Obligation CGM CMA 8.75% ( XS1005207961 ) en EUR

CGM CMA

100 % ▼

France

XS1005207961 ( en EUR )

8.75% par an ( paiement annuel )

15/12/2018 - Obligation échue

Prospectus brochure de l'obligation CMA CGM XS1005207961 en EUR 8.75%, échue

100 000 EUR

300 000 000 EUR

CMA CGM est un groupe français de transport maritime, leader mondial du transport de conteneurs.

L'Obligation émise par CGM CMA ( France ) , en EUR, avec le code ISIN XS1005207961, paye un coupon de 8.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/12/2018

LISTING PARTICULARS
NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES
CMA CGM S.A.
300,000,000 8.75% Senior Notes due 2018
We are offering 300,000,000 aggregate principal amount of our 8.75% Senior Notes due 2018 (the "notes"). Interest on the notes is
payable on June 15 and December 15 of each year, beginning on June 15, 2014. The notes will mature on December 15, 2018. Prior to
December 15, 2015, we may redeem all or part of the notes by paying a "make-whole premium." We may redeem all or part of the notes at
any time on or after December 15, 2015 at the redemption prices as described under the caption "Description of Notes--Optional
Redemption." In addition, until December 15, 2015, we may redeem up to 35% of the notes with the proceeds of certain equity offerings at
the redemption prices as described under the caption "Description of Notes--Optional Redemption."
The notes will be our unsecured senior obligations and will rank pari passu in right of payment to all our existing and future senior
indebtedness. The notes will be effectively subordinated in right of payment to all our existing and future secured indebtedness to the extent
of the assets securing such indebtedness, and structurally subordinated to all of the existing and future indebtedness of all our subsidiaries.
We have applied to list the notes on the Official List of the Luxembourg Stock Exchange and to admission to trading on the Euro MTF
market of the Luxembourg Stock Exchange. These listing particulars constitute a prospectus for the purpose of Luxembourg law dated
July 10, 2005 on prospectus for securities, as amended.
Investing in the notes involves risks. See "Risk Factors" beginning on page 17.
The notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). In the
United States, the offering is being made only to qualified institutional buyers ("QIBs") in reliance on Rule 144A ("Rule 144A")
under the Securities Act. Prospective purchasers that are QIBs are hereby notified that the sellers of the notes may be relying on an
exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Outside the United States, the offering is
being made in reliance on Regulation S ("Regulation S") under the Securities Act. See "Notice to Investors" and "Plan of
Distribution" for additional information about eligible offerees and restrictions on transfers of the notes.
Price: 97.552%, plus accrued interest if any.
Interest on the notes will accrue from December 16, 2013 to the date of delivery of the notes.
We expect that the notes will be delivered in book-entry form through the Euroclear System ("Euroclear") and Clearstream Banking,
société anonyme ("Clearstream") on or about December 16, 2013.
Joint Bookrunning Managers
BNP PARIBAS
Credit Suisse
Société Générale
Corporate & Investment
Banking
The date of these listing particulars is January 10, 2014

