Obbligazione Casino Guichard-Perrachon SA 7.5% ( FR0010154385 ) in EUR

Emittente Casino Guichard-Perrachon SA
Prezzo di mercato refresh price now   100 EUR  ⇌ 
Paese  Francia
Codice isin  FR0010154385 ( in EUR )
Tasso d'interesse 7.5% per anno ( pagato 4 volte l'anno) - Obbligazione è in default, i pagamenti sono sospes
Scadenza perpetue



Prospetto opuscolo dell'obbligazione Casino Guichard Perrachon SA FR0010154385 en EUR 7.5%, scadenza perpetue


Importo minimo /
Importo totale /
Coupon successivo 20/07/2025 ( In 68 giorni )
Descrizione dettagliata Casino Guichard-Perrachon SA è una società francese di distribuzione alimentare con una presenza significativa in Francia, Brasile e altri paesi, operante nella grande distribuzione, supermercati e ipermercati, con marchi come Géant Casino, Monoprix e Franprix.

The Obbligazione issued by Casino Guichard-Perrachon SA ( France ) , in EUR, with the ISIN code FR0010154385, pays a coupon of 7.5% per year.
The coupons are paid 4 times per year and the Obbligazione maturity is perpetue








OFFERING CIRCULAR DATED 18 JANUARY 2005

Casino Guichard-Perrachon
EUR 500,000,000
Undated Deeply Subordinated Fixed to CMS Floating Rate Notes
ISSUE PRICE: 100 PER CENT.

The 500,000,000 Undated Deeply Subordinated CMS Floating Rate Notes (the "Notes") of Casino Guichard-Perrachon (the "Issuer" or "Casino") will be issued outside
the Republic of France and will bear interest (i) at a fixed rate of 7.5 per cent. per annum from, and including, 20 January 2005 (the "Issue Date") to, but excluding, 20
January 2008 and 75 shall be payable annually in respect of each Note on 20 January 2006, 20 January 2007 and 20 January 2008 , and (ii) thereafter at a rate equal to the
lower of (x) 1 per cent. above the relevant EUR CMS 10 rate and (y) 9 per cent. per annum. Interest will be payable quarterly in arrear on 20 January, 20 April, 20 July and
20 October in each year (subject to the adjustment described in "Terms and Conditions of the Notes ­ Interest and Interest Interruption - General"), commencing on 20
April 2008 (subject to the same such adjustment), as more fully described in "Terms and Conditions of the Notes ­ Interest and Interest Interruption ­ General" herein.
Interest payments under the Notes may, in certain circumstances, be suspended at the option of the Issuer in which case such payments shall not be paid and shall be
forfeited. (See "Terms and Conditions of the Notes ­ Interest and Interest Interruption" herein).

The principal and interest on the Notes constitute direct, unconditional, unsecured and Deeply Subordinated Obligations of the Issuer and rank and will rank pari passu
among themselves and pari passu with all other present and future Deeply Subordinated Obligations of the Issuer, but shall be subordinated to the titres participatifs issued
by, and prêts participatifs granted to, the Issuer, to Ordinary Subordinated Obligations and to Unsubordinated Obligations of or issued by the Issuer (as all such terms are
defined in "Terms and Conditions of the Notes ­ Definitions"). (See "Terms and Conditions of the Notes ­ Status of the Notes and Subordination" herein).

The Notes are undated and have no final maturity. The Issuer may, at its option, redeem all, but not some only, of the Notes at their original principal amount (together with
accrued interest) on the Floating Rate Interest Payment Date falling on 20 January 2010 (subject to the adjustment described in "Terms and Conditions of the Notes ­
Interest and Interest Interruption - General") or on any subsequent Floating Rate Interest Payment Date, as set out in "Terms and Conditions of the Notes - Redemption and
Purchase ­ General Call Option of the Issuer". In addition, the Issuer may, and in certain circumstances shall, redeem all, but not some only, of the Notes at their principal
amount (together with accrued interest) for certain tax reasons. (See "Terms and Conditions of the Notes ­ Redemption and Purchase" herein).

See "Investment Considerations" on page 6 for certain information relevant to an investment in the Notes.

