Bond Rallye Group 4.371% ( FR0013257557 ) in EUR

Issuer Rallye Group
Market price 100 %  ▲ 
Country  France
ISIN code  FR0013257557 ( in EUR )
Interest rate 4.371% per year ( payment 1 time a year)
Maturity 23/01/2023 - Bond has expired



Prospectus brochure of the bond Rallye SA FR0013257557 in EUR 4.371%, expired


Minimal amount 100 000 EUR
Total amount 350 000 000 EUR
Detailed description Rallye SA was a French conglomerate primarily involved in the distribution and retail sectors, notably through its ownership of Casino Guichard-Perrachon.

The Bond issued by Rallye Group ( France ) , in EUR, with the ISIN code FR0013257557, pays a coupon of 4.371% per year.
The coupons are paid 1 time per year and the Bond maturity is 23/01/2023







Base Prospectus dated 16 December 2016
RALLYE
(A French société anonyme)
Euro 4,000,000,000
Euro Medium Term Note Programme
Due from one month from the date of original issue
Under the Euro Medium Term Note Programme described in this Base Prospectus (the "Programme"), Rallye (the "Issuer" or "Rallye"), 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 4,000,000,000 (or the equivalent in other currencies).
Application has been made to the Commission de surveillance du secteur financier 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, relating to prospectus for securities, for the
approval of this Base Prospectus as a base prospectus for the purposes of Article 5.4 of the Prospectus Directive.
Application has been made (i) to the Luxembourg Stock Exchange for the Notes issued under the Programme to be admitted to the official list of the
Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the on the regulated market of the Luxembourg Stock Exchange and/or (ii)
to the competent authority of any other Member State of the European Economic Area ("EEA") for Notes issued under the Programme to be listed and
admitted to trading on a Regulated Market (as defined below) in such Member State. The Luxembourg Stock Exchange is a regulated market for the purposes
of the Markets in Financial Instruments Directive 2004/39/EC (a "Regulated Market"). However, unlisted Notes may also be issued pursuant to the
Programme. 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 listed and admitted to trading and, if so, the relevant Regulated Market in the EEA. References in this Base Prospectus to the "Prospectus
Directive" are to the Directive 2003/71/EC of 4 November 2003 as amended from time to time on the prospectus to be published when securities are offered to the
public or admitted to trading, to the extent that such amendments have been implemented in the relevant Member State of the European Economic Area. In
accordance with article 7(7) of the loi relative aux prospectus pour valeurs mobilières dated 10 July 2005, as amended, by approving this Base Prospectus, the
Commission de surveillance du secteur financier does not give any undertaking as to the economic and financial soundness of the operation or the quality or
solvency of the Issuer.
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 (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 (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 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).
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Base Prospectus.
Arranger
BNP PARIBAS
Dealers
BNP PARIBAS
CRÉDIT AGRICOLE CIB
DEUTSCHE BANK
HSBC
NATIXIS
NATWEST MARKETS
SOCIETE GENERALE CORPORATE & INVESTMENT BANKING


This Base Prospectus (together with any supplements to this Base Prospectus published from time to
time (each a "Supplement" and together the "Supplements") comprises a base prospectus for the
purposes of Article 5.4 of the Prospectus Directive in respect of, and for the purpose of giving
information with regard to Rallye ("Rallye" or the "Issuer"), the Issuer and its consolidated
subsidiaries taken as a whole (the "Group" or the "Rallye 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 the Issuer.
The Issuer accepts responsibility for the information contained in this Base Prospectus.
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
amended or 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 amended or 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.
In the case of any Notes which are to be admitted to trading on a regulated market within the
European Economic Area in a Member State of the European Economic Area in circumstances which
require the publication of a prospectus under the Prospectus Directive, the minimum specified
denomination shall be 100,000 (or its equivalent in any other currency as at the date of issue of the
Notes).
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 include Materialised Notes in bearer form that are subject to U.S.
tax law requirements. Subject to certain exceptions, Notes may not be offered or sold or, in the case of
Materialised Notes delivered 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
Base Prospectus, see "Subscription and Sale". The Notes are being offered and sold only outside the
United States of America to non-U.S. persons in reliance upon an exemption from registration under
the Securities Act pursuant to Regulation S under the Securities Act ("Regulation S").