We are responsible for the information contained in these listing particulars. We have not authorized
anyone to provide you with information that is different from the information contained in these listing
particulars. These listing particulars may only be used where it is legal to sell the notes. The information in
these listing particulars may only be accurate on the date of this document. The offering of the notes is
being made on the basis of these listing particulars, and we cannot provide you with assurance regarding
the accuracy or completeness of any other source of information. Any decision to purchase the notes must
be based on the information contained in these listing particulars.
TABLE OF CONTENTS
Page
CERTAIN TERMS AND CONVENTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vi
PRESENTATION OF FINANCIAL AND OTHER DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
viii
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
x
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17
DESCRIPTION OF THE ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
43
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
SELECTED HISTORICAL FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
95
REGULATORY MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127
RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133
PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135
DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137
DESCRIPTION OF NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152
BOOK ENTRY, DELIVERY AND FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200
CERTAIN TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 205
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 210
NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 213
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 216
INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 216
SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 216
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 217
The initial purchasers make no representation or warranty, express or implied, as to the accuracy or
completeness of the information set forth in these listing particulars. The issuer, and not the initial purchasers,
has ultimate authority over the statements contained in these listing particulars, including their content and
whether and how to communicate them. Nothing contained in these listing particulars is or should be relied upon
as a promise or representation by any of the initial purchasers as to the past or the future.
We confirm to the best of our knowledge, information and belief, having made all reasonable
inquiries, that the information contained in these listing particulars regarding us and the notes is true and
accurate in all material respects. We additionally confirm, except as provided below, that the opinions and
intentions expressed herein are honestly held and that there are no other material facts, the omission of
which would make these listing particulars as a whole or any of such information or the expression of any
such opinions or intentions misleading. We accept responsibility accordingly. However, the information set
out in these listing particulars describing clearing arrangements, including the section entitled "Book
Entry, Delivery and Form," is subject to any change in or reinterpretation of the rules, regulations and
procedures of Euroclear and Clearstream, as currently in effect. In addition, these listing particular
contain summaries believed to be accurate with respect to certain documents, but reference is made to the
actual documents for complete information. All such summaries are qualified in their entirety by such
reference. Copies of documents referred to herein will be made available to prospective investors upon
request to us, or any of the initial purchasers or the Luxembourg Paying Agent.
i

These listing particulars have been prepared by us solely for use in connection with this offering. These
listing particulars are personal to each offeree and do not constitute an offer to any other person or to the public
generally to subscribe for or otherwise acquire notes. Distribution of these listing particulars to any person other
than the prospective investor and any person retained to advise such prospective investor with respect to the
purchase of notes is unauthorized, and any disclosure of any of the contents of these listing particulars, without
our prior written consent, is prohibited.
The initial purchasers will provide you with a copy of these listing particulars and any related amendments.
By receiving these listing particulars, you acknowledge that you have had an opportunity to request from us for
review, and that you have received, all additional information you deem necessary to verify the accuracy and
completeness of the information contained in these listing particulars. You also acknowledge that you have not
relied on any of the initial purchasers in connection with your investigation of the accuracy of this information or
your decision whether to invest in the notes.
Neither we nor the initial purchasers nor any of our or their respective representatives or affiliates are making
any representation to you regarding the legality of an investment in the notes by you, and you should not construe
anything in these listing particulars as legal, business or tax advice. You should consult your own advisors as to
legal, tax, business, financial and related aspects and implications of an investment in the notes. You must comply
with all laws applicable in any jurisdiction in which you buy, offer or sell the notes or possess or distribute these
listing particulars, and you must obtain all applicable consents and approvals; neither we nor the initial purchasers
shall have any responsibility for any of the foregoing legal requirements.
We reserve the right to withdraw this offering at any time, and we and the initial purchasers reserve the right
to reject all or a part of any offer to purchase the notes, for any reason. We and the initial purchasers also reserve
the right to sell less than all of the notes offered by these listing particulars or to sell to any purchaser less than
the amount of notes it has offered to purchase.
We are offering the notes in reliance on exemptions from the registration requirements of the Securities Act.
These exemptions apply to offers and sales of securities that do not involve a public offering. The notes have not
been registered with, recommended by or approved by the U.S. Securities and Exchange Commission (the
"SEC") or any other securities commission or regulatory authority. Neither the SEC nor any state or foreign
securities regulator has approved or disapproved of these securities or determined that these listing particulars are
accurate or complete. Any representation to the contrary is a criminal offense.
It is expected that delivery of the notes will be made against payment therefor on or about the date of the
settlement of this offering, which will be the fourth business day following the date of pricing of the notes (such
settlement being referred to as "T+4"). You should note that trading of the notes on the date of pricing may be
affected by the T+4 settlement. See "Plan of Distribution--Initial Settlement."
The notes are subject to restrictions on transferability and resale, which are described under "Plan of
Distribution" and "Notice to Investors." By purchasing any notes, you will be deemed to have represented and
agreed to all of the provisions contained in those sections of these listing particulars. You should be aware that
you may be required to bear the financial risks of this investment for an indefinite period of time.
Interests in the notes will be available initially in book-entry form only. We expect the notes sold pursuant
to these listing particulars will be issued in the form of one or more global notes in registered form without
interest coupons attached. The global notes will be deposited with, or on behalf of, a common depositary and
registered in the name of the nominee of the common depositary for the accounts of Euroclear and Clearstream.
Transfers of interests in the global notes will be effected through records maintained by Euroclear and
Clearstream and their participants. After the initial issue of the global notes, the notes will not be issued in
definitive registered form except under the circumstances described in the section "Book-Entry, Delivery and
Form."
The information set out in relation to sections of these listing particulars describing clearing arrangements,
including the section entitled "Book Entry, Delivery and Form," is subject to any changes in, or reinterpretation
of, the rules, regulations and procedures of Euroclear and Clearstream currently in effect. While we accept
responsibility for accurately summarizing the information concerning Euroclear and Clearstream, we accept no
further responsibility in respect of such information.
ii

NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER RSA 421-B WITH THE STATE OF NEW HAMPSHIRE NOR
THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN
THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE
OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE
AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION
OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS
OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR
TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE
PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE
PROVISIONS OF THIS PARAGRAPH.
NOTICE TO U.S. INVESTORS
Each purchaser of notes will be deemed to have made the representations, warranties and
acknowledgements that are described in these listing particulars under "Summary--The Offering--Transfer
Restrictions." The notes have not been and will not be registered under the Securities Act or the securities laws of
any state of the United States and are subject to certain restrictions on transfer. Prospective purchasers are hereby
notified that the seller of the notes may be relying on the exemption from the provisions of Section 5 of the
Securities Act provided by Rule 144A. For a description of certain further restrictions on resale or transfer of the
notes, see "Summary--The Offering--Transfer Restrictions."
NOTICE TO CERTAIN EUROPEAN INVESTORS
European Economic Area
These listing particulars have been prepared on the basis that this offering of notes will be made pursuant to
an exemption, under the Prospectus Directive as implemented in member states of the European Economic Area
("EEA"), from the requirement to produce and publish a prospectus which is compliant with the Prospectus
Directive, as so implemented, for offers of the notes. Accordingly, any person making or intending to make any
offer within the EEA or any of its member states (each a "Relevant Member State") of the notes which are the
subject of the placement referred to in these listing particulars must only do so in circumstances in which no
obligation arises for the Issuer or any of the initial purchasers to produce and publish a prospectus which is
compliant with the Prospectus Directive, including Article 3 thereof, as so implemented for such offer. For EEA
jurisdictions that have not implemented the Prospectus Directive, all offers of notes must be in compliance with
the laws of such jurisdictions. Neither the Issuer nor the initial purchasers have authorized, nor do they authorize,
the making of any offer of the notes through any financial intermediary, other than offers made by the initial
purchasers, which constitute a final placement of the notes.
Notes may not be offered and will not be offered to the public in any Relevant Member State except that
notes may be offered:
(i) to legal entities which are authorized or regulated to operate in the financial markets or, if not so
authorized or regulated, whose corporate purpose is solely to invest in securities;
(ii) to any legal entity which has two or more of (1) an average of at least 250 employees during the last
financial year, (2) a total balance sheet of more than 43,000,000 and (3) an annual net turnover of
more than 50,000,000, as shown in its last annual or consolidated accounts or, if the Relevant Member
State has implemented the relevant provisions of the 2010 PD Amending Directive, two or more of
(1) a total balance sheet of more than $20,000,000, (2) an annual net turnover of more than
$40,000,000 and (3) an equity of more than $2,000,000, on an individual basis;
(iii) to fewer than 100 natural or legal persons or, if the Relevant Member State has implemented the
relevant provisions of the 2010 PD Amending Directive, 150 natural or legal persons (other than
qualified investors as defined in the Prospectus Directive), in any Relevant Member State, subject to
obtaining the prior consent of the initial purchasers; or
iii