Application has been made to list the Notes on the Premier Marché of Euronext Paris S.A. and on the Luxembourg Stock Exchange.


Avertissement de l'AMF

L'Autorité des marchés financiers attire l'attention du public sur les éléments suivants :
- Le titre subordonné de dernier rang, par application contractuelle de l'article L.228-97 du Code de commerce, se distingue de l'obligation ordinaire et du titre
subordonné en raison de son tout dernier rang de créance résultant de la clause de subordination.
- Les titres ont été émis pour une durée indéterminée, néanmoins l'émetteur a la faculté, à la date de paiement d'intérêts du 20 janvier 2010 puis à chaque date de
paiement d'intérêts ultérieure, de rembourser la totalité des titres à leur valeur nominale d'origine.
- Les modalités particulières de paiement des intérêts, lequel peut être optionnel ou obligatoire, sont exposées à la condition 4. Tout intérêt optionnel non versé sera
définitivement perdu.

The Notes have been accepted for clearance through Euroclear France, Clearstream Banking, société anonyme ("Clearstream, Luxembourg ") and Euroclear Bank
SA/N.V., as operator of the Euroclear System ("Euroclear"). The Notes will on the Issue Date be inscribed (inscription en compte) in the books of Euroclear France which
shall credit the accounts of the Account Holders (as defined in "Terms and Conditions of the Notes - Form, Denomination and Title" below) including the depositary banks
for Euroclear and Clearstream, Luxembourg.

The Notes will be issued in dematerialised bearer form in the denomination of 1,000 each. The Notes will at all times be represented in book entry form (dématérialisé) in
the books of the Account Holders in compliance with article L.211-4 of the French Code monétaire et financier. No physical document of title will be issued in respect of
the Notes.

The Notes have been assigned a rating of BB+ by Standard & Poor's Ratings Services and BB+ by Fitch Ratings. A rating is not a recommendation to buy, sell or hold
Notes and may be subject to revision, suspension, reduction or withdrawal at any time by the relevant rating agency.
Lead Managers
UBS Investment Bank
BNP Paribas
(Structuring Adviser)
Co-Managers
HSBC CCF
Deutsche Bank




