Obligation BOUYGUES SA 3.641% ( FR0010957662 ) en EUR

Société émettrice BOUYGUES SA
Prix sur le marché 100 %  ▼ 
Pays  France
Code ISIN  FR0010957662 ( en EUR )
Coupon 3.641% par an ( paiement annuel )
Echéance 29/10/2019 - Obligation échue



Prospectus brochure de l'obligation Bouygues FR0010957662 en EUR 3.641%, échue


Montant Minimal 50 000 EUR
Montant de l'émission 1 000 000 000 EUR
Description détaillée 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 FR0010957662, paye un coupon de 3.641% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 29/10/2019







PROSPECTUS DATED 26 OCTOBER 2010
(a société anonyme incorporated in the Republic of France)
EUR 1,000,000,000 3.641 per cent. Bonds due 2019
Issue Price: 100 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 3.641 per cent. Bonds due 2019 (the "Bonds").
The Bonds will be issued on 29 October 2010 and will bear interest at a rate of 3.641 per cent. per annum from, and including, 29 October 2010 to, but excluding,
29 October 2019, payable annually in arrear on 29 October in each year, commencing on 29 October 2011, 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 29 October 2019. 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 listed on the official list of, and admitted to trading 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 date of their issue 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.211-3 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 Bonds.
The Bonds have been assigned a rating of A- (stable) 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
SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING
BNP PARIBAS
CREDIT AGRICOLE CIB
HSBC
NATIXIS
THE ROYAL BANK OF SCOTLAND
1


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. This
Prospectus is to be read in conjunction with all the documents which are incorporated herein by reference.
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.
This Prospectus has been prepared for the purpose of giving information with regard to the Issuer, the Issuer
and its fully consolidated subsidiaries taken as a whole (the "Group") and the Bonds 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. For this purpose, "subsidiary" means, with respect to any person at any particular time,
any entity which is controlled by such person within the meaning of Article L.233-3 of the French Code de
commerce (excluding any listed person in which the Issuer holds less than 33.33 per cent. of the share capital
and voting rights).
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 Joint Lead 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.
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 Joint Lead 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 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 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 Bonds 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 Joint Lead Managers have not separately verified the information contained in this Prospectus in
connection with the Issuer. None of the Joint 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 in connection with the Issuer. 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 and the Joint Lead Managers that any recipient of this Prospectus or any
other financial statements should purchase the Bonds. Each potential purchaser of Bonds should determine for
itself the relevance of the information contained in this Prospectus and its purchase of Bonds should be based
upon such investigation as it deems necessary. None of the Joint Lead Managers undertakes to review the
financial condition or affairs of the Issuer during the life of the arrangements contemplated by this Prospectus
nor to advise any investor or potential investor in the Bonds of any information coming to the attention of any
of the Joint Lead Managers.
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.
2


This Prospectus is only being distributed to and is only directed at (i) persons who are outside the United
Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons
to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as "relevant persons"). Any Bonds will only be available to, and any
invitation, offer or agreement to subscribe, purchase or otherwise acquire such Bonds will be engaged in only
with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any
of its contents.
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, Société Générale (the "Stabilising Manager") (or persons
acting on behalf of 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 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 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 Bonds and 60 days
after the date of the allotment of the Bonds. Any stabilisation action or over-allotment must be
conducted by Société Générale (or persons acting on behalf of the Stabilising Manager) in accordance
with all applicable laws and rules.
3


TABLE OF CONTENTS
Page
RISK FACTORS .......................................................................................................................................................5
DOCUMENTS TO BE INCORPORATED BY REFERENCE.................................................................................8
COMPLEMENTARY INFORMATION ABOUT THE ISSUER............................................................................12
TERMS AND CONDITIONS OF THE BONDS....................................................................................................16
USE OF PROCEEDS..............................................................................................................................................26
LITIGATION ..........................................................................................................................................................27
RECENT DEVELOPMENTS.................................................................................................................................34
TAXATION.............................................................................................................................................................40
SUBSCRIPTION AND SALE ................................................................................................................................43
GENERAL INFORMATION..................................................................................................................................45
4


RISK FACTORS
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 2009 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.
I - Risks related to the Issuer
See section "Documents incorporated by reference".
II - Risks related to the Bonds
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.
Market value of the Bonds
The value of the Bonds 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 Bonds are traded. The price at which a holder of Bonds will be able to sell the Bonds
prior to maturity may be at a discount, which could be substantial, from the issue price or the purchase price
paid by such purchaser.
5


Change of law
The Terms and Conditions of the Bonds 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 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.
French insolvency law
Under French insolvency law as amended by ordinance n°2008-1345 dated 18 December 2008 which came
into force on 15 February 2009, holders of debt securities are automatically grouped into a single assembly of
holders (the "Assembly") in order to defend their common interests if a preservation (procédure de
sauvegarde) or a judicial reorganisation procedure (procédure de redressement judiciaire) is opened in France
with respect to the Issuer. The Assembly comprises holders of all debt securities issued by the Issuer
(including the Bonds) regardless of their governing law. The Assembly deliberates on the proposed safeguard
(projet de plan de sauvegarde) or judicial reorganisation plan (projet de plan de redressement) applicable to
the Issuer and may further agree to:

increase the liabilities (charges) of holders of debt securities (including the Bondholders) by
rescheduling due payments and/or partially or totally writing off receivables in form of debt
securities;

establish an unequal treatment between holders of debt securities (including the Bondholders) as
appropriate under the circumstances; and/or

decide to convert debt securities (including the Bonds) into securities that give or may give right to
share capital.
Decisions of the Assembly will be taken by a two-third majority (calculated as a proportion of the debt
securities held by the holders attending such Assembly or represented thereat). No quorum is required to
convoke the Assembly.
The procedures, as described above or as they will or may be amended, could have an adverse impact on
holders of the Bonds seeking repayment in the event that the Issuer or its subsidiaries were to become
insolvent.
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.
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, Luxembourg and Austria will instead withhold an amount on interest payments
unless the relevant beneficial owner of such payment elects otherwise.
6


