Obbligazione France Énergie 6% ( FR0011710284 ) in GBP

France Énergie

100 GBP ⇌

Francia

FR0011710284 ( in GBP )

6% per anno ( pagato 1 volta l'anno)

perpetue

Prospetto opuscolo dell'obbligazione ELECTRICITE DE FRANCE (EDF) FR0011710284 en GBP 6%, scadenza perpetue

100 000 GBP

1 350 000 000 GBP

23/01/2026 ( In 77 giorni )

EDF è una società energetica francese, leader mondiale nella produzione e distribuzione di energia elettrica.

The Obbligazione issued by France Énergie ( France ) , in GBP, with the ISIN code FR0011710284, pays a coupon of 6% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is perpetue

Prospectus dated 21 January 2014
Issue of
Issue of GBP 1,350,000,000 6.00 per cent. fixed rate notes due 23 January 2114
(the "GBP Hundred-Year Notes")
Issue price: 97.964 per cent.
under the Euro 30,000,000,000 Euro Medium Term Note Programme
of Électricité de France
The GBP Hundred-Year Notes of Électricité de France ("EDF" or the "Issuer") will be issued on 23 January 2014 (the "Issue
Date").
The GBP Hundred-Year Notes will bear interest from (and including) the Issue Date at a fixed rate of 6.00 per cent. per
annum, payable semi-annually in arrear on 23 January and 23 July in each year with the first interest payment date on 23 July
2014, as further described in "GBP Hundred-Year Notes Specific Terms and Conditions".
Unless previously redeemed or purchased and cancelled, in accordance with the terms and conditions of the GBP Hundred-
Year Notes, the GBP Hundred-Year Notes will be redeemed at their principal amount on 23 January 2114 (the "Maturity
Date").
The Issuer may redeem all, but not some only, of the GBP Hundred-Year Notes before the Maturity Date, at their principal
amount, together with any accrued interest thereon, upon the occurrence of a Withholding Event, as further described in "GBP
Hundred-Year Notes Specific Terms and Conditions - Redemption".
In addition, the Issuer will be required to redeem all, but not some only, of the GBP Hundred-Year Notes, at their principal
amount, together with any accrued interest thereon if the termination date of the Issuer's corporate life falls prior to the
Maturity Date of the GBP Hundred-Year Notes, as further described in "GBP Hundred-Year Notes Specific Terms and
Conditions - Redemption".
Application has been made for approval of this Prospectus to the Autorité des marchés financiers (the "AMF") in France in its
capacity as competent authority pursuant to Article 212-2 of its Règlement Général which implements the Directive
2003/71/EC of 4 November 2003 as amended (which includes the amendments made by Directive 2010/73/EU) (the
"Prospectus Directive").
Application has been made to Euronext Paris for the GBP Hundred-Year Notes to be listed and admitted to trading on Euronext
Paris. Euronext Paris is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC (as
amended from time to time), appearing on the list of regulated markets issued by the European Commission (a "Regulated
Market").
The GBP Hundred-Year Notes will be issued in bearer dematerialised form (au porteur) in the denomination of GBP 100,000.
The GBP Hundred-Year 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 (including certificats représentatifs pursuant to Article
R.211-7 of the French Code monétaire et financier) will be issued in respect of the GBP Hundred-Year Notes. The GBP
Hundred-Year Notes will, upon issue, be inscribed in the books of Euroclear France ("Euroclear France") which shall credit
the accounts of the Account Holders.
"Account Holder" shall mean any financial intermediary institution entitled to hold, directly or indirectly, accounts on behalf
of its customers with Euroclear France, and includes Euroclear Bank S.A./N.V. ("Euroclear") and the depositary bank for
Clearstream Banking, société anonyme ("Clearstream, Luxembourg").
The GBP Hundred-Year Notes are expected to be rated A+ by Standard & Poor's Ratings Services ("S&P"), Aa3 by Moody's
Investors Service Ltd ("Moody's' ) and A+ by Fitch Ratings ("Fitch"). Each of Moody's, S&P and Fitch is established in the
European Union and registered under Regulation (EC) No. 1060/2009 of the European Parliament and of the Council of 16
September 2009 on credit rating agencies as amended by Regulation (EU) No. 513/2011 (the "CRA Regulation") and included
in the list of credit rating agencies registered in accordance with the CRA Regulation published on the European Securities and
Markets Authority's website as of the date of this Prospectus. A rating is not a recommendation to buy, sell or hold securities
and may be subject to revision, suspension, change or withdrawal at any time by the assigning rating agency.
Prospective investors should have regard to the risk factors described under the section headed "Risk Factors" in this
Prospectus, in connection with any investment in the GBP Hundred-Year Notes.
i

