Base Prospectus dated 30th March 2015 THIS

Base Prospectus dated 30th March 2015
THIS DOCUMENT IS A FREE TRANSLATION OF THE FRENCH LANGUAGE "PROSPECTUS
DE BASE" DATED 30th MARCH 2015 PREPARED BY SOCIETE D’ETUDE, DE MAITRISE
D’OUVRAGE ET D’AMENAGEMENT PARISIENNE (SEMAPA) (SOCIETE PUBLIQUE LOCALE
D’AMENAGEMENT DE LA VILLE DE PARIS). IN THE EVENT OF ANY AMBIGUITY OR
CONFLICT BETWEEN CORRESPONDING STATEMENTS OR OTHER ITEMS CONTAINED IN
THESE DOCUMENTS, THE RELEVANT STATEMENTS OR ITEMS OF THE FRENCH
LANGUAGE "PROSPECTUS DE BASE" SHALL PREVAIL.
Société d’Etude, de Maîtrise d'Ouvrage et d'Aménagement Parisienne (SEMAPA)
(Société publique locale d’aménagement de la Ville de Paris)
Euro Medium Term Note Programme
of a maximum amount of €340,000,000
which may or may not be guaranteed by a first demand guarantee (garantie à première demande)
limited to 80% of the nominal amount of the relevant series of Notes by Ville de Paris
The Société d’Etudes, de Maîtrise d’Ouvrage et d’Aménagement Parisienne (the Issuer or SEMAPA) may, at any time, under the Euro Medium
Term Note Programme (the Programme) which is subject to the present base prospectus (the Base Prospectus) and in compliance with applicable
legislation, regulations and directives, issue debt notes (the Notes). The Notes may be either guaranteed to the extent of 80% of their nominal amount
by a first demand guarantee (the Guarantee) (the Guaranteed Notes) granted by Ville de Paris (the Guarantor, Ville de Paris or City), or not
guaranteed at all (the Non Guaranteed Notes) as specified in the applicable Final Terms (as defined below). The provisions of the Guarantee are
detailed in this Base Prospectus in the section “Description of the Guarantee applicable to the Guaranteed Notes”
The Guaranteed Notes will be effectively guaranteed only after their issuance as provided in section “Description of the Guarantee applicable to the
Guaranteed Notes”. The Noteholders of Guaranteed Notes will be able to call on the guarantee granted by Ville de Paris after (i) the adoption by Ville
de Paris of a resolution according to which such guarantee is granted and (ii) the signing of the guarantee agreement, which shall be established not
later than the 120th calendar day following the issuance of the relevant series of Guaranteed Notes, and once both of them have become duly
enforceable.
The aggregate nominal amount of Notes outstanding shall not, at any time, exceed Euro 340,000,000 (or the equivalent of such amount in any other
currency, determined on the issue date).
Application may, under certain circumstances be made for Notes to be admitted to trading on Euronext Paris (Euronext Paris). Euronext Paris is a
regulated market as defined in Directive 2004/39/EC dated 21 April 2004 as amended (a Regulated Market). Notes may also be admitted to trading
on another Regulated Market of a member State of the European Economic Area (EEA) or on a non-regulated market or not admitted to trading on
any market. The final terms prepared for an issue of Notes (the Final Terms), based on the form set out in the Base Prospectus, shall specify whether
or not such Notes shall be admitted to trading on a regulated market and shall list, if applicable, the relevant Regulated Market(s). The Notes admitted
to trading on a Regulated Market shall have a nominal amount, specified in the Final Terms, greater or equal to euro 100,000 (or its equivalent in any
other currency) or any other greater amount which could be authorised or requested by any relevant competent authority or any applicable legislation
or regulation. This Base Prospectus has been submitted for the approval of the Autorité des marchés financiers (AMF) which has granted it visa
No. 15-123 on 30th March 2015.
The Notes may be issued in dematerialised form (Dematerialised Notes) or materialised form (Materialised Notes), as more fully described in the
Base Prospectus. Dematerialised Notes will be entered in an account in accordance with articles L. 211-3 et seq. of the French Code monétaire et
financier. No physical document of title shall be issued in respect of Dematerialised Notes.
Dematerialised Notes may be issued, at the option of the Issuer, either (a) in bearer form, inscribed on their date of issue in the books of Euroclear
France (acting as central depositary), which shall credit the accounts of the Account Holders (as defined in “Terms of the Notes - Form,
denomination, title, redenomination and consolidation”) including Euroclear Bank S.A./N.V. (Euroclear) and the depositary bank for Clearstream
Banking, société anonyme (Clearstream, Luxembourg) or (b) in registered form and, in such case, at the option of the relevant Noteholder (as
defined in “Terms of the Notes - Form, denomination, title, redenomination and consolidation”), either in pure registered form (au nominatif pur), in
which case they shall be entered in an account maintained by the Issuer or any registration agent (as specified in the applicable Final Terms) on behalf
of the Issuer, or in administered registered form (au nominatif administré), in which case they shall be entered in the accounts of the Account Holder
nominated by the relevant Noteholder.
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Materialised Notes shall be issued in bearer form only and may only be issued outside France. A temporary global certificate in bearer form without
interest coupons attached (Temporary Global Certificate) shall be issued initially in respect of the Materialised Notes. Such Temporary Global
Certificate shall subsequently be exchanged for Materialised Notes represented by physical notes (Physical Notes) together with, if applicable,
interest coupons, on a date falling at the earliest approximately 40 days after the issue date of the Notes (unless postponed, as described in the section
“Temporary Global Certificates in respect of Materialised Notes”) upon certification that the Notes are not being held by U.S. Persons in accordance
with U.S. Internal Revenue Code of 1986 as modified, as more fully described in the Base Prospectus. The Temporary Global Certificates shall be
deposited (a) in the case of a Tranche (as defined in the section “General Description of the Programme”) intended to be cleared through Euroclear
and/or Clearstream, Luxembourg, on the issue date with a common depositary on behalf of Euroclear and Clearstream, Luxembourg, or (b) in the case
of a Tranche intended to be cleared through a clearing system other than, or in addition to, Euroclear and/or Clearstream, Luxembourg or delivered
outside any clearing system, in the manner agreed between the Issuer and the relevant Dealer (as defined below).
The Issuer has been attributed an AA rating, stable outlook by Fitch France SAS. The Programme has been attributed a AA rating by Fitch France
SAS (Fitch). The Guarantor has been attributed an AA rating by Standard & Poor’s Rating Services (S&P) and AA by Fitch Ratings. Notes issued
under the Programme may or may not be attributed a rating. The rating attributed to the Notes, if any, shall be specified in the applicable Final Terms.
The rating of the Notes may not necessarily be the same as that of the Programme. A rating is not a recommendation to buy, sell or hold Notes and
may be suspended, amended or withdrawn at any time by the relevant rating agency. On the date of the Base Prospectus, Fitch is a rating agency
established in the European Union and registered in accordance with Regulation (EC) No. 1060/2009 of the European Parliament and Council of 16
September 2009 relating to credit rating agencies as amended (the ANC Regulation) and is included on the list of rating agencies published on the
European Financial Markets Authority website (www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the ANC
Regulation.
Investors should be aware of the risks described in the section “Risk factors” before making any decision to invest in Notes issued under this
Programme.
The Base Prospectus, any supplement thereto, the documents incorporated by reference in this Base Prospectus and, so long as any Notes are admitted
to trading on a Regulated Market in accordance with directive 2003/71/CE as amended (the Prospectus Directive), the applicable Final Terms shall
be published on the websites of (a) the AMF (www.amf-france.org) and (b) the Issuer (http://www.semapa.fr) and shall be available for inspection
and obtaining copies, free of charge, during normal office hours, on any day (except on Saturdays, Sundays and public holidays) at the designated
offices of the Fiscal Agent or the Paying Agent(s).
Arranger
HSBC
Dealers
CREDIT AGRICOLE CIB
DEUTSCHE BANK
NATIXIS
2
HSBC
SOCIETE GENERALE CORPORATE &
INVESTMENT BANKING
This Base Prospectus (together with any supplement thereto) constitutes a base prospectus for the
purposes of Article 5.4 of Prospectus Directive containing all relevant information on the Issuer and
on the Guarantor to enable investors to make an informed assessment of the assets, business, financial
position, results and prospects of the Issuer and, as the case may be, of the Guarantor as well as of the
rights attached to the Notes. Each Tranche (as defined in “General Description of the Programme”) of
Notes shall be issued in accordance with the provisions set forth in the “Terms of the Notes” of this
Base Prospectus, as completed by the provisions of the applicable Final Terms agreed between the
Issuer, the relevant Dealers (as defined in “General Description of the Programme”) and, as the case
may be, the Guarantor, at the time of issue of such Tranche. The Base Prospectus (together with any
supplement thereto) combined with the Final Terms shall constitute a prospectus for the purposes of
Article 5.1 of the Prospectus Directive.
In connection with the issue or sale of any Notes, no person has been authorised to provide any
information or make any representation other than as set forth in this Base Prospectus. Otherwise, no
such information or representation may be treated as having been authorised by the Issuer, the
Guarantor, the Arranger or any of the Dealers. Neither the delivery of this Base Prospectus nor any
sale made on the basis of this document shall imply that there has been no adverse change in the
situation, in particular the financial situation, of the Issuer or of the Guarantor since the date of this
document or since the date of the most recent supplement to this prospectus, or that any other
information provided in connection with this Programme is accurate on any date subsequent to the
date on which it was provided or, if different, the date indicated on the document containing such
information.
The distribution of this Base Prospectus and the offering or sale of any Notes may be restricted by law
in certain countries. Neither the Issuer, nor the Guarantor nor the Dealers give any warranty that this
Base Prospectus shall be distributed in accordance with the law, or that the Notes shall be offered in
accordance with the law, in compliance with any applicable registration or any other requirement in
any jurisdiction or pursuant to any available exemption and they shall not be held liable for having
facilitated any such distribution or offering. In particular, neither the Issuer, nor the Guarantor, nor
the Dealers have taken any action with a view to distributing this Base Prospectus in any jurisdiction
where action for such purpose is required. Accordingly, Notes may not be offered or sold, directly or
indirectly, and neither this Base Prospectus nor any other material offering may be distributed or
published in any jurisdiction, except in compliance with all applicable laws and regulations. Persons
into whose possession this Base Prospectus or any Notes may fall must inform themselves about and
comply with such restrictions concerning the distribution of this Base Prospectus and the offering and
sale of Notes. In particular, there are restrictions on the distribution of this Base Prospectus and the
offering and sale of Notes in the United States of America, Japan and the European Economic Area
(notably in France, Italy and the United Kingdom).
The Notes and the Guarantee have not been and will not be registered under the United States
Securities Act of 1933, as amended (the “US Securities Act” as amended) or with any securities
regulatory authority in any state or other jurisdiction of the United States of America and the Notes
may include Materialised Notes in bearer form subject to US tax law requirements. Subject to certain
exceptions, Notes may not be offered, sold or, in the case of Materialised Notes in bearer form,
delivered in the United States of America. Notes shall be offered and sold outside the United States of
America to non-US Persons in accordance with Regulation S.
The section “Subscription and Sale” of this Base Prospectus contains a description of certain
restrictions applicable to the offering, sale and transfer of Notes and distribution of this Base
Prospectus.
This Base Prospectus constitutes neither an invitation nor an offer by or on behalf of the Issuer, the
Guarantor, the Dealers or the Arranger to subscribe for or purchase Notes.
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Neither the Dealers nor the Issuer, nor the Guarantor makes any representation to any prospective
investor in the Notes as to the lawfulness of their investment under applicable laws. Any prospective
investor in the Notes must be capable of assuming the economic risks that its investment in the Notes
implies for an unlimited period of time.
Neither the Arranger nor any of the Dealers has verified the information contained in this Base
Prospectus. Neither the Arranger nor any of the Dealers makes any express or implied representation, or
accepts any liability, as to the accuracy or completeness of any information contained in this Base
Prospectus. The Base Prospectus is not intended to provide the basis of any credit or other evaluation and
must not be treated as a recommendation by the Issuer, the Guarantor, the Arranger or any of the
Dealers to any recipients of this Base Prospectus to buy Notes. Each prospective investor in Notes must
make his own assessment of the relevance of the information contained in this Base Prospectus and his
decision to purchase Notes must be based on such research as he considers necessary. Neither the
Arranger nor any of the Dealers undertake to review the financial situation or affairs of the Issuer or
the Guarantor during the life of this Base Prospectus, nor undertake to pass on to any investor or
prospective investor any information of which they become aware.
In connection with the issue of each Tranche, one of the Dealers may act as stabilisation manager (the
“Stabilisation Manager”). The entity acting as Stabilisation Manager shall be specified in the applicable
Final Terms. For the purposes of an issue, the Stabilisation Manager (or any person acting on behalf of
the Stabilisation Manager) may over-allot Notes or take action with a view to supporting the market
price of the Notes at a level higher than that which might otherwise prevail in the absence of such
action. However, there is no assurance that the Stabilisation Manager (or any person acting on behalf of
the Stabilisation Manager) will undertake such Stabilisation Measures. Such Stabilisation Measures
may only commence after the date on which the final terms of the issue of the relevant Tranche have
been made public and, once commenced, may be terminated at any time and must end no later than
the earlier of the following two dates: (a) 30 calendar days after the issue date of the relevant Tranche
and (b) 60 calendar days after the date of allotment of the Notes of the relevant Tranche. Any
Stabilisation Measures taken must comply with all applicable laws and regulations.
In this Base Prospectus, unless otherwise provided or the context requires otherwise, any reference to
“€”, “Euro”, “EUR” and “euro” refers to the lawful currency in the Member States of the European
Union that have adopted the single currency introduced in accordance with the Treaty establishing the
European Economic Community.
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TABLE OF CONTENTS
Page
General Description of the Programme ................................................................................................................ 6
Risk Factors ........................................................................................................................................................ 12
supplement to the Base Prospectus ..................................................................................................................... 29
Terms of the Notes ............................................................................................................................................. 30
Temporary Global Certificates in respect of Materialised Notes ....................................................................... 58
Description of the Issuer ..................................................................................................................................... 60
Description of the Guarantor ............................................................................................................................ 152
Description of the Guarantee applicable to Guaranteed Notes ......................................................................... 153
Taxation ............................................................................................................................................................ 162
Subscription and Sale ....................................................................................................................................... 165
Form of Final Terms ......................................................................................................................................... 168
General Information ......................................................................................................................................... 181
Responsibility for the Base Prospectus ............................................................................................................ 183
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GENERAL DESCRIPTION OF THE PROGRAMME
The following general description must be read with all the information set forth in this Base Prospectus.
The Notes shall be issued pursuant to the terms agreed between the Issuer and the relevant Dealer(s) and
shall be governed by the Terms specified in pages 30 to 57 of the Base Prospectus.
Terms and expressions defined in the section “Terms of the Notes” hereafter shall have the same meaning in
this general description of the programme.
Société d’Etude, de Maîtrise d’Ouvrage et d’Aménagement Parisienne
(SEMAPA).
Issuer:
Guarantor (only for
Guaranteed Notes):
the
Ville de Paris
Description
Programme:
the
Euro Medium Term Note Programme which may or may not be guaranteed
by a first demand guarantee (garantie à première demande) limited to 80%
of the nominal amount of the relevant series of Notes by Ville de Paris
(the Programme).
of
The Notes will constitute obligations pursuant to French Law and may be
either guaranteed by a first demand guarantee limited to 80% of their
nominal amount (the Guaranteed Notes) provided by Ville de Paris, or
not guaranteed at all (the Non Guaranteed Notes), as provided in the
applicable Final Terms.
Arranger:
HSBC France.
Dealers:
Crédit Agricole Corporate and Investment Bank
Deutsche Bank Aktiengesellschaft
HSBC France
Natixis
Société Générale
The Issuer may, at any time, revoke any Dealer under the Programme, or
appoint further Dealers either for one or several Tranches, or for the
Programme as a whole. Any reference made in this Base Prospectus to the
Permanent Dealers refers to persons named above as Dealers and to any
other person appointed as a Dealer for the Programme as a whole (and who
has not been revoked) and any reference made to Dealers refers to any
Permanent Dealer and any other person named as Dealer for one or several
Tranches.
Fiscal Agent and Principal
Paying Agent:
BNP Paribas Securities Services.
Calculation Agent:
Unless otherwise stipulated in the applicable Final Terms, BNP Paribas
Securities Services.
Maximum Amount of the
Programme:
The aggregate nominal amount of the Notes outstanding shall not, at any
time, exceed euros 340,000,000 (or the equivalent of this amount in any
other currency, calculated at the issue date).
6
The Notes shall be issued under syndicated or non-syndicated issues.
Issuance method:
The Notes shall be issued by series (each a Series), on the same or
different issue date(s), and shall be governed (except for the first interest
payment) by identical terms, the Notes of each Series being fungible
amongst themselves. Each Series may be issued in tranches (each a
Tranche), having the same or different issue dates. The specific terms of
each Tranche shall be set forth in the applicable final terms (the Final
Terms) supplementing this Base Prospectus.
Maturities:
Subject to compliance with all applicable legislation, regulations and
directives, the Notes shall have a minimum maturity of one month and a
maximum maturity such as the Maturity date of each Series of Notes falls
not later than the 11th January 2024 as specified in the applicable Final
Terms.
Currencies:
Subject to compliance with all applicable legislation, regulations and
directives, the Notes may be issued in euros and in any other currency
agreed by the Issuer and the relevant Dealer(s).
Denomination(s):
The Notes shall have the denomination(s) specified in the applicable Final
Terms (the Specified Denomination(s)). Dematerialised Notes shall be
issued in one Specified Denomination only. Notes admitted to trading on a
regulated market shall have a unitary denomination greater than or equal to
euros 100,000 (or the equivalent of this amount in other currencies) or such
other greater amount as may be authorised or required by the relevant
competent authority or by any legislation or regulation applicable to the
Specified Currency.
Dematerialised Notes shall be issued in one denomination only.
The Notes and, if any, related Receipts and Coupons constitute direct,
unconditional, unsubordinated and (subject to the following paragraph)
unsecured obligations of the Issuer which rank pari passu amongst
themselves and (subject to mandatory exceptions under French Law) pari
passu with any other present or future, unsubordinated and unsecured
obligations of the Issuer.
Status of the Notes:
Guarantee (only for
Guaranteed Notes):
the
The Guaranteed Notes will be guaranteed by a first demand guarantee
limited to 80% of their nominal amount provided by Ville de Paris
pursuant to article 2321 of the the French Civil Code (Code Civil).
According to the Guarantee, the Guarantor undertakes to pay to the Note
Holders any amount due under the Guaranteed Notes (capital, interests and
any other amount) to the extend of the guaranteed amounts, in case the
Issuer does not pay, for any reason, all the amounts due under the
Guaranteed Amounts at their maturity date or at the early redemption date.
Negative pledge:
So long as the Notes or, if any, Receipts or Coupons attached to the Notes
remain outstanding, the Issuer will not grant or permit to subsist any
mortgage, pledge, lien or any other security interest upon any of its assets
or revenues, present or future, in order to secure an Indebtedness of the
Issuer (as defined below) contracted or guaranteed by the Issuer, unless the
7
obligations of the Issuer arising under the Notes and, if any, Receipts and
the Coupons benefit from an equivalent and pari passu security interest..
For the purposes of this provision Indebtedness of the Issuer means any
present or future indebtedness, represented by bonds, securities or other
negotiable instruments admitted to trading with a maturity greater than one
year and which are (or are able to be) admitted to trading on any market.
Until the payment of all amounts due under the Guarantee, the Guarantor
will not provide or let exist a mortgage, a pledge, a collateral, a privilege or
any other security on the form of a lien on any of its asset or revenues,
present or future, in order to guarantee an Indebtedness of the Guarantor
(as defined below) contracted or guaranteed by the Guarantor , unless the
obligations of the Guarantor under the Guarantee benefit from an
equivalent and pari passu security interest.
For the purposes of this provision, Indebtedness of the Guarantor means
any actual or future loan liability represented by obligations, bonds or any
other securities with a maturity more than one year which are (or may be)
admitted to trading on a regulated market.
Events of Default:
The terms of the Notes set forth events of default, as described further in
paragraph “Terms of the Notes – Events of default”.
Redemption Amount:
Unless redeemed early, or purchased and cancelled, the Notes shall be
redeemed at the Maturity Date specified in the applicable Final Terms and
at the Final Redemption Amount.
Optional Redemption:
The Final Terms prepared for each issue of Notes will indicate whether or
not they may be redeemed at the option of the Issuer (as a whole or in part)
and/or at the option of the Noteholders before their scheduled maturity
date, and if so, the terms applicable to such redemption.
Early Redemption:
Subject to the provisions of paragraph “Optional Redemption” above, the
Notes shall only be redeemed early at the option of the Issuer for tax
reasons.
Withholding tax:
All payments of principal, interest or other amounts linked to the Notes by
or on behalf of the Issuer shall be made without any withholding or
deduction for any taxes or duties of whatever nature imposed, levied or
collected by or on behalf of France or any authority therein or thereof
having power to tax, unless such withholding or deduction is required by
law.
If French law should require that payments of principal or interest in
respect of any Note, Receipt or Coupon be subject to withholding or
deduction with respect to any taxes or duties whatsoever, present or future,
the Issuer will, to the fullest extent then permitted by law, pay such
additional amounts as may be necessary in order that the holders of Notes,
Receipts and Coupons receive the full amount that would have been
payable in the absence of such withholding or deduction; subject to certain
exceptions described further in section “Terms of the Notes - Taxation” of
this Base Prospectus.
8
Interests Periods and Rates:
For each Series, the duration of interest periods of the Notes, the applicable
interest rate and its calculation method may vary or stay the same, as the
case may be. The Notes may have a maximum interest rate, a minimum
interest rate or both at the same time. The Notes may bear interest at
different rates during the same interest period through the use of accrual
interest periods. All this information will appear in the applicable Final
Terms.
Fixed Rate Notes:
Fixed interest will be payable in arrear at the date(s) for each period
indicated in the applicable Final Terms.
Floating Rate Notes:
Floating Rate Notes will bear interest at the determined rate for each Series
as follows :
(i)
(a)
on the same basis as the floating rate indicated in the relevant Final
Terms applicable to a notional interest rate swap transaction in the
relevant Specified Currency, pursuant to the Fédération Bancaire
Française (the FBF) Master Agreement dated June 2013 relating
to transactions on forward financial instruments supplemented by
the Technical Schedules published by the FBF, or
(b)
by reference to EURIBOR (or TIBEUR in French) or EONIA (or
TEMPE in French),
in each case, as adjusted by any applicable margin and paid at the dates
indicated in the applicable Final Terms.
Zero Coupon Notes:
Zero Coupon Notes may be issued at par or below par and will not pay
interest.
Redenomination:
Notes denominated in a currency of any Member States of the EU which
participate in the single currency of the Economic and Monetary Union
may be redenominated in euros, as more fully described in paragraph
“Terms of the Notes – Form, denomination, title, redenomination and
consolidation”.
Consolidation:
Notes of one Series may be consolidated with Notes of another Series, as
more fully described in paragraph “Terms of the Notes – Form,
denomination, title, redenomination and consolidation”.
Form of the Notes:
The Notes may be issued either in dematerialised form (Dematerialised
Notes) or in materialised form (Materialised Notes).
Dematerialised Notes may be, at the option of the Issuer, issued in bearer
form (au porteur) or in registered form (au nominatif) and, in such case, at
the option of the relevant Noteholder, either in fully registered form (au
nominatif pur) or in administered registered form (au nominatif
administré). No document evidencing title to the Notes will be issued.
Materialised Notes will only be in bearer form. A Temporary Global
Certificate in respect of each Tranche of Materialised Notes will be
initially issued. Materialised Notes may only be issued outside France.
9
Governing Law:
French law. Any claims against the Issuer relating to the Notes, Receipts,
Coupons or Talons shall be brought before the competent court under the
jurisdiction of the Paris Court of Appeal (subject to mandatory provisions
related to territorial jurisdiction of French courts).
Clearing systems:
Euroclear France as a central depositary in relation to Dematerialised
Notes and, in relation to Materialised Notes, Clearstream Luxembourg and
Euroclear or any other clearing system that may be agreed between the
Issuer, the Fiscal Agent and the relevant Dealer.
Notes admitted to trading on Euronext Paris will be cleared by Euroclear
France.
Initial Delivery of
Dematerialised Notes:
The accounting letter (lettre comptable) relating to each Tranche of
Dematerialised Notes shall be delivered to Euroclear France, acting as
central depositary, one Paris business day before the issue date of such
Tranche.
Initial Delivery of
Materialised Notes:
At least on the issue date of each Tranche of Dematerialised Notes, the
Temporary Global Certificate relating to such Tranche shall be delivered to
a common depositary for Euroclear and Clearstream Luxembourg, or to
any other clearing system, or may be delivered outside any clearing system
provided that the method of such delivery has been agreed in advance by
the Issuer, the Fiscal Agent and the relevant Dealer(s).
Issue Price:
The Notes may be issued at their nominal amount or at a discount or
premium to their nominal amount.
Admission to Trading:
On Euronext Paris and/or on any other Regulated Market of the European
Economic Area (EEA) and/or on a non-regulated market as may be
specified in the applicable Final Terms. The applicable Final Terms may
specify that a Series of Notes shall not be admitted to trading.
Rating:
The Programme has been granted a AA - rating by Fitch France SAS
(Fitch). Notes issued under the Programme may be rated or not. The rating
of the Notes, if any, shall be specified in the applicable Final Terms. The
rating of the Notes may not necessarily be the same as that of the
Programme. A rating is not a recommendation to buy, sell or hold Notes
and may be suspended, amended or withdrawn at any time by the relevant
rating agency.
At the date of the Base Prospectus, Fitch is established in the European
Union and registered pursuant to Regulation (EC) No. 1060/2009 of the
European Parliament and the Council dated 16 September 2009 on credit
rating agencies, as amended (the ANC Regulation) and is included on the
list of registered credit rating agencies published by the European
Securities
and
Markets
Authority
on
its
website
(www.esma.europa.eu/page/List-registered-and-certified-CRAs)
in
accordance with the CRA Regulation.
Selling restrictions:
There are restrictions relating to the sale of Notes and the distribution of
the offering materials in different jurisdictions.
10
The Issuer is Category 1 for the purposes of Regulation S under the U.S.
Securities Act of 1933, as amended.
Materialised Notes shall be issued pursuant to Section (U.S. Treas. Reg.)
§1.163-5(c)(2)(i)(D) of the U.S. Internal Revenue Code of 1986 (D Rules)
unless (a) the applicable Final Terms provide that such Materialised Notes
are issued pursuant to Section (U.S. Treas. Reg.) §1.163-5(c)(2)(i)(C) of
the U.S. Treasury regulations (C Rules), or (b) the Materialised Notes are
not issued pursuant to C Rules or D Rules, but under such conditions that
these Materialised Notes shall not constitute “registration required
obligations” by the United States Tax Equity and Fiscal Responsibility Act
of 1982 (TEFRA), in such case the applicable Final Terms shall indicate
that the transaction is outside the scope of the TEFRA rules.
The TEFRA rules do not apply to Dematerialised Notes.
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RISK FACTORS
The Issuer believes that the risk factors described below are material to any decision whether or not to invest
in the Notes and/or may affect its ability to fulfil its obligations to investors under the Notes. Those risks are
unpredictable and the Issuer cannot comment on their potential occurrence.
The Issuer believes that the risk factors described below represent the main risks associated with Notes
issued under the Programme, but they are not however exhaustive. The risks described below are not the
only risks to which an investor in the Notes is exposed. Other risks and uncertainties, unknown to the Issuer
at today’s date or which it does not consider as at the date of this Base Prospectus to be material, may have
a material impact on the risks associated with an investment in the Notes. Prospective investors should also
read the detailed information appearing elsewhere in this Base Prospectus and form their own opinion
before taking any investment decision. In particular, investors must make their own assessment of the risks
associated with the Notes before investing in the Notes and must seek advice from their own tax, financial
and legal advisers on the risks associated with an investment in a given Series of Notes and the suitability of
an investment in the Notes in light of their own specific circumstances.
The Issuer believes that the Notes should only be purchased by investors who are (or act on the advice of)
financial institutions or other professional investors who are able to assess the specific risks associated with
an investment in the Notes.
Any reference below to an Article refers to the corresponding article number in the “Terms of the Notes”
section.
1.
RISK FACTORS RELATING TO THE ISSUER
The risks relating to SEMAPA's activities differ in type and scale, which in turn affects their impact
on the assets that it manages and its financial results.
1.1
Risks relating to changes in the property market
(c)
Property market fluctuations
SEMAPA's activities are exposed to economic factors outside its control and to systemic
risks related to the cyclical nature of the property sector.
Exposure to economic risk (particularly price-related risk) is directly related to SEMAPA's
areas of activity. The risks are inherent to the economic context in which the company
operates, i.e. the property market (from which it generates income), public construction
projects (the source of its expenses). They also arise during the implementation of activities
assigned to SEMAPA.
SEMAPA's areas of activity are by their nature subject to specific risks, including in
particular the cyclical nature of the property sector. Rents and property prices are inherently
cyclical. They follow long-term cycles that vary in length. Property prices follow the cycle
in different ways and to a different extent depending on the property location and category.
Price fluctuations result in particular from the balance of supply and demand in the market,
other investment opportunities (such as financial assets, which are affected by interest rates)
and the general economic context.
12
Indeed, changes in the general economic context, marked by forecasts for low or absent
growth affect and limit future rental increases. The support offered by lowering interest rates
can also be limited or weakened.
The positive effects felt in the property sector (on buildings' capital worth) from lower
interest rates have been offset by recent high tax rises following a departmental vote in
favour of development taxes added to a significant rise in office establishment fees.
It is difficult to forecast economic and property market cycles. This means that SEMAPA
may not always act when market conditions are most favourable. The market context may
also encourage or oblige SEMAPA to postpone some activities.
Economic conditions, such the rate of economic growth, interest, inflation and/or deflation
rates, the level of unemployment, rent review calculations and indices can all change and
adversely affect the property market in which SEMAPA operates.
A long-lasting economic crisis affecting the sectors in which SEMAPA’s co-contractors
operate could have an adverse effect on property prices, rents and market margins, which
may be hard to quantify. Such a crisis could lower or slow the growth of indices to which the
rents of SEMAPA's co-contractors are linked and could restrict demand for property. It
would therefore be likely to affect SEMAPA's ability to honour its obligations under the
Notes.
(d)
SEMAPA's exposure to specific risks related to its property activity
Firstly, there are systemic risks related to the development projects assigned to SEMAPA.
The first is the risk of a crisis in the property sector, which would significantly reduce
income from property charges, which fund development projects.
Secondly, there are risks arising from the economic planning of development projects. The
scale of equipment costs to be borne by the development combined with the level of initial
forecasts can create structural imbalances.
Strategic planning decisions, which alone can adapt developments to the economic context,
affect the nature of these risks and their impact on the development.
In addition to systemic risks, there are also risks related to the property market, including the
fact that there can be significant variations in the price of office space in Paris. This risk
affects the income of development projects. Long-term management of development
projects is a crucial part of the Issuer's role as a developer. Developers need to know how to
market and sell building rights while taking into account the different stages of the property
market cycle.
Notwithstanding the above, the agreements between the Issuer and Ville de Paris specify that
the City can choose to bear the adverse effects relating to such risks on SEMAPA's behalf.
1.2
Operational risks
(a)
Financial operational risks related to SEMAPA's activities
Financial risk related to operational earnings, which could adversely affect SEMAPA's
financial capacity, is contractually borne by Ville de Paris and by its financial guarantee of
any borrowing required during a development, subject to a cap set out in the Development
13
Agreements. SEMAPA's accounts are included for the purposes of setting Ville de Paris'
financial rating due to the City's guarantee of loans for the Paris Rive Gauche project.
The local authority is informed of the financial security of the development through the
annual financial report they receive, which includes revised development budgets, cash-flow
plan and all explanatory information thereon.
(b)
Risks related to the implementation of development projects
The main implementation risks are related to constructability and changes in costs.
The constructability of a development has to be confirmed by urban planning and other
architectural studies in order to avoid any loss of income, which could compromise the
funding of equipment for the development. This risk is identified and quantified in the
annual updates to the Provisional Income and Expenses Statement (Etat Prévisionnel des
Produits et Charges or EPPC).
Cost levels must also be confirmed throughout the implementation stage of a development.
In a long-term development which may exceed 33 years, costs do not necessarily change in
line with income, because both factors depend on different markets, the public construction
works market on the one hand and the property market on the other. In the long-term there is
a risk that changes in the prices of buildable land may not completely cover changes in the
indexed price of public works, which increases in line with other comparable elements or an
external benchmark, such as the indices published by the French National Institute of
Statistics (INSEE).
(c)
Risks relating to the role of project owner
Public infrastructure works in mixed development zones are excluded from the scope of the
law relating to public project contracting known as the "Loi MOP" (the Law).1
However, SEMAPA has been appointed as project owner in relation to tasks that correspond
to those delegated to contracting parties in Title I of the law.2
The company is appointed as project owner by Ville de Paris, through public development
agreements. The main risks related to the company's appointment as project owner arise
from its consequent responsibility for technical, legal and budgetary aspects as well as for
the funding for the whole development.
(d)
Acquisition risks
Acquisitions involve several risks that may affect the solvency of SEMAPA.
The value of acquired assets, including buildings, land, construction sites or developments,
may be lower than forecast, particularly during periods of high economic uncertainty or
regulatory instability.
Hidden defects such as non-compliance with environmental, technical or urban planning
standards may not be covered by acquisition agreements.
1
2
Law no. 85-704 of 12 July 1985 relating to public project contracting.
"After confirming the feasibility and timeliness of the proposed development, the project owner must also determine the location of the
project and set out a schedule, decide on its provisional budget, choose the relevant process governing the project, and agree the contracts
for relevant studies and execution of the work with the selected contractors and businesses."
14
(e)
Risks related to the involvement of external contractors
In carrying out its activities, SEMAPA is exposed to risks related to the involvement of
external contractors, suppliers and sub-contractors in performing some tasks, particularly in
relation to property development, project management, urban planning and other services.
Although the SEMAPA takes particular care in choosing external contractors, it is not able
to guarantee their performance and the quality of services offered by external companies, nor
their compliance with regulation.
The financial difficulties or insolvency of such contractors, suppliers or sub-contractors, a
fall in the quality of their services or output, cost overruns and delays may adversely affect
SEMAPA's activity and financial results, as well as its reputation. Construction site progress
may be slowed and costs increased by, in particular, the replacement of under-performing
contractors by more expensive alternatives, the fact that cost increases cannot be passed on
to clients, potential penalties for delay to be borne by SEMAPA, difficulties in enforcing
guarantees or costs generated by potential litigation. Sub-contractors may be more likely to
fail to fulfil their duties during difficult periods in the construction sector.
(f)
Failure of information systems
In carrying out its activities, SEMAPA uses several IT tools and information systems and
manages several large databases. Information system failure or the destruction or loss of
databases could have an adverse impact on SEMAPA's financial results and the image it
portrays to co-contractors.
(g)
Obsolescence risk
Obsolescence of the buildings and amenities delivered by SEMAPA is an inherent risk
arising from increases in regulation, new professional standards, industry standard practice
or increased requirements from co-contractors.
Quality-control labels and certifications may be required for some activities or impose
additional technical objectives, which are then requested by SEMAPA's co-contractors.
Such is the case with environmental certifications, which are required on most new or
restructured buildings.
Obsolescence risk can reduce the potential value of property assets and the related building
rights marketed by SEMAPA, which may adversely affect its financial situation.
(h)
Risks related to failures to issue administrative authorisations and possible appeals against
issued authorisations
SEMAPA's investments and equipment may be subject to a requirement for administrative
authorisation, prior to the start of construction work or use of such equipment. Such
authorisations may be granted late or refused, following a lengthy decision-making process
by administrative authorities, which is not always controllable. Once issued, the
administrative authorisations may be appealed or withdrawn or may expire. Issuance
processes for administrative authorisations may lead to delays, cost overruns or even the
termination of works and may have material adverse effects on SEMAPA's activities and
financial results.
(i)
Risks relating to the cost of insurance cover and a lack of cover for some risks
15
Insurance costs may increase and it is possible that SEMAPA may not be able to maintain
suitable insurance coverage at a reasonable cost, which could have material adverse effects
on SEMAPA's financial position and results. Moreover, insurance companies may not, in
future, cover some types of risk to which SEMAPA is exposed. Finally, SEMAPA may be
faced with a risk of a default by one of its insurers, which would be unable to pay out the
amounts due.
(j)
Risks related to the renewal or termination of contracts
SEMAPA's activity mainly involves carrying out tasks assigned to it by Ville de Paris.
SEMAPA's future activity therefore depends on Ville de Paris, because only SEMAPA's
shareholders (Ville de Paris, Department of Paris and the Ile-de-France region) may assign
tasks to it.
More generally, SEMAPA's relations with its co-contractors may be altered by unilateral
decision thereof (e.g. by early termination of the contract) or by default thereof (e.g. through
late payment or insolvency), which may have adverse financial consequences for SEMAPA.
(k)
Risks relating to human resources
SEMAPA's human resource management may generate risks, which are principally legal in
nature and due mainly to employment law disputes.
In addition, the departure of a key member of the management team could have adverse
effects on SEMAPA's financial position and/or operating results.
SEMAPA is exposed to difficulties in recruiting and training staff for key roles
(management, supervisory staff and specialists) as well as problems affecting the health and
security of its staff, staff costs, industrial action and staff turnover.
(l)
Risks relating to the Joseph Bédier Porte d’Ivry ZAC
In the event of adverse changes to the financial outlook for the final results of the Joseph
Bédier Porte d’Ivry ZAC development, SEMAPA may have to make provision for a risk of a
loss to be borne by it, if the concession-granting authority's financial support (a contribution
from Ville de Paris) is not amended by a supplement to the development agreement.
This development is governed by the regime established by law no. 2005-809 of 20 July
2005 relating to development concessions, which modified Article L. 300-5 of the French
Urban Planning Code, by specifying that:
"The financial contribution (…) is approved by the concession-granting authority's decisionmaking body (…). Any amendment to this contribution must be subject to a supplement to
the concession agreement, approved by the concession-granting authority's decision-making
body (…)".
1.3
Legal and tax risks
(a)
Risks relating to regulatory developments
SEMAPA and its co-contractors (including the purchasers of property assets and related
building rights) operate in the property market and are therefore obliged to comply with
many binding regulations relating, for example, to property transactions, the construction,
maintenance and renovation of buildings, hygiene, security, the environment, development
16
and urban planning. Changes in the nature, interpretation or application of these regulations
could call into question some of the asset-management practices of SEMAPA and its cocontractors or limit SEMAPA's capacity to rent out or sell assets or to implement its
investment or development programmes. Such developments could increase the costs of
operating, developing, maintaining or renovating SEMAPA's property and adversely affect
the value of its assets.
(b)
Risks relating to changes to the tax environment
SEMAPA is exposed to risks related to changes in applicable tax rules, the interpretation
thereof and the introduction of new taxes or fees such as the territorial economic
contribution (contribution économique territorial). Even though SEMAPA is sometimes
able to pass a part of such fees onto third parties, such changes can have an adverse effect on
its financial position and results.
Furthermore, the complexity, formality and constant changes of the tax environment in
which it carries out its activities create risks of accidental non-compliance with tax rules.
Although SEMAPA takes all due care in this regard, it may be the subject of tax
reassessment proposals and disputes. Any proposal for reassessment or any dispute may
have adverse effects on SEMAPA's financial position and results.
(c)
Risks relating to pre-litigation or litigation proceedings to which SEMAPA is or may be a
party
SEMAPA is mainly active in the area of public works. Tendering processes related thereto
sometimes give rise to disputes, which are generally addressed contractually, through
supplemental agreements, joint expert appraisals or generally within the tendering process,
and rarely proceed to court.
SEMAPA is a party to or may become a party to (i) complaints or disputes in the normal
course of business, mainly in the area of construction and planning permission and (ii) some
other complaints or disputes which, if justified may, given the amounts at issue, their
possible recurrence or their reputational impact, have a material adverse effect on
SEMAPA's activities, financial position or results.
Where applicable, these complaints and disputes are covered in provisions in the company's
accounts for the financial year ended 31 December 2013, on the basis of their likely outcome
and where it was possible to estimate their financial consequences.
The tax framework of development concessions can be the source of disputes with the tax
authorities.
(d)
Third-party appeals against administrative contracts or deeds
Some administrative agreements concluded by the Issuer (e.g. development concessions) or
any other deed, contract or decision by the Issuer, could be categorised as an administrative
agreement. Such an agreement, contract or decision would then be liable to administrative
and litigious appeals, subject to the conditions of ordinary law.
1.4
Industrial and environmental risks
In each industry sector in which it operates, SEMAPA must comply with laws on environmental
protection and on public health and safety, which cover diverse areas such as the use of dangerous
materials (e.g. asbestos or lead), health risks, inspections for termites, lead, energy efficiency and
17
natural and technological risks, risks of fire, explosions, falls, accidents, leaks and floods. The
categories of identified risks can have various consequences including:
 health risks and pollution problems (particularly in soils and underground) can lead to
significant additional costs and delays related to locating and removing toxic substances
or materials during investment or building renovation projects; and
 the risk of an environmental disaster, security threats and more generally, noncompliance with legal and regulatory obligations, which are likely to engage SEMAPA's
civil and, where applicable, criminal liability and to have adverse effects on its
reputation.
1.5
Health and safety risks
SEMAPA considers the health and safety of its staff and third-parties affected by its services as a
major priority and has thus implemented appropriate prevention measures.
All of SEMAPA's activities are subject to laws and regulations relating, in particular, to building
accessibility for disabled people and, the environment and public safety which cover various matters,
including the ownership or use of classified facilities, the use, storage or handling of toxic substances
or materials in constructions and the conducting of technical tests on asbestos, lead, termites, gas and
electricity installations, energy efficiency and natural and technological risks. Changes to this legal
framework can make development projects more complex and expensive to complete.
In addition, building construction or rehabilitation works generate site risks and visitors to the
buildings may suffer accidents. These situations engage the civil and, where appropriate, criminal
liability of SEMAPA and/or its management and adversely affect its reputation.
1.6
Financial risks
(a)
Market risks
SEMAPA's market risks mainly include:
(b)

market risk: holding assets for long periods or holding assets available for sale exposes
SEMAPA to risks that the value of these assets will fluctuate;

interest rate risk;

exchange rate risk, in the event that, following a market disruption, SEMAPA has to
borrow in a currency other than the Euro, in which case SEMAPA would take out
exchange rate contracts to neutralise the exchange rate risk; and

