Bond CADESIA 1.875% ( XS1548793402 ) in USD

Issuer CADESIA
Market price 100 %  ▼ 
Country  France
ISIN code  XS1548793402 ( in USD )
Interest rate 1.875% per year ( payment 2 times a year)
Maturity 13/01/2020 - Bond has expired



Prospectus brochure of the bond Cades XS1548793402 in USD 1.875%, expired


Minimal amount 100 000 USD
Total amount 2 250 000 000 USD
Detailed description CADES (CMS Advanced Electronic Signatures) is a standard for digitally signing electronic documents, offering various signature levels with varying degrees of security and trust.

The Bond issued by CADESIA ( France ) , in USD, with the ISIN code XS1548793402, pays a coupon of 1.875% per year.
The coupons are paid 2 times per year and the Bond maturity is 13/01/2020







Base Prospectus
Dated 15 June 2016
CAISSE D'AMORTISSEMENT DE LA DETTE SOCIALE
an administrative public agency (établissement public national à caractère administratif) established in France
EURO 65,000,000,000
Global Medium Term Note Programme
Under the Global Medium Term Note Programme described in this Base Prospectus (the "Programme"), Caisse d'Amortissement de la Dette Sociale
("CADES" or the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Medium Term Notes (the
"Notes"). The aggregate nominal amount of Notes outstanding will not at any time exceed Euro 65,000,000,000 (or the equivalent in other currencies).This
Base Prospectus supersedes and replaces the Base Prospectus dated 2 June 2015 prepared in relation to the Programme.
Application has been made to the Autorité des marchés financiers (the "AMF") for approval of this Base Prospectus in its capacity as competent authority in
France pursuant to Article 212-2 of its Règlement Général which implements the Directive 2003/71/EC of the European Parliament and of the Council dated
November 4, 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (the "Prospectus Directive"). References in
this Base Prospectus to the "Prospectus Directive" shall include the amendments made by Directive 2010/73/EU and include any relevant implementing
measure in the relevant member state (a "Member State") of the European Economic Area (the "EEA").
Application may be made to the regulated market of NYSE Euronext in Paris ("Euronext Paris") during the period of twelve (12) months from the date of
approval of this Base Prospectus by the AMF for Notes issued under the Programme to be admitted to trading on Euronext Paris and/or to the listing authority
of any other Member State of the EEA for Notes issued under the Programme to be admitted to trading on a Regulated Market (as defined below) in such
Member State. Euronext Paris is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in
financial instruments (a "Regulated Market"). However, unlisted Notes may be issued pursuant to the Programme. The relevant Final Terms in respect of the
issue of any Notes will specify whether or not such Notes will be listed and admitted to trading on Euronext Paris (or on any other stock exchange), or unlisted.
The Notes will be issued in Series (each a "Series") having one or more issue dates and on terms otherwise identical (or identical other than in respect of the
first payment of interest), the notes of each Series being intended to be interchangeable with all other Notes of that Series. Each Series of Notes in bearer form
will, if so specified in the relevant Final Terms, be represented on issue by a temporary global note (each a "temporary Global Note"), and will be sold to non-
U.S. persons outside of the United States and its possessions. Interests in temporary Global Notes generally will be exchangeable for interests in permanent
global notes (each a "permanent Global Note" and, together with the temporary Global Notes, the "Global Notes"), or if so stated in the relevant Final Terms,
definitive Notes ("Definitive Notes"), after the date falling 40 days after the relevant issue date of the relevant Tranche (as defined in "Summary of the
Programme - Method of Issue") of Notes upon certification as to non-U.S. beneficial ownership. Interests in permanent Global Notes will be exchangeable for
Definitive Notes in whole but not in part as described under "Summary of Provisions Relating to the Notes while in Global Form". If the Global Notes are stated
in the applicable Final Terms to be issued in new global note ("NGN") form, the Global Notes will be delivered on or prior to the original issue date of the
relevant Tranche to a common safekeeper (the "Common Safekeeper") for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société
anonyme ("Clearstream, Luxembourg"). Global Notes which are not issued in NGN form ("Classic Global Notes" or "CGNs") will be deposited on the issue
date of the relevant Tranche with a common depositary on behalf of Euroclear and Clearstream, Luxembourg (the "Common Depositary").