Global Coordinators and Joint Bookrunners
Citigroup
HSBC
Joint Bookrunners
Barclays
BofA Merrill Lynch
Morgan Stanley
The Royal Bank of Scotland
ii

This Prospectus should be read and construed in conjunction with the documents incorporated by
reference herein (see "Documents Incorporated by Reference") (together, the "Prospectus") which have
been previously or simultaneously published and which shall be deemed to be incorporated by reference
in, and form part of, this Prospectus (except to the extent so specified in, or to the extent inconsistent
with, this Prospectus). For the purposes of this Prospectus, the "Group" means the Issuer and its fully
consolidated subsidiaries.
This Prospectus constitutes a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC of the
European Parliament and of the Council of 4 November 2003 as amended and the relevant implementing
measures in France, in respect of, and for the purposes of giving information with regard to, the Issuer
and the Group and the GBP Hundred-Year Notes which, according to the particular nature of the Issuer,
the Group and the GBP Hundred-Year 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.
No person has been authorised to give any information or to make any representation other than those
contained in this Prospectus in connection with the issue or sale of the GBP Hundred-Year 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 Managers (each as defined in "Subscription and Sale"). Neither the delivery of
this Prospectus nor any offering or 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 those of the Group
since the date hereof or the date upon which this Prospectus has been most recently supplemented or that
there has been no adverse change in the financial position of the Issuer or that of the Group since the
date hereof or the date upon which this Prospectus has been most recently supplemented or that any
other information supplied in connection with the issue of the GBP Hundred-Year Notes 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.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any GBP
Hundred-Year Notes in any jurisdiction to any person to whom it is unlawful to make the offer or
solicitation in such jurisdiction. The distribution of this Prospectus and the offer or sale of GBP
Hundred-Year Notes may be restricted by law in certain jurisdictions. The Issuer and the Managers do
not represent that this Prospectus may be lawfully distributed, or that any GBP Hundred-Year Notes may
be lawfully offered, in compliance with any applicable registration or other requirements in any such
jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for
facilitating any such distribution or offering. In particular, no action has been taken by the Issuer or the
Managers which would permit a public offering of the GBP Hundred-Year Notes or distribution of this
Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no GBP Hundred-
Year Notes may be offered or sold, directly or indirectly, and neither this Prospectus nor any offering
material may be distributed or published in any jurisdiction, except under circumstances that will result
in compliance with any applicable laws and regulations and the Managers (each as defined in
"Subscription and Sale") have represented that all offers and sales by them will be made on the same
terms.
Persons into whose possession this Prospectus comes are required by the Issuer and the
Managers to inform themselves about and to observe any such restriction. In particular, there are
restrictions on the distribution of this Prospectus and the offer or sale of GBP Hundred-Year Notes in the
United States, the United Kingdom, France, EEA, Hong Kong, Singapore and Switzerland see the section
entitled "Subscription and Sale".
THE GBP HUNDRED-YEAR NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.
SUBJECT TO CERTAIN EXCEPTIONS, GBP HUNDRED-YEAR NOTES MAY NOT BE OFFERED OR
SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS, EXCEPT IN TRANSACTIONS EXEMPT FROM OR NOT SUBJECT TO THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY
APPLICABLE STATE SECURITIES LAWS. FOR A DESCRIPTION OF CERTAIN RESTRICTIONS ON
OFFERS AND SALES OF GBP HUNDRED-YEAR NOTES AND ON DISTRIBUTION OF THIS
PROSPECTUS, SEE "SUBSCRIPTION AND SALE".
The Managers have not separately verified the information contained in this Prospectus. None of the
Managers makes any representation, warranty or undertaking, express or implied, or accepts any
responsibility or liability, with respect to the accuracy or completeness of any of the information
iii

