Obligation IliadCorp 2.125% ( FR0013065372 ) en EUR

IliadCorp

100 % ▼

France

FR0013065372 ( en EUR )

2.125% par an ( paiement annuel )

04/12/2022 - Obligation échue

Prospectus brochure de l'obligation Iliad S.A FR0013065372 en EUR 2.125%, échue

100 000 EUR

650 000 000 EUR

Iliad S.A. est une société française de télécommunications offrant des services de téléphonie mobile et d'accès internet fixe, principalement sous les marques Free Mobile et Free.

Le titre de dette de type obligation, émis par le groupe français Iliad S.A., acteur majeur du secteur des télécommunications connu notamment pour sa marque Free, et identifié par le code d'identification international (ISIN) FR0013065372, était un instrument financier libellé en EUR qui offrait un taux d'intérêt fixe de 2.125%, payable annuellement, et dont l'émission totale représentait un montant de 650 000 000 EUR, avec une taille minimale d'achat de 100 000 EUR, ciblant ainsi des investisseurs institutionnels ou qualifiés; ayant été coté à 100% de sa valeur sur le marché avant son échéance, ce titre de dette, émis sous la juridiction française, est arrivé à maturité le 4 décembre 2022 et a depuis été intégralement remboursé, marquant la conclusion de son cycle de vie financier.

Prospectus dated 1 December 2015
Iliad
(a société anonyme incorporated in France)
650,000,000 2.125 per cent. Bonds due 5 December 2022
Issue Price: 98.981 per cent.
This prospectus constitutes a prospectus (the "Prospectus") for the purposes of Article 5.3 of Directive 2003/71/EC, as amended
(the "Prospectus Directive") and the relevant implementing measures in the Grand Duchy of Luxembourg.
The 650,000,000 2.125 per cent. Bonds due 5 December 2022 (the "Bonds") of Iliad (the "Issuer") will be issued outside the
Republic of France for the purpose of Article L.228-90 of the French Code de commerce and will mature on 5 December 2022.
Interest on the Bonds will accrue at the rate of 2.125 per cent. per annum from 3 December 2015 (the "Issue Date") and will be
payable in Euro annually in arrear on 5 December in each year, commencing on 5 December 2016. There will be a long first
coupon in respect of the period, from and including, the Issue Date up to, but excluding, 5 December 2016. Payments of principal
and interest on the Bonds will be made without deduction for or on account of taxes of the Republic of France (See "Terms and
Conditions of the Bonds Taxation").
Unless previously redeemed or purchased and cancelled, the Bonds may not be redeemed prior to 5 December 2022. The Bonds
may, and in certain circumstances shall, 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").
The Issuer will have the option (i) at any time to redeem all (but not some only) of the Bonds at the amount determined in
accordance with Condition 4(c), all as defined and more fully described in "Terms and Conditions of the Bonds Redemption and
Purchase Redemption at the option of the Issuer" and (ii) at any time as from 5 September 2022 to redeem all (but not some
only) of the Bonds at par together with interest accrued to, but excluding, the date fixed for redemption, in accordance with
Condition 4(e), all as defined and more fully described in "Terms and Conditions of the Bonds Residual Maturity Call Option".
If a Change of Control occurs, each holder of Bonds (each, a "Bondholder") will have the option to require the Issuer to redeem or
repurchase all or part of the Bonds held by such Bondholder on the Optional Redemption Date at their principal amount together
with interest accrued up to but excluding such date of redemption or repurchase, all as defined and more fully described in "Terms
and Conditions of the Bonds Redemption and Purchase Redemption at the option of Bondholders following a Change of
Control". If 90 per cent. or more in principal amount of the Bonds have been redeemed pursuant to such option, the Issuer will
have the option to redeem all (but not some only) of the remaining Bonds at their principal amount together with accrued interest,
all as defined and more fully described in "Terms and Conditions of the Bonds Redemption and Purchase Redemption at the
option of Bondholders following a Change of Control".
The Bonds will, upon issue on 3 December 2015, 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 Euroclear Bank S.A./N.V. ("Euroclear") and the depositary bank for Clearstream Banking, société anonyme
("Clearstream, Luxembourg").
The Bonds will be in dematerialised bearer form in the denomination of 100,000. The Bonds will at all times be represented in
book-entry form (dématérialisé) in the books of the Account Holders in compliance with Articles 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.
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent
authority under the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities, as amended (the "Luxembourg
Prospectus Act"), for the approval of this Prospectus as a prospectus for the purposes of the Prospectus Directive. Application has
also been made to the Luxembourg Stock Exchange for the Bonds to be listed on the official list of the Luxembourg Stock
Exchange (the "Official List") and admitted to trading on the Luxembourg Stock Exchange's regulated market. The Luxembourg
Stock Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and
of the Council on markets in financial instruments, as amended. Pursuant to Article 7(7) of the Luxembourg Prospectus Act, by
approving this Prospectus, the CSSF gives no undertaking as to the economic and financial soundness of the Bonds to be issued
hereunder and the quality or solvency of the Issuer.
Prospective investors should have regard to the factors described in the section headed "Risk Factors" in this Prospectus.