The Notes of each Series to be issued in registered form ("Registered Notes") will be represented by registered certificates (each, a "Certificate"), one
Certificate being issued in respect of each Noteholder's entire holding of Registered Notes of one Series. Registered Notes issued in global form and sold to non-
U.S. persons in an "offshore transaction" within the meaning of Regulation S ("Regulation S") under the United States Securities Act of 1933 (the "Securities
Act") ("Unrestricted Notes") will initially be represented by a permanent registered global certificate (each an "Unrestricted Global Certificate") without
interest coupons, which may be deposited on the relevant issue date (a) in the case of a Series intended to be cleared through Euroclear and/or Clearstream,
Luxembourg, with a common depositary on behalf of Euroclear and Clearstream, Luxembourg, (b) if such Unrestricted Global Certificate is to be held under the
New Safekeeping Structure (the "NSS") with a Common Safekeeper for Euroclear and Clearstream, Luxembourg or (c) with a custodian (the "Custodian") for,
and registered in the name of Cede & Co. as nominee for, The Depository Trust Company ("DTC") or (d) in the case of a Series intended to be cleared through
a clearing system other than, or in addition to, DTC, Euroclear and/or Clearstream, Luxembourg, or delivered outside a clearing system, as agreed between the
Issuer and the Dealer. Registered Notes sold in the United States to "qualified institutional buyers" ("QIBs") within the meaning of Rule 144A ("Rule 144A")
under the Securities Act that are also "qualified purchasers" ("QPs") as defined in Section 2(a)(51) of the United States Investment Company Act of 1940 (the
"Investment Company Act") ("Restricted Notes") will initially be represented by a permanent registered global certificate (each a "Restricted Global
Certificate" and, together with the Unrestricted Global Certificate, the "Global Certificates") without interest coupons, which may be deposited on the relevant
issue date with a Custodian for, and registered in the name of Cede & Co. as nominee for DTC. The provisions governing the exchange of interests in Global
Notes for other Global Notes and definitive Notes and the exchange of interests in each Global Certificate for definitive Registered Notes are described in
"Overview of Provisions Relating to the Notes while in Global Form".
The Issuer has been assigned a rating of Aa2 and P-1 (stable outlook) by Moody's France S.A.S ("Moody's") and AA and F1+ (stable outlook) by Fitch France
S.A.S ("Fitch"), in respect of its long-term debt and short-term debt, respectively. Obligations rated "Aa" by Moody's are judged to be of high quality and are
subject to very low credit risk. The modifier "1" indicates that the obligation ranks in the higher end of this rating category. Issuers (or supporting institutions)
given a rating of P-1 (Prime-1) have a superior ability to repay short-term debt obligations. As defined by Fitch, an "AA" rating indicates a very high credit
quality and denotes expectations of very low default risk. It indicates very strong capacity for payment of financial commitments. This capacity is not
significantly vulnerable to foreseeable events. An "F1" rating is the highest short-term credit quality. It indicates the strongest intrinsic capacity for timely
payment of financial commitments. The modifier "+" denotes an exceptionally strong credit feature.
Each of Moody's France S.A.S and Fitch France S.A.S is established in the European Union and registered under Regulation (EU) No 1060/2009 as amended by
Regulation (EU) No 513/2011 (the "CRA Regulation"). As such, as of the date of this Base Prospectus, each of Moody's France S.A.S and Fitch France S.A.S is
included in the list of registered credit rating agencies published on the website of the European Securities and Markets Authority ("ESMA")
(www.esma.europa.eu). Tranches of Notes (as defined in the "Terms and Conditions of the Notes") issued under the Programme may be rated or unrated.
Where a Tranche of Notes is rated, such rating will not necessarily be the same as the ratings assigned to the Notes. Whether or not each credit rating applied
for in relation to a relevant Series of Notes will be issued by a credit rating agency established in the European Union and registered under the CRA Regulation
will be disclosed in the Final Terms. Where Notes are rated by a credit rating agency registered under the CRA Regulation, such credit rating agency will
appear on the list of registered credit rating agencies published on the website of ESMA (www.esma.europa.eu). A security rating is not a recommendation to
buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Furthermore, the Issuer
may at any time reduce the number of rating agencies from which it requests ratings.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Base Prospectus.
Arranger and Dealer
BNP PARIBAS


