Obligation Ochan 0% ( FR0013313269 ) en EUR

Ochan

100 % ▼

France

FR0013313269 ( en EUR )

03/02/2020 - Obligation échue

Prospectus brochure de l'obligation Auchan FR0013313269 en EUR 0%, échue

100 000 EUR

350 000 000 EUR

Auchan est une multinationale française de grande distribution, opérant dans l'hypermarché, la supermarché, le drive et le e-commerce.

L'Obligation émise par Ochan ( France ) , en EUR, avec le code ISIN FR0013313269, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 03/02/2020

Base Prospectus dated 2 June 2017

8,600,000,000
Euro Medium Term Note Programme

Under the 8,600,000,000 Euro Medium Term Note Programme (the "Programme") described in this Base Prospectus (as defined below),
Auchan Holding ("Auchan Holding" or an "Issuer") and Oney Bank (formerly Banque Accord S.A.) ("Oney Bank" or an "Issuer" and, together
with Auchan Holding, the "Issuers"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro
Medium Term Notes (the "Notes"). The aggregate nominal amount of Notes outstanding under this Programme will not at any time exceed
8,600,000,000 (or the equivalent in any other currency).
For the avoidance of doubt, any Notes issued under the Programme on or after the date of this Base Prospectus are issued subject to the
provisions described herein. This does not affect any Notes already issued.
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in Luxembourg for approval of this Base
Prospectus, in its capacity as competent authority pursuant to Article 7 of the loi relative aux prospectus pour valeurs mobilières dated
10 July 2005, as amended (the "Luxembourg Law") which implements the Prospectus Directive. The expression "Prospectus Directive" means
the Directive 2003/71/EC of the European Parliament and of the Council dated 4 November 2003, as amended and includes any relevant
implementing measure in each relevant Member State of the European Economic Area ("EEA"). In line with the provisions of Article 7(7) of the
Luxembourg Law, the CSSF assumes no responsibility as to the economic and financial soundness of the transaction and the quality or solvency
of the Issuers.
Application may be made (i) to the Luxembourg Stock Exchange during a period of twelve (12) months after the date of this Base Prospectus for
Notes issued under the Programme to be listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the regulated
market of the Luxembourg Stock Exchange and/or (ii) to the competent authority of any other Member State of the EEA for Notes issued under the
Programme to be listed and admitted to trading on a Regulated Market (as defined below) in such Member State. The regulated market of the
Luxembourg Stock Exchange is a regulated market for the purposes of the Market in Financial Instruments Directive 2004/39/EC of the European
Parliament and of the Council dated 21 April 2004, as amended, appearing on the list of regulated markets issued by the European Securities and
Markets Authority (each, a "Regulated Market"). However, Notes which are neither listed nor admitted to trading on any Regulated Market may
also be issued pursuant to the Programme. The relevant final terms (the substantial form of which is contained herein) in respect of the issue of
any Notes (the "Final Terms") will specify whether or not such Notes will be listed and admitted to trading on any Regulated Market, and, if so, the
relevant Regulated Market in the EEA.
Notes may be issued either in dematerialised form ("Dematerialised Notes") or in materialised form ("Materialised Notes"), as more fully
described herein.
Dematerialised Notes will at all times be in book entry form in compliance with Article L.211-3 et seq. of the French Code monétaire et financier.
No physical documents of title will be issued in respect of the Dematerialised Notes. Dematerialised Notes may, at the option of the relevant
Issuer, be in bearer form (au porteur) inscribed as from the issue date in the books of Euroclear France ("Euroclear France") (acting as central
depositary) which shall credit the accounts of Account Holders (as defined in "Terms and Conditions of the Notes Form, Denomination(s), Title
and Method of Issue") including Euroclear Bank S.A./N.V. ("Euroclear") and the depositary bank for Clearstream Banking, société anonyme
("Clearstream, Luxembourg") or in registered form (au nominatif) and, in such latter case, at the option of the relevant Noteholder (as defined
in "Terms and Conditions of the Notes Form, Denomination(s), Title and Method of Issue"), in either fully registered form (au nominatif pur), in
which case they will be inscribed in an account maintained by the relevant Issuer or by the registration agent (designated in the relevant Final
Terms) for the relevant Issuer, or in administered registered form (au nominatif administré) in which case they will be inscribed in the accounts of
the Account Holders designated by the relevant Noteholders.
Materialised Notes will be in bearer form (au porteur) only and may only be issued outside France. A temporary global certificate in bearer form
without interest coupons attached (a "Temporary Global Certificate") will initially be issued in connection with Materialised Notes. Such
Temporary Global Certificate will be subsequently exchanged for definitive Materialised Notes with, where applicable, coupons for interest or
talons attached on or after a date expected to be on or about the 40th calendar day after the issue date of the Notes (subject to postponement as
described in "Temporary Global Certificates issued in respect of Materialised Notes") upon certification as to non-U.S. beneficial ownership as
more fully described herein. Temporary Global Certificates will (a) in the case of a Tranche (as defined in "Terms and Conditions of the Notes -
Form, Denomination(s), Title and Method of Issue") intended to be cleared through Euroclear and/or Clearstream, Luxembourg, be deposited on
the issue date with a common depositary on behalf of Euroclear and/or Clearstream, Luxembourg or (b) in the case of a Tranche intended to be
cleared through a clearing system other than or in addition to Euroclear and/or Clearstream, Luxembourg or delivered outside a clearing system,
be deposited as agreed between the Issuer and the relevant Dealer (as defined below).
Each of Auchan Holding and Oney Bank is rated BBB+ with stable outlook by Standard & Poor's Credit Market Services France S.A.S. ("Standard
& Poor's"). As of the date of this Base Prospectus, Standard & Poor's is a credit rating agency established in the European Union, registered
under Regulation (EC) No. 1060/2009 of the European Parliament and of the Council dated 16 September 2009 on credit rating agencies, as
amended (the "CRA Regulation") and included in the list of registered credit rating agencies published on the website of the European Securities
and Markets Authority (http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. Notes issued
under the Programme may be rated or unrated. The rating, if any, will be specified in the relevant Final Terms. A rating is not a recommendation to
buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency without notice.
See "Risk factors" below for certain information relevant to an investment in the Notes to be issued under the Programme.
ARRANGER
NATIXIS
PERMANENT DEALERS
BANCA IMI
BNP PARIBAS
CITIGROUP
CM-CIC MARKET SOLUTIONS
CRÉDIT AGRICOLE CIB
DEUTSCHE BANK
HSBC
ING
NATIXIS
NATWEST MARKETS
SANTANDER GLOBAL CORPORATE BANKING
SMBC NIKKO
SOCIETE GENERALE CORPORATE & INVESTMENT BANKING