liquidity risks: funding for SEMAPA's activities and investments depends on its ability
to mobilise financial resources, particularly in the form of bank loans and bonds.
SEMAPA could, in some cases (e.g. following debt market disruption, events affecting
the property sector, a contraction of banks' lending facilities or a fall in SEMAPA's
credit rating), face difficulties in raising funds or have to borrow under less favourable
conditions than it currently does.
SEMAPA's financial dependence on Ville de Paris
In April 2012, SEMAPA changed its status to become a public local development company
(Société Publique Locale d'Aménagement). The SEMAPA has an exclusively public
shareholding structure, which breaks down as follows: Ville de Paris (66%), Department of
Paris (26%) and Ile-de-France region (8%). Its status as a public local development company
18
means that the Issuer carries out its activities exclusively on behalf of its shareholders on the
territory of its shareholder local authorities and groups of local authorities. Since Ville de
Paris is SEMAPA’s majority shareholder and plays a primary role in the projects assigned to
it, SEMAPA's financial resources depend on decisions of Ville de Paris to assign
development projects to it.
SEMAPA carries out its activities under multi-year contracts, which include both elements
of income (land sales, contributions from concession-granting authority) and expenses
(construction works, land purchases and related fees). A balance of income and expenses is
ensured through prior studies and annual reviews. In this context, SEMAPA is partly
financially dependant on Ville de Paris, in that it receives contributions from it as
concession-granting authority.
In addition to the legal, regulatory and tax changes that can occur during long-term
contracts, through its relations with Ville de Paris, SEMAPA is dependent on public
authorities which may have the power unilaterally to modify or cancel (in exchange for
compensation) the terms and conditions of ongoing contracts (including public service
delegation contracts, public-private partnership agreements and concession agreements).
Moreover, to meet its funding requirements, SEMAPA has recourse to multi-year bank loans
from several banks, which are generally guaranteed by Ville de Paris (limited to a cap of
80% of borrowing). By way of example, for the financial year ended 31 December 2013,
Ville de Paris guaranteed 80% of bank borrowing.
(c)
The dependence of SEMAPA's rating on Ville de Paris
Ville de Paris is SEMAPA's majority shareholder and its principal client, and therefore
SEMAPA is closely financially dependant on it. This is also reflected in the dependence of
SEMAPA's financial rating on the financial rating of the City and changes thereto.
(d)
Risks relating to the size of SEMAPA's funding requirements
Development concessions require considerable funding due to their long lifecycle, which can
last up to five or six years. This means that SEMAPA's business is reliant on its ability to
find necessary finance, which represents a risk where credit is restricted.
The funding requirements of development projects are generally characterised by negative
cash flow covered by loan finance. This situation is likely to continue in the next few years,
given forecast inflows and outflows, and to lead to the negotiation of new lending facilities
following the end of the banking consultation launched at the end of 2013.
Credit, liquidity and cash flow risk are reduced by the use of multi-year bank finance from
several banks, backed by guarantee of Ville de Paris (capped at 80% of the borrowed
amount).
Funding requirements are directly related to the developer's activities and the scale of the
Paris Rive Gauche development. The developer funds equipment and works (on roads,
utilities networks, etc) before receiving the income from the sale of building rights (of plots
sold) or contributions (which are contractually agreed).
The scale of these expenses (of tens of millions of Euros) and the lifecycle of a development
(of several years), results in a structural funding requirement for operating funds of hundreds
of millions of Euros.
19
Given the scale of the funding requirement, funding strategies cannot be mainly based on the
company's own funds nor on shareholder contributions. Therefore, external finance is
necessary.
Loan facilities guaranteed by Ville de Paris have been agreed with several banks since the
start of Paris Rive Gauche in 1992-1996, for a total amount of 3.1 billion Francs
(approximately €473M). There was a refinancing in 2006 (for the remaining €142M) and
additional funding in 2010 (€215M in three instalments). This strategy continues and total
refinancing of the development is expected by the end of 2015 (for €450 to 500M).
Cash-flow policy is directly affected by funding requirements. To mitigate financing costs,
there is some flexibility in existing loan facilities (i.e. some restructuring capacity) to reduce
cash-flow. When cash-flow is positive (inflows from sales exceed outflows from works and
acquisitions), the company makes short-term investments.
(e)
Financing risks arising from the short maturity of SEMAPA's debt and the economic model
related to its business
Development projects assigned to SEMAPA are long-term projects with significant funding
requirements. These requirements are completely or partially covered by access to external
finance. Due to the demands of SEMAPA's financial lenders, the average maturity of its
debt is less than or equal to 10 years. However, development projects generally take longer
than 10 years and most of the income therefrom is generally only received by SEMAPA
after completion of the development activities, following the sale of property charges.
Consequently, SEMAPA has to refinance its debt to cover the requirements of its
development projects.
Generally SEMAPA's debt maturity depends on the deadlines for development activities set
out in each agreement. At the end of the 2013 financial year, SEMAPA's debt maturity was
limited to the beginning of 2016, in line with the deadline for the Paris Rive Gauche
concession as it was before the supplemental agreement dated 28 August 2012.
This supplemental agreement set a new deadline of 2024 for Paris Rive Gauche, leading
SEMAPA to agree €150M of new finance in the first half of 2014, with terms continuing up
until 2018 to 2020.
2.
RISKS RELATING TO THE GUARANTOR
(a)
Industrial and environmental risks
Ville de Paris is not exposed to industrial or environmental risks.
(b)
Legal risks relating to enforcement proceedings
As a legal entity governed by public law, Ville de Paris is not subject to private law
enforcement proceedings pursuant to the principle of the exemption from seizure of assets
belonging to public law legal entities (Court of Cassation, 1st Civil Chamber, 21 December
1987 Bureau de recherches géologiques et minières c/ SociétéLloyd Continental, Bulletin
Civil I, no. 348, p. 249). Consequently, and like any other public law legal entity, Ville de
Paris is not subject to the collective procedures set out in the French Code de Commerce
(Paris Court of Appeal, 3rd Chamber sect. B, 15 February 1991, Centre national des
bureaux régionaux de fret, nos. 90-21744 and 91-00859).
(c)
Property risks
20
The property risks facing the Guarantor relate to any damage, harm or physical loss or
destruction that may affect its fixed and movable assets, including such as may arise from a
natural disaster, fire, act of terrorism, etc.
Furthermore, the Guarantor's activities and operations are likely to present risks for example
related to property damage, particularly affecting its vehicles or the activities of its
representatives and elected officials.
The Guarantor has publicly procured suitable insurance coverage for the different risks
related to its property.
(d)
Financial risks
With regard to financial risks, the legal framework for local authority borrowing limits
insolvency risks.
Article 2 of law no. 82-213 of 2 March 1982 relating to the rights and freedoms of French
communes, départements and régions, removed any State supervision over the acts of local
authorities. This development led to a recognition of local authorities' full and complete
freedom to agree their own financing and a liberalisation and generalisation of the rules
applicable to local authority borrowing. Since then, local authorities have been free to
borrow and their relations with lenders are governed by private law and freedom to contract.
However, such freedom is subject to borrowing in accordance with the following principles,
which specify that:
(i)
loans must be exclusively used to fund investments; and
(ii)
capital repayments must be covered by an authority's own resources.
Furthermore, debt servicing, either by repaying capital or paying financial fees, is an
obligatory expense. Pursuant to the law (Articles L.2321-1 et seq. of the French General
Local Authorities Code), debt interest and repayment of capital are obligatory expenses for
an authority. Consequently, these expenses must be recorded in the authority's budget.
Failing this, there is a legislative procedure (Article L.1612-15 of the French General Local
Authorities Code) allowing the Prefect, upon the opinion of the Chambre Régionale des
Comptes, to record the expense on the authority's budget. Moreover, in the absence of
payment of an obligatory expense, there is a further legislative procedure (Article L.1612-16
of the French General Local Authorities Code) allowing the Prefect to make the payment of
its own accord.
The obligatory nature of debt repayment therefore constitutes robust protection for lenders.
However, Noteholders remain exposed to the Guarantor's credit risk. Credit risk means the
risk that the Guarantor may be incapable of meeting its financial obligations under the
Notes, leading to a loss for the investor.
(e)
Risks relating to derivative products
The use of financial contracts (i.e. derivatives such as swaps, caps, tunnels, etc) is only
permitted to hedge against interest rate or exchange rate risk, as indicated in inter-ministerial
circular NOR/IOCB1015077C of 25 June 2010 relating to financial products offered to local
authorities and their public institutions. Speculative activities are strictly prohibited. Ville
21
de Paris follows a prudent policy with regard to interest rate risk: it aims to protect the city's
debt against an increase in rates, while reducing its cost.
The Guarantor does not take on any additional exchange rate risk because when it issues
notes in foreign currencies it agrees currency exchange contracts for currencies towards the
Euro from the outset.
(f)
Risks of changes in income
As a local authority, Ville de Paris is exposed to potential changes in its legal and regulatory
environment, which could change the structure and performance of its financial resources,
particularly with regard to allowances paid by the State. However, local tax revenue
represents most of Ville de Paris' operating income. This is in accordance with the principle
of financial autonomy guaranteed by Article 72-2 of the Constitution of 4 October 1958,
under which "tax revenue and other own revenue of territorial authorities shall, for each
category of territorial authority, represent a decisive share of their revenue."
3.
RISKS RELATING TO THE GUARANTEE OF THE GUARANTEED NOTES
3.1
Limitation of the Guarantee
The Guarantee will be limited to 80% of the nominal amount of the Guaranteed Notes. Because of
this limitation no Noteholder will be able to obtain in repayment of the amounts that are dues to him
in principle or in interests more than 80% of the total nominal amount of the Guaranteed Notes that
the Noteholder holds.
3.2
The Guarantee will be subsequent to the issuance of the notes and may not be granted
The Noteholders benefit from an effective guarantee only after the issuance according to the
provisions set out in the paragraph “Description of the Guarantee applicable to the Guaranteed
Notes”. Indeed, the Holders of the Guaranteed Notes will be able to call the guarantee granted by
Ville de Paris only after (i) the approval by Ville de Paris of the resolution granting such a guarantee
and (ii) the signing of the guarantee agreement and only after theses documents have become
enforceable.
Each Guarantee shall be subject to a specific resolution of Ville de Paris and to a separate guarantee
agreement, both of which will be established the date of the issuance of the series of Guaranteed
Notes. Each Guarantee shall be granted not later than the 120th calendar day following the date of
issuance of the relevant series of Guaranteed Notes. In case Ville de Paris does not grant the
Guarantee in the set period of 120 calendar days, if the Noteholders do not exercise the early
redemption option from which they benefit pursuant to Article 6.5 of the Terms and Conditions, the
value of the relevant Guaranteed Notes on the secondary market, which will not benefit from any
guarantee granted by Ville de Paris, may be adversely affected.
3.3
Third party action
A third party, having legal standing, may bring an action for abuse of authority before the
administrative courts against any resolution of Ville de Paris (other than a resolution which
constitutes an act which is independent from an administrative contract) and/or against the decision
of Ville de Paris to sign contracts governed by private law within two (2) months after its publishing
and, if appropriate, seek an order of it to be suspended.
If the action in abuse of authority against a resolution or against a decision is preceded by an
administrative action or in some other circumstances, the above mentioned two (2)-month deadline
22
may be extended. In addition, if the relevant resolution or decision has not been published correctly,
the actions may be brought by any third party having a legal standing and this without limitation in
time.
In case of action for abuse of authority, the administrative judge may annul the relevant act as a
whole or in part, if he considers it to be illegal, which may lead to the illegality the contract or the
contracts entered into under this act.
In case Ville de Paris enters into an administrative contract, a third party having a legal standing can
bring an action to the administrative courts exercising an unlimited authority against such a contract
or against some of its non regulatory clauses which are separable from the rest of the contract, within
two (2) months from the accomplishment of the necessary publicity measures and, as the case may
be, ask for the suspension of the act. In addition, if the administrative contract has not been
published correctly, the actions can be brought by any third party having a legal standing and this
without limitation.
If the judge finds a defect in contract making it void, the judge can, after having measured its
importance and its consequences and after having taken in mind the nature of these defects, decide to
terminate the contract.
3.4.
Verification of legality
The Préfet of Région Ile-de-France, has two months as from the date of the delivery to the préfecture
of any resolution of Ville de Paris and of some contracts entered into by it to verify the legality of
the concerned resolutions and/or decision to sign the relevant contract(s) and, if he considers them to
be illegal, to refer them to the concerned administrative tribunal and, if appropriate, seek an order for
them to be suspended. The relevant administrative tribunal may then, if it considers the relevant
resolution and/or decision to sign the concerned contract(s) to be illegal, order their suspension or
annul them in whole or in part
4.
RISKS RELATED TO THE NOTES
4.1
General risks related to the market
The debt instruments market may be volatile and adversely affected by events
The debt securities market is affected by economic and market conditions and, to varying degrees,
by interest rates, exchange rates and inflation in other European and industrialised countries. No
assurance can be given that events in France, Europe or elsewhere will not cause market volatility or
that such market volatility will not adversely affect the value of the Notes or that economic and
market conditions will not have other adverse effects.
An active market in the Notes may not develop or be sustained
No assurance can be given that an active market in the Notes will develop or that, if such market
does develop, that it will be sustained or offer sufficient liquidity. If an active market in the Notes
does not develop or is not sustained, the market value or price and liquidity of the Notes may be
adversely affected. Therefore, investors may not be in a position to easily sell their Notes or to sell
them at a price offering a return comparable to similar products for which an active market has
developed.
The Issuer has the right to purchase Notes, on the terms set forth in Article 6.8, and the Issuer may
issue new Notes, on the terms set forth in Article 14. Such actions may favourably or adversely
23
affect the value of the Notes. If additional or competing products are brought on to the markets, this
may adversely affect the value of the Notes.
Exchange rate and exchange control risks
The Issuer pays the principal and interest on the Notes in the currency specified in the applicable
Final Terms (the Specified Currency). This presents certain currency conversion risks if the
investor’s financial activities are principally conducted in a different currency or monetary unit (the
Investor’s Currency) than the Specified Currency. Such risks include the risk that exchange rates
may fluctuate significantly (including fluctuations due to devaluation of the Specified Currency or
revaluation of the Investor’s Currency) and the risk that the authorities with jurisdiction over the
Investor’s Currency may impose or modify exchange controls. An increase in the value of the
Investor’s Currency compared to the Specified Currency would reduce (i) the equivalent yield of the
Notes in the Investor’s Currency, (ii) the equivalent value in the Investor’s Currency of the principal
payable on the Notes and (iii) the equivalent market value in the Investor’s Currency of the Notes.
The government and the monetary authorities may impose (as has happened in the past) exchange
control measures that may adversely affect exchange rates. Accordingly, investors may receive
payment of an amount in principal or interest less than expected, or even receive neither interest nor
principal.
Risks related to rating
The Programme has been rated AA- by Fitch. Independent credit rating agencies may assign a rating
to Notes issued under this Programme. Such rating does not reflect the potential impact of the risk
factors described in this section and all other risk factors that may affect the value of the Notes
issued under this Programme. A rating does not constitute a recommendation to buy, sell or hold
Notes and may be revised or withdrawn at any time by the rating agency.
4.2
General risks related to the Notes
The Notes may not be an appropriate investment for all investors
An investment in the Notes may not be appropriate for all investors. Such instruments may be
acquired as a way to reduce risk or enhance yield with an understood, measured and appropriate
additional risk to their overall investment portfolio. A prospective investor should not invest in Notes
which are complex financial instruments unless it has the expertise (either alone or with the
assistance of its financial adviser) to evaluate how the Notes will perform under changing conditions,
the resulting effects on the value of the Notes and the impact this investment will have on the
prospective investor's overall investment portfolio.
Each prospective investor must determine, based on his own assessment and with the assistance of
any adviser he may consider appropriate in the circumstances, the suitability of an investment in the
Notes in light of his personal circumstances. In particular, each prospective investor should:
(a)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the relevant Notes and the information contained in this Base
Prospectus or any applicable supplement and in the applicable Final Terms;
(b)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of
its particular financial situation and attitude to risk, an investment in the relevant Notes and
the impact such the Notes might have on its overall investment portfolio;
24
(c)
have sufficient financial resources and liquidity to bear all of the risks of an investment in
the Notes;
(d)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any
relevant reference rates and financial markets; and
(e)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear
the relevant risks.
The Notes may be redeemed prior to maturity
If, at the time of redemption of principal or payment of interest, the Issuer is obliged to pay
Additional Amounts in accordance with Article 8.2, it may reimburse the Notes in full at the Early
Redemption Amount together with, unless provided otherwise in the applicable Final Terms, all
interest accrued until the relevant redemption date.
Similarly, if it becomes unlawful for the Issuer to fulfil or comply with its obligations under the
Notes, the Issuer may, in accordance with Article 6.10, redeem the Notes, in full but not in part only,
at the Early Redemption Amount together with all interest accrued until the relevant redemption
date.
The Final Terms of an issue of Notes may include an early redemption option of the Issuer. In such
case, the yield at the time of the early redemption may be lower than expected and the value of the
amount redeemed may be less than the purchase price of the Notes paid by the Noteholder.
Consequently, part of the capital invested by Noteholders in the Notes may be lost, resulting in the
Noteholder receiving less than the full amount of capital invested. Furthermore, in the event of early
redemption, investors who decide to reinvest the funds they receive may only be able to reinvest in
securities that offer lower returns than the redeemed Notes.
The Noteholders of the Guaranteed Notes can, at their discretion, ask for the early redemption of the
whole or a part of their Guaranteed Notes at par plus all the interests accrued if the Guarantor does
not grant the concerned Guarantee before the 120th calendar day following the issuance date of the
Guaranteed Notes. The Guaranteed Notes for which this redemption option is not exercised can have
a limited liquidity on the secondary market in view of the early redemption requests. In addition, the
investors who request the redemption of their Guaranteed Notes can be unable to reinvest the funds
coming from this early redemption at the same level as the Guaranteed Notes that have been
repayed.
Risks relating to optional redemption by the Issuer
The market value of the Notes may be affected by the optional redemption of the Notes at the option
of the Issuer. During the periods where the Issuer can exercise such redemptions, in general, this
market value does not substantially increase above the price at which the Notes may be redeemed.
This can also be the case before any redemption period.
It can be expected that the Issuer redeems the Notes when its borrowing costs are lower than the
interest rate of the Notes. In such case, an investor will not, generally, be able to reinvest the
proceeds of the redemption at an actual interest rate as high as the interest rate of the redeemed Notes
and may only be able to invest in Notes that offer a significantly lower yield. Prospective investors
must also take into account the risk linked to the reinvestment in the light of other available
investments at the time of the investment.
25
Amendment of the Terms of the Notes
Noteholders will be grouped for the defence of their common interests in a Masse (as defined in
Article 11 of the Terms of the Notes "Representation of Noteholders") and may hold general
meetings of Noteholders. The Terms of the Notes provide that in certain cases Noteholders, not
present or represented at a general meeting, may be bound by resolutions voted by Noteholders who
were present or represented, even if they disagree with the decision.
The general meeting of Noteholders may, subject to the provisions of Article 11 of the Terms of the
Notes "Representation of Noteholders", deliberate on any proposal relating to the modification of the
Terms of the Notes, notably on any proposal, whether for arbitration or settlement, relating to rights
that are in dispute or the subject of judicial decision.
Change of law
The Terms of the Notes are governed by French law as of the date of this Base Prospectus. No
assurance can be given as to the consequences of any judicial decision or any change of French law
or regulation subsequent to the date of this Base Prospectus.
Taxation
Prospective purchasers and sellers of the Notes should be aware that they may be required to pay
taxes or documentary charges or duties in accordance with the laws and practices of the country
where the Notes are transferred or in other jurisdictions. In some jurisdictions, no official statements
of the tax authorities or court decisions on the tax treatment of securities such as the Notes are
available.
Prospective investors are advised not to rely upon the tax summary contained in this Base Prospectus
but to ask for their own tax adviser's advice based on their individual situation with respect to the
acquisition, holding, proceeds, sale and redemption of the Notes. Only these advisors are in a
position to duly consider the specific situation of a prospective investor.
These considerations relating to investment in the Notes should be read in connection with the
"Taxation" section of this Base Prospectus.
European Directive on the taxation of savings income
The directive on the taxation of savings income in the form of interest payments (2003/48/EC)
adopted by the Council of the European Union on 3 June 2003 (the Savings Directive) requires each
Member State to provide to the tax authorities of another Member State detailed information on all
payments of interest or similar income as defined in the Savings Directive made by any paying agent
in its jurisdiction to any physical person resident in such other Member State, or to certain limited
kinds of entity established in such other Member State. On 24 March 2014, the Council of the
European Union adopted a directive amending and widening the scope of certain of the requirements
described above. The Member States are obliged to apply these new changes as from 1 January
2017. The amendments widen the scope of payments covered by the Savings Directive, in particular
by including certain additional types of income derived from securities. The Directive also widens
the circumstances under which payments which indirectly benefit a physical person resident in a
Member State must be disclosed. This approach may apply to payments made or attributed for the
benefit of, or by, persons, entities or legal structures (including trusts), where certain conditions are
met, and may, in certain circumstances, apply where the person, entity or structure is established or
effectively managed outside the European Union. During a transitional period, Austria is instead
obliged to implement a withholding tax system concerning such payments (such transitional period
is expected to end on the signing of certain other accords relating to the exchange of information
26
with various other countries). The changes referred to above will widen the scope of payments
subject to withholding tax in Member States which continue to impose a withholding tax once they
are implemented. Several countries and territories outside the EU, including Switzerland, have
adopted similar measures (a withholding tax system in the case of Switzerland). The current
withholding tax rate applicable to such payments is 35%.
If a payment in respect of the Notes is made or collected through a Member State which has opted
for the withholding tax system and if such payment is subject to any levy or withholding by virtue of
any tax or duty, present or future, neither the Issuer, nor any paying agent, nor any other person shall
be obliged to pay any additional amounts in respect of the Notes as a result of the imposition of such
tax or withholding. The Issuer must appoint and maintain a Paying Agent in a Member State in
which it is not obliged to make such withholding.
Proposed European financial transactions tax (FTT)
The European Commission has published a proposal for a Directive for a common FTT in Belgium,
Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the
participating Member States).
The FTT has very broad scope and could, if introduced in its current form, apply to certain dealings
in the Notes (including secondary market transactions) in certain circumstances. The issuance and
subscription of Notes should, however, be exempt.
Under current proposals, the FTT could apply in certain circumstances to persons both within and
outside of the participating Member States. Generally, it would apply to certain dealings in the Notes
where at least one party is a financial institution, and at least one party is established in a
participating Member State. A financial institution may be, or be deemed to be, "established" in a
participating Member State in a broad range of circumstances, including (a) by transacting with a
person established in a participating Member State or (b) where the financial instrument which is
subject to the dealings is issued in a participating Member State.
The FTT proposal is the subject of negotiation between the participating Member States. It may
therefore be altered prior to any implementation, the timing of which remains unclear. Additional
EU Member States may decide to participate. Prospective holders of the Notes are advised to seek
their own professional advice in relation to the FTT.
Loss of investment in the Notes
The Issuer reserves the right to purchase Notes, at any price, on the stock exchange or otherwise, in
accordance with applicable regulations. Although this does not impact on the normal schedule for
redemption of the Notes remaining outstanding, it would however reduce the yield of the Notes
redeemed early. Similarly, in the event of change of the taxation rules applicable to the Notes, the
Issuer may be obliged to redeem the Notes in full at the Early Redemption Amount as defined in the
applicable Final Terms. Any early redemption of the Notes may result in the Noteholders receiving a
yield significantly below their expectations.
Also there is a risk that the Notes will not be redeemed on their maturity date if the Issuer is no
longer solvent. The non-redemption or partial redemption of the Notes would de facto result in a
total or partial loss of investment in the Notes.
Finally, any sale of a Note on the market may occur at a price below the purchase price and cause a
capital loss. Under this transaction, the Investor does not benefit from any capital protection or
guarantee. The initial invested capital is exposed to market risks and may thus not be returned in the
event of adverse stock market performance.
27
4.3
Risks related to a specific issue of Notes
Floating Rate Notes
A key difference between Floating Rate Notes and Fixed Rate Notes is that interest payments on
Floating Rate Notes cannot be predicted. Due to fluctuations in interest payments, investors cannot
determine the actual yield on the Floating Rate Notes at the time of purchase, and therefore their
investment returns cannot be compared to investments with longer fixed interest periods. If the terms
of the Notes specify frequent interest payment dates, investors are exposed to reinvestment risk if
market interest rates fall. In such case, investors will only be able to reinvest their interest income at
a potentially lower prevailing interest rate.
Accordingly, the market value of Floating Rate Notes may be volatile if changes, in particular short
term changes, on the interest rate market applicable to the relevant rate cannot be applied to the
interest rate of such Notes until the next periodic adjustment of the relevant rate.
Fixed Rate Notes
It cannot be ruled out that the value of Fixed Rate Notes may be adversely affected by future
fluctuations on the interest rate markets.
Fixed-to-Floating /Floating-to-Fixed Rate Notes
Fixed-to-Floating /Floating-to-Fixed Rate Notes may bear interest at a fixed rate which the Issuer
may opt to convert to a floating rate, or at a floating rate which the Issuer may opt to convert to a
fixed rate. The conversion option available to the Issuer may affect the secondary market in and
market value of the Notes to the extent that the Issuer may opt to convert the rate at a time when this
would enable it to reduce its overall borrowing costs. If the Issuer converts a fixed rate to a floating
rate, the Fixed-to-Floating Rate Note rate spreads may be less favourable than the spreads on
Floating Rate Notes with the same benchmark. Furthermore, the new floating rate may be lower at
any time than the interest rate on other Notes. If the Issuer converts a floating rate to a fixed rate, the
fixed rate may be lower than the rate applicable to its other Notes.
Zero Coupon Notes and other Notes issued below par or with an issue premium
The market value of Zero Coupon Notes and other securities issued below par or with an issue
premium tends to be more sensitive to fluctuation due to variations in interest rates than typical
interest-bearing securities. Generally, the longer the maturity of the Notes, the more the price
volatility of such Notes resembles that of typical interest-bearing securities of similar maturity.
28
SUPPLEMENT TO THE BASE PROSPECTUS
Any new material fact or any material error or inaccuracy concerning the information contained in the Base
Prospectus, which may have a substantial impact on any assessment of the Notes and which occurs or
becomes apparent after the date of this Base Prospectus, must be mentioned in a supplement to this Base
Prospectus, in accordance with article 212-25 of the AMF General Regulations. The Issuer undertakes to
submit the above-mentioned supplement to the Base Prospectus for approval at the AMF and to give to each
Dealer and to the AMF at least one copy of this supplement.
Any Base Prospectus supplement shall be published on the websites of (a) the AMF (www.amf-france.org),
(b) the Issuer (http://www.semapa.fr) and (c) shall be available for inspection and obtaining copies, free of
charge, during normal office hours, on any day of the week (except Saturdays, Sundays and public holidays)
at the designated offices of the Fiscal Agent or the Paying Agent(s).
29
TERMS OF THE NOTES
The following is the text of the terms and conditions that, subject to completion in accordance with the
provisions of the applicable Final Terms, shall apply to the Notes (the Terms). In the case of Dematerialised
Notes, the text of the terms and conditions of the Notes shall not appear on the reverse side of the Physical
Notes evidencing title thereto, but shall be constituted by the following text as completed by the provisions of
the applicable Final Terms. In the case of Materialised Notes, either (i) the full text of these terms and
conditions together with the relevant provisions of the applicable Final Terms (as the same may be
simplified by deletion of non-applicable terms) or (ii) the complete text of the terms and conditions, shall
appear on the reverse side of the Physical Notes. All terms beginning with a capital letter and not defined in
these Terms and Conditions shall have the meaning given to them in the applicable Final Terms. References
made in the Terms and Conditions to the Notes refer to the Notes of a single Series and not to all Notes as
may be issued under the Programme. The Notes constitute bonds (obligations) as defined under French law.
The Notes are issued by the Société d’Etude, de Maîtrise d’Ouvrage et d’Aménagement Parisienne
(SEMAPA) (the Issuer or the SEMAPA) in series (each a Series), on the same issue date or on different
dates. The terms and conditions of the Notes of any Series shall (with the exception of the issue date, the
issue price, the nominal amount and the first interest payment) be identical, the Notes of each Series being
fungible. Each Series may be issued in tranches (each a Tranche), on the same issue date or on different
issue dates. The Notes shall be issued in accordance with the Terms of this Base Prospectus, as supplemented
by the provisions of the applicable final terms (the Final Terms) relating to the specific terms of each
Tranche (including the issue date, the issue price, the first interest payment and the nominal amount of the
Tranche), shall be set forth in the final terms (the Final Terms) supplementing this Base Prospectus. The
Notes will either be guaranteed to the extend of 80% of their nominal amount by a first demand guarantee
(the Guarantee) (the Guaranteed Notes) granted by Ville de Paris (the Guarantor, Ville de Paris or City),
or not be guaranteed (the Non Guaranteed Notes), as provided in the applicable Final Terms. A fiscal
agency agreement (as amended and supplemented, the Fiscal Agency Agreement) relating to the Notes was
entered into on 30th March 2015 between the Issuer, BNP Paribas Securities Services as fiscal agent and
principal paying agent and the other agents appointed therein. The fiscal agent, the paying agents and the
calculation agent(s) for the time being (where relevant) are referred to below respectively as the Fiscal
Agent, the Paying Agents (such term including the Fiscal Agent) and the Calculation Agent(s). Holders of
interest coupons (Coupons) relating to interest-bearing Materialised Notes and, if applicable to such Notes,
talons for additional Coupons (Talons) and holders of payment receipts relating to instalments of principal
payable on Materialised Notes (Receipts) whose principal is redeemable by instalments, shall be referred to
as Couponholders and Receiptholders respectively.
The term “day” in these Terms refers to a calendar day, unless specified otherwise.
Any reference below to Article refers to the numbered articles below, unless the context requires otherwise.
1.
FORM, DENOMINATION, TITLE, REDENOMINATION AND CONSOLIDATION
1.1
Form
The Notes may be issued either in dematerialised form (Dematerialised Notes) or in materialised
form (Materialised Notes), as specified in the applicable Final Terms.
(a)
Title to Dematerialised Notes is evidenced by entry in an account, in accordance with
articles L. 211-3 et seq. of the French Code monétaire et financier. No physical document of
title (including certificates of title in accordance with article R. 211-7 of the French Code
monétaire et financier) shall be issued in respect of Dematerialised Notes.
30
Dematerialised Notes (as defined in articles L. 211-3 et seq. of the French Code monétaire et
financier) are issued, at the option of the Issuer, either in bearer form, inscribed in the books
of Euroclear France (acting as central depositary) which shall credit the accounts of the
Account Holders, or in registered form, and in such case either, at the option of the relevant
Noteholder, in administered registered form (au nominatif administré), entered in the
accounts of an Account Holder nominated by the relevant holder of the Notes, or in pure
registered form (au nominatif pur), entered in an account maintained by the Issuer or any
registration agent (specified in the applicable Final Terms) acting on behalf of the Issuer (the
Registration Agent).
Unless expressly excluded by the applicable Final Terms and to the extent permitted by
applicable law, the Issuer may at any time request the central depositary to provide
information enabling Noteholders to be identified, such as their name, company name,
nationality, date of birth or year of incorporation and address or, as the case may be, e-mail
address of holders of Dematerialised Notes in bearer form3
In these Terms, Account Holder means any intermediary authorised to hold securities
accounts, directly or indirectly, with Euroclear France and includes Euroclear Bank
S.A./N.V., as operator of the Euroclear system (Euroclear) and Clearstream Banking,
société anonyme (Clearstream, Luxembourg).
(b)
Materialised Notes are issued in bearer form only. Materialised Notes represented by
physical notes (Physical Notes) are numbered in series and issued with Coupons (and, if
applicable, with a Talon) attached, except in the case of Zero Coupon Notes in respect of
which references to interest (except in relation to interest due after the Maturity Date),
Coupons and Receipts in these Terms shall not apply. Instalment Notes are issued with one
or more Receipts attached.
In accordance with articles L.211-3 et seq. of the French Code monétaire et financier,
financial securities (such as Notes which constitute obligations as defined under French law)
in materialised form and governed by French law must be issued outside France.
The Notes may be Fixed Rate Notes, Floating Rate Notes, Fixed to Floating/Floating to
Fixed Rate Notes, Instalment Notes and Zero Coupon Notes.
1.2
Denomination
The Notes shall be issued in the specified denomination(s) specified in the applicable Final Terms
(the Specified Denomination(s)). Dematerialised Notes must be issued in one single Specified
Denomination. Notes admitted to trading on a Regulated Market under circumstances that require
the publication of a prospectus pursuant Directive 2003/71/CE of the European Parliament and
Council as modified (the Prospectus Directive), shall have a minimum specified denomination
greater than or equal to euros 100,000 (or its equivalent in any other currency) or to any other greater
amount which could be allowed or required by any relevant competent authority or any law or
regulation applicable to the Specified Currency.
1.3
Title
(a)
Title to Dematerialised Notes in bearer form and in administered registered form (au
nominatif administré) passes, and such Notes may only be transferred, by registration of the
transfer in the books of the Account Holders. Title to Dematerialised Notes in pure
31
registered form (au nominatif pur) passes, and such Notes may only be transferred, by
registration of the transfer in the books held by the Issuer or the Registration Agent.
(b)
Title to Physical Notes with, if applicable, Receipt(s), Coupons and/or a Talon attached at
issue, is transferred by delivery.
(c)
Except as ordered by a court of competent jurisdiction or as required by law, the holder (as
defined below under paragraph (d)) of any Note, Coupon, Receipt or Talon shall be deemed
to be and may be treated as its absolute owner for all purposes, whether or not it is overdue
and regardless of any notice of ownership, or any right over or interest in such Note,
Coupon, Receipt or Talon, any writing on it or its theft or loss and no person shall be liable
for so treating the holder.
(d)
In these Terms:
Noteholder or, as appropriate, holder of a Note means (i) in the case of Dematerialised Notes, the
person whose name is recorded in the books of the relevant Account Holder, the Issuer or the
Registration Agent (as applicable) as being the owner of such Notes, and (ii) in the case of Physical
Notes, any holder of any Physical Note and the related Coupons, Receipts or Talons.
Outstanding means, in respect of Notes of any Series, all of the Notes in issue other than (i) those
that have been redeemed in accordance with these Terms, (ii) those in respect of which the
redemption date has passed and the redemption amount (including interest accrued on such Notes up
to the redemption date and all interest payable after such date) has been duly paid in accordance with
the provisions of Article 7, (iii) those that are no longer valid or in respect of which the limitation
period has expired, (iv) those that have been repurchased and cancelled in accordance with Article
6.9, (v) those that have been repurchased and retained in accordance with Article 6.8, (vi) in the case
of Physical Notes, (A) all damaged or defaced Physical Notes that have been exchanged for
replacement Physical Notes, (B) (for the sole purpose of determining the number of Physical Notes
outstanding and without prejudice to their status for any other purpose) any allegedly lost, stolen or
destroyed Physical Notes for which replacement Physical Notes have been issued and (C) any
Temporary Global Certificate to the extent that it has been exchanged for one or more Physical
Notes in accordance with its terms.
Terms beginning with a capital letter shall have the meaning given to them in the applicable Final
Terms. Where no definition is given, such term does not apply to the Notes.
1.4
Redenomination
The Issuer may (if so specified in the applicable Final Terms), without the consent of the holder of
any Note, Receipt, Coupon or Talon, by giving notice in accordance with Article 15 at least 30
calendar days in advance, redenominate in euros all (and not some only) of the Notes of each Series,
as from the date on which the Member State of the European Union (the EU) in whose currency the
Notes are denominated becomes a Member State of the Economic and Monetary Union (as defined
in the Treaty establishing the European Community (the EC), as amended (the Treaty)), and convert
the aggregate nominal amount and the specified denomination set forth in the applicable Final
Terms.
1.5
Consolidation
The Issuer shall, on each Interest Payment Date occurring after the redenomination date, with the
prior consent of the Fiscal Agent (which may not be unreasonably withheld) and without the consent
of the Noteholders, Receiptholders or Couponholders, by giving notice to the Noteholders as least 30
calendar days in advance in accordance with Article 15, have the right to consolidate the Notes of a
32
Series denominated in euros with the Notes of one or more other Series in issue, whether or not such
Notes were initially issued in one of the European national currencies or in euros, provided that such
other Notes have been redenominated in euros (if this was not the case initially) and also have, for all
periods following such consolidation, the same terms and conditions as the Notes.
2.
CONVERSION AND EXCHANGE OF NOTES
2.1
Dematerialised Notes
2.2
(a)
Dematerialised Notes issued in bearer form cannot be converted into Dematerialised Notes
in registered form, whether in pure registered form (au nominatif pur) or in administered
registered form (au nominatif administré).
(b)
Dematerialised Notes issued in registered form cannot be converted into Dematerialised
Notes in bearer form.
(c)
Dematerialised Notes issued in pure registered form (au nominatif pur) may, at the option of
the Noteholder, be converted into Notes in administered registered form (au nominatif
administré), and vice versa. Such option must be exercised by the Noteholder in accordance
with article R.211-4 of the French Code monétaire et financier. Any costs relating to such
conversion shall be borne by the relevant Noteholder.
Materialised Notes
Materialised Notes of a Specified Denomination cannot be exchanged for Materialised Notes of
another Specified Denomination.
3.
STATUS AND NEGATIVE PLEDGE
3.1
Status
The Notes and, if applicable, related Receipts and Coupons, constitute direct, unconditional,
unsubordinated and (subject to the paragraph below) unsecured obligations of the Issuer ranking
(subject to mandatory exceptions imposed by law) equally between themselves and equally and
rateably with all other present or future unsecured and unsubordinated obligations of the Issuer.
3.2
Negative pledge
As long as the Notes or, if any, Receipts and Coupons attached to the Notes remain outstanding (as
defined in Article 1.3(d) above), the Issuer shall not grant or permit to subsist any mortgage, pledge,
lien or other form of security interest upon any assets or revenues, present or future, to secure any
Indebtedness of the Issuer (as defined below) subscribe by the Issuer, unless the obligations of the
Issuer under the Notes and, if any, the Coupons and Receipts benefit from equivalent and equal
ranking security.
For the purpose of this provision, Indebtedness of the Issuer means any borrowing, present or
future, represented by bonds, securities or other negotiable instruments with a maturity greater than
one year and which are (or may be) admitted to trading on any market.
3.3
Negative pledge by the Guarantor relating to the Guaranteed Notes
Until repayment of all amounts due under the Guarantee, the Guarantor shall not grant or permit to
subsist any mortgage, pledge, lien or other form of security interest upon any assets or revenues,
present or future, to secure any Indebtedness of the Guarantor (as defined below) subscribed or
33
guaranteed by the Guarantor, unless the obligations of the Guarantor under the Guarantee benefit
from equivalent and equal ranking security.
For the purposes of this provision, Indebtedness of the Guarantor means any borrowing, present or
future, represented by bonds, securities or other negotiable instruments with a maturity greater than
one year and which are (or may be) admitted to trading on any market.
4.
GUARANTEE APPLICABLE TO THE GUARANTEED NOTES
4.1
Guarantee granted by Ville de Paris
The Notes can either benefit from a first demand guarantee to the extend of 80% of their nominal
amount (the Guarantee) (the Guaranteed Notes) granted by Ville de Paris (the Guarantor), or not
benefit from any guarantee (the Non Guaranteed Notes), as provided in the relevant Final Terms.
The terms of the Guarantee are reproduced in the section “Description of the Guarantee applicable to
the Guaranteed Notes”.
If the relevant Final Terms provide that the Notes will benefit from a Guarantee, this Guarantee will
be granted by Ville de Paris not later than the 120th calendar days following the date of the issuance
of the relevant Guaranteed Notes.
The obligations of Ville de Paris under the Guarantee constitute direct, unconditional,
unsubordinated and unsecured obligations of Ville de Paris which rank pari passu amongst
themselves (subject to mandatory exceptions under French Law) and pari passu with any other
present or future, unsubordinated and unsecured obligations of Ville de Paris.
4.2
The Guarantee Call
Each Guarantee granted by the Guarantor for the purposes of Guaranteed Notes constitutes
according to French law an independent guarantee that can be called according to the provisions,
detailed in the section entitled “Description of the Guarantee applicable to the Guaranteed Notes” of
this Base Prospectus.
5.
CALCULATION OF INTEREST AND OTHER CALCULATIONS
5.1
Definitions
In these Terms, unless the context requires otherwise, the terms defined below shall have the
following meaning:
Reference Banks (Banques de Référence) means the institutions specified in the applicable Final
Terms or, if none is specified, four prime banks selected by the Calculation Agent on the interbank
market (or if necessary, on the money market, the swaps market or the over-the-counter index
options market) with the closest connection to the Benchmark (which, if the relevant Benchmark is
EURIBOR (TIBEUR in French) or EONIA (TEMPE in French) shall be the Euro-zone.
Interest Period Commencement Date (Date de Début de Période d’Intérêts) means the Issue Date
of the Notes or any other date referred to in the applicable Final Terms.
Coupon Determination Date (Date de Détermination du Coupon) means, in respect of an Interest
Rate and an Interest Accrual Period, the date specified as such in the applicable Final Terms or, if no
date is specified (a) the day falling 2 TARGET Business Days before the first day of such Interest
Accrual Period if the Specified Currency is Euro or (b) if the Specified Currency is not Euro, the day
34
falling 2 Business Days in the city specified in the applicable Final Terms preceding the first day of
such Interest Accrual Period.
Issue Date (Date d'Emission) means, in respect of a Tranche, the settlement date of the Notes.
Interest Payment Date (Date de Paiement du Coupon) means the date(s) referred to in the
applicable Final Terms.
Interest Accrual Period Date (Date de Période d’Intérêts Courus) means each Interest Payment
Date unless provided otherwise in the applicable Final Terms.
Relevant Date (Date de Référence) means in respect of any Note, Receipt or Coupon, the date on
which the amount payable under such Note, Receipt or Coupon becomes due and payable or (if any
due and payable amount is not paid or not paid in time without any justification) the date on which
the outstanding amount is paid in full or (in the case of Materialised Notes, if such date falls earlier)
the day falling 7 calendar days after the date on which the holders of such Materialised Notes have
been notified that, upon further presentation of such Materialised Note, Receipt or Coupon being
made in accordance with the Terms, such payment will be made, provided however that the payment
is in fact made on such presentation.
Effective Date (Date de Valeur) means, in respect of a Floating Rate to be determined on any
Coupon Determination Date, the date specified in the applicable Final Terms, or, if no date is
specified, the first day of the Interest Accrual Period to which such Coupon Determination Date
relates.
FBF Definitions (Définitions FBF) means the definitions referred to in the June 2013 FBF Master
Agreement relating to transactions on forward financial instruments, as supplemented by the
Technical Schedules, as published by the Fédération Bancaire Française (together the FBF Master
Agreement) as amended, as the case may be, at the Issue Date.
Specified Currency (Devise Prévue) means, the currency referred to in the applicable Final Terms
or, if no currency is specified, the currency in which the Notes are denominated.
Specified Duration (Durée Prévue) means, with respect to any Floating Rate to be determined by
Screen Rate Determination on any Coupon Determination Date, the period specified in the
applicable Final Terms, or if no period is specified, a period equal to the Interest Accrual Period,
ignoring any adjustment pursuant to Article 5.3(b).
Relevant Time (Heure de Référence) means, with respect to any Coupon Determination Date, the
local time in the Relevant Financial Centre specified in the applicable Final Terms or, if no time is
specified, the local time in the Relevant Financial Centre at which it is customary to determine bid
and offered rates in respect of deposits in the Specified Currency on the interbank market in the
Relevant Financial Centre. Local time means, with respect to Europe and the Euro-zone as a
Relevant Financial Centre, 11.00 a.m. (Brussels time).
Business Day (Jour Ouvré) means:
(a)
in the case of euro, a day on which the Trans-European automated real-time gross settlement
express transfer system (TARGET 2) (TARGET), or any system that replaces such system,
is operating (a TARGET Business Day); and/or
(b)
in the case of a Specified Currency other than euro, a day (other than a Saturday or Sunday)
on which commercial banks and foreign exchange markets settle payments in the principal
financial centre for such currency; and/or
35
(c)
in the case of a Specified Currency and/or one or more business centre(s) specified in the
applicable Final Terms (the Business Centre(s)), a day (other than a Saturday or a Sunday)
on which commercial banks and foreign exchange markets settle payments in the currency
of the Business Centre(s) or, if no currency is specified, generally in each of the specified
Business Centres.
Margin means, in respect of an Interest Accrual Period, the percentage or figure for the relevant
Interest Accrual Period, as specified in the applicable Final Terms, provided that its value may be
positive, negative or equal to zero.
Day Count Fraction (Méthode de Décompte des Jours) means, in respect of the calculation of an
amount of coupon on any Note for any period of time (from (and including) the first day of such
period to (but excluding) the last day in such period) (whether or not constituting an Interest Period,
the Calculation Period):
(a)
if Actual/365 or Actual/365-FBF is specified in the applicable Final Terms, it is the actual
number of days in the Calculation Period divided by 365 (or, if any portion of that
Calculation Period falls in a leap year, the sum of (i) the actual number of days in that
portion of the Calculation Period falling in a leap year divided by 366 and (ii) the actual
number of days in that portion of the Calculation Period falling in a non-leap year divided by
365);
(b)
if Actual/Actual-ICMA is specified in the applicable Final Terms:
(i)
if the Calculation Period is equal to or shorter than the Determination Period during
which it falls, the number of days in the Calculation Period divided by the product of
(A) the number of days in such Determination Period and (B) the number of
Determination Periods that would normally end in one year; and
(ii)
if the Calculation Period is longer than the Determination Period, the sum:
(A)
of the number of days in such Calculation Period falling in the
Determination Period during which it begins, divided by the product (I) of
the number of days in such Determination Period and (II) the number of
Determination Periods that would normally end in one year; and
(B)
the number of days in such Calculation Period falling in the following
Determination Period, divided by the product (I) of the number of days in
such Determination Period and (II) the number of Determination Periods
that would normally end in one year,
in each case, Determination Period means the period beginning on a Coupon
Determination Date (included) in any year and ending on the next Coupon
Determination Date (excluded) and Coupon Determination Date means the date
specified in the applicable Final Terms, or if no date is specified, the Interest
Payment Date;
(c)
if Actual/Actual-FBF is specified in the applicable Final Terms, the fraction of which the
numerator is the actual number of days during such period and the denominator is 365 (or
366 if 29th February is included in the Calculation Period). If the Calculation Period is longer
than one year, the basis shall be determined as follows:
(i)
the number of complete years shall be counted back from the last day of the
Calculation Period;
36
(ii)
this number is increased by the fraction for the relevant period calculated as
provided in the first paragraph of this definition;
(d)
if Actual/365 (Fixed) is specified in the applicable Final Terms, the actual number of days
in the Calculation Period divided by 365;
(e)
if Actual/360 is specified in the applicable Final Terms, the actual number of days in the
Calculation Period divided by 360;
(f)
if 30/360, 360/360 or Bond Basis is specified in the applicable Final Terms, the number of
days in the Calculation Period divided by 360 (i.e. the number of days to be calculated based
on a 360 calendar day year of 12 months of 30 calendar days each (unless (i) the last day of
the Calculation Period is the 31st day of a month and the first day of the Calculation Period
is a day other than the 30th or 31st day of a month, in which case the month in which the last
day falls shall not be reduced to a thirty calendar day month or (ii) the last day of the
Calculation Period is the last day of the month of February, in which case the month of
February shall not be extended to a 30 calendar day month));
(g)
if 30/360 - FBF or Actual 30A/360 (American Bond Basis) is specified in the applicable
Final Terms, then, in respect of each Calculation Period, the fraction of which the
denominator is 360 and the numerator is the number of days calculated in the same manner
as the 30E/360 – FBF basis, except in the following case:
where the last day of the Calculation Period is the 31st and the first is neither a 30th nor a
31st, the last month of the Calculation Period shall be deemed to be a month of 31 calendar
days.
The fraction is:
if dd 2  31and dd1  30,31 ,
then:
1
360









