Obligation CGM CMA SA 7.5% ( XS2242188261 ) en EUR

Société émettrice CGM CMA SA
Prix sur le marché refresh price now   100 %  ▼ 
Pays  France
Code ISIN  XS2242188261 ( en EUR )
Coupon 7.5% par an ( paiement semestriel )
Echéance 14/01/2026



Prospectus brochure de l'obligation CMA CGM SA XS2242188261 en EUR 7.5%, échéance 14/01/2026


Montant Minimal 100 000 EUR
Montant de l'émission 525 000 000 EUR
Prochain Coupon 15/07/2025 ( Dans 16 jours )
Description détaillée CMA CGM SA est un groupe maritime français spécialisé dans le transport maritime conteneurisé, opérant dans le fret maritime, la logistique et les services portuaires, classé parmi les leaders mondiaux du secteur.

L'Obligation émise par CGM CMA SA ( France ) , en EUR, avec le code ISIN XS2242188261, paye un coupon de 7.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2026







LISTING PARTICULARS
NOT FOR GENERAL DISTRIBUTION IN THE
UNITED STATES
CMA CGM S.A.
525,000,000 7.500% Senior Notes due 2026
CMA CGM S.A. ("we," "us," the "Company" or the "Issuer") are offering 525,000,000 aggregate principal amount of our 7.500%
Senior Notes due 2026 (the "notes"). Interest on the notes is payable on January 15 and July 15, beginning on July 15, 2021.
The notes will mature on January 15, 2026. Prior to January 15, 2023, 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 January 15, 2023 at the redemption prices described
under the caption "Description of Notes--Optional Redemption of Notes." In addition, until January 15, 2023, we may redeem up to
40% of the notes with the proceeds of certain equity offerings at the redemption price as described under the caption "Description of
Notes--Optional Redemption of Notes." We may also redeem the notes upon the occurrence of certain changes in applicable tax law.
Upon the occurrence of certain events constituting a change of control, we may be required to make an offer to repurchase the notes.
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 for admission to trading on the
Professional Segment of the Euro MTF market of the Luxembourg Stock Exchange. These listing particulars ("listing
particulars") constitute a prospectus for the purpose of Part IV of the Luxembourg law on prospectuses for securities dated
July 16, 2019.
These listing particulars include information on the terms of the notes, including redemption prices, covenants and transfer
restrictions.
Investing in the notes involves a high degree of risk. See "Risk Factors" beginning on page 29.
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: 97.848%, plus accrued interest, if any, from the issue date.
We expect that the notes will be delivered in book-entry form through the Euroclear System SA/NV ("Euroclear")
and Clearstream Banking, société anonyme ("Clearstream") on or about October 21, 2020.
Joint Global Coordinators and Bookrunners
BNP PARIBAS
HSBC
Joint Bookrunners
Crédit Agricole CIB
ING
Société Générale
Joint Lead Managers
CIC Market Solutions
UniCredit Bank
The date of these listing particulars is October 15, 2020.


TABLE OF CONTENTS
NOTICE TO U.S. INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iv
NOTICE TO CERTAIN EUROPEAN INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
v
STABILIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
v
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vi
CERTAIN TERMS AND CONVENTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vii
PRESENTATION OF FINANCIAL AND OTHER DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xii
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . .
xvi
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
CORPORATE AND FINANCING STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21
SUMMARY FINANCIAL AND OPERATING INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
DESCRIPTION OF THE ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
80
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
81
SELECTED HISTORICAL FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
83
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
85
INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136
THE INTERNATIONAL CONTAINER SHIPPING INDUSTRY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136
THE INTERNATIONAL LOGISTICS INDUSTRY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 179
REGULATORY MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 231
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 247
RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 252
PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 255
DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 257
DESCRIPTION OF NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 270
BOOK ENTRY, DELIVERY AND FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 321
CERTAIN TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 326
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 332
NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 335
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 338
INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 338
SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 338
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 340
INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
i