This document (together with all supplements thereto from time to time) and the documents
incorporated by reference therein constitutes two base prospectuses for the purposes of Article 5.4 of
the Prospectus Directive: (i) the base prospectus for Auchan Holding and (i ) the base prospectus for
Oney Bank (together, the "Base Prospectus") for the purpose of giving information with regard to
each of the Issuers and their consolidated subsidiaries and the Notes which, according to the
particular nature of the Issuers 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
Issuers.
The terms and conditions applicable to each Tranche not contained herein (including, without
limitation, the aggregate nominal amount, issue price, redemption price thereof, and interest, if any,
payable thereunder) wil be determined at the time of the issue of each Tranche based on then
prevailing market conditions and will be set out in the relevant Final Terms. In relation to each Tranche
of Notes, the Base Prospectus must be read with the relevant Final Terms.
This Base Prospectus is to be read in conjunction with al documents which are either incorporated
herein by reference or directly included in the prospectus in accordance with Article 15 of the
Luxembourg Law and Article 28 of the European Commission Regulation n°809/2004 dated 29 April
2004, as amended (see "Documents Incorporated by Reference" below).
No person is or has been authorised to give any information or to make any representation other than
those contained in this Base Prospectus in connection with the issue or sale of the Notes and, if given
or made, such information or representation must not be relied upon as having been authorised by
Auchan Holding, Oney Bank, the Arranger or any of the Dealers (each as defined in "General
Description of the Programme"). Neither the delivery of this Base 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 Auchan Holding or Oney Bank, as the case may be, or those of the Auchan
Holding Group (as defined below) since the date hereof or the date upon which this Base Prospectus
has been most recently supplemented or that there has been no adverse change in the financial
position of either Auchan Holding or Oney Bank, as the case may be, or that of the Auchan Holding
Group since the date hereof or the date upon which this Base Prospectus has been most recently
supplemented or that any other information supplied in connection with the Programme 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.
For the purposes of this Base Prospectus, the "Auchan Holding Group" means Auchan Holding,
Oney Bank and their respective consolidated subsidiaries and affiliates as a whole.
The distribution of this Base Prospectus, any Final Terms and any offering materials under the
Programme, and the offering or sale of the Notes in certain jurisdictions may be restricted by law.
Persons into whose possession this Base Prospectus comes are required by Auchan Holding, Oney
Bank, the Arranger and the Dealers to inform themselves about and to observe any such restriction.
The Notes have not been and wil not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act") or with any securities regulatory authority of any state or other
jurisdiction of the United States, and may include Materialised Notes in bearer form (au porteur) that
are subject to U.S. federal income tax law requirements. Subject to certain exceptions, Notes may not
be offered, sold or delivered within the United States or to the account or benefit of U.S. persons. The
Notes are being offered and sold outside the United States of America to non-U.S. persons in reliance
on Regulation S under the Securities Act. For a description of these and certain further restrictions on
offers and sales of Notes and on distribution of this Base Prospectus, see "Subscription and Sale".
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of Auchan
Holding, Oney Bank, the Arranger or the Dealers to subscribe for, or purchase, any Notes.
The Arranger and the Dealers have not separately verified the information or representations
contained or incorporated by reference in this Base Prospectus. None of the Arranger or the Dealers
makes any representation, express or implied, or accepts any responsibility, with respect to the

