Obligation Pernod-Ricard SA 1.875% ( FR0012968931 ) en EUR

Pernod-Ricard SA

100 % ▼

France

FR0012968931 ( en EUR )

1.875% par an ( paiement annuel )

27/09/2023 - Obligation échue

Prospectus brochure de l'obligation Pernod-Ricard S.A FR0012968931 en EUR 1.875%, échue

100 000 EUR

500 000 000 EUR

Pernod Ricard S.A. est une société multinationale française spécialisée dans la fabrication et la distribution de vins et spiritueux, possédant un large portefeuille de marques internationales.

L'Obligation émise par Pernod-Ricard SA ( France ) , en EUR, avec le code ISIN FR0012968931, paye un coupon de 1.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 27/09/2023

PROSPECTUS DATED 24 SEPTEMBER 2015
(a société anonyme established with limited liability in the Republic of France)
500,000,000 1.875 per cent. Notes due 2023
Issue Price: 99.64 per cent.
The 500,000,000 aggregate principal amount of 1.875 per cent. Notes due 2023 (the Notes) of Pernod Ricard S.A. (the Issuer) will be issued outside
the Republic of France on 28 September 2015 (the Issue Date) in the denomination of 100,000 each.
Each Note will bear interest on its principal amount from (and including) the Issue Date to (but excluding) 28 September 2023 (the Maturity Date) at
a fixed rate of 1.875 per cent. per annum payable annually in arrears on 28 September in each year and commencing on 28 September 2016, as further
described in "Terms and Conditions of the Notes Interest".
The Issuer may, at its option, (i) from and including 28 June 2023 to but excluding the Maturity Date (as defined below), redeem the Notes
outstanding on any such date, in whole (but not in part), at par plus accrued interest, as described under "Terms and Conditions of the Notes
Redemption and Purchase Redemption at the Option of the Issuer Pre-Maturity Call Option", (ii) at any time and from time to time redeem all or
any of the Notes prior to the Maturity Date and in accordance with the provisions set out in "Terms and Conditions of the Notes Redemption and
Purchase Redemption at the Option of the Issuer Make Whole Redemption by the Issuer" and (iii) at any time prior to the Maturity Date, redeem
the Notes, in whole (but not in part), at par plus accrued interest, if 80 per cent. of the Notes have been redeemed or purchased and cancelled, in
accordance with the provisions set out in "Terms and Conditions of the Notes Redemption at the Option of the Issuer Clean-Up Call Option".
The Issuer may also, at its option, and in certain circumstances must, redeem all (but not some only) of the Notes at any time at par plus accrued
interest in the event of certain tax changes, as further described in "Terms and Conditions of the Notes Redemption for Taxation Reasons". In
addition, each Noteholder may, at its option, in the event of a Change of Control, request from the Issuer the redemption of some or all of the Notes
held by it at their principal amount plus accrued interest, as further described in "Terms and Conditions of the Notes - Redemption following a
Change of Control".
Unless previously redeemed or purchased and cancelled, the Notes will be redeemed at their principal amount on 28 September 2023.
This Prospectus constitutes a prospectus within the meaning of Article 5.3 the directive 2003/71/EC of the European Parliament and of the Council on
the prospectus to be published when securities are offered to the public or admitted to trading, as amended (the Prospectus Directive). This
Prospectus has been approved by the Autorité des Marchés Financiers (the AMF) in its capacity as competent authority pursuant to Article 212-2 of
its Règlement Général, which implements the Prospectus Directive. Application has been made to admit the Notes to trading on the regulated market
of Euronext in Paris (Euronext Paris). References in this Prospectus to the Notes being "listed" (and all related references) shall mean that the Notes
have been admitted to trading on Euronext Paris. Euronext Paris is a regulated market within the meaning of directive 2004/39/EC of the European
Parliament and of the Council on markets in financial instruments, as amended.
The Notes will be issued in dematerialised bearer form (au porteur). Title to the Notes will be evidenced in accordance with Articles L. 211-3 and
R. 211-1 of the French Code monétaire et financier by book-entries (inscription en compte) in the books of Account Holders. No physical document
of title (including certificats représentatifs pursuant to Article R. 211-7 of the French Code monétaire et financier) will be issued in respect of the
Notes. The Notes will, upon issue, be inscribed in the books of Euroclear France, which shall credit the accounts of the Account Holders, as set out in
"Terms and Conditions of the Notes - Form, Denomination and Title".
The Notes have not been and will not be registered under the U.S. Securities Act of 1933. They may not be offered, sold or delivered in or
within the United States or to, or for the account or benefit of, U.S. person, unless the Notes are registered under the Securities Act of 1933 or
an exemption from the registration requirements of the U.S. Securities Act of 1933 is available.
The Notes have been assigned a rating of BBB- by Standard & Poor's Ratings Services and Baa3 by Moody's Investors Service. The long-term debt
of the Issuer has been assigned a rating of BBB- by Standard & Poor's Ratings Services and Baa3 by Moody's Investors Service. 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. A revision, suspension, reduction or withdrawal of a rating may adversely affect the market price of the Notes.
The credit ratings included or referred to in this Prospectus will be treated for the purposes of Regulation (EC) No 1060/2009 on credit rating
agencies, as amended (the "CRA Regulation"), as having been issued by Standard & Poor's Ratings Services and Moody's Investors Service.
Standard & Poor's Ratings Services and Moody's Investors Service. are established in the European Union and included in the list of credit rating
agencies
registered
under
the
CRA
Regulation,
published
on
the
European
Securities
and
Markets
Authority's
website
(www.esma.europa.eu/page/List-registered-and-certified-CRAs) as of the date of this Prospectus.
An investment in the Notes involves certain risks. Potential investors should review all the information contained or incorporated by
reference in this document and, in particular, the information set out in the section entitled "Risk Factors" before making a decision to invest
in the Notes.
Copies of this Prospectus and the documents incorporated by reference will be published on the website of the Issuer (www.pernod-
ricard.com).

