Euro Medium Term Note Programme 2016.Pdf
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THIS DOCUMENT IS A FREE TRANSLATION OF THE FRENCH LANGUAGE “PROSPECTUS DE BASE” DATED THE DATE OF THIS DOCUMENT PREPARED BY REGION ILE-DE-FRANCE. 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. BASE PROSPECTUS Région Ile-de-France Euro 7,000,000,000 Euro Medium Term Note Programme Under the Euro Medium Term Note Programme described in this Base Prospectus (the "Programme"), Région Ile-de-France (the "Issuer" or "Région Ile-de-France"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the “Notes”). The aggregate nominal amount of Notes outstanding will not at any time exceed Euro 7,000,000,000 (or the equivalent in other currencies). This Base Prospectus supersedes and replaces the Base Prospectus dated 24 March 2015. Application will be made in certain circumstances for Notes issued under the Programme to be admitted to trading on a regulated market of Euronext Paris ("Euronext Paris"). Euronext Paris is a regulated market in the sense of directive 2004/39/EC of 21 April 2004, as amended (a such market being designated as "Regulated Market"). The Notes may also be admitted to trading on another Regulated Market of the European Economic Area or a unregulated market of the European Economic Area or another unregulated market or not be admitted to trading. The relevant Final Terms (as defined in the chapter "Principal characteristics of the Notes and the principal risks associated with the Notes") (the form of which is contained in this Base Prospectus) in respect of the issue of any Notes will specify whether or not such Notes will be admitted to trading and will state, as the case may be, the relevant Regulated Market. The French version of this Base Prospectus has been submitted to the clearance procedures of the Autorité des marchés financiers ("AMF") and has been approved by the AMF under visa n°16-210 granted on 27 May 2016. Notes may be issued either in dematerialised form ("Dematerialised Notes") or in materialised form ("Materialised Notes"), as more fully described in this Base Prospectus. Dematerialised Notes will at all times be in book entry form in compliance with Article L.211-4 of the French Code monétaire et financier. No physical documents of title will be issued in respect of the Dematerialised Notes. Dematerialised Notes may, at the option of the Issuer, be (a) in bearer dematerialised form (au porteur) inscribed as from the issue date in the books of Euroclear France (“Euroclear France”) (acting as central depositary – as defined in chapter "Terms and Conditions of the Notes – Interest and other Calculations) which shall credit the accounts of Account Holders (as defined in the chapter “Terms and Conditions of the Notes - Form, Denomination, Title and Redenomination”) including Euroclear Bank S.A./ N.V. (“Euroclear”) and the depositary bank for Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) or (b) in registered dematerialised form (au nominatif) and, in such latter case, at the option of the relevant Noteholder (as defined in Condition 1(c)(iv)) of the Terms and Conditions of the Notes, in either fully registered form (nominatif pur), in which case they will be inscribed either with the Issuer or with a registration agent (designated in the relevant Final Terms) for the Issuer, or in administered registered form (nominatif administré) in which case they will be inscribed in the accounts of the Account Holders designated by the relevant Noteholders. Materialised Notes will be in bearer materialised form only and may only be issued outside France. A temporary global certificate in bearer form without interest coupons attached (a “Temporary Global Certificate”) will initially be issued in connection with Materialised Notes. Such Temporary Global Certificate will be exchanged for Definitive Materialised Notes in bearer form (“Definitive Materialised Notes”) with, where applicable, coupons for interest attached, on or after a date expected to be on or about the 40th calendar day after the issue date of the Notes (subject to postponement as described in “Temporary Global Certificates issued in respect of Materialised Notes”) upon certification as to non-U.S. beneficial ownership, as more fully described in this Base Prospectus. Temporary Global Certificates will (a) in the case of a Tranche (as defined in the chapter "General Characteristics of the Programme") intended to be cleared through Euroclear and/or Clearstream, Luxembourg, be deposited on the issue date with a common depositary on behalf of Euroclear and/or Clearstream, Luxembourg and (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 a clearing system, be deposited as agreed between the Issuer and the relevant Dealer (as defined below). The Issuer has been rated AA with stable outlook by Fitch Ratings and its short-term debt has been rated F1+ by Fitch Ratings. The Issuer has been rated AA with a negative outlook by Standard & Poor's and its short-term debt has been rated A1+ by Standard & Poor's. The Programme has been rated AA by Fitch Ratings and AA by Standard & Poor's. As at the date of the Base Prospectus, each of such credit rating agencies is established in the European Union and is registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies as amended (the "CRA Regulation") and is included in the list of credit rating agencies published by the European Securities and Market Authority on its website (www.esma.europa.eu) in accordance with the CRA Regulation. When an issue of Notes is rated, such rating will not necessarily be the same as the rating assigned under the Programme. Notes issued under the Programme may be rated or unrated. The rating of Notes, if any, will be disclosed in the Final Terms. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning credit rating agency. This Base Prospectus will be published (a) on the websites of the AMF (www.amf-france.org), and the Issuer (www.iledefrance.fr/emissions- obligataires-vertes-socialement-responsables-2012-2014-2015) (b) available for inspection and copy, without charges, during normal business days and hours, any business day of the week, at the registered office of the Issuer and at the specified offices of any Paying Agent set out at the end of this Base Prospectus. 192905-4-17576-v0.10 36-40620019 Arrangers BNP PARIBAS HSBC Dealers BNP PARIBAS CREDIT AGRICOLE CIB DEUTSCHE BANK HSBC NATIXIS MORGAN STANLEY SOCIÉTÉ GÉNÉRALE UBS INVESTMENT BANK CORPORATE & INVESTMENT BANKING The date of this Base Prospectus is 27 May 2016. 192905-4-17576-v0.10 - 2- 36-40620019 This Base Prospectus (as well as any supplement relating thereto) constitutes a base prospectus pursuant to article 5.4 of Prospectus Directive (as defined below) entailing all information which is necessary to enable investors to make an informed assessment of the assets, the activity, the financial position, the profits and prospects of the Issuer, as well as of the rights attaching to the Notes, as well as information required by annexes V, XIII, XVI and XXX of the European Regulation 809/2004/EC, as amended by Commission Delegated Regulation (EU) n°486/2012 of 30 March 2012 and Commission Delegated Regulation (EU) n°862/2012 of 4 June 2012 . Each Tranche (as defined in chapter “General Description of the Programme”) of Notes will be issued in accordance with the provisions set out in chapter "Terms and Conditions of the Notes" of this Base Prospectus, as supplemented by the provisions of the relevant Final Terms agreed between the Issuer and the relevant Dealers (as defined in chapter "General Description of the Programme") upon issue of such Tranche. The Issuer, having taken all reasonable enquiries to ensure that such is the case, confirms that all the information contained in this Base Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. The Issuer accepts responsibility accordingly. The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus comes are required by the Issuer, the Dealers and the Arrangers to inform themselves about and to observe any such restriction. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States and the Notes may include Materialised Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or, in the case of Materialised Notes in bearer form, delivered within the United States. For a description of certain restrictions on offers and sales of Notes and on distribution of this Base Prospectus, see “Subscription and Sale”. This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Dealers or the Arrangers to subscribe for, or purchase, any Notes. The Arrangers and the Dealers have not separately verified the information contained in this Base Prospectus. None of the Dealers or the Arrangers makes any representation, express or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the information in this Base Prospectus.