Obligation BPCe 4.75% ( FR0010279273 ) en EUR

BPCe

100 % ▼

France

FR0010279273 ( en EUR )

4.75% par an ( paiement annuel )

01/02/2016 - Obligation échue

Prospectus brochure de l'obligation BPCE FR0010279273 en EUR 4.75%, échue

50 000 EUR

350 000 000 EUR

BPCE est un groupe bancaire coopératif français, le deuxième plus important du pays, constitué des réseaux Banques Populaires et Caisses d'Épargne, ainsi que de sa filiale Natixis.

L'Obligation émise par BPCe ( France ) , en EUR, avec le code ISIN FR0010279273, paye un coupon de 4.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 01/02/2016

CAISSE NATIONALE DES CAISSES D'EPARGNE ET DE PREVOYANCE
Issue of EUR 350,000,000 Deeply Subordinated Fixed to Floating Rate Notes
The Euro ("EUR") 350,000,000 Deeply Subordinated Fixed to Floating Rate Notes (the "Notes") of Caisse
Nationale des Caisses d'Epargne et de Prévoyance (the "Issuer" or "CNCEP") will bear interest at 4.75 per
cent. per annum payable annually in arrear on or about 1 February in each year commencing on or about 1
February 2007 until on or about 1 February 2016 (included) and thereafter at Euribor 3 months + 1.35 per
cent. per annum payable quarterly in arrear on or about 1 May, 1 August, 1 November and 1 February in each
year commencing on or about 1 May 2016, as more fully described herein.
For so long as the compulsory interest provisions do not apply, the Issuer may elect not to pay interest on the
Notes, in particular with a view to allowing the Issuer to ensure the continuity of its activities without
weakening its financial structure.
Accrued Interest and the Principal Amount of the Notes may be reduced following a Supervisory Event, on a
semi-annual basis (see Condition 5.1 (Loss Absorption)).
The Notes may be redeemed (in whole but not in part) on 1 February 2016 and on any Interest Payment Date
(as defined in Condition 4 (Interest and Interest Suspension)) thereafter, at the option of the Issuer. The Issuer
will also have the right to redeem the Notes (in whole but not in part) for certain tax and regulatory reasons.
Application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the
"CSSF"), which is the Luxembourg competent authority for the purpose of Directive 2003/71/EC (the
"Prospectus Directive"), for its approval of this Prospectus. Application has been made to the Luxembourg
Stock Exchange for the Notes to be admitted to trading on the Luxembourg Stock Exchange's regulated
market (the "EU-regulated market of the Luxembourg Stock Exchange") and to be listed on the
Luxembourg Stock Exchange.
The Notes are expected to be assigned a rating of AA- by Fitch Ratings, A1 by Moody's Investors Services,
Inc. and A+ by Standard & Poor's Ratings Services. 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.
See "Risk Factors" beginning on page 20 for certain information relevant to an investment in the Notes.
The Notes will, upon issue on 1 February 2006, be entered in the books of Euroclear France which shall credit
the accounts of the Account Holders (as defined in Condition 2 (Form, Denominations and Title)) including
the depositary bank for Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and Euroclear
Bank S.A./N.V., as operator of the Euroclear System ("Euroclear").
The Notes will be issued in denominations of EUR 50,000 and will at all times be represented in book entry
form (dématérialisés) in compliance with article L.211-4 of the French Code monétaire et financier in the
books of the Account Holders.
Joint Bookrunners and Joint Lead Managers
HSBC
IXIS CORPORATE & INVESTMENT BANK
MERRILL LYNCH INTERNATIONAL
UBS INVESTMENT BANK
Senior Co-Lead Managers
ABN AMRO
DEUTSCHE BANK
LEHMAN BROTHERS
The date of this Prospectus is 30 January 2006.

