recently
supplemented or that any other information supplied in connection with the Programme is correct at any time
subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the
same.
Subject as provided in the applicable Final Terms, the only persons authorised to use this Base Prospectus in
connection with making an offer of Notes are the persons named in the applicable Final Terms as the relevant
Dealer or the Managers and the persons named in or identifiable following the applicable Final Terms as the
Financial Intermediaries, as the case may be.
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the Notes in
certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus or any Final
Terms comes are required by the Issuer and the Dealers to inform themselves about and to observe any such
restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution
of this Base Prospectus or any Final Terms and other offering material relating to the Notes, see "Subscription
and Sale".
THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND
EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR
ANY OTHER U.S. REGULATORY AUTHORITY NOR HAVE ANY OF THE FOREGOING AUTHORITIES
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF NOTES OR THE ACCURACY OR
THE ADEQUACY OF THIS BASE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE IN THE UNITED STATES.
- 3 -

THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE SECURITIES ACT), OR WITH ANY SECURITIES REGULATORY
AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE NOTES
MAY INCLUDE BEARER NOTES THAT ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. SUBJECT
TO CERTAIN EXCEPTIONS, THE NOTES MAY NOT BE OFFERED OR SOLD OR, IN THE CASE OF
BEARER NOTES, 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)). THIS BASE PROSPECTUS HAS BEEN PREPARED BY THE ISSUER FOR USE IN
CONNECTION WITH THE OFFER AND SALE OF THE NOTES OUTSIDE THE UNITED STATES TO
NON-U.S. PERSONS IN RELIANCE ON REGULATION S AND WITHIN THE UNITED STATES ONLY TO
"QUALIFIED INSTITUTIONAL BUYERS" IN RELIANCE ON RULE 144A UNDER THE SECURITIES
ACT (RULE 144A) AND FOR THE LISTING OF NOTES ON EURONEXT PARIS AND/OR ANY OTHER
STOCK EXCHANGE. PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT SELLERS OF THE
NOTES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A. FOR A DESCRIPTION OF THESE AND CERTAIN
FURTHER RESTRICTIONS ON OFFERS AND SALES OF THE NOTES AND DISTRIBUTION OF THIS
BASE PROSPECTUS, SEE "SUBSCRIPTION AND SALE" BELOW.
IN ADDITION, THERE ARE RESTRICTIONS ON THE TRANSFER OF NOTES RESOLD PURSUANT TO
RULE 144A. SEE "TRANSFER RESTRICTIONS FOR RESTRICTED REGISTERED NOTES IN THE
TERRITORY OF THE UNITED STATES OF AMERICA" BELOW.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or purchase
any Notes and should not be considered as a recommendation by the Issuer, the Dealers or any of them that any
recipient of this Base Prospectus or any Final Terms should subscribe for or purchase any Notes. Each recipient
of this Base Prospectus or any Final Terms shall be taken to have made its own investigation and appraisal of the
condition (financial or otherwise) of the Issuer.
The Dealers make no assurances as to (i) whether any Notes will meet any investor criteria and expectations with
regard to environmental impact and sustainability performance for any investors and (ii) whether the use of the
net proceeds specified by the Issuer in connection with any offering of Notes will be used for such purposes.
MIFID II product governance / target market The Final Terms in respect of any Notes will include a legend
entitled "MiFID II Product Governance" which will outline the determination of the target market of the Notes
and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a distributor) should take into consideration such determination; 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 target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules), any Dealer
subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the
Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MIFID Product
Governance Rules.
IMPORTANT EEA RETAIL INVESTORS: If the Final Terms in respect of any Notes includes a legend
entitled "Prohibition of Sales 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 EEA.
For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point
(11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive 2016/97/EU (as amended or
superseded), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1)
- 4 -

of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive. Consequently 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 and therefore
offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful
under the PRIIPs Regulation.

NOTIFICATION PURSUANT TO SECTION 309B OF THE SECURITIES AND FUTURES ACT,
CHAPTER 289 OF SINGAPORE  Unless otherwise stated in the relevant Final Terms, all Notes issued under
the Programme shall be prescribed capital markets products as defined in the Securities and Futures (Capital
Markets Products) Regulations 2018 of Singapore.
- 5 -

Table of Contents

TABLE OF CONTENTS

Page

Summary of the Programme .....................................................................................................................................7
Résumé en Français (French Language Summary of the Programme) ..................................................................64
Risk Factors ..........................................................................................................................................................115
General Description of the Programme ................................................................................................................136
Retail Cascades .....................................................................................................................................................137
Forward-Looking Statements ...............................................................................................................................139
Documents Incorporated by Reference ................................................................................................................140
Prospectus Supplement .........................................................................................................................................144
Terms and Conditions of the Notes ......................................................................................................................145
Provisions Relating to the Notes whilst in Global Form ......................................................................................198
Use of Proceeds ....................................................................................................................................................204
Description of SNCF Réseau ................................................................................................................................205
Selected Financial Information (from consolidated financial statements) ...........................................................222
Transfer Restrictions for Restricted Registered Notes in the territory of the United States of America ..............225
Subscription and Sale ...........................................................................................................................................227
FORM OF FINAL TERMS (LESS THAN 100,000 (OR ITS EQUIVALENT IN ANOTHER
CURRENCY)) ......................................................................................................................................................235
FORM OF FINAL TERMS (AT LEAST 100,000 (OR ITS EQUIVALENT IN ANOTHER CURRENCY)) .259
Taxation ................................................................................................................................................................281
General Information .............................................................................................................................................286
Person Responsible for Base Prospectus ..............................................................................................................291

