Bond Sud-France Autoroutes 3.343% ( FR0011637750 ) in EUR

Sud-France Autoroutes

100 % ▲

France

FR0011637750 ( in EUR )

3.343% per year ( payment 1 time a year)

21/11/2028 - Bond has expired

Prospectus brochure of the bond Autoroutes du Sud de la France FR0011637750 in EUR 3.343%, expired

Autoroutes du Sud de la France (ASF) is a French motorway operator managing a network of toll motorways primarily in the southern part of the country.

ASF (FR0011637750) 3.343% EUR bonds, issued in France, matured on November 21, 2028, and have been redeemed at 100% of face value with a single annual coupon payment.

BASE PROSPECTUS
(incorporated as a société anonyme in France)
Euro 8,000,000,000
Euro Medium Term Note Programme
Due from one year from the date of original issue
Under the Euro Medium Term Note Programme (the Programme) described in this base prospectus (the Base Prospectus), Autoroutes du Sud de la
France (the Issuer or Autoroutes du Sud de la France or ASF), subject to compliance with all relevant laws, regulations and directives, may from time
to time issue Euro Medium Term Notes (the Notes). The aggregate nominal amount of Notes outstanding will not at any time exceed Euro 8,000,000,000
(or the equivalent in other currencies).
This Base Prospectus replaces and supersedes the base prospectus dated 8 June 2012 as supplemented by the supplements dated 7 August 2012, 20
November 2012, 19 February 2013 and 6 May 2013.
Application has been made to the Commission de surveillance du secteur financier (CSSF) in Luxembourg for approval of this Base Prospectus in its
capacity as competent authority under the "loi relative aux prospectus pour valeurs mobilières" dated 10 July 2005 as amended, which implements
Directive 2003/71/EC of 4 November 2003 as amended on the prospectus to be published when securities are offered to the public or admitted to trading.
In the line with the provisions of article 7 (7) of the loi relative aux prospectus pour valeurs mobilières dated 10 July 2005, the CSSF assumes no
responsibility as to the economic and financial soundness of the transaction and the quality or solvency of the Issuer. Application may be made to the
Luxembourg Stock Exchange during the period of 12 months from the date of the approval of this Base Prospectus by the CSSF for Notes issued under
the Programme to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg
Stock Exchange. The Regulated Market of the Luxembourg Stock Exchange is a regulated market for the purposes of Directive 2004/39/EC (a Regulated
Market). However, Notes issued pursuant to the Programme may also be unlisted or listed and admitted to trading on any other market including any
Regulated Market in any member state of the European Economic Area (the EEA). The relevant final terms (the Final Terms) (a form of which is
contained herein) in respect of the issue of any Notes will specify whether or not such Notes will be admitted to trading, and, if so, the relevant Regulated
Market.
Notes may be issued either in dematerialised form (Dematerialised Notes) or in materialised form (Materialised Notes) as more fully described herein.
Dematerialised 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 will be issued in respect of the Dematerialised Notes.
Dematerialised Notes may, at the option of the Issuer, be in bearer dematerialised form (au porteur) inscribed as from the issue date in the books of
Euroclear France (Euroclear France ) (acting as central depositary) which shall credit the accounts of Account Holders (as defined in "Terms and
Conditions of the Notes - Form, Denomination, Title and Redenomination") including Euroclear Bank S.A./N.V. (Euroclear) and the depositary bank for
Clearstream Banking, société anonyme (Clearstream, Luxembourg) or in registered dematerialised form (au nominatif) and, in such latter case, at the
option of the relevant Noteholder (as defined in Condition 1(c)(iv)), in either fully registered form (au nominatif pur), in which case they will be inscribed
either with the Issuer or with the registration agent (designated in the relevant Final Terms) for the Issuer, or in administered registered form (au
nominatif administré) in which case they will be inscribed in the accounts of the Account Holders designated by the relevant Noteholders.
Materialised Notes will be in bearer materialised form only and may only be issued outside France. A temporary global certificate in bearer form without
interest coupons attached (a Temporary Global Certificate) will initially be issued in connection with Materialised Notes. Such Temporary Global
Certificate will be exchanged for Definitive Materialised Notes in bearer form with, where applicable, coupons for interest attached, on or after a date
expected to be on or about the 40th day after the issue date of the Notes (subject to postponement as described in "Temporary Global Certificates issued
in respect of Materialised Bearer Notes") upon certification as to non U.S. beneficial ownership as more fully described herein.
Temporary Global Certificates will (a) in the case of a Tranche (as defined in "General Description of the Programme") intended to be cleared through
Euroclear and/or Clearstream, Luxembourg, be deposited on the issue date with a common depositary on behalf of Euroclear and/or Clearstream,
Luxembourg and (b) in the case of a Tranche intended to be cleared through a clearing system other than or in addition to Euroclear and/or Clearstream,
Luxembourg or delivered outside a clearing system, be deposited as agreed between the Issuer and the relevant Dealer (as defined below).
The Programme has been rated BBB+ by Standard & Poor's Credit Market Services Europe Limited (S&P) and Baa1 by Moody's Investors Service Ltd.
(Moody's). The Issuer has been rated BBB+ by S&P and Baa1 by Moody's. Notes issued under the Programme may be rated or unrated. Notes, whether
Unsubordinated or Subordinated (all as defined in "General Description of the Programme"), will have such rating, if any, as is assigned to them by the
relevant rating organisation as specified in the relevant Final Terms. Where an issue of Notes is rated, its rating will not necessarily be the same as the
rating assigned under the Programme. 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.
As at the date of this Base Prospectus, S&P and Moody's are established in the European Union and registered under Regulation (EU) No. 1060/2009 of
the European Parliament and of the Council dated 16 September 2009, as amended by Regulation (EU) No. 513/2011 (the "CRA Regulation"), and
included in the list of registered credit rating agencies published by the European Securities and Markets Authority on its website
(www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation.
See "Risk Factors" below for certain information relevant to an investment in the Notes to be issued under the Programme.
Arranger
NATIXIS
Dealers
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
BARCLAYS
BNP PARIBAS
COMMERZBANK
CREDIT AGRICOLE CIB
HSBC
J.P. MORGAN
MITSUBISHI UFJ SECURITIES INTERNATIONAL PLC
MIZUHO SECURITIES
NATIXIS
SANTANDER GLOBAL BANKING & MARKETS
SMBC NIKKO
SOCIETE GENERALE CORPORATE & INVESTMENT BANKING
THE ROYAL BANK OF SCOTLAND
UBS INVESTMENT BANK
UNICREDIT BANK
The date of this Base Prospectus is 5 June 2013