(iv) in any other circumstances falling within Article 3(2) of the Prospectus Directive;
provided that no such offer of the notes shall result in a requirement for the publication by the Issuer or
the initial purchasers of a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer of notes to the public" in relation to any notes in
any Relevant Member State means the communication in any form and by any means of sufficient information
on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe
for the notes, as such expression may be varied in the Relevant Member State by any measure implementing the
Prospectus Directive in that Relevant Member State. For the purposes of this provision, the expression
"Prospectus Directive" means Directive 2003/71/EC, including that Directive as amended by the 2010 PD
Directive to the extent implemented in the Relevant Member State in question, and includes any relevant
implementing measure in the Relevant Member State in question; and the expression "2010 PD Amending
Directive" means Directive 2010/73/EU.
France
No prospectus (including any amendment, supplement or replacement thereto) has been prepared in
connection with the offering of the notes that has been approved by the Autorité des marchés financiers or by the
competent authority of another state that is a contracting party to the Agreement on the European Economic Area
and notified to the Autorité des marchés financiers; no notes have been offered or sold or will be offered or sold,
directly or indirectly, to the public in France except to qualified investors (investisseurs qualifiés), other than
individuals, acting for their own account, with "qualified investors" having the meaning ascribed to it in articles
L. 411-2, D. 411-1, D. 734-1, D. 744-1, D. 754-1 and D. 764-1 of the French Code Monétaire et Financier and
applicable regulations thereunder; none of these listing particulars or any other materials related to the offer or
information contained therein relating to the notes has been released, issued or distributed to the public in France
except to such qualified investors; and the direct or indirect resale to the public in France of any notes acquired
by any such qualified investors may be made only as provided by articles L. 411-1, L. 411-2, L. 412-1 and L.
621-8 to L. 621-8-3 of the French Code Monétaire et Financier and applicable regulations thereunder.
United Kingdom
These listing particulars are directed only at persons ("Relevant Persons") who (i) are outside the United
Kingdom, (ii) fall within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, (iii) fall within Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the
meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of
any notes may otherwise lawfully be communicated or caused to be communicated.
These listing particulars must not be acted on or relied on by persons who are not Relevant Persons. Any
investment or investment activity to which these listing particulars relates is available only to Relevant Persons
and will be engaged in only with Relevant Persons. Recipients of these listing particulars are not permitted to
transmit it to any other person. The notes are not being offered to the public in the United Kingdom.
Italy
The offering of the notes has not been cleared by the Commissione Nazionale per le Società e la Borsa
("CONSOB") (the Italian Securities Exchange Commission) pursuant to Italian securities legislation and,
accordingly, the notes may not be offered, sold or delivered, nor may copies of these listing particulars or of any
other document relating to the notes be distributed, in the Republic of Italy, except:
(i) to qualified investors (investitori qualificati), as defined in Article 26, paragraph 1, letter d) of
CONSOB Regulation No. 16190 of October 29, 2007, as amended (the "Intermediaries Regulation"),
pursuant to Article 100, paragraph 1, letter a) of the Italian Legislative Decree No. 58 of February 24,
1998, as amended (the "Consolidated Financial Act") and Article 34-ter, paragraph 1, letter b) of
CONSOB Regulation No. 11971 of May 14, 1999, as amended (the "Issuers Regulation"); or
(ii) in any other circumstances where an express exemption from compliance with the restrictions on offers
to the public applies, including, without limitation, as provided under Article 100 of the Consolidated
Financial Act and Article 34-ter of the Issuers Regulation.
iv