 yy2  yy1  360  mm 2  mm1  30  dd 2  dd1

or:
1
360




 yy2  yy1  360  mm 2  mm1  30  M in dd 2 ,30  M in dd1 ,30
where:
D1(dd1 , mm1 , yy1 ) is the commencement date of the period
D2 (dd1 , mm 2 , yy2 ) is the end date of the period;
(h)
if 30E/360 or Euro Bond Basis is specified in the applicable Final Terms, the number of
days in the Calculation Period divided by 360 (the number of days to be calculated based on
a 360 calendar day year of 12 months of 30 calendar days each, ignoring the date on which
the first or last day of the Calculation Period falls, unless, in the case of a Calculation Period
37
ending on the Maturity Date, the Maturity Date is the last day of the month of February, in
which case the month of February shall not be extended to a thirty calendar day month) and;
(i)
if 30E/360 – FBF is specified in the applicable Final Terms, then, in respect of each
Calculation Period, the fraction of which the denominator is 360 and the numerator is the
number of days in such period, calculated on the basis of a year of 12 months of 30 calendar
days, except in the following case:
If the last day of the Calculation Period is the last day of the month of February, the number
of days in such month is the exact number of days.
Using the same defined terms as used for 30/360 - FBF, the fraction is:
1
360








 yy2  yy1  360  mm 2  mm1  30  M in dd 2 ,30  M in dd1 ,30
Coupon Amount (Montant de Coupon) means the amount of interest due and, in the case of Fixed
Rate Notes, the Fixed Coupon Amount or the Broken Amount, (as defined under Article 5.2), as the
case may be, as specified in the applicable Final Terms.
Representative Amount (Montant Donné) means, with respect to any Floating Rate to be
determined in accordance with a Screen Rate Determination on a Coupon Determination Date, the
amount specified as such on that date in the applicable Final Terms or, if none is specified, an
amount that is representative for a single transaction in the relevant market at the time.
Screen Page (Page Ecran) means any page, section, heading, column or any other part of a
document supplied by any information service (including without limitation Reuters (Reuters)) as
may be nominated to provide a Relevant Rate or any other page, section, heading, column or any
other part of a document of such information service or any other information service as may replace
it, in each case as nominated by the entity or organisation providing or responsible for the
dissemination of the information appearing on such service to indicate rates or prices comparable to
the Relevant Rate, as specified in the Final Terms.
Interest Period (Période d'Intérêts) means the period beginning on (and including) the Interest
Period Commencement Date and ending on (but excluding) the first Interest Payment Date as well as
each subsequent period beginning on (and including) an Interest Payment Date and ending on (but
excluding) the following Interest Payment Date.
Interest Accrual Period (Période d'Intérêts Courus) means the period beginning on (and
including) the Interest Period Commencement Date and ending on (but excluding) the first Interest
Accrual Period Date as well as each subsequent period beginning on (and including) an Interest
Accrual Period Date and ending on (but excluding) the following Interest Accrual Period Date.
Relevant Financial Centre (Place Financière de Référence) means, in respect of a Floating Rate to
be determined in accordance with a Screen Rate Determination on a Coupon Determination Date,
such financial centre as may be specified in the applicable Final Terms or, if none is so specified, the
financial centre with which the relevant Benchmark is most closely connected (which, in the case of
EURIBOR (TIBEUR in French) or EONIA (TEMPE in French), shall be the Euro-zone or, failing
which, Paris.
Benchmark (Référence de Marché) means the relevant rate (EURIBOR (or TIBEUR in French),
EONIA (or TEMPE in French)) as specified in the applicable Final Terms.
38
Interest Rate (Taux d’Intérêt) means the interest rate payable on the Notes and which is either
specified or calculated in accordance with the provisions of these Terms as supplemented by the
applicable Final Terms.
Relevant Rate (Taux de Référence) means the Benchmark for a Representative Amount in the
Specified Currency for a period equal to the Specified Duration commencing on the Effective Date
(if such period is applicable to or compatible with the Benchmark).
Euro-zone (Zone Euro) means the region occupied by the Member States of the EU that have
adopted the single currency in accordance with the Treaty.
5.2
Interest on Fixed Rate Notes
Each Fixed Rate Note bears interest calculated on its outstanding nominal amount, as from the
Interest Period Commencement Date, at an annual rate (expressed as a percentage) equal to the
Interest Rate, payable annually, half-yearly, quarterly or monthly in arrears on each Interest Payment
Date.
If a fixed coupon amount (Fixed Coupon Amount) or broken amount (Broken Amount) is
specified in the applicable Final Terms, the Coupon Amount payable on each Interest Payment Date
shall be equal to the Fixed Coupon Amount or, if applicable, the Broken Amount as specified, it
shall be payable on the Interest Payment Date(s) specified in the applicable Final Terms.
5.3
Interest on Floating Rate Notes
(a)
Interest Payment Dates
Each Floating Rate Note shall bear interest calculated on its unredeemed nominal amount, as from
the Interest Period Commencement Date, at an annual rate (expressed as a percentage) equal to the
Interest Rate, payable annually, half-yearly, quarterly or monthly in arrears on each Interest Payment
Date. Such Interest Payment Date(s) shall be specified in the applicable Final Terms or, if no Interest
Payment Date(s) is/are specified in the applicable Final Terms, Interest Payment Date shall mean
each date falling at the end of such number of months or at the end of such other period as is
specified in the applicable Final Terms as being the Interest Period, falling after the preceding
Interest Payment Date and, in the case of the first Interest Payment Date, after the Interest Period
Commencement Date.
(b)
Business Day Convention
If any date referred to in these Terms, that is specified to be subject to adjustment in accordance with
a Business Day Convention, would otherwise fall on a day that is not a Business Day, then, if the
applicable Business Day Convention is (i) the Floating Rate Business Day Convention, such date
shall be postponed to the next day that is a Business Day unless it would thereby fall into the next
calendar month, in which event (x) such date shall be brought forward to the immediately preceding
Business Day and (y) each such subsequent date shall be the last Business Day of the month in
which such date would have fallen had it not been subject to adjustment, (ii) the Following Business
Day Convention, such date shall be postponed to the next day that is a Business Day, (iii) the
Modified Following Business Day Convention, such date shall be postponed to the next day that is a
Business Day unless it would thereby fall into the next calendar month, in which event such date
shall be brought forward to the immediately preceding Business Day or (iv) the Preceding Business
Day Convention, such date shall be brought forward to the immediately preceding Business Day.
Notwithstanding the above, if the applicable Final Terms specify that the Business Day Convention
shall be applied on a “non-adjusted” basis, the Coupon Amount payable on any date shall not be
affected by application of the relevant Business Day Convention.
39
(c)
Interest Rate for Floating Rate Notes
The Interest Rate applicable to Floating Rate Notes for each Interest Accrual Period shall be
determined in compliance with the provisions below relating to either FBF Determination or Screen
Rate Determination shall apply, as specified in the applicable Final Terms.
(i)
FBF Determination for Floating Rate Notes
Where FBF Determination is specified in the applicable Final Terms as being the method
applicable for the determination of the Interest Rate, the Interest Rate applicable to each
Interest Accrual Period shall be determined by the Agent as being a rate equal to the relevant
FBF Rate plus or minus, as the case may be (as specified in the applicable Final Terms), the
Margin. For the purposes of this sub-paragraph 0, “FBF Rate” in respect of an Interest
Accrual Period means a rate equal to the Floating Rate as determined by the Agent for a
swap transaction entered into pursuant to an FBF Master Agreement supplemented by the
Interest Rate or Currency Swaps Technical Schedule under the terms of which:
(A)
the relevant Floating Rate is as specified in the applicable Final Terms; and
(B)
the Floating Rate Determination Date is as specified in the applicable Final Terms.
For the purposes of this sub-paragraph 0, “Floating Rate”, “Agent”, and “Floating Rate
Determination Date” shall have the meanings given thereto in the FBF Definitions.
In the applicable Final Terms, if the paragraph "Floating Rate Notes” provides that the rate
will be determined by linear interpolation for an Interest Period, the Interest Rate applicable
to this Interest Period will be calculated by the Calculation Agent by linear interpolation
between two (2) rates based on the relevant Floating Rate, the first rate corresponding to a
maturity immediately inferior to the duration of the Interest Period and the second rate
corresponding to a maturity immediately superior to the duration of the relevant Interest
Period.
Unless otherwise provided in the applicable Final Terms, the Minimum Interest rate will be
deemed to be zero.
(ii)
Screen Rate Determination for Floating Rate Notes
Where Screen Rate Determination is specified in the applicable Final Terms as being the
method applicable for the determination of the Interest Rate, the Interest Rate for each
Interest Accrual Period shall be determined by the Calculation Agent at (or about) the
Relevant Time on the Coupon Determination Date relating to such Interest Accrual Period as
specified below:
(A)
if the primary source for the Floating Rate is a Screen Page, subject as provided
below, the Interest Rate shall be:
(I)
the Relevant Rate (where such Relevant Rate on such Screen Page is a
composite quotation or is customarily supplied by one entity), or
(II)
the arithmetic mean of the Relevant Rates of the entities whose Relevant
Rates appear on that Screen Page,
40
in each case as published on such Screen Page, at the Relevant Time on the Coupon
Determination Date, as specified in the applicable Final Terms, plus or minus, as the
case may be (as specified in the applicable Final Terms), the Margin;
(B)
if the primary source for the Floating Rate is Reference Banks or if sub-paragraph
(A)I above applies and no Relevant Rate appears on the Screen Page at the Relevant
Time on the Coupon Determination Date or if sub-paragraph (A) II above applies
and fewer than two Relevant Rates appear on the Screen Page at the Relevant Time
on the Coupon Determination Date, the Interest Rate, subject as provided below,
shall be equal to the arithmetic mean of the Relevant Rates that each of the
Reference Banks is quoting to leading banks in the Relevant Financial Centre at the
Relevant Time on the Coupon Determination Date, as determined by the Calculation
Agent, plus or minus, as the case may be (as specified in the applicable Final
Terms), the Margin; and
(C)
if paragraph (B) above applies and the Calculation Agent determines that fewer than
two Reference Banks are so quoting Relevant Rates, the Interest Rate shall, subject
as provided below, be the arithmetic mean of the rates per annum (expressed as a
percentage) that the Calculation Agent determines to be the rates (being the nearest
equivalent to the Benchmark) in respect of a Representative Amount of the
Specified Currency that at least two out of five leading banks selected by the
Calculation Agent in the principal financial centre of the country of the Specified
Currency or, if the Specified Currency is euro, in the Euro-zone as selected by the
Calculation Agent, (the Principal Financial Centre) are quoting at or about the
Relevant Time on the date on which such banks would customarily quote such rates
for a period beginning on the Effective Date for a period equivalent to the Specified
Duration (I) to leading banks carrying on business in Europe, or (if the Calculation
Agent determines that fewer than two of such banks are so quoting to leading banks
in Europe) (II) to leading banks carrying on business in the Principal Financial
Centre; except that, if fewer than two of such banks are so quoting to leading banks
in the Principal Financial Centre, the Interest Rate shall be the Interest Rate
determined on the previous Coupon Determination Date (after readjustment for any
difference between any Margin, Rate Multiplier or Maximum or Minimum Interest
Rate applicable to the preceding Interest Accrual Period and to the relevant Interest
Accrual Period).
In the applicable Final Terms, if the paragraph “Benchmark” provides that the rate
will be determined by linear interpolation for an Interest Period, the Interest Rate
applicable to the relevant Interest Period will be calculated by the Calculation Agent
by linear interpolation between two (2) rates based on the relevant Benchmark, the
first rate relating to to a maturity immediately inferior to the duration of the Interest
Period and the second rate corresponding to a maturity immediately superior to the
duration of the relevant Interest Period.
Unless otherwise provided in the applicable Final Terms, the Minimum Interest rate
will be deemed to be zero.
5.4
Fixed Interest Rate/Floating Interest Rate of the Notes
Each Fixed Interest Rate/Floating Interest Rate Notes bears interest at a rate (i) that the Issuer may
decide to convert at the date specified in the applicable Final Terms from a Fixed Rate to a Floating
Rate or (ii) which shall be automatically converted from a Fixed Rate to a Floating Rate at the date
specified in the applicable Final Terms.
41
5.5
Zero Coupon Notes
Where a Zero Coupon Note is redeemable prior to its Maturity Date by exercise of an Option of
Redemption of the Issuer or, if so specified in the applicable Final Terms, pursuant to Article 6.5 or
in any other manner, and such Note is not redeemed on the due date, the amount due and payable
prior to the Maturity Date shall be the Early Redemption Amount. As from the Maturity Date, the
overdue principal of such Note shall bear interest at a rate per annum (expressed as a percentage)
equal to the Amortisation Yield (as defined in Article 6.6(a)).
5.6
Accrual of interest
Interest shall cease to accrue on each Note on the due date for redemption unless (a) on such due
date, in the case of Dematerialised Notes or (b) upon due presentation, in the case of Materialised
Notes, repayment of principal is improperly withheld or refused; in which event interest shall
continue to accrue (after as well as before judgment) at the Interest Rate in the manner provided in
Article 5 up to the Relevant Date.
5.7
5.8
Margin, Rate Multipliers, Interest Rate, Instalment Amount, Minimum and Maximum
Redemption Amounts and Rounding
(a)
If a Margin or Rate Multiplier is specified in the applicable Final Terms (either (x) generally
or (y) in relation to one or more Interest Accrual Periods), an adjustment shall be made to all
Interest Rates, in the case of (x), or the Interest Rates applicable to the relevant Interest
Accrual Periods, in the case of (y), calculated in accordance with paragraph (c) above by
adding (if a positive number) or subtracting (if a negative number) the absolute value of such
Margin or by multiplying the Interest Rate by such Rate Multiplier, subject always to the
provisions of the following paragraph.
(b)
If any Minimum or Maximum Interest Rate, Instalment Amount or Redemption Amount is
specified in the applicable Final Terms, then any Interest Rate, Instalment Amount or
Redemption Amount shall be subject to such maximum or minimum, as the case may be.
(c)
For the purposes of any calculations required pursuant to these Terms (unless otherwise
specified), (i) if FBF Determination is specified in the applicable Final Terms, all
percentages resulting from such calculations shall be rounded, if necessary, to the nearest ten
thousandth of a percentage point (with halves being rounded up) (ii) all percentages resulting
from such calculations shall be rounded, if necessary, to the nearest fifth decimal place (with
halves being rounded up), (iii) all figures shall be rounded to seven significant figures (with
halves being rounded up) and (iv) all currency amounts that fall due and payable shall be
rounded to the nearest unit of such currency (with halves being rounded up), save in the case
of Yen, which shall be rounded down to the nearest Yen. For these purposes “unit” means
the lowest amount of such currency that is available as legal tender in the country of such
currency.
Calculations
The amount of interest payable in respect of any Note for any period shall be calculated by
multiplying the product of the Interest Rate and the outstanding nominal amount of such Note by the
Day Count Fraction, unless a Coupon Amount (or a formula for its calculation) is specified in
respect of such period, in which case the amount of interest payable in respect of such Note for such
period shall be equal to such Coupon Amount (or be calculated in accordance with such formula).
Where any Interest Period comprises two or more Interest Accrual Periods, the amount of interest
payable in respect of such Interest Period shall be the sum of the amounts of interest payable in
respect of each of those Interest Accrual Periods.
42
5.9
Determination and publication of Interest Rates, Coupon Amounts, Final Redemption
Amounts, Early Redemption Amounts and Optional Redemption Amounts and Instalment
Amounts
As soon as practicable after the relevant time on such date as the Calculation Agent may be required
to calculate any rate or amount, obtain any quotation or make any determination or calculation, it
shall determine such rate and calculate the Coupon Amounts in respect of each Specified
Denomination of the Notes for the relevant Interest Accrual Period. It shall also calculate the Final
Redemption Amount, Early Redemption Amount, Optional Redemption Amount or Instalment
Amount, obtain such quotation or make such determination or calculation, as the case may be. It
shall then cause the Interest Rate and the Coupon Amounts for each Interest Period and the relevant
Interest Payment Date and, if required, the Final Redemption Amount, Early Redemption Amount or
any Optional Redemption Amount or other Instalment Amount to be notified to the Fiscal Agent, the
Issuer, each of the Paying Agents and any other Calculation Agent appointed in respect of the Notes
that is to make a further calculation upon receipt of such information. If the Notes are admitted to
trading on a regulated market and the rules of such market so require, it shall also notify such
information to such market and/or the Noteholders as soon as possible after their determination but
in no event later than (i) the commencement of the relevant Interest Period, if determined prior to
such time, in the case of notification to such market of an Interest Rate and Coupon Amount, or (ii)
in all other cases, no later than the fourth Business Day after such determination. Where any Interest
Payment Date or Interest Accrual Period Date is subject to adjustment pursuant to Article 5.3(b), the
Coupon Amounts and the Interest Payment Date so published may subsequently be amended (or
appropriate alternative arrangements made by way of adjustment) without notice in the event of an
extension or shortening of the Interest Period. The determination of any rate or amount, the obtaining
of each quotation and the making of each determination or calculation by the Calculation Agent(s)
shall (in the absence of manifest error) be final and binding upon all parties.
5.10
Calculation Agent and Reference Banks
The Issuer shall procure that there shall at all times be four Reference Banks (or such other number
as may be required) with at least one office in the Relevant Financial Centre and one or more
Calculation Agents if so specified in the applicable Final Terms and for so long as any Note is
outstanding (as defined in Article 1.3(c) above). If any Reference Bank (acting through its relevant
office) is unable or unwilling to continue to act as a Reference Bank, then the Issuer shall appoint
another Reference Bank with an office in the Relevant Financial Centre to act as such in its place.
Where more than one Calculation Agent is appointed in respect of the Notes, references in these
Terms to the Calculation Agent shall be construed as a reference to each Calculation Agent
performing its respective duties under these Terms. If the Calculation Agent is unable or unwilling
to act as such or if the Calculation Agent fails duly to establish the Interest Rate for an Interest
Period or Interest Accrual Period or to calculate any Coupon Amount, Instalment Amount, Final
Redemption Amount, Optional Redemption Amount or Early Redemption Amount, as the case may
be, or to comply with any other requirement, the Issuer shall appoint a leading bank or investment
bank operating in the interbank market (or, if appropriate, money market, swaps market or over-thecounter index options market) that is most closely connected with the calculation or determination to
be made by the Calculation Agent (acting through its principal Paris office or any other office
actively involved in such market) to act as such in its place. The Calculation Agent may not resign
its duties without a successor having been appointed in the manner described above.
6.
REDEMPTION, PURCHASE AND OPTIONS
6.1
Redemption at maturity
Unless previously redeemed, purchased and cancelled as provided below, each Note shall be finally
redeemed on the Maturity Date specified in the applicable Final Terms at its Final Redemption
43
Amount (which, unless provided otherwise, is equal to its nominal amount (except for Zero Coupon
Notes)) as specified in the applicable Final Terms or, in the case of Notes to which Article 6.2 below
applies, to its last Instalment Amount.
6.2
Redemption by Instalments
Unless previously redeemed, purchased or cancelled as provided in this Article 6 or the relevant
Instalment Date (being one of the dates so specified in the applicable Final Terms) is extended
pursuant to any Issuer’s or Noteholder’s option in accordance with Article 6.3 or 6.4, each Note that
provides for Instalment Dates and Instalment Amounts shall be partially redeemed on each
Instalment Date at the related Instalment Amount specified in the applicable Final Terms. The
outstanding principal amount of each such Note shall be reduced by the Instalment Amount (or, if
such Instalment Amount is calculated by reference to a proportion of the principal amount of such
Note, such proportion) for all purposes with effect from the related Instalment Date, unless payment
of the Instalment Amount is improperly withheld or refused (i) in the case of Dematerialised Notes,
on the scheduled payment date or (ii) in the case of Materialised Notes, on presentation of the related
Receipt, in which case, such amount shall remain outstanding until the Relevant Date relating to
such Instalment Amount.
6.3
Redemption at the option of the Issuer
If Issuer Call is specified in the applicable Final Terms, the Issuer may, subject to compliance by the
Issuer with all applicable laws, regulations and directives, and on giving not less than 15 and not
more than 30 calendar days’ irrevocable notice to the Noteholders in accordance with Article 15 (or
any other notice specified in the applicable Final Terms), redeem all or, if so provided, some of the
Notes, as the case may be, on any Option Redemption Date, as the case may be. Any such
redemption of Notes shall be at their Optional Redemption Amount specified in the applicable Final
Terms together with interest accrued to the date fixed for redemption. Any such redemption or
exercise must relate to Notes of a nominal amount at least equal to the minimum nominal amount to
be redeemed as specified in the applicable Final Terms and no greater than the maximum nominal
amount to be redeemed as specified in the applicable Final Terms.
All Notes in respect of which any such notice is given shall be redeemed on the date specified in
such notice in accordance with this Article.
In the case of a partial redemption by the Issuer in respect of Materialised Notes, the notice to
holders of such Materialised Notes must also indicate the number of Physical Notes to be redeemed
or in respect of which such option has been exercised. The Notes must have been selected in such
manner as is fair and objective in the circumstances, taking account of prevailing market practices
and in accordance with all applicable stock market laws and regulations.
In the case of a partial redemption or partial exercise of an Issuer’s option in respect of
Dematerialised Notes of any one Series, the redemption may be made, at the option of the Issuer
either (a) by reducing the nominal amount of such Dematerialised Notes pro rata the nominal amount
redeemed, or (b) by redemption in full of some only of the Dematerialised Notes, in which case the
selection of Dematerialised Notes to be redeemed in full shall take place in accordance with article
R.213-16 of the French Code monétaire et financier, the provisions of the applicable Final Terms
and with all applicable stock market laws and regulations.
6.4
Redemption at the option of the Noteholders
If Investor Put is specified in the applicable Final Terms, the Issuer shall, at the request of the holder
of any such Note and upon giving not less than 15 and not more than 30 calendar days’ irrevocable
notice to the Issuer (or any other notice specified in the applicable Final Terms), redeem all or part of
44
the Notes he holds on the Optional Redemption Date(s) specified in the applicable Final Terms at its
Optional Redemption Amount together with interest accrued to the date of effective redemption. In
order to exercise such option, the Noteholder must deposit with a Paying Agent at its specified office
by the required deadline a duly completed option exercise notice (the Exercise Notice) in the form
obtainable during normal office hours from the Paying Agent or Registration Agent, as the case may
be. In the case of Materialised Notes, the relevant Notes (together with all unmatured Receipts and
Coupons and unexchanged Talons) must be attached to the Exercise Notice. In the case of
Dematerialised Notes, the Noteholder shall transfer, or cause to be transferred, the Dematerialised
Notes to be redeemed to the account of the Paying Agent, as specified in the Exercise Notice. No
option that has been exercised or, if relevant, no Note that has been deposited or transferred may be
withdrawn without the prior written consent of the Issuer.
6.5
Redemption at the option of the Noteholders only for the Guaranteed Notes
If the applicable Final Terms provide that the Notes will be guaranteed, the Issuer shall publish a
notice pursuant to Article 15 confirming that (i) the Paris Municipal Council has approved a
resolution allowing to grant the Guarantee and (ii) the Guarantor has signed the Guarantee agreement
(a model of which is presented in the section entitled “Description of the Guarantee applicable to the
Guaranteed Notes” of this Base Prospectus), not later than the 120th day following the issuance date
of the relevant Guaranteed Notes (the Deadline for Granting the Guarantee, mentioned in the
applicable Final Terms). The notice sent by the Issuer will mention the dates of the resolution of the
Paris Municipal Council and of the Guarantee Agreement, which will be available for consultation at
the registered offices of the Issuer, the Guarantor and the Paying Agent.
If the Issuer does not publish the notice at the latest on the Deadline for Granting the Guarantee,
the Issuer shall, at the request of any Noteholder of the relevant Guaranteed Notes, redeem all or part
of the relevant Guaranteed Notes held by the Noteholder, the fifth Business Day following the
reception of the request for early redemption of the Guaranteed Notes, at their nominal value, and if
relevant together with the interests accrued at the date of effective redemption.
In order to exercise such option, the Noteholder of the Guaranteed Notes shall irrevocably deposit, at
the specified of a designated Paying Agent, not later than the 90th calendar day following the
Deadline for Granting the Guarantee (the Notice Deadline mentioned in the applicable Final Terms),
a Redemption Option Exercise Notice relating to the Guaranteed Notes in the form obtainable during
normal business hours from the Paying Agent or Registration Agent as the case may be. In case of
Materialised Notes, the relevant Guaranteed Notes (as well as the non matured Receipts and
Coupons and the unexchanged Talons) will be appended to the Exercise Notice. In case of
Dematerialised Notes, the Noteholder will transfer or will cause to transfer the Dematerialised Notes
which have to be redeemed to the account of the Paying Agent, as specified in the Exercise Notice.
No option thus exercised and, as the case may be, no Note thus deposed or transferred can be
withdrawn without the previous written consent of the Issuer.
6.6
Early redemption
(a)
Zero Coupon Notes
(i)
The Early Redemption Amount payable in respect of any Zero Coupon Note shall, upon
redemption of such Note pursuant to Article 6.7 or 6.10 or upon it becoming due and
payable as provided in Article 9, be the Amortised Face Amount (calculated as provided
below) of such Note.
(ii)
Subject to the provisions of sub-paragraph (iii) below, the Amortised Face Amount of any
such Zero Coupon Note shall be the scheduled Final Redemption Amount of such Note on
the Maturity Date discounted at a rate per annum (expressed as a percentage) equal to the
45
Amortisation Yield (which, if no rate is specified in the applicable Final Terms, shall be
such rate as would result in an Amortised Face Amount equal to the issue price of the Notes
if discounted back to their issue price on the Issue Date) compounded annually.
(iii)
If the Early Redemption Amount payable in respect of each Note upon its redemption
pursuant to Article 6.7 or 6.10 or upon it becoming due and payable in accordance with
Article 9, is not paid when due, the Early Redemption Amount due and payable in respect of
such Note shall be the Amortised Face Amount of such Note, as defined in sub-paragraph
(ii) above, except that such sub-paragraph shall have effect as if the reference therein to the
date on which such Note becomes due and payable were a reference to the Relevant Date.
The calculation of the Amortised Face Amount in accordance with this sub-paragraph shall
continue to be made (as well after as before any judgment) until the Relevant Date, unless
the Relevant Date falls on or after the Maturity Date, in which case the amount due and
payable shall be the scheduled Final Redemption Amount of such Note on the Maturity
Date, together with any interest that may accrue in accordance with Article 5.4. Where such
calculation is to be made for a period of less than one (1) year, it shall be made on the basis
of one of the Day Count Fractions mentioned at Article 5.1 and specified in the applicable
Final Terms.
(b)
Other Securities
The Early Redemption Amount due for any other securities, upon its redemption pursuant to
Article 6.7 or 6.10 or upon it becoming due and payable pursuant to Article 9, shall be equal
to the Final Redemption Amount plus all accrued interest until the date of redemption
specified in the applicable Final Terms.
6.7
Redemption for tax reasons
(a)
If, at the time of any redemption of principal or payment of interest, the Issuer or the
Guarantor (under the Guarantee), as the case may be, is obliged to pay additional amounts in
accordance with Article 8.2 below, by reason of any change in or amendment to the laws and
regulations in France, or any change in the official application or interpretation thereof,
made after the Issue Date, unless such relevant obligations to make additional payments can
be avoided by reasonable measures taken by the Issuer, to the Issuer may (having given
notice to the Noteholders in accordance with Article 15, at the earliest 45 calendar days and
at the latest 30 calendar days prior to such payment (which notice shall be irrevocable))
redeem, on any Interest Payment Date or, if specified in the applicable Final Terms, at any
time, all but not some only of the Notes at the Early Redemption Amount together with, all
interest accrued until the date fixed for redemption, provided that the due date for
redemption of which notice hereunder shall be given shall not be earlier than the latest
practicable date on which the Issuer or the Guarantor (under the Guarantee), as the case may
be, could make a payment of principal and/or interest without withholding for French taxes.
(b)
If, on the occasion of the next redemption of principal or payment of interest in respect of
the Notes, the Issuer or the Guarantor (under the Guarantee), as the case may be,would be
prevented by French law from making payment of the full amount then due and payable to
the Noteholders and Couponholders, notwithstanding the undertaking to pay additional
amounts in accordance with Article 8.2 below, the Issuer or the Guarantor (under the
Guarantee), as the case may be,shall forthwith give notice of such fact to the Fiscal Agent.
The Issuer or the Guarantor (under the Guarantee), as the case may be, shall, having given 7
calendar days’ notice to the Noteholders in accordance with Article 15, redeem all, and not
some only, of the Notes then outstanding at their Early Redemption Amount, together with
all interest accrued up to the date fixed for redemption, on (i) the latest practicable Interest
Payment Date on which the Issuer or the Guarantor (under the Guarantee), as the case may
46
be, could make payment of the full amount due and payable on the Notes, provided that if
the notice referred to above would expire after such Interest Payment Date, the date for
redemption to the Noteholders shall be the later of (A) the latest practicable date on which
the Issuer or the Guarantor (under the Guarantee), as the case may be, could make payment
of the full amount then due and payable on the Notes and (B) 14 calendar days after giving
notice to the Fiscal Agent or (ii) if so specified in the applicable Final Terms, at any time,
provided that the due date for redemption of which notice hereunder is given shall be the
latest practicable date on which the Issuer or the Guarantor (under the Guarantee), as the
case may be, could make payment of the full amount due and payable in respect of the Notes
and, if relevant, any Receipts or Coupons or, if that date is passed, as soon as practicable
thereafter.
6.8
Purchases
The Issuer may at any time purchase Notes on the stock market or otherwise (including pursuant to a
public offer) at any price (provided however that, in the case of Materialised Notes, all unmatured
Receipts and Coupons, and all unexchanged Talons relating thereto, are attached to or surrendered
with such Materialised Notes), in accordance with applicable laws and regulations.
Notes purchased by or on behalf of the Issuer may, at the option of the Issuer, be retained in
accordance with Articles L. 213-1-A and D. 213-1-A of the French Code monétaire et financier, to
provide liquidity for the Notes, or cancelled in accordance with Article 6.9.
6.9
Cancellation
Notes purchased for cancellation in accordance with Article 6.8 above shall be cancelled, in the case
of Dematerialised Notes, by transfer to an account pursuant to the rules and procedures of Euroclear
France, and in the case of Materialised Notes, by delivery to the Fiscal Agent of the relevant
Temporary Global Certificate or the Physical Notes in question, together with all unmatured
Receipts and Coupons and all unexchanged Talons attached to such Notes, if relevant, and in each
case, if so transferred and surrendered, all such Notes shall, together with all Notes redeemed by the
Issuer, be cancelled forthwith (together with, in the case of Dematerialised Notes, all rights in
respect of payment of interest and other amounts in respect of such Dematerialised Notes and, in the
case of Materialised Notes, all unmatured Receipts and Coupons and all unexchanged Talons
attached thereto or surrendered therewith). Any Notes so cancelled or, as the case may be,
transferred or surrendered for cancellation may not be re-issued or re-sold and the obligations of the
Issuer in respect of any such Notes shall be discharged.
6.10
Illegality
If, by virtue of the introduction of any new law or regulation in France, any change of law or other
mandatory provision or any change in the interpretation thereof by any court or administrative
authority, which takes effect after the Issue Date, it becomes unlawful for the Issuer to perform or
comply with its obligations under the Notes, the Issuer shall have the right, having given notice to
the Noteholders in accordance with Article 15, at the earliest 45 calendar days and at the latest 30
calendar days prior to such payment (which notice shall be irrevocable), redeem all and not some
only of the Notes at the Early Redemption Amount together with all interest accrued up to the date
fixed for redemption.
47
7.
PAYMENTS AND TALONS
7.1
Dematerialised Notes
Any Payment of principal or interest in respect of Dematerialised Notes shall be made (a) in the case
of Dematerialised Notes in bearer form or in administered registered form (au nominatif administré),
by transfer to an account denominated in the Specified Currency held with the Account Holders for
the benefit of the Noteholders, and (b) in the case of Dematerialised Notes in pure registered form
(au nominatif pur), by transfer to an account denominated in the Specified Currency, held with a
Bank (as defined below) specified by the relevant Noteholder. The Issuer’s payment obligations
shall be discharged upon such payments being duly made to such Account Holders or such Bank.
7.2
Physical Notes
(a)
Method of payment
Subject as provided below, any payment in a Specified Currency shall be made by credit or transfer
to an account denominated in the Specified Currency or to which the Specified Currency may be
credited or transferred (which, in the case of a payment in Yen to a non-resident of Japan, shall be a
non-resident account) held by the beneficiary or, at the option of the beneficiary, by cheque
denominated in the Specified Currency drawn on a bank located in the principal financial centre of
the country of the Specified Currency (which, if the Specified Currency is the euro, shall be a
country within the Euro-zone and if the Specified Currency is the Australian dollar or New Zealand
dollar, shall be Sydney or Auckland respectively).
(b)
Presentation and surrender of Physical Notes, Receipts and Coupons
Any payment of principal in respect of Physical Notes, shall (subject as provided below) be made in
the manner described in paragraph 7.2 above solely upon presentation and surrender (or, in the case
of a partial payment of an outstanding amount, upon endorsement) of the relevant Notes and any
payment of interest in respect of Physical Notes shall (subject as provided below) be made in the
manner described above solely upon presentation and surrender (or, in the case of a partial payment
of an outstanding amount, upon endorsement) of the relevant Coupons, in each case at the specified
office of any Paying Agent located outside the United States of America (such term meaning for the
purposes hereof the United States of America (including the States and District of Columbia, their
territories, possessions and other places under its jurisdiction)).
Any instalment of principal in respect of Physical Notes, other than the last instalment, shall, where
relevant, (subject as provided below) be made in the manner described in paragraph (a) above upon
presentation and surrender (or, in the case of a partial payment of an outstanding amount, upon
endorsement) of the related Receipt in accordance with the preceding paragraph. Payment of the last
instalment shall be made in the manner described in paragraph (a) above solely upon presentation
and surrender (or, in the case of a partial payment of an outstanding amount, upon endorsement) of
the related Note, in accordance with the preceding paragraph. Each Receipt must be presented for
payment of the relevant Instalment together with the related Physical Note. Any Receipt presented
for payment without the related Physical Note shall render the Issuer’s obligations null and void.
Unmatured Receipts relating to Physical Notes (whether or not attached thereto) shall become void
and no payment shall be made in respect thereof on the date on which such Physical Notes mature.
Fixed Rate Notes represented by Physical Notes must be surrendered for payment together with all
unmatured Coupons appertaining thereto (such expression including, for the purposes hereof,
Coupons to be issued in exchange for matured Talons), failing which the amount of any missing
unmatured Coupon (or, in the case of a partial payment, that proportion of the amount of such
48
missing unmatured Coupon that the sum of principal so paid bears to the total principal due) shall be
deducted from the amount due. Any amount of principal so deducted shall be paid in the manner
described above against surrender of the missing Coupon before the 1st January of the fourth year
following the due date for payment of such amount, and not under any circumstances thereafter.
Where a Fixed Rate Note represented by a Physical Note becomes due prior to its Maturity Date,
unmatured Talons appertaining thereto become void and no further Coupons shall be delivered.
Where a Floating Rate Note represented by a Physical Note becomes due prior to its Maturity Date,
unmatured Coupons and Talons (if any) appertaining thereto (whether or not attached) become void
and no payment shall be made or, if relevant, no further Coupons shall be delivered in respect
thereof.
If a Physical Note is redeemed on a date that is not an Interest Payment Date, the interest (if any)
accrued on such Note since the previous Interest Payment Date (included) or, as the case may be, the
Interest Period Commencement Date (included) shall be paid only against presentation and surrender
(if relevant) of the related Physical Note.
7.3
Payments in the United States of America
Notwithstanding the foregoing, if any Materialised Note is denominated in U.S. dollars, payments in
respect thereof may be made at the specified office of any Paying Agent in New York in the same
manner as provided above if (a) the Issuer has appointed Paying Agents with specified offices
outside the United States with the reasonable expectation that such Paying Agents would be able to
make payment of the amounts on the Notes in the manner provided above when due, (b) payment in
full of such amounts at all such offices is illegal or effectively precluded by exchange controls or
other similar restrictions on payment or receipt of such amounts and (c) such payment is then
permitted by United States law, without involving, in the opinion of the Issuer, any adverse tax
consequence to the Issuer.
7.4
Payments subject to fiscal laws
All payments are subject to (i) any applicable fiscal or other laws, regulations and directives, but
without prejudice to the provisions of Article 8 and (ii) to any withholding tax imposed by an
agreement mentioned in the Section 1471(b) of the U.S. Internal Revenue Code of 1986 (the Code)
or imposed by the Sections 1471 to 1474 of the Code, or any other regulation or agreement, any
official interpretation or any law implementing an intergovernmental agreement related to it. No
commission or expenses shall be charged to the Noteholders or Couponholders in respect of such
payments.
7.5
Appointment of Agents
The Fiscal Agent, the Paying Agents, the Calculation Agent and the Registration Agent initially
appointed by the Issuer and their respective specified offices are listed at the end of this Base
Prospectus for the Programme. The Fiscal Agent, the Paying Agents and the Registration Agent act
solely as agents, and the Calculation Agents solely as independent experts, of the Issuer and under
no circumstances do any of them assume any obligation or relationship of agency for or with any
Noteholder or Couponholder. The Issuer reserves the right at any time to vary or terminate the
appointment of the Fiscal Agent, any Paying Agent, Calculation Agent or Registration Agent and to
appoint any other Fiscal Agent, Paying Agent(s), Calculation Agent(s) or Registration Agent(s) or
any additional Paying Agent(s), Calculation Agent(s) or Registration Agent(s), provided that the
Issuer shall at all times maintain (a) a Fiscal Agent, (b) one or more Calculation Agents, where the
Terms so require, (c) a Paying Agent with specified offices in at least two major European cities
(providing fiscal agency services in respect of the Notes in France so long as any Notes are admitted
49
to trading on Euronext Paris and applicable market regulations so require), (d) in the case of
Materialised Notes, a Paying Agent with an office in a Member State of the EU that is not obliged to
withhold or deduct tax pursuant to the European Council Directive 2003/48/CE or any other EU
directive implementing the conclusions of the ECOFIN Council resolutions of 26 and 27 November
2000 on the taxation of savings income or any law implementing or complying with, or introduced in
order to conform to such directive (which Paying Agent may be one of those referred to in (c)
above), (e) in the case of Dematerialised Notes in pure registered form (au nominatif pur), a
Registration Agent and (f) any other agent that may be required under the rules of any regulated
market on which the Notes may be admitted to trading.
In addition, the Issuer shall forthwith appoint a Paying Agent in New York City in respect of any
Materialised Notes denominated U.S. dollars in the circumstances described in Article 7.3 above.
Notice of any such change or of any change of any specified office shall promptly be given to the
Noteholders in accordance with Article 155.
7.6
Talons
On or after the Interest Payment Date for the final Coupon forming part of a Coupon sheet issued in
respect of any Materialised Note, the Talon forming part of such Coupon sheet may be surrendered
at the specified office of the Fiscal Agent in exchange for a further Coupon sheet (and if necessary
another Talon for a further Coupon sheet) (but excluding any Coupons that may have become void
pursuant to Article 10).
7.7
Business Days for payment
If any date for payment in respect of any Note or Coupon is not a business day (as defined below),
the Noteholder or Couponholder shall not be entitled to payment until the next following business
day, nor to any other sum in respect of such postponed payment. In this paragraph, “business day”
means a day (other than a Saturday or Sunday) (a) (i) in the case of Dematerialised Notes, on which
Euroclear France is operating, or (ii) in the case of Materialised Notes, on which banks and foreign
exchange markets are open for business in the relevant place of presentation of the note for payment,
(b) on which banks and foreign exchange markets are open for business in the countries specified as
“Financial Centres” in the applicable Final Terms and (c) (i), in the case of a payment in a currency
other than euro, where payment is to be made by transfer to an account maintained with a bank in the
Specified Currency, a day on which foreign exchange transactions may be carried on in the relevant
currency in the principal financial centre of the country of such currency or (ii), in the case of a
payment in euros, a day which is a TARGET Business Day.
7.8
Bank
For the purposes of this Article7, Bank means a bank established in the principal financial centre of
the country in which the Specified Currency is the lawful currency, or in the case of payments in
euros, in a city in which banks have access to the TARGET system.
8.
TAXATION
8.1
Withholding
All payments of principal, interest or other amounts by or on behalf of the Issuer or, as the case may
be, on the behalf of the Guarantor in case of inssuance of Guaranteed Notes in respect of the Notes
shall be made free and clear of, and without withholding or deduction for, any taxes or duties of
whatever nature imposed, levied or collected by or on behalf of France or any authority therein or
thereof having power to tax, unless such withholding or deduction is required by law.
50
8.2
Additional Amounts
If French law should require that payments of principal or interest in respect of any Note, Receipt or
Coupon be subject to withholding or deduction with respect to any taxes or duties whatsoever,
present or future, the Issuer or the Guarantor, as the case may be, in case of issuance of Guaranteed
Notes will, to the fullest extent then permitted by law, pay such additional amounts as may be
necessary in order that the holders of Notes, Receipts and Coupons receive the full amount that
would have been payable in the absence of such withholding or deduction; except that no such
additional amounts shall be payable with respect to any Note, Receipt or Coupon in the following
cases:
(a)
Other connection: the holder of Notes, Receipts or Coupons, or any third party acting on his
behalf, is liable to such tax or duty in France by reason of having some connection with
France other than the mere holding of the Notes, Receipts or Coupons; or
(b)
More than 30 calendar days have passed since the Relevant Date: in the case of Physical
Notes, more than 30 calendar days have passed since the Relevant Date, except where the
holder of such Notes or Coupons would have been entitled to an additional amount on
presentation of the same for payment on the last day of such 30 calendar days period, in that
case, the Issuer will have to increase its payments to an amount equal to what it would have
to pay if the Notes would have been presented the last day of such 30 calendar days period;
or
(c)
European Directive on the taxation of savings income: when such withholding or
deduction is made pursuant to the European Council directive 2003/48/EC as amended by
the Directive 2014/48/EU or any other European Union directive implementing the
conclusions of the ECOFIN Council resolutions of 26 and 27 November 2000 on the
taxation of savings income, or any law implementing or complying with, or introduced in
order to conform to, such directive; or
(d)
Payment by another Paying Agent: in the case of Physical Notes presented for payment,
where such withholding or deduction is made by or on behalf of a holder who could have
avoided such withholding or deduction by presenting the relevant Note, Receipt or Coupon
to a Paying Agent in another Member State of the European Union.
References in these Terms to (i) “principal” shall be deemed to include any premium payable in
respect of the Notes, any Instalment Amounts, Final Redemption Amounts, Early Redemption
Amounts, Optional Redemption Amounts and all other amounts in the nature of principal payable
pursuant to Article 6 as completed by the Final Terms, (ii) “interest” shall be deemed to include all
Coupon Amounts and all other amounts payable pursuant to Article 5 as completed by the Final
Terms and (iii) “principal” and/or “interest” shall be deemed to include any additional amounts that
may be payable under this Article.
9.
EVENTS OF DEFAULT
If any of the following events occurs (each an Event of Default), (i) the Representative (as defined
in Article 11) on its own initiative or upon request of any holder of Notes may, upon simple written
notice addressed on behalf of the Masse (as defined in Article 11) to the Fiscal Agent with copy
addressed to the Issuer and, as the case may be to the Guarantor, make the redemption immediately
and automatically due and payable of all the Notes (and not a part only); or (ii) if there is no
Representative, any holder of Notes may, on simple written notice addressed to the Fiscal Agent with
copy addressed to the Issuer and, as the case may be to the Guarantor, make the redemption
immediately and automatically due and payable of the Notes held by the author of the notice,
51
immediately and automatically due and payable, at their Early Redemption Amount with interest
accrued to the date of repayment, without the necessity for any prior formal demand:
(a)
if the Issuer defaults in any payment at its due date of any amount due under any Notes,
Receipt or Coupon (including payment of any gross up provided by Article 8.2 “Taxation”
above) unless it has been remedied to that default of payment within 15 calendar days
following the due date of this payment;
(b)
if the Issuer or the Guarantor, as the case may be, fails to perform any other provision of this
terms of the Notes or of the Guarantee, as the case may be, if it has not been remedied within
30 calendar days following on the receipt by the Issuer of a written notice of this failure;
(c)
if the Issuer is served with a judicial liquidation or transfer order or if it transfers its assets to
its creditors or enters into agreements with its creditors or is subject of an insolvency or
bankruptcy procedure;
(d)
if the Issuer sells, transfers, lends or alienates, directly or indirectly, a substantial part or all
of its assets, or if the Issuer proceeds voluntarily to its own termination or liquidation, or is
subject to a winding-up order of dissolution or liquidation, except in case of transfer of the
whole or almost the whole of the assets of the Issuer to a legal person which takes over all
the debts of the Issuer including the Obligations and takes over effectively the activity of the
Issuer.
(e)
If for any reason one of the provisions of these terms and conditions of the Notes is not, or
ceases to be, valid or becomes unenforceable in regard with the Issuer or the Guarantor, as
the case may be;
(f)
if the Guarantor is not able to face its mandatory expenses or make a written statement
recognising such inability;
(g)
(i)
if the Issuer does not redeem, all or part of one or several of its bank or bond
indebtedness, at their expected or anticipated redemption date or, as the case may be,
after any grace period expressly specified by the contractual provisions of the
indebtedness, but only if the amount of the due capital under such debt(s) is greater
to euros thirty five million (35,000,000) (or its equivalent in other currencies); or
(ii)
if the Issuer does not pay, all or part of a (or several) guarantee(s) granted under one
or several bank or bond indebtedness entered into by third parties, where such
guarantee(s) fall(s) due and duly called, but only if the amount of this or these
guarantees is greater than euros thirty five million (35,000,000) (or its equivalent in
other currencies); or
(h)
if the legal status or regime of the Issuer or the Guarantor is amended, including as a result
of a legislative or regulation amending, as far as in each case, such modification reduces the
rights of the Noteholders against the Issuer and the Guarantor or makes more difficult or
more expensive actions of the Noteholders against the Issuer or, as the case may be, against
the Guarantor ; or
(i)
in case of Guaranteed Notes, if the Guarantee which has been granted at an issuance of
Guaranteed Notes ceases to be valid or becomes unenforceable for any reason ; or
(j)
in case of Guaranteed Notes, (i) if the Guarantor fails to redeem more than euros two
hundred million (200,000,000) of the principle (or its equivalent in other currencies) of one
or more of its bank or bond indebtedness at their expected or anticipated redemption date
52
and after the expiring of any applicable grace period, or (ii) if the Guarantor fails to redeem
more than euros two hundred million (200,000,000) (or its equivalent in other currencies) of
one (or more) guarantee(s) granted under one ore more bank or bond indebtedness taken out
by third parties when this(these) guarantee(s) become(s) due and is called.
10.
PRESCRIPTION
All claims against the Issuer in relation to the Notes shall lapse after ten years (for the principle) and
five years (for the interests) after the relevant Relevant Date..
11.
REPRESENTATION OF NOTEHOLDERS
In respect of the representation of Noteholders, the following paragraphs shall apply:
(a)
If the applicable Final Terms specify “Full Masse”, the Noteholders shall, in respect of all
Tranches of a single Series, be grouped together automatically for the defence of their
common interests in a masse (the Masse) and the provisions of the French Code de
commerce, relating to the Masse shall apply;
The names and addresses of the initial Representative of the Masse and its alternate
representative shall be specified in the applicable Final Terms. The Representative appointed
in respect of the first Tranche of any Series of Notes shall be the Representative of the single
Masse of all Tranches of such Series.
The Representative shall receive the remuneration in connection with its functions and
duties, if such remuneration is provided, at the date(s) specified in the Final Terms.
In case of death, resignation or dismissal of the Representative, he shall be replaced by the
alternate Representative. In case of death, resignation or dismissal of the alternate
Representative, he shall be replaced by another alternate representative appointed by the
general meeting of the Noteholders (the General Meeting).
(b)
If the applicable Final Terms specify “Contractual Masse”, the Noteholders shall be
automatically grouped, in respect of all Tranches of a single Series, for the defence of their
common interests in a Masse. The Masse shall be governed by the provisions of the Code de
commerce, except articles L. 228-48, L. 228-59, L. 228-71, R. 228-63, R. 228-67 and R.
228-69.
(i)
Legal personality
The Masse will be a separate legal entity, acting in part through a representative
(the Representative) and in part through a Noteholders' general meeting (the
Noteholders’ General Meeting).
The Masse alone, to the exclusion of all individual Noteholders, shall exercise the
common rights, actions and benefits which may accrue now or in the future under or
with respect to the Notes.
(ii)
Representative
The person acting as Representative may be of any nationality. However, the
following persons may not be chosen as Representative:
53
(A)
the Issuer, its managing directors, the members of its Board of Directors, its
statutory auditors, its employees and their ascendants, descendants and
spouses, or
(B)
entities guaranteeing all or part of the obligations of the Issuer, their
respective general managers, managing directors, members of their Board of
Directors, Executive Board or Supervisory Board, their statutory auditors,
employees or any of their ascendants, descendants and spouses respectively,
or
(C)
any persons prohibited from exercising the profession of banker, or who are
disqualified from acting as director, administrator or manager of a company
in whatever capacity.
The names and addresses of the incumbent Representative of the Masse and his
alternate shall be set forth in the applicable Final Terms. The Representative
appointed for the first Tranche of a Series of Notes shall be the sole Representative
of the Masse for all Tranches of such Series.
The Representative shall receive remuneration for the performance of his functions
and duties, if so provided, on such date or dates as may be specified in the applicable
Final Terms.
In the event of death, resignation or dismissal of a Representative, the alternate
Representative shall replace him. In the event of death, resignation or dismissal of
the alternate Representative, the Noteholders’ General Meeting shall appoint another
alternate Representative to replace him.
All interested parties may at any time obtain the names and addresses of the initial
Representative and his alternate at the principal office of the Issuer and the specified
office of any of the Paying Agents.
(iii)
Powers of the Representative
The Representative shall (in the absence of any decision to the contrary of the
Noteholders' General Meeting), have the power to take any management action
necessary for the defence of the common interests of the Noteholders.
All legal proceedings brought against or by the Noteholders must be brought by or
against the Representative.
The Representative may not interfere in the management of the Issuer’s affairs.
(iv)
General Meeting
Noteholders' General Meetings may be held at any time, on convocation either by
the Issuer or the Representative. One or more Noteholders, holding together at least
one-thirtieth of the nominal amount of the Notes outstanding may request the Issuer
or the Representative to convene a General Meeting. If such General Meeting has
not been convened within 2 months from such demand, such Noteholders may
instruct one of themselves to petition the competent courts of Paris to appoint an
agent to convene the meeting.
54
Notice of the date, hour, place and agenda of the General Meeting shall be published
as provided in Article 15.
Each Noteholder has the right to participate in General Meetings in person, by proxy
or by postal ballot. Each Note carries one vote or, in the case of Notes issued with
several Specified Denominations, one vote in respect of each multiple of the smallest
Specified Denomination comprised in the principal amount of the Specified
Denomination of such Note.
(v)
Powers of the General Meeting
The General Meeting has power to consider proposals for the dismissal and
replacement of the Representative and his alternate. It may also vote on any other
matter concerning the common rights, actions and benefits attached to or accruing
with respect to the Notes, now or in the future, including authorising the
Representative to act at law whether as plaintiff or defendant.
The General Meeting may also consider any proposal relating to modification of the
Terms, including any proposal for arbitration or settlement, relating to rights that are
in dispute or the subject of judicial decision; the General Meeting may not, however,
increase the obligations of the Noteholders or breach in any manner the principle of
equality between Noteholders.
General Meetings may only deliberate validly on first convocation if the Noteholders
present or represented hold at least one fifth of the nominal amount of Notes then
outstanding. On second convocation no quorum is required. Decisions at General
Meetings shall be valid if taken by a majority of two thirds of the votes cast by the
Noteholders present or represented at such meeting.
Pursuant article R. 228-71 of the Code de commerce, the right of each Noteholder to
participate in General Meetings will be evidenced, by the entities, of the Notes in the
securities account of the Relevant Holder on the second business day prior to the
relevant General Meeting as of midnight, Paris time.
Resolutions adopted by General Meetings shall be published in accordance with the
provisions of Article 15.
(vi)
Information for Noteholders
Each Noteholder or its representative shall have the right, throughout the 15 calendar
day period preceding the holding of each General Meeting, to consult or make copies
of the text of the resolutions to be proposed and of the reports to be presented at the
General Meeting. Such documents will be available for inspection at the principal
office of the Issuer, at the specified offices of the Paying Agents and at any other
place specified in the notice of such meeting.
(vii)
Expenses
The Issuer shall pay, upon presentation of duly documented evidence, all expenses
incurred in connection with the conduct of the affairs of the Masse, including all
expenses relating to notices and the holding of General Meetings and, more
generally, all administrative expenses voted by the Noteholders' General Meeting,
provided however that no expenses may be imputed against any interest payable on
the Notes.
55
(viii)
Single Masse
The holders of Notes of the same Series, (including Noteholders of any other
Tranche consolidated in accordance with Article 14) and the holders of the Notes of
any series that have been consolidated with another Series in accordance with
Article 1.5, shall be grouped together for the defence of their common interests into
a single Masse. The Representative appointed for the first Tranche of a Series of
Notes shall be the Representative of the single Masse of the Series.
For the avoidance of doubt in this Article 11, the term “outstanding” shall not include the
Notes repurchased by the Issuer, pursuant to Article L. 213-1 A of the French Code de
commerce, that are held by it and not cancelled.
12.
AMENDMENTS
These Terms may be amended or modified by a supplement to the Base Prospectus.
The parties to the Fiscal Agency Agreement may, without the consent of the Noteholders or
Couponholders, amend or waive any provisions thereof with a view to remedying any ambiguity or
rectifying, correcting or completing any defective provision of the Fiscal Agency Agreement, or in
any other manner that the parties to the Fiscal Agency Agreement may consider necessary or
desirable but only to the extent that, in the reasonable opinion of the parties, the interests of the
Noteholders or Couponholders are not prejudiced.
13.
REPLACEMENT OF PHYSICAL NOTES, RECEIPTS COUPONS AND TALONS
In the case of Materialised Notes, any Physical Note, Receipt, Coupon or Talon that has been lost,
stolen, defaced or destroyed in whole or in part, may be replaced, in compliance with applicable laws
and stock market rules and regulations at the offices of the Fiscal Agent or any other Paying Agent,
if any, appointed by the Issuer for such purpose and whose appointment shall be notified to the
Noteholders. Such replacement shall be made against payment by the claimant of any fees and
expenses incurred in connection therewith and subject to such terms as to proof, security or
indemnity (which may provide, inter alia, that in the event that the Physical Note, Receipt, Coupon
or Talon allegedly lost, stolen or destroyed is subsequently presented for payment or, as the case
may be, for exchange for further Coupons, the Issuer shall be paid, at its request, the amount payable
by the Issuer in respect of such Physical Notes, Coupons or further Coupons). Partially destroyed or
defaced Materialised Notes, Receipts, Coupons or Talons must be surrendered before replacements
will be issued.
14.
CONSOLIDATED ISSUES
The Issuer shall be entitled, without the consent of the holders of any Notes, Receipts or Coupons, to
create and issue further notes to be consolidated with the Notes to form a single Series, provided that
such Notes and the further notes confer on their holders rights that are identical in all respects (or
identical in all respects other than the issue date, issue price and the first interest payment) and that
the terms of such Notes provide for consolidation and references to “Notes” in these Terms shall be
interpreted accordingly.
15.
NOTICES
15.1
Notices addressed by the Issuer to the holders of Dematerialised Notes in registered form shall be
valid either (a) if they are posted to their respective addresses, in which case they shall be deemed to
have been delivered on the fourth Business Day after posting or (b) at the option of the Issuer, if they
are published on the website of any relevant regulatory authority, in one of the leading economic and
56
financial daily newspapers with general circulation in Europe (which is expected to be the Financial
Times). So long as the Notes are admitted to trading on any regulated market and the applicable rules
of such market so require, notices shall not be deemed to be valid unless published in an economic
and financial daily newspaper with general circulation in the city(ies) in which the Notes are
admitted to trading, which in the case of Euronext Paris is expected to be Les Echos and in any other
manner required, as the case may be, under the applicable rules of such market.
15.2
Notices addressed to Noteholders of Materialised Notes and Dematerialised Notes in bearer form
shall be valid if published in a leading economic and financial daily newspaper with general
circulation in Europe (which is expected to be the Financial Times) and, so long as the Notes are
admitted to trading on any regulated market and the applicable rules of such market so require,
notices shall also be published in an economic and financial daily newspaper with general circulation
in the city(ies) in which the Notes are admitted to trading, which in the case of Euronext Paris is
expected to be Les Echos and in any other manner required, as the case may be, under the applicable
rules of such market.
15.3
If any such publication is not practicable, the notice shall be validly given if published in a leading
economic and financial newspaper with general circulation in Europe, provided however that, so
long as the Notes are admitted to trading on any regulated market, notices must be published in any
other manner required, as the case may be, under the applicable rules of such regulated market.
Noteholders shall be deemed to have had notice of the contents of any notice on the date of
publication, or if the notice was published more than once or on different dates, on the date of the
first publication as described above. Couponholders shall be deemed, in all circumstances, to have
had notice of the contents of any notice addressed to Noteholders of Materialised Notes in
accordance with this Article.
15.4
Notices addressed to holders of Dematerialised Notes (whether in registered or bearer form) in
accordance with these Terms may be delivered to Euroclear France, Euroclear, Clearstream,
Luxembourg or any other clearing system through which the Notes are then cleared, instead of
posting or publishing the notice as provided in Articles 15.1, 15.2 and 15.3 above, provided however
that so long as the Notes are admitted to trading on any regulated market and the applicable rules of
such market so require, notices shall also be published in an economic and financial daily newspaper
with general circulation in the city(ies) in which the Notes are admitted to trading, which in the case
of Euronext Paris is expected to be Les Echos and in any other manner required, as the case may be,
under the applicable rules of such market.
16.
GOVERNING LAW, LANGUAGE AND JURISDICTION
16.1
Governing law
The Notes, Receipts, Coupons and Talons are governed by and shall be interpreted in accordance
with French law.
16.2
Language
This Base Prospectus has been drafted in the French language. A free translation in English may be
available, however only the French version may be relied upon as the authentic and binding version.
16.3
Jurisdiction
Any claim against the Issuer in relation to the Notes, Receipts, Coupons or Talons shall be brought
before the courts within the jurisdiction of the Paris Court of Appeal. The Issuer submits to the
jurisdiction of the French courts.
57
TEMPORARY GLOBAL CERTIFICATES IN RESPECT OF MATERIALISED NOTES
1.
TEMPORARY GLOBAL CERTIFICATES
A Temporary Global Certificate in respect of Materialised Notes, without interest coupons, will
initially be issued (a Temporary Global Certificate) for each Tranche of Materialised Notes, and
shall be deposited at the latest by the issue date of such Tranche with a common depositary (the
Common Depositary) for Euroclear Bank S.A./N.V., as operator of the Euroclear system
(Euroclear) and Clearstream banking, société anonyme (Clearstream, Luxembourg). Following
deposit of such Temporary Global Certificate with a Common Depositary, Euroclear or Clearstream,
Luxembourg shall credit each subscriber with an amount in principal of Notes equal to the nominal
amount so subscribed and paid for.
The Common Depositary may also credit the accounts of subscribers of a nominal amount of Notes
(if so specified in the applicable Final Terms) in other clearing systems through accounts held
directly or indirectly by such other clearing systems with Euroclear and Clearstream, Luxembourg.
Conversely, a nominal amount of Notes initially deposited with any other clearing system may, in
the same manner, be credited to the accounts of subscribers held with Euroclear, Clearstream,
Luxembourg or other clearing systems.
2.
EXCHANGE
Each Temporary Global Certificate in respect of Materialised Notes shall be exchangeable, free of
charge to the bearer, at the earliest on the Exchange Date (as defined below):
3.
(a)
if the applicable Final Terms specify that the Temporary Global Certificate is issued in
compliance with the C Rules or in a transaction to which the TEFRA rules do not apply (see
the section “General Description of the Programme – Selling Restrictions”), in whole but not
in part, for Physical Notes; and
(b)
in all other cases, in whole but not in part, after certification, to the extent required under
section § 1.163-5(c)(2)(i)(D)(4)(ii) of the US Treasury regulations, that the Notes are not
held by US persons, for Physical Notes.
DELIVERY OF PHYSICAL NOTES
On or after the Exchange Date, the holder of a Temporary Global Certificate may surrender such
Temporary Global Certificate to or to the order of the Fiscal Agent. The Issuer shall, in exchange for
any Temporary Global Certificate, deliver or procure the delivery of an equal aggregate nominal
amount of duly signed and authenticated Physical Notes. For the purposes of this Base Prospectus,
Physical Notes means, in respect of a Temporary Global Certificate, the Physical Notes for which
the Temporary Global Certificate may be exchanged (having, if appropriate, attached to them all
Coupons in respect of interest and Receipts in respect of Instalment Amounts that have not already
been paid on the Temporary Global Certificate and a Talon). Physical Notes will be security printed
in accordance with any applicable legal and stock exchange requirements.
Exchange Date means, in relation to a Temporary Global Certificate, the day falling no earlier than
40 calendar days after its issue date, provided however that, in the case of a further issue of
Materialised Notes, to be consolidated with such previously mentioned Materialised Notes, issued
prior to such day in accordance with Article 14, the Exchange Date may, at the option of the Issuer,
be postponed until a date falling at least 40 calendar days after the issue date of such further
Materialised Notes.
58
In the case of Materialised Notes with a minimum maturity of more than 365 calendar days (to
which the TEFRA C Rules do not apply), the Temporary Global Certificate must include the
following legend:
ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF
1986) WHO HOLDS THIS NOTE WILL BE SUBJECT TO RESTRICTIONS UNDER
UNITED STATES FEDERAL INCOME TAX LAWS, INCLUDING THOSE PROVIDED
UNDER SECTIONS 165(J) AND 1287(A) OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED.
59
DESCRIPTION OF THE ISSUER
1.
2.
3.
4.
5.
6.
7.
8.
Statutory Auditors ..................................................................................................................................... 61
Information relating to the Issuer .............................................................................................................. 61
Overview of activities ............................................................................................................................... 65
Structure diagrams .................................................................................................................................... 82
Trend information - Issuer's prospects since 31 December 2013 .............................................................. 82
Administrative, management and supervisory bodies............................................................................... 82
Principal shareholders ............................................................................................................................... 84
Issuer's assets, financial position and earnings.......................................................................................... 86
60
1.
STATUTORY AUDITORS
Mr Fabien CREGUT, Mrs Catherine RIOU
Auditors
Cabinet COREVISE - RSM Paris, member of RSM International
26 rue Cambacérès
75008 Paris - France
www.corevise.com
2.
INFORMATION RELATING TO THE ISSUER
The "Société d’Etude, de Maitrise d’Ouvrage et d’Aménagement Parisienne" (Parisian development,
project ownership and studies company) (SEMAPA or the Issuer) is a public local development
company (société publique locale d’aménagement or (SPLA)), with the legal status of a limited
company (SA), which is majority-owned by Ville de Paris (Ville de Paris or the City). Its mandate
is to carry out urban development projects in several parts of the 13th arrondissement of Paris.
SEMAPA is one of the main urban developers in Paris. In addition to Paris Rive Gauche (PRG), the
biggest redevelopment project in Ile-de-France, SEMAPA is, notably, in charge of development at
the Gare de Rungis area and the Joseph Bédier-Porte d’Ivry development. In addition, SEMAPA acts
as a delegated project owner on projects that are closely linked with ongoing urban development
schemes.
PRINCIPAL FINANCIAL INFORMATION at 31 December 2013:
2.1
Turnover:
€96M4
Balance sheet total:
€694M
Staff:
67 employees
Net income (2013):
€0.2M Debt (FY2013): €357.9M
History and development of the Issuer
1991: SEMAPA and Ville de Paris concluded the PRG concession agreement, which specified
details of the development programme and SEMAPA’s role. It described the infrastructure to be
built and the buildable surface area of the development.
Conclusion of the agreement between Ville de Paris and SNCF for the PRG development. This
defined the overall partnership for this development and included details of the railway rights-of-way
to be granted, price calculations, the railway work to be carried out and a preliminary timeline.
1993: International urban planning consultation for the Austerlitz district.
1995: International urban planning consultation for the Masséna district. Official opening of the
Bibliothèque Nationale de France. Beginning of the development of the Avenue de France in the
Tolbiac district.
1997: Review of the PRG master plan.
4
In this Description of the Issuer, €M means millions of Euros.
61
2000: Memorandum of Understanding between Ville de Paris, the State and the Region to create a
university campus for 30 000 students and researchers in the PRG Mixed Development Zone (Zone
d’Aménagement Concertée or ZAC).
Obtained the ISO 14 001 "Environmental Management" certification for the PRG development.
SEMAPA became the first development organisation to have an environmental certification,
demonstrating its environmental awareness.
2002: Sale of the first construction plot to ING for 49 000 m² of offices and commercial premises
(plot "M7" of the PRG development). Architect: JP Viguier.
2003: PRG: New project master plan, updating the development programmes in line with the new
Local Urbanism Plan (Plan Local d'Urbanisme or PLU). (This included development of the
university scheme and green spaces and a reduction in planned office space.)
2006: First academic year for Paris 7 Diderot and the Paris-Val-de-Seine architecture school in their
new PRG campuses - the first achievements of the ZAC university scheme.
2008: Delivery of the Université Paris 7 Biology and Chemistry buildings constructed by SEMAPA,
as authorised agent of the City.
2010: Changes to the PLU of PRG ZAC for Masséna-Bruneseau, allowing 180 metre-high office
buildings and 50 metre residential buildings.
2011: New Paris/SEMAPA/SNCF/RFF partnership agreement, replacing the 1991 founding
agreement.
2012: Transformation of SEMAPA into an SPLA known as the Société d’Etude, de Maitrise
d’Ouvrage et d’Aménagement Parisienne and conclusion of a supplemental agreement to the 12
January 2004 PRG agreement, extending the term of the development to 2024.
(a)
Issuer's legal and commercial name
The Issuer's legal name is "Société d’Etude, de Maîtrise d’ouvrage et d’Aménagement
Parisienne".
The Issuer's common name is "SEMAPA", an acronym of its legal name.
The Issuer’s corporate purpose is described as follows in Article 2 of SEMAPA's articles of
association:
SEMAPA's purpose is to carry out the missions specified in Article L.327-1 of the French
Urban Planning Code within the area of the 13th arrondissement of Paris, exclusively on
behalf of local authorities or groups of local authorities, which are its shareholders.
More generally, the company can carry out any activities of any sort that are directly or
indirectly related to this purpose and that are likely to facilitate progress towards or
achievement thereof, subject as provided by the broad legal framework set out under Article
L.327-1 of the French Urban Planning Code.
(b)
Issuer's place of incorporation and company number
The Issuer is registered in the Paris Trade and Companies Register under the unique
company number 702 017 724.
62
(c)
Issuer's date and term of incorporation
The Issuer was incorporated on 15 April 1970.
Its duration is sixty years, which may be extended in accordance with operational
requirements, taking into account the forecast deadlines of projects assigned to SEMAPA.
(d)
Registered office, legal form and legislation governing its activities
Registered office address:
69/71, rue du Chevaleret - 75013 PARIS
Telephone: 01 44 06 20 00
Website:
www.semapa.fr
Status: The Issuer is a public local development company (société publique locale
d’aménagement or SPLA).
The Issuer is a privately-held French law company. The regime governing its development
activities was established by law 2006-872 of 13 July 2006, which created Article L.327-1
of the French Urban Planning Code, and was supplemented by law 2010-559 of 28 May
2010 for the development of Local Public Companies (Sociétés Publiques Locales or SPLs).
SEMAPA is subject to the common law applicable to commercial companies set out in Book
VI of the French Code de Commerce, with regard to managing company difficulties.
The Issuer is subject to French law and, in particular, is governed by the following
provisions:

Article L.1531-1 of the French General Local Authorities Code, which provides the
legal regime applicable to local public companies;

Book II Title II Chapter V of the French Code de commerce relating to limited
companies, which pursuant to Article L.1531-1 of the French General Local
Authorities Code, applies to local public companies*;

Book V Title II of the first part of the French General Local Authorities Code
applicable to semi-public companies, whose legal regime applies to local public
companies pursuant to Article L.1531-1 of the French General Local Authorities
Code; and

Article L.327-1 of the French Urban Planning Code, defining public local
development companies.
*This provides, in particular, that decisions of the Issuer's Board of Directors and the
development concessions in which it is involved must be notified to the departmental Prefect
for Paris within fifteen days. If the Prefect believes that a notified decision is likely to
significantly increase either the financial burden on one or several local authorities or their
shareholder groups, or the risk incurred by the local authority(ies) or groups thereof that
have guaranteed a loan taken out by the Issuer, it will duly notify the regional audit chamber
(Chambre régionale des comptes) within one month following the date of the first
notification. The regional audit chamber in turn will duly inform the Issuer and relevant
assemblies of the local authorities or the groups, shareholders or guarantors thereof.
63
Referral of the matter to the regional audit chamber will lead to a second reading of the
relevant decision by the Board of Directors, Management Board or general assemblies. The
regional audit chamber has one month following the referral to send its opinion to the
Prefect, the Issuer and the decision-making assemblies of the local authorities or the groups,
shareholders or guarantors thereof.
SEMAPA carries out development activities that fall within the remit of its shareholder local
authorities:

under administrative contracts;

through concessions defined by article L.300-1 of the French Urban Planning Code;
or

pursuant to mandates,

in each case, as entrusted to do so by its shareholders (local authorities).
(i)
Main characteristics of the SPLA legal framework

Shareholder control: Only local authorities and groups thereof can be SPLA
shareholders. These public shareholders hold all of the capital and seats on
the Board of Directors, which in turn appoints and removes the Chief
Executive Officer. These conditions are required to ensure that SPLAs have
full regard to the strategic and political direction of their local authority
shareholders.

Reduced administrative requirements: SPLAs are considered as in-house
developers and their public shareholders do not therefore oblige them to
compete for contracts, in accordance with EU law. The lack of such
procedures saves considerable time in development projects.
The obligation to be subject to a competitive tendering process applies to SPLAs
themselves. In accordance with their own requirements and to implement the
projects assigned to them, they must comply with the rules set out in order 2005-649
of 6 June 2005, relating to tendering by certain public or private persons not subject
to the French Public Procurement Code, and in the French Public Procurement Code
where they act as agents for shareholder authorities.
(ii)
Details of the SPLA's in-house status and its impact on shareholders
The established legal framework means that some of the conditions (required
pursuant to jurisprudence) allowing the local authority shareholder to exercise the
same control over the SPLA as it does over its own departments, are automatically
met. This facilitates project management and means that the SPLA can be
considered as an in-house entity in accordance with applicable case law. This in turn
exempts the local authority shareholder from its obligation to hold a competitive
tendering process.
The following conditions must be met to enable the SPLA to be treated on an inhouse basis and not be obliged, by its shareholders, to enter competitive tendering
processes:
64
(e)

the relevant entity must carry out most of its work with its shareholding
authority(ies); and

the authority must exercise the same control over such entity as that which it
exercises over its own departments.
Recent events relating to the Issuer's solvency
In the first quarter of 2014 SEMAPA began the process of obtaining a financial rating, to
diversify its funding capacities and benefit from lower cost borrowing through international
competition on financial markets. SEMAPA requested a rating from the agency Fitch,
which, on 18 December 2014 granted it a long-term rating of AA- with a stable outlook and
a short-term rating of F1+.
3.
OVERVIEW OF ACTIVITIES
3.1
Details of the Issuer's activities
(a)
Economic rationale for the Issuer's activities
SEMAPA plays a dual role through its primary activity as a development company for
public projects:

delivering construction projects; and

delivering public infrastructure projects.
The two roles are economically related since:

construction projects generate income through the sale of serviced plots of land
(to developers); and

the income as supplemented by local authority subsidies pays for infrastructure
and land (the expenses).
The purchase and resale of land generate a capital gain intended to cover the added value
of the development expenses.
Developers' activity is impacted by the irregular timing of land transfers, particularly
because plots offered for sale are not generated in a standardised way. Expenses are also
irregular, as transactions frequently take longer than a year to conclude.
(b)
Details of the Issuer's role as Project Owner
The development contracts agreed with Ville de Paris (e.g. Article 2 of the PRG
development contract) appoint SEMAPA as project owner for infrastructure and amenities
within the context of the developments.
The project owner's role is described in the law on public project contracting, known as the
“Loi MOP” (Title I, Law no. 85-704 of 12 July 1985), which provides that:
“The project owner is the legal entity for which the development is built. As principal party
responsible for the development, it is obliged to act in the general interest.
65
After confirming the feasibility and timeliness of the proposed development, the project
owner must also determine the location of the project, set out a schedule, decide on its
provisional budget, choose the relevant process governing the project and agree the
contracts for relevant studies and execution of the work with selected contractors and
businesses.
(c)
Details of the Issuer’s role as developer
(i)
Legal framework for development
The developer's role is specified in Articles L.300-1 et seq. of the French Urban
Planning Code, which provides as follows:
“Development operations or actions are intended to implement an urban project, a
local housing policy, organise the maintenance, extension or set-up of economic
activities, foster the development of leisure and tourism, create community
amenities, combat unsanitary conditions, enable urban renewal and safeguard or
showcase heritage, whether developed or undeveloped, as well as public spaces.
Development, as defined herein, means all of the activities of local authorities or
public inter-municipality cooperation establishments that, within their respective
remits, aim on the one hand to manage or permit the actions and operations
described above and, on the other hand, to ensure the consistency of such actions
and operations.”
(ii)
Contractual framework of SEMAPA's development operations
Development projects are subject to agreements made with Ville de Paris (details of
which are set out separately herein), which specify the nature of SEMAPA's role as
follows:
(A)
Acquiring by amicable agreement or compulsory purchase the land,
buildable surface and underground areas, built units and buildings included
within the perimeter of the area together with those located outside the area
which are necessary to enable the relevant works to be carried out and,
where required, rehousing any occupants, lessees or owners, demolishing
existing buildings and preparing the land for construction.
In cooperation with the City and relevant authorities, SEMAPA shall
rehouse the occupants of acquired buildings on a lasting basis and as swiftly
as possible, providing interim accommodation prior to rehousing, where
necessary. SEMAPA shall use all means at its disposal to prevent the
reoccupation of such buildings between the date on which they are emptied
until their demolition, except where, upon request by the City, they are to be
otherwise used for an interim period. Where this is the case the land and/or
buildings may only be leased for their use.
SEMAPA is obliged to demolish or render uninhabitable the emptied areas
as soon as the project is technically viable.
SEMAPA must manage the acquired buildings until they are demolished.
(B)
Preparing the ground acquired by or made available to SEMAPA for the
development (demolition, levelling etc).
66
(C)
Upon request by the City, contributing to the reconstruction of municipal
and other public amenities that have to be relocated due to the development.
SEMAPA may be required to contribute financially or by carrying out
works to relocate such municipal and other public services.
Such services are relocated in locations selected by the City, which may be
outside the ZAC.
(D)
Project managing the placing of cover roofing slabs over the railway where
planned.
(E)
Project managing the delivery of primary and secondary infrastructure
facilities in the area, and potentially in adjacent areas of ZAC, as specified in
the public infrastructure plan relevant to the developer’s project ownership
role.
SEMAPA shall, in particular, build and, if so requested by the City, manage
any planned project service tunnels.
(F)
With regard to railways, SEMAPA shall project manage the digging of the
foundations and laying of slabs of the railway tracks and bridges as well as
cover slabs over the railway, where planned.
(G)
Deliver the buildings and amenities for commercial, economic, and where
applicable, educational, social, medical, administrative, sports and cultural
purposes, inter alia, which are required for the full operation of the area.
(H)
Transfer the public amenities and the plots on which they are built to Ville
de Paris.
(I)
Coordinate the works and, in particular, the railway works prior to covering
of the railway tracks.
(J)
Manage and coordinate the delivery of amenities to be paid for by other
beneficiaries of land use transfers, leases or concessions.
(K)
Promote the sale of units of land and property and transfer, grant or lease
them to different users. Market the rights to build offices dynamically. In
particular, with regard to part of the plan, promote the sale of such rights to
end-users to be selected in agreement with the local authority, taking into
account the City's particular aims.
(L)
Welcome new inhabitants to the area, coordinate activities in the area,
promote an open information policy on the site and in surrounding areas for
neighbouring residents and more generally, people interested in or affected
by the development.
(M)
Generally ensure all studies are carried out and coordinate the development.
(N)
Manage, on an interim basis, the amenities, buildings and other property,
intended ultimately to be transferred to the City or other third parties.
67
(d)
(O)
Carry out its role in relation to the units of land and property acquired by
SEMAPA and those acquired and made available for such purposes by Ville
de Paris.
(P)
Take all necessary steps to obtain the administrative and planning
permissions required to enable it to carry out its role.
(Q)
Participate in relevant steering committees.
Details of concession development projects
(i)
Development concessions
A development concession is a contract under which the State or a local authority
appoints a developer to carry out a development project specified by Article L.300-1
of the French Urban Planning Code. The developer acts as project owner for the
project and carries out studies and any other work required for project execution.
The developer can be tasked with acquiring the assets required for the project,
including, where necessary, through compulsory purchase or seizure. It sells, leases
or grants rights to property located within the perimeter of the development plot.
Where the developer bears a considerable share of the economic risk of the project
(through marketing and sale of land and buildings), the development concession
constitutes a "works concession" within the meaning of EU law. Where this is not
the case, it is a "public works contract" as defined by EU law.
This type of public contract contrasts in particular with a mandate or agency
contract, under which the mandated party carries out legal acts for and on behalf of
the mandating party. The mandate contract provides for payment of an amount for
works entrusted from the mandating party to the mandated party.
At 31/12/2013, the following development concessions have been awarded to
SEMAPA:
Development
concessions
Shareholding
authority
Paris Rive
Gauche
Joseph Bédier Porte Ivry
Gare de Rungis
Olympiades
Stadium extension
90 boulevard
Vincent Auriol
Ville de Paris
2013 total
budget
€'000s excl.
tax
12 January 2024 4 375 870
Ville de Paris
8 February 2016
89 227
Ville de Paris
Ville de Paris
26 August 2014
Nearing
completion
31 December
2018
82 878
26 090
Ville de Paris
Agreement end
date
21 922
“€'000s” means thousands of Euros.
“excl. tax” means “net of tax”.
(ii)
Technical, financial and accounting control exercised by the contractor
68
For each project awarded by concession, the concession-holder is legally required
(under Article L.300-5, II, 3 of the French Urban Planning Code) to provide an
annual financial report, including the following in an appendix:
(A)
an up-to-date projected balance sheet relating to the development including
income received and expenses incurred for the project to date and an
estimate of income and expenses for the remaining part of the project.
(B)
a current cash-flow plan including a schedule of income and expenses for the
project; and
(C)
a table of property acquisitions and disposals made during the financial year.
The up-to-date projected project balance sheet is presented as a Provisional Income
and Expenses Statement (Etat Prévisionnel des Produits et Charges or EPPC) and
includes the following:

income received and expenses incurred to date as recorded in the annual
accounts; and

an estimate of income and expenses for the remaining part of the project, on
the basis of forecasts thereof.
SEMAPA therefore has to produce multi-year forecasts every year covering each of
its projects.
3.2
Principal project: the PRG development concession
(a)
Overview
The PRG urban development zone (ZAC) is located in the 13th arrondissement of Paris and
covers an area of approximately 130 hectares. It is located between the Boulevard de
l’Hôpital and the edge of the municipality of the town of Ivry and between the Seine and the
areas extending up to the rue du Chevaleret.
The PRG ZAC, initially called “Paris Seine Rive Gauche” was established on 27 May 1991,
by decision of the Council of Paris. The development was awarded to SEMAPA through a
concession contract dated 2 August 1991 and then through a public development agreement
dated 12 January 2004, which was extended until 12 January 2024 by a supplementary
agreement dated 28 August 2012.
The "Paris Seine Rive Gauche" ZAC was renamed "Paris Rive Gauche" by a decision of the
Council of Paris dated 22 July 1996. The project initiation plan for the ZAC was amended
by the Council of Paris at its meeting on 24 and 25 February 2003, in particular to allow
development of further housing supply, instead of offices. The ZAC Area Development
Plan was amended in 1997, by including a reduction from 165 000 to 150 000 m² of the net
floor area reserved for railway construction.
The development project is a development concession, including a 2.4 million m²
construction programme over the period 1991 to 2024 under a 4.3 billion Euro budget.
(b)
Map of PRG sectors (including contractual site perimeters)
69
(c)
Partnership with Ville de Paris, RFF and SNCF for PRG
The development project includes several railway rights-of-way which will be used partly
above and partly below ground. These rights-of-way cover a surface area of around 47 ha.
Around 30 ha of this area have become RFF property, pursuant to Article 5 of Law no. 97135 of 13 February 1997. There are approximately twenty-five hectares (25 ha) of railway
rights-of-way still to be acquired for the next stage of the development. 11 ha are RFF
property and approximately 14 ha belong to SNCF.
Partnership implementation terms were set out in the various agreements signed by the City,
SNCF, SEMAPA and/or RFF between 1991 and 1997. These include project management
agreements relating to the railway rights-of-way, delegated project ownership agreements
and general railway specifications.
An agreement dated 7 November 2011 has replaced prior agreements. It establishes a
partnership for PRG between Ville de Paris, RFF and SNCF.
The aim of this agreement is to define the terms for the City (or SEMAPA as developer) to
acquire real estate both in terms of land and buildings owned by RFF and SNCF, the
conditions relating to the necessary work to be carried out to grant the railway rights-of-way
and conditions for SEMAPA to carry out railway works.
As it is expected that development on the railway rights-of-way will take at least ten years
from 2011, the agreement also sets out a shared governance arrangement to allow the parties
to adapt to changes over this period and to other partners' essential aims.
The partners' aims are as follows:

for the City - to continue to lead the project by defining public urban planning
objectives and for SEMAPA, to manage the land requirements for the rest of the
development and limit the net cost of the development to the City;
70

for RFF - to ensure good operating conditions for the railway network, safeguard
future potential railway developments and reach an acceptable balance of income
from asset sales and works expenditure;

for SNCF - to strike an acceptable balance between income from asset sales and
expenses from works relating to such asset sales to justify transferring some of its
heritage assets in Paris.
The Pôle d’Austerlitz sector is subject to a framework agreement signed by Ville de Paris,
SEMAPA and SNCF, which supplements and clarifies the provisions of this agreement.
As such, the partnership agreement is supplemented by Ville de Paris, SNCF, SEMAPA
framework agreement with regard to the planning, funding and target timetable for the Pôle
d’Austerlitz area of PRG ZAC.
It provides that the following successive agreements will specify the terms for delivery of
each stage of the development:
(d)

Agreement 1 between Ville de Paris, SNCF and SEMAPA, which relates to
redevelopment of the "Cour Seine" area.

Agreement 2, which relates to the development of office space in the large halls
known as the "grande halle voyageur" and the "embarcadère d’Orléans".