This Base Prospectus (together with all supplements thereto from time to time), constitutes a base
prospectus for the purposes of article 5.4 of Directive 2003/71/EC of the European Parliament and of the
Council of 4 November 2003, as amended from time to time (in particular by Directive 2010/73/EU dated 24
November 2010 to the extent implemented in any relevant Member State) (the "Prospectus Directive") and
contains all relevant information concerning the Issuer which is necessary to enable investors to make an
informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the
Issuer and its subsidiaries (together with the Issuer, the "Group"), as well as the base terms and conditions
of the Notes to be issued under the Programme. The terms and conditions applicable to each Tranche (as
defined in "General Description of the Programme") not contained herein (including, without limitation, the
aggregate nominal amount, issue price, redemption price thereof, and interest, if any, payable thereunder)
will be determined by the Issuer and the relevant Dealer(s) at the time of the issue on the basis of the then
prevailing market conditions and will be set out in the relevant Final Terms.
This Base Prospectus is to be read in conjunction with any document and/or information which is or may be
incorporated herein by reference in accordance with article 15 of the Loi relative aux prospectus pour valeurs
mobilières dated 10 July 2005 as amended implementing the Prospectus Directive in Luxembourg and
article 28 of the European Commission Regulation N°809/2004 dated 29 April 2004 as amended (see
"Documents incorporated by Reference" below).
No person has been authorised to give any information or to make any representation other than those
contained in this Base 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
Dealers or the Arranger (each as defined in "General Description of the Programme"). Neither the delivery
of this Base Prospectus nor any sale made in connection herewith shall, under any circumstances, create any
implication that there has been no change in the affairs of the Issuer or the Group since the date hereof or
the date upon which this Base Prospectus has been most recently supplemented or that there has been no
adverse change in the financial position of the Issuer or the Group since the date hereof or 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 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.
Certain information contained in this Base Prospectus and/or documents incorporated herein by reference
has 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.
The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Base Prospectus comes are required by the Issuer, the
Dealers and the Arranger 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 (the
Securities Act) or with any securities regulatory authority of any state or other jurisdiction of the United
States and may include Materialised Notes in bearer form that are subject to U.S. tax law requirements.
Subject to certain exceptions, Notes may not be offered, sold or, in the case of Materialised Notes in bearer
form, 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) or, in the case of Materialised Notes in bearer form, the
U.S. Internal Revenue Code of 1986, as amended (the U.S Internal Revenue Code and the regulations
thereunder). For a description of certain restrictions on offers and sales of Notes and on distribution of this
Base Prospectus, see "Subscription and Sale".
This Base Prospectus has not been submitted to the clearance procedures of the Autorité des marchés
financiers.
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Dealers or the Arranger to subscribe for, or purchase, any Notes.
The Arranger and the Dealers have not separately verified the information contained in this Base
Prospectus. None of the Dealers or the Arranger makes any representation, express or implied, or accepts
any responsibility, with respect to the accuracy or completeness of any of the information in this Base
Prospectus. Neither this Base Prospectus nor any other information supplied in connection with the
2