The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission,
any state securities commission in the United States or any other U.S. regulatory authority, nor has any
of the foregoing authorities passed upon or endorsed the merits of the offering of the Notes or the
accuracy or the adequacy of this Base Prospectus. Any representation to the contrary is a criminal
offence in the United States.
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.
To the fullest extent permitted by law, none of the Dealers or the Arranger accept any responsibility for
the contents of this Base Prospectus or for any other statement, made or purported to be made by the
Arranger or a Dealer or on its behalf in connection with the Issuer or the issue and offering of the
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Notes. The Arranger and each Dealer accordingly disclaims all and any liability whether arising in tort
or contract or otherwise (save as referred to above) which it might otherwise have in respect of this
Base Prospectus or any such statement. Neither this Base Prospectus nor any other financial statements
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 financial statements should purchase the Notes. Each potential purchaser 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
any person acting on behalf of any Stabilising Manager(s)) named 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 any person acting on behalf of any Stabilising Manager(s)) 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 of 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 of the relevant Tranche of
Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation
action or over-allotment shall be conducted by the relevant Stabilising Manager(s) (or person(s) acting
on behalf of any Stabilising Manager(s)) in accordance with applicable laws and rules.
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 Union which was introduced on 1 January 1999, references to "£", "pounds sterling", "GBP"
and "Sterling" are to the lawful currency of the United Kingdom, 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, references to "PLN" or "Polish zloty"
are to the lawful currency of the Republic of Poland, references to "Swiss francs" or "CHF" are to the
lawful currency of the Helvetic Confederation and references to "Renminbi" or "RMB" are to the
lawful currency of the People's Republic of China excluding for these purposes, Hong Kong, Macau et
Taiwan ("PRC").
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SUPPLEMENT TO THE BASE PROSPECTUS
If at any time the Issuer shall be required to prepare a supplement to this Base Prospectus pursuant to the
provisions of Article 16 of the Prospectus Directive, the Issuer will prepare and make available an appropriate
supplement to this Base Prospectus or a restated Base Prospectus, which in respect of any subsequent issue of
Notes to be listed on the Official List and admitted to trading on the regulated market of the Luxembourg Stock
Exchange or on a Regulated Market of a Member State of the European Economic Area, shall constitute a
supplement to the Base Prospectus for the purpose of the relevant provisions of the Prospectus Directive.
The Issuer has given an undertaking to the Dealers that if at any time during the duration of the Programme there is
a significant new factor, material mistake or inaccuracy relating to information contained in this Base Prospectus
which is capable of affecting the assessment of any Notes and whose inclusion in or removal from this Base
Prospectus is necessary for the purpose of allowing an investor to make an informed assessment of the assets and
liabilities, financial position, profits and losses and prospects of the Issuer, and the rights attaching to the Notes, the
Issuer shall prepare a supplement to this Base Prospectus or publish a replacement Base Prospectus for use in
connection with any subsequent offering of the Notes and shall supply to each Dealer such number of copies of
such supplement hereto as such Dealer may reasonably request.
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TABLE OF CONTENTS
RISK FACTORS................................................................................................................................................ 5
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................... 13
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS.......................... 18
GENERAL DESCRIPTION OF THE PROGRAMME................................................................................... 19
TERMS AND CONDITIONS OF THE NOTES ............................................................................................. 24
TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED BEARER NOTES
................................................................................................................................................................. 60
USE OF PROCEEDS....................................................................................................................................... 62
SELECTED FINANCIAL INFORMATION................................................................................................... 63
DESCRIPTION OF THE ISSUER .................................................................................................................. 64
RECENT DEVELOPMENTS.......................................................................................................................... 65
TAXATION ..................................................................................................................................................... 68
SUBSCRIPTION AND SALE......................................................................................................................... 71
FORM OF FINAL TERMS ............................................................................................................................. 75
GENERAL INFORMATION .......................................................................................................................... 86
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RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes
issued under the Programme. 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 issued under the Programme are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in
Notes issued under the Programme, but the issuer may be unable to pay interest, principal or other amounts
on or in connection with any Notes for other reasons. Prospective investors should also read the detailed
information set out elsewhere in this Base Prospectus (including any document incorporated by reference
herein) and reach their own views prior to making any investment decision.
I
Factors that may affect the Issuer's ability to fulfil its obligations under or in connection with
Notes issued under the Programme
Please refer to pages 35 to 39 of the 2015 AR (as defined in the section "Documents incorporated by
reference.")