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.
The Initial Purchasers (as defined herein) 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, and is not misleading. 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 in any material respect. 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 particulars 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 Paying Agent (as defined herein).
We are providing these listing particulars only to prospective purchasers of the notes. You should read these
listing particulars before making a decision whether to purchase any notes. You must not use these listing
particulars for any other purpose or disclose any information in these listing particulars to any other
person.
These listing particulars do not constitute an offer to sell or an invitation to subscribe for or purchase any of the
notes in any jurisdiction in which such offer or invitation is not authorized or to any person to whom it is
unlawful to make such an offer or invitation. No action has been, or will be, taken to permit a public offering in
any jurisdiction where action would be required for that purpose. Accordingly, the notes may not be offered or
sold, directly or indirectly, and these listing particulars may not be distributed, in any jurisdiction except in
accordance with the legal requirements applicable to such jurisdiction. You must comply with all laws that apply
to you in any place in which you buy, offer or sell any notes or possess these listing particulars. You must
also obtain any consents or approvals that you need in order to purchase, offer or sell any notes or possess or
distribute these listing particulars. We and the Initial Purchasers are not responsible for your compliance with any
of the foregoing legal requirements. See "Plan of Distribution."
None of us, the Initial Purchasers or any of our or the Initial Purchasers' respective representatives are making an
offer to sell the notes in any jurisdiction except where such an offer or sale is permitted. We are relying on
exemptions from registration under the Securities Act for offers and sales of securities that do not involve a
public offering. By purchasing notes, you will be deemed to have made the acknowledgments, representations,
warranties and agreements set forth under "Notice to Investors" in these listing particulars. You should
understand that you will be required to bear the financial risks of your investment for an indefinite period of time.
These listing particulars are based on information provided by us and by other sources that we believe
are reliable. The Initial Purchasers named in these listing particulars, the Trustee, the Paying Agent, the Registrar
and the Transfer Agent (each of them as defined herein) make no representation or warranty, express or implied,
as to the accuracy or completeness of such information, and nothing contained in these listing particulars is, or
shall be relied upon as, a promise or representation by the Initial Purchasers with respect to the Company or the
notes as to the past or the future.
By purchasing the notes, you will be deemed to have acknowledged that you have reviewed these listing
particulars and have had an opportunity to request, and have received all additional information that you need
ii


from us. No person has been authorized in connection with any offering made by these listing particulars to
provide any information or to make any representations other than those contained in these listing particulars.
You should carefully evaluate the information provided by us in light of the total mix of information available to
you, recognizing that we can provide no assurance as to the reliability of any information not contained in
these listing particulars.
The information contained in these listing particulars is presented as of the date hereof. Neither the delivery of
these listing particulars at any time after the date of publication nor any subsequent commitment to
purchase the notes shall, under any circumstances, imply that there has been no change in the information set
forth in these listing particulars or in our business since the date of these listing particulars.
None of us, the Initial Purchasers, the Trustee, the Paying Agent, the Registrar, the Transfer Agent or any of our
or the Initial Purchasers' respective representatives or affiliates are making any representation to you regarding
the legality of an investment in the notes by you under any legal, investment or similar laws or regulations. You
should not consider any information in these listing particulars to be legal, financial, business, tax or other
advice. You should consult your own attorney, business advisor and tax advisor for legal, financial, business and
tax and related aspects of an investment in the notes. You are responsible for making your own examination of
the Company and our business and your own assessment of the merits and risks of investing in the notes.
Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission has
approved or disapproved of these securities or determined if these listing particulars is truthful or complete.
Any representation to the contrary is a criminal offense.
This communication is only being distributed to and is only directed at (i) persons who are outside the United
Kingdom (the "UK"), (ii) investment professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (iii) high-net worth companies, and other
persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or
(iv) 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 ("FSMA")) in connection with the issue or sale of any
securities may otherwise lawfully be communicated or caused to be communicated (all such persons together
being referred to as "relevant persons"). The notes are only available to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire such notes will be engaged in only with, relevant persons. Any person
who is not a relevant person should not act or rely on this document or any of its contents.
In addition, the notes are subject to restrictions on transferability and resale, which are described under the
captions "Plan of Distribution" and "Notice to Investors." By possessing these listing particulars or
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.
It is expected that delivery of the notes will be made against payment thereof on or about the date of the
settlement of this offering, which will be the 4th business day following the date of pricing of the notes (such
settlement being referred to as "T+4"). See "Plan of Distribution--General--Initial Settlement."
The notes will be issued in the form of one or more global notes, all of which will be deposited with or on behalf
of, Euroclear and Clearstream. Beneficial interests in the global notes will be shown on, and transfers of
beneficial interests in the global notes will be effected only through, records maintained by Euroclear and
Clearstream or their respective participants. See "Book-Entry, Delivery and Form."
We will not, nor will any of our agents, have responsibility for the performance of the obligations of Euroclear
and Clearstream or their respective participants under the rules and procedures governing their operations, nor
will we or our agents have any responsibility or liability for any aspect of the records relating to, or payments
made on account of, book-entry interests held through the facilities of any clearing system or for maintaining,
supervising or reviewing any records relating to these book-entry interests. Investors wishing to use these
clearing systems are advised to confirm the continued applicability of their rules, regulations and procedures.
We reserve the right to withdraw this offering of the notes at any time. We and the Initial Purchasers also reserve
the right to reject any offer to purchase the notes in whole or in part for any reason or no reason and to allot to
any prospective purchaser less than the full amount of the notes sought by it. The Initial Purchasers and certain of
their related entities may acquire, for their own accounts, a portion of the notes.
iii


