Bond Sud-France Autoroutes 1% ( FR0013169885 ) in EUR

Sud-France Autoroutes

100 % ▲

France

FR0013169885 ( in EUR )

1% per year ( payment 1 time a year)

13/05/2026 - Bond has expired

Prospectus brochure of the bond Autoroutes du Sud de la France FR0013169885 in EUR 1%, expired

100 000 EUR

500 000 000 EUR

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.

The Bond issued by Sud-France Autoroutes ( France ) , in EUR, with the ISIN code FR0013169885, pays a coupon of 1% per year.
The coupons are paid 1 time per year and the Bond maturity is 13/05/2026

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).
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 A- 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 A- 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
ING BANK
MUFG
MIZUHO SECURITIES
NATIXIS
SANTANDER GLOBAL BANKING & MARKETS
SMBC NIKKO
SOCIETE GENERALE CORPORATE & INVESTMENT BANKING
THE ROYAL BANK OF SCOTLAND
RBC CAPITAL MARKETS
UNICREDIT BANK
The date of this Base Prospectus is 16 June 2015
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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 (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
Programme (including any information incorporated by reference) are intended to provide the basis of any
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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.
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TABLE OF CONTENTS
RISK FACTORS..................................................................................................................................................... 5
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 63
USE OF PROCEEDS............................................................................................................................................ 64
DESCRIPTION OF THE ISSUER........................................................................................................................ 65
RECENT DEVELOPMENTS............................................................................................................................... 93
DOCUMENTS ON DISPLAY.............................................................................................................................. 94
SUBSCRIPTION AND SALE .............................................................................................................................. 95
FORM OF FINAL TERMS................................................................................................................................... 99
TAXATION ........................................................................................................................................................ 114
GENERAL INFORMATION.............................................................................................................................. 118
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RISK FACTORS
1. Risk factors relating to the Issuer and its operations
1.1 Operating risks
Concentration of revenue sources
97.4 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) (1.8 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
Group through service contracts (0.3 per cent.).
ASF Group 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 Group at this stage.
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Changes in the inflation rate
Toll rate adjustments are based on annual changes in the French consumer price index (excluding tobacco).
Accordingly, ASF Group 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 Group'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.
Traffic saturation on certain motorways
Some of ASF Group'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 Group's motorways including the A7
(section located in the Rhone Valley) and the A9. The Group is working with the State and the relevant local
authorities to identify solutions to reduce traffic to acceptable levels. For example, a new relief section of the
A9 motorway will open in 2017 at Montpellier to separate transit and local traffic and reduce congestions.
However, no assurance can be given that other saturation problems will be resolved at an acceptable cost to
ASF Group, or that the problems will not lead to new concessions being awarded to competitors. At present,
the 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).
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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.
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 Group considers 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.
1.2 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.
1.3 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, greenhouse gas emissions, 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
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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 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 ISO 14001 certification in 2012. Escota's four operating centers and support
departments are also ISO 14001 certified since 2012.
Respect for the environment is a central priority for ASF and Escota, which aims to improve continuously their
environmental performance and prevent pollution. In partnership with all stakeholders, including nature
preservation associations, the ASF Group 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 and Escota estimated and publicized their carbon footprint in 2012 and will update it in 2015, in
accordance with French regulations. The companies purchased 38 electric vehicles in 2014-2015 and will
conduct energy audits of their activities before the end of 2015.
Under the regulations designed to protect the public and workers against the health risks associated with
exposure to asbestos, as set out in the Public Health Code, 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.
1.4 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 2014, the net debt of ASF Group was 10,760 million. The repayment schedule of the
nominal long term debt (10,468 million) is as follows:
REPAYMENT'S SCHEDULE - ASF GROUP FINANCIAL DEBT (NOMINAL)
AS OF 31 DECEMBER 2014 (in million)
4 500
4 000
3 500
3 000
2 500
2 000
1 500
1 000
500
0
2015
2016
2017
2018
2019
2020
2021
>2021
Term Loans
CNA loans
EIB Loans & Regional authority advances
Bonds
Internal Debt
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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 Group must comply with the following financial covenants calculated on the basis of the ASF
consolidated financial statements:

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 authorisation, except within ASF Group.
For the refinancing of CNA loans and the financing of future investments, ASF Group will have recourse
mainly to the bond market and the banking system.
At 31 December 2014, ASF Group had a net cash managed of 74 million and unused revolving facilities for
a total amount of 2.8 billion maturing in 2017 and 2019. 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 (2.8 billion), the Group's liquidity
position at 31 December 2014 was 2.9 billion covering the total amount of external long term debt to be
redeemed up to 2017.
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 Group 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 Group 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 Group was downgraded by Standard and Poor's from A+ to BBB+, in
connection with its privatisation. The EIB, after having considered ASF Group's situation following such
downgrade, has not requested the provision of guarantees or collateral.
On 31 March 2014, Standard & Poor's raised its ratings on ASF Group from BBB+ to A-, with stable outlook.
Interest rate risk
Due to the level of its net debt, ASF Group may be affected by the evolution of the euro zone interest rates.
The Group 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 regularly, 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 2014, 74 per cent. of ASF Group long term gross debt was at a fixed rate, 4 per cent. was
capped or inflation linked and 22 per cent. was left at a variable rate.
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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 Group 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
2014, the Group has a debt denominated in foreign currency (Japanese yen) which is fully hedged.
1.5 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 5 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.
2. Risk factors relating to the Notes
The following paragraphs describe some risk factors that are material to the Notes to be admitted to trading
in order to assess the market risk associated with these Notes.
The Issuer believes that the following factors may affect its ability to fulfil its obligations under Notes issued
under the Programme. They do not describe all the risks of an investment in the Notes. Prospective investors
should consult their own financial and legal advisers about risks associated with investment in a particular
Series of Notes and the suitability of investing in the Notes in light of their particular circumstances. Terms
used but not defined in this section will have the meaning given to them in the section entitled "Terms and
Conditions of the Notes".
2.1.
General Risks Relating to the Notes
2.1.1.
Independent Review and Advice
Each prospective investor of Notes must determine, based on its own independent review and such
professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes is fully
consistent with its financial needs, objectives and condition, complies and is fully consistent with all
investment policies, guidelines and restrictions applicable to it and is a fit, proper and suitable investment for
it, notwithstanding the clear and substantial risks inherent in investing in or holding the Notes.
A prospective investor may not rely on the Issuer or the Dealer(s) or any of their respective affiliates in
connection with its determination as to the legality of its acquisition of the Notes or as to the other matters
referred to above.
2.1.2.
Potential Conflicts of Interest
Each of the Issuer, the Dealer(s) or their respective affiliates may deal with and engage generally in any kind
of commercial or investment banking or other business with any issuer of the securities taken up in an index,
their respective affiliates or any guarantor or any other person or entities having obligations relating to any
issuer of the securities taken up in an index or their respective affiliates or any guarantor in the same manner
as if any index-linked Notes issued under the Programme did not exist, regardless of whether any such action
might have an adverse effect on an issuer of the securities taken up in the index, any of their respective
affiliates or any guarantor.
The Issuer may from time to time be engaged in transactions involving an index or related derivatives which
may affect the market price, liquidity or value of the Notes and which could be deemed to be adverse to the
interests of the Noteholders.
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