II
Factors which are material for the purpose of assessing the market risks associated with Notes
issued under the Programme
I. General Risks Relating to the Notes
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.
1.2 Modification, waivers and substitution
The conditions of the Notes contain provisions for calling General Meetings of Noteholders to consider
matters affecting their interests generally. These provisions permit defined majorities to bind all
Noteholders including Noteholders who did not attend and vote at the relevant General Meeting and
Noteholders who voted in a manner contrary to the majority.
1.3 No active Secondary/Trading Market for the Notes
Notes issued under the Programme will be new securities which may not be widely distributed and for
which there may be no active trading market (unless in the case of any particular Tranche, such Tranche
is to be consolidated with and form a single series with a Tranche of Notes which is already issued). If
the Notes are traded after their initial issuance, they may trade at a discount to their initial offering
price, depending upon prevailing interest rates, the market for similar securities, general economic
conditions and the financial condition of the Issuer. Although in relation to Notes to be listed on the
Official List of the Luxembourg Stock Exchange and admitted to trading on the Regulated Market of
the Luxembourg Stock Exchange and/or any other Regulated Market in the European Economic Area,
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the Final Terms of the Notes will be filed with the Commission de surveillance du secteur financier in
Luxembourg and/or with the competent authority of the Regulated Market of the European Economic
Area where the Notes will be listed and admitted to trading, there is no assurance that such filings will
be accepted, that any particular Tranche of Notes will be so listed and admitted or that an active trading
market will develop. Accordingly, there is no assurance as to the development or liquidity of any
trading market for any particular Tranche of Notes.
1.4 Potential Conflicts of Interest
All or some of the Dealers and their affiliates have and/or may in the future engage, in lending, in
investment banking, commercial banking and other financial advisory and commercial dealings with the
Issuer and its affiliates and in relation to securities issued by any entity of the Group. They have or may
(i) engage in investment banking, trading or hedging activities including activities that may include
prime brokerage business, financing transactions or entry into derivative transactions, (ii) act as
underwriters in connection with offering of shares or other securities issued by any entity of the Group.
In the context of these transactions, certain of such Dealers have or may hold shares or other securities
issued by entities of the Group. Where applicable, they have or will receive customary fees and
commissions for these transactions.
Certain of the Dealers or their affiliates that have a lending relationship with the Issuer routinely hedge
their credit exposure to the Issuer consistent with their customary risk management policies. Typically,
such Dealers and their affiliates would hedge such exposure by entering into transactions which consist
of either the purchase of credit default swaps or the creation of short positions in securities, including
potentially the Notes issued under the Programme. Any such positions could adversely affect future
trading prices of Notes issued under the Programme. The Dealers and their affiliates may also make
investment recommendations and/or publish or express independent research views in respect of such
securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or
short positions in such securities and instruments.
The Issuer and the Dealer(s) 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.
Any Calculation Agent appointed under the Programme or in respect of an issuance of Notes (whether
the Principal Paying Agent, any Paying Agent, any Dealer or otherwise) is the agent of the Issuer and
not the agent of the Noteholders. When a Dealer is appointed as Calculation Agent by the Issuer in
respect of an issuance of Notes, such Calculation Agent is likely to be a member of an international
financial group that is involved, in the ordinary course of its business, in a wide range of banking
activities. Potential conflicts of interest may arise between the Calculation Agent, if any, for a Tranche
of Notes and the Noteholders (including where a Dealer acts as a Calculation Agent), including with
respect to certain discretionary determinations and judgements that such Calculation Agent may make
pursuant to the Terms and Conditions that may influence the amount receivable upon redemption of the
Notes.
1.5 Exchange Rates
Prospective investors of the Notes should be aware that an investment in the Notes may involve
exchange rate risks. The reference assets or the Notes may be denominated in a currency other than the
currency of the purchaser's home jurisdiction; and/or the reference assets or the Notes may be
denominated in a currency other than the currency in which a purchaser wishes to receive funds.
Exchange rates between currencies are determined by factors of supply and demand in the international
currency markets which are influenced by macro economic factors, speculation and central bank and
government intervention (including the imposition of currency controls and restrictions). Fluctuations in
exchange rates may affect the value of the Notes or the reference assets.