2

sincerity, accuracy or completeness of any of the information contained or incorporated by reference
in this Base Prospectus. Neither this Base Prospectus nor any other information or representations
incorporated by reference are intended to provide the basis of any credit or other evaluation and
should not be considered as a recommendation by any of Auchan Holding, Oney Bank, the Arranger
or the Dealers that any recipient of this Base Prospectus or any other information incorporated by
reference should purchase the Notes. Each potential purchaser of Notes should determine for itself
the relevance of the information contained in this Base Prospectus and its purchase of Notes should
be based upon such investigation as it deems necessary. None of the Arranger or the Dealers
undertakes to review the financial condition or affairs of Auchan Holding, Oney Bank or the Auchan
Holding Group during the life of the arrangements contemplated by this Base Prospectus nor to advise
any investor or potential investor in the Notes of any information coming to the attention of any of the
Arranger or the Dealers.
In connection with the issue of any Tranche, the Dealer or Dealers (if any) named as the stabilising
manager(s) (the "Stabilising Manager(s)") (or persons acting on behalf of any Stabilising Manager(s))
in the relevant Final Terms may over-allot Notes or effect transactions with a view to supporting the
market price of the Notes 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 Final Terms of the offer of the relevant Tranche is made and,
if begun, may cease at any time, but it must end no later than the earlier of thirty (30) calendar days
after the issue date of the relevant Tranche and sixty (60) calendar days after the date of the al otment
of the relevant Tranche. Any stabilisation action or over-allotment must be conducted by the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in accordance with
all applicable laws and rules.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to
"", "Euro", "EUR" or "euro" are to the lawful currency of the participating member states of the
European Economic and Monetary Union which was introduced on 1 January 1999; references to "£",
"pounds sterling", "GBP" and "Sterling" are to the lawful currency of the United Kingdom; references
to "$", "USD" and "U.S. Dollars" are to the lawful currency of the United States of America; references
to "¥", "JPY", "Japanese yen" and "Yen" are to the lawful currency of Japan and references to "CHF"
and "Swiss francs" are to the lawful currency of Switzerland.
Any websites included in the Base Prospectus are for information purposes only and do not form part
of the Base Prospectus.