Copies of this Prospectus will be published on the website of the AMF (www.amf-france.org).
In accordance with Articles L. 412-1 and L. 621-8 of the French Code monétaire et financier and with the General Regulations (Règlement général)
of the AMF, in particular Articles 211-1 to 216-1, the AMF has granted to this Prospectus the visa no. 15-500 on 24 September 2015. This
Prospectus has been prepared by the Issuer and its signatories assume responsibility for it. In accordance with Article L. 621-8-1-I of the French
Code monétaire et financier, the visa has been granted following an examination by the AMF of "whether the document is complete and
comprehensible, and whether the information in it is coherent". It does not imply that the AMF has verified the accounting and financial data set out
in it and the appropriateness of the issue of the Notes.
JOINT LEAD MANAGERS AND COORDINATORS
BOFA MERRILL LYNCH
NATIXIS
JOINT LEAD MANAGERS
BARCLAYS
DEUTSCHE BANK
MUFG
SMBC NIKKO

IMPORTANT NOTICES
This Prospectus comprises a prospectus within the meaning of directive 2003/71/EC, as amended (the Prospectus
Directive) and for the purpose of giving information with regard to the Issuer, the Issuer and its consolidated
subsidiaries taken as a whole (the Group) and the Notes which according to the particular nature of the Issuer and
the Notes, 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.
Certain information contained in this Prospectus and/or documents incorporated herein by reference has been
extracted from sources specified in the sections where such information appears. The Issuer confirms that such
information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information
published by the above sources, no facts have been omitted which would render the information reproduced
inaccurate or misleading.
This Prospectus is to be read in conjunction with all documents which are incorporated herein by reference (see
"Documents Incorporated by Reference"). This Prospectus shall be read and construed on the basis that such
documents are incorporated in, and form part of, this Prospectus.
The Joint Lead Managers (as defined under "Subscription and Sale") have not independently verified the
information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made
and no responsibility or liability is accepted by the Joint Lead Managers or any of their affiliates as to the accuracy
or completeness of the information contained or incorporated in this Prospectus or any other information provided
by the Issuer in connection with the issue and sale of the Notes.
In connection with the issue and sale of the Notes, no person is or has been authorised by the Issuer or the Joint
Lead Managers or any of their affiliates to give any information or to make any representation other than those
contained in this Prospectus and if given or made, such information or representation must not be relied upon as
having been authorised by the Issuer or the Joint Lead Managers or any of their affiliates.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall in any circumstances
imply that the information contained herein is correct at any time subsequent to the date hereof. The Joint Lead
Managers do not undertake to review the financial condition or affairs of the Issuer during the life of the Notes or
to advise any investor in the Notes of any information coming to their attention. Investors should review, inter alia,
the documents incorporated by reference into this Prospectus when deciding whether or not to subscribe for or to
purchase any Notes.
Neither this Prospectus nor any other information supplied in connection with the issue and sale of the Notes (a) is
intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by
the Issuer or any of the Joint Lead Managers that any recipient of this Prospectus should purchase any Notes.
Neither this Prospectus nor any other information supplied in connection with the issue and sale of the Notes
constitutes an offer or invitation by or on behalf of the Issuer or any of the Joint Lead Managers to any person to
subscribe for or to purchase any Notes.
In making an investment decision regarding the Notes, prospective investors should rely on their own independent
investigation and appraisal of (a) the Issuer, its business, its financial condition and affairs and (b) the terms of the
offering, including the merits and risks involved. The contents of this Prospectus are not to be construed as legal,
business or tax advice. Each prospective investor should consult its own advisers as to legal, tax, financial, credit
and related aspects of an investment in the Notes. Potential investors should, in particular, read carefully the
section entitled "Risk Factors" set out below before making a decision to invest in the Notes.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction
where, or to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution
of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuer and the
Joint Lead Managers do not represent that this Prospectus may be lawfully distributed, or that any Notes may be
lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or
pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution
or offering. In particular, no action has been taken by the Issuer or the Joint Lead Managers which would permit a
public offering of any Notes or distribution of this Prospectus in any jurisdiction where action for that purpose is
required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Prospectus nor any
advertisement or other offering material may be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with any applicable laws and regulations. Persons into whose
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possession this Prospectus or any Notes may come must inform themselves about, and observe, any such
restrictions on the distribution of this Prospectus and the offering and sale of Notes. In particular, there are
restrictions on the distribution of this Prospectus and the offer or sale of Notes in the United States, the United
Kingdom and France (see "Subscription and Sale").
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
Securities Act). The Notes may not be offered, sold or delivered 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)), unless the Notes are
registered under the Securities Act or an exemption from the registration requirements of the Securities Act is
available.
In this Prospectus, unless otherwise specified or the context requires, references to Euro, EUR and are to the
single currency of the participating member states of the European Economic and Monetary Union.
2

PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE
PROSPECTUS
To the best knowledge of the Issuer (having taken all reasonable measures 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.
In the statutory auditors' report on the consolidated financial statements for the year ended 30 June 2014 included
on page 206 of the AR 2014 (as defined in "Documents Incorporated by Reference"), the statutory auditors made
the following observation without qualifying their opinion:
"Without qualifying our opinion, we draw your attention to the matter set out in Notes 1.1.2 and 8 to the
consolidated financial statements which expose the impact of the first application of JAS 19 amended "Employee
Benefits" from I July 2013"
PERNOD RICARD
12, place des Etats-Unis
75116 Paris France
Duly represented by Alexandre Ricard, Chairman of the Board of Directors and CEO (directeur général)
Dated 24 September 2015
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TABLE OF CONTENTS
Title
Page
PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS ........................3
RISK FACTORS ................................................................................................................................................5
DOCUMENTS INCORPORATED BY REFERENCE.................................................................................10
TERMS AND CONDITIONS OF THE NOTES ...........................................................................................13
USE OF PROCEEDS .......................................................................................................................................26
RECENT DEVELOPMENTS .........................................................................................................................27
TAXATION .......................................................................................................................................................28
SUBSCRIPTION AND SALE .........................................................................................................................31
GENERAL INFORMATION ..........................................................................................................................33
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RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes. All of
these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on
the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated with the
Notes are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the Notes,
but the Issuer may be unable to pay interest, principal or other amounts on or in connection with the Notes for
other reasons and the Issuer does not represent that the statements below regarding the risks of holding the Notes
are exhaustive. Prospective investors should also read the detailed information set out elsewhere in this Prospectus
(including any documents incorporated by reference herein) and reach their own views prior to making any
investment decision.
1. RISK FACTORS RELATING TO THE ISSUER
The risks relating to the Issuer are set out on pages 130 to 139, 182 to 184 and 195 to 199 in the 2014/2015
Document de Référence (as defined in Section "Documents Incorporated by Reference").
2. RISK FACTORS RELATING TO THE NOTES
The Notes may not be a suitable investment for all investors.
Each prospective investor of Notes must determine, based on its own independent review and such professional
advice as it deems appropriate under the circumstances, that its acquisition of the Notes is fully consistent with its
financial needs, objectives and condition, complies and is fully consistent with all investment policies, guidelines
and restrictions applicable to it and is a fit, proper and suitable investment for it, notwithstanding the clear and
substantial risk inherent in investing in or holding the Notes.
Each prospective investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each prospective investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and
risks of investing in the Notes and the information contained or incorporated by reference in this
Prospectus or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its own
financial situation, an investment in the Notes and the impact that any such investment will have on its
overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear the risks of an investment in the Notes,
including any currency exchange risk due to the fact that the prospective investor's currency is not
Euro;
(iv)
understand thoroughly the terms of the Notes and be familiar with the behaviour of the financial
markets and any relevant indices;