contained or incorporated by reference in this Prospectus or any other information provided by the
Issuer in connection with the issue and sale of the GBP Hundred-Year Notes. Neither this Prospectus nor
any information incorporated by reference in this Prospectus is intended to provide the basis of any
credit or other evaluation and should not be considered as a recommendation by the Issuer or the
Managers that any recipient of this Prospectus or any information incorporated by reference should
subscribe for or purchase the GBP Hundred-Year Notes. In making an investment decision regarding the
GBP Hundred-Year Notes, prospective investors must rely on their own independent investigation and
appraisal of the (a) the Issuer, the Group, its business, its financial condition and affairs and (b) the
terms of the offering, including the merits and risks involved. The contents of this Prospectus are not to
be construed as legal, business or tax advice. Each prospective investor should subscribe for or consult
its own advisers as to legal, tax, financial, credit and related aspects of an investment in the GBP
Hundred-Year Notes. None of the Managers undertakes to review the financial condition or affairs of the
Issuer or the Group after the date of this Prospectus nor to advise any investor or potential investor in the
GBP Hundred-Year Notes of any information coming to the attention of any of the Managers. Potential
investors should, in particular, read carefully the section entitled "Risk Factors" set out below before
making a decision to invest in the GBP Hundred-Year Notes.
Neither this Prospectus nor any other information supplied in connection with the issue and sale of the
GBP Hundred-Year Notes (a) is intended to provide the basis of any credit or other evaluation or (b)
should be considered as a recommendation by the Issuer or the Managers that any recipient of this
Prospectus or any other information supplied in connection with the issue and sale of the GBP Hundred-
Year Notes should purchase any GBP Hundred-Year Notes. Neither this Prospectus nor any other
information supplied in connection with the issue and sale of the GBP Hundred-Year Notes constitutes an
offer or invitation by or on behalf of the Issuer or the Managers to any person to subscribe for or to
purchase any GBP Hundred-Year Notes.
In connection with this issue, Citigroup Global Markets Limited (the "Stabilising Manager") (or persons
acting on behalf of the Stabilising Manager) may over-allot GBP Hundred-Year Notes or effect
transactions with a view to supporting the market price of the GBP Hundred-Year Notes at a level higher
than that which might otherwise prevail but in doing so each Stabilising Manager shall act as principal
and not as agent of the Issuer. However, there is no assurance that the Stabilising Manager (or persons
acting on their behalf) will undertake stabilisation action. Any stabilisation action may begin on or after
the date on which adequate public disclosure of the terms of the offer of the GBP Hundred-Year Notes is
made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 calendar
days after the Issue Date and 60 calendar days after the date of the allotment of the GBP Hundred-Year
Notes. Any stabilisation action or over-allotment must be conducted by the Stabilising Manager (or
person(s) acting on their behalf) in accordance with all applicable laws and rules. As between the Issuer
and the Stabilising Manager, any loss resulting from over-allotment and stabilisation shall be borne, and
any profit arising therefrom shall be retained, by the Stabilising Manager.
In this Prospectus, unless otherwise specified or the context otherwise requires, references to "",
"Euro", "EUR" or "euro" are to the single currency of the participating member states of the European
Economic and Monetary Union which was introduced on 1 January 1999 and references to "£",
"sterling", "Sterling" or "GBP" are to the lawful currency of the United Kingdom of Great Britain and
Northern Ireland (the UK or the United Kingdom).
iv