3

TABLE OF CONTENTS
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS ............ 5
RISK FACTORS ....................................................................................................................................... 6
GENERAL DESCRIPTION OF THE PROGRAMME .............................................................................18
DOCUMENTS INCORPORATED BY REFERENCE .............................................................................27
SUPPLEMENT TO THE BASE PROSPECTUS ....................................................................................34
TERMS AND CONDITIONS OF THE NOTES .......................................................................................35
TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED NOTES .........75
USE OF PROCEEDS .............................................................................................................................76
DESCRIPTION AND BUSINESS OVERVIEW OF AUCHAN HOLDING AND ONEY BANK ...............77
TAXATION ..............................................................................................................................................98
SUBSCRIPTION AND SALE ...............................................................................................................102
FORM OF FINAL TERMS ....................................................................................................................106
GENERAL INFORMATION ..................................................................................................................124

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PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN
IN THE BASE PROSPECTUS
To the best knowledge of Auchan Holding and Oney Bank (having taken all reasonable care to ensure
that such is the case), the information contained or incorporated by reference in this Base Prospectus
and the Final Terms for each Tranche of Notes issued under the Programme is in accordance with the
facts and contains no omission likely to affect its import. The Issuers accept responsibility accordingly.
Auchan Holding
Oney Bank
40, avenue de Flandre
Registered office :
Administrative office :
59170 Croix
40, avenue de Flandre
34, avenue de Flandre
59170 Croix
59170 Croix

Duly represented by:
Duly represented by:
Wilhelm Hubner
Jean-Pierre Viboud
Chairman of the Management Board (Directoire)
Chief Executive Officer
and

Xavier Delom de Mezerac
Member of the Management Board (Directoire)

5

RISK FACTORS
The following sets out certain aspects of the offering of the Notes of which prospective investors
should be aware and which may affect the Issuers' ability to fulfil their obligations under the Notes.
Prior to making an investment decision, prospective investors should consider careful y all of the
information contained or incorporated by reference in this Base Prospectus, including in particular the
following risk factors detailed below. There may be other risks which are not known to the Issuers on
the date of this Base Prospectus or which may not be material on the date of this Base Prospectus but
could turn out to be material. Prospective investors should make their own independent evaluation of
all risk factors and should also read the detailed information set out elsewhere in this Base Prospectus
(including any documents deemed to be incorporated by reference herein as further described in
"Documents incorporated by reference" below) and reach their own views prior to making any
investment decision.
The Issuers believe that the following factors may affect their ability to fulfil their obligations under
Notes issued under the Programme on the date of this Base Prospectus. All of these factors are
contingencies which may or may not occur and the Issuers are not in a position to express a view on
the likelihood of any such contingency occurring.
In addition, factors which the Issuers believe are material for the purpose of assessing the market
risks associated with Notes issued under the Programme are also described below.
The order in which the following risk factors are presented is not an indication of the likelihood of their
occurrence.
Words and expressions defined in "Terms and Conditions of the Notes" shal have the same meaning
in this section "Risk Factors".
I.
RISK FACTORS RELATING TO THE ISSUERS
1.
Risk factors in connection with Auchan Holding
Please refer to "Documents incorporated by reference".
2.
Risk factors in connection with Oney Bank
Please refer to "Documents incorporated by reference".
U.S. Foreign Account Tax Compliance Withholding ("FATCA")
FATCA imposes a new withholding and information reporting regime on certain non-U.S. financial
institutions ("FFIs") that are not deemed to be in compliance or otherwise exempt. The intent of FATCA
is to prevent cross-border tax evasion by United States persons by forcing FFIs to disclose information
on its United States account holders to the U.S. Internal Revenue Service ("IRS") or otherwise face a
potential thirty per cent. (30%) penalty withholding tax with respect to certain payments made to it,
provided that those payments have a jurisdictional nexus to the United States.
Under final FATCA regulations, an FFI can become FATCA compliant and thus avoid the penalty
withholding tax by entering into an agreement with the IRS to become a "participating FFI". If the FFI
becomes a participating FFI it wil agree to, among other things, undertake a due diligence operation
to identify its United States account holders, provide information annually with respect to those
account holders, and to withhold on "passthru payments" that it makes to non-participating FFIs and to
recalcitrant account holders (each a "Recalcitrant Holder"). The term "passthru payments" include
both "withholdable payments" and "foreign passthru payments". Withholdable payments are, in
general, limited to payments from sources within the United States. Under a controversial notice, the
term "foreign passthru payments" would have included an amount equal to the payment multiplied
by a passthru payment percentage, which would be a percentage based on the payor's U.S. assets
divided by its total assets. However, the final FATCA regulations did not adopt this approach and the
definition of the term foreign passthru payments is currently reserved.