Global Coordinators and Joint Lead Managers
BNP PARIBAS
HSBC
ING
Société Générale Corporate & Investment Banking
Joint Lead Managers
Barclays
Crédit Agricole CIB
Helaba
NATIXIS
SMBC Nikko

This Prospectus has been prepared for the purpose of giving information with regard to the Issuer, the
Issuer and its consolidated subsidiaries (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.
This Prospectus is to be read in conjunction with all the documents which are incorporated herein by
reference.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Managers (as defined in "Subscription and Sale" below) to subscribe or purchase, any of the Bonds. 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 and the Managers 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"). Subject to
certain exceptions, the Bonds may not be offered or sold within the United States (as defined in
Regulation S under the Securities Act ("Regulation S")). For a description of certain restrictions on offers
and sales of Bonds and on distribution of this Prospectus, see "Subscription and Sale".
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 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 or the Group 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 or the Group 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.
To the extent permitted by law, none of the Managers accepts any responsibility whatsoever for the content
of this Prospectus or for any other statement in connection with the Issuer or the Group.
The Managers have not separately verified the information contained or incorporated by reference in this
Prospectus in connection with the Issuer or the Group. None of the Managers makes any representation,
express or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the
information in or incorporated by reference in this Prospectus in connection with the Issuer or the Group.
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 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 Managers undertakes to review the financial condition or affairs of the Issuer or the Group during
the life of the arrangements contemplated by this Prospectus nor to advise any investor or potential
investor in the Bonds of any information coming to the attention of any of the Managers.
See "Risk Factors" below for certain information relevant to an investment in the Bonds.
In this Prospectus, unless otherwise specified, references to a "Member State" are references to a Member
State of the European Economic Area, references to "EUR", "Euro", "euro" or "" are to the single
currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to
the Treaty establishing the European Community, as amended.
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In connection with the issue of the Bonds, Société Générale (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 will
undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate
public disclosure of the 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 and 60 days after the date of the
allotment of the Bonds. Any stabilisation action or over-allotment must be conducted by the relevant
Stabilising Manager in accordance with all applicable laws and regulations.
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain statements that are forward-looking including statements with respect to
the Issuer's and the Group's business strategies, expansion and growth of operations, trends in the
business, competitive advantage, and technological and regulatory changes, information on exchange rate
risk and generally includes all statements preceded by, followed by or that include the words "believe",
"expect", "project", "anticipate", "seek", "estimate" or similar expressions. Such forward-looking
statements are not guarantees of future performance and involve risks and uncertainties, and actual results
may differ materially from those in the forward-looking statements as a result of various factors. Potential
investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of
the date hereof.
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TABLE OF CONTENTS
Page
RISK FACTORS.................................................................................................................................... 4
DOCUMENTS INCORPORATED BY REFERENCE ......................................................................... 9
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS .............. 12
TERMS AND CONDITIONS OF THE BONDS ................................................................................ 13
USE OF PROCEEDS........................................................................................................................... 24
RECENT DEVELOPMENTS.............................................................................................................. 25
TAXATION.......................................................................................................................................... 38
SUBSCRIPTION AND SALE............................................................................................................. 42
GENERAL INFORMATION............................................................................................................... 44
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RISK FACTORS
The following are 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. This description is not intended to be exhaustive and prospective investors should make their
own independent evaluations of all risk factors and should also read the detailed information set out
elsewhere in this Prospectus.
The terms defined in "Terms and Conditions of the Bonds" shall have the same meaning where used
below.
1. Risks related to the Issuer
See "Documents incorporated by reference" in this Prospectus.
2. Risks related to the Bonds
The Bonds may not be a suitable investment for all investors
Each potential investor in the Bonds must determine the suitability of that investment in light of its
own circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the
merits and risks of investing in the Bonds 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
particular financial situation, an investment in the Bonds and the impact the Bonds will have
on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Bonds, including where the currency for principal or interest payments is different from the
potential investor's currency;
(iv)
understand thoroughly the terms of the Bonds and be familiar with the behaviour of financial
markets; and
(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 applicable risks.
Risks related to the market generally
Set out below is a brief description of the principal market risks, including liquidity risk, exchange
rate risk and interest rate risk:
The secondary market generally
The Bonds may have no established trading market when issued, and one may never develop. If a
market does develop, it may not be very liquid. Therefore, investors may not be able to sell their
Bonds in the secondary market in which case the market or trading price and liquidity may be
adversely affected or at prices that will provide them with a yield comparable to similar investments
that have a developed secondary market.
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Exchange rate risks and exchange controls
The Issuer will pay principal and interest on the Bonds in Euro. This presents certain risks relating to
currency conversions if an investor's financial activities are denominated principally in a currency or
currency unit (the "Investor's Currency") other than Euro. These include the risk that exchange rates
may change significantly (including changes due to devaluation of 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 (i) the Investor's Currency-equivalent yield on the Bonds, (ii) the