- 6 -

Summary of the Programme

Summary of the Programme
Summaries are made up of disclosure requirements known as "Elements" required by Annex XXII and Annex
XXX of Regulation EC No 809/2004 as amended. These elements are numbered in Sections A E (A.1 E.7).
This summary contains all the Elements required to be included in a summary for this type of Notes (as defined
below) and Issuer (as defined below). Because some Elements are not required to be addressed, there may be gaps
in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of Notes and Issuer,
it is possible that no relevant information can be given regarding this Element. In this case a short description of
the Element is included in the summary with the mention of "Not Applicable".
This summary is provided for purposes of the issue of Notes (other than Notes for which no prospectus is required
to be published under Directive 2003/71/EC as amended or superseded) of a denomination less than Euro 100,000
(or its equivalent in other currencies). Investors in such Notes of denominations equal to or greater than Euro
100,000 should not rely on this summary in any way and the Issuer accepts no liability to such investors regarding
this summary.
Section A Introduction and warnings
A.1
Warning:
Warning:
· this summary should be read as introduction to the Base
Prospectus (as defined below);
· any decision to invest in the Notes should be based on
consideration of the Base Prospectus as a whole by the
investor;
· where a claim relating to the information contained in the
Base Prospectus is brought before a court, the plaintiff
investor might, under the national legislation of the
Member States of the European Economic Area (EEA),
have to bear the costs of translating the Base Prospectus
before the legal proceedings are initiated; and
· civil liability attaches only to those persons who have
tabled the summary including any translation thereof, but
only if the summary is misleading, inaccurate or
inconsistent when read together with the other parts of the
Base Prospectus or it does not provide, when read
together with the other parts of the Base Prospectus, key
information in order to aid investors when considering
whether to invest in such Notes of a denomination less
than Euro 100,000.
- 7 -

Summary of the Programme

Section A Introduction and warnings
In the context of any offer of Notes in France and/or the Grand
A.2
Consent:
Duchy of Luxembourg and/or any other jurisdiction of the EEA
in which this Base Prospectus has been passported from time to
time (the Non-exempt Offer Jurisdictions) that is not within an
exemption from the requirement to publish a prospectus under the
Directive 2003/71/EC as amended or superseded, (a Non-exempt
Offer), if so specified in the Final Terms (as defined below) in
respect of any Tranche of Notes, the Issuer consents to the use of
the Base Prospectus, as supplemented from time to time, and such
Final Terms in connection with a Non-exempt Offer of Notes
during the offer period specified in the relevant Final Terms (the
Offer Period) either (1) in the Non-exempt Offer Jurisdictions
specified in the relevant Final Terms by any financial
intermediary which (a) acts in accordance with all applicable
laws, rules, regulations and guidance of any applicable regulatory
bodies (the Rules), from time to time including, without
limitation and in each case, Rules relating to both the
appropriateness or suitability of any investment in the Notes by
any person and disclosure to any potential investor; (b) complies
with the applicable selling restrictions as if it were a Dealer under
the Programme; (c) acknowledges the target market and
distribution channels identified under the "MiFID II product
governance" legend set out in the applicable Final Terms; (d)
ensures that any fee (and any commissions or benefits of any
kind) received or paid by that financial intermediary in relation to
the offer or sale of the Notes is fully and clearly disclosed to
investors or potential investors; (e) holds all licences, consents,
approvals and permissions required in connection with
solicitation of interest in, or offers or sales of, the Notes under the
Rules; (f) retains investor identification records for at least the
minimum period required under applicable Rules, and shall, if so
requested, make such records available to the relevant Dealer(s)
and the Issuer or directly to the appropriate authorities with
jurisdiction over the Issuer and/or the relevant Dealer(s) in order
to enable the Issuer and/or the relevant Dealer(s) to comply with
anti-money laundering, anti-bribery and "know your client" rules
applying to the Issuer and/or the relevant Dealer(s); (g) does not,
directly or indirectly, cause the Issuer or the relevant Dealer(s) to
breach any Rule or any requirement to obtain or make any filing,
authorisation or consent in any jurisdiction; and (h) satisfies any
further conditions specified in the relevant Final Terms or (2) by
the financial intermediaries specified in the relevant Final Terms,
in the Non-exempt Offer Jurisdictions specified in the relevant
Final Terms and subject to the relevant conditions specified in the
relevant Final Terms, for so long as they are authorised to make
such offers under Directive 2014/65/UE, as amended, on markets
in financial instruments. The Issuer may give consent to
additional financial intermediaries after the date of the relevant
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Summary of the Programme

Section A Introduction and warnings
Final Terms and, if it does so, the Issuer will publish the above
information in relation to them on www.sncf-reseau.fr.
The consent referred to above relates to Offer Periods occurring
within 12 months from the date of approval of this base
prospectus dated 12 June 2019 (the Base Prospectus).
Issue-specific summary:
[Not Applicable. The Issuer does not consent to the use of the
Base Prospectus and the relevant Final Terms.]/[The Issuer
consents to the use of the Base Prospectus and the relevant Final
Terms in connection with a Non-exempt Offer of the Notes,
subject to the following conditions:
(i) the consent only extends to an offer of the Notes in France
and/or Luxembourg and/or [as applicable, specify any other
jurisdiction of the EEA in which the Base Prospectus has been
passported from time to time] (the Non-exempt Offer
Jurisdiction[s]) that is not made within an exemption from the
requirement to publish a prospectus under the Prospectus
Directive [and]
(ii) the consent is only valid during the period from [] until []
(the Offer Period) [and]
(iii) the only offerors authorized to use the Base Prospectus and
the relevant Final Terms to make the Non-Exempt Offer of the
Notes are [the relevant [Dealers/Managers [and] []] [names of
specific financial intermediaries listed in final terms,]/[any
financial intermediary which [insert here the conditions specified
in the Base Prospectus]] (the Authorised Offeror[s]) [and]
[(iv) subject to the following additional conditions[s]: [·].]]
[None of the Dealers or the Issuer shall have any obligation to
ensure that an Authorised Offeror complies with applicable laws
and regulations and shall therefore have no liability in this
respect.]
[The Issuer accepts responsibility, in the Non-exempt Offer
Jurisdiction[s], for the content of the Prospectus in relation to any
person (an Investor) in such Public Offer Jurisdiction[s] to whom
an offer of any Notes is made by any Authorised Offeror and
where the offer is made during the period for which that consent
is given. However, neither the Issuer nor any Dealer has any
responsibility for any of the actions of any Authorised Offeror,
including compliance by an Authorised Offeror with applicable
- 9 -

