Bond SEUZ 4.82% ( FR0010945188 ) in EUR

SEUZ

100 % ⇌

France

FR0010945188 ( in EUR )

4.82% per year ( payment 1 time a year)

Perpetual

Prospectus brochure of the bond SUEZ FR0010945188 en EUR 4.82%, maturity Perpetual

50 000 EUR

750 000 000 EUR

21/09/2026 ( In 170 days )

SUEZ is a French multinational company specializing in water management and waste management services.

The Bond issued by SEUZ ( France ) , in EUR, with the ISIN code FR0010945188, pays a coupon of 4.82% per year.
The coupons are paid 1 time per year and the Bond maturity is Perpetual

Prospectus dated 17 September 2010
on 9/20/2010 at 5:43 PM
SUEZ ENVIRONNEMENT COMPANY
(incorporated with limited liability in the Republic of France) as Issuer
750,000,000 Undated Deeply Subordinated
Fixed to Floating Rate Notes
The 750,000,000 Undated Deeply Subordinated Fixed to Floating Rate Notes (the Notes) of Suez Environnement Company (Suez Environnement or the
Issuer) will be issued outside the Republic of France on 21 September 2010 (the Issue Date).
The principal and interest of the Notes constitute (subject to certain limitations described in "Terms and Conditions of the Notes - Status of the Notes
Payment on the Notes in the Event of Liquidation of the Issuer") direct, unconditional, unsecured and deeply subordinated obligations (titres subordonnés de
dernier rang) of the Issuer and rank and will rank pari passu among themselves and (save for certain obligations required to be preferred by French law) pari
passu with all other present or future Deeply Subordinated Notes, but subordinated to the prêts participatifs granted to the Issuer, Ordinary Subordinated
Notes and Unsubordinated Notes of the Issuer, as set out in the "Terms and Conditions of the Notes - Status of the Notes".
The Notes will bear interest (i) from (and including) the Issue Date to (but excluding) 21 September 2015 (the First Call Date), at a fixed rate of 4.82 per
cent. per annum, payable annually in arrear on or about 21 September in each year commencing on 21 September 2011, (ii) from (and including) the First
Call Date to (but excluding) 21 September 2020 (the Second Call Date), at a fixed rate per annum which shall be 2.90 per cent. above the 5-year Swap Rate
determined two Business Days prior to the First Call Date, payable annually in arrear on or about 21 September in each year commencing on
21 September 2016, and (iii) from (and including) the Second Call Date, at a floating rate calculated on the basis of 3-month EURIBOR plus a margin of
3.90 per cent. per annum, payable quarterly in arrear on or about 21 December, 21 March, 21 June, and 21 September in each year commencing on or about
21 December 2020.
Payment of interest on the Notes may be deferred at the option of the Issuer under certain circumstances, as set out in "Terms and Conditions of
the Notes - Interest - Interest Deferral".
The Issuer will have the right to redeem all of the Notes (but not some only) on the First Call Date, on the Second Call Date or upon any Floating Interest
Payment Date thereafter, as defined and further described in "Terms and Conditions of the Notes - Redemption and Purchase- Optional Redemption". The
Issuer may also, at its option, redeem all of the Notes (but not some only) on any Interest Payment Date before the Second Call Date, upon the occurrence of
certain events, including a Gross-Up Event, a Tax Deductibility Event, an Accounting Event and a Rating Methodology Event, as further described in
"Terms and Conditions of the Notes - Redemption and Purchase".
In addition, the Issuer may, further to the occurrence of a Change of Control Call Event, redeem or procure purchase for all the Notes (but not some only), as
further described in "Terms and Conditions of the Notes - Redemption and Purchase - Redemption following a Change of Control Event". If such option is
not exercised, the interest payable on the Notes will be increased by an additional margin of 5 per cent. per annum.
This Prospectus constitutes a prospectus (the Prospectus) for the purposes of Article 5.3 of Directive 2003/71/EC of the European Parliament and of the
Council of 4 November 2003 (the Prospectus Directive) and the relevant implementing measures in France, in respect of, and for the purposes of giving
information with regard to, Suez Environnement and its fully consolidated subsidiaries taken as a whole (the Group) and the Notes which, according to the
particular nature of the Issuer and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position,
profit and losses and prospects of Suez Environnement and the Group.
Application has been made for approval of this Prospectus to the Autorité des marchés financiers (the AMF) in France in its capacity as competent authority
pursuant to Article 212-2 of its Règlement Général which implements the Prospectus Directive.
Application has been made to Euronext Paris for the Notes to be listed and admitted to trading on Euronext Paris. Euronext Paris is a regulated market for the
purposes of the Markets in Financial Instruments Directive 2004/39/EC, appearing on the list of regulated markets issued by the European Commission (a
Regulated Market).
The Notes will be issued in bearer dematerialised form (au porteur) in the denomination of 50,000. The Notes will at all times be in book entry form in
