Obligation Pernod-Ricard SA 1.5% ( FR0013172939 ) en EUR

Pernod-Ricard SA

100 % ⇌

France

FR0013172939 ( en EUR )

1.5% par an ( paiement annuel )

18/05/2026

Prospectus brochure de l'obligation Pernod-Ricard S.A FR0013172939 en EUR 1.5%, échéance 18/05/2026

18/05/2026 ( Dans 289 jours )

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 FR0013172939, paye un coupon de 1.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 18/05/2026

PROSPECTUS DATED 12 MAY 2016

(a société anonyme established with limited liability in the Republic of France)

600,000,000 1.50 per cent. Notes due May 2026
Issue Price: 99.871 per cent.

The 600,000,000 aggregate principal amount of 1.50 per cent. Notes due May 2026 (the Notes) of Pernod Ricard S.A. (the Issuer) will be issued
outside the Republic of France on 17 May 2016 (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) 18 May 2026 (the Maturity Date) at a
fixed rate of 1.50 per cent. per annum payable annually in arrears on 18 May in each year and commencing on 18 May 2017, as further described in
"Terms and Conditions of the Notes Interest". There will be a long first coupon in respect of the first interest period, from, and including, 17 May
2016 up to, but excluding, 18 May 2017.
The Issuer may, at its option, (i) from and including 18 February 2026 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 18 May 2026.
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- (with stable outlook) by Standard & Poor's Ratings Services and Baa3 (with positive outlook) 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. 16-169 on 12 May 2016. 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 GLOBAL COORDINATORS
BNP PARIBAS
CRÉDIT AGRICOLE CIB

JOINT LEAD MANAGERS
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
CM-CIC MARKET SOLUTIONS
HSBC
LLOYDS BANK
RABOBANK
SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING

TABLE OF CONTENTS
Title

Page

RISK FACTORS ................................................................................................................................................ 2
IMPORTANT NOTICES ................................................................................................................................... 7
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................... 9
TERMS AND CONDITIONS OF THE NOTES ........................................................................................... 13
USE OF PROCEEDS ....................................................................................................................................... 25
RECENT DEVELOPMENTS ......................................................................................................................... 26
TAXATION ....................................................................................................................................................... 32
SUBSCRIPTION AND SALE ......................................................................................................................... 34
GENERAL INFORMATION .......................................................................................................................... 36
PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS ...................... 39

1

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 196 to 199 in the 2014/2015
Document de Référence (as defined in Section "Documents Incorporated by Reference") and include the following:
Risks in connection with business activity (including risks relating to the global economic environment,
-
seasonal trends, competition, further consolidation in the Wines & Spirits segment, retailers in general,
the Group's geographic footprint, changes in consumer tastes and preferences, the Group's industrial
sites, raw materials and energy prices, acquisitions, the Group's image and reputation, personnel, a
breakdown of the Group's information technology systems, the Group's indebtedness, the Group's
pension plans, intellectual property, change in the regulatory environment and litigation);
Industrial and environmental risks (including, as major risks identified, fire hazard, risk of accidental
-
spillage, natural disasters, risks relating to climate change and other environmental aspects and risks for
consumers);
Liquidity risk; and
-
Market risks (including liquidity, currency and interest rate risks).
-

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;
2

(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.

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. As a consequence, the yields received upon redemption may be lower than expected. 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.
In addition, a partial redemption of a the Notes may also adversely affect liquidity for the remaining outstanding
Notes.

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.
3

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
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. General Meetings may
deliberate on proposals relating to the modification of the Conditions of the Notes subject to the limitation provided
by French law.
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 and/or the Issuer 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.
Credit Risk
An investment in the Notes involves taking credit risk on the Issuer. If the financial situation of the Issuer
deteriorates, it may not be able to fulfil all or part of its payment obligations under the Notes, and investors may
lose all or part of their investment.
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
4

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, holding, 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.
The proposed financial transaction tax (FTT)
On 14 February 2013, the European Commission adopted a proposal (the Commission's Proposal) for a directive
for a common financial transaction tax (the FTT) in Austria, Belgium, Estonia, France, Germany, Greece, Italy,
Portugal, Slovenia, Slovakia and Spain) (the Participating Member States).
The Commission's Proposal has a very broad scope and could, if introduced, apply to certain transactions relating to
the Notes (including secondary market transactions) in certain circumstances. Holders of Notes may therefore be
exposed to increased transaction costs.
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 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.
On 8 December 2015, 10 of the Participating Member States issued a statement indicating an agreement on certain
features of the FTT. Since then, Estonia officially announced its withdrawal from the negotiations.
The FTT proposal remains subject to negotiation between the participating Member States and may therefore be
altered prior to any implementation, the timing of which remains unclear. Member States may join or leave the
Participating Member States at later stages.
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
(the Assembly) in order to defend their common interests if a safeguard (procédure de sauvegarde or procédure de
sauvegarde accélérée or 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 Notes), whether or not under a debt issuance
programme (EMTN) and regardless of their governing law. The Assembly deliberates on the proposed safeguard
(projet de plan de sauvegarde or projet de plan de sauvegarde accélérée or projet de plan de sauvegarde financière
accélérée) 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 Noteholders) 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 Noteholders) as appropriate under
the circumstances; and/or
- decide to convert debt securities (including the Notes) into securities that give or may give right to share capital.
5

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 Representation of the Noteholders described in this
Prospectus will not be applicable to the extent they are not in compliance with compulsory insolvency law
provisions that apply in these circumstances.

6

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
7

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.
8