Agreement 3, which relates to plots A7 to A8A.
Project plan and composition
(i)
PRG construction plan (project income)
The development must cover a total surface area of 2 455 000 m², including:

Approximately 585 000 m² of residential property and special housing
units. Social housing will represent at least 50% of the total residential
surface area;

Approximately 745 000 m² of office space;

Approximately 405 000 m² for other purposes (shops, services, creative and
productive activities, hotels, etc);

Approximately 665 000 m² for large public amenities, comprising:

Approximately 250 000 m² for the Bibliothèque nationale de France
(existing);

210 000 m ² for higher education;

150 000 m ² for railway facilities;

55 000 m ² for hospital facilities, including the rebuilding of 32 000
m², and
71

Approximately 55 000 m² for public community amenities, comprising
schools, high schools, gyms, a swimming pool, a community centre, nursery
facilities, a theatre, cultural amenities, a student centre and a local leisure
centre.
Furthermore, the development provides constructions that are not included in the
floor area total, such as car parks related to other developments.
Distribution of PRG income (€4 375M excl. tax) EPPC FY ended 2013
Offices
Shops/amenities
Housing
Universities and other
Payments to the city
City contribution
(infrastructure)
Others
(ii)
Outstanding developments (project expenses) in PRG ZAC
The planned developments in the area include all of the road and services
infrastructure construction, the development of public spaces, parks, public
amenities and various facilities required by individuals living in and using the area.
Any elements of infra- and super-structure facility development that fail to meet this
requirement (i.e. meeting the needs of inhabitants and users) will be paid for by
Ville de Paris.
This development project covers approximately fifty hectares (50 ha) of railway
rights-of-way, 50% of which will be covered with concrete slabs allowing buildings,
roads and green spaces to be built on top of them.
Expected increases in passenger numbers over the next thirty years mean that rail
facilities in the area have to be redesigned. This has included building a new,
adjoining railway station.
72
Distribution of PRG expenses (€4 375 excl. tax) EPPC FY end 2013
Land
Covering railways
Roads, utilities
Building works
Research/studies
Financial fees
Miscellaneous
(iii)
Provisional Income and Expenses Statement (Etat Prévisionnel des Produits et
Charges (EPPC))
This statement is included in the annual accounts and is set out in the Annex to the
FY2013 Financial Statements (note 18) and the Annex to the FY2012 Financial
Statements (note 18).
(iv)
PRG development cash-flow balance and profile
This development is balanced and does not require a balancing contribution
(subsidy).
According to supplemental agreement 1 dated 28 August 2012 to the public
development agreement relating to the PRG development, the City's contribution
comprises a specific contribution of €287M for infrastructure development (e.g. the
Avenue de France development), €459M for acquisition for valuable consideration
of part of the units and land for public amenities and €26M for acquisition for
valuable consideration of the land, units and superstructure facilities from the
developer.
The development's scale and phased delivery schedule over several years requires
considerable, non-linear funding.
Paris Rive Gauche: liquidity 1991-2024 (€M)
Cumulative
expenditure
(e)
Cumulative
income
Continuation of the PRG development in 2013
73
Liquidity shortfall
The development covers several geographic sectors from west to east, including Austerlitz,
Tolbiac, Masséna and Bruneseau.
(i)
Austerlitz
In relation to the Austerlitz sector, supplemental agreements 2 (construction of
office space in the "grande halle voyageur" and "embarcadère d’Orléans") and 3
(plots A7 - A8A) were approved in 2012 and signed in 2013, when supplemental
agreement 3 was also approved by the Council of Paris. This final approval marks
the implementation of the supplemental agreements provided for in the 2 November
2011 partnership agreement.
Pursuant to supplemental agreement 3 an invitation to tender was recently launched
in relation to the land charges for the A7-A8A block.
With regard to the Austerlitz Gare area, work to cover the railway tracks of the
future TGV station has continued and delivery was made in February 2014. Local
public spaces and the "Cour Seine" were developed over the course of the year and
are close to completion. This development, carried out pursuant to supplemental
agreement 1 (redevelopment of the "Cour Seine") signed with our rail partners was
on-schedule, with the exception of the awning over the connecting platform, which
will be the entrance to the station at one end of the extended and landscaped Cour
Seine. This major element was subject to proposals submitted to and reviewed by
the Mayor of Paris. It must be delivered with the same ambition with which the
developer funded the new station ceiling.
In the Austerlitz south sector, from the Boulevard de l'Hôpital, the Pierre and Marie
Curie gardens are being extended by a third. They will be open to the public and will
showcase one of the most beautiful historic sites in Paris. The final stage of the
74
development will cover the area from the south of the site to Boulevard Vincent
Auriol, where green spaces and housing will be developed.
(ii)
Tolbiac
2013 was an important year for the area particularly due to the development in
Tolbiac, south of the Avenue de France.
.The end of 2013 saw the delivery of the T8 complex designed by Rudy Ricciotti
and built by Nexity. It will be home to some municipal services from July 2014.
The real estate complex completes the core PRG junction between Avenue de
France and Rue Neuve Tolbiac.
Moreover, the scale and complexity of the civil engineering works in the sector
demonstrate that Paris and its developer, together with their partners are able to
create new sites to develop the City in original and unexpected places. Work on the
T7 esplanade has continued. The esplanade is expected to be completed at the
beginning of 2015.
Above all, 2013 has been a key year for the Freyssinet project. The City and
SEMAPA had long been reflecting on the future of this industrial building, which
was saved from demolition in 2001 thanks to Bertrand Delanoë and his team. In the
end a private initiative for a digital hub dedicated to "start-ups" will breathe new life
into this forgotten building. Quick reactions from the Mairie de Paris and
ministerial support enabled the project to get off the ground. Following that, City,
State, SNCF and SEMAPA departments all became involved. In less than one year,
over the course of 2013, a memorandum of understanding and then an undertaking
to sell were agreed with Xavier Niel's team.
(iii)
Masséna
Current projects have continued in Masséna, to the north of Avenue de France where
Christian de Portzamparc is the coordinating architect. However, development of
plot M5A2 along Allée d'Ivry, partially overhanging the inner ring road, is on hold
while decisions are made on the road.
To the south of Avenue de France, 2013 saw completion of the studies for the M9A
and M9B infrastructure platforms. The business consultation was published in
November 2013 and contracts were awarded in March 2014.
Construction work on the southern part of the M10 site continued in 2013. This is a
sensitive, nightly construction site due to its proximity to residential premises and
other constraints resulting from interference from the railway. Construction finished
last December. Work on the school, student accommodation and housing unit has
begun and will be completed in time to allow the school to open in September 2015.
(iv)
Bruneseau
Bruneseau, the fourth and last PRG sector, between les Maréchaux and the edges of
the municipalities of Paris and Ivry, is traversed north to south by the city ring road
and is where the railway begins to widen out.
Significant work to prepare the land for development was both completed and begun
in north Bruneseau in 2013. The clean-up operation was finished at the start of the
75
year and tests will be carried out over the next few months. The operation to
relocate the Calcia cement silos, which began in 2011, has now finished. The new
site has been operational since April 2014. The silos on the old site will be
demolished before the end of 2014.
A contract was awarded and work began on development of Rue Jean-Baptiste
Berlier (part underground and part above the station)n for the future extension of
metro line 10. The work is scheduled to take 52 months and should not cause any
road closures.
The development will allow for the creation of new serviced property and in 2013
SEMAPA launched the first invitations to tender for fees for housing units
(B1.A1/B1.A2) which will urbanise the quai d'Ivry and the eastern side of
Boulevard du Général Jean Simon. SEMAPA will soon launch an invitation to
tender for B1.A3.
Finally, following a year of preparation in 2013, the application for building permits
for the Duo towers designed by Jean Nouvel was submitted by Ivanhoé Cambridge
at the start of the year.
(v)
Income and expenses from the PRG development Y/E 2013
Provisional Income and Expenses Statement (EPPC), Y/E 2013 in €Ms excl. tax:
PRG operating income
FY 2013
Sales of property charges
Other sales
City contributions
Other contributions
Other income
Total income
10
40
36
0
1
87
PRG operating expenses
FY 2013
I. Land acquisitions
II. Demolitions
III. Coverage of railways
IV. Roads and utility services works
V. Other public spaces
VI. Development risks/plans
VII. Interim work
VIII. Contributions to
amenities/infrastructure
IX. Reconstruction of SNCF installations
X. Intangible expenses
XI. Specific plans
XII. Operation
Total expenses
9
0
41
12
0
0
0
Cumulative
total Y/E 2013
1 758
188
185
32
40
2 203
Cumulative
total Y/E 2013
926
6
463
263
7
30
59
0
1
0
21
0
4
87
7
554
122
21
2 458
76
PRG income in €M
“p2014” means 2014 forecasts.
Offices
Shops & amenities
Housing
University scheme
Other sales
City contribution (infrastructure)
PRG expenses in €M
Acquisitions and land development
Construction and related costs
“p2014” means 2014 forecasts.
77
Intangible expenses
Other income
3.3
Other development concession activities
(a)
Gare de Rungis ZAC
(i)
Overview and 2013 activity
The Gare de Rungis ZAC is a development concession. It comprises a 39 900 m²
construction scheme running from 2004 to 2014 for a budget of €94M.
The public development agreement expired in August 2014. All of the facilities,
housing, offices, public amenities and public spaces, including the Charles Trenet
garden, were delivered by then. This eco-district, one of the first in Paris, is
therefore nearing completion.
Work completed in FY 2013 in €'000s excl. tax
Gare de Rungis Income
In FY 2013
Intangible income
Sales of public land
City contributions
Other contributions
Financial income
Other income
Total income
0
2 562
0
0
0
0
2 562
Gare de Rungis expenses
In FY 2013
Real estate and ground preparation
Construction work
Developer's infrastructure contribution
Intangible expenses
Taxes
Total expenses
(ii)
(921)
(-91)
1 039
902
(144)
785
Cumulative total
Y/E 2013
68 940
12 435
7 935
453
2 028
124
91 915
Cumulative total
Y/E 2013
60 782
11 864
2 078
6 002
727
81 453
Construction scheme (development income)
The aim of the project is to develop the Gare de Rungis ZAC in the 13 th
arrondissement of Paris. It covers approximately 38 500 m ².
Total planned construction covers around 40 000 m² of total surface area. Half of
this is reserved for offices, shops and other facilities and the other half for
infrastructure, student and university staff accommodation and family housing as set
out in the ZAC master plan.
Development master plan
(7 and 8 June 2004 / 04-DU-0080)
Offices
Shops / Facilities
78
Total surface area
18 000 m²
1 000 m²
Vacant housing
Student/researcher accommodation
Nursing homes
Crèche
Childcare centre
TOTAL
(iii)
6 700 m²
6 300 m²
6 500 m²
1 100 m²
300 m²
39 900 m²
Developments outstanding (project expenses)
Planned developments in the area include demolition, land development, road and
utility services construction, tree-planting and landscaping, covering the railway
tracks and all other facilities required to address the needs of future site inhabitants
and users.
(b)
Bédier ZAC
(i)
Overview
The Joseph Bédier-Porte d’Ivry district in the south-east of the 13th arrondissement,
bordering the Ivry-sur-Seine municipality, covers an area of 27 ha. It is one of the
eleven sites chosen by Ville de Paris for its great urban renewal scheme (Grand
Projet de Renouvellement Urbain (GPRU))
Through this scheme the City hopes to develop an urban renewal policy aimed at
improving living conditions, strengthening ties between different parts of Paris and
the surrounding area, bolster social policies and promote local economic
development.
The project is a development concession. It comprises a 74 000 m² construction
scheme running from 2004 to 2016 for a budget of €86M.
Construction scheme (development income)
(ii)
Project initiation plan
Total surface area
Economic activities
Reconstruction of municipal services
Housing
Crèche and housing association
(OPAC) homes
Youth hostel (Centre International de
Séjour (CIS))
Housing units
Vocational college extension
TOTAL
32 000 m²
5 000 m²
12 000 m²
6 500 m²
10 000 m²
3 000 m²
5 500 m²
74 000 m²
2013 activity
2013 saw the beginning of the operational stage of the Joseph Bédier-Porte d'Ivry
development, in an area that has already undergone some updating and in which a
considerable proportion of the social housing has been redeveloped by Paris-Habitat.
Work on the youth hostel known as the Maison Internationale de Séjour began and
the first floors of the building are already visible from the city ring road.
Furthermore, construction began of offices in some areas on the east and west side
of the Avenue d'Ivry and its junction with the ring road.
79
Work completed in FY 2013 in €'000s excl. tax
Income from Joseph Bédier
In FY 2013
Land charges
Public easements
Public amenities and spaces
Other income
Contributions to balance the project budget
Total income
3 071
0
1
301
0
3 372
Expenses from Joseph Bédier
In FY 2013
Acquisitions and evictions
Land development
Rebuilding of infrastructure
Office Programme West Block
Roads and utility services works
Technical fees
Complementary studies
Miscellaneous expenses
Total expenses
922
0
929
5 560
2 797
177
38
354
10 776
(c)
Cumulative total
Y/E 2013
3 071
0
5 227
390
3 136
11 823
Cumulative total
Y/E 2013
11 418
0
5 533
7 840
6 274
1 216
263
1 836
34 380
Olympiades development
The Olympiades site in the south of the 13th arrondissement, is an area of complete social
and urban regeneration. As such it is included in the great urban renewal project launched
by Ville de Paris in 2002.
The Olympiades were developed in the 1970s in line with modern urban planning principles,
in a vast area mainly occupied by Paris-Gobelins station.
The plot was designed to be a private complex. A free community association was
established to manage the different general and special parties in the complex, including
non-built areas, underground passageways and shared amenities.
This development includes both the renovation of public amenities, the improvement and
updating of public open spaces and improving the quality of residential areas through habitat
intervention.
Marketing for Olympiades began in 2012 and ended in 2013 and reservations have been
processed. A final income and expenses statement is being drawn up and the development
will be completed by the end of 2014.
(d)
Vincent Auriol development
Ville de Paris owns the plot located at 82 to 90 Boulevard Vincent Auriol, 94 to 96 Rue
Jeanne d'Arc and 1 to 11 Rue Jenner in the Pitié-Salpêtrière district. This area of 4 366m²
was created in the first half of the twentieth century following renovations to the Cité Doré
village.
A school was built there in the 1950s, which was extended on the Rue Jenner side in the
1970s.
80
The City commissioned several studies regarding the redevelopment and rationalisation of
the site. These aimed to improve urban planning with regard to the site, better integrating it
into the surrounding area and contributing to the City's housing creation and education
infrastructure improvement objectives.
As part of the "90 Boulevard Vincent Auriol" development, in March 2013 Ville de Paris
awarded SEMAPA a development concession relating to a project including approximately
10 800m² of residential property (1/3 social housing and 2/3 subject to rent control), shops
and other amenities and the rebuilding of educational infrastructure. SEMAPA will be the
project owner for the construction of the new school facilities.
Concession agreement plan
Floor surface area
Housing
Shops
Rebuilding the nursery school
TOTAL
10 800 m ²
500 m²
2 000 m²
13 300 m²
This development began in 2013. The size of a small urban block, it is small in scale.
3.4
Other non-concession activities
SEMAPA's role as agent for some projects
Some projects are assigned to the Issuer by mandate. Where this is the case, SEMAPA acts for and
on behalf of the mandator, which, due to the legal framework governing SPLA's, must be one of its
shareholders.
These developments have specific aims and are generally much smaller than developments awarded
by concession.
At 31 December 2013 all of the mandates awarded to SEMAPA are nearing completion. These
comprise
Development mandates
Clean-up operation (SAP)
Language centre (INALCO)
University buildings
Shareholding authority
Ville de Paris
Ile de France region
Department of Paris
Status
nearing completion
nearing completion
nearing completion
2013 budget €'000s excl. tax
51 195
75 375
62 518
SEMAPA was mandated to act as project owner for the Pôle des Langues et des Civilisations
Orientales (Centre for Eastern Languages and Civilisations) building. The acceptance of reservations
and completion process that began in 2013 will be completed in 2014.
One of the key services that SEMAPA offers to its local authority shareholders is that of acting as
Mandated Project Owner for a building development.
81
4.
STRUCTURE DIAGRAMS
4.1
Financial structure diagram
City of
Paris
65.66%
Ile-deFrance
region
8.07%
Département of
Paris 26.26%
SEMAPA
30 980
shares
(a)
Internal SEMAPA structure diagram including services and departments
Board of
Directors
Chief Executive
Officer
Deputy
CEO
Infrastructure
and Construction
Directorate
5.
Urban Planning
Directorate
Development
Directorate
Communication
Directorate
Real Estate and
Legal
Directorate
Administration
and Finance
Directorate
TREND INFORMATION - ISSUER'S PROSPECTS SINCE 31 DECEMBER 2013
There has been no material adverse change in the prospects of the Issuer since 31 December 2013.
6.
ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES
6.1
Members of the Administrative, Management and Supervisory bodies
List of SEMAPA's company officers and information on the other offices held by company officers
during 2013 (Article L.225-102-1 of the French Code de Commerce)
SEMAPA'S COMPANY OFFICERS
Mrs Liliane CAPELLE
Director
OTHER OFFICES HELD
No other office held
82
Mr Jérôme COUMET
Director and Chairman
Member of the Supervisory Board (Conseil de
Surveillance) of SAEM SOGARIS (SA)
Director of PARIS HABITAT OPH
Representative of the Ile de France region on the
Board of Directors of Société d’Aménagement et
d’Equipement de la Région Parisienne SAERP (SA)
Member of the Supervisory Board of SAEM
SOGARIS (SA)
Member of the Board of Directors and Delegate to
the RIVP (SA) General Assembly
No other office held
Mrs Christine FREY
Director
Mrs Edith GALLOIS
Director
Mrs Marie-Pierre de la GONTRIE
Director
Mr Jean-François GUEULLETTE
Chief Executive Officer
Mrs Annick OLIVIER
Director
Mr Christian SAUTTER
Director
No other office held
Chairman of de France Active Garantie (SA)
Director of Société d’Investissements France Active
(SAS)
Director of the Palais Omnisports de Paris-Bercy
public limited operating company
Mr Patrick TREMEGE
Director
6.2
Governance of the Issuer
The Board of Directors chose to separate the functions of chair of the Board of Directors and Chief
Executive Office for a three-year period. This decision was initially made at a meeting on 10
February 2003 and then renewed in 2006, 2009 and 2012.
The articles of association provide that the Board of Directors is responsible for choosing
SEMAPA's form of governance, pursuant to the law on New Economic Regulations (NRE) no.
2001-420 of 15 May 2001.
(a)
The Board of Directors
The Board of Directors has the following responsibilities:
(b)

it decides on SEMAPA's operational strategy and ensures that it is implemented;

it decides on general terms for SEMAPA's involvement to benefit its shareholders;

it authorises the signing of agreements made between SEMAPA and its
shareholders, such as development concessions and supplements thereto, mandates,
projects to conduct studies or act as main urban contractor;

it authorises the signing of building sale and lease agreements agreed by SEMAPA
with third parties; and

it discusses matters of interest to the good operation of SEMAPA and decides on
matters relating to it.
The Chairman of the Board of Directors
The Board of Directors elects a non-executive Chairman from its members. The Chairman is
authorised to exercise this function by the deliberating assembly of the local authority of
group of authorities that he represents.
83
In accordance with Article L. 225-51 of the French Code de Commerce, the Chairman of the
Board of Directors organises and manages the Board's work and reports thereon to the
general assembly. The Chairman ensures the good operation of SEMAPA's bodies and, in
particular that directors are able to carry out their duties.
At the meeting on 2 June 2014 the Board of Directors appointed Mr Jérôme COUMET to
exercise the function of Chairman of the Board of Directors.
(c)
The Chief Executive Officer
The Chief Executive Officer has the broadest powers to act on behalf of SEMAPA in all
circumstances. He exercises his powers within the scope of the company's objectives and
subject to the powers expressly allocated by law to the shareholders' meetings and the Board
of Directors.
At its meeting on 26 June 2008, the Board of directors appointed Mr Jean-François
GUEULLETTE to exercise the function of Chief Executive Officer of SEMAPA.
(d)
Details of tenure, remuneration and other interests
Representatives of members of the Issuer's management and supervisory bodies within the
Board of Directors do not receive any remuneration for their work for the Issuer, with the
exception of the Chairman and the Chief Executive Officer.
6.3
Potential conflicts of interest within the Issuer's bodies
The Issuer has not identified any member of its administrative or management bodies who could
have a conflict of interests between their duties with regard to the Issuer and their private interests.
It should be noted that the Issuer has a tender committee to review contracting decisions (Article 23
of the Articles of Association). SEMAPA is relevant adjudicating authority with regard to the award
of contracts for its own requirements. The provisions of order no. 2005-649 of 6 June 2005 and
decree no. 2005-1742 of 30 December 2005 specify the rules applicable to contracts awarded by
adjudicating authorities listed in Article 3 of such order.
Furthermore, pursuant to Articles L.225-38 and L.225-39 of the French Code de Commerce, any
agreement between SEMAPA and one of its executive officers or one of its shareholders holding
more than 10% of shares, must be subject to prior authorisation from the Board of Directors, except
where the agreement relates to day-to-day operations under normal conditions. SEMAPA is
therefore also subject to these legal provisions.
7.
PRINCIPAL SHAREHOLDERS
7.1
Structure of share capital
SEMAPA has €472 287 of authorised share capital.
Shareholder
Shares held
Ville de Paris
Department of Paris
Ile-de-France Region
Total
20 343
8 137
2 500
30 980
Holding of share
capital (€)
310 127
124 048
38 112
472 287
84
%
66
26
8
100
Number of
Directors
5
2
1
8
7.2
Issuer's subsidiary companies
The Issuer does not have any subsidiaries.
7.3
Control exercised by Ville de Paris over the Issuer
(a)
Control over SEMAPA as concession-holder
Pursuant to Article L.300-5 of the French Urban Planning Code, every year SEMAPA
prepares an annual report for the local authority granting the concession for each project
relating to a development agreement.
In addition to the annual financial reports, coordination and monitoring is ensured via
steering committees, quarterly management reports and a quarterly report on the liquidity
status and prospects of different projects.
(b)
Control over SEMAPA SPLA
SEMAPA's articles of association were amended in 2012 to take account of changes to the
reporting between SEMAPA and its shareholders arising from the new legal framework
(from the move from mixed economy company (SEM) to an SPLA).
Management and governance were adapted to the new SPLA context at the 2012 signing of
supplemental agreement 1 to the 2004 PRG concession agreement. Article 9(bis) established
a steering committee to monitor the PRG development in 2012, following the move from
SEM to SPLA. This committee is chaired by the City and is tasked with monitoring the
overall progress of the works, the progress of urban planning studies and specific projects,
and reviewing the files for each site and overseeing consultations relating to the sale of land
charges.
Article 19 of the concession agreement relates to funding for developments. It was
supplemented to specify the conditions for payment by the City of specific financial
contributions for some infrastructure projects, the amount of such contribution and
indexation terms. This article also specifies acquisition conditions for public land.
It includes reviewing financial and operational factors side-by-side.
The role of Ville de Paris' Finance Department involves monitoring the SPLA from the
perspective of issues relevant to shareholders (e.g. changes in the structure of the share
capital, borrowing guarantees etc) and other budgetary matters (e.g. contributions etc). The
Urban Planning Department is in charge of monitoring and overseeing concession contracts.
(c)
Ville de Paris' contribution to development funding
The City is contractually involved in development funding through:
(d)

contributions for infrastructure development, for which the schedule of payments is
included in the development agreement; and

acquisitions of public land, either with or without charge according to the
agreements.
Changes to developments and the City's involvement to ensure balanced accounting
85
When the City makes changes to infrastructure and construction schemes under development
concessions, it maintains the economic balance of the development. In such cases, the terms
of the City's involvement and contributions are reviewed in supplementary agreements.
Article 24 of the PRG agreement states that the contribution required to balance the accounts
shall be determined when drawing up the closing balance sheet for the development:
“….upon expiry of the agreement, the closing balance sheet is agreed by the Developer and
approved by the City. This balance sheet shall determine the final amount of the City's
financial contribution to the development expenses incurred, which is required to balance
the accounts. Where the closing balance sheet for the development shows a surplus, such
surplus shall be paid to the City.”
7.4
Potential change of control of the Issuer
There are no ongoing or planned changes to the control of SEMAPA.
SEMAPA was established and developed to carry out developments to benefit Ville de Paris. Since
gaining its status as an SPLA in 2012 it has only been able to operate for the benefit of its
shareholders, Paris (City and Department) and the Ile-de-France region.
As far as the Issuer is aware, there shall be no changes to the control of SEMAPA.
8.
ISSUER'S ASSETS, FINANCIAL POSITION AND EARNINGS
8.1
Historical financial information
(a)
FY 2013 Financial Statements
Financial year from 1 January 2013 to 31 December 2013 (Art L.123-12 of the French
Code de Commerce on annual accounts)
86
ASSETS
31/12/2013 EUROS
31/12/2012
EUROS
(1)
GROSS
DEPRECIATION NET
PROVISION
NET
FIXED ASSETS
Intangible fixed assets
331
396.80
306 031.16
25
365.64
29 010.04
Tangible fixed assets
6 443
023.42
2 848 636.65
3 594
386.77
3 783
244.30
Financial fixed assets
494
629.21
TOTAL FIXED
ASSETS
7 269
049.43
494 523 166.39
629.21
3 154 667.81
4 114
381.62
4 335
420.73
276 889
336.95
276 889
336.95
272 019
845.53
Suppliers, payments
made
25 440
024.64
25 440
024.64
5 956
130.21
Client receivables
63 110
766.30
63 110
766.30
126 398
419.37
Other receivables
191 451
304.32
191 451
304.32
201 219
448.50
Short term
investments and case
assets
133 024
576.38
133 024
576.38
133 797
670.70
39 578.48
39
578.48
90 224.09
0.00
689 955
587.07
739 481
738.40
3 154 667.81
694 069
968.69
743 817
159.13
CURRENT ASSETS
Development
concession stock
Prepaid expenses
TOTAL CURRENT
ASSETS
689 955
587.07
OVERALL TOTAL
697 224
636.50
Approved by the 19 June 2013 AGM
87
LIABILITIES
31/12/2013
31/12/2012
EUROS
EUROS
(1)
NET
NET
EQUITY
Capital
472 287.00
472 287.00
47 228.70
47 228.70
4 095 990.26
5 577 728.08
225 246.15
(1 481 737.82)
4 840 752.11
4 615 505.96
13 362 564.00
11 585 760.00
357 862 931.06
406 622
656.47
Indebted customers, amounts
received
26 712 496.84
6 582 508.34
Supplier debts and related accounts
27 333 438.74
51 745 550.10
1 983 090.58
3 685 264.85
242 064 141.76
237 984
848.68
12 908 324.87
10 731 516.00
7 002 228.73
10 263 548.73
675 866 652.58
727 615
893.17
694 069 968.69
743 817
159.13
Statutory reserve
Retained earnings
Earnings
TOTAL EQUITY
PROVISION FOR
CONTINGENCIES AND LOSS
DEBTS
Loans and similar debt
Tax and social debts
Other debts
Neutralisation of forecast interim
earnings
Prepaid income
TOTAL DEBTS
OVERALL TOTAL
Approved by the 19 June 2013 AGM
88
INCOME STATEMENT
from 1 January to 31 December 2013
FY ended
31/12/2013
EUROS
OPERATING INCOME
Sales of goods: Development income
Sales of services: Developer’s
remuneration
Sub-total: Revenue
Sub-total: Authority contribution
Changes in development concession
charges
Production cost of transferred items
Sub-total: Held as stock
Transfer of developer’s operating
costs
Transfer of forecast development
costs
Provision write-off, transfer operating
costs and other income
Sub-total: Provision write-off and
transfers of charges
ALL OPERATING INCOME
OPERATING COSTS
Development concession costs
Allowances for neutralisation of
forecast interim results
Other costs and external costs
Taxes and similar payments
Salaries and benefits
Social security costs
Depreciation allowances
Allowances for contingencies and
costs
Allowances for provisional
development costs
TOTAL OPERATING COSTS
OPERATING EARNINGS
Financial income
Financial costs
FINANCIAL EARNINGS
EARNINGS BEFORE TAX AND
INTEREST
Exceptional income
Exceptional costs
EXCEPTIONAL EARNINGS
89
FY ended
31/12/2012
(3)
EUROS
95 507 201.15
13 711.85
91 612 592.51
70 293.12
95 520 913.00
0.00
98 199 202.69
91 682 885.63
0.00
155 464 552.07
(93 330
392.28)
4 868 810.41
8 122 266.00
(91 102 086.53)
64 362 465.54
8 069 981.00
2 038 000.00
49 593.91
54 771.71
10 209 859.91
8 124 752.71
110 599 583.32
164 170 103.88
98 029 179.32
2 176 808.87
155 295 334.52
510 505.98
1 891 735.33
185 873.54
4 023 447.82
2 260 690.30
320 722.14
422 738.00
1 977 237.06
178 507.55
3 987 006.31
2 317 716.36
325 290.29
1 146 568.00
2 038 000.00
111 349 195.32
(749 612.00)
135 625.98
0.00
135 625.98
(613 986.02)
165 738 166.07
(1 568 062.19)
162 554.37
0.00
162 554.37
(1 405 507.82)
931 377.17
0.00
931 377.17
0.00
0.00
0.00
Employee’s profit share
Income tax
TOTAL INCOME
TOTAL COSTS
NET EARNINGS
(1): Approved by the 19 June 2013 AGM
90
92 145.00
0.00
111 666 586.47
111 441 340.32
225 246.15
76 230.00
0.00
164 332 658.25
165 814 396.07
(1 481 737.82)
ANNEX
Annex to the balance sheet prior to distribution for the year ended 31 December 2013, which totals €694 069
968.69 and to the income statement, presented in list form showing profit of €225 246.15.
The financial year lasts twelve months, covering the period from 1 January 2013 to 31 December 2013.
Notes 1 to 18 below form an integral part of the annual accounts.
91
ANNEX FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2013
(In Euros)
The notes and tables set out below form part of the annual accounts dated 31 December 2013.
They are presented as follows:
Summary
SIGNIFICANT EVENTS DURING THE YEAR
ACCOUNTING PRINCIPLES, RULES AND METHODS
CALCULATION OF PROVISIONAL INTERIM EARNINGS
FIXED ASSETS AND DEPRECIATION
Fixed assets - Gross values and Depreciation
CURRENT ASSETS AND DEBTS
Statement of assets
Statement of liabilities
Statement of real estate investments
WRITE-BACKS OF PROVISIONS AND TRANSFERS OF EXPENDITURE
PREPAID INCOME
CAPITAL AND RESERVES
Share capital
PROVISIONS FOR CONTINGENCIES AND LOSSES
FINANCIAL COMMITMENTS AND OTHER INFORMATION
Leasing information
Statement of undertakings
Staff information
Information relating to auditors' fees
Remuneration to members of administrative and management bodies
Other off-balance sheet liabilities
PROVISIONAL STATEMENT OF INCOME AND EXPENSES FROM
DEVELOPMENT PROJECTS
1.
Notes
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
SIGNIFICANT EVENTS DURING THE YEAR
There are no significant events to report.
2.
ACCOUNTING PRINCIPLES, RULES AND METHODS
(a)
The annual financial statements have been prepared in accordance with accounting methods
for development projects provided in opinion 99.05 of 18 March 1999 issued by the French
Conseil National de la Comptabilité.
This opinion provides that provisional interim results should be calculated at the end of the
financial year for each development project according to its stage of progression. These
results are calculated from the difference between concession income generated since the
beginning of the project and the cost price of the items transferred.
The cost price refers to the income recorded in the provisional budget for the concession,
whether received or to be received. It is based on a comprehensive calculation, which
applies the total provisional cost price to the following fraction:
92
Numerator: the income earned since the beginning of the development (except contributions
received or to be received from the concession-granting authority).
Denominator: the overall total amount of income forecast in the financial report (except
contributions received or to be received from the concession-granting authority).
NB:
1.Where the concession-granting authority bears the risk and reward of
developments, provisional interim earnings thus calculated correspond to income to be
received from the authority, which is recorded as a balance sheet asset. Where expenses
exceed income or prepaid income, this is recorded on the balance sheet under "Amount
offsetting the risks and rewards of the concession-granting authority".
2. Where the concession-holder bears the risk and reward of developments, which result in a
loss, a provision is made for loss risk, which is deducted from the earnings for that financial
year.
(b)
General accounting conventions were applied in compliance with prudential principles and
according to the following basic assumptions:
(i)
(c)
The company is a going concern;

Accuracy, reliability and faithfulness of assets, financial position and
earnings; and

Consistency of accounting methods.
Accounting principles applied to fixed assets
(i)
(ii)
Intangible fixed assets

Intangible fixed assets are recorded as assets according to the following
criteria (the change in gross values and change in depreciations are set out in
note 3):