compliance with Articles L.211-3 and R.211-1 of the French Code monétaire et financier. No physical documents of title (including certificats représentatifs
pursuant to Article R.211-7 of the French Code monétaire et financier) will be issued in respect of the Notes. The Notes will, upon issue, be inscribed in the
books of Euroclear France (Euroclear France) which shall credit the accounts of the Account Holders. Account Holder shall mean any authorised financial
intermediary institution entitled to hold, directly or indirectly, accounts on behalf of its customers with Euroclear France, and includes Euroclear Bank
S.A./N.V. (Euroclear) and the depositary bank for Clearstream Banking, société anonyme (Clearstream, Luxembourg).
The Notes are expected to be assigned a rating of Baa2 by Moody's Investors Service Ltd. 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.
Prospective investors should have regard to the factors described under the section headed "Risk factors" in this Prospectus.
Joint Bookrunners and Structuring Advisers
Goldman Sachs International
J.P. Morgan
Joint Bookrunners
Société Générale Corporate &
BNP PARIBAS
HSBC
Investment Banking
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This Prospectus should be read and construed in conjunction with any supplement that may be published
from time to time and with all documents incorporated by reference herein (see "Documents Incorporated by
Reference") (together, the Prospectus).
Certain information contained in this Prospectus and/or documents incorporated herein by reference have
been extracted from sources specified in the sections where such information appears. The Issuer confirms
that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain
from information published by the above sources, no facts have been omitted which would render the
information reproduced inaccurate or misleading. The Issuer has also identified the source(s) of such
information.
No person has been authorised to give any information or to make any representation other than those
contained in this Prospectus in connection with the issue or sale of the Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer or any of the
Joint Bookrunners (each as defined in "General Description of the Notes"). Neither the delivery of this
Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication
that there has been no change in the affairs of the Issuer or those of the Group since the date hereof or the
date upon which this Prospectus has been most recently supplemented or that there has been no adverse
change in the financial position of the Issuer or that of the Group since the date hereof or the date upon
which this Prospectus has been most recently supplemented or that any other information supplied in
connection with the issue of the Notes is correct as of any time subsequent to the date on which it is supplied
or, if different, the date indicated in the document containing the same.
The distribution of this Prospectus and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and the
Joint Bookrunners to inform themselves about and to observe any such restriction.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN
EXCEPTIONS, NOTES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS. FOR A DESCRIPTION OF CERTAIN
RESTRICTIONS ON OFFERS AND SALES OF NOTES AND ON DISTRIBUTION OF THIS PROSPECTUS,
SEE "SUBSCRIPTION AND SALE".
No action has been taken by the Issuer or the Joint Bookrunners which would permit a public offering of the
Notes or distribution of this Prospectus in any jurisdiction where action for that purpose is required.
Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Prospectus nor any
offering material may be distributed or published in any jurisdiction, except under circumstances that will
result in compliance with any applicable laws and regulations and the Joint Bookrunners have represented
that all offers and sales by them will be made on the same terms. Persons into whose possession this
Prospectus comes are required by the Issuer and the Joint Bookrunners to inform themselves about and to
observe any such restriction.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Joint
Bookrunners to subscribe for, or purchase, the Notes.
The Joint Bookrunners have not separately verified the information contained in this Prospectus. None of the
Joint Bookrunners makes any representation, express or implied, or accepts any responsibility, with respect
to the accuracy or completeness of any of the information in this Prospectus. Neither this Prospectus nor any
information incorporated by reference in this Prospectus is intended to provide the basis of any credit or
other evaluation and should not be considered as a recommendation by the Issuer or the Joint Bookrunners
that any recipient of this Prospectus or any information incorporated by reference should subscribe for or
purchase the Notes. In making an investment decision regarding the Notes, prospective investors must rely
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on their own independent investigation and appraisal of the Issuer, its business and the terms of the offering,
including the merits and risks involved. For further details, see "Risk Factors" herein. The contents of this
Prospectus are not to be construed as legal, business or tax advice. Each prospective investor should
subscribe for or consult its own advisers as to legal, tax, financial, credit and related aspects of an