This Prospectus comprises a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC (the
"Prospectus Directive") in respect of, and for the purpose of giving information with regard to Caisse
Nationale des Caisses d'Epargne et de Prévoyance (the "Issuer" or "CNCE" or "CNCEP"), the Issuer
and its subsidiaries (the "CNCE Group") and the Groupe Caisse d'Epargne (the "Group") which 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.
This Prospectus is to be read in conjunction with any documents and/or information which is
incorporated herein by reference in accordance with Article 28 of the Commission Regulation (EC) no.
809/2004.
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 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 Joint Bookrunners and Joint Lead Managers and the Senior Co-Lead Managers (each as defined
in the Summary below). 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 that there has been no adverse change in the
financial position of the Issuer or the Group since the date hereof or that any other information
supplied in connection with the issue or sale of 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.
The distribution of this Prospectus and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer, the
Joint Bookrunners and Joint Lead Managers and the Senior Co-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"). Subject to certain exceptions,
Notes may not be offered, sold or delivered within the United States or to 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".
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Joint
Bookrunners and Joint Lead Managers and the Senior Co-Lead Managers to subscribe for, or
purchase, any Notes.
The Joint Bookrunners and Joint Lead Managers and the Senior Co-Lead Managers have not
separately verified the information contained in this Prospectus. None of the Joint Bookrunners and
Joint Lead Managers and the Senior Co-Lead Managers makes any representation, express or implied,
or accepts any responsibility, with respect to the accuracy or completeness of any of the information in
this Prospectus. 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, the Joint Bookrunners and Joint Lead Managers and the Senior Co-Lead 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 contained in this
Prospectus and its purchase of Notes should be based upon such investigation as it deems necessary.
None of the Joint Bookrunners and Joint Lead Managers and the Senior Co-Lead Managers
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

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Notes of any information coming to the attention of any of the Joint Bookrunners and Joint Lead
Managers and the Senior Co-Lead Managers.
In this Prospectus, unless otherwise specified, references to a "Member State" are references to a
Member State of the European Economic Area, references to "U.S.$", "U.S. dollars" or "dollars" are
to United States dollars and references to "EUR" or "euro" 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.
In connection with the issue of the Notes, IXIS Corporate & Investment Bank (the "Stabilising
Manager") (or persons acting on behalf of the Stabilising Manager) may over allot Notes (provided that
the aggregate principal amount of Notes allotted does not exceed 105 per cent. of the aggregate
principal amount of the 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 for a limited period. 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 at any time after the adequate public
disclosure of this Prospectus 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 laws and regulations and
will be undertaken solely for the account of the Managers and not for or on behalf of the Issuer.

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CONTENTS
Clause
Page
DOCUMENTS INCORPORATED BY REFERENCE ........................................................................ 6
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS ......... 10
SUMMARY .............................................................................................................................................11
RISK FACTORS .................................................................................................................................... 20
TAXATION............................................................................................................................................. 27
TERMS AND CONDITIONS OF THE NOTES ................................................................................. 29
INFORMATION RELATING TO SOLVENCY RATIOS AND ISSUES OF SECURITIES
QUALIFYING AS TIER 1 AND TIER 2 CAPITAL ........................................................................... 48
INFORMATION ABOUT THE ISSUER............................................................................................. 55
ORGANISATIONAL STRUCTURE ................................................................................................... 56
ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES........................................ 58
BUSINESS OVERVIEW....................................................................................................................... 62
MANAGEMENT REPORT OF THE CAISSE NATIONALE DES CAISSES D'EPARGNE
GROUP FOR THE YEAR ENDED DECEMBER 31, 2004 (CNCE GROUP) ................................. 68
CNCEP CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER
31, 2004 (CNCE GROUP)...................................................................................................................... 88
STATUTORY AUDITORS' REPORT ON THE CNCEP CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2004 (CNCE GROUP)................... 130
UNAUDITED CONSOLIDATED CASH FLOW STATEMENT OF CAISSE NATIONALE DES
CAISSES D'EPARGNE (CNCE GROUP) ......................................................................................... 132
MANAGEMENT REPORT CNCE GROUP FIRST-HALF 2005 (CNCE GROUP) .................. 134
INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED
JUNE 30, 2005 OF CAISSE NATIONALE DES CAISSES D'EPARGNE GROUP (CNCE GROUP)
................................................................................................................................................................ 160
STATUTORY AUDITORS' REVIEW REPORT ON THE INTERIM CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2005 OF CAISSE
NATIONALE DES CAISSES D'EPARGNE GROUP (CNCE GROUP) ........................................ 197
UNAUDITED CONSOLIDATED CASH FLOW STATEMENTS OF GROUPE CAISSE
D'EPARGNE......................................................................................................................................... 199
RECENT DEVELOPMENTS............................................................................................................. 201
REASONS OF THE OFFER AND USE OF PROCEEDS ............................................................... 205

