Obligation ENGY 0% ( FR0013444775 ) en EUR

Société émettrice ENGY
Prix sur le marché refresh price now   96.64 %  ▲ 
Pays  France
Code ISIN  FR0013444775 ( en EUR )
Coupon 0%
Echéance 04/03/2027



Prospectus brochure de l'obligation ENGIE FR0013444775 en EUR 0%, échéance 04/03/2027


Montant Minimal /
Montant de l'émission /
Description détaillée ENGIE est une entreprise mondiale de l'énergie, active dans la production et la fourniture d'électricité et de gaz, ainsi que dans les services énergétiques.

L'Obligation émise par ENGY ( France ) , en EUR, avec le code ISIN FR0013444775, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 04/03/2027









Final Terms dated 2 September 2019

ENGIE
Issue of 750,000,000 0.000 per cent. Notes due 4 March 2027
under the Euro 25,000,000,000
Euro Medium Term Note Programme
Legal Entity Identifier: LAXUQCHT4FH58LRZDY46

MIFID II product governance / Professional investors and eligible counterparties only target market ­ Solely
for the purposes of each manufacturers' product approval process, the target market assessment in respect of the
Notes, taking into account the five categories referred to in item 18 of the Guidelines published by ESMA on 5
February 2018, as determined by the manufacturer(s), has led to the conclusion that: (i) the target market for the
Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended,
"MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take
into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining
the manufacturers' target market assessment) and determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or
otherwise made available to and, should not be offered, sold or otherwise made available to any retail investor in the
European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i)
a retail client as defined in point (11) of Article 4(1) of MiFID II (ii) a customer within the meaning of Directive
(EU) 2016/97, as amended ("IMD"), where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC, as
amended or superseded (the "Prospectus Directive"). Consequently, no key information document required by
Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation") for offering or selling the Notes or
otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling
the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.



1





PART A ­ CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base
Prospectus dated 13 December 2018 which has received visa no. 18-562 from the Autorité des marchés financiers
(the "AMF") on 13 December 2018, the first supplement to it dated 10 April 2019 which has received visa no. 19-
149 from the AMF on 10 April 2019, the second supplement to it dated 11 June 2019 which has received visa
no. 19-254 from the AMF on 11 June 2019 and the third supplement to it dated 26 August 2019 which has received
visa no.19-409, which together constitute a base prospectus for the purposes of the Prospectus Directive (the "Base
Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article
5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the
Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base
Prospectus as supplemented by the supplements. The Base Prospectus and the supplements to the Base Prospectus
are available for viewing on the website of the AMF (www.amf-france.org) and of ENGIE (www.engie.com) and
printed copies may be obtained from ENGIE at 1, place Samuel de Champlain, 92400 Courbevoie, France.

1.
Issuer:
ENGIE
2.
(i)
Series Number:
91

(ii) Tranche Number:
1
3.
Specified Currency or Currencies:
Euro ("")
4.
Aggregate Nominal Amount:


(i)
Series:
750,000,000

(ii) Tranche:
750,000,000
5.
Issue Price:
100.007 per cent. of the Aggregate Nominal Amount
6.
Specified Denomination:
100,000
7.
(i)
Issue Date:
4 September 2019

(ii) Interest Commencement
Issue Date
Date:
8.

Maturity Date:
4 March 2027
9.
Interest Basis:
0.000 per cent. per annum Fixed Rate
(further particulars specified below)
10.
Redemption Basis:
Subject to any purchase and cancellation or early redemption, the
Notes will be redeemed on the Maturity Date at 100 per cent. of
their nominal amount
11.
Change of Interest Basis:
Not Applicable

12.
Put/Call Options:
Make-Whole Redemption by the Issuer
Issuer Residual Maturity Call Option
Clean-Up Call Option
(further particulars specified below)


2





13.
(i)
Status of the Notes:
Unsubordinated


(ii) Date of Board approval for
Resolution of the Board of Directors (Conseil d'Administration)
issuance of Notes obtained:
of the Issuer dated 11 December 2018 and decision of Mrs.
Isabelle Kocher in her capacity as Directeur Général of the Issuer
dated 28 August 2019.