Programme (including any information incorporated by reference) are intended to provide the basis of any
credit or other evaluation and should not be considered as a recommendation by any of the Issuer, the
Arranger or the Dealers that any recipient of this Base Prospectus or any other information supplied in
connection with the Programme (including financial statements) should purchase the Notes. Each
prospective investor of Notes should determine for itself the relevance of the information contained in this
Base Prospectus and its purchase of Notes should be based upon such investigation as it deems necessary.
None of the Dealers or the Arranger undertakes to review the financial condition or affairs of the Issuer or
the Group during the life of the arrangements contemplated by this Base Prospectus nor to advise any
investor or potential investor in the Notes of any information coming to the attention of any of the Dealers or
the Arranger.
In connection with the issue of any Tranche (as defined in "General Description of the Programme"), the
Dealer or Dealers (if any) named as the stabilising manager(s) (the Stabilising Manager(s)) (or persons
acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may over-allot Notes or effect
transactions with a view to supporting the market price of the Notes at a level higher than that which might
otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on
behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or
after the date on which adequate public disclosure of the final terms of the offer of the relevant Tranche is
made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the
issue date of the relevant Tranche and 60 days after the date of the allotment of the relevant Tranche.
In this Base 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, references to "$", "USD" and
"U.S. Dollars" are to the lawful currency of the United States of America, references to "¥", "JPY",
"Japanese yen" and "Yen" are to the lawful currency of Japan and references to "Swiss francs" or "CHF"
are to the lawful currency of Switzerland.
In this Base Prospectus, any discrepancies in any table between totals and the sums of the amounts listed in
such table are due to rounding.
3

TABLE OF CONTENTS
RISK FACTORS RELATING TO THE ISSUER AND ITS OPERATIONS ........................................................ 5
RISK FACTORS RELATING TO THE NOTES ................................................................................................. 11
DOCUMENTS INCORPORATED BY REFERENCE ........................................................................................ 17
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THIS BASE PROSPECTUS................... 19
SUPPLEMENT TO THE BASE PROSPECTUS ................................................................................................. 20
GENERAL DESCRIPTION OF THE PROGRAMME ........................................................................................ 21
TERMS AND CONDITIONS OF THE NOTES .................................................................................................. 26
TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED BEARER NOTES 62
USE OF PROCEEDS............................................................................................................................................ 64
DESCRIPTION OF THE ISSUER........................................................................................................................ 65
RECENT DEVELOPMENTS............................................................................................................................... 92
DOCUMENTS ON DISPLAY.............................................................................................................................. 93
SUBSCRIPTION AND SALE .............................................................................................................................. 94
FORM OF FINAL TERMS................................................................................................................................... 98
TAXATION ........................................................................................................................................................ 113
GENERAL INFORMATION.............................................................................................................................. 117
4

