Obbligazione Covivo SA 1.875% ( FR0013170834 ) in EUR

Covivo SA

100 EUR ⇌

Francia

FR0013170834 ( in EUR )

1.875% per anno ( pagato 1 volta l'anno)

20/05/2026

Prospetto opuscolo dell'obbligazione Covivio S.A FR0013170834 en EUR 1.875%, scadenza 20/05/2026

20/05/2026 ( In 101 giorni )

Covivio S.A. è una società immobiliare europea leader nel settore degli investimenti e della gestione di proprietà commerciali, alberghiere e residenziali, con un portafoglio diversificato in principali mercati europei.

The Obbligazione issued by Covivo SA ( France ) , in EUR, with the ISIN code FR0013170834, pays a coupon of 1.875% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 20/05/2026

Prospectus dated 18 May 2016

(a société anonyme incorporated in France)
500,000,000 1.875 per cent. Notes due 20 May 2026
Issue Price: 99.738 per cent.
This prospectus constitutes a prospectus (the Prospectus) for the purposes of Article 5.3 of Directive 2003/71/EC, as amended (the
Prospectus Directive). Application has been made to the Autorité des marchés financiers (AMF) for approval of this Prospectus in its
capacity as competent authority pursuant to Article 212-2 of its Règlement Général which implements the Prospectus Directive.
The 500,000,000 1.875 per cent. Notes due 20 May 2026 (the Notes) of Foncière des Régions (the Issuer or Foncière des Régions) will
be issued outside the Republic of France and will mature on 20 May 2026 (the Maturity Date).
Interest on the Notes will accrue at the rate of 1.875 per cent. per annum from 20 May 2016 (the Issue Date) and will be payable in Euro
annually in arrear on 20 May in each year, commencing on 20 May 2017. Payments of principal and interest on the Notes will be made
without deduction for or on account of taxes of the Republic of France (See "Terms and Conditions of the Notes Taxation").
Unless previously redeemed, purchased and cancelled in accordance with the terms and conditions of the Notes, the Notes may not be
redeemed prior to 20 May 2026. The Notes may, and in certain circumstances shall, be redeemed, in whole but not in part, at their principal
amount together with accrued interest in the event that certain French taxes are imposed (See "Terms and Conditions of the Notes
Redemption and Purchase").
If a Change of Control occurs, each Noteholder will have the option to require the Issuer to redeem or repurchase all or part of the Notes
held by such Noteholder on the Optional Redemption Date at their principal amount together with interest accrued up to but excluding such
date of redemption or repurchase all as defined and more fully described in "Terms and Conditions of the Notes Redemption and
Purchase Redemption at the option of Noteholders following a Change of Control".
The Issuer may, at its option (i) from and including 20 February 2026 to but excluding the Maturity Date, redeem the Notes outstanding, in
whole or in part, at par plus accrued interest, in accordance with the provisions set out in "Terms and Conditions of the Notes Residual
Maturity Call option by the Issuer"; (ii) redeem the Notes, in whole or in part, at any time or from time to time, prior to their Maturity Date,
in accordance with the provisions set out in "Terms and Conditions of the Notes Make Whole Redemption by the Issuer" and (iii) redeem
all but not some only of the outstanding Notes in the event that twenty (20) per cent. or less of the initial aggregate principal amount of the
Notes remains outstanding, in accordance with the provisions set out in "Terms and Conditions of the Notes Squeeze Out Redemption".
Application has been made to Euronext Paris S.A. for the Notes to be 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, appearing on the list of regulated markets issued by
the European Commission (a Regulated Market).
The Notes will, upon issue on 20 May 2016, 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") including Euroclear
Bank S.A./N.V. (Euroclear) and the depositary bank for Clearstream Banking, société anonyme (Clearstream, Luxembourg).
The Notes will be in dematerialised bearer form in the denomination of 100,000. The Notes will at all times be represented in book-entry
form (dématérialisé) in the books of the Account Holders in compliance with Articles L.211-3 et seq and R.211-1 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 are rated BBB with a stable outlook by Standard & Poor's Ratings Services (S&P). The long-term debt of the Issuer is rated
BBB by S&P. S&P is established in the European Union and is registered under Regulation (EC) No. 1060/2009 of the European
Parliament and of the Council of 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
(https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation. A rating is not a
recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating
agency.
Copies of this Prospectus and the documents incorporated by reference will be available for inspection free of charge, at the office of the
Fiscal Agent and will be available on the websites of the Issuer (www.foncieredesregions.fr) and the AMF (www.amf-france.org).
Prospective investors should have regard to the factors described in the section headed "Risk Factors" in this Prospectus.
1