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.
On 13 November 2008, the European Commission published a proposal for amendments to the Directive. The
proposal included a number of suggested changes that, if implemented, would broaden the scope of the rules
described above. The European Parliament approved an amended version of this proposal on 24 April 2009.
Investors who are in any doubt as to their position should consult their professional advisers.
7


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 9 April 2009, with the exception of the section
entitled "Attestation du responsable du document de référence" (the "2008 Reference Document");
(ii)
the reference document in French language dated 15 April 2010, with the exception of the section
entitled "Attestation du responsable du document de référence" (the "2009 Reference Document");
(iii)
the half-year review 2010 in French language dated 31 August 2010 for the period 1 January 2010 to
30 June 2010 (the "2010 Half-Year Review"); and
(iv)
the half-year interim financial statements for Bouygues and its subsidiaries in French language dated
31 August 2010 for the period 1 January 2010 to 30 June 2010 (the "2010 First-Half Results").
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
2008 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 2008 financial year
("Bouygues 2008 Financial Review"). The 2009 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 2009 financial year ("Bouygues 2009 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):
2.
STATUTORY AUDITORS
2.1.
See pages 131 and 227 of the Bouygues 2009 Financial Review.
3.
RISK FACTORS
3.1.
See pages 18, 106 to 119, 190 to 191, 209, 238 of the Bouygues 2009 Financial Review.
4.
INFORMATION ABOUT THE ISSUER
4.1.
See page 168 of the Bouygues 2009 Financial Review.
4.1.1.
See page 168 of the Bouygues 2009 Financial Review.
4.1.2.
See page 168 of the Bouygues 2009 Financial Review.
4.1.3.
See page 168 of the Bouygues 2009 Financial Review.
4.1.4.
See page 168 of the Bouygues 2009 Financial Review.
8


5.
BUSINESS OVERVIEW
5.1.
Principal activities:
5.1.1.
See pages 28 to 103 of the Bouygues 2009 Financial Review.
5.1.2.
See pages 28 to 32, 45 to 47, 56 to 60, 70 to 75, 82 to 87 of the Bouygues 2009 Financial Review.
6.
ORGANISATIONAL STRUCTURE
6.1.
See page 6 of the Bouygues 2009 Financial Review.
9.
ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES
9.1.
See pages 6 to 7, 122 to 130, 132 to 148 of the Bouygues 2009 Financial Review.
See page 3 of the 2010 Half-Year Review
9.2
See page 136 of the Bouygues 2009 Financial Review
10.
MAJOR SHAREHOLDERS
10.1.
See pages 158 to 159 of the Bouygues 2009 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 2008:
consolidated balance sheet: see page 164 of the Bouygues 2008 Financial Review
consolidated income statement: see page 165 of the Bouygues 2008 Financial Review
accounting policies and explanatory notes: see pages 169 to 214 of the Bouygues 2008 Financial
Review
audit report: see page 236 of the Bouygues 2008 Financial Review
For the year 2009:
consolidated balance sheet: see page 178 of the Bouygues 2009 Financial Review
consolidated income statement: see page 179 of the Bouygues 2009 Financial Review
accounting policies and explanatory notes: see pages 182 to 230 of the Bouygues 2009 Financial
Review
9


audit report: see page 253 of the Bouygues 2009 Financial Review
For the first semester of 2010:
consolidated balance sheet: see page 32 of the 2010 Half-Year Review
consolidated income statement: see page 33 of the 2010 Half-Year Review
accounting policies and explanatory notes: see pages 37 to 65 of the 2010 Half-Year Review
auditors' review report: see page 67 of the 2010 Half-Year Review
11.2.
Individual Financial statements
For the year 2009:
balance sheet: see page 231 of the Bouygues 2009 Financial Review
income statement: see page 232 of the Bouygues 2009 Financial Review
accounting policies and explanatory notes: see pages 233 to 241 of the Bouygues 2009 Financial
Review
audit report: see pages 252 of the Bouygues 2009 Financial Review
11.3.
Auditing of historical annual financial information
11.3.1.
See pages 235 and 236 of the Bouygues 2008 Financial Review.
See pages 252 and 253 of the Bouygues 2009 Financial Review.
11.3.2.
See pages 254 to 261 of the Bouygues 2009 Financial Review.
14.
DOCUMENTS ON DISPLAY
14.1.
See "General Information" in this Prospectus.
2010 Half-Year Review
Board of Directors
Page 3
Half-Year review of operations
Pages 4 to 30
Condensed consolidated first-half financial statements
Pages 31 to 65
Certificate of responsibility
Page 66
Auditors' review report on the first half financial statements
Page 67
2010 First-Half Results
10


Document Outline