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the risks of such
investment; and
(vi)
consult its own advisers as to legal, tax and related aspects of an investment in the Notes.
5

Risks related to the structure of the Notes.
The Notes are subject to early redemption by the Issuer
An early redemption feature of Notes is likely to affect their market value. During any period when the Issuer may
elect or be obliged to redeem Notes in accordance with Condition 6(b) "Terms and Conditions of the Notes -
Redemption for Taxation Reasons" or Condition 6(c) "Terms and Conditions of the Notes Redemption at the
Option of the Issuer", the market value of those Notes generally will not rise substantially above the price at which
they can be redeemed. This may also be true prior to any redemption period.
In respect of Condition 6(c)(iii) of the Terms and Conditions of the Notes, if 80 per cent. or more in initial
aggregate nominal amount of the Notes have been redeemed or purchased and cancelled, the Issuer will have the
option to redeem all of the outstanding Notes at their principal amount plus accrued interest. In particular, there is
no obligation for the Issuer to inform investors if and when this percentage has been reached or is about to be
reached, and the Issuer's right to redeem will exist notwithstanding that immediately prior to the serving of a notice
in respect of the exercise of this option, the Notes may have been trading significantly above par, thus potentially
resulting in a loss of capital invested.
An investor may not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest
rate on the Notes being redeemed and may only be able to do so at a significantly lower rate. Prospective investors
should consider investment risk in light of other investments available at that time.
Interest rate risk on the Notes
Investment in the Notes involves the risk that subsequent changes in market interest rates may adversely affect the
value of the Notes.
The exercise of the Change of Control Put Option in respect of a significant number of Notes may affect the
liquidity of the Notes in respect of which such Put Option is not exercised
Depending on the number of Notes in respect of which the Put Option (as defined in "Terms and Conditions of the
Notes Redemption or Purchase following a Change of Control Event") is exercised in conjunction, if applicable,
with any Notes purchased by the Issuer and cancelled, any trading market of the Notes in respect of which such Put
Option is not exercised may become less liquid or illiquid.
No direct access to subsidiaries' cash flows or assets
The Issuer is a holding company. Investors will not have any direct claims on the cash flows or the assets of the
Issuer's subsidiaries, and such subsidiaries have no obligation, contingent or otherwise, to pay amounts due under
the Notes or to make funds available to the Issuer for these payments.
Risks related to the market generally.
An active trading market for the Notes may not develop
There can be no assurance that an active trading market for the Notes will develop, or, if one does develop, that it
will be maintained. If an active trading market for the Notes does not develop or is not maintained, the liquidity and
the market or trading price of the Notes may be adversely affected.
The trading market for the Notes may be volatile and may be adversely impacted by many events
The secondary market for debt securities is influenced by economic and market conditions and, to varying degrees,
interest rates, currency exchange rates and inflation rates in other European and other industrialised countries. There
can be no assurance that events in France, Europe or elsewhere will not cause market volatility or that such
volatility will not adversely affect the price of the Notes or that economic and market conditions will not have any
other adverse effect.
Exchange rate risks and exchange controls
The Issuer will pay principal and interest on the Notes in Euro. This presents certain risk relating to currency
conversions if an investor's financial activities are denominated principally in a currency unit (the Investor's
Currency) other than the Euro. These include the risk that exchange rate may significantly change (including
changes due to devaluation of the Euro or revaluation of the Investor's Currency) and the risk that authorities with
jurisdiction over the Investor's Currency may impose or modify exchange controls. An appreciation in the value of
the Investor's Currency relative to the Euro would decrease (1) the Investor's Currency-equivalent yield on the
Notes, (2) the Investor's Currency-equivalent value of the principal payable on the Notes and (3) the Investor's
6

