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60,606,060 Ordinary Shares Goldman Sachs International BNP Paribas

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60,606,060 Ordinary Shares Goldman Sachs International BNP Paribas Burrups Ltd Project: JC Decaux English Final No: 000000 Job Number/Filename: 633501_doc1.3d, Page: 1 of 104 0 Time: 16:42:46, Date: 22/06/01, BL: 0 SA (incorporated in France as a socie´ te´ anonyme) 60,606,060 Ordinary Shares This is an initial public offering of shares of JCDecaux SA. JCDecaux SA will offer 42,424,242 newly issued shares and certain of its shareholders will offer 18,181,818 existing shares. JCDecaux SA will not receive any proceeds from the sale of shares by the selling shareholders. This global offering includes a French retail offering (offre a` prix ouvert) of 2,500,423 shares, and an international offering to institutions of 58,105,637 shares. This offering circular relates only to the international offering outside of France. The French public offering is being made pursuant to a separate prospectus in the French language. Concurrently with the offering, JCDecaux SA is offering up to 1,136,363 additional newly issued shares reserved for its French employees. Prior to the global offering there has been no public market for the shares. The shares have been approved for listing on the Premier Marche´ of Euronext Paris S.A. See ‘‘Risk Factors’’ on page 17 of this offering circular for a discussion of certain factors to be considered in connection with an investment in the shares. Offering Price: E16.50 per share JCDecaux SA has granted the Underwriters (as listed later in this offering circular) warrants to purchase 9,090,909 additional shares. The warrants are exercisable for 30 days from the date of this offering circular, to cover over-allotments. The shares have not been and will not be registered under the U.S. Securities Act of 1933. Outside the United States, the offering is being made in reliance on Regulation S under the U.S. Securities Act of 1933. In the United States, the offering is being made through U.S. selling agents only to qualified institutional buyers in reliance on Rule 144A under the U.S. Securities Act of 1933. The Underwriters expect to deliver the shares through the book-entry facilities of Euroclear France, Euroclear Bank S.A./N.V. and Clearstream Banking S.A. against payment, on or about June 26, 2001. Global Coordinator, Lead Manager and Bookrunner Goldman Sachs International Co-Lead Managers BNP Paribas Deutsche Banc Alex. Brown Co-Managers ABN AMRO Rothschild CA IB Investmentbank Fortis Bank HSBC CCF Santander Central Hispano Investment Offering Circular dated June 21, 2001 Burrups Ltd Project: JC Decaux English Final No: 000000 Job Number/Filename: 633501_doc1.3d, Page: 2 of 104 0 Time: 16:42:48, Date: 22/06/01, BL: 0 Burrups Ltd Project: JC Decaux English Final No: 000000 Job Number/Filename: 633501_doc1.3d, Page: 3 of 104 0 Time: 16:42:48, Date: 22/06/01, BL: 0 The ordinary shares of JCDecaux SA have not been and will not be registered under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’), for offer or sale as part of their distribution and, subject to certain exceptions, may not be offered or sold in the United States. The shares offered and sold in the United States are not transferable except in accordance with the restrictions described herein. See ‘‘Underwriting’’. No person has been authorized to give any information or to make any representations other than those contained in this offering circular, and, if given or made, such information or representations must not be relied upon as having been authorized. Neither the delivery of this offering circular nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of JCDecaux SA since the date hereof or that the information contained herein is correct as of any time subsequent to its date. The distribution of this offering circular and the offering and sale of the shares in certain jurisdictions may be restricted by law. JCDecaux SA and the Underwriters require persons into whose possession this offering circular comes to inform themselves about and to observe any such restrictions. For a description of certain restrictions on the offering and sale of the shares, see ‘‘Underwriting’’. This offering circular does not constitute an offer of, or an invitation to purchase, any of the shares in any jurisdiction in which such offer or invitation would be unlawful. There are restrictions on the offer and sale of the shares offered hereby in the United Kingdom. All applicable provisions of the Financial Services Act 1986 of Great Britain and the Public Offers of Securities Regulations 1995 with respect to anything done by any person in relation to the shares in, from or otherwise involving the United Kingdom must be complied with. See ‘‘Underwriting’’. TABLE OF CONTENTS Forward-Looking Statements...................... 