RISK FACTORS RELATING TO THE ISSUER AND ITS OPERATIONS

Operating risks
Concentration of revenue sources
97.8 per cent of the sales turnover (excluding revenue from construction work) of the Autoroutes du Sud de la
France (ASF) group (the ASF Group or the Group) consists of toll revenues received under its three present
concession agreements. These concession agreements are the ASF network concession agreement expiring in 2033
(the ASF Concession Agreement), the Escota network concession agreement expiring in 2027 (the Escota
Concession Agreement) and, to a lesser extent, the Puymorens tunnel concession agreement signed by ASF and
expiring in 2037 (the Puymorens Concession Agreement). Since it entered the VINCI Group in 2006, ASF has
ceased to compete for new concession agreements, development of new concessions being managed by VINCI
Concessions, a dedicated entity of the VINCI Group.
The remainder of turnover is generated by
- royalties related to sub-concessions (motorway service stations, hotels and restaurants) (1.4 per cent);
- rental of optical fibre networks to telecommunication operators (0.5 per cent);
- and by operation, maintenance and advisory activities linked to motorways infrastructures exercised by
ASF and its subsidiaries through service contracts (0.3 per cent).
Activity outside France is insignificant.
The ASF Group is almost entirely dependent on the revenues generated by its two main concession agreements, the
ASF Concession Agreement and the Escota Concession Agreement. This risk is, however, mitigated by the size of
the Group network and the number of routes covered, which provides major trunk routes comprising essential
international transit roads within France.
Conversely, the Issuer considers that the risks related to the diversification of its business are very limited.
Change in traffic and toll receipts
Toll receipts, which represent the bulk of ASF Group revenues, depend on the number of paying vehicles, tariffs
and the network's ability to absorb traffic.
A certain number of factors, such as the quality, convenience and travel time of toll-free roads or toll motorways
that are not part of the ASF Group networks, the economic climate and fuel prices in France, environmental
legislation (including measures to restrict motor vehicle use in order to reduce air pollution), new taxes levied on
road infrastructure users, the existence of alternative modes of transport (in particular rail and air travel) and road
user's resistance to tolls, which are linked to inflation, would have an impact on traffic volumes, which is currently
difficult to estimate.
Tariffs and tariff increases are determined by the concession agreements. The ASF Group can give no assurance
that the tariffs the Group is authorised to charge will be sufficient to guarantee an adequate level of profitability.
Moreover, a change in the toll collection technologies in France (such as in other European countries) may also be
contemplated. However, it is not possible to estimate all the consequences in term of revenues and costs for ASF at
this stage.
Changes in the inflation rate
Toll rate adjustments are based on annual changes in the French consumer price index (excluding tobacco).
Accordingly, ASF is exposed to the risk of a decline in the rate of inflation. A decrease in the inflation rate would
result in lower toll rate increases, which could adversely affect the evolution of ASF's net operating cash flows.
Conversely, an increase in the inflation rate would result in toll rate increases which could have an adverse effect
on traffic.
5