Any offer, sale or delivery of the notes or distribution of copies of these listing particulars or any other
document relating to the notes in the Republic of Italy under (i) or (ii) above must be effected in accordance with
all Italian securities, tax, exchange control and other applicable laws and regulations, and, in particular, made by
an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in
accordance with the Consolidated Financial Act, the Issuers Regulation, the Intermediaries Regulation and the
Italian Legislative Decree No. 385 of September 1, 1993, as amended.
These listing particulars, any other document relating to the notes, and the information contained therein are
intended only for the use of its recipient and, unless in circumstances which are exempted from the rules
governing offers of securities to the public pursuant to Article 100 of the Consolidated Financial Act and Article
34-ter of the Issuers Regulation, are not to be distributed, for any reason, to any third party resident or located in
the Republic of Italy. No person resident or located in the Republic of Italy other than the original recipients of
this document may rely on it or its content.
Luxembourg
This offering of the notes does not constitute a public offering of securities within the Grand Duchy of
Luxembourg and accordingly these listing particulars should not be construed as a prospectus in accordance with
Articles 5 and 30 of the Law of July 12, 2005 on prospectuses for securities.
Spain
The notes may not be offered or sold in Spain except in accordance with the requirements of the Spanish
Securities Market Law (Ley 24/1988, de 28 de Julio del Mercado de Valores) as amended and restated and Royal
Decree 291/1992 on Issues and Public Offering of Securities (Real Decreto 291/1992 de 27 de Marzo, sobre
Emisiones y Ofertas Públicas de Venta de Valores) as amended and restated ("R.D. 291/92"), and subsequent
legislation. These listing particulars neither verified nor registered in the administrative registries of the Comisión
Nacional del Mercado de Valores, and therefore a public offer for subscription of the notes will not be carried
out in Spain. Notwithstanding that and in accordance with Article 7 of R.D. 291/92, a private placement of the
notes addressed exclusively to institutional investors (as defined in Article 7.1(a) of R.D. 291/92) may be carried
out in accordance with the requirements of R.D. 291/92.
The Netherlands
The notes may not be offered or sold to individuals or legal entities in The Netherlands unless a prospectus
relating to the offer is available to the public which is approved by the Dutch Authority for the Financial Markets
(Autoriteit Financiële Markten) or by a supervisory authority of another member state of the EU. Article 5:3 of
the Financial Supervision Act (the "FSA") and article 53 paragraphs 2 and 3 of the Exemption Regulation FSA
provide for several exceptions to the obligation to make a prospectus available such as an offer to qualified
investors within the meaning of article 5:3 FSA.
STABILIZATION
IN CONNECTION WITH THIS OFFERING, BNP PARIBAS (THE "STABILIZING MANAGER")
MAY OVER-ALLOT OR EFFECT TRANSACTIONS FOR A LIMITED PERIOD OF TIME WITH A
VIEW TO SUPPORTING THE MARKET PRICES OF THE NOTES AT A LEVEL HIGHER THAN
THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT
THE
STABILIZING
MANAGER
WILL
UNDERTAKE
STABILIZATION
ACTION.
ANY
STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE
PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF
BEGUN, MAY BE ENDED AT ANY TIME, BUT MUST END NO LATER THAN THE EARLIER OF 30
CALENDAR DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 CALENDAR DAYS AFTER
THE DATE OF THE ALLOTMENT OF THE NOTES. THE STABILIZING MANAGER DOES NOT
INTEND TO DISCLOSE THE EXTENT OF ANY STABILIZING TRANSACTIONS OR THE AMOUNT
OF ANY LONG OR SHORT POSITION.
v