Joint Lead Managers
BNP PARIBAS
CM-CIC MARKET SOLUTIONS
CRÉDIT AGRICOLE CIB
HSBC
NATIXIS
SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT
BANKING
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This Prospectus has been prepared for the purpose of giving information with regard to the Issuer, the Issuer
and its consolidated subsidiaries taken as a whole (the Group) and 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 and the Group.
This Prospectus is to be read in conjunction with all the documents which are incorporated herein by
reference.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Managers
(as defined in "Subscription and Sale" below) to subscribe or purchase, any of the Notes. The distribution of
this Prospectus and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into
whose possession this Prospectus comes are required by the Issuer and the Managers to inform themselves
about and to observe any such restrictions. The Notes have not been and will not be registered under the
United States Securities Act of 1933, as amended (the Securities Act). Subject to certain exceptions, the Notes
may not be offered or sold within the United States or to, or of the account or benefit of, U.S. persons (as
defined in Regulation S under the Securities Act (Regulation S)). For a description of certain restrictions on
offers and sales of Notes and on distribution of this Prospectus, see "Subscription and Sale".
No person is authorised to give any information or to make any representation not contained in this Prospectus
and any information or representation not so contained must not be relied upon as having been authorised by
or on behalf of the Issuer or the Managers. Neither the delivery of this Prospectus nor any sale made in
connection herewith shall, under any circumstances, create any implication that there has been no change in
the affairs of the Issuer or the Group since the date hereof or the date upon which this Prospectus has been
most recently amended or supplemented or that there has been no adverse change in the financial position of
the Issuer or the Group since the date hereof or the date upon which this Prospectus has been most recently
amended or supplemented or that the information contained in it or any other information supplied in
connection with the 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.
To the extent permitted by law, each of the Managers accepts no responsibility whatsoever for the content of
this Prospectus or for any other statement in connection with the Issuer or the Group.
The Managers have not separately verified the information or representation contained or incorporated by
reference in this Prospectus in connection with the Issuer or the Group. None of the Managers makes any
representation, express or implied, or accepts any responsibility, with respect to the accuracy or completeness
of any of the information or representation in this Prospectus in connection with the Issuer or the Group.
Neither this Prospectus nor any other financial statements are intended to provide the basis of any credit or
other evaluation and should not be considered as a recommendation by any of the Issuer or the Managers that
any recipient of this Prospectus or any other financial statements should purchase the Notes. Each potential
purchaser of Notes should determine for itself the relevance of the information or representation contained in
this Prospectus and its purchase of Notes should be based upon such investigation and assessment as it deems
necessary. Each potential purchaser of Notes should consult its own advisers as to legal, tax, financial, credit
and related aspects of an investment in the Notes. None of the Managers undertook or undertakes to review the
financial condition or affairs of the Issuer or the Group during the life of the arrangements contemplated by
this Prospectus nor to advise any investor or potential investor in the Notes of any information coming to the
attention of any of the Managers.
See "Risk Factors" below for certain information relevant to an investment in the Notes.
IN CONNECTION WITH THE ISSUE OF THE NOTES, THE JOINT LEAD MANAGERS AS
STABILISING MANAGERS (THE "STABILISING MANAGERS") (OR PERSONS ACTING ON BEHALF
OF ANY STABILISING MANAGERS) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS
WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER
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THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE
THAT THE STABILISING MANAGERS (OR PERSONS ACTING ON BEHALF OF THE STABILISING
MANAGERS) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY
BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF 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 THIRTY (30) DAYS AFTER THE
ISSUE DATE OF THE NOTES AND SIXTY (60) DAYS AFTER THE DATE OF THE ALLOTMENT OF
THE NOTES. ANY STABILISATION ACTION OR OVER-ALLOTMENT SHALL BE CONDUCTED IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
In this Prospectus, unless otherwise specified, references to a "Member State" are references to a Member
State of the European Economic Area, references to "EUR" or "euro" or "" are to the single currency
introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty
establishing the European Community, as amended.
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TABLE OF CONTENTS
RISK FACTORS .................................................................................................................................................... 6
DOCUMENTS INCORPORATED BY REFERENCE ........................................................................................ 15
TERMS AND CONDITIONS OF THE NOTES .................................................................................................. 20
USE OF PROCEEDS............................................................................................................................................ 33
DESCRIPTION OF THE ISSUER ....................................................................................................................... 34
RECENT DEVELOPMENTS .............................................................................................................................. 35
TAXATION .......................................................................................................................................................... 40
SUBSCRIPTION AND SALE .............................................................................................................................. 42
GENERAL INFORMATION ............................................................................................................................... 44
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS ............................... 46