Depreciations of intangible fixed assets are calculated according to the linear
method, over periods from 12 months to 4 years.
Tangible fixed assets
Tangible fixed assets are recorded at their acquisition cost.
Maintenance and repair costs, other than those incurred due to increased
productivity or extension of the usable life of an asset, are recorded as expenses.
Depreciation is calculated in accordance with the linear method, over the estimated
usable life of different categories of fixed assets and in line with tax legislation in
force. With the exception of leasehold fixed assets which are returned at the end of
the agreement to the relevant owner and depreciated until expiry of the PRG ZAC
concession agreement, the useful life of assets are mainly as follows:
93
Building installations and fittings
General installations and fittings
Buildings acquired under concession (1)
Other fixed assets
(iii)
Useful life (in years)
5 to 10
5
30
4 to 10
Financial fixed assets
Loans, deposits and other receivables are recorded at their nominal value.
(d)
Accounting principles applied to financial transactions carried out as part of concession
development projects
Amounts paid or received, representing interim payments of purchase prices or for the sale
of land are only booked in development accounts upon the signing of the original sale or
purchase agreements which transfer the property.
Until then they are booked under assets as "other receivables" or under liabilities as "other
debts" respectively under items "suppliers, amounts paid" and "debtor clients, amounts
received".
The amounts received under construction leases are a transfer of the rights to the enjoyment
of land. They are booked in the development accounts once the suspensive conditions in the
relevant agreements are assumed to have been met upon closing of the accounts.
3.
CALCULATION OF PROVISIONAL INTERIM EARNINGS
The following table summarises the methods used to calculate provisional interim earnings
94
AGREEMENTS subject to “SRU”
law 2000-1208 of 13/12/2000
(Amounts are in Euros)
Income
since
concession start until
31/12/2013
excl.
authority contribution
Forecast
concession
income excl. authority
contribution
Completion %
Income
since
concession start until
31/12/2013
Incl.
authority
contribution
Total
forecast
concession construction
costs
Construction costs of
sold parts
Forecast interim results
(1)
Costs incurred since
start of concession until
31/12/2013
Fixed assets acquired
0013112-0000291 PA:14607267.3
A
B
C=A/B
D
E
F=E*C
G=D-F
H
I
AGREEMENTS
subject to the law of
20/07/2005
PRG
RGS
OLYMPIADES BEDUER
Bd
ZAC
ZAC
GPRU
GPRU
Vincent
EUROS EUROS
EUROS
EUROS
AURIOL
EUROS
2 203 91 915 22 944 098.67
8 687
0.00
620 217.89
322.91
919.05
4 375
869
927.00
50.36%
2 203
620
919.05
4 375
869
927.00
2 203
620
919.05
0.00
2 458
059
686.47
10 265
2013
TOTAL
EUROS
2012
TOTAL
EUROS
CHANGE
2 327 167
558.52
2 231 660
357.37
95 507
201.15
4 602 611
202.02
4 546 324
441.30
56 286
760.72
93 522
914.19
24 256 451.02
86 464
509.81
22 497
400.00
98.28%
94.59%
10.05%
0.00%
91 915
217.89
24 265 635.67
11 823
322.91
0.00
2 331 625
095.52
2 236 117
894.37
95 507
201.15
82 877
652.44
26 089 539.29
89 227
103.97
21 921
852.00
4 595 986
074.70
4 542 663
990.54
53 322
084.16
81 452
952.45
24 678 010.94
8 964
888.21
0.00
2 318 716
770.65
2 225 386
378.37
93 330
392.28
10 462
265.44
81 453
477.29
- 412 375.27
2 858
434.70
34 379
543.74
0.00
12 908
324.87
2 599 859
351.29
10 731
516.00
2 501 660
148.60
2 176
808.87
98 199
202.69
10 265
10 266
(681.00)
25 786 101.37
95
180
542.42
2013
REAL
ESTATE
ACTI’Y€
under concession
Fixed assets sold under
concession
Stock at 31/12/2013
Inventory stock
J
K=H(I+J)-F
927.18
(6 012
683.47)
250
185
523.71
524.84
1 108 090.43
180
542.42
L=I+J+K
608.18
(6 012
683.47)
272 019
845.53
0.00
4 869
491.42
4 868
810.42
End of project earnings
subj to conting’ in
developer’s accounts
0013112-0000291 PA:14607267.3
25 414
655.53
927.18
(6 012
683.47)
276 889
336.95
0.00
96
0.00
4.
FIXED ASSETS - GROSS VALUES AND DEPRECIATION
Changes to fixed assets at cost and depreciations are as follows:
Structure intangible fixed assets
Structure tangible fixed assets
-Chevaleret installations and
development
-Exhibition centre
-Office equipment
-IT equipment
-Telecoms equipment
-IT installations
-Office furniture
-Decorative furnishings
-Transport equipment
Sub-total structure fixed assets
Tangible fixed assets under
concession
-Shops
-Shops on third-party land (university
buildings)
Sub-total tangible fixed assets under
concession
TANGIBLE FIXED ASSETS
Financial fixed assets
0013112-0000291 PA:14607267.3
Gross values
at 1 January
2013
Acquisitions
EUROS
317 721.17
EUROS
37 170.31
EUROS
(23 494.68)
Gross
values at 31
December
2013
EUROS
331 396.80
1 036 784.00
26 183.01
0.00
1 062 967.01
395 070.29
30 555.86
307 303.29
3 987.52
47 613.99
312 382.91
7 713.76
4 875.22
2 464 008.01
0.00
0.00
30 174.00
27 829.29
3 712.34
3 832.26
0.00
0.00
128 901.21
0.00
0.00
(40 838.02)
0.00
(7 400.00)
0.00
0.00
0.00
(71 732.70)
395 070.29
30 555.86
296 639.27
31 816.81
43 926.33
316 215.16
7 713.76
4 875.22
2 521 176.51
(681.00)
3 142 222.43
1 111 021.28
3 142 903.43
1 111 021.28
Disposal
4 253 924.71
0.00
(681.00)
4 253 243.71
6 400 211.55
91 730.90
(48 919.02)
6 443 023.42
97
-Loans/building effort and staff
-Loan guarantees
FINANCIAL FIXED ASSETS
TOTALS
224 147.42
299 018.97
523 166.39
17 780.00
286.84
18 066.84
(46 604.02)
(46 604.02)
241 927.42
252 701.79
494 629.21
7 241 099.11
146 968.05
(119 017.72)
7 269 049.43
Depreciation
at 1 January
2013
Structure intangible fixed assets
Structure tangible fixed assets
-Chevaleret installations and
development
-Exhibition centre
-Office equipment
-IT equipment
-Telecoms equipment
-IT installations
-Office furniture
-Decorative furnishings
-Transport equipment
Sub-total structure fixed assets
Tangible fixed assets under
concession
-Shops
TANGIBLE FIXED ASSETS
TOTALS
0013112-0000291 PA:14607267.3
Depreciation
charges
Disposal
Depreciation
at 31
December
2013
EUROS
EUROS
(23 494.68)
306 031.16
EUROS
288 711.13
EUROS
40 814.71
907 381.71
39 082.58
0.00
946 464.29
394 716.12
27 541.99
203 613.92
3 987.52
29 494.51
288 673.60
5 901.28
4 875.23
2 154 897.01
317.96
1 611.96
46 137.93
5 488.55
10 252.95
6 742.13
250.00
0.00
150 698.77
0.00
0.00
(40 838.02)
0.00
(7 400.00)
0.00
0.00
0.00
(71 732.70)
395 034.08
29 153.95
208 913.83
9 476.07
32 347.46
295 415.73
6 151.28
4 875.23
2 233 863.08
750 781.36
2 616 967.25
170 023.37
279 907.43
(48 238.02)
920 804.73
2 848 636.66
2 905 678.38
320 722.14
(71 732.70)
3 154 667.81
98
0013112-0000291 PA:14607267.3
99
5.
STATEMENT OF ASSETS
At 31 December 2013 this statement is as follows:
INTANGIBLE ASSETS
-Financial fixed assets
TOTAL FIXED ASSETS
CURRENT ASSETS
-Development concession stock
Stock sub-total
-Suppliers payments made on land
acquisitions
-Client receivables
-Other operating receivables
-Prepaid expenses
Sub-total receivables
TOTAL CURRENT ASSETS
0013112-0000291 PA:14607267.3
Amount at 31
December
2013
EUROS
Maturities of
less than one
year
EUROS
494 629.21
494 629.21
2 189.17
2 189.17
492 440.04
492 440.04
276 889
336.95
276 889
336.95
25 440 024.64
0.00
20 440 024.64
276 889
336.95
276 889
336.95
5 000 000.00
63 110 766.30
191 451
304.32
39 578.48
280 041
673.74
556 931
010.69
282 164.94
191 412
294.32
39 578.48
212 174
062.38
212 174
062.38
0.00
100
Maturities of
more than
one year
EUROS
62 828 601.36
39 010.00
0.00
67 867 611.36
344 756
948.31
6.
STATEMENT OF LIABILITIES
-Other loans and similar debt
-Client debtors, amounts received
-Supplier debts and related accounts
(1)
-Tax and social debts (2)
-Other debts:
Reimbursement of Château de
Rentiers contribution
Ville de Paris/PRG advance
Client account/Paris City or
Department
Client account/ Conseil régional Ile de
France
Other debts
Neutralisation of forecast interim
earnings
Prepaid income
TOTAL
0013112-0000291 PA:14607267.3
Amount at
31
December
2013
EUROS
357 862
931.06
26 712
496.84
27 333
438.74
1 983
090.58
Maturities
of less
than a year
EUROS
72 862
931.06
15 638
870.55
27 333
438.74
1 983
090.58
Maturities
of 1 to 5
years
Maturities of
more than 5
years
EUROS
285 000
000.00
11 073
626.29
0.00
EUROS
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
22 502
22 502
262.70
262.70
30 489
0.00
0.00
30 489 803.45
803.45
112 543
112 543
0.00
0.00
493.87
493.87
74 434
74 434
0.00
0.00
988.57
988.57
2 093
1 599 493 924.74
0.00
593.17
668.43
12 908
- 412
13 320
0.00
324.87
375.27
700.14
7 002
3 396
3 359
246 369.00
228.73
162.00
697.73
675 866
331 882
313 247
30 736 172.45
652.58
531.23
948.90
101
(1)
(2)
: Includes €13 504 866.15 of accrued invoices
: Includes €1 151 290.38 of accrued expenses
0013112-0000291 PA:14607267.3
102
7.
STATEMENT OF PROPERTY INVESTMENTS / PUBLIC AND PRIVATE LAND
During the financial year, the following land and property real estate has been transferred and the following agreements have been signed setting out
municipal financial contributions to works to be returned to the concession-granting authority:
ZAC
PLOT
PURCHA
SER
END USAGE
Agreem
ent
dated
Reference
unit
M2
Usable M2
Floor area
M2
Usable M2
4 294
4 015
Total price
(ex. Tax)
PARIS
RIVE
GAUCHE
SALES
M9E
M1D2
M10C
M9C
M09
SIEMP
Ville de
Paris
RIVP
Ville de
Paris
Ville de
Paris
Ville de
Paris
Social housing
Artists’ workshop / studios
12/04/13
03/06/13
Student accommodation and
young professionals centre
Theatre and urban elevator
17/06/13
09/07/13
5 679 000,00
Parking
12/09/13
32 752
000,00
24 675
504,00
82 212
485,49
Sale of rue Françoise Dolto and
voie Elsa Morante
28/
11/13
M2
TOTAL
ZAC
3 947
5 704
12 256
2 685 662,29
14 005
000,00
2 415 319,20
OLYMPIADES
SALES
B1
A3 / R3
SDSA
Paris 13
SCI
Stadium
Sports facilities
24/01/13
M2
1 317
1 900 000,00
Restaurants/cafés
30/12/13
M2
251
600 000,00
TOTAL
ZAC
0013112-0000291 PA:14607267.3
103
1 568
2 500 000,00
GARE
RUNGIS
SALES
DE
Ville de
Paris
Roads (plots F&G)
28/11/13
M2
TOTAL
ZAC
3 117
2 561 776,00
3 117
2 561 776,00
12 126
3 071 141,00
JOSEPH BEDIER
Building lease
Gambetta
locatif
Student social housing and
accommodation (Maison
Internationale de Sejour)
12/11/13
M2
TOTAL
ZAC
0013112-0000291 PA:14607267.3
104
12 126
3 071 141,00
8.
WRITE-BACKS OF PROVISIONS AND TRANSFERS OF EXPENDITURE
€8 122 266 of remuneration to the developer, calculated in accordance with the progress of the
project and terms and conditions of the development agreements, have been recorded in this section.
Income from remuneration adjustments in 2013 amounts to €116 008 for PRG, €30 369 for Gare de
Rungis, €45 846 for Joseph Bédier Porte d’Ivry and €34 843 for Olympiades.
9.
PREPAID INCOME
The annual amount of development remuneration is determined by the duration specified in the
development agreements. With regard to PRG, the duration of the development was extended until
January 2024, following the signing in August 2012 of a supplement to the development concession.
Moreover, taking into account the remaining term of the development and the new amount of
remuneration, €3 318 422 of prepaid income from previous financial years has been carried over into
this financial year, totalling €6 636 843 at 31 December 2013. Part of the remuneration relating to
the Olympiades development (67 421 €) was also prepaid in order to take account of the latest
administrative and accounting checks related to the submission of the 2014 accounts.
Furthermore, it includes income received from the sale of a long-term lease on commercial premises.
10.
SHARE CAPITAL
Share capital comprises 30 980 shares.
Changes in equity are set out in the following table:
CHANGES IN EQUITY
Amount at 31
December 2012
Appropriation from
FY2012 earnings
Amount at 31
December 2013
Euros
Euros
Euros
Share capital
11.
472 287.00
472 287.00
Statutory
reserve
47 228.70
47 228.70
Retained
earnings
5 577 728.08
(1 481 737.82)
4 095 990.26
6 097 243.78
(1 481 737.82)
4 615 505.96
PROVISIONS FOR CONTINGENCIES AND LOSSES AT 31 DECEMBER 2013
Changes to provisions recorded in liabilities are as follows:
Provisio
ns at 31
Decemb
0013112-0000291 PA:14607267.3
Allowa
nces
for
Carry
-over
from
105
Allowa Allowa
nces
nces
for
for IS /
Carryover
for N/A
Provisio
ns at 31
Decemb
er 2012
Euros
PROVISION
FOR
RETIREMENT
BENEFITS
PROVISION
FOR
FORECAST
DEVELOPMEN
T COSTS ON
GARE RUNGIS
ZAC
SUB-TOTAL
PROVISION
FOR AUDITS
(2)
*Structure
*ZAC Château
des Rentiers
*ZAC
Chevaleret
Jeanne d’Arc
*ZAC
Paris
Rive Gauche
*ZAC Gare de
Rungis
*GPRU
Olympiades
SUB-TOTAL
TOTAL
provisi
ons
and
costs
for
struct
ure
Euros
Euros
606
124
087.00 933.00
N/A
struct
ure
foreca
st
conce
ssion
costs
conce
ssion
costs
/conce
ssion
IS
costs
Euros
39
023.0
0
Euros
Euros
Euros
0.00
2 038
000.00
606
087.00
124
933.00
2 782
299.00
2 566
068.00
390
764.00
297
805.00
4 442
833.00
675
286.00
122
423.00
10 979
673.00
11 585
760.00
39
023.0
0
2 038
000.00
0.00
0.00
39
023.0
0
2 038
000.00
Euros
691
997.00
2 038
000.00
0.00
0.00
196
581.00
297
805.00
422
738.00
er 2013
391
227.00
772
379.00
67
178.00
391
227.00
391
227.00
1 036
138.00
1 036
138.00
2 729
997.00
3 080
104.00
2 369
487.00
390
764.00
4 061
681.00
608
108.00
122
423.00
10 632
567.00
13 362
564.00
An allowance for provisional charges was recorded in the accounts for the development of Gare de
Rungis ZAC, which is due to be completed in 2014. The allowance corresponds to charges still to be
paid on the basis of the status of the development at 31 December 2013.
In its decision of 14 May 2013, the Versailles Administrative Court of Appeal, ruled that additional
corporation tax demands relating to financial products under concession could no longer be made.
This ruling has resulted in the repayment by revenue services of €931 000 of tax and late payment
interest paid between FY 1999 and 2005 (recorded as "Exceptional income").
0013112-0000291 PA:14607267.3
106
Reimbursements for FY2006 to 2008 have not yet been made as the revenue authorities are
continuing to levy corporation tax on financial products resulting from liquidity surpluses and
payment received by concession- or mandate-holders (for Clean-up activity). Registration of
preferential rights of the "Trésor" (amounting to €6 267 000) was made at the Paris Commercial
Court during this financial year.
In relation to FY 2009 to 2011, relief on taxation of financial products has, however, been cancelled
and provisions made in previous financial years have been carried over. Other grounds for relief
have stayed the same and are fully covered by provisions (in relation to structure, provisions for
contingencies and losses, and for PRG in charge of "IS"). Grounds for objection remain the same.
The concession-holder's "remuneration" is part of the general fees that it is authorised to record as a
charge in the development balance sheet, as it does for other expenses of which the total is covered
by income from the sale of developed land, which is exempt from corporation tax.
12.
LEASING INFORMATION
At 31 December 2013 there were no significant leases registered.
13.
STATEMENT OF UNDERTAKINGS TO SELL AND PURCHASE PROPERTY (AND
RELATED GUARANTEES)
At 31 December 2013 received undertakings or agreements in principle to sell property amounted to
€441 million for the PRG development and €48.5 for the Joseph Bédier development. Financial
guarantees may be given upon signing or may be part of negotiations with developers. They amount
to €143 million.
However, at 31 December 2013 the 11 purchase undertakings were worth €128 million and only
related to the PRG development.
14.
STAFF INFORMATION
In accordance with the provisions of the SYNTEC collective agreement, SEMAPA's retirement
indemnity liabilities amounted to €691 997 at 31 December 2013. They are recorded as a balance
sheet liability under "Provisions for contingencies and losses". The method used determines
retirement benefits on the basis of years of service as at the date of requirement, updated at the end
of the financial year.
Average staff headcount is 65.
15.
INFORMATION RELATING TO AUDITORS' FEES
Fees of €45 126.00 (excl. tax) are recorded in the income statement.
16.
REMUNERATION TO MEMBERS OF ADMINISTRATIVE AND MANAGEMENT
BODIES
This information is not included in order to avoid publishing personal information.
17.
OTHER OFF-BALANCE SHEET LIABILITIES
Ville de Paris has guaranteed 80% of bank borrowing, which amounted to €333 million at 31
December 2013.
0013112-0000291 PA:14607267.3
107
18.
PROVISIONAL STATEMENTS OF INCOME AND EXPENSES (EPPC) NOTE 18 - A The provisional statements annexed to this note were updated for the preparation of the financial
statements. They formed part of the company accounts submitted to the Board of Directors. They
were also included in the annual financial reports to the local authority, notified upon decision of the
Municipal Council (Conseil Municipal).
18.1
Paris Rive Gauche ZAC
Updates to estimated income and expenses include new construction and projects agreed by the City
in the master plan approved by the Municipal Council in June 2012. The EPPC were prepared in
accordance with the provisions set out in the supplements to concession agreements 1 and 2.
Provisional results are even.
18.2
Gare de Rungis ZAC
The public development agreement was extended until 2014 by a supplement to the concession
agreement signed in 2011. Provisional results are positive.
18.3
Public development agreement for the "extended stadium" on the Olympiades site
The EPPC is in line with the public development agreement dated 21 April 2004. The development
is nearing the end of the marketing phase. The development recorded a loss.
18.4
Joseph Bédier - Porte Ivry ZAC
No loss was recorded upon completion at 31 December 2012. Overall future earnings are positive,
following a subsidy from the City.
18.5
Boulevard Vincent Auriol Development
The EPPC is in line with the financial report set out in an annex to the development concession dated
26 March 2013.
No similar events having a material effect on the annual accounts are reported.
0013112-0000291 PA:14607267.3
108
NOTE 18 - B –
PARIS RIVE GAUCHE ZAC
PROVISIONAL INCOME AND EXPENSES STATEMENT (IN EUROS ‘000s ex. tax) as at
31/12/2013
Provisio
Included in Outstandi
nal
accounts
ng
3 391
1 758 226 1 633 063
TRANSFERS OF LAND CHARGES
288
1 828
1 206 343
621 723
Offices
066
132
72 357
59 683
Social housing
040
601
115 135
486 625
Other housing
759
508
78 025
430 172
Shops & amenities (w/o offices and housing)
197
321
286 366
34 860
University Schemes (phases 1 &2)
226
OTHER SALES
570 704
188 442
382 262
78
15 453
62 701
OTHER SALES (Third party)
154
Commercial premises
43 394
11 228
32 166
Private car parks
30 535
0
30 535
Other sales
4 225
4 225
0
OTHER SALES (City)
492 550
172 988
319 562
Return of public land to City
465 700
146 138
319 562
11
11 582
0
Sales of public land
582
M1D workshop
9 589
9 589
0
Sale theatre and elevator
5 679
5 679
0
CONTRIBUTION AND REPAYMENT FROM CITY
301 042
185 103
115 938
51
40 399
11
Avenue de France support fund
850
451
1
1 621
0
Vincent Auriol support fund
621
Massena bridge rebuilding
46 585
39 076
7 509
80
80 316
0
Public car parks
316
Utility tunnel litigation
9 529
7 840
1 689
Ring road slip roads
48 163
0
48 163
1
0
1 531
Austerlitz access road
531
7
0
7 133
Cour Seine agreement
133
Av P Mendes France repayment
36 880
15 850
21 030
Bruneseau non drinking water
1 119
0
1 119
Tolbiac Chevaleret gym
9 307
0
9 307
Quai d'Ivry
7 007
0
7 007
OTHER CONTRIBUTIONS
45 850
31 907
13 943
31
31 602
0
BNF contribution
602
13
0
13 943
Builders' contribution
943
0013112-0000291 PA:14607267.3
109
Utility tunnel concession contribution
OTHER INCOME
305
66 986
22
742
9 803
34
441
4 375
870
Financial income
Income from public car parks
Miscellaneous income
TOTAL INCOME
COMPLETION %
1 578
817
1 539
866
8
298
30
653
1 880
268
817
614
5
786
626
875
27
444
90 429
90
976
24
281
7
530
173
712
46
223
80
372
47
117
15
621
916
785
357
657
559
128
297
674
7
ACQUISITION AND LAND DEVELOPMENT
LAND AND REAL ESTATE ACQUISITIONS
DEMOLITIONS
CLEAN-UP
DEVELOPMENTS, CONTRIBUTIONS AND
RELATED COSTS
COVERING RAILWAYS
CAPITAL FEE RAILWAY COVER
ROAD & UTILITIES WORK
OTHER PUBLIC SPACES
DEVELOPMENT CONTINGENCIES
PROTECTION WORKS
PRIVATE CAR PARKS
REBUILDING SNCF FACILITIES
SPECIFIC PROGRAMMES
Rebuilding Massena bridges
Public car parks
Ring road slip roads
OPERATION
FINANCIAL FEES AND IMMATERIAL COSTS
FINANCIAL FEES
OTHER IMMATERIAL FEES
Studies
Litigation
0013112-0000291 PA:14607267.3
110
305
39 944
22 742
0
27 042
0
9 803
0
27 042
7 399
2 203 621
50,36%
932 566
2 172 248
921 442
618 424
4 498
3 800
6 626
24 027
972 500
907 767
462 639
354 975
4 754
1 032
262 729
364 146
7 386
20 058
30 649
59 488
59 780
31 488
386
23 895
6 823
707
122 025
51 687
43 942
2 281
76 154
4 218
1 929
45 188
15 621
0
552 993
363 792
202 617
155 040
350 375
208 753
167 585
130 089
1 227
6 565
646 251
792
26
234
10
505
213
812
3
111
4 375
870
0
Communications
Marketing
SPLA operating fees
Coordination
TOTAL COSTS
END DEVELOPMENT EARNINGS
0013112-0000291 PA:14607267.3
111
20 553
5 680
6 353
4 152
152 623
61 189
2 034
1 076
2 458 060
1 917 809
GARE DE RUNGIS ZAC
PROVISIONAL STATEMENT OF INCOME AND EXPENSES (IN EUROS '000s)
AS AT 31/12/2013
Incl in
PROVISIONAL
accounts (ex. Completion Outstanding
(EX. TAX)
tax)
%
(ex. tax)
I. Sales of land
70 547
68 940
charges
1 608
Offices
46 254
46 254
Shops & amenities
1 608
1 608
Housing
22 686
22 686
II. Sales of public
12 435
12 435
land
III. City
7 935
7 935
infrastructure
contribution
IV. Other
453
453
contributions
V. Financial
2 028
2 028
income
VI. Other income
124
124
TOTAL INCOME
93523
91 915
98.28%
1 608
I. Land and land
development
61 674
60 782
892
II. Construction
12 139
11 864
275
III. Developer
2 078
2 078
contribution to City
infrastructure
IV. Immaterial
6 256
6 002
expenses
255
V. Taxes
730
727
3
TOTAL COSTS
82 878
81 453
1424
END
DEVELOPMENT
EARNINGS
10 645
CPA EXTENSION OLYMPIADES STADIUM
PROVISIONAL STATEMENT OF INCOME AND EXPENSES (IN EUROS '000s)
AS AT 31/12/2013
PROVISIONAL
Incl in accounts Completion Outstanding
(EX. TAX)
(ex. tax)
%
(ex. tax)
I. Sales of private
7 882
6 570
land
1312
II. Sales of public
15 463
15 463
land
III. Financial and
912
912
related income
Income excl.
24 256
22 944
subsidy
94.59%
1 312
IV. Ville de Paris
subsidy
1 322
1 322
TOTAL INCOME
25 578
24 266
1312
I. Land and
2
0013112-0000291 PA:14607267.3
112
building
acquisition
II. Land clearing
III. Related
expenses
IV.
Reconstruction
and development
V. General fees
VI. Rental fees
VII. Taxes
TOTAL COSTS
END
DEVELOPMENT
EARNINGS
0013112-0000291 PA:14607267.3
7851
7849
3 110
3 076
3 110
2 955
122
9 276
9 154
1 271
1 346
160
26 090
1 271
1 291
157
25 786
122
-512
113
55
3
303
BEDIER PORTE D'IVRY ZAC
PROVISIONAL STATEMENT OF INCOME AND EXPENSES (IN EUROS '000s)
AS AT 31/12/2013
Incl in
PROVISIONAL
accounts (ex.
Completion Outstanding
(EX. TAX)
tax)
%
(ex. tax)
I. Sales of land
73 141
3 071
70 069
charges
Amenities
63 708
3 071
60 637
Vacant housing
5 828
5 828
PLS Housing
2 438
2 438
Housing unit
1 167
1 167
II. Sales of public
2 448
land
2 448
III. Amenities and
5 227
5 227
public space
IV. Financial and
related income
1 900
390
1510
V. PC Berlier
3 750
compensation
3750
Income excl.
86 465
8687
subsidy
10.05%
77 777
IV. Ville de Paris
subsidy
3 136
3136
TOTAL INCOME
89 601
11 823
77 777
I. Acquisitions and
19 054
11 418
7 635
evictions
II. Land
1 465
development
1 465
III. Rebuilding
47 028
13 373
33 654
amenities and West
sector
IV. Roads & utilities
13 282
6 274
7 008
works
V. Technical fees
2 065
1 216
849
VI. Studies
300
263
37
VII. Sundries
6 034
1 836
4 199
TOTAL COSTS
89 227
34 380
54 848
END
DEVELOPMENT
EARNINGS
373
BOULEVARD VINCENT AURIOL
PROVISIONAL STATEMENT OF INCOME AND EXPENSES (IN EUROS '000s)
AS AT 31/12/2013
PROVISIONAL
Incl in accounts Completion Outstanding
(EX. TAX)
(ex. tax)
%
(ex. tax)
I. Sales of land
charges
13 588
13 588
Rent controlled
9 360
9 360
housing
Subsidised
3 828
3 828
housing
0013112-0000291 PA:14607267.3
114
Shops and
amenities
II. Sales of public
land (nursery
school)
TOTAL INCOME
I. Acquisitions
II. Land
development
III. Rebuilding
amenities
IV. Roads &
utilities works
V. Technical fees
VI. Related fees
TOTAL COSTS
END
DEVELOPMENT
EARNINGS
0013112-0000291 PA:14607267.3
400
8 909
400
8 909
22 497
9 797
1 200
22 497
9 797
1 200
8 160
8 160
200
200
320
2 244
21 922
576
74
107
181
115
246
2 138
21 741
(a)
FY 2012 Financial Statements
Financial year from 1 January 2012 to 31 December 2012 (Art L.123-12 of the French Code
de Commerce on annual accounts)
ASSETS
31/12/2012 EUROS
GROSS
FIXED ASSETS
Intangible fixed assets
Tangible fixed assets
Financial fixed assets
TOTAL FIXED
ASSETS
CURRENT ASSETS
Development
concession stock
Suppliers, payments
made
Client receivables
317
721.17
6 400
211.55
523
166.39
7 241
099.11
Short term
investments
Cash assets
Prepaid expenses
90 224.09
TOTAL CURRENT
ASSETS
OVERALL TOTAL
288 711.13
2 616 967.25
2 905 678.38
272 019
845.53
5 956
130.21
126 398
419.37
201 219
448.50
133 768
946.77
28 723.93
Other receivables
DEPRECIATION
PROVISION
739 481
738.40
746 722
837.51
0.00
2 905 678.38
Approved by the 28 June 2012 AGM
0013112-0000291 PA:14607267.3
116
NET
31/12/2011
EUROS
(1)
NET
29
39 746.84
010.04
3 783
3 812
244.30
383.58
523 532 560.73
166.39
4 335
4 384
420.73
691.15
272 019
845.53
207 657
380.00
5 956
130.21
126 398
419.37
201 219
448.50
133 768
946.77
28
723.93
90
224.09
739 481
738.40
743 817
159.13
0.00
116 664
571.26
195 836
534.17
51 771
724.02
15 919.49
45 541.00
571 991
669.94
576 376
361.09
LIABILITIES
31/12/2012
31/12/2011
EUROS
EUROS
(2)
NET
NET
EQUITY
Capital
472 287.00
762 245.09
47 228.70
76 224.51
5 577 728.08
8 235 887.99
(1 481 737.82)
(713 353.31)
4 615 505.96
8 361 004.28
11 585 760.00
9 998 190.00
406 622 656.47
209 525
522.39
6 582 508.34
9 066 613.35
51 745 550.10
58 564 434.31
3 685 264.85
2 167 039.43
237 984 848.68
254 880
257.58
Neutralisation of forecast interim
earnings
10 731 516.00
10 221 010.02
Prepaid income
10 263 548.73
13 592 289.73
727 615 893.17
558 017
166.81
743 817 159.13
576 376
361.09
Statutory reserve
Retained earnings
Earnings
TOTAL EQUITY
PROVISION FOR
CONTINGENCIES AND LOSS
DEBTS
Loans and similar debt
Indebted customers, amounts
received
Supplier debts and related accounts
Tax and social debts
Other debts
TOTAL DEBTS
OVERALL TOTAL
Approved by the 28 June 2012 AGM
0013112-0000291 PA:14607267.3
117
INCOME STATEMENT
from 1 January to 31 December 2012
FY ended
31/12/2012
OPERATING INCOME
Sales of goods: Development income
Sales of services: Developer’s
remuneration
Sub-total: Revenue
Sub-total: Authority contribution
Changes in development concession
charges
Production cost of transferred items
Sub-total: Held as stock
Transfer of developer’s operating
costs
Provision write-off. transfer operating
costs and other income
Sub-total: Provision write-off and
transfers of charges
ALL OPERATING INCOME
OPERATING COSTS
Development concession costs
Allowances for neutralisation of
forecast interim results
Other costs and external costs
Taxes and similar payments
Salaries and benefits
Social security costs
Depreciation allowances
Allowances for contingencies and
costs
Allowances for provisional
development costs
TOTAL OPERATING COSTS
OPERATING EARNINGS
Financial income
Financial costs
FINANCIAL EARNINGS
EARNINGS BEFORE TAX AND
INTEREST
Exceptional income
Exceptional costs
EXCEPTIONAL EARNINGS
Employee’s profit share
Income tax
TOTAL INCOME
TOTAL COSTS
NET EARNINGS
0013112-0000291 PA:14607267.3
118
EUROS
FY ended
31/12/2011
(3)
EUROS
91 612 592.51
70 293.12
225 798 315.37
295 194.98
91 682 885.63
0.00
155 464 552.07
226 093 510.35
0.00
162 972 235.52
(91 102 086.53)
64 362 465.54
8 069 981.00
(223 161 427.07)
(60 189 191.55)
7 917 288.00
54 771.71
61 190.01
8 124 752.71
7 978 478.01
164 170 103.88
173 882 796.81
155 295 334.52
510 505.98
162 570 495.92
3 240 146.30
1 977 237.06
178 507.55
3 987 006.31
2 317 716.36
325 290.29
1 146 568.00
1 991 076.51
173 981.84
3 879 632.77
2 208 617.63
269 414.12
499 003.00
165 738 166.07
(1 568 062.19)
162 554.37
0.00
162 554.37
(1 405 507.82)
174 832 368.09
(949 571.28)
17.15
0.00
17.15
(949 554.13)
0.00
0.00
0.00
76 230.00
0.00
164 332 658.25
165 814 396.07
(1 481 737.82)
603 258.00
271 687.18
331 570.82
95 370.00
0.00
174 486 071.96
175 199 425.27
(713 353.31)
Approved by the 28 June 2012 AGM
0013112-0000291 PA:14607267.3
119
ANNEX
Annex to the balance sheet prior to distribution for the financial year ended 31 December 2012, which totals
€743 817 159.13 and to the income statement, presented in list form and showing a loss of €1 481 737.82.
The financial year lasts twelve months, covering the period from 1 January 2012 to 31 December 2012.
Notes 1 to 18 below form an integral part of the annual accounts.
0013112-0000291 PA:14607267.3
120
ANNEX FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2012
(In Euros)
The notes and tables set out below form part of the annual accounts dated 31 December 2012.
They are presented as follows:
Summary
SIGNIFICANT EVENTS DURING THE YEAR
ACCOUNTING PRINCIPLES, RULES AND METHODS
CALCULATION OF PROVISIONAL INTERIM RESULTS
FIXED ASSETS AND DEPRECIATION
Fixed assets - Gross values and Depreciation
CURRENT ASSETS AND DEBTS
Statement of assets
Statement of liabilities
Statement of real estate investments
WRITE-BACKS OF PROVISIONS AND TRANSFERS OF EXPENDITURE
PREPAID INCOME
CAPITAL AND RESERVES
Share capital
PROVISIONS FOR CONTINGENCIES AND LOSSES
FINANCIAL COMMITMENTS AND OTHER INFORMATION
Leasing information
Banking guarantees
Staff information
Information relating to auditors' fees
Remuneration to members of administrative and management bodies
Other off-balance sheet liabilities
PROVISIONAL STATEMENT OF INCOME AND EXPENSES FROM DEVELOPMENT
PROJECTS
1.
Notes
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
SIGNIFICANT EVENTS DURING THE YEAR
At the Combined General Meeting on 9 February 2012, the company's shareholders decided to
change its articles of association, making SEMAPA a public local development company (société
publique locale d’aménagement) known as the Société d’Etude, de Maitrise d’Ouvrage et
d’Aménagement Parisienne or "Parisian development, project ownership and studies company"
2.
ACCOUNTING PRINCIPLES, RULES AND METHODS
(a)
The annual financial statements have been prepared in accordance with accounting methods
for development projects provided in opinion 99.05 of 18 March 1999 issued by the French
Conseil National de la Comptabilité.
This opinion provides that provisional interim results should be calculated at the end of the
financial year for each development project according to its stage of progression. These
results are calculated from the difference between concession income generated since the
beginning of the project and the cost price of the items transferred.
0013112-0000291 PA:14607267.3
121
The cost price refers to the income recorded in the provisional budget for the concession,
whether received or to be received. It is based on a comprehensive calculation, which
applies the total provisional cost price to the following fraction:

Numerator: the income earned since the beginning of the development (except
contributions received or to be received from the concession-granting authority).

Denominator: the overall total amount of income forecast in the financial report
(except contributions received or to be received from the concession-granting
authority).
NB:
1. Where the concession-granting authority bears the risk and reward of
developments, provisional interim earnings thus calculated correspond to income to be
received from the authority, which is recorded as a balance sheet asset. Where expenses
exceed income or prepaid income, this is recorded on the balance sheet under "Amount
offsetting the risks and rewards of the concession-granting authority".
2. Where the concession-holder bears the risk and reward of developments, which result in a
loss, a provision is made for loss risk, which is deducted from the earnings for that financial
year.
(b)
(c)
General accounting conventions were applied in compliance with prudential principles and
according to the following basic assumptions:

The company is a going concern;

Accuracy, reliability and faithfulness of assets, financial position and earnings; and

Consistency of accounting methods.
Accounting principles applied to fixed assets
The following criteria have been applied:
Depreciations of intangible fixed assets are calculated according to the linear method, over
periods from 12 months to 4 years.
(i)
Tangible fixed assets
Tangible fixed assets are recorded at their acquisition cost.
Maintenance and repair costs, other than those incurred due to increased
productivity or extension of the usable life of a good, are recorded as expenses.
Depreciation is calculated in accordance with the linear method, over the estimated
usable life of different categories of fixed assets and in line with tax legislation in
force. The usable life of different assets is set out below:
Building installations and fittings
General installations and fittings
Buildings acquired under concession (1)
Other fixed assets
0013112-0000291 PA:14607267.3
122
Useful life (in years)
5 to 10 years
5 years
30 years
4 to 10 years
with the exception of leasehold fixed assets, which are returned at the end of the
agreement to the relevant landowner and depreciated until expiry of the PRG ZAC
concession agreement.
(ii)
Financial fixed assets
Loans, deposits and other receivables are recorded at their nominal value.
(d)
Accounting principles applied to financial transactions carried out as part of awarded
development projects
Amounts paid or received, representing interim payments of purchase prices or for the sale
of land are only booked in development accounts upon the signing of the original sale or
purchase agreements which transfer the property.
Until then they are booked under assets as "other receivables" or under liabilities as "other
debts" respectively under items "suppliers, amounts paid" and "debtor clients, amounts
received".
The amounts received under construction leases are a transfer of the rights to the enjoyment
of land. They are booked in the development accounts once the suspensive conditions in the
relevant agreements are assumed to have been met upon closing of the accounts.
0013112-0000291 PA:14607267.3
123
3.
CALCULATION OF PROVISIONAL INTERIM EARNINGS
The following table summarises the methods used to calculate the provisional interim earnings:
(Amounts are in Euros)
Income since concession
start until 31/12/2012
excl.
authority
contribution
Forecast
concession
income excl. authority
contribution
Completion %
Income since concession
start until 31/12/2012
Incl.
authority
contribution
Total
forecast
concession construction
costs
Construction costs of
sold parts
Forecast interim results
(1)
Costs incurred since start
of
concession
until
31/12/2012
Fixed assets acquired
under concession
0013112-0000291 PA:14607267.3
A
B
C=A/B
D
E
F=E*C
G=D-F
AGREEMENTS subject to « SRU » law
2000-1208 of 13/12/2000
PRG ZAC
RGS
OLYMPIADES
EUROS
ZAC
GPRU
EUROS
EUROS
2 116 557
89 353
20 434 387.79
260.27
441.89
4 345 385
927.00
93 527
555.86
24 246 740.14
48.71 %
95.54 %
84.28 %
2 116 557
260.27
4 345 385
927.00
89 353
441.89
84 434
652.44
21 755 924.79
2 116 557
260.27
0.00
80 666
352.72
8 687
089.17
80 668
504.11
22 669 822.43
H
2 371 284
821.69
I
10 266
608.18
26 899 229.83
(913 897.64)
26 103 735.43
BEDIER
2012
2011
GPRU
TOTAL
TOTAL
EUROS
EUROS
EUROS
5 315 2 231 660 2 140 108
267.42
357.37
764.86
CHANGE
83 164 4 546 324 4 428 722
218.30
441.30
634.67
117 601
806.63
6.39 %
8 451 2 236 117 2 144 505
267.42
894.37
301.86
85 944 4 542 663 4 423 752
181.27
990.54
259.24
91 612
592.51
118 911
731.30
5 492 2 225 386 2 134 284
942.95
378.37
291.84
2 958
10 731
10 221
324.47
516.00
010.02
23 603 2 501 660 2 346 195
087.37
148.60
596.53
91 102
086.53
510
505.98
155 464
552.07
10 266
608.18
124
91 551
592.51
10 266
608.18
0.00
2012 REAL
ESTATE
ACTI’Y€
Fixed assets sold under
concession
Stock at 31/12/2012
Inventory stock
J
K=H(I+J)-F
L=I+J+K
(6 012
683.47)
250 473
636.71
2 151.39
3 433 913.00
End of project earnings
subj to conting’ in
developer’s accounts
(6 012
683.47)
272 019
845.53
18 110
144.42
(6 012
683.47)
207 657
380.00
0.00
64 362
465.53
64 362
465.53
0.00
Provisional interim earnings includes all income, including subsidies of €4 458 000 from the concession-granting authority (see row D of the table)
4.
FIXED ASSETS - GROSS VALUES AND DEPRECIATION
Changes to fixed assets at cost and depreciations are as follows:
Gross values
at 1 January
2012
Structure intangible fixed assets
Structure tangible fixed assets
-Chevaleret installations and
development
-Exhibition centre
-Office equipment
-IT equipment
-Telecoms equipment
-IT installations
-Office furniture
-Decorative furnishings
-Transport equipment
Sub-total structure fixed assets
Tangible fixed assets under
0013112-0000291 PA:14607267.3
Acquisitions
EUROS
306 016.39
EUROS
44 007.35
EUROS
(32 302.57)
Gross
values at 31
December
2012
EUROS
317 721.17
924 777.06
112 006.94
0.00
1 036 784.00
398 522.50
35 523.47
269 641.39
7 059.37
57 413.99
323 924.56
7 713.76
4 875.22
2 335 467.71
0.00
0.00
46 775.00
0.00
0.00
5 452.88
0.00
0.00
208 242.17
(3 452.21)
(4 967.61)
(9 113.10)
(3 071.85)
(9 800.00)
(16 994.53)
0.00
0.00
(79 701.87)
395 070.29
30 555.86
307 303.29
3 987.52
47 613.99
312 382.91
7 713.76
4 875.22
2 464 008.01
125
Disposal
concession
-Shops
-Shops on third-party land (university
buildings)
-Fixed assets on third-party land
Sub-total tangible fixed assets under
concession
TANGIBLE FIXED ASSETS
Financial fixed assets
-Loans/building effort and staff
-Loan guarantees
FINANCIAL FIXED ASSETS
TOTALS
3 142 903.43
311 021.28
800 000.00
4 253 924.71
800 000.00
(800 000.00)
(800 000.00)
0.00
4 253 924.71
6 283 376.03
964 234.82
(847 399.30)
6 400 211.55
206 559.42
326 001.31
532 560.73
17 588.00
3 017.66
20 605.66
(30 000.00)
(30 000.00)
224 147.42
299 018.97
523 166.39
7 121 953.15
1 028 847.83
(909 701.87)
7 241 099.11
Depreciation
charges
Disposal
Depreciation
at 1 January
2012
Structure intangible fixed assets
Structure tangible fixed assets
-Chevaleret installations and
development
-Exhibition centre
-Office equipment
-IT equipment
-Telecoms equipment
-IT installations
-Office furniture
-Decorative furnishings
-Transport equipment
0013112-0000291 PA:14607267.3
3 142 903.43
1 111 021.28
800 000.00
Depreciation
at 31
December
2012
EUROS
EUROS
(32 302.57)
288 711.13
EUROS
266 269.55
EUROS
54 744.15
877 058.95
30 322.76
0.00
907 381.71
391 574.12
30 861.42
167 652.65
7 059.37
29 552.01
297 971.57
5 651.28
4 875.23
6 594.21
1 648.18
45 074.37
0.00
9 742.50
7 696.57
250.00
0.00
(3 452.21)
(4 967.61)
(9 113.10)
(3 071.85)
(9 800.00)
(16 994.54)
0.00
0.00
394 716.12
27 541.99
203 613.92
3 987.52
29 494.51
288 673.60
5 901.28
4 875.23
126
Sub-total structure fixed assets
Tangible fixed assets under
concession
-Shops
TANGIBLE FIXED ASSETS
TOTALS
0013112-0000291 PA:14607267.3
2 078 526.17
156 072.74
(79 701.88)
2 154 897.02
658 735.84
2 470 992.45
169 217.55
270 546.14
(77 172.03)
(124 571.34)
750 781.36
2 616 967.25
2 737 262.00
325 290.29
(156 873.91)
2 905 678.38
127
5.
STATEMENT OF ASSETS
Amount at 31
December
2012
EUROS
INTANGIBLE ASSETS
-Financial fixed assets
TOTAL FIXED ASSETS
CURRENT ASSETS
-Development concession stock
Stock sub-total
-Suppliers payments made on land
acquisitions
-Client receivables
-Other operating receivables
-Prepaid expenses
Sub-total receivables
TOTAL CURRENT ASSETS
0013112-0000291 PA:14607267.3
Maturities of
less than one
year
EUROS
523 166.39
523 166.39
0.00
272 019
845.53
272 019
845.53
5 956 130.21
0.00
2 094 978.87
126 398
419.37
201 219
448.50
90 224.09
333 664
222.17
605 684
067.70
126 283
274.01
201 054
120.79
90 224.09
329 522
597.76
329 522
597.76
0.00
128
Maturities of
more than
one year
EUROS
523 166.39
523 166.39
272 019
845.53
272 019
845.53
3 861 151.34
115 145.36
165 327.71
0.00
4 141 624.41
276 161
469.94
6.
STATEMENT OF LIABILITIES
-Other loans and similar debt
-Client debtors, amounts received
-Supplier debts and related accounts
(1)
-Tax and social debts (2)
-Other debts:
Reimbursement of Château de
Rentiers contribution
Ville de Paris/PRG advance
Client account/Paris City or
Department
Client account/ Conseil régional Ile
de France
Other debts
Neutralisation of forecast interim
earnings
Prepaid income
TOTAL
Amount at 31
December 2012
EUROS
406 622 656,47
6 582 508,34
51 745 550,10
Maturities of less
Maturities of 1 to 5
than a year
years
EUROS
EUROS
48 872 656,47
357 750 000,00
5 167 650,25
1 414 858,09
51 745 550,10
0.00
Maturities of more
than 5 years
EUROS
0.00
0.00
0.00
0.00
0.00
0.00
3 685 264,85
3 685 264,85
18 603 355,13
18 603 355,13
0.00
0.00
0.00
30 489 803,45
112 536 328,44
0.00
112 536 328,44
0.00
0.00
30 489 803,45
0.00
73 175 790,02
73 175 790,02
0.00
0.00
3 179 571,64
10 731 516,00
1 587 766,83
0.00
1 591 804,81
10 731 516,00
0.00
0.00
10 263 548,73
727 615 893,17
3 328 741,00
6 678 119,73
256 688,00
318 703
378 166 298,63
30 746 491,45
103,09
(1)
(2)
: Includes €23 488 409.57 of accrued invoices
: Includes €1034 888.74 of accrued expenses
0013112-0000291 PA:14607267.3
129
7.
STATEMENT OF PROPERTY INVESTMENTS / PUBLIC AND PRIVATE LAND
During the financial year, the following land and property real estate was transferred and the following agreements were signed setting out municipal
financial contributions to works to be returned to the concession-granting authority:
ZAC
PLOT
PURCHA
SER
END USAGE
Agreem
ent
dated
Reference
unit
Total price
(ex. Tax)
M2
PARIS
RIVE
GAUCHE
SALES
Euros
M5B3
SCI M5B3
Offices, shops
M6A2A
3
BOUYGU
ES
IMMOBILI
ER
Ville de
Paris
Ville de
Paris
Ville de
Paris
Ville de
Paris
Private and social housing
Sale of rue Françoise Dolto and
voie Elsa Morante
Contribution reconstruction
Massena bridge
Contribution construction VincentAuriol bridge
Contribution works Av. P. Mendes
France
03/04/20
12
05/07/20
12
Floor area
M2
Usable/Floo
r area M2
10/10/20
12
15/11/20
12
19/11/20
12
07/12/20
12
M2
6 200
13 261
5 722
21 065
498.03
28 424
936.45
24 558
824.00
3 538 000.00
1 621 256.21
5 704
TOTAL
ZAC
25 183
4 750 000.00
83 958
514.69
OLYMPIADES
SALES
ARFOI
Local facilities
Ville de
Paris
Gallery
11/05/20
12
10/10/20
12
M2
22
70 000.00
M2
940
2 538 940.00
TOTAL
0013112-0000291 PA:14607267.3
130
962
2 608 940.00
ZAC
GARE
RUNGIS
DE
F
Ville de
Paris
Gardens
10/10/20
12
M2
TOTAL
ZAC
4 802
4 802
2 961 811.92
2 961 811.92
JOSEPH BEDIER
Ville de
Paris
Contribution development of
public spaces
23/11/20
12
726 588.63
TOTAL
ZAC
0013112-0000291 PA:14607267.3
131
726 588.63
8.
WRITE-BACKS OF PROVISIONS AND TRANSFERS OF EXPENDITURE
This item includes the following costs, transferred to the PRG development:
EUROS
-Depreciation of technical and display materials
-Rent and fees/service companies
16 336.71
9 000.00
25 336.71
It also includes €8 069 981 of remuneration paid to the developer, calculated in accordance with the
progress of the project and terms and conditions of the development agreements. Income from
remuneration adjustments in 2012 amounts to €192 467 for PRG, €45 484 for Gare de Rungis and
€37 265 for Joseph Bédier Porte d’Ivry.
9.
PREPAID INCOME
The annual amount of development remuneration is determined by the duration specified in the
development agreements. With regard to PRG, the duration of the development was extended until
January 2024, following the signing in August 2012 of a supplement to the development concession.
Moreover, taking into account the remaining term of the development and the new amount of
remuneration, €3 318 422 of prepaid income from previous financial years has been carried over into
this financial year, totalling €9 955 265 at 31 December 2013.
Furthermore, it includes income received from the sale of a long-term lease on commercial premises.
10.
SHARE CAPITAL
Share capital comprises 30 980 shares following the company's buyback of shares. Changes in equity
are set out in the following table:
CHANGES IN EQUITY
Before share
buy-back
Euros
Share capital
Appropriation
from FY2011
earnings
Share buyback
Euros
After share
buy-back
Euros
Euros
762 245.09
(289 958.09)
472 287.00
Statutory
reserve
76 224.51
(28 995.81)
47 228.70
Retained
earnings
8 235 887.99
(713 353.31)
(1 944 806.60)
5 577 728.08
9 074 357.59
(713 353.31)
(2 263 760.50)
6 097 243.78
0013112-0000291 PA:14607267.3
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11.
PROVISIONS FOR CONTINGENCIES AND LOSSES AT 31 DECEMBER 2012
Changes to provisions recorded in liabilities are as follows:
Provisions
at 31
December
2011
Euros
Provision for
retirement
benefits
Provision for
audits (2)
*Structure
*ZAC Château
des Rentiers
*ZAC
Chevaleret
Jeanne d’Arc
*ZAC
Paris
Rive Gauche
*ZAC Gare de
Rungis
*GPRU
Olympiades
Provision for
IS/
ZAC
Château des
Rentiers
charges
(financial
income 2010
(2))
TOTAL
531 751.00
1 735
502.00
2 369
487.00
390 764.00
Allowances
for
provisions
and costs
for structure
Euros
99 771.00
Allowances
for forecast
concession
costs
Euros
Carry-over
for N/A
provisions
Euros
Provisions
at 31
December
2012
Euros
25 435.00
606 087.00
1 046 797.00
2 782
299.00
2 498
656.00
390 764.00
129 169.00
4 059
468.00
608 108.00
383 365.00
4 442
833.00
675 286.00
67 178.00
122 423.00
122 423.00
180 687.00
9 998
190.00
1 146 568.00
579 712.00
113 275.00
67 412.00
138 710.00
11 585
760.00
In 2012 the tax authorities audited the FY2009 accounts, on the grounds dating from 1999 relating to
the imposition of corporation tax on financial products resulting from temporary liquidity surpluses.
This applied to remuneration received by SEMAPA in its capacity as agent in the clean-up operation
of PRG ZAC and to conventional earnings received as a development concession-holder.
Although this tax liability is disputed, full provision has been made for it, including for late payment
interest included until the notification date for the period 2006 to 2009. Fees and late payment
interest were paid following the 29 July 2010 ruling of the Administrative Court, in relation to tax
adjustments relating to FY 1999 to 2005. All of the grounds used by the Court to justify its ruling are
0013112-0000291 PA:14607267.3
133
disputed and an appeal has been lodged with the Administrative Court of Appeal. The financial
products are related to development projects and exercising mandates is ancillary to the activities of
a concession-holder, which is exempt from corporation tax. Moreover, the concession-holder's
"remuneration" forms part of the general fees that it is authorised to record as a charge in the
development balance sheet, as it does for other expenses of which the total is covered by income
from the sale of developed land, which is exempt from corporation tax.
A provision was made upon closure of the accounts for the development and their submission to the
concession-granting authority. The proportion corresponding to FY 2009 was offset against the 2009
recovered charges for this development.
12.
LEASING INFORMATION
At 31 December 2012 no significant leases were recorded.
13.
BANK GUARANTEES
13.1
Guarantees against receivables
The following table lists the guarantees against existing client receivables as at 31 December 2012.
PLOT
Amount
T8
EUROS
97 577 306.00
M9D4
14.
Guarantee period
Bank
28/06/2011 28/01/2014
Credit Agricole
Corporate
& Investment Bank
Credit Agricole
Corporate
& Investment Bank
BNP Paribas
14 287 600.00
28/06/2011 28/01/2014
1 900 000.00
01/07/2009 30/03/2013
STAFF INFORMATION
In accordance with the provisions of the SYNTEC collective agreement, SEMAPA's retirement
indemnity liabilities amounted to €606 087 at 31 December 2012. They are recorded as a balance
sheet liability under "Provisions for contingencies and losses". The method used determines
retirement benefits on the basis of years of service as at the date of retirement, after recosting.
The law of 4 May 2004 gave each employee with a permanent contract the right to a minimum of 20
hours training per year, up to a maximum of 120 hours over a six-year period.
At 31 December 2012, the number of hours of training thus accumulated for all employees amounted
to 5 740 hours.
Average staff headcount is 67.
0013112-0000291 PA:14607267.3
134
15.
INFORMATION RELATING TO AUDITORS' FEES
€59 464.00 of fees are included in the FY2012 income statement. This includes €4 000.00 for a
report on the capital reduction.
16.
REMUNERATION TO MEMBERS OF ADMINISTRATIVE AND MANAGEMENT
BODIES
This information is not included in order to avoid publishing personal information.
17.
OTHER OFF-BALANCE SHEET LIABILITIES
Pursuant to the PRG/Ville de Paris concession agreement, the City guaranteed 80% of all borrowing.
At 31 December 2012, bank borrowing stood at €357 million.
18.
PROVISIONAL STATEMENTS OF INCOME AND EXPENSES NOTE 18 - A The provisional statements annexed to this note were updated for the preparation of the financial
statements. They formed part of the company accounts submitted to the Board of Directors. They
were also included in the annual financial reports to the local authority, notified upon decision of the
Municipal Council.
18.1
Paris Rive Gauche ZAC
Updates to provisional income and expenses include new construction and projects agreed by the
City in the master plan approved by the Municipal Council in June 2012. The provisional statements
were prepared in accordance with the provisions set out in the supplement to the concession
agreement dated 28 August 2012. Provisional results are balanced.
18.2
Gare de Rungis ZAC
The public development agreement was extended until 2014 by a supplement to the concession
agreement signed in 2011. Provisional results are positive.
18.3
Public development agreement for the "extended stadium" on the Olympiades site
The provisional statement is in line with the public development agreement dated 21 April 2004. The
development is nearing the end of the marketing phase. The development recorded a loss.
18.4
Joseph Bédier - Porte Ivry ZAC
No loss was recorded upon completion at 31 December 2012. Overall future earnings are positive,
following a subsidy from the City.
No similar events having a material effect on the annual accounts are reported.
0013112-0000291 PA:14607267.3
135
NOTE 18 - B PARIS RIVE GAUCHE ZAC
PROVISIONAL INCOME AND EXPENSES STATEMENT (IN EUROS ‘000s ex. tax) as at
31/12/2012
Included in
Provisional
accounts Outstanding
TRANSFERS OF LAND CHARGES
3 374 490
1 748 709
1 625 782
Offices
1 837 402
1 206 343
631 059
Social housing
145 019
91 853
53 166
Other housing
607 018
90 538
516 481
Shops & amenities
463 210
73 609
389 601
University Schemes (phases 1 &2)
321 841
286 366
35 475
OTHER SALES
572 638
148 199
424 438
OTHER SALES (Third party)
78 154
15 154
63 000
Commercial premises
43 394
10 929
32 465
Private car parks
30 535
0
30 535
Other sales
4 225
4 225
0
OTHER SALES (City)
494 483
133 045
361 438
Return of public land to City
467 633
121 463
346 170
Sales of public land
11 582
11 582
0
M1D workshop
9 589
0
9 589
Sale M9 theatre and elevator
5 679
0
5 679
CONTRIBUTION AND REPAYMENT FROM
290 416
148 813
141 604
CITY
Avenue de France support fund
51 829
40 399
11 430
Vincent Auriol bridge support fund
1 621
1 621
0
Massena bridge rebuilding
46 571
35 538
11 033
Public car parks
80 316
47 564
32 752
Utility tunnel litigation
9 526
7 840
1 686
Ring road slip roads
48 072
0
48 072
Austerlitz access road
1 528
0
1 528
Cour Seine agreement
7 120
0
7 120
Av P Mendes France repayment
36 840
15 850
20 990
Quai d'Ivry
6 994
0
6 994
OTHER CONTRIBUTIONS
45 302
31 907
13 395
BNF contribution
31 602
31 602
0
Builders' contribution
13 395
13 395
Utility tunnel concession contribution
305
305
0
OTHER INCOME
62 540
38 930
23 610
Financial income
22 742
22 742
0
Income from public car parks
9 803
9 803
0
Miscellaneous income
29 995
6 385
23 610
TOTAL INCOME
4 345 386
2 116 557
2 228 829
COMPLETION %
48.71%
ACQUISITION AND LAND DEVELOPMENT
1 570 625
922 878
647 747
LAND AND REAL ESTATE ACQUISITIONS
1 531 420
911 773
619 647
DEMOLITIONS
8 291
4 479
3 812
CLEAN-UP
30 914
6 626
24 288
DEVELOPMENTS, CONTRIBUTIONS AND
1 859 673
915 387
944 286
RELATED COSTS
COVERING RAILWAYS
809 251
421 571
387 680
CAPITAL FEE RAILWAY COVER
5 781
2 942
2 839
ROAD & UTILITIES WORK
617 287
251 072
366 215
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136
OTHER PUBLIC SPACES
DEVELOPMENT CONTINGENCIES
PROTECTION WORKS
PRIVATE CAR PARKS
REBUILDING SNCF FACILITIES
SPECIFIC PROGRAMMES
Rebuilding Massena bridges
Public car parks
Ring road slip roads
OPERATION
FINANCIAL FEES AND IMMATERIAL
COSTS
FINANCIAL FEES
OTHER IMMATERIAL FEES
Studies
Litigation
Communications
Marketing
SPLA operating fees
Coordination
TOTAL COSTS
END DEVELOPMENT EARNINGS
27 407
90 318
90 918
24 236
7 529
173 625
46 221
80 372
47 032
13 321
915 088
7 275
30 468
59 383
315
6 823
122 663
45 315
76 122
1 226
12 875
533 019
20 132
59 850
31 535
23 921
706
50 962
906
4 250
45 806
446
382 069
357 577
557 511
295 183
7 781
26 234
10 505
214 698
3 111
4 345 386
0
201 023
331 996
153 823
1 708
20 097
6 111
148 307
1 951
2 371 285
156 554
225 515
141 360
6 073
6 137
4 393
66 391
1 160
1 974 101
GARE DE RUNGIS ZAC
PROVISIONAL STATEMENT OF INCOME AND EXPENSES (IN EUROS '000s)
AS AT 31/12/2012
Incl in
PROVISIONAL
accounts (ex. Completion Outstanding
(EX. TAX)
tax)
%
(ex. tax)
I. Sales of land
70 550
68 940
charges
1 611
Offices
46 254
46 254
Shops & amenities
1 611
1 611
Housing
22 686
22 686
II. Sales of public
12 437
9 874
land
2 563
III. City
7 935
7 935
infrastructure
contribution
IV. Other
453
453
contributions
V. Financial
2 028
2 028
income
VI. Other income
124
124
TOTAL INCOME
93 528
89 353
95.54 %
4 174
I. Land and land
development
62 502
61 703
799
II. Construction
12 529
11 955
574
III. Developer
contribution to City
2 078
1 039
infrastructure
1 039
IV. Immaterial
6 371
5 100
expenses
1 271
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137
V. Taxes
TOTAL COSTS
END
DEVELOPMENT
EARNINGS
954
84 435
872
80 669
83
3766
9 093
CPA EXTENSION OLYMPIADES STADIUM
PROVISIONAL STATEMENT OF INCOME AND EXPENSES (IN EUROS '000s)
AS AT 31/12/2012
PROVISIONAL
Incl in accounts Completion Outstanding
(EX. TAX)
(ex. tax)
%
(ex. tax)
I. Sales of private 7 823
4 070
land
3 753
II. Sales of public 15 522
15 463
land
59
III. Financial and 902
902
related income
Income excl.
24 247
20 434
subsidy
84.28%
3 812
IV. Ville de Paris 1 322
subsidy
1 322
TOTAL INCOME 25 568
21 756
3 812
I. Land and
building
7 851
7 849
acquisition
2
II. Land clearing
3 110
3 110
III. Related
3 322
2 874
expenses
448
IV.
Reconstruction
9 786
9 696
and development
90
V. General fees
1 273
1 136
137
VI. Rental fees
1 377
1 265
112
VII. Taxes
181
174
6
TOTAL COSTS
26 899
26 104
795
END
DEVELOPMENT
EARNINGS
(1 331)
BEDIER PORTE D'IVRY ZAC
PROVISIONAL STATEMENT OF INCOME AND EXPENSES (IN EUROS '000s)
AS AT 31/12/2012
PROVISIONAL Incl in accounts Completion Outstanding
(EX. TAX)
(ex. tax)
%
(ex. tax)
I.Sales of land
70 369
70 369
charges
Amenities
61 159
61 159
Vacant housing
5 828
5 828
PLS Housing
2 380
2 380
Housing unit
1 002
1 002
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138
II. Sales of public
land
III. Amenities and
public space
IV. Financial and
related income
V. PC Berlier
compensation
Income excl.
subsidy
IV. Ville de Paris
subsidy
TOTAL INCOME
I. Acquisitions and
evictions
II. Land
development
III. Rebuilding
amenities and West
sector
IV. Roads & utilities
works
V. Technical fees
VI. Studies
VII. Sundries
TOTAL COSTS
END
DEVELOPMENT
EARNINGS
18.5
2 448
2 448
5 227
5 227
1 371
89
1 282
3 750
3 750
83 164
5 315
6.39%
77 849
3 136
86 300
18 759
3 136
8 451
10 496
1 465
0
41 939
6 884
1 465
35 055
12 855
3 477
9 377
1 905
300
8 722
85 944
1 039
225
1 482
23 603
866
75
7 240
62 341
77 849
8 263
356
Consolidated Financial Statements
Not applicable.
SEMAPA does not have any subsidiaries and is not included in its shareholders' consolidated
accounts.
18.6
Audit of historical annual financial information
(a)
Statutory auditors' declaration
The FY2012 and FY2013 accounts were certified by the Auditors, COREVISE, following
completion of their reports thereon.
(b)
Special accounting features related to the concession-holder's operations
(i)
Accounting standards relating to the activities of the Issuer
Regulation 99-05 of the French Comité de la réglementation comptable relating to
the accounting treatment of development concessions in local semi-public
companies was approved on 14 December 1999 by the Garde des sceaux, the
Minister of Justice and the Minister for the Economy, Finance and Industry (Art. 2).
0013112-0000291 PA:14607267.3
139
This regulation and the annex thereto apply to concession development projects (See
French Official Gazette (JORF) n°302 of 30 December 1999, page 19805, paragraph
55).
(ii)
"Provisional interim earnings"
The financial results of a development concession can, in principle, only be
calculated at the end of such development. However, "provisional interim" earnings
for the financial year are calculated during the development, in accordance with the
above regulation.
Provisional interim earnings for the concession are calculated to include all earnings
since the start of the development. It represents the difference between, on the one
hand, increased sales income (and where applicable, contributions from the
awarding local authority) and, on the other hand, estimated construction costs.
Construction costs are estimated at the end of the financial year by applying the
"Percentage of completion" to calculated on income.
(iii)
Percentage of completion
The “percentage of completion” calculated on income is represented by the
following fraction:
(iv)