CERTAIN TERMS AND CONVENTIONS
As used in these listing particulars:
S
"2011 Restructuring Principles" means the restructuring principles and guidelines agreed with a
steering committee of the relevant lenders in January 2011, which were implemented across
substantially all of our bank debt and asset financing agreements, and included a waiver of past
defaults;
S
"2012 Restructuring Principles" means the revised restructuring principles agreed to in February 2013,
which supplemented and amended the 2011 Restructuring Principles, pursuant to which we and the
steering committee of relevant creditors agreed to a set of restructuring principles and guidelines to
serve as the basis for restructuring substantially all of our bank and asset financing arrangements;
S
"Restructuring Principles" means the 2011 Restructuring Principles together with the 2012
Restructuring Principles;
S
"Additional Yildirim ORA" means the 528,918 12.0% subordinated bonds mandatorily redeemable in
B Preferred Shares subscribed to by Yildirim AM for $100.0 million on January 31, 2013;
S
"bunker" and "bunker fuel" mean the heavy fuel oil we generally use to power our ships;
S
"calls" means stopping at a port to load and discharge cargo;
S
"capacity," unless otherwise specified, means the maximum number of containers as measured in TEU
that could theoretically be loaded onto a container ship without taking into account operational
constraints (including, but not limited to, the actual weight of any loaded containers); with reference to
a fleet, a carrier or the container shipping industry, capacity is the total TEU capacity of all ships in the
fleet, the carrier or the industry, as applicable;
S
"carrier," unless otherwise specified, means a company providing container shipping services;
S
"CdP" means Compagnie du Ponant;
S
"CMHI" means China Merchants Holdings (International) Company Limited;
S
"demurrage" means the fee we charge for each day that an importer maintains possession of a container
beyond the scheduled or agreed date of return;
S
"direct calls" mean ports called by vessels deployed on main lines;
S
each of "euro" and "" means the single currency of the member states of the European Union
participating in the third stage of the economic and monetary union pursuant to the Treaty on the
Functioning of the European Union, as amended or supplemented from time to time;
S
each of "own," "to own" or "owned," with respect to our vessels or containers, means vessels or
containers to which we have title or that we have financed through lease arrangements that transfer
substantially all the risks and rewards of ownership to us;
S
each of "U.S. dollars," "dollars," "U.S. $" and "$" means the lawful currency of the United States of
America;
S
each of the "Company," "we," "us" and "our" means CMA CGM S.A. and all of its subsidiaries as of
the date discussed, unless otherwise specified or the context suggests otherwise;
S
"excluded zone" means areas excluded from our basic war insurance policy because such areas involve
high risk of, among other things, losses due to war, acts of terrorism or piracy;
S
"existing notes" means, collectively, the $475.0 million 8.5% Senior Notes due 2017 and
325.0 million 8.875% Senior Notes due 2019 issued by the Company on April 21, 2011;
S
"feeder line" means a shipping line connecting a secondary port to a primary port;
S
"freight forwarders" means intermediaries between carriers and direct shippers which consolidate
cargo and prepare customs documentation;
S
"FSI" means the Banque Publique d'Investissement (formerly known as the Fonds Stratégique
d'Investissement);
S
"FSI ORA" means the 793,378 12.0% subordinated bonds mandatorily redeemable in shares
subscribed to by FSI for $150.0 million on June 28, 2013;
S
"IFRS" means International Financial Reporting Standards, as adopted for use in the European Union
by the European Commission;
vi

S
"Initial Yildirim ORA" means the 2,644,590 12.0% subordinated bonds mandatorily redeemable in
B Preferred Shares subscribed to by Yildirim AM for $500.0 million on January 27, 2011;
S
"Issuer" means CMA CGM S.A., excluding its consolidated subsidiaries;
S
"LTV" means loan-to-value, or the ratio of the amount borrowed to the fair market value;
S
"main lines" means shipping lines that traverse oceans;
S
"Malta Freeport" means Malta Freeport Terminals Ltd.;
S
"Merit" means Merit Corporation, a corporation (société anonyme libanaise) organized under the laws
of Lebanon formerly known as Merit S.A.L., and the principal shareholder of the Issuer;
S
"mother lines," a synonym for "main lines," also means shipping lines that traverse oceans;
S
"notes" means the notes issued hereunder;
S
"New Term Loan" means the 219.8 million amortizing secured loan pursuant to the Term Loan
Facility dated February 11, 2013 among us, Natixis as Agent and Security Agent and the financial
lenders named therein;
S
"OECD" means the Organization for Economic Co-operation and Development, a group of 30 member
states focused on developing the international market economy;
S
"ORA" means the 12.0% subordinated bonds mandatorily redeemable in shares, or obligations
remboursables en actions, of the Company consisting of the Yildirim ORA and the FSI ORA;
S
"P3 alliance" means our proposed global alliance with Maersk and MSC expected to be implemented,
subject to receipt of the necessary regulatory approvals, in 2014;
S
"primary port" means ports which are called by main lines;
S
"reefer" means refrigerated transport;
S
"Refinancing Term Loan" means the 145.0 million secured term loan pursuant to the facility for
which we have entered into a commitment letter on December 4, 2013;
S
"secondary port" means ports which are called by feeder lines and not by main lines;
S
"short-term" charters and "long-term" charters means charters for a term of (i) up to and including two
years and (ii) more than two years, respectively, except that "long-term chartering" for purposes of the
2012 Restructuring Principles means charters with an original charter agreement term of five years or
more;
S
"slot" means the space required for one TEU on board a ship;
S
"slot swap" means an exchange of container capacity between us and another carrier;
S
"sterling" means the lawful currency of the United Kingdom of Great Britain and Northern Ireland;
S
"TEU" means a 20-foot equivalent unit, the standard unit of measurement of volume used in the
container shipping industry;
S
"Terminal Link" means our joint venture arrangement with CMHI that holds investments in 14 ports
worldwide;
S
"Yildirim" means Yildirim AM and Yildirim Holding;
S
"Yildirim AM" means Yildirim Asset Management Holding BV, a private company with limited
liability (besloten vennootschap) organized under the laws of the Netherlands;
S
"Yildirim Holding" means Yildirim Holding, a joint stock company (AS¸) organized under the laws of
Turkey; and
S
"Yildirim ORA" means the Initial Yildirim ORA, together with the Additional Yildirim ORA.
vii

