Obligation BOUYGUES SA 4.75% ( FR0010326975 ) en EUR

BOUYGUES SA

100 % ▼

France

FR0010326975 ( en EUR )

4.75% par an ( paiement annuel )

24/05/2016 - Obligation échue

Prospectus brochure de l'obligation Bouygues FR0010326975 en EUR 4.75%, échue

50 000 EUR

600 000 000 EUR

Bouygues est un conglomérat français opérant dans la construction, les télécommunications et les médias.

L'Obligation émise par BOUYGUES SA ( France ) , en EUR, avec le code ISIN FR0010326975, paye un coupon de 4.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 24/05/2016

PROSPECTUS DATED 23 MAY 2006

(a société anonyme incorporated in the Republic of France)
Euro 600,000,000 4.75 per cent. Bonds due 2016

Issue Price: 99.657 per cent.
This prospectus constitutes a prospectus (the "Prospectus") for the purposes of Article 5.3 of Directive 2003/71/EC (the "Prospectus Directive")
and the relevant implementing measures in the Grand Duchy of Luxembourg. This Prospectus contains information relating to the issue by Bouygues
(the "Issuer") of its Euro 600,000,000 4.75 per cent. Bonds due 2016 (the "Bonds").
The Bonds will be issued outside the Republic of France on 24 May 2006 and will bear interest at a rate of 4.75 per cent. per annum from, and
including, 24 May 2006 to, but excluding, 24 May 2016, payable annually in arrear on 24 May in each year, commencing on 24 May 2007, as more
fully described in "Terms and Conditions of the Bonds Interest" herein. Payments of principal and interest on the Bonds will be made without
deduction for or on account of French taxes as more fully described in "Terms and Conditions of the Bonds Taxation".
Unless previously redeemed or purchased and cancelled, the Bonds will be redeemed in full at their principal amount on 24 May 2016. The Bonds
may, in certain circumstances, 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 Bonds Redemption and Purchase" herein).
Bondholders will be entitled, following a Change of Control, to request the Issuer to redeem or procure the purchase of their Bonds at their principal
amount together with any accrual interest as more fully described under "Terms and Conditions of the Bonds - Change of Control".
Application has been made for the Bonds to be admitted to the official list and traded on the Regulated Market (regulated by Directive 2004/39/EC) of
the Luxembourg Stock Exchange in accordance with the Prospectus Directive. This Prospectus (together with any documents incorporated by
reference therein) is available on the Luxembourg Stock Exchange website (www.bourse.lu).
The Bonds have been accepted for clearance through Euroclear France, Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and
Euroclear Bank SA/N.V., as operator of the Euroclear System ("Euroclear"). The Bonds will on the Issue Date be inscribed (inscription en compte) in
the books of Euroclear France which shall credit the accounts of the Account Holders (as defined in "Terms and Conditions of the Bonds - Form,
Denomination and Title" below) including the depositary banks for Euroclear and Clearstream, Luxembourg.
The Bonds will be issued in dematerialised bearer form in the denomination of 50,000 each. The Bonds will at all times be represented in book-entry
form (dématérialisés) in the books of the Account Holders in compliance with Article L.211-4 of the French Code monétaire et financier. No physical
document of title will be issued in respect of the Bonds.
The Bonds have been assigned a rating of A- by Standard & Poor's Ratings Services. A rating is not a recommendation to buy, sell or hold Bonds
and may be subject to revision, suspension, reduction or withdrawal at any time by the relevant rating agency.
See "Risk Factors" on page 4 of this Prospectus for certain information relevant to an investment in the Bonds.

JOINT LEAD MANAGERS
ABN AMRO
DEUTSCHE BANK
NATEXIS BANQUES POPULAIRES
SOCIÉTÉ GENERALE CORPORATE &
INVESTMENT BANKING
CO-LEAD MANAGERS
BNP PARIBAS
CALYON CORPORATE AND INVESTMENT
BANK
CITIGROUP
CREDIT INDUSTRIEL ET COMMERCIAL
HSBC
IXIS CORPORATE & INVESTMENT BANK
THE ROYAL BANK OF SCOTLAND
UNION DE GARANTIE ET DE PLACEMENT