investment in the Notes. None of the Joint Bookrunners undertakes to review the financial condition or
affairs of the Issuer or the Group after the date of this Prospectus nor to advise any investor or potential
investor in the Notes of any information coming to the attention of any of the Joint Bookrunners.
The consolidated financial statements of the Issuer and the Group for the years ended 31 December 2009
and 31 December 2008 have been prepared in accordance with IFRS.
In connection with this issue, Goldman Sachs International and J.P. Morgan Securities Ltd. (the Stabilising
Managers) (or persons acting on behalf of the Stabilising Managers) may over-allot Notes or effect
transactions with a view to supporting the market price of the Notes at a level higher than that which might
otherwise prevail. However, there is no assurance that the Stabilising Managers (or persons acting on their
behalf) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any
time, but it must end no later than the earlier of 30 days after the Issue Date and 60 days after the date of the
allotment of the Notes. Any stabilisation action or over-allotment must be conducted by the Stabilising
Managers (or person(s) acting on their behalf) in accordance with all applicable laws and rules.
In this Prospectus, unless otherwise specified or the context otherwise requires, references to , Euro, EUR
or euro are to the single currency of the participating member states of the European Economic and
Monetary Union which was introduced on 1 January 1999.
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FORWARD-LOOKING STATEMENTS
This Prospectus contains certain statements that are forward-looking including statements with respect to the
Issuer's business strategies, expansion and growth of operations, trends in its business, competitive
advantage, and technological and regulatory changes, information on exchange rate risk and generally
includes all statements preceded by, followed by or that include the words "believe", "expect", "project",
"anticipate", "seek", "estimate" or similar expressions. Such forward-looking statements are not guarantees
of future performance and involve risks and uncertainties, and actual results may differ materially from those
in the forward-looking statements as a result of various factors. Potential investors are cautioned not to place
undue reliance on forward-looking statements, which speak only as of the date hereof.
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TABLE OF CONTENTS
Section
Page
Risk Factors..................................................................................................................................................6
General Description of the Notes ................................................................................................................27
Documents on Display................................................................................................................................35
Documents Incorporated by Reference........................................................................................................36
Information Incorporated by Reference in Respect of Suez Environnement Company .................................37
Terms and Conditions of the Notes .............................................................................................................41
Use of Proceeds ..........................................................................................................................................60
Description of the Issuer .............................................................................................................................61
Recent Developments .................................................................................................................................68
Taxation .....................................................................................................................................................84
Subscription and Sale .................................................................................................................................88
General Information ...................................................................................................................................92
Persons responsible for the information given in the prospectus ..................................................................93
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RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes. All
of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a
view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated
with Notes are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in
Notes, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with the
Notes may occur for other reasons and the Issuer does not represent that the statements below regarding the
risks of holding the Notes are exhaustive. Prospective investors should also read the detailed information set
out elsewhere in this Prospectus (including any documents incorporated by reference herein) and reach their
own views prior to making any investment decision.
For the purpose of this section headed "Risk factors", the Group is defined as the Issuer and its subsidiaries.
The order in which the following risks factors are presented is not an indication of the likelihood of their