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RISK FACTORS
The following are certain risk factors of the offering of the Notes of which prospective investors should be
aware. The Issuer believes that the following factors may affect its ability to fulfil its obligations under the
Notes. All of these factors are contingencies which may or may not occur and the Issuer is not in a position to
express a view on the likelihood of any such contingency occurring. Factors which the Issuer believes may be
material for the purpose of assessing the market risks associated with Notes are also described below. The
Issuer believes that the factors described below represent the principal risks inherent in investing in Notes, but
the inability of the Issuer to pay interest, principal or other amounts on or in connection with any Notes may
occur for other reasons and the Issuer do not represent that the statements below regarding the risks of holding
any Notes are exhaustive. Prospective investors should make their own independent evaluations of all risk
factors and should also read the detailed information set out elsewhere in this Prospectus (including any
documents incorporated by reference herein) and reach their own views prior to making any investment
decision.
The terms defined in "Terms and Conditions of the Notes" shall have the same meaning where used below.
RISKS RELATED TO THE ISSUER AND ITS BUSINESS
The risks described below are those identified by the Issuer that could have an adverse effect on the Issuer's
situation. Additional risks, which are either not currently known or not considered likely to materialise, as at
the date of this Prospectus may also exist, such additional risks could materially and adversely affect the
Issuer's business, financial condition or the results of its operations. The occurrence of one or more of these
risks could also have an adverse effect on the Issuer or the Group's situation.
A. Risks linked to the environment in which Foncière des Régions operates
Economic risks
Changes in international and domestic economic conditions (economic growth, interest rates, unemployment
rate, calculation method for rent indexation, changes in various indices, etc.) may have a significant negative
impact on Foncière des Régions' business and financial results. Foncière des Régions could experience a
downturn in demand for corporate real-estate projects, a drop in the occupancy rate and in the leasing or re-
leasing price of its real-estate assets, and a decline in the valuation of its portfolio.
Risks linked to changes in the real-estate market
The Issuer operates primarily in the office property sector in France and Italy, the residential sector in Germany
and the hotel sector in Europe. The value of the Issuer's portfolio depends on developments in the real estate
markets in which the Issuer operates. They may fluctuate, particularly with respect to rental income and
property values in light of the supply/demand balance and the overall economic situation. The Issuer may not
always be in a position to carry out its rental or leasing strategy, its investments and, where applicable, its
disposals at a favourable time or under favourable market conditions. It may be forced to defer such strategy
and investments depending on the fluctuations in the property market.
Risks linked to the competition
The Issuer competes with a large number of players in its development activity. Some of its competitors may
have more financial resources, or in certain cases, may benefit from better regional or local implementation
than the Issuer. Such factors may offer these competitors an opportunity to participate in tender offers for
development operations under financial conditions that do not necessarily match the investment criteria the
Issuer has set for itself. The Issuer's rental activity is likewise subject to strong competitive pressure given the
development of new office buildings located near its existing assets. As a whole, these factors could lead to
uncertainty in relation to the Issuer's growth forecasts and have a negative impact on its business, its financial
position and its results.
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B. Risks linked to the scope and type of business of Foncière des Régions
Risks linked to lease renewals and rental of real estate assets
Upon expiration of existing leases, the Issuer may not be in a position to renew them under equivalent terms or
to lease the assets within a reasonable time frame, particularly due to macroeconomic and real estate market
conditions. The Issuer may fail to succeed in maintaining its occupancy rate and its rental income, which would
have an adverse impact on its financial position and results.
Risks linked to tenants
The Issuer made the strategic choice to build tenant partnerships with key accounts and major companies,
which means that revenue is exposed to these partnerships and could be impacted. The Issuer and Immeo-
Wohnen (which holds the German residential portfolio of the Group) are also exposed to the risk that their
tenants' financial stability deteriorates or that they even become insolvent. Accordingly, insolvency risks may
impact the Issuer's earnings.
Risks linked to asset valuation
Foncière des Régions recognises its investment properties at fair value in accordance with the option offered by
IAS 40.
The Issuer is therefore exposed to the risk of a change in the value of an asset assessed by appraisers that may
occur following an adjustment in the main assumptions used (yield rate, rental value, occupancy rate), and
likely to affect the Issuer revaluated net asset.
Risks linked to development of new real estate assets
As part of its development activities performed for its own account or for its subsidiaries, Foncière des Régions
is exposed to certain risks: higher than estimated construction costs, construction phases exceeding those
initially estimated, technical difficulties or delays due to the failure to obtain administrative authorisations,
impossibility of securing project financing at competitive terms, leasing risk, etc.
Acquisition risks
The acquisition of real estate assets or companies that hold them is part of Foncière des Régions' growth
strategy. This policy particularly includes the risk of overestimating the expected yield for an acquisition made
at an overly high price. The purchased assets could also have latent defects, especially in terms of
environmental compliance, or features not covered by the warranties given in the purchase contract due to non-
compliance.
Risks linked to international exposure
Foncière des Régions has significant investments in companies that are active in Italy and Germany, and to a
lesser extent, in the Netherlands, Portugal, Luxembourg and Belgium. Some of these countries may have