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1.6 Legality of Purchase
Neither the Issuer, the Dealer(s) nor any of their respective affiliates has or assumes responsibility for
the lawfulness of the acquisition of the Notes by a prospective investor of the Notes, whether under the
laws of the jurisdiction of its incorporation or the jurisdiction in which it operates (if different), or for
compliance by that prospective investor with any law, regulation or regulatory policy applicable to it.
1.7 Taxation
Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes or
documentary charges or duties in accordance with the laws and practices of the country where the Notes
are transferred or other jurisdictions. In some jurisdictions, no official statements of the tax authorities
or court decisions may be available for innovative financial instruments such as the Notes. Potential
investors are advised not to rely upon the tax section contained in this Base Prospectus but to ask for
their own tax adviser's advice on their individual taxation with respect to the acquisition, holding, sale
and redemption of the Notes. Only these advisors are in a position to duly consider the specific situation
of the potential investor. This investment consideration has to be read in connection with the taxation
sections of this Base Prospectus.
1.8 Financial Transaction Tax
On 14 February 2013, the European Commission has published a proposal (the "Commission
Proposal") for a Directive for a common financial transaction tax ("FTT") in Austria, Belgium,
Estonia, France, Germany, Greece, Italy, Portugal, Slovakia, Slovenia and Spain (the "Participating
Member States"). Estonias has since then officially announced its withdraw from the negociations.
The Commission Proposal has a very broad scope and could, if introduced in its current form, apply to
certain dealings in the Notes (including secondary market transactions) in certain circumstances. The
issuance and subscription of the Notes on a primary market should, however be exempt.
Under the Commission Proposal, the FTT could apply in certain circumstances to persons both within
and outside of the Participating Member States. Generally, it would apply to certain dealings in the
Notes where at least one party is a financial institution, and at least one party is established in a
Participating Member State. A financial institution may be, or be deemed to be, "established" in a
Participating Member State in a broad range of circumstances, including (a) by transacting with a
person established in a Participating Member State or (b) where the financial instrument which is
subject to the dealings is issued in a Participating Member State.
The Participating Member States (excluding Estonia) indicated following ECOFIN meeting of 17 June
2016 that work and discussions on the remaining open issues would continue during the second half of
2016. On 11 October 2016, Pierre Moscovici, Commissioner for Taxation, announced that the
Participating Member States (excluding Estonia) agreed on four important measures that will form the
core engines of the FTT and indicated their intention to elaborate a draft legislation before the end of
the year.
The FTT proposal remains subject to negotiation between the Participating Member States, and its
scope remains uncertain. It may therefore be altered prior to any implementation, the timing of which
remains unclear. Additional EU Member States may decide to participate. If the proposed directive or
any similar tax were adopted, transactions in the Notes would be subject to higher costs, and the
liquidity of the market for the Notes may be diminished.
Prospective holders of the Notes are advised to seek their own professional advice in relation to the
FTT.
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1.9 Market Value of the Notes
The market value of the Notes will be affected by the creditworthiness of the Issuer and a number of
additional factors, including, but not limited to, the volatility of market interest and yield rates and the
time remaining to the maturity date.
The value of the Notes depends on a number of interrelated factors, including economic, financial and
political events in France or elsewhere, including factors affecting capital markets generally and the
stock exchanges on which the Notes are traded. The price at which a Noteholder will be able to sell the
Notes prior to maturity may be at a discount, which could be substantial, from the issue price or the
purchase price paid by such purchaser.
1.10 Change of Law
The Terms and Conditions of the Notes are based on French law in effect as at the date of this Base
Prospectus. No assurance can be given as to the impact of any possible judicial decision or change in
French law or the official application or interpretation of French law after the date of this Base
Prospectus.
1.11 French Insolvency Law
Under French insolvency law, holders of debt securities are automatically grouped into a single
assembly of holders (the "Assembly") in order to defend their common interests if an accelerated
financial preservation (procédure de sauvegarde financière accélérée), accelerated preservation
(procédure de sauvegarde accélérée), preservation (procédure de sauvegarde) or a judicial
reorganisation procedure (procédure de redressement judiciaire) is opened in France with respect to the
Issuer.
The Assembly comprises holders of all debt securities issued by the Issuer (including the Notes),
whether or not under a debt issuance programme (EMTN) and regardless of their governing law.