5 The Outdoor Advertising Market .............. 45 Presentation of Financial and Other Our Business ............................................ 49 Information............................................... 5 Management............................................. 75 Industry Market Data ................................... 6 Our Principal and Selling Shareholders .... 80 Summary ..................................................... 7 Related Party Transactions ...................... 81 The Offering................................................. 12 Description of Share Capital..................... 82 Summary Financial and Operating Data...... 14 Market Information ................................... 93 Risk Factors................................................. 17 Taxation.................................................... 95 Use of Proceeds.......................................... 22 Underwriting ........................................... 100 Exchange Rate Information and the Legal Matters............................................ 104 European Monetary System..................... 23 Independent Auditors ............................... 104 Dividend Policy............................................ 24 Index to Financial Statements ................. F-1 Capitalisation ............................................... 25 Selected Consolidated Financial and Operating Data......................................... 26 Management’s Discussion and Analysis of Financial Condition and Results of Operations ............................................... 30 3 Burrups Ltd Project: JC Decaux English Final No: 000000 Job Number/Filename: 633501_doc1.3d, Page: 4 of 104 0 Time: 16:42:48, Date: 22/06/01, BL: 0 References in this offering circular to ‘‘francs’’ or ‘‘FF’’ are to French francs and references to ‘‘E’’ are to euros. We publish our consolidated financial statements in French francs. Financial information in this offering circular and in our financial statements has been translated from French francs into euros at the rate of E1.00 = FF 6.55957, the fixed conversion rate established under the terms of the European Monetary Union. See ‘‘Exchange Rate Information and the European Monetary System’’. In this offering circular, various figures and percentages set out herein have been rounded and, accordingly, may not total. We have prepared the financial information included in this offering circular in accordance with the accounting principles established by the Comite´ de la Re´ glementation Comptable, the French national accounting standards board (‘‘French GAAP’’). French GAAP differs in certain respects from accounting principles generally accepted in other countries, including those in the United States (‘‘U.S. GAAP’’). See ‘‘Summary of Principal Differences Between French GAAP and U.S. GAAP’’. This offering circular has not been and will not be submitted to the clearance procedures of the French Commission des ope´ rations de bourse (the ‘‘COB’’) and accordingly may not be distributed to the public in France or used in connection with the offer or sale of shares to the public in France. For the purposes of the offering in France and the listing of the shares on Euronext Paris, a prospectus de´ finitif in the French language has been prepared. The prospectus de´ finitif has received a visa from the COB. IN CONNECTION WITH THIS OFFERING, GOLDMAN SACHS INTERNATIONAL OR ITS AFFILIATES MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILISE OR MAINTAIN THE MARKET PRICE OF THE SHARES AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON EURONEXT PARIS (AS DEFINED HEREIN), IN OVER-THE-COUNTER MARKETS OR OTHERWISE. SUCH STABILISING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. 4 Burrups Ltd Project: JC Decaux English Final No: 000000 Job Number/Filename: 633501_doc1.3d, Page: 5 of 104 0 Time: 16:42:49, Date: 22/06/01, BL: 0 FORWARD-LOOKING STATEMENTS This offering circular contains forward-looking statements that reflect our views with respect to future events and financial performance. The words ‘‘believes’’, ‘‘expects’’, ‘‘intends’’, ‘‘aims’’, ‘‘plans’’, ‘‘projects’’, ‘‘anticipates’’ and similar expressions commonly identify those forward-looking statements. Examples of forward-looking statements in this offering circular that are not historical in nature include those regarding: r trends in the outdoor advertising market; r trends in the growth of the economy in general; r our business and growth strategies; r our ability to develop and take advantage of new technologies; r future acquisitions and our ability to integrate Avenir (as defined herein); r our expansion into additional countries and areas of business; r the marketing of our products and services to new market
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