Obligation SNCF RESEAUX 5.25% ( XS0123656836 ) en GBP

SNCF RESEAUX

100 % ⇌

France

XS0123656836 ( en GBP )

5.25% par an ( paiement annuel )

31/01/2035 - Obligation échue

Prospectus brochure de l'obligation SNCF Réseau XS0123656836 en GBP 5.25%, échue

1 000 GBP

475 000 000 GBP

SNCF Réseau est le gestionnaire du réseau ferré national français, responsable de l'entretien, du développement, de la modernisation et de l'organisation de la circulation des trains sur l'ensemble des lignes.

L'Obligation émise par SNCF RESEAUX ( France ) , en GBP, avec le code ISIN XS0123656836, paye un coupon de 5.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 31/01/2035

Pricing Supplement dated 26th January, 2004

Réseau Ferré de France

Issue of GBP 50,000,000 5.25 per cent. Notes due 2035
(Series 11 Tranche 4) (the Notes)

to be consolidated and form a single series with the existing
GBP 100,000,000 5.25 per cent. Notes due 2035 issued on 31st January, 2001 (Tranche 1),
GBP 75,000,000 5.25 per cent. Notes due 2035 issued on 25th June, 2001 (Tranche 2)
and GBP 50,000,000 5.25 per cent. Notes due 2035 issued on 21st October, 2003 (Tranche 3
and, together with Tranche 1 and Tranche 2, the Original Notes)

under the Euro 15,000,000,000 Euro Medium Term Note Programme
This document constitutes the Pricing Supplement relating to the issue of Notes described herein and
is supplemental to and must be read in conjunction with the Information Memorandum dated 11 July
2003, except for the Terms and Conditions set forth in such Information Memorandum. The Terms
and Conditions which shall apply to the Notes shall be those contained in the Amendment and
Restatement Agreement Agency Agreement dated 30 November 2000 as supplemented by this
Pricing Supplement, and terms used herein shall be deemed to be defined as such for the purposes of
such Terms and Conditions.

1.
Issuer:
Réseau Ferré de France
2. (i) Series
Number:
11
(ii) Tranche
Number:
4
3.
Specified Currency or Currencies:
Pounds Sterling (GBP)
4.
Aggregate Nominal Amount

(i) Series:
GBP
275,000,000
(ii) Tranche:
GBP
50,000,000
5.
(i)
Issue Price:
105.967 per cent. of the Aggregate Nominal
Amount
(ii)
Net Proceeds:
GBP 55,386,625 (including 357 days' accrued
interest)
6.
Specified Denominations:
GBP 1,000, GBP 10,000 and GBP 100,000
7.
(i)
Issue Date:
27 January, 2004
(ii)
Interest Commencement Date:
31 January 2003
8.
Maturity Date:
31 January 2035
9.
Interest Basis:
5.25 per cent. Fixed Rate

1

10.
Redemption/Payment Basis:
Redemption at par
11.
Change of Interest or Redemption/
Not Applicable
Payment Basis:
12.
Put/Call Options:
Not Applicable
13.
Status of the Notes:
Unsubordinated
14. Listing:
Luxembourg
15. Method
of
distribution:
Non-syndicated
PROVISIONS RELATING TO INTEREST

(IF ANY) PAYABLE
16.
Fixed Rate Note Provisions:
Applicable
(i)
Rate of Interest:
5.25 per cent. per annum payable annually in
arrear
(ii)
Interest Payment Dates:
31 January in each year, commencing on 31
January 2004
(iii)
Fixed Coupon Amounts:
GBP 52.50 per GBP 1,000 in nominal amount
GBP 525 per GBP 10,000 in nominal amount
GBP 5,250 per GBP 100,000 in nominal amount
(iv)
Broken Amount:
Not Applicable
(v)
Day Count Fraction:
30/360
(vi)
Determination Dates:
Not Applicable
(vii)
Other terms relating to the
Not Applicable
method of calculating interest for
Fixed Rate Notes:
17.
Floating Rate Note Provisions:
Not Applicable

18.
Zero Coupon Note Provisions:
Not Applicable
19.
Index-Linked Interest Note Provisions:
Not Applicable

20.
Dual Currency Note Provisions:
Not Applicable

PROVISIONS RELATING TO

REDEMPTION

2

21.
Call Option:
Not Applicable

22.
Put Option:
Not Applicable

23.
Final Redemption Amount of each Note:
Nominal
Amount
of
each
Specified
Denomination
24.
Early Redemption Amount:

(i)
Early Redemption Amount(s) of

each Note payable on redemption
for taxation reasons or on event

of default and/or the method of
calculating the same (if required

or if different from that set out in
the Conditions):
The provisions of Condition 6.2 apply
(ii)
Redemption for taxation reasons
Yes

permitted on days other than

Interest Payment Dates:

Unmatured Coupons to become
No. The provisions in Condition 9A.6(i) apply.

void upon early redemption

(Bearer Notes only):
GENERAL PROVISIONS APPLICABLE TO

THE NOTES
25.
Form of Notes:
Bearer Notes
(i)
Temporary or Permanent Global
Temporary Global Note exchangeable for a
Note/Certificate:
Permanent Global Note which is expected to
occur on or around 8 March 2004 (the Exchange
Date), upon certification as to non-US beneficial
ownership, when the Notes will be consolidated
and form a single series with the Original Notes.
The Permanent Global Note will be
exchangeable for Definitive Notes in the limited
circumstances specified in (a) and (b) of
paragraph 6 of the Permanent Global Note.
(ii)
Applicable TEFRA exemption:
D Rules
26.
Financial Centre(s) or other special
Not Applicable
provisions relating to payment dates:
27.
Talons for future Coupons or Receipts to
Yes. Each Coupon sheet will contain one Talon
be attached to Definitive Notes (and
for further Coupons.
dates on which such Talons mature):