The Issuer, having made all reasonable enquiries, confirms that (i) this Offering Circular contains all
information with respect to the Issuer, the Issuer and its consolidated subsidiaries (filiales consolidées)
and affiliates (participations consolidées) taken as a whole (the "Group") and the Notes that is material
in the context of the issue and offering of the Notes, (ii) the statements contained in this Offering
Circular relating to the Issuer, the Group and the Notes are in every material particular true and
accurate and not misleading, (iii) the opinions and intentions expressed in this Offering Circular with
regard to the Issuer and the Group are honestly held, have been reached after considering all relevant
circumstances and are based on reasonable assumptions, (iv) there are no other facts in relation to the
Issuer, the Group or the Notes the omission of which would, in the context of the issue and offering of
the Notes, make any statement in this Offering Circular misleading in any material respect and (v) all
reasonable enquiries have been made by the Issuer to ascertain such facts and to verify the accuracy of
all such information and statements. The Issuer accepts responsibility accordingly.
No person has been authorised to give any information or to make any representation other than those
contained in this Offering Circular in connection with the issue or offering 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 the Managers (as defined in "Subscription and Sale"). Neither the delivery of this Offering
Circular nor any sale made in connection therewith shall, under any circumstances, create any
implication that there has been no change in the affairs of the Issuer or the Group, or that there has
been no adverse change in the financial position of the Issuer or the Group, since the date thereof.
The distribution of this Offering Circular and the offering or sale of the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Offering Circular or any other offering
material relating to the Notes comes are required by the Issuer and the Lead Managers 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") and,
subject to certain exceptions, may not be offered or sold 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")). See "Subscription and Sale".
This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer or
the Managers to subscribe or purchase any Notes.
The Managers have not separately verified the information contained in this Offering Circular. The
Managers do not make any representation, express or implied, or accept any responsibility, with
respect to the accuracy or completeness of any of the information in this Offering Circular. Neither this
Offering Circular 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 or the
Managers that any recipient of this Offering Circular or any other financial statements should
subscribe or purchase the Notes. Each potential purchaser or purchaser of Notes should determine for
itself the relevance of the information contained in this Offering Circular and its subscription or
purchase of Notes should be based upon such investigation as it deems necessary and, in particular,
should consult with its own tax advisor as to the potential tax effects of owing or disposing any Notes.
None of the Managers undertakes to review the financial condition or affairs of the Issuer or the Group
during the life of the Notes nor to advise any investor or potential investor in the Notes of any
information coming to the attention of the Managers.
In connection with this issue, UBS Limited (the "Stabilising Agent") or any person acting for him may
over-allot or effect transactions with a view to supporting the market price of the Notes at a level higher
than that which might otherwise prevail for a limited period. However, there may be no obligation on
the Stabilising Agent or any agent of his to do this. Such stabilising, if commenced, may be discontinued
at any time and must be brought to an end after a limited period. Any such transactions will be carried
out in accordance with applicable laws and regulations.
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In this Offering Circular, 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.
In this Offering Circular, 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
DOCUMENTS INCORPORATED BY REFERENCE .................................................................................. 5
INVESTMENT CONSIDERATIONS........................................................................................................... 6
SUMMARY OF THE TERMS AND CONDITIONS OF THE NOTES......................................................... 8
USE OF PROCEEDS................................................................................................................................. 25
DESCRIPTION OF CASINO GUICHARD-PERRACHON ....................................................................... 26
RECENT DEVELOPMENTS .................................................................................................................... 32
CAPITALISATION.................................................................................................................................... 43
HISTORICAL DIVIDENDS ...................................................................................................................... 45
REPORT OF THE AUDITORS ON THE CONSOLIDATED FINANCIAL STATEMENTS OF THE ISSUER
AS AT, AND FOR THE FINANCIAL YEAR ENDED, 31 DECEMBER 2003.................................... 46
AUDITED CONSOLIDATED ANNUAL FINANCIAL STATEMENTS OF THE ISSUER......................... 48
STATUTORY AUDITORS' LIMITED REVIEW REPORT ON THE INTERIM FINANCIAL
STATEMENTS OF THE ISSUER ...................................................................................................... 53
UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS OF THE ISSUER (SUBJECT
TO A LIMITED REVIEW OF THE ISSUER'S STATUTORY AUDITORS) ....................................... 55
INTERIM MANAGEMENT REPORT FOR THE SIX MONTHS TO 30 JUNE 2004 ................................. 97
SUBSCRIPTION AND SALE.................................................................................................................. 108
GENERAL INFORMATION ....................................................................................................................111
RESUME EN FRANCAIS (SUMMARY IN FRENCH LANGUAGE)........................................................113
INFORMATIONS RELATIVES A L'ADMISSION A LA COTE D'EURONEXT PARIS S.A. ......................... 121
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DOCUMENTS INCORPORATED BY REFERENCE

The Issuer's Document de Référence in the French language, incorporating the audited consolidated and non-
consolidated financial statements (and the notes thereto) of the Issuer for the year ended 31 December 2003,
and the auditors' report thereon, filed with the Autorité des marchés financiers (the "AMF") on 7 May 2004
under No. D.04-0689, is incorporated by reference in, and is deemed to form part of, this Offering Circular.
An English language version of such annual consolidated financial statements and the report thereto of the
auditors are contained in this Offering Circular and should be read in conjunction with the notes to such
financial statements.
An English language version of the semi-annual consolidated financial statements for the six month period
ended 30 June 2004 (and the notes thereto), as well as of the limited review report thereon of the auditors, are
contained in this Offering Circular.
Copies of the Document de Référence as well as the semi-annual financial statements are available without
charge on request at the registered office of the Issuer and each of the Paying Agents during normal business
hours.