Summary of the Programme

Section A Introduction and warnings
conduct of business rules or other local regulatory requirements
or other securities law requirements in relation to such offer.]
An Investor intending to acquire or acquiring any Notes from
an Authorised Offeror will do so, and offers and sales of the
Notes to an Investor by an Authorised Offeror will be made,
in accordance with any terms and other arrangements in
place between such Authorised Offeror and such Investor
including as to price, allocation, settlement arrangements and
any expenses or taxes to be charged to the Investor (the Terms
and Conditions of the Non-exempt Offer). The Issuer will not be
a party to any such arrangements with Investors (other than
Dealers, as defined below) in connection with the offer or sale
of the Notes and, accordingly, this Base Prospectus and any
Final Terms will not contain such information. The Terms
and Conditions of the Non-exempt Offer shall be provided to
Investors by that Authorised Offeror at the relevant time.
None of the Issuer, any of the Dealers or other Authorised
Offerors has any responsibility or liability for such
information.
Any Authorised Offeror who wishes to use this Base
Prospectus and the relevant Final Terms in connection with a
Non-exempt Offer is required, for the duration of the relevant
Offer Period, to publish on its website that it is using the Base
Prospectus and the relevant Final Terms for such Non-
exempt Offer in accordance with the consent of the Issuer and
the conditions attached thereto.