The Issuer accepts responsibility for the information contained in (or incorporated by reference in) this
Prospectus. To the best of the knowledge and belief of the Issuer, having taking all reasonable care to
ensure that such is the case, the information contained (or incorporated by reference in) in this Prospectus is
in accordance with the facts and does not omit anything likely to affect the import of such information.
The delivery of this Prospectus at any time does not imply that any information contained herein or therein is
correct at any time subsequent to the date hereof.
In connection with the issue and sale of the Bonds, no person is authorised to give any information or to
make any representation not contained (or incorporated by reference in) in this Prospectus, and neither the
Issuer nor any of the Managers (as defined in "Subscription and Sale" below) accepts responsibility for any
information or representation so given that is not contained (or incorporated by reference in) in this
Prospectus. This Prospectus does not constitute an offer of Bonds, and neither may be used for the
purposes of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not
authorised, or to any person to whom it is unlawful to make such offer or solicitation and no action is being
taken to permit an offering of the Bonds or the distribution of this Prospectus in any jurisdiction where any
such action is required except as specified herein.
The distribution of this Prospectus and the offering of the Bonds in certain jurisdictions may be restricted by
law. Persons into whose possession this Prospectus comes are required by the Issuer to inform themselves
about, and to observe, and such restrictions.
The Bonds have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act") and, subject to certain exceptions, may not be offered or sold within the
United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the
Securities Act ("Regulation S").
A further description of certain restrictions on offers and sales of the Bonds in the United States, and in
certain other jurisdictions, is set forth below under "Subscription and Sale".
In this Prospectus, references to "euro", "EURO", `Euro" and "" refer to the 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 by the Treaty on European Union and as amended by the Treaty of
Amsterdam.
In connection with the issue of the Bonds, Natexis Banques Populaires will act as stabilising manager (the
"Stabilising Manager"). The Stabilising Manager may over-allot Bonds (provided that the aggregate
principal amount of Bonds allotted does not exceed 105 per cent. of the aggregate nominal amount of the
Bonds) or effect transactions with a view to supporting the market price of the Bonds at a level higher than
that which might otherwise prevail. However, there is no assurance that 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 Bonds 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 Bonds and 60 days after
the date of the allotment of the Bonds. Such stabilisation shall be made in accordance with applicable laws
and regulations.

2

TABLE OF CONTENTS

RISK FACTORS RELATING TO THE BONDS ................................................................................................ 4
DOCUMENTS TO BE INCORPORATED BY REFERENCE............................................................................ 5
COMPLEMENTARY INFORMATION ABOUT THE ISSUER........................................................................... 8
TERMS AND CONDITIONS OF THE BONDS............................................................................................... 11
USE OF PROCEEDS ..................................................................................................................................... 21
RECENT DEVELOPMENTS .......................................................................................................................... 22
TAXATION...................................................................................................................................................... 25
SUBSCRIPTION AND SALE.......................................................................................................................... 27
GENERAL INFORMATION ............................................................................................................................ 30

3

RISK FACTORS RELATING TO THE BONDS

The following are certain risk factors of the offering of the Bonds of which prospective investors should be
aware. Prior to making an investment decision, prospective investors should consider carefully all of the
information set out in this Prospectus, including in particular the following risk factors detailed below. Further
risk factors relating to the Issuer and its activities are contained in the 2005 Reference Document.
Prospective investors should make their own independent evaluations of all investment considerations.
Terms defined in "Terms and Conditions of the Bonds" below shall have the same meaning where used
below.

No Prior Market for the Bonds; Resale Restrictions
There is no existing market for the Bonds, and there can be no assurance that any market will develop
and/or be maintained for the Bonds, or that holders of the Bonds will be able to sell their Bonds in the
secondary market in which case the market or trading price and liquidity of the Bonds may be adversely
affected.
Fixed Rate Interest
Subsequent changes in interest rates may adversely affect the value of the Bonds.
The Bonds may be redeemed prior to maturity
In the event that the Issuer would be obliged to pay additional amounts in respect of any Bonds due to any
withholding as provided in Condition 5(b) of the Terms and Conditions of the Bonds, the Issuer may and, in
certain circumstances, shall redeem all of the Bonds then outstanding in accordance with such Condition. As
a consequence, investors that choose to reinvest monies they receive through an early redemption may be
able to do so only in securities with a lower yield than the redeemed Bonds.
Credit ratings may not reflect all risks
The ratings assigned by the credit rating agencies to the Bonds may not reflect the potential impact of all
risks related to structure, market, additional factors discussed above, and other factors that may affect the
value of the Bonds. A credit rating is not a recommendation to buy, sell or hold securities and may be
revised or withdrawn by the rating agency at any time.
Exercise of Put Option in respect of certain Bonds may affect the liquidity of the Bonds in respect of
which such Put Option is not exercised
Depending on the number of Bonds in respect of which the Put Option provided in Condition 7 is exercised,
any trading market in respect of those Bonds in respect of which such Put Option is not exercised may
become illiquid.