particular risk profiles. The economic and political context may be less solid and less stable, and regulatory
concerns and entry barriers less favourable. The country risk could have a negative effect on Foncière des
Régions' operating income and financial position.
C. Risks associated to the financial markets and the financial position of Foncière des Régions
Liquidity risk
To finance its investments and acquisitions and to refinance any debts that have reached maturity, the Issuer
must be in a position to raise significant financial resources. The Issuer runs the risk of experiencing a lack of
liquidity if it is unable to raise the necessary resources in the form of equity or borrowing.
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Under the SIIC regime, Foncière des Régions is required to distribute a significant part of its profits. Therefore,
it relies to a great extent on debt to finance its growth. This type of financing may sometimes not be available
at advantageous terms.
The Issuer also incurs the risk of insufficient liquidity to service its debt. A shortage of cash could result in
acceleration or prepayment, and if the debt is collateralised, enforcement of the guarantee and, where
applicable, the seizure of assets.
For more information, please see paragraph 3.2.2.2 of Chapter 3 of the 2015 Reference Document.
Risks linked to covenants and other undertakings stipulated in certain credit agreements
The credit agreements entered into by Foncière des Régions contain commitments or covenants which the
Issuer agrees to uphold, as detailed in part 3 of paragraph 3.2.6.11.4 of the 2015 Reference Document. If
Foncière des Régions were to breach one of its financial undertakings and fail to remedy such breach within the
contractually stipulated time period, the lenders could demand early repayment of the debt and possibly seize
any collateral backing the debt. Consequently, any failure to meet its financial undertakings could have an
adverse impact on Foncière des Régions' financial situation, its results, and its flexibility in conducting
business and pursuing its development.
Interest Rate Risk
The Issuer's use of debt exposes it to the risk of interest rate fluctuations that may lead to a significant increase
in financial expenses if the rates were to rise dramatically. For more information, please see paragraph 3.2.2.3
of Chapter 3 of the 2015 Reference Document.
Financial Counterparty Risk
The use of lines of credit and interest rate hedging contracts from financial institutions could expose Foncière
des Régions to the risk of insolvency by the counterparties to such contracts, triggering payment delays or
defaults, which could result to a negative impact on Foncière des Régions' results. For more information,
please see paragraph 3.2.2.4 of Chapter 3 of the 2015 Reference Document.
D. Legal, fiscal, regulatory, environmental and insurance risks
Risks linked to lease regulations
In France, regulations on commercial leases impose certain restrictions on the lessor. Changes in the
regulations that apply to commercial leases, especially with respect to term, rent indexation and caps could
adversely impact the valuation of the Issuer's portfolio, results, business activity or financial position.
Risks linked to the SIIC real estate trust status
Foncière des Régions is subject to the Tax System for French Listed Real Estate Investment Trusts (hereinafter
SIIC), and as such, is not subject to corporate tax. Opting for the SIIC tax regime involves the immediate
liability for an exit tax at the reduced rate of 19 per cent., payable over four years, on unrealised capital gains
relating to assets and securities of entities not subject to corporation tax. In return for this exemption, the Issuer
undertakes to pay 95 per cent. of earnings derived from the leasing of its real estate assets, 60 per cent. of
capital gains from disposals and 100 per cent. of dividends received from SIIC-status subsidiaries. These
provisions require that other conditions be satisfied upon opting for the regime and/or throughout the entire
period covered by the regime.
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Health and environmental risks
Health and environmental risks are fully described in Chapter 2 of the 2015 Reference Document.
Changes in environmental regulations applicable to Foncière des Régions as a real estate owner and manager
may lead to an increase in its costs, with subsequent repercussions on its results.
In addition, Foncière des Régions' business activities expose it to potential risks such as health (asbestos,
legionella) and environmental (particularly ground and subsoil contamination) risks that may tarnish the image
and the reputation of the Issuer. These risks may generate significant remediation costs and long additional
delays associated with the search for and removal of toxic substances or materials when engaging in
development or asset renovation projects. They may also involve the civil and, potentially, the criminal liability
of the Issuer.
Risks related to the costs and availability of appropriate insurance cover
The Issuer could face an increase in its insurance policy premiums due to a claim rate deemed significant by its
insurers over a given period or sustain losses that may not be fully covered by the insurance in place. The
valuation of assets, the business, the financial position and the Issuer's results could be impacted.
Mitigants in relation to the risks related to the Issuer and its business are detailed in Section 1.10 of the 2015
Reference Document (incorporated by reference in this Prospectus).
RISKS RELATED TO THE NOTES
A. General risks relating to the Notes
The Notes may not be a suitable investment for all investors
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must
determine the suitability of that investment in light of its own circumstances. In particular, each potential
investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained or incorporated by
reference in this Prospectus or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on
its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including where the currency for principal or interest payments is different from the
potential investor's currency or where the currency for principal or interest payments is
different from the currency in which such potential investor's financial activities are principally
denominated;
(iv)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any
relevant financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
Independent Review and Advice
Each prospective investor in the Notes must determine, based on its own independent review and such
professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes is fully
consistent with its financial needs, objectives and condition, complies and is fully consistent with all investment
9