- 10 -

Document Outline

#7">Summary of the Programme
#64">Résumé en Français (French Language Summary of the Programme)
#115">Risk Factors
#115">1. Factors that may affect the Issuers ability to fulfil its obligations under Notes issued under the Programme
- #115">1.1 Legal risks
- #117">reorganise the SNCF group to achieve greater efficiency: this will involve the transformation of the current SNCF group into a State-owned unified group (groupe public unifié) and the change of the legal status of its constituent entities into State...
- #117">transfer, as part of the reorganization of the SNCF group, the entity known as Gares & Connexions to SNCF Réseau;
- #118">transform the employment organisation by ceasing the recruitment of staff under the regulated railroad staff (cheminot) status, as from 1 January 2020. Current employees will continue to benefit from their current cheminot status. In parallel with s...
- #118">define the modalities for a successful opening up to the competition of the French passenger railway transport activities.
- #119">1.2 Financial risks
- #119">Interest rate risk: the Issuer is exposed to interest rate risk, given the substantial amount of net debt that it has to finance through the financial markets. Some of the indebtedness of the Issuer bears interest at variable rates, generally linked...
- #119">Liquidity risk: liquidity risk is constantly hedged through the proactive management of liquidity requirements, and access to diversified sources of funding both long-term (EMTN programme of 55 billion) and short-term (French commercial paper (titr...
- #120">Counterparty risk: the Issuer is exposed to counterparty risk in the daily management of its cash flows and the management of its mid and long-term debt. The counterparty risk with credit institutions arises in connection with its cash investments a...
- #120">Currency risk: the Issuer negotiates foreign currency financing, which is translated into euros. Currency risk related to resources raised in foreign currencies is hedged systematically in order to convert these resources into euro. As a consequence...
- #121">2030 was maintained by the Company as the standard final year for the railway network currently in service, considering that 2030 will correspond to the year in which the network will be stabilised at expected performance levels, although these leve...
- #121">The cash flow projections used to justify these assets values are based on the assumption that the Company will meet its productivity goals, which are even more ambitious than those used in previous years.
- #121">
- #121">The investment subsidies allocated to renovation work „ which are mainly financed by dividends earned by SNCF that is redistributed by the French State to SNCF Réseau „ are based on a new financial trajectory for the Groupe Public Ferroviaire which ...
- #121">Lastly, the cash flow projections used are based on a new financial trajectory for SNCF Réseau that should be integrated in an amendment to the performance contract signed in April 2017, covering the residual period 2018-2026. The financial trajecto...
- #122">1.3 Operational risks
- #122">Major legal risks: in addition to legal risks relating to the possibility of the Issuer being sued as an owner and operator, and also as prime contractor, the Issuer is also regularly confronted with new legal risks relating to developments in the r...
- #122">Economic risks: the macro-economic strategy of the network manager is driven by traffic growth and its impact on the collection of access fees as well as the effective control of network maintenance and extension costs.
- #122">Information technology (IT) systems risk: the Issuer has set out an IT security system policy which has been efficient against cyberattacks, nevertheless, as the groups operations rely on IT systems, a failure or breakdown in their security could j...
- #122">Major reputation risks: these risks mainly arise from rail incidents and accidents and are likely to tarnish the Issuers image vis-à-vis investors and partners, it being specified that the occurrence of such rail incidents and accidents is quite lo...
- #122">Employment & Personnel Risks: strike actions and other labour unrest by employees (whether or not supported by unions) have occurred in the past and cannot be excluded in the future, in particular in the context of the debate on the new French rail...
- #122">1.4 Climate change risks
- #122">1.5 Insurance policy
- #123">The Major Civil Liability RiskŽ insurance program of SNCF and its subsidiaries, renewed by tender, entered into force on 1 October 2014 for SNCF and its subsidiaries and 1 January 2015 for the Public Rail Group organised as part of the rail reform.
- #123">Following a tender process, the new policy for the Vehicle FleetŽ insurance programme entered into force on 1 January 2015 for all the Public Rail Group components.
- #123">The ConstructionŽ insurance program of SNCF and its subsidiaries, which was reconfigured under the rail reform, has included SNCF Réseau since 1 January 2015.
- #123">The Damages to GoodsŽ insurance programme of SNCF and its subsidiaries, which is being renewed for 2015 and 2016, also includes SNCF Réseau.
- #123">1.6 Terrorist attacks and similar events
- #123">1.7 Current Litigations
#124">2. Factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme
- #124">2.1 The Notes may not be a suitable investment for all investors
  - #124">(i) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Base Prospectus or any applicable supplement, ...
  - #124">(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio;
  - #124">(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including Notes with principal or interest payable in one or more currencies, or where the currency for principal or interest payments is d...
  - #124">(iv) understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and financial markets; and
  - #124">(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
- #124">2.2 Risks related to the structure of a particular issue of Notes
- #128">an index which is a benchmarkŽ could not be used by a supervised entity in certain ways if its administrator does not obtain authorisation or registration or, if based in a non-EU jurisdiction, the administrator is not recognised as equivalent or r...
- #128">the methodology or other terms of the benchmarkŽ could be changed in order to comply with the terms of the Benchmark Regulation, and such changes could (amongst other things) have the effect of reducing or increasing the rate or level or affecting ...
- #130">2.3 Risks related to Notes generally
- #132">2.4 Risks related to the market generally
- #136">General Description of the Programme
- #137">Retail Cascades
- #139">Forward-Looking Statements
- #140">Documents Incorporated by Reference
- #140">the sections referred to in the table below included in the 2017 English language financial report (including, inter alia, the Issuers audited annual consolidated and non-consolidated financial statements, comprising the balance sheets, income stat...
- #140">the sections referred to in the table below included in the 2018 English language financial report (including, inter alia, the Issuers audited annual consolidated and non-consolidated financial statements, comprising the balance sheets, income stat...
- #140">the sections referred to in the table below included in the 2018 English language corporate governance report (2018 Corporate Governance Report), and
- #140">the terms and conditions included in the base prospectus and information memoranda referred to in the table below,
- #144">Prospectus Supplement
- #145">Terms and Conditions of the Notes
#146">In respect of any Notes, references herein to these Terms and Conditions are to these terms and conditions as modified or (to the extent thereof) replaced by the Final Terms.
