Obligation BOUYGUES SA 6.125% ( FR0010633974 ) en EUR

BOUYGUES SA

100 % ▼

France

FR0010633974 ( en EUR )

6.125% par an ( paiement annuel )

03/07/2015 - Obligation échue

Prospectus brochure de l'obligation Bouygues FR0010633974 en EUR 6.125%, échue

50 000 EUR

1 000 000 000 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 FR0010633974, paye un coupon de 6.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 03/07/2015

PROSPECTUS DATED 1 JULY 2008

(a société anonyme incorporated in the Republic of France)
EUR 1,000,000,000 6.125 per cent. Bonds due 2015

Issue Price: 99.441 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 EUR 1,000,000,000 6.125 per cent. Bonds due 2015 (the "Bonds").
The Bonds will be issued on 3 July 2008 and will bear interest at a rate of 6.125 per cent. per annum from, and including, 3 July 2008 to, but
excluding, 3 July 2015, payable annually in arrear on 3 July in each year, commencing on 3 July 2009, as more fully described in "Terms and
Conditions of the Bonds Interest". 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 3 July 2015. 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 as more fully described in "Terms and Conditions of the Bonds Redemption and Purchase".
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 (defined 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. ("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") including the
depositary banks for Euroclear and Clearstream, Luxembourg.
The Bonds will be issued in dematerialised bearer form in the denomination of EUR 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 / THE ROYAL BANK OF SCOTLAND
BNP PARIBAS
HSBC NATIXIS

CO-LEAD MANAGERS
CALYON
CRÉDIT MUTUEL CIC
SANTANDER GLOBAL BANKING & MARKETS
SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING
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 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 this Prospectus.
This Prospectus does not constitute an offer of Bonds, and may not 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, any 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", "EUR"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, BNP Paribas (or any persons acting on behalf of the Stabilising
Manager) will act as stabilising manager (the "Stabilising Manager"). The Stabilising Manager may over-
allot 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 (or any
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 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............................................................................ 6
COMPLEMENTARY INFORMATION ABOUT THE ISSUER........................................................................... 9
TERMS AND CONDITIONS OF THE BONDS............................................................................................... 12
USE OF PROCEEDS ..................................................................................................................................... 22
RECENT DEVELOPMENTS .......................................................................................................................... 23
TAXATION...................................................................................................................................................... 29
SUBSCRIPTION AND SALE.......................................................................................................................... 31
GENERAL INFORMATION ............................................................................................................................ 33

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 2007 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.
Taxation
Potential purchasers and sellers of the Bonds should be aware that they may be required to pay taxes or
other documentary charges or duties in accordance with the laws and practices of the country where the
Bonds are transferred or other jurisdictions. In some jurisdictions, no official statements of the tax authorities
or court decisions may be available for innovative financial instruments such as the Bonds. Potential
investors are advised not to rely upon the tax summary contained in this Prospectus but to ask for their own
tax adviser's advice on their individual taxation with respect to the acquisition, holding, sale and redemption
of the Bonds. Only these advisors are in a position to duly consider the specific situation of the potential
investor. This investment consideration has to be read in connection with the taxation sections of this
Prospectus.
4

EU Savings Directive
On 3 June 2003, the European Council of Economic and Finance Ministers adopted a directive 2003/48/CE
regarding the taxation of savings income in the form of interest payments (the "Directive"). The Directive
requires Member States, subject to a number of conditions being met, to provide to the tax authorities of
other Member States details of payments of interest and other similar income made by a paying agent
located within its jurisdiction to, or for the benefit of, an individual resident in that other Member State, except
that, for a transitional period, Belgium, Luxembourg and Austria will instead withhold an amount on interest
payments unless the relevant beneficial owner of such payment elects otherwise.
If a payment were to be made or collected through a Member State which has opted for a withholding
system and an amount of, or in respect of tax were to be withheld from that payment, neither the Issuer nor
any paying agent nor any other person would be obliged to pay additional amounts with respect to any Bond
as a result of the imposition of such withholding tax.
5