Traffic saturation on certain motorways
Some of ASF's urban motorways are saturated and become over-saturated only at certain periods of the year.
These sections represent only a few percentages of traffic revenues. Moreover, traffic congestion appears during
peak periods, especially in summer, on some of ASF's motorways including the A7 (section located in the Rhone
Valley) and the A9. The ASF Group is working with the State and the relevant local authorities to identify
solutions to reduce traffic to acceptable levels. However, no assurance can be given that the saturation problems
will be resolved at an acceptable cost to ASF, or that the problems will not lead to new concessions being awarded
to competitors. At present, the ASF Group estimates that traffic saturation does not have a material impact on its
revenues.
Regulatory environment
The ASF Group operates in a highly regulated environment and its results are influenced by government road
policies.
As in all highly regulated industries, regulatory changes could affect the company's business. However, in the
event of a substantial change in technical regulations related directly to the concession or a substantial change in
the taxation system or the introduction of new taxes specific to motorway operators that could seriously impair the
financial equilibrium of concession operations, the concession agreements stipulate that the Group and the French
State (the State or the French State) will mutually negotiate compensatory measures in the interest of the
continued provision of the public service.
State termination and buy-out option
Since 1 January 2012, the State has the right to buy back the concession, for reasons of public interest, on 1
January of each year, subject to giving one year's notice.
If the buyback option is exercised, the concessionaire will be entitled to compensation corresponding to the loss
suffered by it as a result of the termination, the amount of which, net of taxes due on its receipts and after taking
into account all deductible costs, will be equal to the fair value of the concession being bought back, estimated in
accordance with the method for calculating the present value of available after-tax cash-flows. (See Description of
the Issuer 1.4: "State buyback option").
In addition, the State may terminate the concession agreement due to a serious breach of the company's contractual
obligations (except in case of force majeure). In this case, the concession would be awarded to a new operator
under a competitive bidding process and the company would receive the bid price paid by the new concessionaire
(See Description of the Issuer 1.4: "Termination for default").
However, the ASF Group can give no assurance that this price will cover all of its liabilities. Moreover, if no
operator were found, the Group would be entitled to no compensation.
Expiry of concession agreements, return of assets to the State
Substantially all of ASF Group revenues are derived from operations under the ASF Concession Agreement and
the Escota Concession Agreement. When the concessions expire, ASF and Escota will be required to surrender
substantially all of the related assets to the State, without compensation.
Increased competition
The ASF Group is exposed to competition from alternative road networks and also from alternative modes of
transport (in particular rail and air travel).
Competition from alternative road networks is currently low.
For North/South traffic, the A75 from Clermont-Ferrand to Montpellier has generated minor competition for ASF
motorways A7, A9 and A20.
The most significant competition from toll-free roads concerns the A10, which competes with the RN10 between
Poitiers and Saint-André-de-Cubzac (North of Bordeaux). This section of the RN10 (200 km long) is almost
entirely four-lane and the route followed is around 20 km shorter than that taken by the A10. Nearly 80 per cent of
the heavy goods vehicles and 20 per cent of light vehicles that use the A10 north of Poitiers to go to Bordeaux
choose this stretch of the RN10.
6

French transport policy currently focuses on restoring the balance among the various modes of transport. Efforts
are being made to limit heavy goods vehicle traffic by encouraging freight back onto rail, with the target of at least
doubling rail freight in the next ten years. At the European level, the European Commission's 2001 White Paper
targets the rebalancing of modes of transport not in the next ten years but by 2030. This less ambitious goal takes
into account the fact that only a small proportion of freight is currently carried by rail, and transport by lorry is
unavoidable over short distances, where there is no alternative mode sufficiently tailored to the needs of the
economy. ASF consider that competition from rail is currently limited.
Up to now, passenger traffic on the high-speed train links does not represent a material source of competition for
ASF and Escota networks, as illustrated by the traffic trend in the motorways following the same routes over the
past years.
Labour unrest and damage or destruction of sections of the Group's motorways could adversely affect the
Group's revenues, results of operations and financial condition
Like all motorway concessionaires, ASF and Escota face potential risks from labour unrest, natural disasters such
as earthquakes, flooding, landslides or subsidence, collapse or destruction of sections of motorway or the spillage
of hazardous substances. The occurrence of any such events could lead to a significant decline in toll revenues
from the Group's motorways or a significant increase in expenditures for the operation, maintenance or repair of
the Group Network. Although the Group carries all risk and accident insurance, there can be no assurance that
these policies cover all of the incremental costs resulting from damage to the network. ASF and Escota do not carry
business interruption insurance covering the loss of toll receipts as a result of strike action or blockages of toll
booths by protestors or as a result of accidents or damage to roads, tunnels or bridges.
In relation to tunnels, following the Mont Blanc tunnel accident, the State imposed certain requirements relating to
safety for tunnels longer than 300 metres. The tunnels operated by ASF and Escota have therefore been subject to
specific studies to establish the changes required. A significant amount of work has already taken place and other
work is pending.

