Obbligazione Valloré 2.25% ( FR0012188456 ) in EUR

Emittente Valloré
Prezzo di mercato 100 EUR  ▲ 
Paese  Francia
Codice isin  FR0012188456 ( in EUR )
Tasso d'interesse 2.25% per anno ( pagato 1 volta l'anno)
Scadenza 30/09/2024 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Vallourec FR0012188456 in EUR 2.25%, scaduta


Importo minimo 100 000 EUR
Importo totale 500 000 000 EUR
Descrizione dettagliata Vallourec è un produttore globale di tubi senza saldatura in acciaio ad alte prestazioni per i settori energia, industria e automotive.

The Obbligazione issued by Valloré ( France ) , in EUR, with the ISIN code FR0012188456, pays a coupon of 2.25% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 30/09/2024












500,000,000 2.250 per cent. Notes due 30 September 2024
______________________

Issue Price: 99.938 per cent.
______________________

The 500,000,000 2.250 per cent. notes of VALLOUREC (the "Issuer") maturing on 30 September 2024 (the "Notes") will be issued outside the
Republic of France on 30 September 2014 (the "Issue Date").

Interest on the Notes will accrue from, and including, the Issue Date at the rate of 2.250 per cent. per annum, payable annually in arrear on 30
September in each year as further described in "Terms and Conditions of the Notes ­ Interest" of this prospectus (the "Prospectus").

Unless previously redeemed or purchased and cancelled, the Notes will be redeemed at par on 30 September 2024. The Notes may, and in certain
circumstances shall, be redeemed before this date, in whole only but not in part, at their principal amount, together with, any accrued interest, notably
in the event that certain French taxes are imposed (see "Terms and Conditions of the Notes - Taxation"). In addition, Noteholders (as defined in
"Terms and Conditions of the Notes") will be entitled, in the event of a Change of Control of the Issuer, to request the Issuer to redeem or procure the
purchase of their Notes at their principal amount together with any accrued interest, all as defined, and in accordance with the provisions set out in
"Terms and Conditions of the Notes ­ Redemption at the option of the Noteholders following a Change of Control".

The Notes will be issued in dematerialised bearer form in the denomination of 100,000 each. The Notes will at all times be represented in book
entry form (inscription en compte) in the books of the Account Holders in compliance with Articles L.211-3 et seq. and R.211-1 et seq. of the French
Code monétaire et financier. No physical document 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 Notes.

The Notes will, upon issue, be inscribed in the books of Euroclear France which shall credit the accounts of the Account Holders. "Account Holder"
shall mean any intermediary institution entitled to hold, directly or indirectly, accounts on behalf of its customers with Euroclear France, Clearstream
Banking, société anonyme and Euroclear Bank SA/NV.

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 dated
4 November 2003 as amended (which includes the amendments made by Directive 2010/73/EU of the European Parliament and of the Council dated
24 November 2010 to the extent that such amendments have been implemented in a Member State of the European Economic Area) (the "Prospectus
Directive").

Application has been made to list and admit to trading the Notes, as of their Issue Date on the regulated market of NYSE Euronext in Paris
("Euronext Paris"). Euronext Paris is a regulated market within the meaning of the Directive 2004/39/EC of the European Parliament and of the
Council dated 21 April 2004.

The Notes have been rated BBB by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc ("S&P"). The long term debt
of the Issuer has been rated BBB by S&P. As of the date of this Prospectus, S&P is established in the European Union and registered under
Regulation (EC) No. 1060/2009 of the European Parliament and of the Council on credit rating agencies dated 16 September 2009 as amended (the
CRA Regulation). As such, S&P is included in the list of registered credit rating agencies published by the European Securities and Markets
Authority on its website (www.esma.europea.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA regulation. A rating is not a
recommendation to buy, sell or hold securities and may be subject to suspension, revision or withdrawal at any time by the assigning rating agency.

So long as any of the Notes are outstanding, copies of this Prospectus and all the documents incorporated by reference in this Prospectus are
obtainable, free of charge, at the offices of the Paying Agent and at the registered office of the Issuer during normal business hours. Copies of this
Prospectus and all the documents incorporated by reference in this Prospectus are also available on the website of the Issuer (www.vallourec.com)
and on the website of the AMF (www.amf-france.org).

See the "Risk Factors" section for a description of certain factors which should be considered by potential investors in connection with any
investment in the Notes.