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 10 April 2007, with the exception of the second
paragraph of the section entitled "Attestation du responsable du document de référence" (the "2006
Reference Document");
(ii)
the reference document in French language dated 10 April 2008, with the exception of the section
entitled "Attestation du responsable du document de référence" (the "2007 Reference Document");
and
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 2006 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 2006
financial year ("Bouygues 2006 Financial Review"). The 2007 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 2007 financial year ("Bouygues 2007 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 page 241 of the Bouygues 2007 Financial Review.
2. STATUTORY
AUDITORS
2.1.
See pages 126 and 205 of the Bouygues 2007 Financial Review.
3. RISK
FACTORS
3.1.
See pages 27, 39, 51, 56, 62 to 63, 75, 95 to 101, 168 to 169, 187, 196 to 197 of the Bouygues
2007 Financial Review.
4.
INFORMATION ABOUT THE ISSUER
4.1.
See page 144 of the Bouygues 2007 Financial Review.
4.1.1.
See page 144 of the Bouygues 2007 Financial Review.
4.1.2.
See page 144 of the Bouygues 2007 Financial Review.
4.1.3.
See page 144 of the Bouygues 2007 Financial Review.
6

4.1.4.
See page 144 of the Bouygues 2007 Financial Review.

5. BUSINESS
OVERVIEW

5.1. Principal
activities:
5.1.1.
See pages 22 to 93 of the Bouygues 2007 Financial Review.
5.1.2.
See pages 24 to 26, 34 to 39, 46 to 50, 58 to 61, 70 to 74 of the Bouygues 2007 Financial
Review.
6. ORGANISATIONAL
STRUCTURE
6.1.
See page 7 of the Bouygues 2007 Financial Review.
9.
ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES
9.1.
See pages 6 to 7, 104 to 120 of the Bouygues 2007 Financial Review.

9.2
See page 117 of the Bouygues 2007 Financial Review
10. MAJOR
SHAREHOLDERS
10.1.
See pages 135 to 136 of the Bouygues 2007 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 2006:
(i)
consolidated balance sheet: see page 150 of the Bouygues 2006 Financial Review
(ii)
consolidated income statement: see page 151 of the Bouygues 2006 Financial
Review
(iii)
accounting policies and explanatory notes: see pages 155 to 202 of the Bouygues
2006 Financial Review
(iv)
audit report: see page 226 of the Bouygues 2006 Financial Review

For the year 2007:
(i)
consolidated balance sheet: see page 154 of the Bouygues 2007 Financial Review
(ii)
consolidated income statement: see page 155 of the Bouygues 2007 Financial
Review
(iii)
accounting policies and explanatory notes: see pages 159 to 208 of the Bouygues
2007 Financial Review
(iv)
audit report: see page 229 of the Bouygues 2007 Financial Review
7

11.2.
Individual Financial statements

For the year 2007:
(i)
balance sheet: see page 209 of the Bouygues 2007 Financial Review
(ii)
income statement: see page 210 of the Bouygues 2007 Financial Review
(iii)
accounting policies and explanatory notes: see pages 211 to 219 of the Bouygues
2007 Financial Review
(iv)
audit report: see pages 228 of the Bouygues 2007 Financial Review

11.3.
Auditing of historical annual financial information
11.3.1.
See pages 225 and 226 of the Bouygues 2006 Financial Review.
See pages 228 and 229 of the Bouygues 2007 Financial Review.

11.3.2.
See pages 230 to 235 of the Bouygues 2007 Financial Review.

11.5.
See pages 93, 100 of the Bouygues 2007 Financial Review.

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

13.1.
Not Applicable

13.2
Not Applicable
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.
8

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
32 avenue Hoche
Chairman, SCDM
75008 Paris
Director, TF1, Sodeci and CIE

Member of the supervisory board, Paris-Orléans
Chairman and CEO,
Standing Representative of SCDM on the board of Actiby, SCDM

Participations, SCDM Invest-1, SCDM Invest-2.
Director
Managing Director, SCDM
Chairman, Board of Directors of Finagestion
Olivier Bouygues
Director, Finagestion
32 avenue Hoche
Chairman & CEO, Director, Seci,
75008 Paris
Director, TF1, Alstom, Bouygues Telecom, Colas, Bouygues Construction,

Eurosport, Cefina, Sodeci, CIE and Sénégalaise des Eaux
Deputy CEO
Standing Representative of SCDM on the board of SCDM Energie, SCDM