Numerator: the income earned since the beginning of the development,
minus contributions received or to be received from the concession-granting
authority;

Denominator: the overall total amount of income forecast in the financial
report (except contributions received or to be received from the concessiongranting authority).
Concession-holder remuneration
Agreements made in the context of development concessions provide that, in order
to cover its operating costs, the concession-holder shall be entitled to charge an
amount, as so specified under the "remuneration" section. It takes the form of a
lump-sum reimbursement of fees recorded under "Account 791 - Transfer of
charges".
(v)
Results of the support structure
SEMAPA's activities are principally related to development concessions. This has a
particular impact on the remuneration received by SEMAPA as detailed below.
Accounting income only relates to developments' support "structures", after
discounting the income from the developments themselves pursuant to accounting
standards applicable to concession developments (see details above), due to the fact
that, in accordance with standards development income is calculated depending on
completion levels.
The support structure's accounts must simply be balanced and allow for the effective
operation of the development. The structure's costs (67 employees) are under control
and the structure's earnings are in line with initial forecasts.
0013112-0000291 PA:14607267.3
140
(vi)
(vii)
Difference between the concession-holder's earnings and the "development
earnings"

For the concession-holder the development earnings are the difference
between income and expenses;

"development earnings" for the concession are an amount contractually
borne by the concession-holder, which is passed on to the concessiongranting authority;

the concession is drafted from the perspective of the concession-granting
authority (i.e. the local authority) and not the concession-holder (i.e. the
developer). Therefore terms used do not represent the perspective of the
concession-holder and the "development earnings" for the concessiongranting authority represent a fee (for the concession-holder).
Diagram of the concession-holder's income statement
EXPENSES
INCOME
Concession
“income” for
authority:
provisioned for
later repayment
Concession
income:
Sales of land for
development
Contributions
Other income
Concession
expenses:
Construction
Land
Fees
Financial fees etc
Lump-sum transfer of
operating costs (=contractual
“remuneration”)
Lump-sum compensation
by “costs transfer” called
contractual “remuneration”
Operating
costs: Salaries,
rent etc
(c)
Company
(developer) income
Information not derived from audited financial statements
(i)
Funding requirements and strategy
(A)
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Funding requirements
141
Funding requirements are directly related to the developer's activities and the scale
of the PRG development. The developer funds equipment and works (e.g.
roads, utilities networks) before receiving the income from the sale of
building rights (plots sold) or contributions (which are contractually agreed).
The scale of these expenses (of tens of millions of Euros) and the lifecycle of
a development (of several years) results in a structural funding requirement
for operating funds of hundreds of millions of Euros. Given the scale of the
funding requirement, funding strategies cannot be mainly based on
company's own funds or on shareholder contributions. Indeed, external
finance is necessary.
In line with multi-annual forecasts produced as part of the annual financial
report prepared for FY2013, funding requirements for development
operations appear to give rise to negative liquidity, covered by borrowing.
This will continue for the next few years, given forecast cash inflows and
outflows and will require additional borrowing.
(B)
Funding strategy and outlook
Developers require large amounts of medium-term finance. This is because
developers have to finance equipment and construction work (roads and
utilities etc) before receiving income from the sale of building rights (plots
sold) or (contractually agreed) contributions several years later (2 to 3 years
for construction works plus 2 to 3 years to receive the income).
Consequently, developers prefer medium- to long-term funding for
developments, to short-term funding. They are able to adapt to short-term
changes in requirements through managing borrowing and repayment
conditions and even restructuring medium- and long-term finance.
In order to optimise efficiency, the carefully chosen strategy aims to:
(C)

benefitting from competition between different financial institutions;

diversifying funding sources (bank and non-bank finance);

finance planning adapted to the new PRG project end-date of 2024;
and

reducing costs through:

bond issuances, following receipt of a credit rating; and

the City guarantee.
Current refinancing
Total refinancing is to be completed before February 2016, the end of the
development (extended to 2024 by the agreement signed in 2012) and of
current financing. The funding requirements from 2014-2024 are predicted
to remain similar to those at the beginning of the development (€450 to
500M).
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142
Funding conditions have changed over the last few years and the current
situation is more complex. Access to bank finance is more restricted and
onerous. Banks are refusing to lend to the same extent as before, due to
constraints on their liquidity and liability diversification. At the same time
however, investors are looking for Issuers offering higher interest than the
State for a similar level of risk. This creates a favourable environment in
which semi-public borrowers can raise funds through bond or commercial
paper issuances.
The funding strategy includes medium- or long-term funding through bond
issuances under the Euro Medium Term Note (EMTN) programme in
particular. Commercial paper issuances are also planned, in order to respond
to short-term requirements.
(D)
Borrowing and cash assets
I.
SEMAPA's borrowing
Lending facilities were agreed with several banks. Since the start of
PRG in 1992-1996 they were guaranteed by the City for a total
amount of 3.1 billion Francs (€473 million). There was a refinancing
in 2006 (for €142M remaining) and additional funding in 2010
(€215M in three instalments). This strategy continues and will
include a refinancing from 2014 to 2014 (€450 to 500M).
Decisions to borrow are taken by the Issuer's Chief Executive
Officer. Where the loan is guaranteed by Ville de Paris, the Council
of Paris must approve the guarantee, without retroactive effect.
II.
Previous bond issuances
Not applicable.
III.
Financial instruments and risks
With reference to Article L.225-100 of the French Code de
Commerce, the company did not have recourse to any financial
instruments during the financial year.
Credit, liquidity and cash flow risk are reduced by the use of multiannual bank finance from several banks, backed by guarantee of
Ville de Paris.
Risks related to interest rate fluctuation are considered in the annual
update of operational forecasts, by including potential future rates.
IV.
Cash flow
Cash flow policy is directly affected by funding requirements. To
reduce financing costs, there is some flexibility in existing loan
facilities (i.e. some restructuring capacity) to reduce cash flow.
When cash flow is positive (inflows from sales exceed outflows
from works and acquisitions), the company makes short-term
investments.
0013112-0000291 PA:14607267.3
143
At the end of 2013 cash assets under concession remained on a par
with 2012 levels (€130.4 million compared with €131.8 million in
2012).
The cash flow statement is submitted to the Board of Directors to
allow the annual accounts to be prepared and is updated every sixmonths.
All cash assets will be used in 2014.
The company has a commercial paper programme to address shortterm requirements. The estimated scale of the requirement is €100M.
The programme is capped at €150M and approval is scheduled for
September 2014.
18.7
Legal and arbitration proceedings
In the twelve (12) months preceding the date of this Base Prospectus, the Issuer was not involved in
any governmental, legal or arbitration proceedings and is not aware of any pending or threatened
proceedings which could have or have recently had a material effect on its financial situation, with
the exception of the following:
During FY 2013, in its decision of 14 May 2013, the Versailles Administrative Court of Appeal,
ruled that additional corporation tax demands relating to financial products under concession could
no longer be made. This ruling resulted in the reimbursement of a total amount of €3 028 000 of tax
and late payment interest paid from FY 1999 to 2005.
At 31 December 2013 tax litigation includes the following proceedings:

demands relating to tax for FY2006 and 2007 that do not take into account the impact of
decisions in the Court of Appeal ruling. A complaint has been lodged in relation to such
demand and they are entirely covered by provisions;

there was an audit of FY2008 accounts. Demands for tax related thereto are disputed and are
entirely covered by provisions; and

tax adjustments occurred in relation to FY2009 to 2011. These do not take into account the
inclusion of financial products in corporation tax, following the ruling thereon mentioned
above. Full provision was made for all of these adjustments.
In 2009 a referral to the Budget Minister was made with regard to FY2006-FY2008. As yet there has
been no substantive response. A response is also pending with regard to a 2012 referral to the Budget
Minister with regard to FY2008.
Without awaiting the ministerial responses, the authorities have taken steps to collect the amounts
relating to FY2006, FY2007 and FY2009 to FY2011.
18.8
Significant changes in the financial or trading position of the company
There has been no significant change in the financial or trading position of the Issuer since 31
December 2013.
0013112-0000291 PA:14607267.3
144
19.
SIGNIFICANT CONTRACTS
The PRG development, described in more detail in paragraph 5 above, represents around 95% of
SEMAPA's activity. The PRG concession is the Issuer's largest contract.
Under this development the Issuer has a partnership with SNCF, RFF and the City, as set out in an
agreement also described in paragraph 5.2 above.
20.
INFORMATION FROM THIRD PARTIES, EXPERT CERTIFICATIONS AND INTEREST
DECLARATIONS
(a)
Certification of the accounts
SEMAPA's accounts have been certified by an Auditor (see Section 3: STATUTORY
AUDITORS). The audit reports are included in an appendix.
(b)
Financial rating
SEMAPA has a financial rating (see Section 4.1(d))
0013112-0000291 PA:14607267.3
145
APPENDIX
AUDITORS' REPORT - FY2013
SEMAPA
Registered office: Hôtel de Ville – 75004 PARIS
S.P.L.A with share capital of €472 287
AUDITORS’ REPORT ON THE
ANNUAL FINANCIAL STATEMENTS
FY ended 31 December 2013
0013112-0000291 PA:14607267.3
146
SEMAPA
Registered office: Hotel de Ville – 75004 Paris
S.P.L.A. with share capital of €472 287
AUDITORS' REPORT
ON THE ANNUAL FINANCIAL STATEMENTS
Financial year ended 31 December 2013
To the Shareholders,
Pursuant to the mission entrusted to us by your general assembly, we present to you our report relating to the financial
year ended 31 December 2013, on:
•
the review of the annual financial statements of SEMAPA, as set out in the adjacent report,
•
the grounds for our assessments, and
•
verification and specific information required by law.
The annual accounts were approved by the board of directors. Our role is to express an opinion on these annual
accounts, based on our audit.
I.
OPINION ON THE ANNUAL FINANCIAL STATEMENTS
We carried out our audit according to professional standards applicable in France. These standards require due diligence
to ensure that the annual statements do not contain any significant anomalies. An audit involves the verification, on a test
basis or through the use of any other selection methods, of the evidence supporting the amounts and disclosures included
in the individual financial statements. It also involves appreciating the accounting principles used and the significant
estimates retained and appreciating their overall presentation. We believe that we have collected sufficient and
appropriate information on which to base our opinion.
The company is a public local development company carrying out development activities under development concessions
the risk and reward of which lie with the concession-grantor. Therefore our opinion does not relate to provisional
information on each concession set out in the annex.
We certify that the annual statements are, taking into consideration French accounting rules and principles, reliable and
accurate and give a true impression of the company's earnings over the past financial year as well as its financial standing
and assets at the end of the financial year.
0013112-0000291 PA:14607267.3
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Without calling into question the opinion expressed above, we draw your attention to the assessment of the provisional
statements of income and expense (EPPC) for the development agreements set out in notes 18-A and 18-B of the annex,
which have not yet been approved by the concession-grantor.
II.
GROUNDS FOR OUR ASSESSMENTS
Pursuant to the provisions of Article L. 823-9 of the French Code de commerce relating to the grounds for our assessments,
we bring to your attention the following elements:
- paragraph 2 of the annex explains the specific methods and principles applicable to development operations as provided
by opinion 99-05 of 18 March 1999 issued by the Conseil national de la Comptabilité.
We have verified the appropriateness of the accounting treatment applied in the accounts and the information contained in
the notes in the annex.
- paragraph 9 of the annex sets out the distribution methods used with regard to the remuneration received by the developer
for the “Paris Rive Gauche” and “Olympiades” developments.
We have reviewed the grounds which led the company to use the approach set out therein and we have considered that it is
reasonable, on the basis of available information.
Our assessments are therefore a part of our audit of the annual financial statements, taken as a whole, which have
contributed to our opinion set out in the first part of our report.
III.
VERIFICATION AND SPECIFIC INFORMATION
In accordance with professional standards applicable in France, we have also carried out the verification provided by law.
We do not have any observations on the accuracy and similarity with the annual accounts of information given in the Board
of Directors' management report and in the documents addressed to shareholders on the company's financial position and
annual accounts.
Signed in Paris, 13 June 2014
COREVISE
Auditors
Member of the Compagnie Régionale de Paris
Fabien CREGUT
Partner
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APPENDIX
AUDITORS' REPORT - FY2012
Financial year ended 31 December 2012
GENERAL REPORT
To the Shareholders
Pursuant to the mission entrusted to us by your General Assembly, we present to you our report relating to the financial
year ended 31 December 2012, on:
- the review of SEMAPA's annual financial statements, as set out in the adjacent report,
- the grounds for our assessments, and
- verification and specific information required by law.
The annual accounts were approved by the Board of Directors. Our role is to express an opinion on these annual
accounts, based on our audit.
I - Opinion on the annual financial statements
We carried out our audit according to professional standards applicable in France. These standards require due diligence
to ensure that the annual statements do not contain any significant anomalies. An audit involves the verification, on a test
basis or through the use of any other selection methods, of the evidence supporting the amounts and disclosures
included in the individual financial statements. It also involves appreciating the accounting principles used, the significant
estimates retained and the presentation of the accounts as a whole. We believe that we have collected sufficient
appropriate information on which to base our opinion.
The company is a local mixed company carrying out development activities under public development contracts and our
opinion does not relate to provisional information on each development concession set out in the annex.
We certify that the annual statements are, taking into consideration French accounting rules and principles, reliable and
accurate and give a true impression of the company's earnings over the past financial year as well as its financial
standing and assets at the end of the financial year.
Without calling into question the opinion expressed above, we draw your attention to the assessment of the provisional
statements of income and expense (EPPC) for the development agreements set out in notes 16-A and 16-B of the annex,
which have not yet been approved by the concession-grantor.
II - Grounds for our assessments
Pursuant to the provisions of Article L. 823-9 of the French Code de commerce relating to the grounds for our
assessments, we bring to your attention the following elements:
•
Paragraph 2 of the annex explains the specific accounting methods and principles applicable to developments
as provided in opinion 99-05 of 18 March 1999 issued by the Conseil National de la Comptabilité.
We have verified the appropriateness of the accounting treatment applied in the accounts and the information contained
in the notes in the annex.
•
Paragraph 9 of the annex sets out the means of distribution of the developer's remuneration received for the
Paris Rive Gauche development.
We have reviewed the grounds which led the company to use the approach set out herein and we have considered that
it is reasonable, on the basis of available information.
Our assessments are therefore a part of our audit of the annual financial statements, taken as a whole, which have
contributed to our opinion set out in the first part of our report.
III - Verification and specific information
In accordance with professional standards applicable in France, we have also carried out the verification provided by law.
We do not have any observations on the accuracy and similarity with the annual accounts of information given in the
Board of Directors management report and the documents addressed to shareholders on the company's financial position
and the annual statements.
Signed in Paris, 28 May 2013
Auditors
COREVISE - Fabien Cregut
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SPECIAL REPORT
To the Shareholders
In our capacity as auditor of your company, we hereby present our report on the regulated agreements.
We are required to inform you, on the basis of information provided to us, about the essential terms and conditions of the
agreements shown to us or that we have seen in the course of our work, without commenting as to their usefulness and
appropriateness nor searching for other agreements.
It is your responsibility, in accordance with Article R. 225-31 of the French Code de Commerce, to evaluate the benefits
resulting from these agreements prior to their approval.
Furthermore, it is our responsibility, where appropriate, to give you the information provided under Article R.225-31 of the
French Code de Commerce relating to the implementation over the past financial year, of agreements already approved by the
general assembly.
We have performed those procedures which we considered necessary in accordance with professional guidance issued by the
Compagnie nationale des commissaires aux comptes. These procedures consisted in verifying the consistency of the
information provided to us in the source documents.
Agreements submitted to the general assembly for approval
Pursuant to Article L.22540 of the French Code de Commerce, we have been advised of the following agreements which were
subject to prior authorisation by your Board of Directors.
Agreements authorised by the meeting of the Board on 3 May 2012
1) Agreement for project management of coverage of the railway tracks in the Paris Rive Gauche ZAC.
In the context of Article 65 of the partnership agreement dated 7 November 2011 between the City of Paris, SNCF, RFF and
SEMAPA, the agreement for project management of coverage of the railway tracks in the Paris Rive Gauche ZAC was signed
on 28 November 2012 and replaces the agreement dated from the year 2000.
The agreement was signed by:
•
The City of Paris, represented by Mme Veronique Bedaguehamilius, CEO acting on its behalf as concessiongranting authority to SEMAPA.
•
The City of Paris is a majority shareholder in SEMAPA with a 66% holding (20 343 shares).
•
SNCF, represented by Mr Jean-Marc Roger RFF Real Estate Manager, represented by Mr Alain Quinet, assistant
Chief Executive Officer
•
SEMAPA, represented by Mr. Jean-François Gueullette, CEO.
The purpose of the agreement is to specify:
•
The respective obligations of RFF, SNCF and the owners of property located above the railway area in the contact of
the "coverage" project.
•
Technical terms and conditions: the agreement specifies monitoring, maintenance and large repair activities to be
carried out.
•
Financial provisions: the owners of the property located above the railway area shall have to pay a fee for ongoing
monitoring and maintenance during the coverage works. This fee is set as follows:
2
* €2.40 excl. tax (value January 2011) per year per m surface area of the plot or building for coverage works located under the
buildings.
2
* €2.24 excl. tax (value January 2011) per year per m surface area of the plot or building for coverage works located under
roads or public spaces.
•
The fee is indexed and can be paid in one annual lump-sum or a settlement equal to 35 times the annual fee paid on
the date of the sale agreement.
2) Supplemental agreement 1 to the Paris Rive Gauche ZAC development concession agreement between the City of
Paris and SEMAPA.
This supplement to the 12 January 2004 Public Development Agreement relating to the Paris Rive Gauche concession was
signed on 28 August 2012 by:
•
The City of Paris, represented by Mrs Elisabeth Borne, Director of Urban Planning, acting on its behalf as
concession-granter to SEMAPA.
•
The City of Paris is a majority shareholder in SEMAPA with a 66% holding (20 343 shares).
•
SEMAPA, represented by Mr. Jean-François Gueullette, CEO.
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The main purpose of the supplemental agreement is to address:
• the simplified review of the Local Urban Planning Programme agreed by the Council of Paris relating to the possibility of
building high-rise buildings and increasing construction in the updated master plan for the ZAC, relating in particular to the "New
partnership for Paris Rive Gauche" public infrastructure programme established with the City of Paris, SNCF and RFF by an
agreement dated 7 November 2011.
• the extension of the term of the agreement, changing the end-date from 2016 to 2024.
• adjustment's to the developer's remuneration following extension of the agreement duration. The developer's total
remuneration over the term of the agreement is increased from €156.1M to €211.7 M.
Agreements authorised by the meeting of the Board on 24 October 2012
Supplemental agreement 1 to the Joseph Bédier Porte d'Ivry ZAC development concession between the City of Paris
and SEMAPA.
This supplement to the 24 January 2006 development concession on the Joseph Bédier concession was signed on 15
November 2012 by:
•
The City of Paris, represented by Mrs Elisabeth Borne, Director of Urban Planning, acting on its behalf as
concession-granter to SEMAPA.
•
The City of Paris is a majority shareholder in SEMAPA with a 66% holding (20 343 shares).
•
SEMAPA, represented by Mr. Jean-François Gueullette, CEO.
The main purpose of the supplemental agreement is to address the following points:
•
Relocation of the municipal services from Yersin square.
•
Redevelopment of existing public spaces.
•
The amount of balancing contribution.
This supplemental agreement led to the following amendments to the wording of Article 2, paragraphs (i) and (k) and Article 17:
The wording of Article 2, paragraph (i) is supplemented by specifying that the developer will bear the costs of the temporary
relocation of municipal services in temporary premises and that Article 16 of the concession relating to the works does not apply
to such temporary premises.
The wording of Article 2 paragraph (k) is supplemented by specifying that the developer will oversee the contracting for potential
landscaping in public spaces.
Article 17 is updated to take account of the amounts paid by the City of Paris and the Ile-de-France region as balancing and
infrastructure contributions.
Agreement already approved by the general assembly
Pursuant to Article R. 22530 of the French Code de Commerce, we have been informed that the following agreements, already
approved by the general assembly in previous financial years, have continued to be implemented over the past financial year.
Partnership agreement between SNCF, RFF and the City of Paris.
Within the context of the Paris Rive Gauche ZAC development, on 7 November 2011, the City of Paris, SNCF, RFF and
SEMAPA signed a partnership agreement, substituting the agreements dated 6 November 1991 and 25 September 1996.
The purpose of the agreement is to specify:
•
New means of acquisition used by the City or the Developer for land or buildings that are owned by RFF and SNCF
in the Paris Rive Gauche ZAC.
•
Conditions for the performance by RFF and SNCF of work necessary to give access to railway rights-of-way and by
the Developer of works in the area of the railway.
•
Coordination procedures between the Developer and the railway companies.
•
The estimated project timeline.
The agreement is also aimed to establish a shared governance mechanism to oversee and, where applicable, update this
agreement, given its duration.
The agreement specifies provisional financial results and sets out the partners' financial participation.
The agreement is set to continue until all of the works and land sales have been completed.
The agreement is supplemented by a framework agreement and a memorandum of understanding signed on 7 November 2011
by the City of Paris, SNCF and SEMAPA, in relation to the schedule, funding and intended timeline for the development of the
Pôle Austerlitz sector.
Signed in Paris, 28 May 2013
Auditors
COREVISE - Fabien Cregut
3.
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DESCRIPTION OF THE GUARANTOR
The information relative to the Guarantor, including the financial statements, are incorporated by reference
in this Base Prospectus. see section “Description of the Issuer” on pages 54 to 140 of the Base prospectus of
Ville de Paris, as supplemented by the Supplement to the Base Prospectus of Ville de Paris (pages 2 to 17),
incorporated by reference in this Base prospectus.
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DESCRIPTION OF THE GUARANTEE APPLICABLE TO GUARANTEED NOTES
The provisions of this Description of the Guarantee applicable to Guaranteed Notes apply if the applicable
Final Terms specify that the clause “Provisions relating to Guaranteed Notes” is “Applicable”.
1.
DESCRIPTION OF THE GUARANTEE MECHANISM
The Guaranteed Notes will benefit from an autonomous first demand guarantee of limited to 80% of
their nominal amount from Ville de Paris, in accordance with Article 2321 of the French Civil Code
(Code Civil).
Under the terms of the Guarantee, the Guarantor undertakes to pay the Noteholders all amounts due
under the Guaranteed Notes (in principle, interest or other amounts) limited to their guaranteed
amount, in the event that the Issuer for any reason fails to pay all amounts due under the Guaranteed
Notes by their due date or early redemption date.
2.
FORM OF GUARANTEE
SEMAPA established a Euro Medium Term Notes Programme on 30 March 2015 and the
corresponding Base Prospectus was approved by the Autorité des Marchés Financiers on the same
date (the EMTN Programme).
Under the terms of this EMTN Programme, SEMAPA may issue bonds to finance development
operations as defined by Articles L.300-1 to L.300-4 of the French Urban Planning Code, and all
amounts due under the Notes (as defined below) may be guaranteed by the Guarantor limited to a
ceiling of 80% of their nominal amount.
On [], SEMAPA issued Notes under its EMTN Programme (Series: [ ], Tranche: [ ]) (the
Notes). The legal characteristics of the Notes are provided in the terms and conditions of the notes
described in the EMTN Programme base prospectus and in the applicable final terms. The principal
financial terms of the Notes are set out below.
On [], Ville de Paris Council (le Conseil de la Ville de Paris) (the Guarantor) adopted a decision
in which Ville de Paris granted a guarantee to the Noteholders pursuant to Articles L.2252-1 et seq.
of the French General Code of Local Authorities for the payment and reimbursement of amounts due
under the Notes. In accordance with Article D.1511-35 of the French General Local Authorities
Code, 80% of the amounts issued under such debt issuance is guaranteed provided that such amounts
are exclusively used to finance development operations (the Ceiling).
Article 1 Financial terms of the Notes subject to the Guarantee
The Guarantor guarantees, subject to the Ceiling and pursuant to the conditions set out below, to pay
the interest and redemption amounts of the Notes issued by SEMAPA on [***], the principal terms
of which are listed below:
(a)
Dealer(s): [dealer name(s)]
(b)
Amount: [***] Euros
(c)
Term: [***] years
(d)
Repayment basis: [bullet/linear]
Repayment schedule
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Year
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
Repayment amount
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
Outstanding principal amount
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
(e)
Interest rate: [[***]% per annum /where floating interest rate, specify the reference rate and,
if applicable, the relevant margin]
(f)
Interest payment basis: [***]
(g)
International identification code (ISIN): [***]
Article 2 Terms and Conditions of the Guarantee
The terms and conditions of the first demand guarantee granted by the Guarantor to the Noteholders
(the Guarantee) are specified below.
(a)
The Guarantor grants this Guarantee under which it undertakes to pay, in one or several
payments, any amount that would be claimed in a first written demand from the Noteholders,
limited to the Ceiling amount, to the Principal Paying Agent specified in the final terms of
the Notes.
(b)
The Guarantee is an autonomous guarantee subject to Article 2321 of the French Civil Code
(Code Civil) and the Guarantor's undertakings towards the Noteholders are therefore
irrevocable, unconditional, autonomous and independent of those made by the Issuer to the
Noteholders under the terms and conditions of the Notes. On the basis of the above, the
Guarantor hereby irrevocably foregoes its right to:
(c)
(i)
to use or raise (a) any reason whatsoever, to delay or refuse payment of the
Guaranteed Amounts (as defined herein); (b) any event whatsoever to delay or
refuse any payment due under this Guarantee (except such events arising from this
Guarantee); or (c) in particular, but without limitation, any objection, defence or
exception relating to the Notes and/or the financial or legal position of the Issuer;
(ii)
demand that Noteholders and/or the Principal Paying Agent make any demand or
take any action or measure against the Issuer or any other third party; and
(iii)
to invoke the loss of a right to or inability to make any claim whatsoever, under this
Guarantee.
The Guarantor hereby undertakes to pay the Noteholders all amounts due under the Notes (in
principal, interest or other amounts) limited to the Ceiling amount (the Guaranteed
Amounts) of 80% of the nominal amount of Notes held by each Noteholder, in the case of
non-payment by the Issuer for any reason of all amounts due under the Notes at their due
date or early repayment date.
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(d)
One or several demands for payment may be made under this Guarantee, subject to a
maximum of the Guaranteed Amounts. Any payment made by the Guarantor under the
Guarantee shall be deducted from the Guaranteed Amounts.
(e)
Any request for payment shall be sent by registered letter with acknowledgement of receipt
by any Noteholder to the Guarantor at the following address:
Ville de Paris
[***]
Such letter will constitute the only document necessary to call on the Guarantee. The
Guarantor may not dispute the content nor the circumstances giving rise to the sending of
such letter.
(f)
The payments made by the Guarantor under the Guarantee will be exclusively made:
(i)
to the Principal Paying Agent, acting for and on behalf of the Noteholders in
accordance with the terms and conditions of the Notes and the final terms, in Euros,
by no later than ten (10) Business Days following the date on which the Guarantee
call is received by the Guarantor. The Principal Paying Agent shall be personally
responsible for distributing the funds among the Noteholders ("Business Day"
means a day, other than a Saturday or Sunday on which banks are open and
operating in Paris);
(ii)
net of any duties or taxes whatsoever, present or future, deducted from or deductible
by or on behalf of any French taxation authorities. Consequently, the Noteholders
remain liable for taxes owed; and
(iii)
without compensation with amounts that may be owed by any Noteholder to the
Guarantor pursuant to other commitments or other legal relationships, with the
exception of any legal compensation.
(g)
In the absence of payment by the Guarantor of any amount owed under the Guarantee, the
unpaid amounts will bear interest beginning from the end of the period set out in paragraph
(f)(i) above, at a rate equal to the European Overnight Index Average, the daily interbank
rate for deposits in Euros as published on the Eoniarecap Reuters screen page (or on such
other substitute page or service) for each day of the period between the payment date for
such amounts and their effective payment date, plus a 2% per annum margin and calculated
on the basis of the exact number of days in the period on the basis of 365 calendar day year.
(h)
Each payment made by the Principal Paying Agent will fully discharge the debt owed to any
Noteholder. The Guarantor shall then be subrogated limited to the due amount of the
payments made, with regard to Noteholders' rights against the Issuer.
(i)
If a payment received by a Noteholder is claimed back from the Issuer during collective
insolvency proceedings (including safeguarding, administration or liquidation proceedings),
such payment will not be deducted from the Guarantor's obligations and this Guarantee will
continue to apply as if such payment were still owed by the Issuer.
(j)
The Guarantee enters into force as at the date hereof. It will remain in force and continue to
take effect pending full and final payment of all amounts due under the Notes. However,
any request for payment from the Guarantor under the Guarantee shall be made within a
period of four years beginning on 1 January of the year following the due date of the
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relevant amounts. The Guarantor's goods cannot be seized nor be subject to private law
enforcement proceedings.
(k)
The Guarantee is for the benefit of the Noteholders and their successors, assignees and
beneficiaries. The Guarantee is binding on the Guarantor, its successors, assignees and
beneficiaries. However, the Guarantor may not sell, transfer or initiate the transfer or sale or
its obligations hereunder without the prior written consent of the Noteholders.
(l)
The Guarantee merely constitutes an obligation to pay. It does not substitute the obligations
of the Issuer and nor does it represent a guarantee of the proper performance of the
placement of the Notes.
(m)
The Guarantor's obligations hereunder will remain in full effect:
(i)
in the event of any amendment whatsoever to the terms and conditions of the Notes
(such amendment may not be claimed by the Guarantor to be an effective novation
thereof);
(ii)
in the event that (a) the Issuer is subject to an order or ruling of a competent court or
a resolution is adopted for its liquidation or winding-up (including, without
limitation, the bringing of bankruptcy, insolvency, voluntary liquidation or legal
proceedings); (b) the Issuer concludes or is subject to arrangements to prevent
bankruptcy, a payment deferral, controlled management arrangements, a
restructuring or a similar procedure generally affecting the rights of creditors; (c) the
Issuer is subject to a revocatory action or the appointment of an administrator
(including, without limitation, the appointment of a trustee, liquidator, auditor,
expert examiner, judge delegate or official receiver); (d) the Issuer concludes a
restructuring, sale or rescheduling agreement with one of its creditors; or (e) any
procedure or measure similar to those set out in (a) to (d) above is begun in any
other country;
(iii)
in the event of a change to the legal status or the articles of association of the Issuer
or the Guarantor, or the merger, separation or spin-off thereof or any other event
with similar effects and characteristics; or
(iv)
in the event of a change to, or the disappearance of, de facto or de jure relations and
interests between the Guarantor and the Issuer.
(n)
The Guarantor's obligations under the Guarantee constitute direct, unconditional,
unsubordinated and unsecured obligations (subject to paragraph (o) below) of the Guarantor
and rank pari passu among themselves and (subject to such exceptions as are mandatory
under French law) equally and rateably with all other present or future, unsubordinated and
unsecured obligations of the Guarantor.
(o)
So long as any amounts owed under the Guarantee remain outstanding, the Guarantor shall
not grant or permit to subsist any mortgage, pledge, lien or other form of security interest
upon any of its assets, rights or revenues, present or future, to guarantee any Indebtedness
(as defined below) of or guaranteed by the Guarantor, unless the obligations of the
Guarantor under the Guarantee benefit from equivalent and equal ranking security.
Indebtedness means any indebtedness in respect of any present or future borrowing,
represented by bonds or other securities or negotiable instruments of a term greater than one
(1) year which are (or are capable of being) admitted to trading on a regulated market.
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(p)
The provisions herein may only be amended with the agreement of the Noteholders.
(q)
The Guarantor declares and guarantees that, as at the date of this Guarantee:
(r)
(i)
it is a local authority with full capacity to carry out its activities,
(ii)
it has full power and capacity to conclude the Guarantee and carry out all of the
obligations contained therein;
(iii)
the Guarantee constitutes an autonomous and unconditional undertaking that is valid
and fully enforceable against the Guarantor, and which is binding on the Guarantor
in accordance with its terms;
(iv)
neither the signature of this Guarantee nor the performance of the obligations
contained herein are contrary to a legal or regulatory provision applicable to the
Guarantor, a contract provision, agreement or undertaking to which the Guarantor is
a party, or a legal decision enforceable against the Guarantor;
(v)
no authorisation, agreement, procedure, notification, submission or another
formality is required by any state authority for the conclusion and execution of the
Guarantee or the exercise by the Noteholder of its rights and recourse under the
Guarantee; and
(vi)
there is no legal action, arbitral or judicial proceeding, administrative or other
measure pending against the Guarantor that could result in a manifest or substantial
deterioration in its business, its assets or its financial position and which could affect
the validity or proper performance of the Guarantee.
This Guarantee shall be governed by French law. Subject to the application of mandatory
state rules governing the territorial jurisdiction of the French courts, the competent courts in
Paris will have jurisdiction to hear any disputes arising from this Guarantee or any
subsequent matters related hereto. No private law enforcement measure may be taken and no
seizure proceedings may be brought against the assets or property of the Guarantor as a legal
entity governed by public law.
Signed in Paris, on [***]
Ville de Paris
The Guarantor
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157
DOCUMENTS INCORPORATED BY REFERENCE
This Base prospectus shall be read and construed together with the sections of the documents relating to
Ville de Paris appearing on the table below which have previously been published and filed with the AMF.
- the sections of the base prospectus of Ville de Paris dated 6 November 2014 and to which the AMF has
granted a visa No. 14-589 dated 6 November 2014 (the Base prospectus of Ville de Paris), and of the
supplement dated 19 December 2014 which has been granted by the AMF a visa No. 14-661 dated 19
December 2014 (pages 2 to 17) (the Supplement to the Base prospectus of Ville de Paris) appearing in the
table of correspondence below.
The information incorporated by reference shall be read with regard to the tables of correspondence below.
The information incorporated by reference which does not appear in the tables of correspondence is
considered to be only complementary information.
Annex XVI of the Commission Régulation
No.809/2004 as modified
Number of the Annex and number of the Number of the page of the Base Prospectus of
paragraph
Ville de Paris, and, if relevant, of the Supplement
to the Base Prospectus of Ville de Paris
Annex XVI, paragraph 1.1
167
All persons responsible for the information given in
the Registration Document and, as the case may be,
for certain parts of it, with, in the latter case, an
indication of such parts. In the case of natural
persons including members of the issuer's
administrative, management or supervisory bodies
indicate the name and function of the person; in case
of legal persons indicate the name and registered
office.
Annex XVI, paragraph 1.2
167
A declaration by those responsible for the
Registration Document that, having taken all
reasonable care to ensure that such is the case, the
information contained in the registration document
is, to the best of their knowledge in accordance with
the facts and contains no omission likely to affect its
import. As the case may be, declaration by those
responsible for certain parts of the registration
document that, having taken all reasonable care to
ensure that such is the case the information contained
in the part of the registration document for which
they are responsible is, to the best of their
knowledge, in accordance with the facts and contains
no omission likely to affect its import.
Annex XVI, paragraph 2
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158
Prominent disclosure of risk factors that may affect
the issuer’s ability to fulfil its obligations under the
securities to investors in a section headed "Risk
Factors".
Annex XVI, paragraph 3.1
57-58
The legal name of the issuer and a brief description
of the issuer’s position within the national
governmental framework
Annex XVI, paragraph 3.2
57-58
The domicile or geographical location and legal form
of the issuer and its contact address and telephone
number;
Annex XVI, paragraph 3.3
60-61
Any recent events relevant to the evaluation of the And page 2 of the Supplement to the Base
issuer’s solvency.
Prospectus of Ville de Paris
Annex XVI, paragraph 3.4
A description of the issuer’s economy including:
a) the structure of the economy with details of the 62-95
main sectors of the economy,
b) gross domestic product with a breakdown by the
issuer’s economic sectors over for the previous two 63
fiscal years.
Annex XVI, paragraph 3.5
58-61
A general description of the issuer’s political system
and government including details of the governing
body of the issuer.
Annex XVI, paragraph 4.a
61; 97-111
The tax and budgetary systems;
Annex XVI, paragraph 4.b
123-134
Gross public debt including a summary of the debt,
the maturity structure of outstanding debt
(particularly noting debt with a residual maturity of
less than one year) and debt payment record, and of
the parts of debt denominated in the domestic
currency of the issuer and in foreign currencies;
Annex XVI, paragraph 4.c
0013112-0000291 PA:14607267.3
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Foreign trade and balance of payment figures;
Not applicable
Annex XVI, paragraph 4.d
Not applicable
Foreign exchange reserves including any potential
encumbrances to such foreign exchange reserves as
forward contracts or derivatives;
Annex XVI, paragraph 4.e
135-139
Financial position and resources including liquid
deposits available in domestic currency.
Annex XVI, paragraph 4.f
112-122
Income and expenditure figures
And 3-17 of the Supplement to the Base prospectus
of Ville de Paris
Annex XVI, paragraph 4 in fine
61
Description of any auditing or independent review
procedures on the accounts of the issuer.
Annex XVI, paragraph 5.1
165
Details of any significant changes to the information
provided pursuant to item 4 which have occurred
since the end of the last fiscal year, or an appropriate
negative statement.
Annex XVI, paragraph 6.1
165
Information on any governmental, legal or arbitration
proceedings (including any such proceedings which
are pending or threatened of which the issuer is
aware), during a period covering at least the previous
12 months which may have, or have had in the recent
past, significant effects on the issuer financial
position, or provide an appropriate negative
statement.
Annex XVI, paragraph 6.2
21; 50
Information on any immunity the issuer may have
from legal proceedings.
Annex XVI, paragraph 7
Not applicable
Where a statement or report attributed to a person as
an expert is included in the registration document,
provide such person’s name, business address and
qualifications. If the report has been produced at the
issuer’s request a statement to that effect, that such
0013112-0000291 PA:14607267.3
160
statement or report is included, in the form and
context in which it is included, with the consent of
that person, who has authorised the contents of that
part of the registration document.
To the extent known to the issuer, provide
information in respect of any interest relating to such
expert which may have an effect on the
independence of the expert in the preparation of the
report.
Annex XVI, paragraph 8.a and 8.b
165-166
A statement that for the life of the registration
document the following documents (or copies
thereof), where applicable, may be inspected:
(a) financial and audit reports for the issuer covering
the last two fiscal years and the budget for the
current fiscal year;
(b) all reports, letters, and other documents,
valuations and statements prepared by any expert at
the issuer's request any part of which is included or
referred to in the registration document
An indication of where the documents on display
may be inspected, by physical or electronic means.
Any declaration appearing in a document which is deemed to be incorporated by reference herein will be
deemed to be amended or replaced for the purposes of this Base Prospectus to the extend that a declaration
appearing herein amends or supplements such previous declaration. Any declaration thus amended or
replaced will not be deemed to be an integral part of this Base Prospectus, except if this declaration has been
replaced or amended according to the above mentioned provisions.
Copies of the documents incorporated by reference in this Base Prospectus can be obtained, free of charges,
during normal business hours, any day of the week (except for week-ends and national holidays) from the
date of establishment of this document at the specified offices of the Fiscal Agent and the Paying Agent(s),
as indicated at the end of the Base Prospectus. These documents will be published on the website of the
Issuer (www.semapa.fr).
0013112-0000291 PA:14607267.3
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TAXATION
The following is a limited summary of certain tax considerations concerning withholding tax applicable in
France and in European Union to payments in respect of Notes made to any Noteholder.
Prospective investors’ attention is drawn to the fact that the comments below are simply a summary of the
applicable tax regime, based on French and European tax laws currently in force, and are subject to
modification. Such summary is provided by way of general information and does not purport to be a
comprehensive analysis of all tax considerations that may be relevant to holders of Notes. It is therefore
recommended that prospective investors should consult with their usual tax adviser to examine their
individual circumstances in detail.
1.
EUROPEAN UNION DIRECTIVE ON THE TAXATION OF SAVINGS INCOME
The directive on the taxation of savings income (2003/48/EC) adopted by the Council of the
European Union on 3 June 2003 (the Savings Directive) requires each Member State to provide to
the tax authorities of another Member State detailed information on all payments of interest or
similar income as defined in the Savings Directive made by any paying agent in its jurisdiction to
any physical person resident in such other Member State, or to certain limited kinds of entity
established in such other Member State. On 24 March 2014, the Council of the European Union
adopted a directive amending and widening the scope of certain of the requirements described above.
The Member States are obliged to apply these new changes as from 1 January 2017. The
amendments widen the scope of payments covered by the Savings Directive, in particular by
including certain additional types of income derived from securities. The Directive also widens the
circumstances under which payments which indirectly benefit a physical person resident in a
Member State must be disclosed. This approach may apply to payments made or attributed for the
benefit of, or by, persons, entities or legal structures (including trusts), where certain conditions are
met, and may, in certain circumstances, apply where the person, entity or structure is established or
effectively managed outside the European Union. During a transitional period, Austria is instead
obliged to implement a withholding tax system concerning such payments (such transitional period
is expected to end on the signing of certain other accords relating to the exchange of information
with various other countries). Several countries and territories outside the EU, including Switzerland,
have adopted similar measures (a withholding tax system in the case of Switzerland). The changes
referred to above will widen the scope of payments subject to withholding tax in Member States
which continue to impose a withholding tax once they are implemented. The current withholding tax
rate applicable to such payments is 35%.
2.
FRANCE
2.1
Implementation of the Savings Directive in France
The Savings Directive was transposed into French law under article 242 ter of the French Code
général des impôts and articles 49 I ter to 49 I sexies of Annex III to the Code général des impôts.
Article 242 ter of the Code général des impôts requires paying agents located in France to provide to
the French tax authorities certain information in relation to interest paid to beneficial owners
domiciled in another Member State and in particular the identity and address of the beneficial owner
of such interest and a detailed list of the interests paid to such beneficial owners.
0013112-0000291 PA:14607267.3
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2.2
Withholding tax in France
The text below is an overview of certain tax considerations related to the withholding tax likely to be
applied to the Noteholders who do not own simultaneously equity shares of the Issuer and who are
not otherwise related to the Issuer in accordance with article 39,12 of the French Code général des
impôts.
Following the introduction of the French loi de finances rectificative pour 2009 no. 3 (No. 2009
1674 dated 30 December 2009) (the Law), payments of interest and other revenues made by the
Issuer with respect to Notes are not subject to the withholding tax set out under article 125 A III of
the French Code général des impôts, unless such payments are made outside France in a noncooperative State or territory within the meaning of article 238-0 A of the Code général des impôts
(a Non-Cooperative State). If such payments under the Notes are made in a Non-Cooperative State,
a 75% withholding tax will be applicable (subject to certain exceptions and to the more favourable
provisions of any applicable double taxation treaty) by virtue of article 125 A III of the Code général
des impôts.
In addition, pursuant to article 238 A of the French Code général des impôts, the interests and other
revenues under the Notes will not be deducted from the taxable income of the Issuer, if they are paid
or due to residents or two persons established in a Non-Cooperative State or paid in a NonCooperative State (the Non-Deductibility). Under some conditions, these interests and other non
deductible revenues may be prequalified in revenues deemed to be distributed according to article
109 et seq of the French Code général des impôts, in which case these interests and other non
deductible revenues are likely to be subject of the withholding tax under article 119 bis 2 of the
French Code général des impôts, at a rate of 30% or 75%, except if the applicable bilateral fiscal
convention sets out more favourable provisions.
Notwithstanding foregoing, the Law provides that neither the mandatory withholding tax of 75%
under article 125 A III if the French Code général des impôts nor the Non Deductibility shall apply
to a specific issuance of Notes if the relevant Issuer can prove that the principle purpose and effect of
such issue of Notes was not allowing the payments of interest or other revenues to be made in a Non
Cooperative State (the Exception). Pursuant to the Bulletin official ds finances publiques – Impôts
BOI-INT-DG-20-50-20140211, BOI-ANNX-000364-20120912, an issuance of Notes will benefit
from the Exception without the Issuer having to prove anything related to the principle purpose or
effect of this issuance of Notes, if these Notes are:
2.3
(a)
Part of a public offer under article L.411-1 of the French Code monétaire et financier or of
an equivalent offer made in a State other than a Non Cooperative State. An “equivalent
offer” means an offer which requires the registration or the filing of an information
document with a foreign market authority; or
(b)
admitted to trading on a regulated market or on a French or foreign multilateral securities
trading system provided that such market or system is not located in a Non-Cooperative
State, and the operation of such market is carried out by a market operator or an investment
services provider, or by such other similar foreign entity, provided further that such market
operator, investment services provider or entity is not located in a Non-Cooperative State; or
(c)
admitted, at the time of their issue, to the clearing operations of a central depositary or of a
securities clearing and delivery and payments systems operator within the meaning of article
L.561-2 of the French Code monétaire et financier, or of one or more similar foreign
depositaries or operators provided that such depositary or operator is not located in a NonCooperative State.
Withholding tax applicable to the Notes owned by individuals domiciled in France
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Pursuant to article 125 A of the General Tax Code, subject to certain limited exceptions, interest and
similar revenues received by individuals who are fiscally domiciled (domiciliés fiscalement) in
France are subject to a 24% withholding tax, which is deductible from their personal income tax
liability in respect of the year in which the payment has been made. Social contributions (CSG,
CRDS and other related contributions) are also levied by way of withholding tax at an aggregate rate
of 15.5% on interest and similar revenues paid to individuals who are fiscally domiciled (domiciliés
fiscalement) in France.
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SUBSCRIPTION AND SALE
Subject to the terms and conditions contained in a French language dealer agreement dated 30th March 2015
entered into between the Issuer, the Permanent Dealers and the Arranger (the Dealer Agreement), the Notes
will be offered by the Issuer to the Permanent Dealers. However, the Issuer reserves the right to sell Notes
directly on its own behalf to Dealers that are not Permanent Dealers. The Notes may be resold at prevailing
market prices, or at prices related thereto, at the time of such resale, as determined by the relevant Dealer.
The Notes may also be sold by the Issuer through the Dealers, acting as agents of the Issuer. The Dealer
Agreement also provides for Notes to be issued in syndicated Tranches that are jointly and severally
underwritten by two or more Dealers.
The Issuer will pay each relevant Dealer a commission as agreed between themselves in respect of Notes
subscribed by such Dealer. If appropriate, the commissions in respect of an issue of Notes on a syndicated
basis will be specified in the applicable Final Terms. The Issuer has agreed to reimburse the Arranger for the
expenses incurred by them in connection with the updating of the Programme and the Dealers for certain
expenses in relation to their role under this Programme.
The Issuer has agreed to indemnify the Dealers against certain types of liability it may incur in connection
with the offer and sale of Notes. The Dealer Agreement entitles the Dealers, under certain circumstances, to
terminate any agreement they may enter into for the subscription of Notes prior to payment for such Notes
being made to the Issuer.
1.
GENERAL
These selling restrictions may be amended by mutual agreement between the Issuer and the Dealers
in particular following any change to any applicable law, regulation or directive. Any such
amendments shall be set out in a supplement to this Base Prospectus.
Each Dealer has undertaken to comply, to the fullest extent of the information in its possession, with
all relevant laws, regulations and directives in each country in which it buys, offers, sells or delivers
Notes or in which it holds or distributes the Base Prospectus, any other offer document or any Final
Terms and neither the Issuer nor any of the Dealers shall incur any liability in respect thereof.
2.
UNITED STATES OF AMERICA
The Notes and the Guarantee have not and will not be registered pursuant to the United States
Securities Act of 1933, as amended (the US Securities Act). Subject to certain exceptions, Notes
may not be offered or sold or, in the case of Materialised Notes, delivered in the territory of the
United States of America. Each Dealer has undertaken and each new Dealer will be required to
undertake, not to offer or sell any Note, or in the case of bearer Materialised Notes, to deliver such
Notes in the territory of the United States of America except in compliance with the Dealer
Agreement.
In addition, the offering or sale by any Dealer (whether or not participating in the offering) of any
identifiable tranche of Notes within the United States of America within the first forty (40) days after
the commencement of the offering, may violate the registration requirements under the US Securities
Act.
Bearer Materialised Notes with a maturity of greater than one year are subject to US tax rules and
may not be offered, sold or delivered in the territory of the United States of America or any of its
possessions or to U.S. Persons, with the exception of certain transactions which are permitted under
US tax laws. Terms used in this paragraph shall have the meaning given to them in the U.S. Internal
Revenue Code of 1986 and regulations made thereunder.
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The Materialised Notes will be issued in compliance with Section (U.S. Treas. Reg.) §1.1635(c)(2)(i)(D) of the U.S. internal Revenue Code of 1986 (the Regulation D) unless (a) the applicable
Final Terms provide that the Materialised Notes will be issued in compliance with Section (U.S.
Treas. Eg.) §1.163-5(c)(2)(i)(C) of the U.S. Treasury Regulations (the Regulation C) or (b) if any
the Materialised Notes is issued under the Regulation C or the Regulation D , but under such rules
that the Materialised Notes will not constitute “obligations that are required to be registered” under
the United States Tax Equity and Fiscal Responsibility Act of 1982 (TEFRA), in which case the
applicable Final Terms will precise that the operation is outside the scope of the TEFRA rules.
3.
UNITED KINGDOM
Each Dealer has represented and agreed and each new Dealer will be required to represent and agree
that:
4.
(a)
in relation to any Notes having a maturity of less than one year, (i) it is a person whose
ordinary activities involve acquiring, holding, managing or selling financial products (as
principal or agent) for the purposes of its business and (ii) it has not offered or sold and will
not offer or sell any Notes to persons in the United Kingdom, other than to persons whose
ordinary activities involve acquiring, holding, managing or selling financial products (as
principal or agent) for the purposes of their business or to persons who may reasonably be
expected to acquire, hold, manage or sell financial products (as principal or agent) for the
purposes of their business, where the issue of the Notes would otherwise constitute a
violation of Section 19 of the Financial Services and Markets Act 2000 (the FSMA);
(b)
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 any Notes in circumstances in which Section 21(1) of the FSMA does not and will
not apply to the Issuer; and
(c)
it has complied and will comply with all applicable provisions of the FSMA with respect to
anything done by it in relation to any Notes in, from or otherwise involving the United
Kingdom.
ITALY
This Base Prospectus has not been and shall not be published in the Republic of Italy in connection
with the offering of Notes. The offering of Notes has not been registered with the Commissione
Nazionale per le Società e la Borsa (the Consob) in the Republic of Italy in accordance with the
Legislative Decree No. 58 of 24 February 1998 as amended (the Financial Services Law) and the
Consob regulation No. 11971 of 14 May 1999 as amended (the Issuer Regulation) and, accordingly,
the Notes may not be and shall not be, offered, sold or delivered, directly or indirectly, in the
Republic of Italy in connection with an offer to the public, and no copy of this Base Prospectus, the
applicable Final Terms or any other document relating to the Notes may be, nor shall be, distributed
in the Republic of Italy, except (a) to qualified investors (investitori qualificati), as defined in article
100 of the Financial Services Law and article 34-ter, paragraph 1(b) of the Issuer Regulation, or (b)
pursuant to any other public offer exemption in accordance with article 100 of the Financial Services
Law and regulations made thereunder, including article 34-ter, first paragraph, of the Issuer
Regulation.
Any offer, sale or delivery of Notes and any distribution of this Base Prospectus, the applicable Final
Terms or any other document relating to the Notes in the Republic of Italy in accordance with
paragraphs (a) and (b) above must and shall be made in compliance with applicable Italian laws, in
0013112-0000291 PA:14607267.3
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particular those relating to securities, taxation and trade and all other applicable laws and regulations
and more specifically:
(a)
must and shall be made by an investment firm, bank or financial intermediary authorised to
conduct such activities in the Republic of Italy in accordance with the Financial Services
Law, Consob regulation No. 16190 of 29 October 2007 (as amended) and Legislative Decree
No. 385 of 1st September 1993 as amended; and
(b)
must and shall be made in accordance with all laws and regulations or requirements and
restrictions imposed by the Consob, the Bank of Italy and/or any other Italian authority.
It is the sole responsibility of Investors who subscribe for an offering of Notes to ensure that the
Notes subscribed in connection with the offer have been offered and sold in accordance with
applicable Italian laws and regulations. No person residing or located in the Republic of Italy, other
than original addressees of this Base Prospectus, may rely on this Base Prospectus, the applicable
Final Terms or any other document relating to the Notes.
5.
FRANCE
Each of the Dealers and the Issuer has represented and agreed that in connection with their initial
placement, it has not offered or sold and will not offer or sell, directly or indirectly, Notes to the
public in France; it has not distributed or caused to be distributed and will not distribute or cause to
be distributed to the public in France, the Base Prospectus, the applicable Final Terms or any other
offering material relating to the Notes and such offers, sales and placements of Notes in France will
be made only to (i) providers of portfolio management-related investment services for the account of
third parties (prestataires de services d’investissement relatifs à la gestion de portefeuille pour le
compte de tiers), and/or (ii) qualified investors (investisseurs qualifiés) acting for their own account
and/or (iii) a restricted circle of investors (cercle restreint d’investisseurs), all as defined in and in
accordance with, articles L.411-1, L.411-2 and D.411-1 and D.411-4 of the French Code monétaire
et financier.
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FORM OF FINAL TERMS
Set out below is the Form of Final Terms which will be completed for each Tranche of Notes:
Final Terms dated []
SOCIÉTÉ D’ETUDE, DE MAÎTRISE D'OUVRAGE ET D'AMÉNAGEMENT PARISIENNE
(SEMAPA)
(Société publique locale d’aménagement de la Ville de Paris)
Euro Medium Term Note Programme
of a maximum amount of €340,000,000
which may or may not be guaranteed by a first demand guarantee (garantie à première demande)
limited to 80% of the nominal amount of the relevant series of Notes by Ville de Paris)
SERIES No: []
TRANCHE No: []
[Brief description and aggregate nominal amount of Notes] [Unconditionally and irrevocably
guaranteed by a first demand guarantee granted by Ville de Paris]
Issue Price: [] %
[Name(s) of Dealer(s)]
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PART A
CONTRACTUAL TERMS
This document constitutes the Final Terms in respect of the issue of notes described below (the Notes) and
contains the final terms of the Notes. These Final Terms complete the base prospectus dated 30th March 2015
(in respect of which the Autorité des marchés financiers (the AMF) has granted visa No. 15-123 dated
30th March 2015) [and the supplement[s] to the base prospectus dated [] (in respect of which the AMF has
granted visa No. [] dated [])], relating to the 300,000,000 Euro Medium Term Note Programme of the
Issuer which [together] constitute[s] a base prospectus (the Base Prospectus) for the purposes of article 5.4 of
Directive 2003/71/EC of the European Parliament and Council as amended (the Prospectus Directive) and
must be read in conjunction therewith. Terms used below shall have the meaning given to them in the Base
Prospectus. The Notes shall be issued in accordance with the provisions of these Final Terms together with the
Base Prospectus. The Issuer accepts responsibility for the information contained in these Final Terms which,
together with the Base Prospectus, contain all material information in connection with the issue of Notes.
Full information on the Issuer [, the Guarantor] and the offer of Notes is available solely on the basis of these
Final Terms and the Base Prospectus which together constitute the Prospectus. The Final Terms and the Base
Prospectus are available on the websites of (a) the AMF (www.amf-france.org) and (b) the Issuer
(www.semapa.fr), [and] during normal business hours at the registered office of the Issuer and the specified
offices of the Paying Agent(s) from which copies may be obtained. [The Base Prospectus is also available
[on/at] [].]5
[The following alternative language applies if the first Tranche of an issue which is being increased was
issued under a prospectus or base prospectus with an earlier date.]
Terms used herein shall be deemed to be defined as such for the purposes of the Terms set forth in the base
prospectus dated [original date] in respect of which the Autorité des marchés financiers (AMF) granted visa
No. [] dated [] [and in the supplement to the base prospectus dated [] in respect of which the AMF
granted visa No. [] dated []] ([together,] the Original Base Prospectus) which constitute] [together] a
base prospectus within the meaning of Directive 2003/71/EC of the European Parliament and Council as
amended (the Prospectus Directive). This document constitutes the Final Terms relating to the issue of
Notes described below for the purposes of article 5.4 of the Prospectus Directive and must be read in
conjunction with the base prospectus dated 30th March 2015 (which received visa No. 15-123 dated 30th
March 2015 from the AMF) [and the supplement to the base prospectus dated [] (which received visa
No. [] dated []) from the AMF] ([together,] the Current Base Prospectus), except for the Terms
extracted from the Original Base Prospectus and incorporated by reference in the Current Base Prospectus.
Full information on the Issuer, the Guarantor and the offer of Notes is available solely on the basis of these
Final Terms, the Original Base Prospectus and the Current Base Prospectus combined.. The Final Terms, the
Original [Base] Prospectus and the Current Base Prospectus are available on the websites of the (a) the AMF
(www.amf-france.org) and (b) the Issuer (www.semapa.fr), [and] during normal business hours, at the
registered office of the Issuer [, the Guarantor] and the specified offices of the Paying Agent(s) from which
copies may be obtained. [The Final Terms, the Original Base Prospectus and the Current Base Prospectus are
also available [on/at] [].]6
[Include whichever of the following apply or specify as "Not Applicable" (N/A). Note that the numbering
should remain as set out below, even if "Not Applicable" is indicated for individual paragraphs or subparagraphs. Italics denote directions for completing the Final Terms.]
1.
5
6
(a)
Issuer:
Société
d’Etude,
de
If the Notes are admitted to trading on a Regulated Market other than Euronext Paris.
If the Notes are admitted to trading on a Regulated Market other than Euronext Paris.
0013112-0000291 PA:14607267.3
169
Maîtrise
d’Ouvrage
et
d’Aménagement Parisienne (SEMAPA)
2.
[(b)
Guarantor:
Ville de Paris (a first demand guarantee limited to
80% of the issuance amount)]
(a)
Series:
[]
(b)
Tranche:
[]
(c)
Date on which the Notes become
fungible and form a single Series:
[The Notes shall become fungible and form a single
Series with [describe relevant Series] issued by the
Issuer on [insert date] (the Existing Notes) as from
[insert date].
The Notes shall, as from the date of admission to
trading, be fully fungible, and form a single Series,
with the Existing Notes.]/[Not Applicable]
3.
Specified Currency(ies):
[]
4.
Aggregate Nominal Amount:
(a)
Series:
[]
[(b)
Tranche:
[]]
5.
Issue Price:
[] % of the Aggregate Nominal Amount [plus
accrued interest since [insert the date](in case of
fungible issues or first broken coupon, if any)]
6.
Specified Denomination(s):
[] (only one Denomination for Dematerialised
Notes)
7.
(a)
Issue Date:
[]
(b)
Interest
Date:
Period
Commencement
[] [Specify / Issue Date / Not Applicable]
8.
Maturity Date:
[specify the date or (for the Floating Rate Notes) the
Coupon Payment Date of the relevant month and
year or the nearest date from the Coupon Payment
Date of the relevant month and year]
9.
Interest Basis:
[Fixed Rate of [] %] [EURIBOR or EONIA] +/[] % of the Floating Rate] [Zero Coupon Note]
(other details indicated below)
10.
Redemption/Payment Basis:
Subject to repurchase and cancellation or anticipated
redemption, the Notes will be redeemed at the
Maturity Date at []% of their nominal amount.
[Redemption by Instalments]
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170
11.
[Applicable (for the Fixed/Floating Rate Notes)/Not
Applicable]
Change of Interest Basis:
(If applicable, specify details related to the
conversion of the Fixed/Floating Rate interest under
Article 5.4)
12.
Redemption at the
Issuer/Noteholders:
13.
(a)
Status of the Notes:
Senior
(b)
Authorisation date for the issue of
the Notes:
[]
14.
option
of
the
Distribution Method:
[Redemption
at
the
option
of
the
Issuer]/[Redemption at the option of the
Noteholders/ Redemption at the option of the
Noteholders specific to the Guaranteed Notes
(applicable mandatorily and only to the Guaranteed
Notes)]/[Not Applicable] [(other details indicated
below)]
[Syndicated/Non-syndicated]
PROVISIONS RELATED TO INTERESTS (IF ANY) TO BE PAID
15.
Provisions related to the Fixed Rate Notes:
[Applicable/Not Applicable]
(If this paragraph is not applicable, delete other
sub-paragraphs)
(a)
Interest Rate:
[] % per year [payable [annually/halfyearly/quarterly/monthly] at maturity]
(b)
Coupon Payment Date(s):
[] in each year [adjusted in accordance with
[specify Business Day Convention and any relevant
Business Centre(s) for the "Business Day"
definition]/not adjusted
(c)
Fixed Coupon Amount[(s)]:
[] per Specified Denomination of []
(d)
Broken Amount[(s)]:
[Include information relating to the initial or final
Broken Amount which are different to the Fixed
Coupon Amount(s) and Interest Payment Date(s) to
which they relate]/[Not Applicable]
(e)
Day Count Fraction (Article 5.1) :
[Actual/365 / Actual/365-FBF / Actual/Actual[ICMA/FBF] / Actual/365 (Fixed) / Actual/360 /
30/360 / 360/360 / Bond Basis / 30/360 FBF / Actual
30A/360 (American Bond Basis).]
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(f)
Coupon Determination
(Article 5.1):
Date(s)
(i)
[ [] in each year (specify the regular Coupon
payment dates, excluding the Issue Date and the
Maturity Date in the case of a first or last long or
short Coupon. ]/[Not Applicable]
N.B.: only applicable where the Day Count Fraction
is Actual/Actual (ICMA) Basis).
16.
Provisions relating to Floating Rate Notes:
[Applicable/Not Applicable]
(If this paragraph is not applicable, delete other
sub-paragraphs).
(a)
Interest Period(s)/ Interest Accrual
Period Date:
[]
(b)
Coupon Payment Date(s):
[]
(c)
First Coupon Payment Date:
[]
(d)
Business Day Convention:
[Floating Rate Business Day Convention/Following
Business Day Convention/Modified Following
Business Day Convention/Preceding Business Day
Convention] [non adjusted]
(e)
Business Center(s) (Article 5.1) :
[]
(f)
Manner in which the Interest Rate[s]
is/[are] to be determined:
[Screen Rate Determination/FBF Determination]
Party responsible for calculating the
Interest Rate(s) and Coupon
Amount(s) (if other than the
Calculation Agent):
[]/[Not Applicable]
(g)
(h)
Screen Rate Determination (Article
5.3) :
[Applicable/Not Applicable]