In accordance with Articles L. 412-1 and L. 621-8 of the French Code monétaire et financier and its General Regulations (Règlement général), in
particular Articles 211-1 to 216-1, the Autorité des marchés financiers ("AMF") has granted to this Prospectus the visa n°14-521 on 26 September
2014. This Prospectus has been prepared by the Issuer and its signatories assume responsibility for it. In accordance with Article L. 621-8-1-I of the
French Code monétaire et financier, the visa has been granted following an examination by the AMF of "whether the document is complete and
comprehensible, and whether the information in it is coherent". It does not imply that the AMF has verified the accounting and financial data set out in
it and the appropriateness of the issue of the Notes.


Global Coordinators and Joint Bookrunners
Société Générale Corporate & Investment Banking
Santander Global Banking & Markets
Joint Bookrunners
BNP Paribas
CM-CIC
Commerzbank








This Prospectus has been prepared for the purpose of giving information with respect to the Issuer, the Issuer and its
subsidiaries taken as a whole (the "Group") as well as the Notes which is necessary to enable investors to make an informed
assessment of the assets and liabilities, financial position and profit and losses of the Issuer.


The Joint Bookrunners (as defined in "Subscription and Sale" below) have not separately verified the information contained
in this Prospectus. The Joint Bookrunners do not make any representation, express or implied, or accept any responsibility,
with respect to the accuracy or completeness of any of the information contained or incorporated by reference in this
Prospectus. Neither this Prospectus nor any other information supplied in connection with the offering of the Notes is
intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by, or on
behalf of, any of the Issuer or the Joint Bookrunners that any recipient of this Prospectus or any other financial statements
should purchase the Notes.

No person is authorised to give any information or to make any representation related to the issue, offering or sale of the
Notes not contained in this Prospectus. Any information or representation not so contained herein must not be relied upon as
having been authorised by, or on behalf of, the Issuer or the Joint Bookrunners. The delivery of this Prospectus or any
offering or sale of Notes at any time does not imply (i) that there has been no change with respect to the Issuer or the Group,
since the date hereof and (ii) that the information contained or incorporated by reference in it is correct as at any time
subsequent to its date.

The Prospectus and any other information relating to the Issuer or the Notes should not be considered as an offer, an
invitation, a recommendation by any of the Issuer or the Joint Bookrunners to subscribe or purchase the Notes. Each
prospective investor of Notes should determine for itself the relevance of the information contained in this Prospectus and its
purchase of Notes should be based upon such investigation as it deems necessary. None of the Joint Bookrunners undertakes
to review the financial or general condition of the Issuer during the life of the arrangements contemplated by this Prospectus
nor to advise any investor or prospective investor in the Notes of any information coming to its attention. Investors should
review, inter alia, the documents incorporated by reference into this Prospectus when deciding whether or not to subscribe
for or to purchase the Notes. Investors should in particular conduct their own analysis and evaluation of risks relating to the
Issuer, the Group, their business, their financial condition and the issued Notes and consult their own financial or legal
advisers about risks associated with investment Notes and the suitability of investing in the Notes in light of their particular
circumstances. Potential investors should read carefully the section entitled "Risk Factors" set out in this Prospectus before
making a decision to invest in the Notes.

The distribution of this Prospectus and the offering or the sale of the Notes in certain jurisdictions may be restricted by law
or regulation. The Issuer and the Joint Bookrunners do not represent that this Prospectus may be lawfully distributed, or
that any Notes may be lawfully offered or sold, 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, offering or sale. In particular, no action has been taken by the Issuer or any of the Joint Bookrunners which is
intended to permit a public offering of any Notes or distribution of this Prospectus in any jurisdiction where action for that
purpose is required. Accordingly, no Note 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. Persons into whose possession this Prospectus comes are required by
the Issuer and the Joint Bookrunners to inform themselves about and to observe any such restrictions. For a further
description of certain restrictions on offers and sales of Notes and distribution of this Prospectus and of any other offering
material relating to the Notes, see "Subscription and Sale" below.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933 as amended (the "Securities Act")
or with any securities regulatory authority of any state or other jurisdiction of the United States. In accordance with U.S.
laws, and subject to certain exceptions, the Notes 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")). Accordingly, the Notes will
be offered and sold outside the United States to non-U.S. persons in offshore transactions in reliance on Regulation S. For a
description of certain restrictions on offers and sales of Notes and on distribution of this Prospectus, see "Subscription and
Sale".