occurrence.
(A)
Risk Factors relating to the Issuer
1. Risks related to the Group's business sector
The Group faces steady competition
The Group's services are subject to strong competitive pressure from major international operators
and, in some markets, from "niche" players. New industrial and financial players invest in markets by
adopting aggressive strategies, which are supported by investment funds. In addition, the Group also
faces competition from public sector operators in some markets (for example, the semi-public
companies in France or the Stadtwerke in Germany). Finally, for contracts previously awarded by
public authorities, some cities may desire to retain or assume direct management of water and waste
services (notably in the form of public control, "régie") instead of depending on private operators.
This strong competitive pressure, which could increase in a context of consolidation among private
entities (which is already underway in the waste sector in Europe, more specifically, in the United
Kingdom, Germany, and the Benelux countries), may put pressure on the sales prices for the services
offered by the Group and lead to major contracts not being renewed and greater difficulties in
obtaining new contracts, which could have a negative impact on the activity, earnings, and outlook of
the Group.
The risk of pressure on sales prices is exacerbated in the waste treatment sector in some countries,
where the Group may see the profitability of its facilities reduced due to a reduction in the rate of use
resulting from the development of overcapacity.
Moreover, in order to offer services that are comparable or better than those offered by its
competitors, the Group may have to develop new technologies and services, thus enabling it to
generate additional revenues, which brings with it substantial costs that could have a negative impact
on the financial position and earnings of the Group.
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Finally, certain technological choices made by the Group to remain competitive or conquer new
markets may not produce the expected results and may have a negative impact on the Group's
activity, earnings or outlook.
Some Group services are sensitive to economic cycles
Fiscal year 2008 was characterised by the emergence of the crisis, particularly the banking and
financial crisis, followed by the economic and manufacturing crisis. Because of its activities, the
Group is sensitive to these economic factors, whose potential impact is described below.
In particular, the economic crisis that began in late 2008 resulted in a slowdown in the business of the
Group's major clients and therefore contributed to a decline in demand for water-and waste-related
services. This in turn impacted the Group's sales volume and profits. The Group's broad geographic
and industry diversification offers only partial protection against this risk.
Some Group services, particularly services to industrial clients, both in the water and waste
segments, are sensitive to economic cycles. Since the Group is mainly present in Europe, the United
States, and Asia-Pacific, a portion of its activity is sensitive to changes in the economic conditions of
these geographic regions. Any economic slowdown in a country where the Group is present lowers
consumption as well as investments and industrial production and, therefore, negatively impacts
demand for the services offered by the Group, which could in turn have a negative impact on the
Group's activity, earnings, and outlook.
The Group's water activities are sensitive to changes in consumption patterns
A combination of many social, regulatory and climatic factors slow the growth of water consumption.
A reduction in volumes consumed is being observed in the supplying of drinking water in some
developed countries, due notably to water saving programs established by public authorities and
industrialists and the widespread idea that water is a resource that needs to be protected. For example,
in France, the Group estimates that on average, the volume of water billed has declined by roughly 1
per cent. per year, over the last fifteen years.
The gain in productivity achieved by the Group and the fact that some contracts provide for a fee
portion that is independent of volume consumed, have allowed the Group to respond to this reduction
in volume. Moreover, the Group is developing services with greater added value in both the
production and distribution of drinking water and wastewater treatment, notably by helping public
authorities meet their obligation in responding to changes in the regulations.
However, if these efforts are insufficient in the future to offset the reduced volume, the Group may
experience a negative impact on its activity, earnings and outlook.
The Group's water activities are sensitive to weather conditions
The Group's earnings in the water sector can be affected by significant weather changes.
For example, in France, exceptional rainfall caused a reduction in water consumption in 2007, while
episodes of hot weather generated greater water consumption in 2003. Therefore, exceptional
rainfalls may have a negative impact on the Group's activity and earnings.
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The Group is vulnerable to fluctuations in some commodity and energy prices