Relevant Rate:
[]

Screen Page:
[]

Relevant Time:
[]

Coupon
Date:
[[] [TARGET] Business Days in [specify the city]
for [specify the currency] before [the first day of
each Interest Period/each Interest Payment Date]]

Primary source
Floating Rate:

Reference Banks (if the
primary source is
0013112-0000291 PA:14607267.3
Determination
for
the
[Specify the relevant Screen Page or "Reference
Banks"]
[Specify four entities/Not Applicable]
172
"Reference Banks"):

Relevant Financial Centre:
[The financial centre most closely connected with
the Benchmark– specify, if other than Paris]

Benchmark:
[EONIA, EURIBOR]
(if the Interest Rate is determined by linear
interpolation for a [first/last] Interest Period
[long/short], insert the applicable interest period(s)
and the two applicable rates used for the
aforementioned determination)
(i)

Representative Amount:
[Specify if quotations published on a Screen Page or
offered by Reference Banks must be given for a
transaction of a specific amount]

Effective Date:
[Specify if quotations are not to be obtained with
effect from commencement of Interest Period]

Specified Duration:
[Specify period for quotation if other than duration
of Interest Period]
FBF Determination (Article 5.30)
[Applicable/Not Applicable]

[]
Floating Rate:
(if the Interest Rate is determined by linear
interpolation for a [first/last] Interest Period
[long/short], insert the applicable interest period(s)
and the two applicable rates used for the
aforementioned determination)

17.
Determination
Floating Rate:
Date
for
[]
(j)
Margin(s):
[+/-] [] % per annum/[Not Applicable]
(k)
Minimum Interest Rate:
[] % per annum/[Not Applicable]
(l)
Maximum Interest Rate:
[] % per annum/[Not Applicable]
(m)
Day Count Fraction (Article 5.1):
[]
(n)
Rate Multiplier:
[]
Provisions relating to Zero Coupon Notes:
[Applicable/Not Applicable]
(If this paragraph is not applicable, delete the
remaining sub-paragraphs)
(a)
Amortisation Yield:
[]% per annum
(b)
Day Count Fraction:
[]
0013112-0000291 PA:14607267.3
173
(c)
Reference Price:
[]
PROVISIONS APPLICABLE TO THE GUARANTEED NOTES
18.
Provisions applicable to the Guaranteed
Notes:
[Applicable/Not Applicable]
(applicable mandatorily and only to the Guaranteed
Notes)
(If this paragraph is not applicable, delete the subparagraph below)
Deadline
for
Guarantee:
Granting
the
[]
(Specify the date corresponding to 120 calendar
days following the Issuance Date)
PROVISIONS RELATING TO REDEMPTION
19.
Redemption at the option of the Noteholders
only for Guaranteed Notes:
[Applicable/Not Applicable]
(applicable mandatorily and only to the Guaranteed
Notes)
(If this paragraph is not applicable, delete the subparagraph below)
Notice Deadline :
[]
(Specify the date corresponding to 210 calendar
days after the Issuance Date)
20. Issuer Call:
[Applicable/Not Applicable]
(If this paragraph is not applicable, delete the
remaining sub-paragraphs)
(a)
Optional Redemption Date(s):
[]
(b)
Optional Redemption Amount(s) for
each Note:
[] per Note [of Specified Denomination []]
(c)
If redeemable in part:
(i)
(ii)
(d)
Minimum
amount:
redemption
Maximum
amount:
redemption
Notice period:
21. Noteholder Put:
0013112-0000291 PA:14607267.3
[]
[]
[]
[Applicable/Not Applicable]
174
(If this paragraph is not applicable, delete the
remaining sub-paragraphs)
(a)
Optional Redemption Date(s):
[]
(b)
Optional Redemption Amount(s) for
each Note:
[] per Note [of Specified Denomination []]
Notice period (Article 6.4) :
[]
(c)
22. Final Redemption Amount for each Note:
[[] per Note [of Specified Denomination of []]
Specified Denomination]
23. Instalment Amount:
[Applicable/Not Applicable]
(If this paragraph does not apply, delete the
following sub-paragraphs)
(a) Instalment Date:
[]
(b) Instalment Amount for each Note:
[]
24. Early Redemption Amount
(a)
(b)
(c)
Early Redemption Amount(s) for
each Note paid on redemption for
tax reasons (Article 6.7), for
illegality (Article 6.10) or on Event
of Default (Article 9):
[Pursuant to the Terms]/[] per Note [of
Specified Denomination []]
Redemption for tax reasons on dates
other than Interest Payment Dates
(Article 6.7):
[Yes/No]
Unmatured Coupons to be cancelled
on early redemption (Materialised
Notes only (Article 7.2(b)):
[Yes/No/Not Applicable]
GENERAL PROVISIONS APPLICABLE TO THE NOTES
25. Form of the Notes:
[Dematerialised
Notes/Materialised
Notes]
(Materialised Notes are issued in bearer form only)
(Delete as appropriate)
(a)
Form of Dematerialised Notes:
[Bearer Dematerialised/Registered Dematerialised/
Not Applicable]
(b)
Registration Agent:
[Not
Applicable/if
applicable
name
and
information] (N.B. a Registration Agent may be
appointed in respect of Dematerialised Notes in
pure registered form (au nominatif pur) only).
(c)
Temporary Global Certificate:
[Not
0013112-0000291 PA:14607267.3
175
Applicable/Temporary
Global
Certificate
exchangeable for Physical Notes on [] (the
Exchange Date), 40 calendar days after the issue
date, unless postponed, as specified in the
Temporary Global Certificate.]
26. Financial Centre(s) (Article 7.7):
[Not Applicable/Specify]. (N.B. this refers to the
date and place for payment and not the Interest
Payment Dates referred to in paragraphs 15(b) and
16(b).)
27. Receipts for future Coupons or Receipts to be
attached to Physical Notes:
[Yes/No/Not Applicable]. (If yes, specify) (Only
applicable to Materialised Notes.)
28. Provisions relating to redenomination,
renominalisation and reconventioning:
[Applicable/Not Applicable]
29. Provisions relating to consolidation:
[Not Applicable/The provisions [of Article 1.5]
apply]
30. Masse (Article 11) :
[Full Masse] /[Contractual Masse] is applicable.
Note that (i) in respect of any Tranche of Notes
issued outside France, the Issuer shall apply Article
11 (b) (Contractual Masse) and (ii) in respect of any
Tranche of Notes issued inside France, Article 11
(a) (Full Masse) shall apply.
(Specify details relating to the initial and alternate
Representatives and their remuneration as set out
below)
Name and contact
Representative are: []
details
Name and contact details
Representative are: []
of
of
the
the
initial
alternate
The Representative of the Masse [shall receive a
remuneration of €[] per year with respect to its
functions/shall not receive compensation with
respect to its functions]
18.
[Exclusion of option to request information
enabling Noteholders to be identified as
provided in Article 1.1(a):
[Applicable] (if option to request information
enabling Noteholders to be identified as provided in
Article 1.1(a) is contemplated, delete this
paragraph)]
PURPOSE OF THE FINAL TERMS
These Final Terms comprise the final terms required for issue [and] [admission to trading of the Notes on
[Euronext Paris/other (specify)]] described herein pursuant to Euro Medium Term Note Programme of a
maximum amount of €340,000,000 which may or may not be guaranteed by a first demand guarantee
(garantie à première demande) limited to 80% of the nominal amount of the relevant series of Notes by Ville
de Paris of the Société d’Etude, de Maîtrise d’Ouvrage et d’Aménagement Parisienne.
0013112-0000291 PA:14607267.3
176
RESPONSIBILITY OF THE ISSUER
The Issuer accepts responsibility for the information contained in these Final Terms. [(Relevant third party
information) has been extracted from (specify source). The Issuer confirms that such information has been
accurately reproduced and that, so far as it is aware and is able to ascertain from information published by
(specify source), no facts have been omitted which would render the reproduced information inaccurate or
misleading.]7
Signed on behalf of the Issuer:
By: .........................................................
Duly authorised
[RESPONSIBILITY OF THE GUARANTOR
The Guarantor accepts responsibility for the information contained in these Final terms. [(Relevant third
party information) has been extracted from (speficy source). The Guarantor confirms that such information
has been accurately reproduced and that, so far as it is aware and is able to ascertain from information
published by (specify source), no facts have been omitted which would render the reproduced information
inaccurate or misleading.]8
Signed on behalf of the Guarantor:
By: .........................................................
Duly authorised]9
7
To be included if information is provided by a third party.
To be included if information is provided by a third party.
9
Include is case of Issuance of Guaranteed Notes
8
0013112-0000291 PA:14607267.3
177
PART 2
OTHER INFORMATION
3.
ADMISSION TO TRADING
(a)
Admission to trading:
[An application for admission of the Notes to trading on
[Euronext Paris/other (specify)] as from [] has been made.]
[An application for admission of the Notes to trading on
[Euronext Paris/other (specify)] as from [] shall be made
by the Issuer (or on its behalf).]
[Not Applicable]
(in the case of fungible issues, specify that the original Notes
have already been admitted to trading.)
(b)
4.
Total estimated costs relating
to admission to trading:
[[]/Not Applicable]
RATINGS AND CONVERSION INTO EUROS
Ratings:
The Programme has been assigned a AA- rating by Fitch
France SAS (Fitch).
Fitch is established in the European Union and is registered
in accordance with Regulation (EC) No. 1060/2009 relating
to credit rating agencies as amended (the CRA
Regulation). Fitch is included on the list of rating agencies
published by the European Financial Markets Authority on
its website (www.esma.europa.eu/page/List-registered-andcertified-CRAs) in accordance with the CRA Regulation.
Notes to be issued [have not been assigned a rating]/[have
been assigned the following rating:
[Fitch : []]
[[Other] : []]]
(The rating assigned to the Notes issued under the
Programme must be specified above or, if an issue of Notes
has been assigned a specific rating, such specific rating
should be specified above.)
Conversion into euros:
[Not Applicable/ The aggregate nominal amount of the
Notes issued has been converted into euros at a rate of [],
i.e a sum of [].]
(Only applicable to Notes which are not denominated in
euros.)
0013112-0000291 PA:14607267.3
178
5.
[NOTIFICATION
[The Autorité des marchés financiers has been requested to provide/The Autorité des marchés
financiers has provided (use the first alternative for Notes issued contemporaneously with the
udpating of the Programme and the second alternative for subsequent issues)] to (insert the name of
the relevant authority in the host Member State) [a] certificate[s] of approval certifying that the
prospectus and the supplement[s] [has]/[have] been prepared] in accordance with the Prospectus
Directive.]
6.
[INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
The purpose of this section is to describe any interest, including any conflict of interest that may
have a material impact on the issue of Notes, identifying each person concerned and the nature of
such interest. This may be satisfied by inserting the following statement:
[“Except commissions related to the issue of Notes paid to the Dealer(s), to the knowledge of the
Issuer, no other person involved in the issue of Notes has any interest material to it. The Dealer(s)
and its/their affiliates have engaged and may engage in investment banking and/or commercial
banking transactions with the Issuer [or the Guarantor], and may perform other services for it in the
ordinary course of business.”]]
7.
REASONS FOR THE OFFER AND USE OF PROCEEDS
[Reasons for the Offer:
8.
[FIXED RATE NOTES ONLY - YIELD
Yield:
9.
[]
[]
The yield is calculated at the Issue Date on the basis of the Issue
Price. It is not an indication of future yield.]
[FLOATING RATE NOTES ONLY – HISTORICAL INTEREST RATES
Details of historical interest rates [EURIBOR, EONIA] achieved [Reuters].
10.
DISTRIBUTION
If it is syndicated, names of the
Placement Syndicate Members :
[Not applicable/give names]
(If this paragraph does not apply, delete the following subparagraphs)
(a)
Members responsible for the
Regularisation Transactions
(if any):
[Not applicable/give names]
(b)
Date of the underwriting
agreement:
[]
If it is not syndicated, names of the
Dealer:
[Not applicable/give name]
Sale restrictions – United States of
[Regulation S Compliance Category 1: Rules TEFRA C /
0013112-0000291 PA:14607267.3
179
America:
9.
Rules TEFRA D / Not applicable] (Rules TEFRA are not
applicable to the Dematerialised Notes)
OPERATIONAL INFORMATION
(a)
ISIN Code:
[]
(b)
Common Code:
[]
(c)
Depositary:
(i)
Euroclear France acting as Central
Depositary:
[Yes/No]
Common Depositary for Euroclear
and Clearstream, Luxembourg:
[Yes/No]
Any clearing system other than
Euroclear France, Euroclear and
Clearstream, Luxembourg and the
relevant identification numbers:
[Not Applicable/give name(s) and number(s)]
(e)
Delivery:
Delivery [against/free of payment]
(f)
Names and addresses of initial
Paying Agents appointed for the
Notes:
[]
(ii)
(d)
(g)
Names and addresses of additional
Paying Agents appointed for the
Notes:
0013112-0000291 PA:14607267.3
[[]/[Not Applicable]
180
GENERAL INFORMATION
1.
The Issuer’s name is « Société d’Etude, de Maîtrise d’Ouvrage et d’Aménagement Parisienne »,
identified by the abbreviation « SEMAPA ». SEMAPA’s registration number in the Paris Companies
Register (Registre du Commerce et des sociétés de Paris) is 702 017 724. The registered office of
the Issuer is located 69-71, rue de Chevaleret, 75013 Paris, France. The Issuer’s duration is sixty
years from the registration of the Issuer in the Paris Companies register.
2.
The Issuer has obtained all consents, approvals and authorisations necessary in France in connection
with the updating of the Programme. Any issue of Notes shall be authorised by a resolution of the
Board of Directors (Conseil d’administration) of the Issuer. By resolution dated 4 March 2015, the
Board of Directors authorised the Programme as well as any update of this Programme. On this
purpose, the Board of Directors authorised the Managing Director to execute all acts and contracts
comprised in the Programme documentation as well as any other document necessary to its
realisation and execution, notably acts relating to the monitoring (supplements to the base
prospectus) and to the annual update of the Programme. Pursuant to resolution dated 4 March 2015,
the Board of Directors of the Issuer authorised its Managing Director to raise financing, notably
bonds issue.
3.
There has been no material change to the financial situation of the Issuer or the Guarantor since
31 December 2013.
4.
There has been no material adverse change in the prospects of the Issuer or the Guarantor since 31
December 2013.
5.
This Base Prospectus will be published on the websites of (a) the AMF (www.amf-france.org), (b)
the Issuer (http://www.semapa.fr) and (c) any other relevant regulatory authority and shall be
available for inspection and obtaining copies, free of charge, during normal office hours, at any day
of the week (except Saturdays, Sundays and public holidays) at the office of the Fiscal Agent or the
Paying Agents. So long as any Notes are admitted to trading on a regulated market in the EEA or
offered to the public in a Member State other than France, in each case in accordance with the
Prospectus Directive, the applicable Final Terms shall be published on the websites of (i) the AMF
(www.amf-france.org) and (ii) the Issuer (http://www.semapa.fr).
6.
The Issuer is not involved in, nor are there any governmental, legal or arbitration proceedings
pending or threatened, of which the Issuer is aware, which may have or have had a material effect on
the financial position of the Issuer during the twelve months prior to the date of this Base Prospectus.
Within the twelve months preceding the date of this Base Prospectus, the Guarantor is not and has
not been involved in any governmental, judicial or arbitration proceedings and to its best knowledge
no such proceedings are open against it and it is not threatened by any such proceedings which could
affect or could have adversely affected its financial situation.
7.
An application for acceptance of the Notes for clearance through Euroclear France (66, rue de la
Victoire – 75009 Paris – France), Euroclear (boulevard du Roi Albert II – 1210 Bruxelles –
Belgique) and Clearstream, Luxembourg (42 avenue JF Kennedy – 1885 Luxembourg – GrandDuché de Luxembourg) may be made. The Common Code and ISIN number (International
Securities Identification Number) or the identification number of any other relevant clearing system
for each Series of Notes shall be specified in the applicable Final Terms.
8.
So long as any Notes issued under this Base Prospectus remain outstanding, copies of the following
documents shall be available, upon publication, free of charge, during normal office hours, at any
0013112-0000291 PA:14607267.3
181
days of the week (except Saturdays, Sundays and public holidays) at the designated offices of the
Fiscal Agent and the Paying Agent(s):
(a)
the Fiscal Agency Agreement (which includes the form of accounting letter (lettre
comptable), the Temporary Global Certificates, Physical Notes, Coupons, Receipts and
Talons);
(b)
the two most recent annual reports of the Issuer (which include the financial states of the
Issuer);
(c)
a copy of the base prospectus and any supplement to the base prospectus of the Guarantor;
(d)
the two most recent initial budgets (as amended, if applicable, by any supplemental budget)
and the published administrative accounts of the Guarantor;
(e)
all Final Terms relating to any Notes admitted to trading on Euronext Paris or any other
regulated market of the EEA;
(f)
a copy of this Base Prospectus and any supplement to this Base Prospectus or any new base
prospectus;
(g)
the documents incorporated by reference in this Base Prospectus; and
(h)
all reports, correspondence and other documents, appraisals and statements issued by any
expert at the request of the Issuer, any extracts of which, or references to which, are
contained in this Base Prospectus relating to any issue of Notes.
9.
The price and the amount of the Notes issued within the Programme shall be determined by the
Issuer and each relevant Dealer at the time of the issue in accordance with the market conditions.
10.
The Guarantor has not entered out of its normal course of business into any important contract which
may grant to one of its members a right or an obligation that can have a significant impact on the
Guarantor’s capacity to meet its obligations under the Notes towards the Noteholders.
11.
Corevise, 26 rue Cambacérès 75008 Paris, has audited and established audit reports relating to the
financial states of the issuer for the financial years ending 31 December 2012 and 31 December
2013.
Corevise is member of the Compagnie Régionale des Commissaires aux Comptes de Paris.
12.
For any Tranche of Fixed Rate Notes, an indication of the yield in respect of such Notes shall be
specified in the applicable Final Terms. The yield is calculated at the Issue Date of the Notes on the
basis of the Issue Price. The specified yield shall be calculated as the yield to maturity as at the issue
date of the notes and shall not be an indication of future yield.
0013112-0000291 PA:14607267.3
182
RESPONSIBILITY FOR THE BASE PROSPECTUS
Person assuming responsibility for this Base Prospectus
In the name of the Issuer
I confirm, after having taken all reasonable care to ensure that such is the case, that the information
contained in this Base Prospectus is, to my knowledge, in accordance with the facts and contains no omission
likely to affect its import.
The Issuer’s historical financial information detailed in this Base Prospectus for the financial year ending on
the 31 December 2013 has been subject to a report by the statutory auditors which appears on the pages 134
to 136 and which contains an observation appearing on page 136.
The Issuer’s historical financial information detailed in this Base Prospectus for the financial year ending on
the 31 December 2012 has been subject to a report by the statutory auditors which appears on the pages 137
to 139 and which contains an observation appearing on page 139.
Paris, the 30th March 2015
Société d’Etude, de Maîtrise d’Ouvrage et d’Aménagement Parisienne
(SEMAPA)
69/71, rue du Chevaleret
75013 Paris
France
Represented by: Jean-François Gueulette
Managing Director
In accordance with Articles L. 412-1 and L. 621-8 of the French Code monétaire et financier and with its
Réglement Général, the Autorité des marchés financiers has granted to this Base Prospectus the visa No. 15123 dated 30th March 2015. This prospectus was prepared by the Issuer and its signatories assume
responsibility for it.
In accordance with Article L. 621-8-1-I of the French Code monétaire et financier, the visa was granted
following an examination by the AMF of "whether the document is complete and comprehensible, and
whether the information it contains is coherent". It does not imply that the AMF considers the transaction
appropriate nor that it has verified the accounting and financial data set out in it.
In accordance with article 212-32 of the Réglement Général of the AMF, the final terms of any issue or
admission to trading of Notes on the basis of this base prospectus must be published.
0013112-0000291 PA:14607267.3
183
Person assuming responsibility for this Base Prospectus
In the name of the Guarantor
I confirm, after having taken all reasonable care to ensure that such is the case, that the information
contained in this Base Prospectus is, to my knowledge, in accordance with the facts and contains no omission
likely to affect its import.
Paris, the 30th March 2015
Ville de Paris
Finance and Procurement office
17, boulevard Morland
75004 Paris
France
Represented by: Jean-Baptiste Nicolas
Finance and procurement Executive
In accordance with Articles L. 412-1 and L. 621-8 of the French Code monétaire et financier and with its
Réglement Général, the Autorité des marchés financiers has granted to this Base Prospectus the visa No. 15123 dated 30th March 2015. This prospectus was prepared by the Issuer and its signatories assume
responsibility for it.
In accordance with Article L. 621-8-1-I of the French Code monétaire et financier, the visa was granted
following an examination by the AMF of "whether the document is complete and comprehensible, and
whether the information it contains is coherent". It does not imply that the AMF considers the transaction
appropriate nor that it has verified the accounting and financial data set out in it.
In accordance with article 212-32 of the Réglement Général of the AMF, the final terms of any issue or
admission to trading of Notes on the basis of this base prospectus must be published.
0013112-0000291 PA:14607267.3
184
Issuer
Société d’Etude, de Maîtrise d’Ouvrage et d’Aménagement parisienne
(SEMAPA)
69/71 rue de Chevaleret
75013 Paris
France
Telephone : +33(0)1 44 06 20 00
Guarantor
Ville de Paris
Finance and Procurement Office
17, Boulevard Marland
75004 paris
France
Arranger
HSBC France
103, avenue des Champs Elysées
75008 Paris
France
Dealers
Crédit Agricole Corporate and Investment Bank
9, quai du Président Paul Doumer
92920 Paris La Défence
France
HSBC France
103, avenue des Champs Elysées
75008 Paris
France
Deutsche Bank Aktiengesellschaft
Taunusalange 12
60325 Francfort
Germany
Natixis
30, avenue Pierre Mendès-France
75013 Paris
France
Société Générale
29 Boulevard Haussmann
75009 Paris
France
Fiscal Agent, Principal Paying Agent and Calculation Agent
BNP Paribas Securities Services
Les Grands Moulins de Pantin
9, rue du Débarcadère
93500 Pantin
France
Auditors of the Issuer
Coverse RSM Paris
26 rue de Cambacérès
75008 Paris
France
Legal advisers
0013112-0000291 PA:14607267.3
185
To the Issuer
To the Arranger and the
Dealers
Allen & Overy LLP
52, avenue Hoche
75008 Paris
France
Bignon Lebray
14, rue Pergolèse
75116 Paris
France
0013112-0000291 PA:14607267.3
186