PRESENTATION OF FINANCIAL AND OTHER DATA
Financial Data
The free English language translation of our audited consolidated financial statements as of and for the years
ended December 31, 2012 and 2011 (respectively the "2012 Audited Consolidated Financial Statements" and the
"2011 Audited Consolidated Financial Statements," together the "Audited Consolidated Financial Statements"),
our unaudited interim condensed consolidated financial statements as of and for the nine months ended
September 30, 2013 (the "Unaudited Interim Condensed Consolidated Financial Statements"), and, in each case,
the related notes thereto are included elsewhere in these listing particulars. The Audited Consolidated Financial
Statements have been prepared in accordance with International Financial Reporting Standards as endorsed by
the European Union ("IFRS") and our Unaudited Interim Condensed Consolidated Financial Statements have
been prepared in accordance with IAS 34 the standard of IFRS as adopted by the European Union applicable to
interim financial statements.
Changes in accounting policies during periods presented are disclosed in Note 2.2 to the Audited
Consolidated Financial Statements, a free English translation of which is included elsewhere in these listing
particulars, and in Note 2.2 to the Unaudited Interim Condensed Consolidated Financial Statements, included
elsewhere in these listing particulars. None of these changes materially affected our financial performance or
positions during the periods presented.
Certain amounts and percentages included in these listing particulars have been rounded. Accordingly, in
certain instances, the sum of the numbers in a column may not exactly equal the total figure for that column.
Percentages and amounts reflecting changes over time periods relating to financial and other information set
forth in "Management's Discussion and Analysis of Financial Condition and Results of Operations" are
calculated using the numerical data in the consolidated financial statements or the tabular presentation of other
information (subject to rounding) contained in these listing particulars, as applicable, and not using the numerical
data in the narrative description thereof.
Use of Non-IFRS Financial Measures
In these listing particulars, we present our EBITDA and certain ratios and margins based on EBITDA for
certain periods. EBITDA represents operating profit/(loss) before depreciation, amortization, income from
associates and jointly controlled entities and other operating items. EBITDA is not a substitute for operating
profit/(loss), profit/(loss) for the year or net cash generated from operating activities as determined in accordance
with IFRS. EBITDA is presented as additional information because we believe that it is widely used as a measure
to evaluate a company's operating performance and financial requirements. We also use a metric which we call
"Adjusted EBITDA", and which represents EBITDA less gains/losses from asset disposals. Neither EBITDA nor
adjusted EBITDA is a substitute for operating profit/(loss) for the year or net cash generated from operating
activities as determined in accordance with IFRS.
We also present our "EBIT" in these listing particulars. EBIT is equivalent to our operating profit/loss. We
also use a measure which we call "Adjusted EBIT" or "Core EBIT" that we believe is a particularly useful
indicator of our operating performance. It is calculated as EBIT less gains/losses from asset disposals and adding
back other income and expenses. We believe this measure enables better comparison against our competitors
given our strategy in terms of fleet ownership: the cost of our ships held under operating leases is accounted for
under our chartering expenses, and therefore affects EBITDA, whereas our owned fleet costs are capitalized and
amortized thus affecting EBIT. We also refer in these listing particulars to our "adjusted operating margin,"
which represents our adjusted EBIT divided by our revenue.
We also present our net debt and certain ratios based on net debt for certain periods. Net debt includes
current and non-current financial debt, plus financial debt associated with assets classified as held for sale, less
cash and cash equivalents, securities and LTV deposits. Net debt is provided as additional information because
we believe it provides useful information regarding our financial position. We also present an "adjusted net debt"
measure calculated as our net debt less the amount of the ORA that is accounted for as debt under IFRS, less
unavailable cash (such as cash allotted as collateral for margin loans).
Our gearing covenant under our credit facilities is based on adjusted net debt and adjusted equity. Adjusted
equity is calculated as total equity less reserves for currency translation adjustments plus the portion of the ORA
accounted for as financial debt.
viii