FORWARD-LOOKING STATEMENTS
Certain statements contained herein are forward-looking statements including, but not limited to,
statements with respect to the Issuer's business strategies, expansion and growth of operations, plans or
objectives, trends in its business, competitive advantage and regulatory changes, based on certain
assumptions and include any statement that does not directly relate to a historical fact or current fact.
Forward-looking statements are typically identified by words or phrases such as, without limitation,
"anticipate", "assume", "believe", "continue", "estimate", "expect", "foresee", "intend", "project",
"anticipate", "seek", "may increase" and "may fluctuate" and similar expressions or by future or
conditional verbs such as, without limitation, "will", "should", "would" and "could". Undue reliance
should not be placed on such statements, because, by their nature, they are subject to known and
unknown risks, uncertainties, and other factors and actual results may differ materially from any future
results, performance or achievements expressed or implied by such forward-looking statements. Please
refer to the section entitled "Risk Factors" below.
The Issuer expressly disclaims any obligation or undertaking to release publicly any updates or revisions
to any forward-looking statement contained herein to reflect any change in the Issuer's expectations with
regard thereto or any change in events, conditions or circumstances on which any such statement is
based.
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CONTENTS
Page
Risk Factors..................................................................................................................................................5
Documents Incorporated by Reference ........................................................................................................8
Terms and Conditions of the Notes ............................................................................................................13
GBP Hundred-Year Notes Specific Terms and Conditions........................................................................14
Description of the Issuer.............................................................................................................................19
Recent Events .............................................................................................................................................20
Reasons for the Offer and Use of Proceeds................................................................................................29
Taxation......................................................................................................................................................30
Subscription and Sale .................................................................................................................................31
General Information ...................................................................................................................................35
Persons Responsible for the Information Contained in the Prospectus ......................................................37
Visa of the Autorité des Marchés Financiers..............................................................................................38
Responsabilité du Prospectus .....................................................................................................................39
Visa de l'Autorité des Marchés Financiers .................................................................................................40
vi

GENERAL DESCRIPTION OF THE NOTES
This overview is a general description of the GBP Hundred-Year Notes and is qualified in its entirety by
the remainder of this Prospectus. For a more complete description of the Notes, including definitions of
capitalised terms used but not defined in this section, please see "GBP Hundred-Year Notes Specific
Terms and Conditions of the Notes".
Issuer
Électricité de France
Securities
Issue of GBP 1,350,000,000 6.00 per cent. fixed rate notes due 23
January 2114 (the "GBP Hundred-Year Notes").
Maturity / Redemption
23 January 2114, subject to any optional or mandatory redemption
described below.
Form of the Notes and
The GBP Hundred-Year Notes are issued in bearer form (au porteur) and
Denomination
will at all times be represented in book-entry form (inscription en
compte) in the books of financial intermediaries entitled to hold, directly
or indirectly, accounts on behalf of its customers with Euroclear France,
and includes Euroclear Bank S.A./N.V. and Clearstream Banking, société
anonyme. The GBP Hundred-Year Notes will be issued in the
denomination of GBP 100,000.
Issue Date
23 January 2014.
Status / Ranking
The GBP Hundred-Year Notes will constitute direct, unconditional,
unsubordinated and (subject to the provisions of Negative Pledge below)
unsecured obligations of the Issuer and rank and will rank pari passu
without any preference among themselves and (subject to such
exceptions as are from time to time mandatory under French law) equally
and rateably with all other present or future unsecured and
unsubordinated obligations of the Issuer.
Negative Pledge
So long as any of the GBP Hundred-Year Notes remains outstanding, the
Issuer has agreed that it will not create or have outstanding any mortgage,
charge, pledge or other security interest upon the whole or any part of its
undertaking, revenues or assets, present or future, in order to secure any
Indebtedness (as defined below), or any guarantee or indemnity in
respect of any Indebtedness, without at the same time according to the
GBP Hundred-Year Notes the same security.
"Indebtedness" means any indebtedness of the Issuer which, in each
case, is in the form of or represented by any bond, note, debenture,
debenture stock, loan stock, certificate or other instrument which is, or is
capable of being, listed, quoted or traded on any stock exchange or in any
securities market (including, without limitation, any over-the-counter
market).
For the avoidance of doubt, the Indebtedness shall include any
obligations of the Issuer under dematerialised debt securities that may be
issued from time to time by the Issuer and are traded under a book-entry
transfer system.
Events of Default
The terms and conditions of the GBP Hundred-Year Notes specify that
the following events are each an "Event of Default":
(i) the Issuer (a) fails to pay principal in respect of the GBP Hundred-
Year Notes of the relevant Series or any of them within 15 days following
the Maturity Date or date of redemption thereof or (b) fails to pay interest
in respect of the GBP Hundred-Year Notes of the relevant Series or any
of them within 15 days of the due date for payment thereof; or
(ii) the Issuer defaults in the performance or observance of any of its
other obligations under or in respect of the GBP Hundred-Year Notes of
the relevant Series which default is continuing (except in any case where
1