policies, guidelines and restrictions applicable to it and is a fit, proper and suitable investment for it,
notwithstanding the clear and substantial risks inherent in investing in or holding the Notes. A prospective
investor may not rely on the Issuer or the Managers or any of their respective affiliates in connection with its
determination as to the legality and suitability of its acquisition of the Notes or as to the other matters referred
to above.
Legal investment considerations may restrict certain investments
The investment activities of certain investors are subject to legal investment laws and regulations, or review or
regulation by certain authorities. Each potential investor should consult their legal, tax or financial counsel in
order to determine whether and to what extent (i) Notes are legal investments for it, (ii) Notes can be used as
collateral for various types of borrowing and (iii) other restrictions apply to its purchase of any Notes.
Legality of Purchase
Neither the Issuer, the Managers nor any of their respective affiliates has or assumes responsibility for the
lawfulness of the subscription or acquisition of the Notes by a prospective investor in the Notes, whether under
the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates (if different), or for
compliance by that prospective investor with any law, regulation or regulatory policy applicable to it.
A Noteholder's actual yield on the Notes may be reduced from the stated yield by several costs
When Notes are purchased or sold, several types of incidental costs (including transaction fees and
commissions) are incurred in addition to the current price of the security. These incidental costs may
significantly reduce or even exclude the profit potential of the Notes. For instance, credit institutions as a rule
charge their clients for own commissions which are either fixed minimum commissions or pro-rata
commissions depending on the order value. To the extent that additional domestic or foreign parties are
involved in the execution of an order, including but not limited to domestic dealers or brokers in foreign
markets, Noteholders must take into account that they may also be charged for the brokerage fees, commissions
and other fees and expenses of such parties (third party costs). In addition to such costs directly related to the
purchase of securities (direct costs), Noteholders must also take into account any follow-up costs (such as
custody fees). Investors should inform themselves about any additional costs incurred in connection with the
purchase, custody or sale of the Notes before investing in the Notes.
Market value of the Notes
The value of the Notes depends on a number of interrelated factors, including economic, financial and political
events in France or elsewhere, including factors affecting capital markets generally and the stock exchanges on
which the Notes are traded. The price at which a holder of Notes will be able to sell the Notes prior to maturity
may be at a discount, which could be substantial, from the issue price or the purchase price paid by such
purchaser.
Change of law
The Terms and Conditions of the Notes are based on the laws of France in effect as at the date of this
Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to the laws
of France or administrative practice or the official application or interpretation of French law after the date of
this Prospectus. Furthermore, the Issuer operates in a heavily regulated environment and has to comply with
extensive regulations in France and elsewhere. No assurance can be given as to the impact of any possible
judicial decision or change to laws or administrative practices after the date of this Prospectus.
Modification and waiver
The conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters
affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including
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