TABLE OF CONTENTS
Page
SUMMARY OF THE PROGRAMME .............................................................................................................. 2
RESUME DU PROGRAMME .........................................................................................................................11
RISK FACTORS .............................................................................................................................................. 21
RETAIL CASCADES ...................................................................................................................................... 27
OVERVIEW OF THE PROGRAMME............................................................................................................ 29
IMPORTANT NOTICES ................................................................................................................................. 36
DOCUMENTS INCORPORATED BY REFERENCE.................................................................................... 42
GENERAL DESCRIPTION OF THE PROGRAMME ................................................................................... 43
SELECTED FINANCIAL INFORMATION OF THE ISSUER...................................................................... 44
TERMS AND CONDITIONS OF THE NOTES ............................................................................................. 45
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ..................... 67
USE OF PROCEEDS....................................................................................................................................... 74
DESCRIPTION OF ISSUER ........................................................................................................................... 75
TAXATION...................................................................................................................................................... 96
CERTAIN ERISA CONSIDERATIONS.........................................................................................................110
SUBSCRIPTION AND SALE ........................................................................................................................112
CLEARANCE AND SETTLEMENT.............................................................................................................117
TRANSFER RESTRICTIONS ...................................................................................................................... 122
FORM OF FINAL TERMS FOR USE IN CONNECTION WITH ISSUES OF NOTES WITH A
DENOMINATION OF LESS THAN 100,000 TO BE ADMITTED TO TRADING ON AN EEA
REGULATED MARKET AND/OR OFFERED TO THE PUBLIC ON A NON-EXEMPT BASIS IN
THE EEA............................................................................................................................................... 129
ISSUE SPECIFIC SUMMARY ..................................................................................................................... 141
FORM OF FINAL TERMS FOR USE IN CONNECTION WITH ISSUES OF NOTES WITH A
DENOMINATION OF AT LEAST 100,000 TO BE ADMITTED TO TRADING ON AN EEA
REGULATED MARKET ...................................................................................................................... 159
GENERAL INFORMATION......................................................................................................................... 170
PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS................ 173
VISA FROM THE AUTORITÉ DES MARCHES FINANCIERS ................................................................ 174
ANNUAL STATEMENTS 2015 .....................................................................................................................F-1
ANNUAL STATEMENTS 2014 ...................................................................................................................F-62
1


SUMMARY OF THE PROGRAMME
Summaries are made up of disclosure requirements known as `Elements'. These elements are numbered in
Sections A ­ E (A.1 ­ E.7).
This summary contains all the Elements required to be included in a summary for this type of securities and
Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering
sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities and
Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short
description of the Element is included in the summary with the mention of `Not Applicable'.
This summary is provided for the purposes of the issue by CADES of Notes of a denomination of less than
Euro100,000 which are offered to the public or admitted to trading on a Regulated Market of the European
Economic Area. The issue specific summary relating to this type of Notes will be annexed to the relevant Final
Terms and will comprise (i) the information below with respect to the summary of the Base Prospectus and
(ii) the information included in the issue specific summary attached to the relevant Final Terms.
Section A - Introduction and warnings
A.1
Introduction and This summary must be read as an introduction to this Base Prospectus. Any decision
warning
to invest in the Notes should be based on a consideration by any investor of the Base
Prospectus as a whole, including any documents incorporated by reference and any
supplement from time to time. Where a claim relating to information contained in this
Base Prospectus is brought before a court, the plaintiff investor may, under the
national legislation of the Member State of the European Economic Area have to bear
the costs of translating this Base Prospectus or any supplement or document
incorporated by reference before the legal proceedings are initiated. Civil liability
attaches only to those persons who have tabled the summary, including any
translation thereof, but only if the summary is misleading, inaccurate or inconsistent
when read together with the other parts of this Base Prospectus or it does not provide,
when read together with the other parts of this Base Prospectus, key information in
order to aid investors when considering whether to invest in the Notes.
A.2
Consent for use In the context of the offer of the Notes from time to time in France and/or
of the Base Luxembourg (the ``Public Offer Jurisdictions'') which is not made within an
Prospectus
in exemption from the requirement to publish a prospectus under the Prospectus
subsequent
Directive, as amended (a "Public Offer"), the Issuer consents to the use of this Base
re-sale or final Prospectus as so supplemented in connection with a Public Offer of any Notes during
placement,
the offer period specified in the relevant Final Terms (the "Offer Period") and in the
indication
of Public Offer Jurisdiction(s) specified in the relevant Final Terms by:
Offer Period and (i) subject to the conditions set out in the relevant Final Terms, any financial
conditions
to
intermediary designated in such Final Terms; or
consent
for (ii) if so specified in the relevant Final Terms, any financial intermediary which
subsequent
satisfies the following conditions: (a) acts in accordance with all applicable
re-sale or final
laws, rules, regulations and guidance of any applicable regulatory bodies (the
placement and
"Rules"), from time to time including, without limitation and in each case,
warning
Rules relating to both the appropriateness or suitability of any investment in the
Notes by any person and disclosure to any potential investor; (b) complies with
the restrictions set out under "Subscription and Sale" in this Base Prospectus
2