Construction risks
The large-scale construction projects expose the Group to the risk of shortages of materials or labour, higher
material or labour costs, general factors affecting economic activity and the credit market, business failures by
contractors or subcontractors, work stoppage due to bad weather or unforeseen engineering or environmental
problems. Under the concession agreement, remedies can be sought in case the construction of a motorway fails to
meet the initial schedule or a section of motorway is not made available on time.
Although ASF and Escota have significant experience and seek to limit this risk in their agreements with
contractors, no assurance can be given that these factors will not, under certain circumstances, have an adverse
effect on the Group. This risk is however limited considering that 99 per cent of the conceded network has already
been built.

Environmental risks
The Group incurs and will continue to incur costs to comply with environmental, health and safety laws and
regulation.
These include regulations covering noise pollution, water protection, air quality and atmospheric pollution, waste
prevention, protection of sites of archaeological interest, national parks, nature reserves, classified sites, "Natura
2000" sites (conservation areas for the protection of natural habitats and rare species of plants and animals), forest
fire prevention and waste disposal. The Group may be subject to stricter laws and regulations in the future and
incur higher compliance costs. In the case of an accident or damage to the environment, the Group may be subject
to personal injury or property damage claims or legal proceedings for harm to natural resources. The business or
profitability may be adversely affected in case of inability by the Group to cover environmental protection costs or
costs arising from its partial liability for any accidents, by raising the tariffs pursuant to the terms of the concession
agreements.
The Group complies with all applicable environmental regulations and standards and has set up a quality control
system covering its activities in building, operation and maintenance. Formal design and management standards as
7

well as guidelines have been issued, spanning all aspects of the business. The Construction Department of ASF
obtained ISO 9001 in 2003 and ISO 14001 in 2010. All of the seven ASF operating regional centers obtained
14001 certification from Bureau Veritas Quality International. All the operating centers of Escota are certified ISO
14001.
Respect for the environment is a central priority for ASF, which aims to improve continuously its environmental
performance and prevent pollution. In partnership with all stakeholders, including nature preservation associations,
ASF acts to implement appropriate solutions on the issues of noise, water, air quality, greenhouse gas emissions
and biodiversity. Preservation of natural resources, energy savings, optimization of waste management in the
operating centres and on the network, are also priorities.
ASF was awarded in 2010 by IDDRIM institute for its achievements in favor of biodiversity and ecological
continuity in the frame of its 2010-2013 green investment program.
Under the regulations designed to protect the public and workers against the health risks associated with exposure
to asbestos, as set out in the decrees of 7 February 1996, the ASF Group has performed tests to detect the possible
presence of asbestos in its premises and equipment. In the very limited number of cases where asbestos was found,
the ASF Group implemented the preventive and corrective measures specified in the regulations.

Market risks
Liquidity risks
The ASF Group's exposure to liquidity risk relates to its obligation to its existing debt and to obtaining financing in
future for working capital needs, capital expenditure and general purposes.
At 31 December 2012, the net debt of ASF Group was 11,128.1 million. The repayment schedule of the nominal
long term debt (10,874.7 million) is as follow :
Part of ASF Group financing has been incurred by CNA (Caisse Nationale des Autoroutes), a State owned
financial entity, managed by the Caisse des Dépôts et Consignations (CDC), and created for providing financing to
the SEMCAs (semi-public motorway concessionaire companies) benefiting from the French State conditions in the
bond market in the form of bullet loans.
In 2006, ASF and Escota ceased to benefit from the access to CNA loans further to the IPO of 49 per cent of the
company capital in 2002. Then, in the context of the total privatisation, ASF and Escota signed in March 2006 an
addendum to the "Convention Technique" of 1996, setting out the general conditions of CNA outstanding loans
and providing that:
- ASF must comply with the following financial covenants calculated on the basis of the ASF consolidated
financial statements:
8