6

In general, the new withholding regime will be phased in beginning 1 July 2014 for withholdable
payments and may also apply to foreign passthru payments, but in no event earlier than
1 January 2017. FATCA withholding will potential y be required unless the withholding agent can
reliably associate the payment with applicable documentation requirements certifying that the payee is
exempt from FATCA withholding (e.g., Forms W-8 and W-9 or other suitable or successor forms).
Additionally, no amount is required to be withheld on instruments that are "grandfathered obligations"
even if payments are made on that instrument after 30 June 2014. Grandfathered obligations include
(i) any obligation that is outstanding on 1 July 2014 and, (ii) solely for purposes of a foreign passthru
payment, any obligation that is executed on or before the date that is six (6) months after the date on
which final regulations defining the term foreign passthru payment are filed with the Federal Register.
In this paragraph, the term "obligation" includes instruments treated as indebtedness for U.S. Federal
income tax purposes, but does not include instruments treated as equity for U.S. Federal income tax
purposes. If an obligation is materially modified on or after the grandfathering date and is deemed to
be reissued under certain income tax regulations issued by the IRS, the previously discussed
exemptions relating to grandfathered obligations would not apply.
The United States and a number of other jurisdictions (such as France) have announced their
intention to negotiate intergovernmental agreements ("IGAs") to facilitate the implementation of
FATCA. Pursuant to FATCA and the "Model 1" and "Model 2" IGAs released by the United States, an
FFI in an IGA signatory country could be treated as a "Reporting FI" not subject to withholding under
FATCA on any payments it receives. Further, an FFI in a Model 1 IGA jurisdiction general y would not
be required to withhold under FATCA or an IGA (or any law implementing an IGA) from payments it
makes (unless it has agreed to do so under the U.S. "qualified intermediary", "withholding foreign
partnership" or "withholding foreign trust" regimes). The Model 2 IGA leaves open the possibility that a
Reporting FI might in the future be required to withhold as a participating FFI on payments made to
recalcitrant account holders in certain instances and on foreign passthru payments. A Reporting FI
governed by a Model 2 IGA may also have to withhold on payments made to noncompliant (or "non-
participating FFIs"). Under each Model IGA, a Reporting FI would still be required to report certain
information in respect of its account holders and investors to its home government or to the IRS.
Pursuant to an anti-abuse rule in the case of significant non-compliance by a Reporting FI, the United
States reserves the right to deny the benefits of an IGA to that institution. The United States and
France have signed an agreement (the "US-France IGA") based largely on the Model 1 IGA.
Oney Bank expects to be treated as a non-Reporting FI pursuant to the US-France IGA and does not
anticipate being required to deduct amounts in respect of FATCA withholding on payments it makes.
However, there can be no assurance that Oney Bank will be treated as a non-Reporting FI, or that it
would in the future be exempt from FATCA withholding on payments it makes. For example, Oney
Bank and financial institutions through which payments on the Notes are made could potential y be
subject to FATCA withholding if (i) the payments are deemed to be from U.S. sources; (i ) one financial
institution in the chain of payments is a FATCA withholding agent (e.g., a participating FFI); and (i i)
any subsequent FFI through or to which payment on such Notes is made is not a participating FFI, a
non-Reporting FI, or otherwise exempt from or in deemed compliance with FATCA (i.e. not exempt
from FATCA withholding) or an investor is a Recalcitrant Holder. If an amount in respect of FATCA
withholding were to be deducted or withheld from interest, principal or other payments made in respect
of the Notes, neither Oney Bank nor any paying agent nor any other person would, pursuant to the
conditions of the Notes, be required to pay additional amounts as a result of the deduction or
withholding. As a result, investors may receive less interest or principal than expected.
FATCA is particularly complex and its application is uncertain at this time. The above
discussion is based in part on existing regulations and other forms of guidance, all of which
are subject to change. Noteholders should consult their own tax advisor to obtain a detailed
explanation of FATCA and to learn how this legislation might affect their investment in their
particular circumstances.