Because EBIT, Adjusted EBIT, EBITDA, Adjusted EBITDA, net debt, adjusted net debt and adjusted
equity are not calculated identically by all companies, our presentation of these measures may not be comparable
to other similarly titled measures of other companies. Moreover, our discretionary use of EBITDA may be
limited by working capital, capital expenditure and debt service requirements and by contractual, legal and other
restrictions. For a reconciliation of EBITDA, Adjusted EBITDA, Adjusted EBIT, net debt and adjusted net debt
to the relevant financial measures defined in accordance with IFRS, see footnotes 8 and 13 under "Summary--
Summary Financial and Operating Information."
More generally, these non-IFRS financial measures have limitations as analytical tools and should not be
considered as alternatives to operating income or net profit or any other performance measures derived from or in
accordance with IFRS.
Exchange Rate Information
The table below sets forth for the periods indicated certain information regarding the Bloomberg Composite
Rate. The following table shows the period-end, average, high and low Noon Buying Rates for the euro, as
certified by the Federal Reserve Bank of New York (the "Noon Buying Rate"), expressed in dollars per one euro,
for the periods and dates indicated. These rates may differ from the actual rates used in the preparation of our
financial statements and other financial information appearing in these listing particulars.
Month
Period
Average
U.S. dollar/Euro
End
Rate*
High
Low
December 2013 (through December 6, 2013) . . . . . . . . . . . . . . . .
1.3690
1.3613
1.3690
1.3552
November 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.3606
1.3491
1.3606
1.3357
October 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.3594
1.3646
1.3810
1.3490
September 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.3535
1.3364
1.3537
1.3120
August 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.3196
1.3314
1.3426
1.3196
July 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.3282
1.3088
1.3282
1.2774
June 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.3010
1.3197
1.3407
1.3006
May 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.2988
1.2983
1.3192
1.2818
April 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.3168
1.3025
1.3168
1.2836
March 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.2816
1.2953
1.3098
1.2782
February 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.3079
1.3346
1.3692
1.3054
January 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.3584
1.3304
1.3584
1.3047
Year
Period
Average
U.S. dollar/Euro
End
Rate*
High
Low
2013 (through December 6, 2013) . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.3690
1.3250
1.3810
1.2774
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.3186
1.2859
1.3463
1.2062
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.2973
1.3931
1.4875
1.2926
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.3269
1.3263
1.4536
1.1959
2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.4332
1.3936
1.5100
1.2547
2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.3919
1.4695
1.6010
1.2446
*
The average of the Noon Buying Rates on the last business day of each month (or portion thereof) during the relevant period for annual
averages; on each business day of the month (or portion thereof) for monthly average.
Fluctuations in the exchange rate between the euro and the U.S. dollar in the past are not necessarily
indicative of fluctuations that may occur in the future.
These listing particulars contain translations of euro amounts into U.S. dollars at the exchange rate of
$1.3505 = 1.00 (the exchange rate as of September 30, 2013 used by the Company for its unaudited
consolidated balance sheet as of such day) solely for the convenience of the reader. These translations should not
be construed as representations that the euro amounts actually represent such U.S. dollar amounts or could be
converted into U.S. dollars at the rate indicated. On December 6, 2013, the Noon Buying Rate in New York City
for cable transfers in foreign currencies was $1.3690 per one euro.
Industry Data
The information contained in the section "Industry Overview," including market and industry statistical
data, was provided by Drewry Shipping Consultants Ltd. ("Drewry"), a consultant firm specializing in shipping.
We commissioned Drewry to provide the text for this section. In compiling the data for this section, Drewry
relied on industry sources, published materials, its own private databanks and direct contacts with the industry.
All those sources were used to calculate the data and market information shown in these listing particulars,
except where otherwise noted.
ix