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SUBSCRIPTION AND SALE............................................................................................................. 206
GENERAL INFORMATION.............................................................................................................. 210

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DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus should be read and construed in conjunction with:
(i)
the unaudited interim non-consolidated financial statements of the Issuer as of and for the six months
ended 30 June 2005 and the related notes and Auditors' "limited review" report (as included in the
"Interim Report June 2005" referred to in the cross-reference list hereinafter);
(ii)
the audited non-consolidated financial statements of the Issuer as of and for the years ended 31
December 2003 and 31 December 2004 and the related notes and Auditors' reports (as included in the
"Financial Statements 2003" and in the "Financial Statements 2004", respectively, referred to in the
cross-reference list hereinafter);
(iii)
the audited consolidated financial statements of the Issuer as of and for the years ended 31 December
2003 and the related notes and Auditors' report (as included in the "Management Report for the 2003
Financial Year" referred to in the cross-reference list hereinafter);
(iv)
the audited consolidated financial statements of Groupe Caisse d'Epargne as of and for the years ended
31 December 2003 and 31 December 2004 and the related notes and Auditors' reports (as included in
the "Management Report for the 2003 Financial Year" and in the "Management Report for the 2004
Financial Year", respectively, referred to in the cross-reference list hereinafter);
(v)
the unaudited interim consolidated financial statements of Groupe Caisse d'Epargne as of and for the
six-months ended 30 June 2005 and the related notes and Auditors' "limited review" report (as
included in the "Management Report First Half 2005" referred to in the cross-reference list
hereinafter),
which have been previously published or are published simultaneously with this Prospectus and that have
been filed with the Luxembourg competent authority for the purpose of the Prospectus Directive and the
relevant implementing measures in the Grand Duchy of Luxembourg, and shall be incorporated in, and form
part of, this Prospectus.
This Prospectus and the documents incorporated by reference in this Prospectus are available for viewing at
www.bourse.lu
Any information not listed in the following cross-reference lists but included in the documents incorporated
by reference in this Prospectus is given for information purposes only.

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CROSS-REFERENCE LIST IN RESPECT OF THE FINANCIAL INFORMATION FOR THE YEAR
ENDED 31 DECEMBER 2003 IN RESPECT OF CNCE GROUP

Regulation Annex XI in respect of CNCE Group
Management
Report for
the 2003
Financial
Year
11. Financial information
11.1 Historical Financial

concerning the issuer's assets
Information
and liabilities, financial
Audited historical financial
p. 1 et seq.
position and profits and losses
information
Audit reports p.
46
Balance sheet p.
1
Profit and loss account p.
3
Accounting policies p.
10
Explanatory notes
p. 4 et seq.
11.2 Financial Statements

Consolidated financial statements
p. 1 et seq.
11.3 Auditing of historical annual
financial information
11.3.1
Statement indicating that the p. 46 et seq.
historical financial information has
been audited
Refusal, qualifications or
p. 46
disclaimers of the audit reports, as
the case may be, and reasons for
such refusal, qualifications or
disclaimers
11.3.2 Other information included
N/A
audited by the auditors
11.3.3 If financial data included is
N/A
not extracted from the issuer's
audited financial statements, source
of the data and indication that the
date is unaudited