which would apply as if it were a Dealer; (c) ensures that any fee (and any
commissions or benefits of any kind) received or paid by that financial
intermediary in relation to the offer or sale of the Notes is fully and clearly
disclosed to investors or potential investors; (d) holds all licences, consents,
approvals and permissions required in connection with solicitation of interests
in, or offers or sales of, the Notes under the Rules; (e) retains investor
identification records for at least the minimum period required under applicable
Rules, and shall, if so requested, make such records available to the Dealer and
the Issuer or directly to the appropriate authorities with jurisdiction over the
Issuer and/or the Dealer in order to enable the Issuer and/or the Dealer to
comply with anti-money laundering, anti-bribery and "know your client" rules
applying to the Issuer and/or the Dealer; (f) does not, directly or indirectly, cause
the Issuer or the Dealer to breach any Rule or any requirement to obtain or make
any filing, authorisation or consent in any jurisdiction; and (g) satisfies any
further conditions specified in the relevant Final Terms (in each case an
"Authorised Offeror").
For the avoidance of doubt, neither the Dealer nor the Issuer shall have any obligation
to ensure that an Authorised Offeror complies with applicable laws and regulations
and shall therefore have no liability in this respect.
The Issuer accepts responsibility, in the Public Offer Jurisdiction(s) specified in the
Final Terms, for the content of this Base Prospectus in relation to any person (an
"Investor") in such Public Offer Jurisdiction(s) to whom an offer of any Notes is
made by any Authorised Offeror and where the offer is made during the period for
which that consent is given. However, neither the Dealer nor the Issuer has any
responsibility for any of the actions of any Authorised Offeror, including compliance
by an Authorised Offeror with applicable conduct of business rules or other local
regulatory requirements or other securities law requirements in relation to such offer.
The consent referred to above relates to Offer Periods (if any) occurring within 12
months from the date of this Base Prospectus.
Any Authorised Offeror who wishes to use this Base Prospectus in connection
with a Public Offer is required, for the duration of the relevant Offer Period, to
publish on its website that it is using the Base Prospectus for such Public Offer in
accordance with the consent of the Issuer and in accordance with the conditions
attached thereto.
An Investor intending to acquire or acquiring any Notes from an Authorised
Offeror will do so, and offers and sales of the Notes to an Investor by an
Authorised Offeror will be made, in accordance with any terms and other
arrangements in place between such Authorised Offeror and such Investor
including as to price allocations and settlement arrangements (the "Terms and
Conditions of the Public Offer"). The Issuer will not be a party to any such
arrangements with Investors (other than the Dealer) in connection with the offer
or sale of the Notes and, accordingly, this Base Prospectus and any Final Terms
will not contain such information. The Terms and Conditions of the Public Offer
shall be provided to Investors by that Authorised Offeror at the time of the
Public Offer. Neither the Issuer nor the Dealer or other Authorised Offerors has
any responsibility or liability for such information.
References in this Summary to "Dealers" are to BNP Paribas and to such additional
3