Investor's Currency-equivalent value of the principal payable on the Bonds and (iii) the Investor's
Currency-equivalent market value of the Bonds.
Government and monetary authorities may impose (as some have done in the past) exchange controls
that could adversely affect an applicable exchange rate. As a result, investors may receive less interest
or principal than expected, or no interest or principal.
Interest rate risks
Investment in the Bonds involves the risk that subsequent changes in market 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 payable in respect of any
Bonds due to any withholding as provided in Condition 4(b), the Issuer may redeem all outstanding
Bonds in accordance with such Terms and Conditions.
In addition, the Issuer has the option to redeem all (but not some only) of the Bonds as provided in
Conditions 4(c) and 4(e). If the market interest rates decrease, the risk to Bondholders that the Issuer
will exercise its right of early redemption increases. As a consequence, the yields received upon such
early redemption may be lower than expected, and the redeemed face amount of the Bonds may be
lower than the purchase price paid for such Bonds by the Bondholder where the purchase price was
above par. Therefore, part of the capital invested by the Bondholder may be lost, so that the
Bondholder in such case would not receive the total amount of the capital invested. However, the
redeemed face amount of the Bonds may not be below par. In addition, 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 such redeemed Bonds.
Furthermore, if 90 per cent. or more in principal amount of the Bonds have been redeemed pursuant to
the put option referred to below, the Issuer will have the option to redeem all of the remaining Bonds
at their principal amount together with accrued interest as provided in Condition 4(d).
In the event the Issuer redeems the Bonds as provided in Condition 4, an investor generally would not
be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on
the Bonds being redeemed and may only be able to do so at a significantly lower rate. Potential
investors should consider reinvestment risk in light of other investments available at that 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 4(d) is
exercised, any trading market in respect of those Bonds in respect of which such put option is not
exercised may become illiquid.
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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.
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, holders of debt securities are automatically grouped into a single
assembly of holders (the "Assembly") in order to defend their common interests if a safeguard
procedure (procédure de sauvegarde), an accelerated safeguard procedure (procédure de sauvegarde
accélérée), an accelerated financial safeguard procedure (procédure de sauvegarde financière
accélérée) 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 plan (projet de plan de sauvegarde), proposed accelerated safeguard plan (projet
de plan de sauvegarde accélérée), proposed accelerated financial safeguard plan (projet de plan de
sauvegarde financière accélérée) or proposed 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.
For the avoidance of doubt, the provisions relating to the Masse described in "Terms and Conditions
of the Bonds Representation of the Bondholders" will not be applicable in these circumstances.
The procedures, as described above or as they will or may be amended, could have an adverse impact
on the Bondholders seeking repayment in the event that the Issuer or its subsidiaries were to become
insolvent.
Potential conflict of interest
Certain of the Managers (as defined in "Subscription and Sale" below) and their affiliates have
engaged, and may in the future engage, in investment banking and/or commercial banking
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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 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 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 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 Bonds. Any such short positions could adversely affect future trading prices of the Bonds. The
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
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 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 each potential investor. This investment consideration has to be read in connection with the taxation
sections of this Prospectus.
Each prospective investor should consult its own advisers as to legal, tax and related aspects of an
investment in the Bonds.
A Bondholder's effective yield on the Bonds may be diminished by the tax impact on that Bondholder
of its investment in the Bonds.
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 their jurisdiction to, or for the benefit of, an individual
resident in that other Member State or certain limited types of entities established in that other
Member State, except that, for a transitional period, Austria instead withholds an amount on interest
payments unless the relevant beneficial owner of such payment elects otherwise. The rate of this
withholding tax is currently 35 per cent.
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. If a withholding tax is
imposed on payments made by a paying agent under the Directive, 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 Directive.
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On 24 March 2014, the Council of the European Union adopted a directive amending the Directive
(the "Amending Directive") amending and broadening the scope of the requirement described above.
In particular, additional steps may have been required in certain circumstances to identify the
beneficial owner of interest payments (through a look through approach). The Member States had
until 1 January 2016 to adopt the national legislation necessary to comply with the Amending
Directive and were required to apply these new requirements from 1 January 2017.
However, on 10 November 2015 the Council of the European Union adopted a directive which repeals
the Directive with effect 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 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 adopted directive also notes that Member States will not be required to apply the new
requirements of the Amending Directive.
Investors should inform themselves of, and where appropriate, take advice on, the impact of the
Directive on their investment. See also "Taxation EU Directive on the Taxation of Savings Income".
The proposed financial transactions tax
On 14 February 2013, the European Commission published a proposal (the "Commission's
Proposal") for a Directive for a common financial transactions tax ("FTT") in Belgium, Germany,
Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the "participating
Member States").
The Commission's Proposal has very broad scope and could, if introduced, apply to certain dealings in
the Bonds (including secondary market transactions) in certain circumstances.
Under the Commission's 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 Bonds 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.
Joint statements issued by participating Member States indicate an intention to implement the FTT by
1 January 2016.
However, the FTT proposal remains subject to negotiation between the participating Member States
and the scope of any such tax is uncertain. Additional EU Member States may decide to participate.
Prospective holders of the Bonds are advised to seek their own professional advice in relation to the
FTT.
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Document Outline

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