Net Debt / EBITDA 7

EBITDA / Net Financial Costs > 2.2
- ASF Group shall ensure that its construction and operation activities, in France and in the member
countries of the OECD, of roads, expressways, highways, transportation works, highway systems and
parking facilities, or services related to such activities, represent at all times more than 85 per cent of its
consolidated assets and more than 80 per cent of its annual consolidated income.
- Merger and reorganisation are not permitted without authorization, except within ASF Group.
For the refinancing of CNA loans and the financing of future investments, ASF will have recourse mainly to the
bond market and the banking system.
At 31 December 2012, ASF had a net cash managed of 135.5 million and unused syndicated revolving facilities
for a total amount of 2.6 billion maturing in December 2017. The bank credit line has similar financial covenants
as those provided for CNA loans.
Taking into account of net cash managed and unused credit facilities (2.6 billion), the Group's liquidity position at
31 December 2012 was 2.77 billion covering the total amount of long term debt to be redeemed up to 2015.
The above-mentioned CNA loans and bank facilities do not provide any early repayment provisions based solely
on a rating trigger. The EIB (European Investment Bank) loan contracts signed in 2005 and 2007 provides a rating
clause under which, if ASF is downgraded, the parties shall consult one another in order to provide the lender with
sufficient information to assess the situation. Following such consultation, the EIB is authorised to request the
provision of guarantees or collateral in its favour. If ASF fails to satisfy this request within a reasonable time, the
EIB may require an early redemption of the loans. Since the execution of the first loan, ASF was downgraded by
Standard and Poor's from A+ to BBB+, in connection with its privatisation. The EIB, after having considered
ASF's situation following such downgrade, has not requested the provision of guarantees or collateral.
Interest rate risk
Due to the level of its net debt, ASF may be affected by the evolution of the euro zone interest rates. ASF intends
to preserve and optimise its financial results on a long term basis by implementing interest rate hedging policy
based on a targeted allocation of net debt between fixed rate, capped rate, inflation linked rate and floating rate
depending on the level of leverage measured by the net debt/EBITDA ratio. The Treasury Committee, which
comprises the VINCI Executive Vice President and CFO, the ASF CFO and the VINCI-ASF Group Treasurer and
which meets on a monthly basis, follows the interest rate exposure of the ASF group and implements the coverage
policy.
In connection with this policy, the ASF Group implements some hedging instruments in the form of options or
swaps of which start may be differed.
At 31 December 2012, 59 per cent of ASF long term gross debt was at a fixed rate, 17 per cent was capped or
inflation linked and 24 per cent was left at a variable rate.
Foreign exchange risk
Given that almost all ASF Group business is carried out in France, its exposure to foreign exchange risks is very
limited.
Nevertheless, ASF may find itself exposed to foreign exchange risk whenever, exceptionally, financing is realised
in foreign currencies. This risk is generally hedged by cross currency swaps. At 31 December 2012, ASF has a debt
denominated in foreign currency (Japanese yen) which is fully hedged.
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Legal risks
As part of the ordinary course of their business, ASF and Escota are subject to a number of administrative
proceedings and civil actions relating to the construction, operation and management of the Group network.
The ASF Group considers that its insurance policies provide adequate coverage of material potential risks; ASF
Group general civil liability is covered up to 30.5 million per claim. Cover for losses arising from liability claims
for accidental environmental damage amounts to 15 million per claim and for total claims per insurance year at
ASF Group. Companies that participate in the construction of motorways are required to carry insurance covering
their own liability. Although ASF and Escota carry property and casualty and liability insurance, they can give no
assurance that these policies will cover the total amount of claims related to the construction, maintenance or
operation of the motorways, bridges and tunnels.
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