The Assembly deliberates on the proposed accelerated financial preserevation plan (projet de plan de
sauvegarde financière accélérée), proposed accelerated preservation plan (projet de plan de sauvegarde
accélérée), proposed preservation plan (projet de plan de sauvegarde) or judicial reorganisation plan
(projet de plan de redressement) applicable to the Issuer and may further agree to:
-
increase the liabilities (charges) of holders of debt securities (including the Noteholders) by
rescheduling due payments and/or partially or totally writing off receivables in the form of debt
securities;
-
establish an unequal treatment between holders of debt securities (including the Noteholders) as
appropriate under the circumstances; and/or
-
decide to convert debt securities (including the Notes) into securities that give or may give right
to share capital.
Decisions of the Assembly will be taken by a two-third majority (calculated as a proportion of the debt
securities held by the holders attending such Assembly or represented thereat). No quorum is required
to convoke the Assembly.
For the avoidance of doubt, the provisions relating to the Representation of the Noteholders described in
this Base Prospectus will not be applicable to the extent they are not in compliance with compulsory
insolvency law provisions that apply in these circumstances.
II. Risks related to the structure of a particular issue of Notes
The Programme allows for different types of Notes to be issued. Accordingly, each Tranche of Notes
may carry varying risks for potential investors depending on the specific features of such Notes such as,
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inter alia, the provisions for computation of periodic interest payments, if any, redemption and issue
price.
2.1 Notes subject to optional redemption by the Issuer
In the event that the Issuer would be obliged to increase the amounts payable in respect of any Notes
due to any withholding or deduction for or on account of, any present or future taxes, duties,
assessments or governmental charges of whatever nature imposed, levied, collected, withheld or
assessed by the country of domicile (or residence for tax purposes) by the Issuer, or on behalf of France,
or any political subdivision thereof or any authority therein or thereof having power to tax, the Issuer
may redeem all outstanding Notes in accordance with the Terms and Conditions.
The Issuer has also the option, if so provided in the relevant Final Terms, to redeem the Notes under a
call option as provided in Condition 6(b)(i), a make-whole call option as provided in Condition 6(b)(ii),
a residual maturity call option as provided in Condtion 6(b)(iii) or a clean-up call option as provided in
Condition 6(b)(v). In particular, in case of a clean-up call option there is no obligation for the Issuer to
inform investors if and when the percentage of 80 per cent. has been reached or is about to be reached,
and the Issuer's right to redeem will exist notwithstanding that immediately prior to the serving of a
notice in respect of the exercise of this option, the Notes may have been trading significantly above par,
thus potentially resulting in a loss of capital invested.
In addition, if in the case of any particular Tranche of Notes the relevant Final Terms specifies that the
Notes are redeemable at the Issuer's option in certain other circumstances the Issuer may choose to
redeem the Notes at times when prevailing interest rates may be relatively low. During a period when
the Issuer may elect, or has elected, to redeem Notes, such Notes may feature a market value not
substantially above the price at which they can be redeemed. In such circumstances an investor may not
be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high
as that of the relevant Notes.
2.2 Fixed Rate Notes
Investment in Notes which bear interest at a fixed rate involves the risk that subsequent changes in
market interest rates may adversely affect the value of the relevant Tranche of Notes.
2.3 Floating Rate Notes
Investment in Notes which bear interest at a floating rate comprise (i) a reference rate and (ii) a margin
to be added or subtracted, as the case may be, from such base rate. Typically, the relevant margin will
not change throughout the life of the Notes but there will be a periodic adjustment (as specified in the
relevant Final Terms) of the reference rate (e.g., every three months or six months) which itself will
change in accordance with general market conditions. Accordingly, the market value of floating rate
Notes may be volatile if changes, particularly short term changes, to market interest rates evidenced by
the relevant reference rate can only be reflected in the interest rate of these Notes upon the next periodic
adjustment of the relevant reference rate.
2.4 Fixed to Floating Rate Notes
Fixed to floating rate Notes may bear interest at a rate that the Issuer may elect to convert from a fixed
rate to a floating rate, or from a floating rate to a fixed rate. The Issuer's ability to convert the interest
rate will affect the secondary market and the market value of the Notes since the Issuer may be expected
to convert the rate when it is likely to produce a lower overall cost of borrowing. If the Issuer converts
from a fixed rate to a floating rate, the spread on the fixed to floating Rate Notes may be less favourable
than then prevailing spreads on comparable floating rate Notes tied to the same reference rate. In
addition, the new floating rate at any time may be lower than the rates on other Notes. If the Issuer
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