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INVESTMENT CONSIDERATIONS

The following is a summary of certain aspects of the offering of the Notes of which prospective investors
should be aware. Prior to making an investment decision, prospective investors should consider carefully all
of the information set out in this Offering Circular, including in particular the following investment
considerations detailed below. This summary is not intended to be exhaustive and prospective investors
should make their own independent evaluations of all investment considerations and should also read the
detailed information set out elsewhere in this Offering Circular. Terms defined in "Terms and Conditions of
the Notes" below shall have the same meaning where used below.
Deeply Subordinated Obligations
The Issuer's obligations under the Notes are deeply subordinated obligations of the Issuer and are the most
junior debt instruments of the Issuer, subordinated to and ranking behind the claims of all other
unsubordinated and subordinated creditors of the Issuer, lenders in relation to prêts participatifs granted to the
Issuer and holders of titres participatifs issued by the Issuer. The Issuer's obligations under the Notes rank in
priority only to the Share Capital Securities (as defined in "Terms and Conditions of the Notes ­ Definitions")
of the Issuer.
Undated Securities
The Notes are undated securities, with no specified maturity date. The Issuer is under no obligation to redeem
the Notes at any time, except as provided in "Terms and Conditions of the Notes ­ Redemption and Purchase
­ Liquidation" and "Terms and Conditions of the Notes ­ Redemption and Purchase ­Redemption for
Taxation Reasons". See also "Early Redemption at the Issuer's Option" below.
The Noteholders have no right to require redemption of the Notes, except if a judgment is issued for the
judicial liquidation (liquidation judiciaire) of the Issuer or, following an order of redressement judiciaire, the
sale of the whole of the business (cession totale de l'entreprise) of the Issuer, or in the event of the voluntary
dissolution of the Issuer or if the Issuer is liquidated for any other reason. See "Terms and Conditions of the
Notes ­ Status of the Notes" and "Terms and Conditions of the Notes ­ Redemption and Purchase ­
Liquidation".
Early Redemption at the Issuer's Option
The Notes may be redeemed in whole (but not in part), at the option of the Issuer, at their principal amount
together with accrued interest (i) on the Floating Rate Interest Payment Date (as defined and described in
"Terms and Conditions of the Notes ­ Interest and Interest Interruption ­ General") falling on 20 January
2010 (subject to the provisions of "Terms and Conditions of the Notes ­ Interest and Interest Interruption ­
General") or on any Floating Rate Interest Payment Date thereafter or (ii) at any time for certain tax reasons.
See "Terms and Conditions of the Notes ­ Redemption and Purchase".
Interest Interruption
The Issuer has the option to decide not to pay interest on the Notes on any Interest Payment Date if, during
the 12-months period preceding such Interest Payment Date, it has not paid or declared any dividend on its
Equity Securities and provided it has not made, during any such period, any payments on (including inter alia
by way of redemption, purchase or redemption of) any Equity Securities, as more fully described in "Terms
and Conditions of the Notes ­ Interest and Interest Interruption". The interest payment provisions of the Notes
are non-cumulative. Accordingly, any interest not paid on the Notes as a result of the valid exercise by the
Issuer of such option will be forfeited and accordingly will no longer be due and payable by the Issuer.
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Equity Securities under IFRS
The definition of Equity Securities in Condition 1 is based upon the treatment of such securities as equity for
accounting purposes under IFRS in the Issuer's consolidated financial statements. Certain securities falling
within such definition might be treated as equity or debt in the Issuer's non-consolidated accounts. Similarly,
certain securities classified as equity in the Issuer's non-consolidated accounts may be classified as debt under
IFRS. For example, certain redeemable preference shares (if issued by Casino in the future) would form part
of the Issuer's share capital in the Issuer's non-consolidated accounts under current French GAAP, but may be
treated as debt in the Issuer's consolidated financial statements under IFRS. Such accounting treatment does
not affect the legal status of the Notes in relation to Share Capital Securities, which is described in
Condition 3.
No voting rights
The Notes are non voting.
No Prior Market for the Notes; Resale Restrictions
There is no existing market for the Notes, and there can be no assurance that any market will develop for the
Notes or that holders of the Notes will be able to sell their Notes in the secondary market.
Interest Rate
The coupon on the Notes for each Floating Rate Interest Period is linked to the 10-year Constant Maturity
Swap (CMS 10), the annual rate for euro interest rate swap transactions with a maturity of 10 years.
The CMS 10 is a variable rate and as such is not pre-defined for the lifespan of the Notes; conversely it allows
investors to follow market changes with an instrument reflecting changes in the levels of yields. Higher rates
mean a higher coupon and lower rates mean a lower coupon.
Curve shape changes will also affect the market value of the Notes: any steepening of the long end of the
yield curve will increase the market value of the Notes and conversely any flattening of the long end will
decrease the market value of the Notes. Any steepening of the short end of the yield curve will decrease the
market value of the Notes and vice versa.
The Floating Rate of Interest applicable to the Notes on each Floating Rate Interest Period is subject to a 9%
cap. See "Terms and Conditions of the Notes ­ Interest and Interest Interruption".
No limitation on the Issuer to incur additional indebtedness ranking senior or pari passu with the Notes
The Issuer has not entered into any restrictive covenants in connection with the issuance of the Notes
regarding its ability to incur additional indebtedness ranking pari passu or senior to the obligations under or
in connection with the Notes. The incurrence of any such additional indebtedness may increase the likelihood
of a deferral of interest payments under the Notes and/or may reduce the amount recoverable by Noteholders
in the event of an insolvency or liquidation of the Issuer.