In connection with the issue of the Notes, Société Générale (the "Stabilising Manager") (or persons acting on behalf of the
Stabilising Manager) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a
level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or
persons acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin
on or after the date on which adequate public disclosure of the final terms of the offer of the Notes is made and, if begun, may
be ended at any time, but it must end no later than the earlier of 30 days after the Issue Date of the Notes and 60 days after
the date of the allotment of the Notes. Such stabilisation will be carried out in accordance with all applicable rules and
regulations.





3.





This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or
(ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant
persons"). The Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise
acquire such Notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act
or rely on this document or any of its contents.

In this Prospectus, references to "", "EURO", "EUR" or to "euro" are to the lawful currency of the member states of the
European Union that adopt the single currency in accordance with the Treaty establishing the European Community (signed
in Rome on 25 March 1957), as amended by the Treaty on European Union (signed in Maastricht on 7 February 1992) and
as amended by the Treaty of Amsterdam (signed in Amsterdam on 2 October 1997).


FORWARD LOOKING STATEMENTS
This Prospectus includes forward-looking statements. All statements other than statements of historical facts included in this
Prospectus, including, without limitation, those regarding the Issuer's financial position, business strategy, plans and
objectives of management for future operations, are forward-looking statements. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements
of the Issuer, or industry results, to be materially different from any future results, performance or achievements expressed
or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions
regarding the Issuer's present and future business strategies and the environment in which the Issuer will operate in the
future. 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.




4.




TABLE OF CONTENTS


PERSON RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE PROSPECTUS .. 5
DOCUMENTS INCORPORATED BY REFERENCE ........................................................................ 6
RISK FACTORS .................................................................................................................................... 10
TERMS AND CONDITIONS OF THE NOTES ................................................................................. 17
USE OF PROCEEDS ............................................................................................................................. 28
DESCRIPTION OF THE ISSUER ....................................................................................................... 29
RECENT DEVELOPMENTS ............................................................................................................... 31
TAXATION ............................................................................................................................................ 52
SUBSCRIPTION AND SALE ............................................................................................................... 55
GENERAL INFORMATION ............................................................................................................... 57




5.




PERSON RESPONSIBLE
FOR THE INFORMATION CONTAINED IN THE
PROSPECTUS


Mr. Philippe Crouzet, Chairman of the Management Board (Directoire) of Vallourec


After having taken all reasonable measures in this regard, I hereby certify that the information
contained in this Prospectus is, to the best of my knowledge, in accordance with the facts and contains
no omission likely to affect its import.

The consolidated financial statements for the year ended 31 December 2013 presented in the 2013
Registration Document were the subject of the Statutory Auditors' report on page 316 which contains
the following observation: "Without qualifying our opinion above, we draw your attention to Note A-
4 of the consolidated financial statements, which sets out the change in accounting method introduced
by the application of the revised IAS 19 "Employee Benefits" as from 1 January 2013."



VALLOUREC
27, avenue du Général Leclerc
92100 Boulogne Billancourt
France

Duly represented by:
Mr. Philippe Crouzet
Chairman of the Management Board (Directoire) of Vallourec
dated 26 September 2014





6.