- #146">1. FORM, DENOMINATION AND CURRENCY
  - #146">1.1 Notes are issued in bearer form (Bearer Notes) or in registered form (Registered Notes), as specified in the Final Terms. Bearer Notes are serially numbered. Registered Notes are not exchangeable for Bearer Notes.
  - #146">1.2 Interest-bearing Bearer Notes have attached thereto, at the time of their initial delivery, coupons (Coupons), presentation of which will be a prerequisite to the payment of interest save in certain circumstances specified herein. In addition, if...
  - #146">1.3 Bearer Notes, the nominal amount of which is repayable by instalments (Instalment Notes), have attached thereto, at the time of their initial delivery, payment receipts (Receipts) in respect of the instalments of principal.
  - #146">1.4 Bearer Notes are in the denomination or denominations specified in the Final Terms (each a Specified Denomination). Bearer Notes of one denomination may not be exchanged for Bearer Notes of any other denomination (other than in connection with an...
  - #146">1.5 All Registered Notes shall have the same Specified Denomination.
  - #147">1.6 The Notes are denominated in such currency as may be specified in the Final Terms (the Specified Currency). Any currency may be so specified, subject to compliance with all applicable legal and/or regulatory and/or central bank requirements. Pri...
- #147">2. TITLE AND TRANSFER
  - #147">2.1 Title to Bearer Notes, Receipts and Coupons passes by delivery. References herein to the Holders of Bearer Notes or of Receipts or Coupons are to the bearers of such Bearer Notes or such Receipts or Coupons.
  - #147">2.2 Title to Registered Notes passes by registration in the register (the Register) which the Issuer shall procure to be kept by the Registrar. References herein to the Holders of Registered Notes are to the persons in whose names such Registered Not...
  - #147">2.3 The Holder of any Bearer Note, Coupon, Receipt or Registered Note will (except as otherwise required by applicable law or regulatory requirement) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any...
  - #147">2.4 A Registered Note may, upon the terms and subject to the conditions set forth in the Fiscal Agency Agreement and further subject to the provisions of Conditions 2.8 to 2.10, be transferred in whole or in part only (provided that such part is, or i...
  - #147">2.5 If so specified in the Final Terms and subject to the provisions of Conditions 2.8 to 2.10, the Holder of Bearer Notes may exchange the same for the same aggregate nominal amount of Registered Notes upon the terms and subject to the conditions set...
  - #147">2.6 A Certificate representing each new Registered Note or Notes to be issued upon the transfer of a Registered Note or the exchange of a Bearer Note for a Registered Note will, within three Relevant Banking Days of the transfer date or, as the case m...
  - #148">2.7 The issue of new Registered Notes on transfer or on the exchange of Bearer Notes for Registered Notes will be effected without charge by or on behalf of the Issuer, the Fiscal Agent, the Registrar or the Transfer Agent, but upon payment by the app...
  - #148">2.8 Upon the transfer, exchange or replacement of Registered Notes represented by Certificates bearing the Rule 144A legend (the Rule 144A Legend) set forth in the form of Certificate scheduled to the Fiscal Agency Agreement, the Registrar or any Tran...
  - #149">2.9 For so long as any of the Registered Notes represented by Certificates bearing the Rule 144A Legend remain outstanding and are restricted securitiesŽ within the meaning of Rule 144(a)(3) under the Securities Act, the Issuer covenants and agrees t...
  - #149">2.10 No Holder may require the transfer of a Registered Note to be registered or a Bearer Note to be exchanged for a Registered Note during the period of 15 days ending on the due date for the payment of any principal or interest in respect of such Note.
- #149">3. STATUS OF THE NOTES
- #149">4. NEGATIVE PLEDGE
#149">(i) those in respect of which the date for redemption in full (including, but not limited to, the due date for payment of the final instalment in respect of an Instalment Note) has occurred and the redemption moneys therefor (including all arrears of ...
#149">(ii) any Bearer Note (as defined in Condition 1.1) which has been exchanged for a Registered Note (as defined in Condition 1.1);
#150">(iii) those which have become void or claims in respect of which have become prescribed under these Terms and Conditions;
#150">(iv) (for the purpose only of ascertaining the amount outstanding and without prejudice to their status for any other purpose) those Notes which are alleged to have been lost, stolen or destroyed and in respect of which replacement Notes have been iss...
#150">(v) those Notes which have been mutilated or defaced and which have been surrendered or cancelled and in respect of which replacement Notes have been issued pursuant to these Terms and Conditions;
#150">(vi) any Temporary Global Note to the extent that it has been exchanged for Definitive Notes, Registered Notes or a Permanent Global Note; and
#150">(vii) any Permanent Global Note to the extent that it has been exchanged for Definitive Notes or Registered Notes.
- #150">5. INTEREST
  - #150">5.1 Definitions: In these Conditions, unless the context otherwise requires, the following defined terms shall have the meanings set out below:
  - #158">5.2 Interest on Fixed Rate Notes
  - #158">5.3 Interest on Floating Rate Notes and Inflation Linked Notes
  - #175">5.4 Fixed/Floating Rate Notes: Fixed/Floating Rate Notes may bear interest at a rate (i) that the Issuer may elect to convert on the dates set out in the Final Terms from a Fixed Rate to a Floating Rate, or from a Floating Rate to a Fixed Rate or (ii...
  - #175">5.5 Dual Currency Notes/Reverse Dual Currency Notes:
    - #175">(a) Dual Currency Notes
    - #175">(b) Reverse Dual Currency Notes
    - #176">(c) For the purposes this Condition 5.5:
  - #177">5.6 Zero Coupon Notes: If any Redemption Amount (as defined in Condition 6.10) or Instalment Amount (as defined in Condition 6.1) in respect of any Note which is non interest-bearing is not paid when due, interest shall accrue on the overdue amount a...
  - #177">5.7 Maximum or Minimum Rates of Interest: If any Maximum or Minimum Rate of Interest is specified in the Final Terms, then the Rate of Interest shall in no event be greater than the maximum or be less than the minimum so specified. Unless a higher ra...
  - #177">5.8 Accrual of Interest
  - #178">5.9 Interest Amount(s), Calculation Agent and Indexation Advisor
  - #179">5.10 Calculations and Adjustments
- #179">6. REDEMPTION AND PURCHASE
  - #179">6.1 Unless previously redeemed, or purchased and cancelled, each Note shall be redeemed at its final redemption amount (the Final Redemption Amount) (which shall be its outstanding nominal amount or such other redemption amount as may be specified in ...
  - #180">6.2 The Notes of any Series may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days notice (ending, in the case of Notes which bear interest at a floating rate, on an Intere...
  - #180">6.3 If this Condition 6.3 is specified in the Final Terms as being applicable then the Issuer may, having given the appropriate notice and, subject to such conditions as may be specified in the Final Terms, redeem all (but not, unless and to the exten...
  - #181">6.4 The appropriate notice referred to in Condition 6.3 is a notice given by the Issuer to the Holders of the Notes of the relevant Series in accordance with Condition 14, which notice shall be irrevocable and shall specify:
    - #181">(a) the Series of Notes subject to redemption;
    - #181">(b) whether such Series is to be redeemed in whole or in part only and, if in part only, the aggregate nominal amount of and (except in the case of a Temporary Global Note or Permanent Global Note) the serial numbers of the Notes of the relevant Serie...