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SUMMARY OF THE TERMS AND CONDITIONS OF THE NOTES
The following summary is qualified in its entirety by the more detailed information included elsewhere in this Offering
Circular. Capitalised terms used but not defined in this summary shall bear the respective meanings ascribed to them
under "Terms and Conditions of the Notes". Prospective investors should also consider carefully, amongst other things,
the factors set out under "Investment Considerations".
Issuer:
Casino Guichard-Perrachon (the "Issuer")
The Issuer is a société anonyme, incorporated in France
Description:
Euro 500,000,000 Undated Deeply Subordinated CMS Floating Rate Notes (the
"Notes")
Structuring Adviser:
UBS Limited
Lead Managers:
UBS Limited and BNP Paribas
Co-Managers:
CCF and Deutsche Bank AG, acting through its London Branch
Amount:
Euro 500,000,000
Issue Price:
100%
Method of issue:
The Notes will be issued on a syndicated basis.
Denomination: Euro
1,000
Maturity:
The Notes are undated perpetual obligations in respect of which there is no fixed
redemption date.
Form of the Notes:
The Notes are issued in dematerialised bearer form and title to the Notes will be
evidenced in accordance with article L.211-4 of the French Code monétaire et
financier by book-entries in the books of Euroclear France which shall credit,
upon issue, the accounts of the Account Holders. Transfer of Notes may only be
effected through registration of the transfer in such books. No physical document
of title will be issued in respect of the Notes.
Status of the Notes:
The Notes are Deeply Subordinated Notes (as defined in Condition 1 of the
Terms and Conditions of the Notes) issued pursuant to the provisions of article
L. 228-97 of the French Code de Commerce, as amended by law n° 2003-706 on
financial security dated 1 August 2003
The principal and interest of the Notes constitute direct, unconditional,
unsecured and lowest ranking subordinated obligations (titres subordonnés de
dernier rang) of the Issuer and rank and will rank pari passu among themselves
and pari passu with all other present and future Deeply Subordinated
Obligations (as defined in Condition 1 of the Terms and Conditions of Notes) of
the Issuer, but behind the titres participatifs issued by, and prêts participatifs
granted to, the Issuer, and behind the Ordinary Subordinated Obligations and the
Unsubordinated Obligations (all as defined in Condition 1 of the Terms and
Conditions of the Notes) of or issued by the Issuer. The Notes shall rank in
priority to any classes of Share Capital Securities (as defined in Condition 1 of
the Terms and Conditions) issued by the Issuer.
Negative Pledge:
There will be no negative pledge in respect of the Notes.
Events of Default:
There will be no events of default in respect of the Notes.
Interest:
Each Note bears interest on its principal amount (i) at a fixed rate of 7.5 per cent.
per annum from, and including, the Issue Date to, but excluding, 20 January
2008 and shall be payable annually on 20 January 2006, 20 January 2007 and 20
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January 2008, and (ii) thereafter at a floating rate of 1 per cent. per annum above
the EUR CMS 10 (as defined in Condition 4 of the Terms and Conditions)
payable quarterly in arrear on 20 January, 20 April, 20 July and 20 October in
each year, commencing on 20 April 2008, as more fully described in Condition
4(a) of the Terms and Conditions of the Notes. If the Floating Rate of Interest so
determined by the Calculation Agent is greater than nine (9) per cent., it shall be
deemed to be nine (9) per cent.
Payment of Interest:
Payment of interest will be compulsory on any Interest Payment Date (as defined
in Condition 4 of the Terms and Conditions of the Notes) in relation to which at