DOCUMENTS INCORPORATED
BY REFERENCE



This Prospectus should be read and construed in conjunction with the following sections identified in
the cross-reference table below of the following documents (the "Documents Incorporated by
Reference"), which have been previously published and have been filed with the Autorité des marchés
financiers ("AMF"). Such sections shall be incorporated in, and shall be deemed to form part of, this
Prospectus:
(i)
the sections identified in the cross-reference table below of the 2012 Document de Référence
in the French language relating to the Issuer filed with the AMF on 24 April 2013 under no.
D.13-0419, including the audited consolidated financial statements of the Issuer as at, and for
the year ended, 31 December 2012 and the related notes thereto (the "2012 Registration
Document") save that the third paragraph of the "Attestation du responsable du Document de
référence" by Mr. Philippe Crouzet, Chairman of the Management Board (Directoire) of the
Issuer, referring, inter alia, to the lettre de fin de travaux of the statutory auditors of the Issuer
on page 8 of such 2012 Registration Document and any reference thereto shall not be deemed
incorporated herein;
(ii)
the sections identified in the cross-reference table below of the 2013 Document de Référence
in the French language relating to the Issuer filed with the AMF on 14 April 2014 under no.
D.14-0358, including the audited consolidated financial statements of the Issuer as at, and for
the year ended, 31 December 2013 and the related notes thereto (the "2013 Registration
Document") save that the third paragraph of the "Attestation du responsable du Document de
référence" by Mr. Philippe Crouzet, Chairman of the Management Board (Directoire) of the
Issuer, referring, inter alia, to the lettre de fin de travaux of the statutory auditors of the Issuer
on page 8 of such 2013 Registration Document and any reference thereto shall not be deemed
incorporated herein; and
(iii)
the sections identified in the cross-reference table below of the 2014 Rapport Financier
Semestriel in the French language relating to the Issuer filed with the AMF on 1st August 2014
including the unaudited consolidated financial statements of the Issuer as at, and for the half-
year ended, 30 June 2014 and the related notes thereto (the "2014 Half-Year Financial
Report").
Free translations in the English language of the 2012 Registration Document, the 2013 Registration
Document and the 2014 Half-Year Financial Report are available on the Issuer's website
(www.vallourec.com). These documents are available for information purposes only and are not
incorporated by reference in this Prospectus. The only binding versions are the French language
versions.
Any statement contained in a Document Incorporated by Reference shall be modified or superseded
for the purpose of this Prospectus to the extent that a statement contained herein modifies or
supersedes such earlier statement (whether expressly, by implication or otherwise); any statement so
modified or superseded shall not, except as so modified or superseded, constitute a part of this
Prospectus.
Copies of the Documents Incorporated by Reference in this Prospectus may be obtained, without
charge on request, at the principal office of the Issuer or of the Fiscal Agent during normal business




7.




hours so long as any of the Notes are outstanding. Such documents are also available on the website of
the Issuer (www.vallourec.com) and on the website of the AMF (www.amf-france.org).

The following table cross-references the pages of the Documents Incorporated by Reference with the
main heading required under Annex IX of the Commission Regulation no. 809/2004 as amended
implementing the Prospectus Directive. Any information not listed in the cross-reference list shall not
be deemed to form part of this Prospectus.

Information incorporated by reference


Page numbers
(Annex IX of the European Regulation (EC)
809/2004 of 29 April 2004, as amended)
2014 Half Year
2012 Registration
2013 Registration
Financial
Document
Document
Report

2. Statutory auditors



2.1 Names and addresses
­
9


-
2.2 Change of situation of the auditors
Not applicable
Not applicable
Not applicable

3. Risk factors



3.1 Risk factors
­
102-112, 155-158,
5,23-26, 32-36
165-168

4. Information about the Issuer



4.1 History and development of the Issuer



4.1.1 Legal and commercial name
­
12


-
4.1.2 Place of registration and registration
­
12

number

-
4.1.3 Date of incorporation and term
­
12


-
4.1.4 Domicile, legal form, jurisdictions
­
12

governing its activities, country of

-
incorporation, address and telephone number
4.1.5 Recent events particular to the issuer
­
37


2-5
5. Business overview



5.1 Principal activities



5.1.1 Description of the Issuer's principal
­
38-62, 300-302

activities

-
5.1.2 Competitive position of the Issuer
­
54-56, 59-62


-

6. Organisational structure


6.1 Brief description of the group
­
23, 37


-
6.2 Dependence upon other entities within the
­
140-141

group

15
7. Trend information







8.




Information incorporated by reference


Page numbers
(Annex IX of the European Regulation (EC)
809/2004 of 29 April 2004, as amended)
2014 Half Year
2012 Registration
2013 Registration
Financial
Document
Document
Report

7.1 Statement of no material adverse change
Not applicable
Not applicable

on the Issuer's prospects

Not applicable
8. Profit forecasts or estimates



8.1 Principal assumptions
Not applicable
Not applicable


Not applicable

8.2 Statement regarding the forecasts and
Not applicable
Not applicable

estimates

Not applicable

9. Administrative, management and



supervisory bodies
9.1 Information concerning the
­
210-232

administrative, management and supervisory

-
bodies
9.2 Conflicts of interests
­
241


-


10. Major shareholders

10.1 Ownership and control
­
21-22
-


10.2 Description of arrangements which may
­
Not applicable

result in a change of control

-
11. Financial information concerning the



Issuer's assets and liabilities, financial
position and profits and losses
11.1 Historical financial information



Audited consolidated accounts



- Balance sheet
110-111
116-117


-
- Income statement
112
118-119


-
- Accounting policies and explanatory notes
116-180
123-193


-
- Auditors' report
276
316


-
Non-consolidated accounts



- Balance sheet
181
194


-
- Income statement
182
195


-
- Accounting policies and explanatory notes
182-193
195-207


-
- Auditors' report
275
315


-




9.