7

Bank Recovery and Resolution Directive
Directive 2014/59/EU of the European Parliament and of the Council of the European Union dated 15
May 2014 establishing an EU-wide framework for the recovery and resolution of credit institutions and
investment firms (the "Bank Recovery and Resolution Directive" or "BRRD") entered into force on 2
July 2014.
The stated aim of the BRRD and Regulation (EU) No. 806/2014 of the European Parliament and of the
Council of the European Union dated July 2014 (the "SRM Regulation") is to provide for the
establishment of an EU-wide framework for the recovery and resolution of credit institutions and
investment firms. The regime provided for by the BRRD is, among other things, stated to be needed to
provide the authority designated by each EU Member State (the "Resolution Authority") with a
credible set of tools to intervene sufficiently early and quickly in an unsound or failing institution so as
to ensure the continuity of the institution's critical financial and economic functions, while minimizing
the impact of an institution's failure on the economy and financial system (including taxpayers'
exposure to losses). Under the SRM Regulation a centralized power of resolution is established and
entrusted to the Single Resolution Board (the "SRB") and to the national resolution authorities. As a
directive, the BRRD is not directly applicable in France and had to be implemented into national
legislation. The French ordonnance No. 2015-1024 dated 20 August 2015 implemented the BRRD into
French law and amended the French Code monétaire et financier for this purpose.
The powers provided to the Resolution Authority in the BRRD and the SRM Regulation include write-
down/conversion powers to ensure that capital instruments (including subordinated debt instruments)
and eligible liabilities (including senior debt instruments such as the Notes if junior instruments prove
insufficient to absorb al losses) absorb losses of the issuing institution under resolution in accordance
with a set order of priority (the "Bail-in Tool"). The conditions for resolution under the French Code
monétaire et financier implementing the BRRD are deemed to be met when: (i) the Resolution
Authority or the relevant supervisory authority determines that the institution is failing or is likely to fail,
(i ) there is no reasonable prospect that any measure other than a resolution measure would prevent
the failure within a reasonable timeframe, and (ii ) a resolution measure is necessary for the
achievement of the resolution objectives and winding up of the institution under normal insolvency
proceedings would not meet those resolution objectives to the same extent.
The Resolution Authority could also, independently of a resolution measure or in combination with a
resolution measure where the conditions for resolution are met, write-down or convert capital
instruments (including subordinated debt instruments) into equity when it determines that the
institution or its group will no longer be viable unless such write down or conversion power is
exercised or when the institution requires extraordinary public financial support (except when
extraordinary public financial support is provided in the form defined in Article L.613-48 III, 3° of the
French Code monétaire et financier).
The Bail-in Tool could result in the full (i.e., to zero) or partial write-down or conversion into ordinary
shares or other instruments of ownership of the Notes, or the variation of the terms of the Notes (for
example, the maturity and/or interest payable may be altered and/or a temporary suspension of
payments may be ordered). Extraordinary public financial support should only be used as a last resort
after having assessed and applied, to the maximum extent practicable, the resolutions measures,
including the Bail-in Tool. In addition, if the Issuer's financial condition deteriorates, the existence of
the Bail-in Tool could cause the market price or value of the Notes to decline more rapidly than would
be the case in the absence of such power.
In addition to the Bail-in Tool, the BRRD provides the Resolution Authority with broader powers to
implement other resolution measures with respect to institutions that meet the conditions for
resolution, which may include (without limitation) the sale of the institution's business, the creation of a
bridge institution, the separation of assets, the replacement or substitution of the institution as obligor
in respect of debt instruments, modifications to the terms of debt instruments (including altering the
maturity and/or the amount of interest payable and/or imposing a temporary suspension on