4

DOCUMENTS TO BE INCORPORATED BY REFERENCE

This Prospectus should be read and construed in conjunction with the following documents all of which are
incorporated by reference in the Prospectus and which the Issuer has filed with the Commission de
Surveillance du Secteur Financier:
(i)
the reference document in French language dated 12 April 2006, with the exception of the second
paragraph of the section entitled "Attestation du responsable du document de référence" (the "2005
Reference Document"); and
(ii)
the reference document in French language dated 12 April 2005, with the exception of the section
entitled "Auditors' opinion on the financial review" (the "2004 Reference Document").
So long as any of the Bonds are outstanding, this Prospectus and the documents incorporated by reference
in this Prospectus will be available during usual business hours on any weekday (except Saturdays,
Sundays and public holidays) for inspection and collection free of charge, at the specified office of the
Paying Agents. The 2005 Reference Document contains, inter alia, the Annual Report of the Issuer
(including the Audited Consolidated Financial Statements and related Notes and Audit Report) for the 2005
financial year ("Bouygues 2005 Financial Review"). The 2004 Reference Document contains, inter alia, the
Annual Report of the Issuer (including the Audited Consolidated Financial Statements and related Notes and
Audit Report) for the 2004 financial year ("Bouygues 2004 Financial Review").
For the purposes of the Prospectus Directive, information can be found in such documents incorporated by
reference or this Prospectus in accordance with the following cross-reference table (in which the numbering
refers to the relevant Sections of Annex IX of Regulation EC 809/2004):

1. PERSONS
RESPONSIBLE
1.1.
See the last page of the Bouygues 2005 Financial Review.
2. STATUTORY
AUDITORS
2.1.
See page 125 of the Bouygues 2005 Financial Review.

3. RISK
FACTORS
3.1.
See pages 92 to 102 of the Bouygues 2005 Financial Review.
4.
INFORMATION ABOUT THE ISSUER
4.1.
See pages 142 and 143 of the Bouygues 2005 Financial Review.
4.1.1.
See pages 142 and 143 of the Bouygues 2005 Financial Review.
4.1.2.
See pages 142 and 143 of the Bouygues 2005 Financial Review.
4.1.3.
See pages 142 and 143 of the Bouygues 2005 Financial Review.

5

4.1.4.
See pages 142, 143 and the last page of the Bouygues 2005 Financial Review.

5. BUSINESS
OVERVIEW

5.1. Principal
activities:
5.1.1.
See pages 14 to 46 of the Bouygues 2005 Financial Review.
5.1.2.
See pages 14 to 46 of the Bouygues 2005 Financial Review.
6. ORGANISATIONAL
STRUCTURE
6.1.
See page 5 of the Bouygues 2005 Financial Review.
9.
ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES
9.1.
See pages 108 to 117 of the Bouygues 2005 Financial Review.

10. MAJOR
SHAREHOLDERS
10.1.
See page 131 of the Bouygues 2005 Financial Review.
11.
FINANCIAL INFORMATION CONCERNING THE ISSUER'S ASSETS AND LIABILITIES,
FINANCIAL POSITION AND PROFITS AND LOSSES

11.1.
Historical Financial Information

For the year 2004:
(i)
consolidated balance sheet: see page 152 of the Bouygues 2005 Financial Review
(ii)
consolidated income statement: see page 153 of the Bouygues 2005 Financial
Review
(iii)
accounting policies and explanatory notes: see pages 97 to 122 of the Bouygues
2004 Financial Review
(iv)
audit report: see page 143 of the Bouygues 2004 Financial Review

For the year 2005:
(v)
consolidated balance sheet: see page 152 of the Bouygues 2005 Financial Review
(vi)
consolidated income statement: see page 153 of the Bouygues 2005 Financial
Review
(vii)
accounting policies and explanatory notes: see pages 156 to 208 of the Bouygues
2005 Financial Review
(viii) audit report: see page 226 of the Bouygues 2005 Financial Review

6

11.2.
Individual Financial statements

For the year 2005:
(ix)
balance sheet: see page 209 of the Bouygues 2005 Financial Review
(x)
income statement: see page 210 of the Bouygues 2005 Financial Review
(xi)
accounting policies and explanatory notes: see pages 211 to 218 of the Bouygues
2005 Financial Review
(xii)
audit report: see pages 225 of the Bouygues 2005 Financial Review

11.3.
Auditing of historical annual financial information
11.3.1.
See pages 142 and 143 of the Bouygues 2004 Financial Review.
See page 225 and 226 of the Bouygues 2005 Financial Review.