such default is incapable of remedy when no such continuation or notice,
as is hereinafter mentioned, will be required) for a period of 30 days after
the Issuer receives written notice specifying such default at the specified
office of the Fiscal Agent by the holder of any such Note; or
(iii) (a) any Indebtedness (as defined above) of the Issuer (being
Indebtedness having an outstanding aggregate principal amount in excess
of 100,000,000 or its equivalent in any other currency) is not paid
within 30 days after its stated maturity or earlier redemption date, as the
case may be, or within any longer applicable grace period, as the case
may be, (b) any Indebtedness of the Issuer (being Indebtedness having an
outstanding aggregate principal amount in excess of 100,000,000 or its
equivalent in any other currency) becomes due and payable prior to its
stated maturity as a result of a default thereunder which is not remedied
within the relevant grace period or (c) the Issuer fails to pay when due
any amount payable by it under any guarantee of Indebtedness (being
Indebtedness having an outstanding aggregate principal amount in excess
of 100,000,000 or its equivalent in any other currency) unless, in each
case, the Issuer is contesting in good faith its obligations to make
payment or repayment of any such amount; or
(iv) the Issuer enters into a conciliation (procédure de conciliation in
accordance with Articles L. 611-4 to L. 611-15 of the French Code de
commerce) with creditors, or a judgment is issued for judicial liquidation
(liquidation judiciaire) or for a transfer of the whole of its business
(cession totale de l'entreprise à la suite d'un plan de cession) pursuant to
a judicial reorganisation (redressement judiciaire), or the Issuer is subject
to equivalent legal proceedings, or in the absence of legal proceedings the
Issuer makes a voluntary conveyance, assignment or other arrangement
for the benefit of its creditors or enters into a composition with its
creditors or the Issuer is voluntarily wound up or dissolved (dissolution
or liquidation amiable).
Interest
Each GBP Hundred-Year Note will bear interest from (and including) the
Issue Date at a fixed rate of 6.00 per cent. per annum, payable semi-
annually in arrear on 23 January and 23 July in each year with the first
interest payment date on 23 July 2014.
Yield
The yield of the GBP Hundred-Year Notes is 6.125 per cent. per annum,
as calculated at the Issue Date on the basis of the issue price of the GBP
Hundred-Year Notes. It is not an indication of future yield.
Taxation
All payments in respect of the GBP Hundred-Year Notes shall be made
free and clear of, and without 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 or on behalf of the French Republic or any political
subdivision or any authority thereof or therein having power to tax unless
such withholding or deduction is required by law.
Additional Amounts
If applicable law should require that payments of principal or interest be
subject to such deduction or withholding, the Issuer, will, to the fullest
extent then permitted by law, pay such additional amounts ("Additional
Amounts") as shall result in receipt by the Noteholders of such amounts
as would have been received by them had no such withholding or
deduction been required except that no such Additional Amounts will be
payable in certain circumstances, as more fully described in the Terms
and Conditions of the Notes.
Optional Tax Redemption
The Issuer may redeem all, but not some only, of the GBP Hundred-Year
Event
Notes at 100 per cent. of their principal amount together with all interest
accrued to the date fixed for redemption if:
2