The Group's activities heavily consume raw materials and energy, more specifically oil and
electricity, and therefore the Group is vulnerable to their price fluctuations.
Although the Group's contracts generally include indexing mechanisms, the Group cannot guarantee
that these mechanisms will cover all of the additional costs generated by an increase in electricity and
oil prices, particularly for long-term contracts. In addition, some contracts entered into by the Group
do not include indexing provisions. Accordingly, any major increase in the price of electricity or oil
could have a negative impact on the Group's earnings and outlook.
Moreover, the Group's waste activities lead to the production of plastic, wood, cardboard, metals, and
electricity; a significant decrease in their price could affect the profitability of some investments or
the economic balance of certain contracts and have a negative impact on the Group's activity,
earnings, and outlook.
The Group's businesses are subject to increasingly stringent environmental, health, and safety
regulations
The Group's businesses are subject to environmental protection, public health, and safety rules that
are increasingly restrictive and differ from country to country. These rules notably apply to water
discharge, the quality of drinking water, waste treatment, soil and water table contamination, and the
quality of smoke and gas emissions.
Despite efforts by the Group to comply with the applicable regulations, there are still many risks that
result from the vagueness of some regulatory provisions or the fact that regulatory bodies can amend
their enforcing instructions and that major developments in the legal framework may occur. In
addition, the competent regulatory bodies have the power to institute administrative or legal
proceedings against the Group, which could lead to the suspension or revocation of permits or
authorisations the Group holds, or injunctions to cease or abandon certain activities or services, fines,
or civil liabilities or criminal penalties, which could negatively and significantly affect the Group's
public image, activity, financial position, earnings, and outlook.
Moreover, amending or strengthening regulatory provisions could engender additional costs or
expenses for the Group. As a result of such measures, the Group might have to reduce, temporarily
interrupt, or even discontinue engaging in one or several activities without having the assurance that
it will be able to make up for the corresponding losses. Regulatory changes may also affect prices,
margins, investments and operations, and, consequently the Group's activity, earnings, and outlook.
The applicable regulations involve investment and operating costs not only for the Group but also for
its customers, particularly the contracting local or regional public authorities, due notably to
compliance obligations. Failure by the customer to meet its obligations could injure the Group as the
operator and harm its reputation and capacity for growth.
Finally, even if the Group complies with applicable regulations, it cannot monitor the quality of the
water in all areas of its network. Accordingly, for several years now, France is pursuing a policy of
eliminating lead service pipes, with a deadline of 2013. The Group is offering to replace its
customers' pipes to achieve these objectives. This work involves renegotiating the affected contracts.
However, the Group cannot exclude the possibility that the goal to eliminate lead by 2013 will not be
reached because of the presence of lead in pipes for which individuals are responsible and over which
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the Group has no control. Any contamination of the water distributed, regardless of the source of the
contamination, could have a negative impact on the Group's public image.
Despite the monitoring systems implemented, it is impossible to predict all regulatory changes.
However, the Group, by engaging in its businesses in several countries, each with its own regulatory
system, diversifies this risk. Furthermore, certain regulatory changes actually offer new market
opportunities for the Group's businesses.
Certain Group activities require administrative authorisations, which can be difficult to obtain, be
challenged, not be renewed, or which may encounter conditions that make them significantly
harder to obtain
Performing the Group's activities assumes that it holds various permits and authorisations, which
often require a long, costly, and seemingly arbitrary procedure to obtain or renew.
Moreover, the Group may face opposition from local citizens for operating certain facilities
(specifically the operation of landfills, incinerators, or wastewater treatment plants) citing nuisances,
degradations of the landscape, or, more generally, damage to the environment, making it more
difficult for the Group to obtain construction or operating permits and authorisations or resulting in
non-renewal or even challenges.
Finally, the conditions attached to authorisations and permits that the Group has obtained could be
made substantially more stringent by the competent authorities.
The Group's failure to obtain or a delay in obtaining a permit or authorisation, non-renewal of or a
challenge to a permit or authorisation, or significantly more stringent conditions associated with the
