Régie Autonome Des Transports Parisiens
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Base Prospectus dated 27 July 2011 RÉGIE AUTONOME DES TRANSPORTS PARISIENS Euro 5,000,000,000 Euro Medium Term Notes Due from one month from the date of original issue Under the Euro Medium Term Note Programme described in this Base Prospectus (the "Programme"), Régie Autonome des Transports Parisiens (the "Issuer" or "RATP"), subject to compliance with all relevant laws and regulations, may from time to time issue outside France Euro Medium Term Notes (the "Notes"). The aggregate principal amount of Notes outstanding will not at any time exceed Euro 5,000,000,000 (or the equivalent in other currencies). This Base Prospectus (the "Base Prospectus") supersedes and replaces the Base Prospectus dated 12 July 2010 prepared in respect of the Programme. Application has been made to the Autorité des marchés financiers (the "AMF") for approval of this Base Prospectus in its capacity as competent authority under the prospectus directive (Directive 2003/71/EC) as amended by Directive 2010/73/EU (to the extent that such amending directive has been implemented in the Relevant Member State (as defined in the section "Subscription and Sale" below) (the "2010 PD Amending Directive"), (the "Prospectus Directive"). This Base Prospectus received the visa no. 11-347 on 27 July 2011 from the AMF. Application may be made (i) to Euronext Paris during the period of 12 months from the date of this Base Prospectus for Notes issued under the Programme to be admitted to trading and/or (ii) to the competent authority of any other EEA Member State for Notes issued under the Programme to be admitted to trading on a Regulated Market (as defined below) in such Member State. Euronext Paris is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC (a "Regulated Market"). However, Notes may be issued pursuant to the Programme which are not listed and admitted to trading on a Regulated Market. The relevant final terms in respect of the issue of any Notes (the "Final Terms"), a form of which is contained herein, will specify whether or not such Notes will be listed and admitted to trading, and, if so, the relevant Regulated Market in the EEA. Each Tranche (as defined in "Terms and Conditions of the Notes" below) of Notes having an original maturity of more than one year will initially be represented by a temporary Global Note and each Tranche of Notes having an original maturity of one year or less will initially be represented by a permanent Global Note which, in each case, will be deposited (a) in the case of a Tranche intended to be cleared through Euroclear (as defined below) and/or Clearstream Banking, société anonyme ("Clearstream, Luxembourg"), on the issue date with a common depositary on behalf of Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream, Luxembourg, (b) in the case of a Tranche intended to be cleared through Euroclear France, on the issue date with Euroclear France when acting as Central Depositary and (c) in the case of a Tranche intended to be cleared through a clearing system other than or in addition to Euroclear, Clearstream, Luxembourg or Euroclear France or delivered outside a clearing system, as agreed between the Issuer and the relevant Dealer. Interests in temporary Global Notes will be exchangeable for interests in permanent Global Notes or, if so stated in the relevant Final Terms, for definitive Notes in bearer form after the date falling 40 days after the issue date (the "40-day Exchange Date") upon certification in the case of Notes having a maturity of more than 12 months as to non-U.S. beneficial ownership and interests in permanent Global Notes will be exchangeable for definitive Notes in bearer form as described under "Summary of Provisions Relating to the Notes while in Global Form". If further interchangeable Notes are issued before the 40-day Exchange Date pursuant to the Terms and Conditions of the Notes, the 40-day Exchange Date with respect to such Notes may be extended to 40 days after the issue of such further interchangeable Notes. The Issuer is rated Aaa by Moody's Investors Services, Inc. ("Moodys") and AAA by Fitch IBCA SA ("Fitch"). The credit ratings included or referred to in this Base Prospectus will be treated for the purposes of Regulation (EC) No 1060/2009 on credit rating agencies (the "CRA Regulation") as having been issued by Moodys and Fitch upon registration pursuant to the CRA Regulation. Moodys and Fitch are established in the European Union and have applied to be registered under the CRA Regulation, although the result of such applications has not yet been determined. The rating of the Notes (if any) will be specified in the final terms. Whether or not a rating in relation to any Notes will be treated as having been issued by a credit rating agency established in the European Union and registered under the CRA Regulation will be disclosed in the relevant Final Terms. 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. The final terms of the relevant Notes to be issued under the Programme will be determined by the Issuer and the Relevant Dealer based on their prevailing market conditions at the time of the issue of such Notes and will be set out in the relevant Final Terms. In the case of any Notes which are to be admitted to trading on a Regulated Market, or offered to the public, within the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive, the minimum denomination shall be Euro 50,000 (or €100,000 following implementation of the 2010 PD Amending Directive in any Relevant Member State) (or its equivalent in any other currency as at the date of issue of the Notes). This Base Prospectus and the documents incorporated by reference will be made available on the websites of the AMF (www.amf-france.org) and the Issuer (www.ratp.fr). Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Base Prospectus before deciding to invest in the Notes issued under the Programme. Arranger for the Programme BNP PARIBAS Dealers BARCLAYS CAPITAL BNP PARIBAS BOFA MERRILL LYNCH CREDIT SUISSE DEUTSCHE BANK COMMERZBANK HSBC J.P. MORGAN UBS INVESTMENT BANK - 1 - This Base Prospectus (together with any Supplements to this Base Prospectus published from time to time (each a "Supplement" and together the "Supplements") comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC as amended by Directive 2010/73/EU (except as otherwise specified herein) (the "2010 PD Amending Directive"), (the "Prospectus Directive") and for the purpose of giving information with regard to the Issuer and the Notes which, according to the particular nature of the Issuers and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer. This Base Prospectus is to be read in conjunction with all documents which are incorporated herein by reference (see "Documents Incorporated by Reference" below). No person has been authorised to give any information or to make any representation other than those contained in the Base Prospectus in connection with the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or the Arranger or any Dealer (as defined in "General Description of the Programme-Arranger" and "General Description of the Programme-Dealers"). Neither the delivery of this Base Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer or its subsidiaries and affiliates, taken as a whole (the "Group") since the date hereof or the date upon which this document has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer or the Group since the date hereof or the date upon which this document has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. In the case of any Notes which are to be admitted to trading on a regulated market within the European Economic Area and/or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive (2003/71/EC), the minimum specified denomination shall be €50,000 (or €100,000 following implementation of the 2010 PD Amending Directive in any Relevant Member State) (or its equivalent in any other currency as at the date of issue of the Notes). The distribution of the Base Prospectus and the offering or sale of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession the Base Prospectus comes are required 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") and may include Notes that are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S.