    - #181">(c) the due date for such redemption (Call Option Date(s)), which shall be not less than 30 days nor more than 60 days after the date on which such notice is given (the Option Exercise Date) and which shall be such date or the next of such dates or a ...
    - #181">(d) the Early Redemption Amount (Call) at which such Notes are to be redeemed.
  - #181">6.5 If the Notes of a Series are to be redeemed in part only on any date in accordance with Condition 6.3:
    - #181">(a) in the case of Bearer Notes, the Notes to be redeemed shall be drawn by lot in such European city as the Fiscal Agent may specify, or identified in such other manner or in such other place as the Fiscal Agent may approve and deem appropriate and f...
    - #181">(b) in the case of Registered Notes, the Notes shall be redeemed (so far as may be practicable) pro rata to their nominal amounts, provided always that the amount redeemed in respect of each Note shall be equal to the minimum denomination thereof or a...
  - #182">6.6 If this Condition 6.6 is specified in the Final Terms as being applicable, then the Issuer shall, upon the exercise of the relevant option by the Holder of any Note of the relevant Series, redeem such Note on the date specified in the relevant Put...
  - #182">6.7 If so specified in the relevant Final Terms, the Final Redemption Amount in respect of Inflation Linked Notes will be determined by the Calculation Agent on the following basis:
  - #183">6.8 The Issuer may at any time purchase Notes in the open market or otherwise and at any price provided that, in the case of interest-bearing Definitive Notes, all unmatured Receipts and Coupons and unexchanged Talons appertaining thereto are purchase...
  - #183">6.9 All unmatured Notes and Coupons and unexchanged Talons redeemed or purchased, otherwise than in the ordinary course of business of dealing in securities or as a nominee in accordance with this Condition 6, will (or, in respect of Notes purchased, ...
  - #183">6.10 References herein to Redemption Amount shall mean, as appropriate, the Final Redemption Amount, the final Instalment Amount, Early Redemption Amount (Tax), Early Redemption Amount (Call), Early Redemption Amount (Put) and Early Termination Amount...
  - #183">6.11 In the case of any Note which is non interest-bearing, the Amortised Face Amount shall be an amount equal to the sum of:
    - #183">(a) the Issue Price (expressed as a percentage of the nominal amount) specified in the Final Terms; and
    - #183">(b) the product of the Amortisation Yield (compounded annually) being applied to the Issue Price from (and including) the Issue Date specified in the Final Terms to (but excluding) the date fixed for redemption or (as the case may be) the date upon wh...
  - #183">6.12 In the case of any Zero Coupon Note, if any Redemption Amount (other than the Final Redemption Amount) is improperly withheld or refused or default is otherwise made in the payment thereof, the Amortised Face Amount shall be calculated as provide...
    - #184">(a) the date on which, upon due presentation or surrender of the relevant Note or Certificate (if required), the relevant payment is made; and
    - #184">(b) (except where presentation or surrender of the relevant Note or Certificate is not required as a precondition of payment) the seventh day after the date on which the Fiscal Agent or the Registrar, as the case may be, having received the funds requ...
  - #184">6.13 Early Redemption of Inflation Linked Notes
  - #185">6.14 Early Redemption for RPI Reasons
  - #185">Where the RPI is specified as the Index applicable in the Final Terms: If either (i) the Index Figure for three consecutive months is required to be determined on the basis of an Index Figure previously published as provided in Condition 5.3(iii)(3)(B...
  - #185">6.15 Redemption of Dual Currency Notes or Reverse Dual Currency Notes
- #185">7. EVENTS OF DEFAULT
  - #186">(a) any amount of principal of, or interest on, any Note of the relevant Series is not paid on the due date thereof and such default is not remedied within a period of 15 days from such due date; or
  - #186">(b) any other obligation of the Issuer under the Notes of the relevant Series is not complied with or performed within a period of 30 days following written notification of such default given to the Fiscal Agent by the Holder of any Note of the releva...
  - #186">(c) any indebtedness of the Issuer in respect of monies borrowed by the Issuer, other than the Notes of the relevant Series, in excess of Euro 100,000,000 or its equivalent in other currencies, is not paid when due or, as the case may be, following th...
  - #186">(d) the Issuer is dissolved or all or substantially all of its assets are transferred to another entity prior to the repayment in full of the Notes of the relevant Series unless (i) all or substantially all of its assets shall be transferred to and al...
- #186">8. TAXATION
  - #186">(a) presented for payment by a Holder (or by a third party on behalf of a Holder) which is liable to such taxes, duties, assessments or governmental charges in respect of such Note or Coupon by reason of its having some connection with the Republic of...
  - #187">(b) presented for payment more than 30 days after the Relevant Date except to the extent that the relevant Holder would have been entitled to such additional amounts if it had presented such Note or Coupon on the last day of such period of 30 days; or
  - #187">(c) (except in the case of Registered Notes) presented for payment by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note, Receipt or Coupon to another Paying Agent in a Member State...
- #187">9. PAYMENTS
- #192">10. PRESCRIPTION
  - #192">10.1 Claims against the Issuer for payment of principal and interest in respect of Notes, Receipts and Coupons will be prescribed and become void unless made, in the case of principal, within ten years or, in the case of interest, five years after the...
  - #192">10.2 In relation to Definitive Notes initially delivered with Talons attached thereto, there shall not be included in any Coupon sheet issued upon exchange of a Talon any Coupon which would be void upon issue pursuant to Condition 9A.6 or the due date...
- #192">11. THE FISCAL AGENT, PAYING AGENTS, THE REGISTRAR, THE TRANSFER AGENTS, THE CALCULATION AGENT AND THE INDEXATION ADVISOR
  - #192">11.1 The initial Fiscal Agent, Principal Paying Agent, Registrar, Transfer Agent, Calculation Agent and Paris Paying Agent and their initial specified offices are specified below. Any Indexation Advisor in respect of any Notes shall be specified in t...
  - #193">11.2 The Fiscal Agent, the Paying Agents, the Registrar, the Transfer Agents, the Calculation Agent and any Indexation Advisor act solely as agents of the Issuer and, save as provided in the Fiscal Agency Agreement or any other agreement entered into ...
- #193">12. REPLACEMENT OF BEARER NOTES, CERTIFICATES, RECEIPTS, COUPONS AND TALONS
- #193">13. MEETINGS OF HOLDERS AND MODIFICATION
  - #194">(a) for all business other than voting on an Extraordinary Resolution, one tenth;
  - #194">(b) for voting on any Extraordinary Resolution other than one relating to a Reserved Matter (as defined below), one more than half; and
  - #194">(c) for voting on any Extraordinary Resolution relating to a Reserved Matter, three quarters in each case, of the outstanding nominal amount of the Notes.
  - #194">Reserved Matter means:
    - #194">(a) any proposal to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes or to alter the method of calculating the amount of any p...
    - #194">(b) to effect the exchange or substitution of the Notes for, or the conversion of the Notes into, shares, bonds or other obligations or securities of the Issuer or any other person or body corporate formed or to be formed;
