Obligation IliadCorp 1.5% ( FR0013287273 ) en EUR

IliadCorp

100 % ▲

France

FR0013287273 ( en EUR )

1.5% par an ( paiement annuel )

13/10/2024 - Obligation échue

Prospectus brochure de l'obligation Iliad S.A FR0013287273 en EUR 1.5%, 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.

L'Obligation émise par IliadCorp ( France ) , en EUR, avec le code ISIN FR0013287273, paye un coupon de 1.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 13/10/2024

Prospectus dated 10 October 2017

Iliad
(a société anonyme incorporated in France)
650,000,000 1.500 per cent. Bonds due 14 October 2024
Issue Price: 99.211 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 1.500 per cent. Bonds due 14 October 2024 (the "Bonds") of Iliad (the "Issuer") will mature on 14 October 2024.
Interest on the Bonds will accrue at the rate of 1.500 per cent. per annum from 12 October 2017 (the "Issue Date") and will be payable in Euro
annually in arrear on in each year, commencing on 14 October 2018, provided that there will be a long first coupon for the period from and
including the Issue Date to, but excluding, 14 October 2018. 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 14 October 2024. 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", (ii) at any time as from 14 July 2024 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" and (iii) if 80 per cent. or more in principal amount of the Bonds have been
redeemed or purchased and cancelled, to redeem all (but not some only) of the remaining Bonds at their principal amount together with accrued
interest in accordance with Condition 4(f), all as defined and more fully described in "Terms and Conditions of the Bonds Redemption and
Purchase Clean up 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".
The Bonds will, upon issue on 12 October 2017, 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, S.A. ("Clearstream").
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. By
approving this Prospectus, pursuant to Article 7(7) of the Luxembourg Prospectus Act, 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
Crédit Agricole CIB
Société Générale Corporate & Investment Banking

Joint Lead Managers
Barclays
BNP PARIBAS
CM-CIC Market Solutions
HELABA
HSBC
ING
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 or to, or for the account
of, U.S. persons (all 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, stabilisation may not necessarily occur. 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 cease 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 .......................................................................................................................................... 26
SUBSCRIPTION AND SALE ............................................................................................................. 29
GENERAL INFORMATION ............................................................................................................... 31

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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. 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 (including any
information incorporated by reference therein).
The terms defined in "Terms and Conditions of the Bonds" shall have the same meaning where used
below.
1. Risks related to the Issuer
Risk factors relating to the Issuer and the Group are set out in pages 11 to 21 of the 2016 Registration
Document (as defined in "Documents incorporated by reference").
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;
(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; and
(vi)
consult their legal advisers in relation to possible legal, tax, accounting, regulatory and
related aspects of any investment in the Bonds.
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
An investment in the Bonds should be considered primarily with a view to holding them until their
maturity. 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
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be adversely affected or at prices that will provide them with a yield comparable to similar
investments that have a developed secondary market.
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
The Bonds bear interest at a fixed rate. 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
The Issuer reserves the right to purchase Bonds in the open market or otherwise at any price in
accordance with applicable regulations. Such transactions shall have no impact on the normal
repayment schedule of outstanding Bonds, but they decrease the yield of the Bonds so purchased and
then redeemed by the Issuer prior to their stated maturity and potentially reduce the liquidity of the
Bonds.
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) 4(e) and 4(f). 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.
If 80 per cent. or more in principal amount of the Bonds have been redeemed or purchased and
cancelled by the Issuer 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(f). 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 Bonds may have been trading
significantly above par, thus potentially resulting in a loss of capital invested.
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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 change of control 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 change of control 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.
Market value of the Bonds
The market value of the Bonds will be affected by the creditworthiness of the Issuer and by a number
of additional factors related to economic and market conditions, including, but not limited to,
volatility of the market, interest rates, currency exchange rates and inflation rates and the time
remaining to the maturity date.
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. There can be no assurance that events in France, in
Europe or elsewhere will not cause market volatility or that such volatility will not adversely affect
the price of the Bonds or that economic and market conditions will not have any other adverse effect.
Modification and waivers
The Terms and Conditions of the Bonds contain provisions for calling meetings of Bondholders or
consulting Bondholders in writing to consider matters affecting their interests generally. These
provisions permit defined majorities to bind all Bondholders including Bondholders who did not
express a vote and Bondholders who voted in a manner contrary to the majority.
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
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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 casting a vote at such Assembly). 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 to the extent they are not in
compliance with compulsory insolvency law provisions that apply 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
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 or other entities of the Group routinely
hedge their credit exposure to the Issuer or, as the case may be, such other entities of the Group
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
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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.
The proposed financial transactions tax ("FTT")
On 14 February 2013, the European Commission published a proposal (the "Commission's
Proposal") for a Directive for a common FTT in Austria, Belgium, Estonia, France, Germany, Greece,
Italy, Portugal, Slovakia, Slovenia and Spain (the "Participating Member States"). However, Estonia
has since stated that it will not participate.
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.
However, the Commission's Proposal remains subject to negotiation between the Participating
Member States (excluding Estonia) and its scope is uncertain. It may therefore be altered prior to any
implementation, the timing of which remains unclear. Additional EU Member States may decide to
participate.
If the FTT or any similar tax were adopted, transactions in the Bonds could be subject to higher costs,
and the liquidity of the market for the Bonds may be diminished. The Issuer or any Paying Agent will
in any case not be required to pay or indemnify the Bondholders for any cost incurred as the case may
be in respect of the FTT.
Prospective holders of the Bonds are advised to seek their own professional advice in relation to the
FTT.

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