Currency-equivalent market value of the Notes.
Government and monetary authorities may impose (as some have done in the past) exchange controls that could
adversely affect an applicable exchange rate, the market price of the Notes or certain investors' right to receive
interest or principal on the Notes.
Risks related to the Notes generally.
Modification and waiver
The Conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting
their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders
who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to a two-third
majority in accordance with Article L. 228-65 II of the French Code de commerce.
No voting rights
The Notes do not give the Noteholders the right to vote at meetings of the shareholders of the Issuer.
No limitation on issuing debt
There is no restriction in the Notes on the amount of debt which the Issuer may incur. Any such further debt may
reduce the amount recoverable by the Noteholders upon liquidation or insolvency of the Issuer.
Credit ratings may not reflect all risks
The credit ratings assigned to the Notes may not reflect the potential impact of all risks related to the structure,
market or other factors that may affect the value of the Notes.
Change of law
The Conditions of the Notes are based on the laws of France in effect as at the date of this Prospectus. No assurance
can be given as to the impact of any possible judicial decision or change to the laws of France or administrative
practice after the date of this Prospectus.
Potential Conflicts of Interest
Certain of the Joint Lead Managers (as defined under "Subscription and Sale" below) and their affiliates have
engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and
may perform services for, the Issuer and its affiliates in the ordinary course of business. In addition, in the ordinary
course of their business activities, the Joint Lead Managers and their affiliates may make or hold a broad array of
investments and actively trade debt and equity securities (or related derivative securities) and financial instruments
(including bank loans) for their own account and for the accounts of their customers. Such investments and
securities activities may involve securities and/or instruments of the Issuer or Issuer's affiliates. Certain of the Joint
Lead Managers or their affiliates that have a lending relationship with the Issuer routinely hedge their credit
exposure to the Issuer consistent with their customary risk management policies. Typically, such Joint Lead
Managers and their affiliates would hedge such exposure by entering into transactions which consist of either the
purchase of credit default swaps or the creation of short positions in securities, including potentially the Notes. Any
such short positions could adversely affect future trading prices of the Notes. The Joint Lead Managers and their
affiliates may also make investment recommendations and/or publish or express independent research views in
respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long
and/or short positions in such securities and instruments.
Taxation
Prospective purchasers and sellers of the Notes 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 Notes are
transferred or other jurisdictions, or in accordance with any applicable double tax treaty. Prospective 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, sale and redemption of the Notes. Only these advisors
are in a position to duly consider the specific situation of the prospective investor. This paragraph has to be read in
conjunction with the taxation section of this Prospectus.
EU Savings Directive
On 3 June 2003, the European Council of Economics and Finance Ministers adopted a directive 2003/48/EC
regarding the taxation of savings income in the form of interest payments (the Savings Directive). The Savings
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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
their jurisdiction to an individual resident in that other Member State, or to certain limited types of entities
established in that other Member State. However, for a transitional period, Austria will instead withhold an amount
on interest payments unless the relevant beneficial owner of such payment elects otherwise and authorizes the