Information incorporated by reference


Page numbers
(Annex IX of the European Regulation (EC)
809/2004 of 29 April 2004, as amended)
2014 Half Year
2012 Registration
2013 Registration
Financial
Document
Document
Report

Unaudited half-year consolidated accounts



- Interim balance sheet
-

6-7
- Interim income statement
-
-
8-9
- Accounting policies and explanatory notes
-
-
13-48
- Auditors' limited review report
-
-
49
11.2 Financial statements
110-116, 181-182
116-123, 194-195


-
11.3 Auditing of historical annual financial



information
11.3.1 Statement of audit of the historical
275, 276
315, 316

annual financial information

-
11.3.2 Other audited information
Not applicable
Not applicable


Not applicable

11.3.3 Unaudited data
Not applicable
Not applicable


Not applicable

11.4 Age of latest financial information
­
December 31,

2013
-

11.5 Legal and arbitration proceedings
­
102, 168-169


35-36
11.6 Significant change in the Issuer's
­
37, 193

financial or trading position

-
12. Material contracts



12. Material contracts
­
60, 107, 165-166,

193
-

13. Third party information and statement



by experts and declarations of any interest
13.1 Statement by experts
Not applicable
Not applicable
Not applicable



13.2 Statements by third parties
Not applicable
Not applicable
Not applicable


14. Documents on display



14. Documents on display
­
12, 27-29


-





10.




RISK FACTORS
The following are certain risk factors relating to the Issuer and the Notes of which prospective
investors should be aware. Prior to making an investment decision, prospective investors should
consider carefully all the information set out and incorporated by reference in this Prospectus,
including in particular the risk factors detailed below, and consult with their own financial and legal
advisors as to the risks entailed by an investment in the Notes. The following statements are not
exhaustive. In addition, investors should be aware that the risks described may be combined and thus
interrelated with one another. Prospective investors should make their own independent evaluations of
all investment considerations and should also read the detailed information set out elsewhere in this
Prospectus. Terms defined in "Terms and Conditions of the Notes" below shall have the same meaning
where used below.

1.
Risks relating to the Issuer

The risk factors relating to the Issuer and its activity are set out in particular in pages 102-112, 155-
158 and 165-168 of the 2013 Registration Document of the Issuer for the year ended 31 December
2013 and in pages 5, 23-26 and 32-36 of the 2014 Half Year Financial Report of the Issuer for the half
year ended 30 June 2014 incorporated by reference into this Prospectus, as set out in the section
"Documents Incorporated by Reference" of this Prospectus and include the following:
-
legal risks;
-
industrial and environmental risks;
-
operational risks including (i) risks linked to the cyclical nature of the tubes market, (ii) risks
linked to competition, (iii) risks linked to dependence on particular customers, (iv) risks linked
to an industry that consumes raw materials and energy, (v) risks linked to activities in
emerging countries, (vi) risks linked to maintaining high technology on key products,
(vii) risks linked to defective or faulty production,(viii) risks linked to failures of the Group's
equipment and (ix) risks linked to weaknesses in internal control and/or risk of fraud;
-
other specific risks including (i) risks linked to human resources, (ii) risks linked to
occupational safety and health, (iii) risks linked to protection of intellectual property, (iv) risks
linked to the development of partnerships and acquisitions and disposals of companies,
(vi) risks linked to new production facilities, (vii) risks related to the Group's development
strategy and (vii) call options stipulated in certain industrial cooperative agreements linking
Vallourec to Nippon Steel & Sumitomo Metal Corporation (NSSMC) (formerly Sumitomo
Metal Industries ­ SMI) and Sumitomo Corporation;
-
market risks including (i) interest rate risk, (ii) foreign exchange risk and (iii) credit and equity
risk; and
-
liquidity risk.



Document Outline