Prospectus Dated 22 November 2019
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Prospectus dated 22 November 2019 Ceetrus €300,000,000 2.750 per cent. Notes due 26 November 2026 ________________________ Issue Price: 99.730 per cent. ________________________ The €300,000,000 2.750 per cent. notes due 26 November 2026 (the "Notes") of Ceetrus (the "Issuer") will be issued on 26 November 2019 (the "Issue Date"). Interest on the Notes will accrue from, and including, the Issue Date at the rate of 2.750 per cent. per annum, payable annually in arrear on 26 November in each year, and for the first time on 26 November 2020 for the period from (and including) the Issue Date to (but excluding) 26 November 2020, as further described in "Terms and Conditions of the Notes – Interest". Unless previously redeemed or purchased and cancelled, in accordance with the terms and conditions of the Notes, the Notes will be redeemed at their principal amount on 26 November 2026 (the "Maturity Date"). The Notes may, and in certain circumstances shall, be redeemed before the Maturity Date, in whole only, but not in part, at their principal amount, together with any accrued interest thereon, in the event that certain French taxes are imposed (see "Terms and Conditions of the Notes – Redemption and purchase – Redemption for taxation reasons"). Noteholders (as defined in "Terms and Conditions of the Notes") will be entitled, in the event of a Rating Downgrade which occurs or has occurred as a result of a Change of Control (as defined in "Terms and Conditions of the Notes") of the Issuer, to request the Issuer to redeem all or part of their Notes at their principal amount, together with any accrued interest thereon (see "Terms and Conditions of the Notes – Redemption and purchase – Redemption following a Change of Control"). In addition, the Issuer may redeem all, but not some only, of the Notes then outstanding (i) at any time prior to the Maturity Date, in the event that at least eighty per cent. (80%) of the initial aggregate principal amount of the Notes has been redeemed or purchased at their principal amount, together with accrued interest to, but excluding the date fixed for redemption (see "Terms and Conditions of the Notes – Redemption and purchase – Clean-up Call Option") and/or (ii) no earlier than three (3) months before the Maturity Date at their principal amount, together with accrued interest to, but excluding the date fixed for redemption (see "Terms and Conditions of the Notes – Redemption and purchase – Residual Maturity Call Option"). The Issuer may also redeem, in whole or in part, the outstanding Notes any time prior to the Maturity Date at their relevant Make-whole Redemption Amount (see "Terms and Conditions of the Notes – Redemption and purchase – Early redemption at the Make-whole Redemption Amount"). The Notes will be issued in dematerialised bearer form (au porteur) in the denomination of €100,000 each. Title to the Notes will be evidenced by book entries (inscription en compte) in accordance with Articles L.211-3 et seq. and R.211-1 et seq. of the French Code monétaire et financier. No physical document of title (including certificats représentatifs pursuant to Article R.211-7 of the French Code monétaire et financier) will be issued in respect of the Notes. The Notes will, upon issue, be inscribed in the books of Euroclear France which shall credit the accounts of the Account Holders. "Account Holder" shall mean any intermediary institution entitled to hold, directly or indirectly, accounts on behalf of its customers with Euroclear France and includes Euroclear Bank SA/NV and the depositary bank for Clearstream Banking, S.A. This document constitutes a prospectus (the "Prospectus") for the purposes of Article 6.3 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the "Prospectus Regulation"). Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority in Luxembourg for the purposes of the Luxembourg act dated 16 July 2019 relating to prospectuses for securities (loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières) (the "Luxembourg Law on Prospectuses for securities"), for approval of this Prospectus. The CSSF only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the quality of the securities that are the subject of this Prospectus in accordance with Article 6(4) of the Luxembourg Law on Prospectuses for securities. Investors should make their own assessment as to the suitability of investing in the securities. This Prospectus is valid until the date of admission of the Notes to trading on the Luxembourg Stock Exchange, i.e. 26 November 2019. The obligation to supplement the Prospectus in the event of significant new factors, material mistakes or material inaccuracies does not apply when the Prospectus is no longer valid. Application has been made to the Luxembourg Stock Exchange for Notes described in this Prospectus to be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended, appearing on the list of regulated markets issued by the European Securities Markets Authority (the "ESMA"). The Notes have been assigned a rating of BBB- by Standard & Poor's Credit Market Services France S.A.S. The long-term debt of the Issuer has been assigned a rating of BBB- (outlook negative) by Standard & Poor's Credit Market Services France S.A.S. As of the date of this Prospectus, Standard & Poor's Credit Market Services France S.A.S is established in the European Union and registered under Regulation (EC) no. 1060/2009 of the European Parliament and of the Council on credit rating agencies dated 16 September 2009, as amended (the "CRA Regulation"). As such, Standard & Poor's Credit Market Services France S.A.S is included in the list of registered credit rating agencies published by the European Securities and Markets Authority on its website (http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA regulation. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. So long as any of the Notes is outstanding, copies of this Prospectus and the documents incorporated by reference herein will be available and obtainable, free of charge, at the specified office of the Issuer and will be available on the websites of the Issuer (https://www.ceetrus.fr) and the Luxembourg Stock Exchange (www.bourse.lu). See the "Risk Factors" section for a description of certain factors which should be considered by prospective investors prior to any investment in the Notes. Global Coordinators and Green Structurors BNP Paribas Natixis Joint Lead Managers BNP Paribas Crédit Agricole Corporate and Investment Bank ING Natixis Société Générale Corporate & Investment Banking 2 This Prospectus has been prepared for the purpose of giving information with respect to the Issuer and the Issuer and its Subsidiaries taken as a whole (the "Ceetrus Group") and the Notes which is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position and profit and losses of the Issuer as well as the rights attached to the Notes. This Prospectus is to be read and construed in conjunction with all the documents which are incorporated by reference herein (see "Documents incorporated by reference"). BNP Paribas and Natixis (the "Global Coordinators and Green Structurors") and Crédit Agricole Corporate and Investment Bank, ING Bank N.V., Belgian Branch and Société Générale (together with the Global Coordinators and Green Structurors, the "Joint Lead Managers" or the "Managers") have not separately verified the information contained or incorporated by reference in this Prospectus. Accordingly, the Joint Lead Managers do not make any representation, express or implied, or accept any responsibility, with respect to the accuracy or completeness of any of the information contained or incorporated by reference in this Prospectus. Neither this Prospectus nor any other information supplied in connection with the offering of the Notes is intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by, or on behalf of, any of the Issuer or the Joint Lead Managers that any recipient of this Prospectus or any other financial statements should purchase the Notes. No person is authorised to give any information or to make any representation related to the issue, offering or sale of the Notes not contained or incorporated by reference in this Prospectus. Any information or representation not so contained or incorporated by reference herein must not be relied upon as having been authorised by, or on behalf of, the Issuer or the Joint Lead Managers. The delivery of this Prospectus or any offering or sale of Notes at any time does not imply (i) that there has been no change with respect to the Issuer or the Ceetrus Group since the date hereof and (ii) that the information contained or incorporated by reference in it is correct as at any time subsequent to its date. This Prospectus and any other information relating to the Issuer or the Notes should not be considered as an offer, an invitation or a recommendation by any of the Issuer or the Joint Lead Managers to subscribe or purchase the Notes.