at any time, by reason of a change in any French law or
published regulation the Issuer would, on the occasion of the
next payment of principal or interest, not be able to make such
payment without having to pay Additional Amounts (a "Tax
Gross-up Event"); or

the Issuer would on the next payment of principal or interest in
respect of the Notes be prevented by French law from making
payment to the Noteholders of the full amounts then due and
payable, notwithstanding the undertaking to pay Additional
Amounts (a "Withholding Tax Event", such event, together
with a Tax Gross-Up Event, being a "Withholding Event").
Mandatory Redemption
If, as of the Corporation Life Determination Date (as defined below), the
termination date of the Issuer's corporate life (as such date may be
modified or extended by the extraordinary general shareholders' meeting
in accordance with article 1844-6 of the French Code Civil, the
"Corporation Life Expiration Date") falls prior to the Maturity Date of
the GBP Hundred-Year Notes, the Issuer will be obligated to exercise an
early redemption of the GBP Hundred-Year Notes in whole on the date
(the "Mandatory Early Redemption Date") that is the interest payment
date falling immediately prior to the Corporation Life Expiration Date.
The "Corporation Life Determination Date" shall be the date that is 90
calendar days prior to the Mandatory Early Redemption Date or, if such
day is not a Business Day, on the next preceding Business Day. The
redemption amount shall be 100% of the principal amount of the GBP
Hundred-Year Notes being redeemed, plus accrued interest, if any, to (but
excluding) the Mandatory Early Redemption Date. The notice period to
the Noteholders shall be not less than 30 nor more than 60 calendar days
prior to such Mandatory Early Redemption Date.
As of the date of this Prospectus, the duration of the Issuer is set at 99
years starting from 19 November 2004. As such, unless the Issuer's
corporate life is modified or extended, the Corporation Life Expiration
Date will be 19 November 2103 and the Mandatory Early Redemption
Date will be 23 July 2103.
Representation of
The Noteholders will be grouped automatically for the defence of their
Noteholders
respective common interests in a masse governed by the provisions of the
French Code de commerce subject to certain exceptions and provisions
(the "Masse"). The Masse will be a separate legal entity, and will be
acting in part through one representative (the "Representative") and in
part through a general assembly of the Noteholders.
The initial Representative in respect of the GBP Hundred-Year Notes
shall be:
MASSQUOTE S.A.S.U.
RCS 529 065 880 Nanterre
7bis rue de Neuilly
F-92110 Clichy
Mailing address :
33, rue Anna Jacquin
92100 Boulogne Billancourt
France
Represented by its Chairman
3

The alternative Representative in respect of the GBP Hundred-Year Notes
shall be:
Gilbert Labachotte
8 Boulevard Jourdan
75014 Paris
Listing
Application has been made for the GBP Hundred-Year Notes to be listed
on, and admitted to trading on the regulated market of Euronext Paris.
Selling Restrictions
There are restrictions on the offer and sale of the GBP Hundred-Year
Notes and the distribution of offering material, including in the United
States of America, EEA, the United Kingdom, France, Hong Kong, Italy,
Singapore and Switzerland.
Governing law
The GBP Hundred-Year Notes will be governed by, and construed in
accordance with French law.
Settlement
Euroclear France
Fiscal Agent, Principal
Société Générale
Paying Agent and
Calculation Agent
4