persons that are appointed as dealers in respect of the whole Programme (and whose
appointment has not been terminated) or of one or more Tranches.
Section B ­ Issuer
B.1
The legal and Caisse d'Amortissement de la Dette Sociale ("CADES" or the "Issuer").
commercial name
of the Issuer
B.2
The domicile and CADES is established as an administrative public agency (établissement public
legal form of the national à caractère administratif) operating under French law.
Issuer,
the CADES is domiciled in and incorporated in Paris, France.
legislation under
which the Issuer
operates and its
country
of
incorporation
B.4b
A description of Not Applicable. There are no known trends affecting the Issuer and the industries in
any known trends which it operates.
affecting
the
Issuer and the
industries
in
which it operates
B.5
Description of the Not Applicable. CADES does not form part of any group.
Issuer's
Group
and the Issuer's
position within
the Group
B.9
Profit forecast or Not Applicable. The Issuer does not provide profit forecasts or estimates in the Base
estimate
Prospectus or any documents incorporated by reference in the Base Prospectus.
B.10
Qualifications in The auditor's report with respect to the financial statements as of and for the year
the
auditors' ended 31 December 2015 contains an observation.
report
The auditor's report with respect to the financial statements as of and for the year
ended 31 December 2014 contains an observation.
B.12
Selected
(in millions of euros)
As at 31 December 2015 As at 31 December 2014
historical
key
Treasury bills and other 9,000.00
7,000.06
financial
bills
eligible
for
information
refinancing with central
banks
Total
assets
and 18,259.27
13,457.70
liabilities
Sub-total - Debts
144,797.09
143,578.40
Sub-total - Reserves
(126,650.88)
(130,163.75)
Net profit for the period 13,512.87
12,716.81
then ended
There has been no material adverse change in the prospects of the issuer since 31
December 2015.
4


There has been no significant changes in the financial or trading position since 31
December 2015.
B.13
Recent material Not Applicable. There have been no recent events which the Issuer considers
events particular materially relevant to the evaluation of its solvency.
to the Issuer's
solvency
B.14
Extent to which Not applicable. CADES does not form part of any group.
the Issuer is
dependent upon
other
entities
within the Group
B.15
Principal
CADES is responsible for financing and repaying a portion of the accumulated debt
activities of the of France's social security system. CADES finances this debt by borrowing primarily
Issuer
in the debt capital markets and using the proceeds of social security taxes imposed on
French taxpayers' earnings to service interest payments and repay principal on the
amounts borrowed.
B.16
Extent to which CADES is owned and controlled by the French State.
the Issuer is
directly
or
indirectly owned
or controlled
B.17
Credit
ratings As at the date of the Base Prospectus, the Issuer's long-term and short-term debt has
assigned to the been respectively rated (i) Aa2 and P-1 (stable outlook) by Moody's France S.A.S.
Issuer or its debt ("Moody's") and (ii) AA and F1+ (stable outlook) by Fitch France S.A.S. ("Fitch").
securities
Each of Moody's and Fitch is established in the European Union and registered under
Regulation (EU) No 1060/2009 as amended by Regulation (EU) No 513/2011 (the
"CRA Regulation").
Tranches of Notes issued under the Programme may be rated or unrated.
Where a Tranche of Notes is rated, such rating will not necessarily be the same as the
ratings assigned to the Notes.
A security rating is not a recommendation to buy, sell or hold securities and may be
subject to suspension, reduction or withdrawal at any time by the assigning rating
agency. Furthermore, the Issuer may at any time reduce the number of rating agencies
from which it requests ratings.
Section C - Securities
C.1
Type and class of Type of Notes:
the Notes
Up to Euro 65,000,000,000 (or the equivalent in other currencies at the date of issue)
aggregate nominal amount of Notes outstanding at any one time pursuant to the
Global Medium Term Note Programme arranged by BNP Paribas.
The Notes will be issued on a syndicated or non-syndicated basis. The Notes will be
issued in series (each a "Series") having one or more issue dates and on terms
otherwise identical (or identical other than in respect of the first payment of interest),
the Notes of each Series being intended to be interchangeable with all other Notes of
that Series. Each Series may be issued in tranches (each a "Tranche") on the same or
different issue dates. The specific terms of each Tranche (which will be completed,
where necessary, with the relevant terms and conditions and, save in respect of the
issue date, issue price, first payment of interest and nominal amount of the Tranche,
will be identical to the terms of other Tranches of the same Series) will be completed
in the final terms (the "Final Terms").
5