8

payments), removing management, appointing an interim administrator, and discontinuing the listing
and admission to trading of financial instruments.
Before taking a resolution measure or exercising the power to write down or convert to equity relevant
debt instruments, the Resolution Authority must ensure that a fair, prudent and realistic valuation of the
assets and liabilities of the institution is carried out by a person independent from any public authority.
Since 1st January 2016, French credit institutions (such as Oney Bank) have to meet, at all times, a
minimum requirement for own funds and eligible liabilities ("MREL") pursuant to Article L.613-44 of the
French Code monétaire et financier. The MREL, which is expressed as a percentage of the total
liabilities and own funds of the institution, aims at avoiding institutions to structure their liabilities in a
manner that impedes the effectiveness of the Bail-in Tool.
In accordance with the provisions of the SRM Regulation, when applicable, the SRB has replaced the
national resolution authorities designated under the BRRD with respect to all aspects relating to the
decision-making process and the national resolution authorities designated under the BRRD continue
to carry out activities relating to the implementation of resolution schemes adopted by the SRB. The
provisions relating to the cooperation between the SRB and the national resolution authorities for the
preparation of the banks' resolution plans apply since 1st January 2015 and the SRM has been fully
operational since 1st January 2016.
The application of any resolution measure under the French BRRD implementing provisions, or any
suggestion of such application, with respect to Oney Bank could materially adversely affect the rights
of the Noteholders, the price or value of an investment in the Notes and/or the ability of Oney Bank to
satisfy its obligations under the Notes.
Noteholders may have only very limited rights to challenge and/or seek a suspension of any decision
of the Resolution Authority to exercise its resolution powers or to have that decision reviewed by a
judicial or administrative process or otherwise.
II.
RISK FACTORS RELATING TO THE NOTES
1.
General Risks Relating to the Notes
1.1
Independent Review and Advice
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 risks inherent in investing in or holding the
Notes.
A prospective investor may not rely on the Issuers or the Dealer(s) or any of their respective affiliates
in connection with its determination as to the legality of its acquisition of the Notes or as to the other
matters referred to above.
1.2
The Notes may not be a suitable investment for all investors
Each potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(a)
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 Base Prospectus or any applicable supplement;
(b)
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;

9

(c)
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 potential investor's
currency is not Euro;
(d)
understand thoroughly the terms of the Notes and be familiar with the behaviour of the
financial markets and any relevant indices;
(e)
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
(f)
consult its own advisers as to legal, tax and related aspects of an investment in the
Notes.
1.3
Modification, waivers and substitution
The Conditions contain provisions for cal ing General Meetings of Noteholders to consider matters
affecting their interests generally. These provisions permit, at a specific majority of Noteholders, to
bind al Noteholders including Noteholders who did not attend and vote at the relevant General
Meeting and Noteholders who voted in a manner contrary to the majority in accordance with Article
L.228-65 of the French Code de commerce.
1.4
No active Secondary/Trading Market for the Notes
Notes issued under the Programme wil be new securities which may not be widely distributed and for
which there may be no active trading market (unless in the case of any particular Tranche, such
Tranche is to be assimilated (assimilée for the purposes of French law) with and forms a single Series
with a Tranche of Notes which is already issued). If the Notes are traded after their initial issuance,
they may trade at a discount to their initial offering price, depending upon prevailing interest rates, the
market for similar securities, general economic conditions and the financial condition of the relevant
Issuer. Although in relation to Notes to be listed on the Luxembourg Stock Exchange and admitted to
trading on the Regulated Market of the Luxembourg Stock Exchange and/or any other Regulated
Market in the EEA, the Final Terms of the Notes wil be filed with the Commission de Surveillance du
Secteur Financier in Luxembourg and, if applicable, with the competent authority of the Regulated
Market of the EEA where the Notes wil be listed and admitted to trading, there is no assurance that
such filings wil be accepted, that any particular Tranche of Notes wil be so listed and admitted or that
an active trading market will develop. Accordingly, there is no assurance as to the development or
liquidity of any trading market for any particular Tranche of Notes.
1.5
Potential Conflicts of Interest
The Dealers and their respective affiliates may have been engaged, and may in the future engage, in
lending, in investment banking and/or commercial banking transactions with, and may perform
services to the Issuers and/or the Dealers, as applicable and their respective affiliates in the ordinary
course of business.
In addition, in the ordinary course of their business activities, the Dealers and their respective 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 Issuers or the Issuers' affiliates. Certain of the Dealers or their affiliates that
have a lending relationship with the Issuers routinely hedge their credit exposure to the Issuers
consistent with their customary risk management policies. Typically, such Dealers 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 issued
under the Programme. Any such short positions could adversely affect future trading prices of Notes
issued under the Programme. The Dealers and their affiliates may also make investment
recommendations and/or publish or express independent research views in respect of such securities

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