    - #194">(c) to change the currency in which amounts due in respect of the Notes are payable;
    - #194">(d) to change the quorum required at any meeting or the majority required to pass an Extraordinary Resolution; or
    - #194">(e) to amend this definition.
- #195">14. NOTICES
  - #195">14.1 Notices to Holders of Bearer Notes will, save where another means of effective communication has been specified herein or in the Final Terms, be deemed to be validly given if: (a) published in a leading daily newspaper having general circulation ...
  - #195">14.2 Notices to Holders of Registered Notes will be deemed to be validly given if sent by first class mail (or equivalent) or (if posted to an overseas address) by air mail to them (or, in the case of joint Holders, to the first-named in the Register)...
- #195">15. FURTHER ISSUES AND CONSOLIDATION
  - #195">15.1 The Issuer may, from time to time without the consent of the Holders of any Notes or Coupons, create and issue further instruments, bonds or debentures having the same terms and conditions as such Notes in all respects (or in all respects except ...
  - #196">15.2 The Issuer may also from time to time, without the consent of the Noteholders, consolidate the Notes with one or more issues of other notes or debentures (Other Notes) issued by it, whether or not originally issued in the relevant currency in whi...
- #196">16. CURRENCY INDEMNITY
- #196">17. WAIVER AND REMEDIES
- #196">18. GOVERNING LAW AND SUBMISSION TO JURISDICTION
  - #196">18.1 The Notes, Certificates, Receipts, Coupons and Talons, the Fiscal Agency Agreement and the Deed of Covenant, and all non-contractual obligations arising from or connected with them, are governed by English law. No person shall have any right und...
  - #197">18.2 The Issuer irrevocably agrees for the benefit of the Holders of the Notes, Certificates, Receipts, Coupons and Talons that the courts of England shall have jurisdiction to hear and determine any suit, action or proceedings, and to settle any disp...
  - #197">18.3 The Issuer irrevocably waives any objection which it might now or hereafter have to the courts of England being nominated as the forum to hear and determine any Proceedings and to settle any Disputes and agrees not to claim that any such court is...
  - #197">18.4 The Issuer agrees that the process by which any proceedings in England are begun may be served on it by being delivered to TMF Corporate Services Limited whose address, at the date hereof, is 6 St Andrew Street, 5th Floor, London EC4A 3AE, as its...
  - #197">18.5 The submission to the jurisdiction of the courts of England shall not (and shall not be construed so as to) limit the right of the Holders of the Notes or any of them to take Proceedings in any other court of competent jurisdiction nor shall the ...
  - #197">18.6 The assets and properties of the Issuer cannot be subject to any attachment or other enforcement proceedings in the Republic of France.
- #198">Provisions Relating to the Notes whilst in Global Form
- #204">Use of Proceeds
- #204">to finance its general activities; or
- #204">to finance investments in one or more of the Eligible Green Projects (as defined below) and further described in the SNCF Réseau Green Bond Framework available on the SNCF Réseau website http://www.sncf-reseau.fr/fr/finance-durable.
#205">Description of SNCF Réseau
- #206">At the head of this rail public group, SNCF, a State-owned public entity (Etablissement public à caractère industriel et commercial … EPIC), is responsible for strategic control and management, economic coherence, and the public rail groups industr...
- #206">SNCF Réseau houses the infrastructure manager functions of the national rail network, previously split between Réseau Ferré de France, SNCF Infra and DCF.
- #206">SNCF Mobilités performs the full range of rail service operations previously performed by the incumbent, SNCF.
- #206">The Supervisory Board lays down the SNCF groups key strategic, economic, social and technical policies, and ensures that the Management Board performs the tasks set for the group.
- #206">The Management Board is tasked with supervising the operations of the SNCF group. It has the broadest powers to act on behalf of SNCF within the bounds of its corporate purpose.
- #206">Unity, as the Chairman and Deputy Chairman of the Management Board of SNCF, appointed by Order in the Council of Ministers, are respectively the Chairman of the Board of Directors of SNCF Mobilités and Chairman of the Board of Directors of SNCF Rése...
- #206">Freedom of action, as the Boards of Directors of SNCF Réseau and SNCF Mobilités are each able to make operational decisions within the scope of their responsibilities. The Rail Reform Law also provides specific guarantees of independence as regards ...
- #207">the access to the national rail infrastructure including the allocation of capacity on, and tariffs for using, this infrastructure;
- #207">operational management of traffic on the national railway;
- #208">the maintenance, including upkeep for and renewing of the national rail infrastructure;
- #208">the development, layout, consistency and enhancement of the national railway;
- #208">the management of the services infrastructure which it owns and its enhancement.
- #208">each year, the Issuer shall submit an investment plan to the French government, with details as to how this plan is to be financed (Article 4);
- #208">the Issuer shall act as prime contractor or shall delegate such authority to SNCF for certain activities (Article 6). In order to ensure the safety of persons, SNCF shall be responsible for operating the network on behalf of the Issuer;
- #208">the Issuer shall define the management principles and objectives relating to the operation and maintenance of technical and safety equipment for the French national rail network. The Issuer shall also define the principles and objectives for managin...
- #208">the Issuer shall provide SNCF with the necessary facilities and equipment to carry out the above tasks (Article 12);
- #208">SNCF shall use the French rail network to provide rail transport services (Article 13);
- #208">the Issuer shall be responsible for managing the assets transferred to it as outright owner (Article 17).
- #209">Path profitability
- #209">Meeting the transport demand for each line (major lines, regional lines, freight)
- #209">Arranging timetable windows for maintenance
- #209">A desire to bring transport links to more areas
- #209">An appreciation of economic requirements
- #209">A philosophy of sustainable development for everyone
- #210">ensure access to the railway infrastructure of the national railway network, including the allocation of the capabilities and the pricing of this infrastructure;
- #210">ensure the operational management of traffic on the national railway network;
- #210">ensure the maintenance, including servicing and renewal, of the infrastructure of the national railway network;
- #210">ensure the development, planning, coherence and enhancement of the national railway network;
- #210">ensure the management of the service facilities which it owns and their enhancement;
- #210">SFERIS, a company that carries out project works in France and provides expertise, 100% owned by the Issuer;
- #210">EURAILSCOUT BV, an on-board track inspection and analysis company, 50% owned by the Issuer;
- #210">CDG Express Etudes, a rail link project in France, between the Gare de lEst in Paris and Paris-Charles-de-Gaulle Airport, 33% owned by the Issuer;
- #210">ALTAMETRIS, a company in charge of industrialising and commercialising the acquisition, processing and valorisation of data by automated mobile vectors, mainly drones and satellites, 100% owned by the Issuer.