The Notes may be issued in bearer form ("Bearer Notes") or in registered form
("Registered Notes") only. Each Tranche of Bearer Notes will be represented on
issue by a temporary Global Note if (i) definitive Notes are to be made available to
Noteholders following the expiry of 40 days after their issue date or (ii) such Notes
have an initial maturity of more than one year and are being issued in compliance
with the D Rules (as specified in Element C.5 below), otherwise such Tranche will be
represented by a permanent Global Note. Registered Notes will be represented by
Certificates, one Certificate being issued in respect of each Noteholder's entire
holding of Registered Notes of one Series. Certificates representing Registered Notes
that are registered in the name of a nominee for one or more clearing systems are
referred to as "Global Certificates". Registered Notes sold in an "offshore
transaction" within the meaning of Regulation S will initially be represented by an
Unrestricted Global Certificate. Registered Notes sold in the United States to QIBs
that are also QPs will initially be represented by a Restricted Global Certificate.
Notes have been accepted for clearance through Clearstream, Luxembourg and
Euroclear for bearer notes, Clearstream, Luxembourg, Euroclear and/or DTC for
Registered Notes and, in relation to any Tranche, such other clearing system as may
be agreed between the Issuer, the Fiscal Agent and the relevant Dealer. The Common
Code, the International Securities Identification Number (ISIN) and (where
applicable) the identification number for any other relevant clearing system for each
Series of Notes will be specified in the applicable Final Terms.
Class of Notes
The Notes will constitute direct, unconditional, unsubordinated and unsecured
obligations of the Issuer and will rank pari passu among themselves.
C.2
Currencies
Subject to compliance with all relevant laws, regulations and directives, Notes may be
issued in any currency as agreed between the Issuer and the relevant Dealers.
C.5
Description
of There are restrictions on the transfer of Notes sold to non-U.S. persons in offshore
any restrictions transactions pursuant to Regulation S under the Securities Act prior to the expiration
on
the
free of the relevant distribution compliance period and on the transfer of Registered Notes
transferability of sold in the United States to QIBs that are also QPs (as defined in Section 2(a)(51) of
the Notes
the Investment Company Act) pursuant to Rule 144A under the Securities Act.
The Issuer is Category 2 for the purposes of Regulation S under the Securities Act, as
amended.
The Notes will be issued in compliance with U.S. Treas. Reg. §1.163-5(c)(2)(i)(D) (or
any successor rules in substantially the same form that are applicable for purposes of
section 4701 of the U.S. Internal Revenue Code of 1986, as amended (the "Code")
(the "D Rules") unless (i) the relevant Final Terms states that Notes are issued in
compliance with U.S. Treas. Reg. §1.163-5(c)(2)(i)(C) (or any successor rules in
substantially the same form that are applicable for purposes of section 4701 of the
Code) (the "C Rules") or (ii) the Notes are issued other than in compliance with the
D Rules or the C Rules but in circumstances in which the Notes will not constitute
"registration required obligations" under the United States Tax Equity and Fiscal
Responsibility Act of 1982 ("TEFRA"), which circumstances will be referred to in
the relevant Final Terms as a transaction to which TEFRA is not applicable.
6


C.8
Description
of
rights attached to Cross Default
the
Notes
including ranking
and limitations to None.
those rights
Negative pledge
There will be a negative pledge in respect of the Notes.
Events of Default
There will be Events of Default in respect of (a) non-payment, (b) breach of other
obligations and (c) dissolution.
Withholding tax
All payments of principal and interest in respect of the Notes will be made free and
clear of French withholding taxes unless required by applicable law or regulation. In
the event of any such withholding, the Issuer shall not, nor shall it be required to, pay
any additional amount in respect of any such withholding.
Governing law
The Notes will be governed by English law.
Meetings of Holders
The terms of the Notes contain provisions for calling meetings of holders to consider
matters affecting their interests generally. These provisions permit defined majorities
to bind all holders including holders that did not attend and vote at the relevant
meeting and holders that voted in a manner contrary to the majority.
Status of the Notes
Notes will constitute direct, unconditional, unsubordinated and unsecured obligations
of the Issuer and will rank pari passu among themselves.
Prescription
Claims against the Issuer for payment in respect of the Notes, Receipts and Coupons
(which for this purpose shall not include Talons) shall be prescribed and become void
unless made within 10 years (in the case of principal) or five years (in the case of
interest) of the relevant date.
C.9
Interest, maturity See Element C.8 above for the rights attached to the Notes, ranking and limitations.
and redemption
provisions, yield
and
Interest rates and interest periods
representation of The length of the interest periods for the Notes and the applicable interest rate or its
the Noteholders
method of calculation may differ from time to time or be constant for any Series.
Notes may have a maximum interest rate, a minimum interest rate, or both. The use of
7