3

28.
Details relating to Partly Paid Notes:
Not Applicable
amount of each payment comprising the
Issue Price and date on which each
payment is to be made and consequences
(if any) of failure to pay, including any
right of the Issuer to forfeit the Notes and
interest due on late payment:
29.
Details relating to Instalment Notes:
Not Applicable
30.
Redenomination, renominalisation and
The provisions in Condition 9D apply
reconventioning provisions:
31.
Consolidation provisions:
The provisions in Condition 15.2 apply
32.
Other terms or special conditions:
Not Applicable
DISTRIBUTION

33.
(i)
If syndicated, names of
Not Applicable
Managers:
(ii)
Stabilising Manager (if any):
J.P. Morgan Securities Ltd.
(iii)
Dealer's Commission:
0.40 per cent.
34.
If non-syndicated, name of Dealer:
J.P. Morgan Securities Ltd.
35.
Additional selling restrictions:
Not Applicable
OPERATIONAL INFORMATION

36. ISIN
Code:
XS0184204815 until the Exchange Date.

Thereafter XS0123656836
37.
Common Code:
018420481 until the Exchange Date. Thereafter
012365683
38.
Any clearing system(s) other than
Not Applicable
Euroclear and Clearstream, Luxembourg
and the relevant identification number(s):
39.
Delivery:
Delivery against payment
40.
Additional Paying Agent(s) (if any):
Not Applicable
GENERAL

41.
Additional steps that may only be taken
Not Applicable
following approval by an Extraordinary
Resolution in accordance with Condition
13:

4

42.
The aggregate nominal amount of Notes
Euro 72,300,000
issued has been translated into Euro at
the rate of GBP 1.00 = Euro 1.446,
producing a sum of (for Notes not
denominated in Euro):
LISTING APPLICATION
This Pricing Supplement comprises the final terms required to list the issue of Notes described herein
pursuant to the Euro 15,000,000,000 Euro Medium Term Note Programme of Réseau Ferré de France.
Stabilising
In connection with this issue, J.P. Morgan Securities Ltd. (the Stabilising Manager), or any person
acting for the Stabilising Manager, may to the extent permitted by applicable laws, over-allot or effect
transactions with a view to supporting the market price of the Notes and/or the Original Notes at a
level higher than that which might otherwise prevail for a limited period. However, there may be no
obligation on the Stabilising Manager (or any agent of the Stabilising Manager) to do this. Such
stabilising, if commenced, may be discontinued at any time, must be brought to an end after a limited
period and will be carried out in compliance with all applicable laws and regulations.
Material Adverse Change Statement
There has been no significant change in the financial or trading position of the Issuer since 31
December 2002 and no material adverse change in the financial position or prospects of the Issuer
since 31 December 2002.
Responsibility
The Issuer accepts responsibility for the information contained in this Pricing Supplement.
Signed on behalf of the Issuer:

By: Jean-Pierre
DUPORT

President of Réseau Ferré de France

5

Annexe
EU Directive on the Taxation of Savings Income
1.
As described at paragraph 11 of the section headed "General Information" in the Information
Memorandum dated 11 July 2003, the European Council of Finance Ministers (ECOFIN)
adopted Council Directive 2003/48/EC on 3 June 2003 (the Directive). The Directive
generally prevents bonds issued before 1 March 2001 (each such issue of bonds, an Original
Issue) from being treated as fungible (ie. consolidated and forming a single series) with bonds
issued on or after 1 March 2002 (each such issue of bonds, a Further Issue). Nevertheless, a
government or a government-related entity acting as a public authority or whose role is
recognised by an international treaty is entitled pursuant to article 15 of the Directive to issue
Further Issues. Article 15 however contains a grandfathering clause which provides, inter
alia, that if such a Further Issue is made by a government or such entity as described above ,
the entire issue of the relevant securities, consisting of the Original Issue and such Further
Issue, will be subject to the Directive. The Issuer is a "related entity acting as a public
authority", as set out in the annex to the Directive.
2.
It is expected that, following exchange of the Temporary Global Note for a Permanent Global
Note as described at paragraph 25 of this Pricing Supplement, the Notes will be consolidated
and form a single series with the Original Notes. As described in paragraph 1 above, the
effect of such consolidation is that the Original Notes will be "ungrandfathered" and, when
the Directive comes into force, which is expected to be on 1 January 2005 provided certain
conditions are satisfied, it will apply to both the Notes and the Original Notes. The
consequences arising from the Directive applying to the Original Notes and the Notes are
described at paragraph 11 of the section headed "General Information" in the Information
Memorandum dated 11 July 2003.
3.
The terms and conditions of the Notes and the Original Notes (the Conditions) do not contain
an exception (taking account of the impact of the Directive) to the obligation of the Issuer to
pay additional amounts in the event of the imposition of withholding taxes pursuant to the
Directive (or any implementing legislation). Also, on 5 March 2001, ECOFIN adopted a
decision which included the statement that Member States and their related entities would
commit not to exercise any tax call provision which would give them the right of redemption
triggered by their voluntary "ungrandfathering" of their existing securities.
4.
Therefore, the Issuer has undertaken, in a deed poll dated 21 October 2003, that it will not
exercise any right it may have under Condition 6.2 of the Conditions to redeem the Notes or
the Original Notes early as a result of the imposition of any requirement to make any
withholding or deduction by the Directive or any law implementing or complying with, or
introduced to conform to, such Directive, upon any payment it is required to make under the
Notes and the Original Notes.

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