NOTICE TO U.S. INVESTORS
Each purchaser of notes will be deemed to have made the representations, warranties and acknowledgments
that are described in these listing particulars under "Summary--The Offering--Transfer Restrictions" and
"Notice to Investors." 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 may not be offered or sold, directly or indirectly, within the
United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act or such state securities laws. In the
United States, the offering of the notes is being made only to "qualified institutional buyers" (or "QIBs") (as
defined in Rule 144A under the Securities Act). Prospective purchasers that are qualified institutional buyers are
hereby notified that the Initial Purchasers 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
only to non-U.S. persons in offshore transactions (as defined in and in accordance with Regulation S).
In addition, until 40 days after the commencement of the offering, an offer or sale of notes within the United
States by a dealer (whether or not it is participating in the offering) may violate the registration requirements of
the Securities Act.
Neither the SEC, any state securities commission nor any non-U.S. securities authority 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.
iv


NOTICE TO CERTAIN EUROPEAN INVESTORS
European Economic Area
Prohibition of Sales to EEA and UK Retail Investors
Each Initial Purchaser has represented and agreed that it has not offered, sold or otherwise made available
and will not offer, sell or otherwise make available any notes to any retail investor in the EEA or the UK. 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 Directive 2014/65/EU (as amended, "MiFID
II"); or
(ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution
Directive"), 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 Article 2 of Regulation (EU) 2017/1129 (the "Prospectus
Regulation").
The expression "offer" includes 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.
United Kingdom
Each Initial Purchaser has represented and agreed that:
(i) it has only communicated or caused to be communicated and will only communicate or cause to be
communicated an invitation or inducement to engage in investment activity (within the meaning of
Section 21 of the FSMA) received by it in connection with the issue or sale of the notes in
circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and
(ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything
done by it in relation to the notes in, from or otherwise involving the UK.
Notice to investors in other jurisdictions
The distribution of these listing particulars and the offer and sale or resale of the notes may be restricted by
law in certain jurisdictions. Persons into whose possession these listing particulars (or any part hereof) come
are required by us and the Initial Purchasers to inform themselves about, and to observe, any such
restrictions.
STABILIZATION
IN CONNECTION WITH THE ISSUE OF THE NOTES, BNP PARIBAS (THE "STABILIZING
MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) 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, THERE IS NO ASSURANCE THAT THE STABILIZING
MANAGER (OR PERSONS ACTING ON BEHALF OF 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 IT
MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE
NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY
STABILIZATION ACTION OR OVER ALLOTMENT MUST BE CONDUCTED BY THE
STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILIZING
MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
v


AVAILABLE INFORMATION
Each purchaser of notes from the Initial Purchasers will be furnished with a copy of these listing
particulars and, to the extent provided to the Initial Purchasers by us, any related amendment or supplement to
these listing particulars. So long as any notes are outstanding and are "restricted securities" within the
meaning of Rule 144 under the Securities Act, we will, upon request, furnish to any holder or beneficial owner of
the notes the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to permit
compliance with Rule 144A in connection with resales of the notes if, at the time of the request, we are neither a
reporting company under Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the
"Exchange Act"), nor exempt from reporting pursuant to Rule 12g 3-2(b) thereunder. Any such request should be
directed to the Company's Investor Relations team at [email protected], attention: Investor Relations
team. Telephone: +33 (0)4 88 91 90 21.
Additionally, so long as any of the notes are listed on the Luxembourg Stock Exchange and its rules so
require, copies of these listing particulars and other information relating to such issuance of notes will be
available in the specified offices of the Issuer at the address listed on the inside of the back cover of these listing
particulars. These listing particulars will also be available on the website of the Luxembourg Stock
Exchange (www.bourse.lu). See "General Information."
vi