any time during a period of 12 months prior to such Interest Payment Date (i) if
the Issuer has declared or paid a dividend or more generally made a payment in
respect of any Equity Securities (as defined in Condition 1 of the Terms and
Conditions of the Notes) or (ii) if the Issuer has redeemed, repurchased, repaid or
otherwise acquired, or any of its Subsidiaries (as defined in the Terms and
Conditions) has purchased or otherwise acquired, any Equity Securities.
On any other Interest Payment Date (i.e. on any Optional Interest Payment
Date), the Issuer may, at its option and following a decision of its Conseil
d'Administration or its Directeur Général or any Directeur Général Délégué,
elect not to pay interest in respect of the Notes accrued to that date. Any interest
not paid on such date shall be forfeited and no longer be due and payable by the
Issuer.
Early Redemption (including at the The Notes are undated perpetual obligations in respect of which there is no fixed
option of the Issuer):
redemption date. However, the Notes may be redeemed (in whole but not in part)
on the Floating Rate Interest Payment Date falling on 20 January 2010 (subject
to the adjustment described in Condition 4(a) of the Terms and Conditions of the
Notes) or on any Floating Rate Interest Payment Date thereafter, at the option of
the Issuer. See Condition 5(b) of the Terms and Conditions of the Notes.
The Issuer will also have the right to redeem the Notes (in whole but not in part),
for certain tax reasons. In certain circumstances for tax reasons, the Issuer will
be required to redeem the Notes, as more fully described in Condition 5(c)(B) of
the Terms and Conditions.
Taxation:
The Notes will, upon issue, benefit from an exemption from deduction of tax at
source. If French law shall require any such deduction, the Issuer shall, to the
extent permitted by law and subject to certain exceptions, pay additional
amounts.
See Condition 7 of the Terms and Conditions of the Notes.
Representation of Noteholders:
The Noteholders will be grouped automatically for the defence of their
respective common interests in a masse governed by the provisions of the French
Code de commerce and by French décret no. 67-236 of 23 March, 1967 as
amended, subject to certain exceptions and provisions. See Condition 9 of the
Terms and Conditions of the Notes.
Use of proceeds:
The net proceeds of the issue of the Notes amount to Euro 485,000,000 and will
be used for the Issuer's general corporate purposes.
Initial Delivery of the Notes:
At least one Paris business day before the issue date of the Notes, a Lettre
Comptable relating to the Notes shall be deposited with Euroclear France as
central depositary.
Clearing Systems:
The Notes have been accepted for clearance through Euroclear France and
Clearstream, Luxembourg and Euroclear.
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Listings:
Application has been made to list the Notes on the Premier Marché of Euronext
Paris S.A. and the Luxembourg Stock Exchange.
Fiscal Agent, Principal Paying Deutsche Bank AG, acting through its London Branch
Agent and Calculation Agent:
Paying Agent in Paris:
Deutsche Bank AG, Paris Branch
Paying Agent in Luxembourg:
Deutsche Bank Luxembourg S.A.
Selling Restrictions:
There are restrictions on the sale of the Notes and the distribution of offering
material in various jurisdictions.
Ratings:
The Notes have been assigned a rating of BB+ by Standard & Poor's Ratings
Services and BB+ by Fitch Ratings. A rating is not a recommendation to buy,
sell or hold securities and may be subject to revision, suspension, reduction or
withdrawal at any time by the relevant rating agency.
Governing Law:
French law


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