11.3.2.
See pages 227 to 232 of the Bouygues 2005 Financial Review.

11.5.
See page 101 of the Bouygues 2005 Financial Review.

13.
THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS 0F
ANY INTEREST

13.2.
Third party information
See pages 33, 34, 91 and 235 to 238 and the last page of the Bouygues 2005 Financial Review.

14.
DOCUMENTS ON DISPLAY
14.1.
See "General Information" in this Prospectus.

The information incorporated by reference in this Prospectus but not listed in the cross-reference table
above is given for information purposes only.

7

COMPLEMENTARY INFORMATION ABOUT THE ISSUER
(Numbering refers to the relevant Sections of Annex IX of Regulation EC 809/2004)

9. Administrative, Management, and Supervisory Bodies
9.1.

Name, address, position
Principal activities performed outside the Issuer
Martin Bouygues
1 avenue Eugène Freyssinet
Chairman, SCDM
78280 Guyancourt
Director, TF1, Sodeci, CIE and HSBC France

Standing Representative, of SCDM on the board of Actiby and on the
Chairman & CEO,
chairmanship of SCDM PARTICIPATIONS

Director
Olivier Poupart-Lafarge
1 avenue Eugène Freyssinet
Managing Director, SCDM
78280 Guyancourt
Director, Bouygues Telecom, Colas, TF1 and Bic

Standing Representative of Bouygues SA on the board of Bouygues Construction
Deputy CEO,
and on the board of Bouygues Immobilier

Director
Managing Director, SCDM
Olivier Bouygues
Chairman, Board of Directors of Finagestion
1 avenue Eugène Freyssinet
Director, Finagestion
78280 Guyancourt
Chairman & CEO, Director, Seci,

Director TF1, Bouygues Telecom, Colas, Bouygues Construction, Eurosport,
Deputy CEO
Cefina, Sodeci, CIE and Sénégalaise des Eaux

Standing Representative of SCDM on the board of SCDM Energie
Standing Representative of SCDM
Non-shareholder manager, SIR and SIB
Chairman, SAGRI-E and SAGRI-F
SCDM
1 avenue Eugène Freyssinet
78280 Guyancourt
Chairman, Actiby, SCDM Energie and SCDM PARTICIPATIONS

Director
Pierre Barberis
Deputy CEO and Director, Oberthur Card Systems
71/73 rue des Hautes Pâtures
Chairman and Director, Wilson Gestion
92726 Nanterre Cedex
Manager, Amrom

Director
Managing Director and Director, Artemis
Board Vice-Chairman of the Board and Director, PPR
Managing Director and Director, Palazzo Grassi
Patricia Barbizet
Chairman & Director, Théâtre Marigny
12 rue François 1er
Chairman & CEO and Director, Piasa
75008 Paris
Chairman and Board Member, Christies International Plc

Director, FNAC, TF1 and Air France
Director
Supervisory Board Member, Gucci, Yves Saint Laurent,
Standing Representative of Artemis on the boards of Sebdo Le Point, Agefi
Management Board Member, SC Vignoble de Château Latour
Managing Director and Supervisory Board Member, Financière Pinault
François Bertière
Chairman & CEO, Director Bouygues Immobilier
150 route de la Reine
Supervisory Board Member, Bouygues Immobilier Polska
92100 Boulogne Billancourt
Director, Bouygues Immobilier - CMC

Director, Bouygues Inmobiliaria
Director
Mrs Francis Bouygues

8

Name, address, position
Principal activities performed outside the Issuer
50 rue Fabert
75007 Paris

Director
Georges Chodron de Courcel
Deputy CEO, BNP Paribas
3 rue d'Antin
Director, Alstom, Nexans and FFP (Société Foncière Financière et de
75002 Paris
Participation)

Supervisory Board Member, Lagardère SCA
Director
Non-voting Director, Scor SA, Scor Vie and Safran
Charles de Croisset
Vice Chairman for Europe, Goldman Sachs
4 rue Barye
Chairman, Fondation du Patrimoine
75017 Paris
Director, Renault, Thales