CERTAIN TERMS AND CONVENTIONS
In these listing particulars, "CMA CGM," "we," "us," "our" and "the group" refer to CMA CGM S.A. and
its consolidated subsidiaries, unless the context otherwise requires, and the "Company" and "Issuer" refer to
CMA CGM S.A.
In these listing particulars, unless indicated otherwise, references to "euros" or "" are to the euro, the
official 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, references "U.S. dollars," "U.S.$," "dollars" and "$" are to the United States dollar, the
official currency of the United States of America, references to "SGD" "Singapore dollars" or "SG$" are to the
Singapore dollar, the official currency of Singapore, and references to "sterling," "pounds sterling" or "£" are to
the British pound sterling, the official currency of the United Kingdom.
In addition, unless indicated otherwise, or the context otherwise requires, references in these listing
particulars to:
·
"3PL" means a third-party logistics provider that offers integration and management of all logistics
services of a complex supply chain;
·
"4PL" means a fourth-party logistics provider or an integrator that assembles the resources, capabilities
and technologies of its own organization and other organizations to design, build and run
comprehensive supply chain solutions;
·
"2018 CMA CGM Audited Consolidated Financial Statements" means the audited consolidated
financial statements for CMA CGM S.A. as of and for the year ended December 31, 2018;
·
"2019 CMA CGM Audited Consolidated Financial Statements" means the audited consolidated
financial statements for CMA CGM S.A. as of and for the year ended December 31, 2019;
·
"2021 Senior Notes" means the 725.0 million 7.750% Senior Notes due 2021 issued by the Company
on June 8 and June 12, 2015, and partially redeemed on June 19, 2020;
·
"2022 Senior Notes" means the 650.0 million 6.500% Senior Notes due 2022 issued by the Company
on July 13, 2017;
·
"2025 Senior Notes" means, collectively, the 500.0 million 5.25% Senior Notes due 2025, issued by
the Company on October 24, 2017 and the 250.0 million 5.25% Senior Notes due 2025, issued by the
Company on November 9, 2017, which form a single class of notes;
·
"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, which
automatically converted into newly issued preferred shares of the Company upon maturity on
December 31, 2015;
·
"Adjusted EBITDA" means EBITDA less gains / (losses) on disposal of property and equipment and
subsidiaries;
·
"Adjusted net debt" means net debt less the amount of bonds and preferred shares redeemable in shares
(ORA) that are accounted for as debt under IFRS, less liabilities associated with assets classified as
held for sale, plus restricted cash (such as cash allotted as collateral for margin loans);
·
"ANL Singapore" means ANL Singapore Pte Ltd;
·
"APL" and "APL Co." mean APL Co. Pte Ltd, to be renamed CMA CGM Asia Shipping Private Ltd.
as from December 1, 2020;
·
"APL 2024 Senior Notes" means the $150.0 million notes issued by American President Companies,
Ltd. in January 1994 and due in January 2024;
·
"Autotainer" means a dry container suited for the transportation of automobiles;
·
"Blank Sailing" means a scheduled sailing that has been canceled by a carrier or a shipping line, which
may mean one part is being skipped or the entire string is cancelled;
·
"Board of Directors" means the board of directors of the Company;
·
"BPI" means Bpifrance Participations (formerly known as the Fonds Stratégique d'Investissement);
vii