interest accrual periods permits the Notes to bear interest at different rates in the same
interest period. All such information will be set out in the relevant Final Terms.
Fixed Rate Notes
Fixed interest will be payable in arrear on the date or dates in each year specified in
the relevant Final Terms.
Floating Rate Notes
Floating Rate Notes will bear interest determined separately for each Series as
follows:
(a) on the same basis as the floating rate under a notional interest rate swap
transaction in the relevant Specified Currency governed by an agreement
incorporating the 2006 ISDA Definitions, as published by the International
Swaps and Derivatives Association, Inc. or
(b) by reference to LIBOR, LIBID LIMEAN or EURIBOR or such other
benchmark as may be specified in the relevant Final Terms as adjusted for any
applicable margin.
Interest periods will be specified in the relevant Final Terms.
Zero Coupon Notes
Zero Coupon Notes may be issued at their nominal amount or at a discount to it and
will not bear interest.
Maturities
Subject to compliance with all relevant laws, regulations and directives, any maturity.
Redemption
The terms and conditions will specify the basis for calculating the redemption
amounts payable. Unless permitted by then current laws and regulations, Notes which
have a maturity of less than one year and in respect of which the issue proceeds are to
be accepted by the Issuer in the United Kingdom or whose issue otherwise constitutes
a contravention of section 19 of the FSMA must have a minimum redemption amount
of £100,000 (or its equivalent in other currencies).
Optional Redemption
The Final Terms issued in respect of each issue of Notes will state whether such
Notes may be redeemed prior to their stated maturity at the option of the Issuer (either
in whole or in part) and/or the holders, and if so the terms applicable to such
redemption.
Redemption by Instalments
The Final Terms issued in respect of each issue of Notes that are redeemable in two or
more instalments will set out the dates on which, and the amounts in which, such
Notes may be redeemed.
Early Redemption
Except as provided in "­ Optional Redemption" above, Notes will not be redeemable
at the option of the Issuer prior to maturity.
8


Representative of Noteholders
Not applicable. There is no representative of Noteholders.
C.10
Derivative
See C9 for the Interest, maturity and redemption provisions, yield and representative
component
in of the Noteholders. Not Applicable. The Notes issued under the Programme do not
interest payments contain any derivative component in the interest payment.
C.11
Admission
to Application has been made to list Notes issued under the Programme on Euronext
trading
on a Paris and/or any other Regulated Market in any Member State of the EEA and/or
Regulated Market quotation by such other or further listing authorities, stock exchanges and/or
quotation systems as may be agreed between the Issuer and the relevant Dealer, or
may be unlisted, in each case as specified in the Final Terms.
C.21
Indication
of See Element C.11 for an indication of market where securities will be traded and for
Market
which a prospectus in respect of the Notes has been published.
Section D ­ Risk Factors
D.2
Key
There are certain factors that may affect the ability of the Issuer to fulfil its obligations
information on
under the Notes.
the key risks
that are specific
to the Issuer or
The following are the key risk factors relating to Issuer and its industry and include,
its industry
without limitation:

The French State has transferred additional social security debt to the Issuer in
the past and may do so in the future;

The revenues of CADES from the social security taxes it receives may vary

The Issuer faces various market risks, including counterparty risk and interest
rate risk;

Differences in accounting methodology may be material to an understanding
of the financial information contained in this Base Prospectus; and

The Issuer has not registered, and will not register, as an investment company
under the U.S. Investment Company Act of 1940.
D.3
Key
There are certain factors which are material for the purpose of assessing the risks
information on associated with Notes issued under the Programme, including the following:
the key risks Risks relating to the Notes:
that are specific
to the Notes

The Notes may not be a suitable investment for all investors;

None of the Issuer or any dealer or their affiliates has or assumes any
responsibility for the lawfulness of the acquisition of the Notes;

The trading market for debt securities may be volatile and may be adversely
impacted by many events;

An active trading market for the Notes may not develop;

Any early redemption at the option of the Issuer, if provided for in the Final
Terms, could cause the yield received by Noteholders to be less than
anticipated;

The Notes may be subject to restrictions on transfer which may adversely
affect their value;

The Notes contain limited events of default and covenants;
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