Investur, SCDM Investcan
Standing Representative of SCDM
Non-shareholder manager, SIR and SIB
Chairman, SAGRI-E and SAGRI-F
SCDM
32 avenue Hoche
Chairman, Actiby, SCDM Energie, SCDM Participations, SCDM Investur,
75008 Paris
SCDM Invest-1, SCDM Invest-2, SCDM Investcan

Director, GIE 32 Hoche
Director
Pierre Barberis
Advisor to the Chairman and CEO Oberthur Card Systems (renamed Oberthur
7 Pili Street, South Forbes Park
Technologies) in Asia
Makati 1200 Metro Manilla
Chairman and Director, Wilson Gestion
Philippines
Manager, Amrom

Director
Vice Chairman and Director, PPR
Managing Director and Director, Artemis
Chairman and Director, Piasa
CEO and member of the supervisory board, Financière Pinault
Patricia Barbizet
Director, Total, Fnac SA, Société Nouvelle du Théâtre Marigny, Air France KLM
12 rue François 1er
and TF1
75008 Paris
Member of the supervisory board, Yves Saint Laurent

Member of the management board, SC Vignoble de Château Latour
Director
Standing Representative of Artemis on the board of Sebdo Le Point and Agefi
CEO and Director, Palazzo Grassi
Chairman and board member, Christies International Plc
Supervisory board member, Gucci Group NV
François Bertière
150 route de la Reine
Chairman and CEO, Director Bouygues Immobilier
92100 Boulogne Billancourt

Director
Mrs Francis Bouygues
50 rue Fabert
75007 Paris

Director
9

Name, address, position
Principal activities performed outside the Issuer
Deputy CEO, BNP Paribas
Chairman, Compagnie d'Investissement de Paris and Financière BNP Paribas
Georges Chodron de Courcel
Director, Alstom, Nexans, FFP (Société Foncière Financière et de
3 rue d'Antin
Participations) and Verner Investissements
75002 Paris
Supervisory Board Member, Lagardère SCA

Non-voting Director, Scor, Safran, and Exane
Director
Chairman, BNP Paribas SA
Director, Banca Nazionale del Lavoro, BNP Zao, Erbé SA and Scor Holding AG
Charles de Croisset
Peterborough Court
International advisor, Goldman Sachs International
133 Flee Street
Chairman, Fondation du Patrimoine
London EC4A 2BB
Director, Renault and Thales
GB
Supervisory Board Member, Euler & Hermes

Non-voting Director, Galeries Lafayette
Director
Lucien Douroux
20 rue de la Baume
Director, Banque de Gestion Privée Indosuez
75008 Paris

Director
Yves Gabriel
Chairman and 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
Director
Travaux Publics
Jean-Michel Gras
Immeuble Le Levant
305 avenue Le jour se lève
92656 Boulogne Billancourt cedex

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

Director
Representative of employee shareholders
Patrick Kron
3 avenue Malraux
Chairman and CEO, Alstom
92300 Levallois Perret
Director, Alstom UK Holdings Ltd

Director
Chairman and CEO, Colas
Hervé Le Bouc
Standing Representative of Colas on the board of Cofiroute, Somaro, Colas
7 place rené Clair
Midi Méditerranée, Société Parisienne d'Etudes d'Informatique et de Gestion
92653 Boulogne Billancourt
Standing Representative of Colas, manager of Echangeur International

Standing Representative of SPARE on the board of Sacer Atlantique
Director
Standing Representative of IPF on the board of SPAC and SCREG Est
Chairman, Groupama Immobilier, Compagnie Foncière Parisienne, Groupama
Asset Management and Finama Private Equity
Helman le Pas de Sécheval
Vice Chairman, of the supervisory board, Banque Finama
8-10 rue d'Astorg
Standing Representative of Groupama SA on the board of Lagardère SCA,
75383 Paris Cedex 08
Société Silic and GIE Groupama Systèmes d'Information

Standing Representative of Groupama SA, co manager of SCA d'Agassac
Director
Director, Groupama International, Groupama Vita spa, Groupama Assicurazioni
Spa and Nuova Tirrena Spa
Non-voting Director, Gimar Finance & Compagnie
Nonce Paolini
CEO and Director, TF1
1 quai du point du Jour
Chairman, TF1 Management
10