·
"BPI ORA" means the 793,378 12.0% subordinated bonds mandatorily redeemable in shares
subscribed to by BPI for $150.0 million on June 28, 2013 and maturing on December 31, 2020;
·
"BPI Shareholders' Agreement" means the shareholders' agreement, dated June 28, 2013 among us,
Merit and BPI in the presence of Yildirim;
·
"bunker" and "bunker fuel" mean the heavy fuel oil we generally use to power our ships;
·
"cascade" or "cascaded", in relation to vessels, means the practice of shifting vessels from one trade to
another as they are replaced by newer vessels, with larger vessels typically replacing smaller vessels in
order to take advantage of economies of scale;
·
"calls" means stopping at a port to load and discharge cargo;
·
"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;
·
"capital expenditures" means our expenditures in respect of investments in vessels, containers and
other intangible and other fixed assets either owned or held under finance leases, acquired directly or
through a business combination;
·
"carrier", unless otherwise specified, means a company providing container shipping services;
·
"CBP" means U.S. Customs and Border Protection;
·
"CC Log" or "CMA CGM Logistics" means CMA CGM Logistics, the group's logistics subsidiary,
which was transferred to CEVA on May 2, 2019;
·
"CEVA" means CEVA Logistics A.G. and its consolidated subsidiaries;
·
"charter", with respect to ships, means the lease of a ship for a specified period of time at a fixed price
or a price indexed on an interest rate formula; unless specifically referring to a bareboat charter, which
covers the capital cost of a ship only, the charter or time charter includes the capital costs as well as
running costs (including ship's crew, spare parts, lubricants and insurance);
·
"Cheng Lie Navigation", "CNC Line" or "CNC" means Cheng Lie Navigation Co. Ltd;
·
"CMA CGM standalone" means, as the context requires, the relevant financial figure excluding the
contribution of CEVA (i) from January 4, 2019 to December 31, 2019 as set forth in the 2019 CMA
CGM Audited Consolidated Financial Statements or (ii) from January 4, 2019 to June 30, 2019, as set
forth in the CMA CGM Unaudited Interim Condensed Consolidated Financial Statements;
·
"CMP" means China Merchant Ports Holdings Company Limited;
·
"cold ironing" means the practice of ships turning off their auxiliary engines and instead sourcing
electric power from shore while at berth;
·
"Containerships" means Containerships--CMA CGM GmbH and its consolidated subsidiaries;
·
"Core EBIT" means EBIT less gains / (losses) on disposal of property and equipment and subsidiaries
and adding back other income and expenses as well as impairment reported in share of profit/(loss) of
the associates and joint ventures;
·
"Core EBIT margin" means Core EBIT divided by revenue;
·
"core loops", in the context of shipping operating alliances, means a rotation consisting of vessels from
a single alliance member rather than a rotation consisting of vessels contributed by each of the alliance
members;
·
"COSCO" means China COSCO Shipping;
·
"CSG" means China Shipping (Group) Company;
·
"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;
·
"dominant leg" means the leg of the service from net exporting regions to net importing regions, and
"non-dominant leg" means the return leg of such services from net importing regions to net exporting
regions;
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·
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;
·
each of "U.S. dollars," "U.S.$," "dollars" and "$" means the lawful currency of the United States of
America;
·
"East-West lines" or "East-West trades" means the four main east-west intercontinental trades for the
container shipping industry: Asia-Europe, Transpacific (Asia-North America), Transatlantic (Europe-
North America) and Asia-Middle East;
·
"EBIT" corresponds to a measure equivalent to an operating profit/loss; it is equal to the sum of the
following income statement captions as presented in our consolidated financial statements for the
relevant period: "Revenues," "operating expenses," "Gains/(losses) on disposal of property and
equipment and subsidiaries," "Depreciation and amortization of non-current assets," "Other income
and (expenses)," "Net present value (NPV) benefits related to assets financed by tax leases" and "Share
of income/(loss) from associates and joint ventures";
·
"EBITDA" means the sum of the following income statement captions as presented in our consolidated
financial statements for the relevant period: "EBITDA before gains / (losses) on disposal of property
and equipment and subsidiaries" and "Gains on disposal of property and equipment and subsidiaries";
·
"EBITDA margin" means EBITDA divided by revenue;
·
"EEA" means the European Economic Area;
·
"EEDI" means the Energy Efficiency Design Index issued by the IMO;
·
"EPA" means the United States Environmental Protection Agency;
·
"EQT Infrastructure" means EQT Infrastructure III;
·
"European Union" or "EU" means the European economic and political union;
·
"feeder line" means a non-intercontinental service that calls at smaller ports, operates with smaller
vessels and operates to transport most of its cargo to and from secondary ports to connect with main
lines at primary ports (as opposed to short sea lines, which operate to provide an independent shipping
service for most of their cargo);
·
"freight forwarders" means intermediaries between carriers and direct shippers which consolidate
cargo and prepare customs documentation;
·
"Garment on Hanger (GOH)" means a method of storing apparel in containers for garments that should
not be folded;
·
"GDPR" means the EU General Data Protection Regulation (Regulation (EU) 2016/679);
·
"GGS" means Global Gateway South, a container terminal located in the Port of Los Angeles in the
San Pedro Bay, United States;
·
"GSL" means Global Ship Lease, Inc.;
·
"IFRS" means International Financial Reporting Standards, as adopted for use in the European Union
by the European Commission;
·
"IMO" means the International Maritime Organization;
·
"IMO 2020" means the IMO's Low Sulphur Regulation that came into effect on January 1, 2020;
·
"Initial Purchasers" means BNP Paribas, HSBC Bank plc, Crédit Agricole Corporate and Investment
Bank, ING Bank N.V., London Branch, Société Générale, Credit Industriel et Commercial S.A. and
UniCredit Bank AG;
·
"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, which
automatically converted into newly issued preferred shares of the Company upon maturity on
December 31, 2015;
·
"ISM Code" means the International Management Code for Safe Operation of Ships and for Pollution
Prevention created by the IMO;
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