paying agent to disclose the above information (see "Taxation EU Directive on the Taxation of Savings Income").
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 Note as a result of the
imposition of such withholding tax. If a withholding tax is imposed on a payment made by a paying agent, the
Issuer will be required to maintain a paying agent in a Member State that will not be obliged to withhold or deduct
tax pursuant to the Savings Directive.
On 24 March 2014, the Council of the European Union adopted a directive amending the Savings Directive (the
Amending Directive), which, when implemented, will amend and broaden the scope of the requirements described
above. In particular, the Amending Directive will broaden the categories of entities required to provide information
and/or withhold tax pursuant to the Savings Directive, and will require additional steps to be taken in certain
circumstances to identify the beneficial owner of interest and other similar income payments, through a "look-
through" approach. Member States have until 1 January 2016 to adopt the national legislation necessary to comply
with the Amending Directive, which legislation must apply from 1 January 2017.
However, the European Commission has proposed the repeal of the Savings Directive from 1 January 2017 in the
case of Austria, and from 1 January 2016 in the case of all other Member States (subject to on-going requirements
to fulfil administrative obligations, such as the reporting and exchange of information relating to, and accounting
for withholding taxes on, payments made before those dates). This is to prevent overlap between the Savings
Directive and a new automatic exchange of information regime to be implemented under Council Directive
2011/16/EU on Administrative Cooperation in the field of Taxation (as amended by Council Directive
2014/107/EU). The proposal also provides that, if it proceeds, Member States will not be required to apply the new
requirements of the Amending Directive. The latest draft of the text of the Council directive repealing the Savings
Directive was published on the public register of Council Documents on 7 May 2015.
Investors should inform themselves of, and where appropriate take advice on, the impact of the Savings Directive
and the Amending Directive on their investment.
The proposed financial transaction tax (FTT)
On 14 February 2013, the European Commission has published a proposal for a directive for a common FTT in
Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the
participating Member States).
The proposed FTT has very broad scope and could, if introduced in its current form, apply to certain dealings in the
Notes (including secondary market transactions) in certain circumstances.
Under the 14 February 2013 proposal the FTT could apply in certain circumstances to persons both within and
outside of the participating Member States. Generally, it would apply to certain dealings in the Notes where at least
one party is a financial institution, and at least one party is established in a participating Member State. A financial
institution may be, or be deemed to be, "established" in a participating Member State in a broad range of
circumstances, including (a) by transacting with a person established in a participating Member State or (b) where
the financial instrument which is subject to the dealings is issued in a participating Member State.
The FTT proposal remains subject to negotiation between the participating Member States and is the subject of
legal challenge. It may therefore be altered prior to any implementation, the timing of which remains unclear.
Additional EU Member States may decide to participate.
Joint statements issued by several participating Member States indicate an intention to implement the FTT by
January 2016. However, based on a recent communication by the EU Commissioner for Economic and Financial
Affairs, Taxation and Customs, this deadline is unlikely to be met.
Prospective holders of the Notes are advised to seek their own professional advice in relation to the FTT.
French insolvency law
Under French insolvency law, holders of debt securities are automatically grouped into a single assembly of holders
8