Supervisory Board Member, Euler & Hermes
Director
Non-voting Director, SA des Galeries Lafayette
Michel Derbesse
64 avenue Raymond Poincaré
Director, FNTP
75016 Paris
Director, Société Fermière du Casino Municipal de Cannes

Director
Lucien Douroux
20 rue de la Baume
Chairman and Director, Banque de Gestion Privée Indosuez
75008 Paris
Director, Euris

Director
Chairman & CEO, Colas SA
Chairman & CEO, Colasie
Chairman and Director, Boards of Colas Inc
Director Colas Ile de France Normandie, Colas Rhône Alpes, Smac, Spac, Société
Parisienne d'Etudes d'Informatique et de Gestion, Colas Suisse Holding,
Colascanada, Colas Ltd, Colas Danmark, Hindustant Colas Ltd and Syndicat
Alain Dupont
Professionnel des Entrepreneurs des Travaux Publics de France et d'Outre-Mer
7 place René Clair
Director, Tasco
92653 Boulogne Billancourt
Standing Representative of Colas on the board of Colas Centre Ouest, Colas Midi

Méditerranée, Colas Sud Ouest, Cofiroute and Somaro
Director
Standing Representative of Colas on the Supervisory Board of Grand Travaux
Routiers et Colas Emulsion
Standing Representative of Spare on the board of Colas Est
Standing Representative of SPRI on the board of Colas Nord Picardie
Supervisory Board Member, Route Marocaine et Société Moghrébienne
d'Entreprises et de Travaux
Vice Chairman, FNTP
Yves Gabriel
Chairman & CEO, Bouygues Construction
1 avenue Eugène Freyssinet
Director, ETDE and FNTP
78280 Guyancourt
Standing Representative of Bouygues Construction on the board of Bouygues

Bâtiment International, Bouygues Bâtiment Ile de France and Bouygues Travaux
Director
Publics
Jean-Michel Gras
Columbia - Centre d'affaires La Boursidière
92355 Le Plessis Robinson Cedex

Director
Representative of employee shareholders
Thierry Jourdaine
1 avenue Eugène Freyssinet
78280 Guyancourt

Director
Representative of employee shareholders
Patrick Le Lay
Chairman & CEO, TF1
1 quai du Point du Jour
Director, Colas and Prima TV

9

Name, address, position
Principal activities performed outside the Issuer
92656 Boulogne-Billancourt
Chairman, Incunables & Cie

Standing Representative of TF1 on the board of Téléma
Director
Standing Representative of TPS Sport on the board of TPS Motivation
Standing Representative of TF1 Développement on the board of Télévision par
Satellite Gestion
Supervisory Board Member of Chaîne Française d'Information Internationale
(CFII)
Chairman & CEO, TV Breizh
Standing Representative of TV Breizh on the board of TVB Nantes
Jean Peyrelevade
23-27 rue Cambon
Vice Chairman, Quadrature
75001 Paris
Director, Suez and Société Monégasque d'Electricité et de Gaz

Supervisory Board Member of CMA-CGM
Director
Chairman & CEO, PPR
François-Henri Pinault
Manager, Financière Pinault
10 avenue Hoche
Chairman of the Board of Directors, Artemis
75008 Paris
Supervisory Board Vice Chairman, Boucheron Holding

Director, FNAC, Soft Computing, Simetra Obligations
Director
Supervisory Board Member, Gucci Group NV and Yves Saint Laurent SAS
Management Board Member, SC du Vignoble de Château Latour
Alain Pouyat
1 avenue Eugène Freyssinet
78280 Guyancourt
Director, Bouygues Telecom, C2S, TF1, Speig and ETDE

Director
Michel Rouger
Supervisory Board Member of Centuria
30 rue Claude Lorrain
Director, Compagnie Financière M.I. 29
75016 Paris
Supervisory Board Chairman of Sharing Knowledge

Manager, Michel Rouger Conseil
Director
Philippe Montagner
Arcs de Seine
Chairman & CEO, Director, Bouygues Telecom
20 quai du Point du Jour
Vice Chairman and Supervisory Board Member, Ginger Groupe Ingenierie Europe
92100 Boulogne Billancourt
Director, TF1, ETDE, Bouygues Immobilier and TPS Gestion

Non-voting Director

10