- #210">guarantee a high level of safety for persons and goods on the network;
- #210">improve the quality of service offered to transport operators, particularly freight;
- #211">facilitate the financial recovery of the Issuer: financial trajectory agreement that should cover, within a period of ten years from the effective date of the multi-year performance contract (contrat pluriannuel de performance), the full cost of the...
- #211">a multi-year performance contract (contrat pluriannuel de performance) (2017-2026) with the French State which was entered into between the French State and the Issuer on 20 April 2017 (the Agreement).
- #211">The golden ruleŽ principle which is contained in decree n 2017-443, dated 30 March 2017 (the 2017 Decree).
- #211"> 28 billion will be dedicated to the renewal of the railway network (i.e., 3 billion per year as of 2020).
- #211"> 2 billion (300 million per year from 2017 to 2019) will be dedicated over 10 years to industrial and technological investments (machinery, IT, etc.) to modernise and overhaul efficiently the management of the railway network.
- #211"> 4.5 billion will be invested by the French State and the local authorities in works in order to be compliant with security and accessibility requirements.
- #211"> 12 billion will be invested in the development of regional railway transport within the context of the Contrats de Plan Etat-Région (CPER).
- #218">reorganise the SNCF group to achieve greater efficiency: this will involve the transformation of the current SNCF group into a State-owned unified group (groupe public unifié) and the change of the legal status of its constituent entities into State...
#218">transfer, as part of the reorganization of the SNCF group, the entity known as Gares & Connexions to SNCF Réseau;
#218">transform the employment organisation by ceasing the recruitment of staff under the regulated railroad staff (cheminot) status, as from 1 January 2020. Current employees will continue to benefit from their current cheminot status. In parallel with s...
#218">define the modalities for a successful opening up to the competition of the French passenger railway transport activities.
- #218">the increase in TGV and freight charges would now be limited, in agreement with the ARAFER, to that of inflation;
- #219">the renewal of the network would be accelerated by increasing the investment effort as of 2022 by an additional 200 million per year, particularly on signaling;
- #219">the SNCF group has committed to reduce, by 2026, 2/3 of its competitiveness gap compared to its competitors; and
- #219">the French State would assume a substantial part of the existing debt of SNCF Réseau, i.e. 35 billion in two phases: 25 billion as of 1 January 2020 and the balance of 10 billion in 2022.
- #219">according to the announcements of the French Prime Minister on 25 May 2018 the French railway reform will give rise to a 35 billion debt relief of the Issuer (The French Railway Infrastructure Owner and Manager) by the French State, among which 25...
- #219">the debt relief will involve arranging matching loans between SNCF Réseau and the Government Debt Fund (Caisse de la Dette Publique … CDP). After that, and following authorisation from the French Parliament in the Budget Act, the government will ass...
- #219">SNCF Mobilités, as an EPIC, will transfer by way of a contribution at the net accounting value to a newly formed and wholly-owned limited liability company all its assets and liabilities related to the management of public railway stations. The fina...
- #219">SNCF Mobilités, as an EPIC, will transfer by way of a contribution at the net accounting value to a newly formed and wholly-owned limited liability company (SNCF VoyageursŽ) all its assets and liabilities related to its passengers and freight trans...
- #220">SNCF, as an EPIC, will be wound up and all its assets and liabilities will be transferred at their net accounting value through a dévolution universelle de patrimoine to SNCF Mobilités, as an EPIC.
- #220">SNCF Réseau will be transformed from an EPIC into a limited liability company, to be wholly-owned by SNCF Mobilités.
- #220">SNCF Mobilités will be transformed from an EPIC into a State wholly-owned limited liability company (société nationale à capitaux publics) and will be re-named société nationale SNCF.
- #220">two thirds of its members designated by the general meeting of the shareholders, half of such members being proposed by the French State.
- #220">one third of members designated by the employees.
- #222">Selected Financial Information (from consolidated financial statements)
- #225">Transfer Restrictions for Restricted Registered Notes in the territory of the United States of America
- #227">Subscription and Sale
  - #231">(a) has not (directly or indirectly) offered, and will not offer for sale and has not invited, and will not invite, applications for issue, or offers to purchase the Notes in or to Australia (including an offer or invitation which is received by a per...
  - #231">(b) has not distributed or published and will not distribute or publish, this Base Prospectus or any other offering material or advertisement relating to the Notes in Australia,
    - #231">(i) the minimum aggregate consideration payable by each offeree or invitee is at least A$500,000 (or its equivalent in an alternative currency) (disregarding moneys lent by the offeror or its associates) or the offer or invitation does not otherwise r...
    - #231">(ii) the offer or invitation is not made to a person who is a retail client within the meaning of section 761G of the Corporations Act 2001 of Australia;
    - #231">(iii) such action complies with all applicable laws and regulations or directives in Australia; and
    - #231">(iv) such action does not require any document to be lodged with ASIC or any other regulatory authority in Australia.
#232">HONG KONG
#232">This Base Prospectus and the applicable Final Terms have not been approved by or registered with the Securities and Futures Commission of Hong Kong or the Registrar of Companies of Hong Kong.
#232">Each Dealer has represented and agreed, and each further Dealer appointed under the Programme and each other purchaser will be required to represent and agree, that:
- #232">(a) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes (except for Notes which are a structured productŽ as defined in the Securities and Futures Ordinance (Cap.571) of Hong Kong (the SFO)) other t...
- #232">(b) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes, which...
#232">BELGIUM
#232">The following selling restriction shall apply to offers of Notes in Belgium in addition to the Public Offer Selling Restrictions under the Prospectus Directive.
#232">The Notes are not intended to be sold to Belgian Consumers. Accordingly, each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not offered or sold and will n...
#232">For these purposes, a Belgian Consumer has the meaning provided by the Belgian Code of Economic Law, as amended from time to time (Wetboek van 28 februari 2013 van economisch recht/code du 28 février 2013 de droit économique), being any natural perso...
#232">TAIWAN
- #233">(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited in...
- #233">(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,
- #235">FORM OF FINAL TERMS (LESS THAN 100,000 (OR ITS EQUIVALENT IN ANOTHER CURRENCY))
- #259">FORM OF FINAL TERMS (AT LEAST 100,000 (OR ITS EQUIVALENT IN ANOTHER CURRENCY))
- #281">Taxation
- #286">General Information
- #291">Person Responsible for Base Prospectus
#296">Autorité des marchés financiers
#296">In accordance with Articles L.412-1 and L.621-8 of the French Code monétaire et financier and with the General Regulations (Réglement Général) of the Autorité des marchés financiers (the AMFŽ), in particular Articles 212-31 to 212-33, the AMF has gra...