authorisations and permits obtained by the Group could have a negative impact on its activity,
financial position, earnings, outlook, and development.
Measures taken on the national, European and global level against climate change could represent
both a risk and an opportunity for the Group
Following the Kyoto Protocol and subsequent agreements, the battle against climate change has
spread and has translated into burgeoning regulations under environmental and tax law in France, in
Europe and internationally. This trend could have a very significant impact on the economic models
based on the emerging risk of waste activities being included in carbon accounting in some countries.
On the other hand, incorporating CO2 restrictions together with provisions to support renewable
energies and other regulatory and tax provisions complicates the economic model in the waste
business and places greater pressure than in the past on guiding treatment methods toward energy
recovery for the production of renewable energies. Over the medium term, efforts are focused on
increasing the proportion of low-carbon energy sources (for example, fuel substitutes produced from
waste), promoting the capture of biogas at landfills, taking into consideration energy produced from
this biogas, and energy produced by sludge and biowaste anaerobic digestion and energy from waste
(incineration) as a source of renewable energy.
2. Risks related to the Group's business activities
Operating under long-term contracts could penalise the Group's activities
The Group carries out most of its business activities under long-term contracts with terms of 30 years
or more. The conditions for performing these long-term contracts may be different from those that
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existed or that were anticipated at the time the contract was entered into and may change the balance
of the contract, particularly the financial balance.
The Group makes every effort to obtain contractual mechanisms that allow it to adjust the balance of
the contract in response to changes in certain significant economic, social, technical, or regulatory
conditions. However, not all long-term contracts entered into by the Group have such mechanisms.
Moreover, when the contracts entered into by the Group contain such adjustment mechanisms, the
Group cannot guarantee that its co-contracting partner will agree to implement them or that they will
be effective in re-establishing the financial balance of the contract.
The absence or potential ineffectiveness of the adjustment mechanisms provided for by the Group in
its contracts or the refusal of a co-contracting partner to implement them could have a negative
impact on the Group's financial situation, earnings, and outlook.
The Group is exposed to a risk that public authorities will unilaterally terminate or amend their
contracts
The contracts entered into by the Group with public authorities make up a significant share of its
revenues. However, in most of the countries in which the Group has a presence, including France,
public authorities have the right, under certain circumstances, to unilaterally amend or even terminate
the contract subject to compensation by the co-contracting partner.
In the event of such unilateral amendments or terminations of contracts by co-contracting public
authorities, the Group cannot guarantee that it will be able to obtain partial or full compensation,
particularly in emerging countries, which could have a negative impact on its activity, financial
position, and earnings.
Nonetheless, the diversity of the Group's businesses and of their geographical location implies a
considerable diversity of situations.
The Group may encounter difficulties in implementing its external growth strategy
The Group's development strategy involves conducting development or external growth operations
through the acquisition of assets or companies and interests or alliances in the waste and water
businesses and geographic areas in which the Group wishes to expand. The Group may be unable,
given the competitive environment, to successfully complete development or external growth
operations that it is planning based on its investment criteria, which could have a significant negative
impact on the implementation of this strategy.
Moreover, external growth operations may involve a number of risks related to integrating the
acquired businesses or the personnel, difficulty in generating the synergies and/or savings expected,
and the appearance of unexpected liabilities or costs. The occurrence of one or more of these risks
could have a negative impact on the activity, financial position, earnings, or outlook of the Group.
The Group operates in a number of emerging countries with additional risks
Although the Group's business activities are concentrated mainly in Europe, the United States, and
the Asia-Pacific region, the Group also conducts business in other markets, notably in certain
emerging countries. The Group's activities in these countries involve a certain number of risks that
are higher than in developed countries, such as volatility in the GDP, relative economic and
governmental instability, sometimes major amendments to, or imperfect application of regulations,
the nationalisation and expropriation of private property, payment collection difficulties, social
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