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CROSS-REFERENCE LIST IN RESPECT OF THE FINANCIAL INFORMATION FOR THE YEARS
ENDED 31 DECEMBER 2004 AND 2003 AND FOR THE SIX-MONTHS ENDED 30 JUNE 2005 IN
RESPECT OF THE GROUPE CAISSE D'EPARGNE
Regulation Annex XI in respect of the Groupe Caisse d'Epargne
Management Management Management
Report for
Report for
Report First
the 2004
the 2003
Half 2005
Financial
Financial
Year
Year
11. Financial
11.1 Historical Financial Information

information
Audited historical financial information
p. 42 et seq.
p. 41 et seq.

concerning the
Audit reports
p. 87 and seq.
p. 86

issuer's assets
and liabilities,
Balance sheet
p. 42
p. 41

financial
Profit and loss account
p. 44
p. 43

position and
Accounting policies
pp. 4, 49, 53,
pp. 51, 56

profits and
58, 83, 88
losses
Explanatory notes
p. 45 et seq.
p. 44 et seq.

11.2 Financial Statements

Consolidated financial statements
p. 42 et seq.
p. 41 et seq.

11.3 Auditing of historical annual financial

information
11.3.1

Statement indicating that the historical financial p. 87 et seq.
p. 86 et seq.

information has been audited
Refusal, qualifications or disclaimers of the audit pp. 87, 88
p. 86

reports, as the case may be, and reasons for such
refusal, qualifications or disclaimers
11.3.2 Other information included audited by the
N/A
N/A

auditors
11.3.3 If financial data included is not extracted
N/A N/A
from the issuer's audited financial statements,
source of the data and indication that the date is
unaudited

11.5.1 Unaudited half yearly financial information

Limited review report

p. 77

Balance sheet
37

Profit and loss account
39

Accounting policies

pp. 5, 45, 51,
54

Explanatory notes
p.
40
et
seq.

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CROSS-REFERENCE LIST IN RESPECT OF THE FINANCIAL INFORMATION FOR THE YEARS
ENDED 31 DECEMBER 2004 AND 2003 AND FOR THE SIX-MONTHS ENDED 30 JUNE 2005 IN
RESPECT OF CNCE

Regulation Annex XI in respect of CNCE
Financial
Financial
Interim
Statements
Statements
Report June
2004
2003
2005
11. Financial
11.1 Historical Financial Information

information
Audited historical financial information
p. 1 et seq.
p. 1 et seq.

concerning the
Audit reports
p. 24
p. 25

issuer's assets and
liabilities,
Balance sheet
p. 1 et seq.
p. 1 et seq.

financial position
Profit and loss account
p. 3
p. 3

and profits and
Accounting policies
p. 7
p. 5

losses
Explanatory notes
p. 4 et seq.
p. 4 et seq.

11.2 Financial Statements

Own financial statements
p. 1 et seq.
p. 1 et seq.

11.3 Auditing of historical annual financial

information
11.3.1

Statement indicating that the historical financial p. 24 et seq.
p. 25 et seq.

information has been audited
Refusal, qualifications or disclaimers of the audit p. 24
p. 25

reports, as the case may be, and reasons for such
refusal, qualifications or disclaimers
11.3.2 Other information included audited by the N/A N/A
auditors
11.3.3 If financial data included is not extracted
N/A N/A
from the issuer's audited financial statements,
source of the data and indication that the date is
unaudited

11.5.1 Unaudited half yearly financial

information

Limited review report

p. 26

Balance sheet
pp.
2,
3

Profit and loss account

p. 4

Accounting policies
p.
6

Explanatory notes
p.
5
et
seq.

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PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS
To the best knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), the
information contained in this Prospectus is in accordance with the facts and contains no omission likely
to affect its import. The Issuer accepts responsibility accordingly.

Caisse Nationale des Caisses d'Epargne et de Prévoyance
5, rue Masseran
75007 Paris
France
Duly represented by:
Mr Pierre Servant, Membre du Directoire

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Obligation BPCe 4.75% ( FR0010279273 ) en EUR

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