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14.
Fixed Rate Note Provisions
Applicable

(i)
Rate of Interest:
0.000 per cent. per annum

(ii) Interest Payment Dates:
Not Applicable

(iii) Fixed Coupon Amount:
0 per 100,000 in nominal amount

(iv) Broken Amount(s):
Not Applicable

(v) Day Count Fraction:
Not Applicable
15.
Floating Rate Note Provisions
Not Applicable
16.
Zero Coupon Note Provisions
Not Applicable
17.
Inflation Linked Interest Note
Not Applicable
Provisions

PROVISIONS RELATING TO REDEMPTION
18.
Call Option
Not Applicable
19.
Make-Whole Redemption by the Issuer
Applicable

(i)
Notice period:
As per Conditions

(ii) Reference Rate:
German Government Bund DBR 0.25 per cent. due 15
February 2027 (ISIN Code: DE0001102416)

(iii) Redemption Margin:
0.15 per cent

(iv) Party, if any, responsible for
Not Applicable
calculating the principal and/or interest
due (if not the Calculation Agent):
20.
Residual Maturity Call Option
Applicable

(i)
Call Option Date:
4 December 2026

(ii) Notice period:
As per Conditions
21.
Put Option
Not Applicable
22.
Change of Control Put Option
Not Applicable

3





23.
Clean-Up Call Option
Applicable

(i)
Clean-Up Call Percentage:
75 per cent.

(ii) Early Redemption Amount:
100,000 per Note
24.
Final Redemption Amount of each Note
100,000 per Note
25.
Early Redemption Amount


(i)
Early Redemption Amount(s) of As per Conditions
each Note payable on redemption for
taxation reasons (Condition 6(h)), for
illegality (Condition 6(l)) or on event of
default (Condition 9):

(ii) Redemption for taxation reasons Not Applicable
permitted on days others than Interest
Payment Dates (Condition 6(h)):

(iii) Unmatured Coupons to become void Not Applicable
upon early redemption (Materialised
Bearer Notes only) (Condition 7(f)):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
26.
Form of Notes:
Dematerialised Notes

(i)
Form of Dematerialised Notes:
Bearer dematerialised form (au porteur)

(ii) Registration Agent
Not Applicable

(iii) Temporary Global Certificate:
Not Applicable

(iv) Applicable TEFRA exemption:
Not Applicable
27.
Financial Centre(s) (Condition 7(h)):
Not Applicable
28.
Talons for future Coupons or Receipts to
Not Applicable
be attached to Definitive Notes (and dates
on which such Talons mature):
29.
Details relating to Instalment Notes:
Not Applicable
30.
Redenomination, renominalisation and
Not Applicable
reconventioning provisions:
31.
Consolidation provisions:
Not Applicable
32.
Meeting and Voting Provisions (Condition
No Masse shall apply
11):




4







PART B ­ OTHER INFORMATION
1.
(i)
Listing
and Application has been made by the Issuer (or on its behalf) for the Notes to
admission to trading
be admitted to trading on Euronext Paris with effect from the Issue Date.

(ii) Estimate
of
total 11,325 (including Euronext listing fees and AMF expenses)
expenses
related
to
admission to trading:
2.
RATINGS


Ratings:
The Notes to be issued are expected to be rated:


S&P: A-
Moody's: A3
Fitch: A

Each of S&P, Moody's and Fitch is established in the European Union and


registered under Regulation (EC) No 1060/2009 (as amended).
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the
offer of the Notes has an interest material to the offer.
The Managers and their affiliates have engaged, and may in the future engage, in investment banking
and/or commercial banking transactions with, and may perform other services for, the Issuer and its
affiliates in the ordinary course of business.
4.
REASONS FOR THE OFFER AND TOTAL EXPENSES

(i)
Reasons for the offer:
The net proceeds of the issue of the Notes will be used for the
Issuer's general corporate purposes.

(ii) Estimated total expenses:
11,325 (estimated Euronext listing fees and AMF fees)
5.
YIELD

Indication of yield:
-0.001 per cent. per annum


The yield is calculated at the Issue Date on the basis of the Issue
Price. It is not an indication of future yield
6.
OPERATIONAL INFORMATION

ISIN:
FR0013444775

Common Code:
205043098

CFI:
Not Applicable

FISN:
Not Applicable

6






Any clearing system(s) other than
Not Applicable
Euroclear Bank SA/NV and
Clearstream Banking S.A. and the
relevant identification number(s):

Delivery:
Delivery against payment

Names and addresses of
Not Applicable
additional Paying Agent(s) (if
any):

7.
DISTRIBUTION

(i)
Method of distribution:
Syndicated


(ii) If syndicated:


(A) Names of Managers:
BNP Paribas
Commerzbank Aktiengesellschaft
J.P. Morgan Securities plc
Mizuho Securities Europe GmbH
MUFG Securities (Europe) N.V.

Crédit Industriel et Commercial S.A.
Lloyds Bank Corporate Markets Wertpapierhandelsbank GmbH
RBC Europe Limited
Standard Chartered Bank

(B) Stabilising Manager if any:
BNP Paribas

(iii) If non-syndicated, name and
Not Applicable
address of Dealer:

(iv) US
Selling
Restrictions Reg. S Compliance Category 2 applies to the Notes
(Categories of potential investors TEFRA not applicable
to which the Notes are offered):

(vii) Prohibition of Sales to EEA
Applicable
Retail Investors:


7




Document Outline