SNCF RESEAU (EPA:RFAD) - SUPPLEMENT EMTN DU 24 JUILLET 2013
Directive transparence : information réglementée Autres communiqués
01/08/2013 15:55
Cliquez ici pour télécharger le pdf
FIRST SUPPLEMENT DATED 24 JULY 2013
TO THE EURO MEDIUM TERM NOTE PROGRAMME BASE PROSPECTUS
DATED 6 JUNE 2013
Réseau Ferré de France
(established as an "établissement public industriel et commercial"
under the laws of the Republic of France)
Euro 40,000,000,000
Euro Medium Term Note Programme
This first supplement (the "First Supplement") is supplemental to, and should
be read in conjunction with, the Base Prospectus dated 6 June 2013 (the "Base
Prospectus") prepared in relation to the EUR40,000,000,000 Euro Medium Term
Note Programme of Réseau Ferré de France ("RFF") (the "Programme"). The Base
Prospectus constitutes a base prospectus for the purpose of the Directive
2003/71/EC (as amended by Directive 2010/73/EU, to the extent implemented in
the Relevant Member State, the "Prospectus Directive"). The Autorité des
marchés financiers (the "AMF") has granted visa n°13-263 on 6 June 2013 on the
Base Prospectus.
Application has been made for approval of this First Supplement to the AMF in
its capacity as competent authority pursuant to article 212-2 of its Règlement
Général which implements the Prospectus Directive in France. This First
Supplement constitutes a supplement to the Base Prospectus, and has been
prepared for the purpose of article 16.1 of the Prospectus Directive and of
article 212-25 of the AMF's Règlement Général.
Terms defined in the Base Prospectus have the same meaning when used in the
First Supplement.
This First Supplement has been prepared for the purposes of reflecting the
rating downgrade by Fitch Ratings of RFF's long term debt from AAA with Rating
Watch Negative to AA+ with Rating Watch Negative.
Save as disclosed in this First Supplement, there has been no other significant
new factor, material mistake or inaccuracy relating to information included in
the Base Prospectus which is material in the context of the Programme since the
publication of the Base Prospectus. To the extent that there is any
inconsistency between (a) any statements in this First Supplement and (b) any
other statement in, or incorporated in, the Base Prospectus, the statements in
the First Supplement will prevail.
Copies of this First Supplement (a) may be obtained, free of charge, during
normal business hours at the specified office of the Issuer, the Fiscal Agent
and the Registrar and any Transfer Agent, at the specified office in Luxembourg
of the Principal Paying Agent and at the specified office in Paris of the Paris
Paying Agent, (b) will be available on the website of the AMF
(www.amffrance.org) and (c) will be available on the website of the Issuer
(www.rff.fr).
In relation to any offer of Notes to the public, and provided that the
conditions of article 16 (2) of the Prospectus Directive are fulfilled,
investors who have already agreed to purchase or subscribe for Notes to be
issued under the Programme before this First Supplement is published, have the
right according to article 16 (2) of the Prospectus Directive, to withdraw
their acceptances within a time limit of two (2) working days after the
publication of this First Supplement, i.e. until 29 July 2013.
TABLE OF CONTENTS
Page
RATINGS ...............................................................3
SUMMARY OF THE PROGRAMME...............................................4
RÉSUMÉ EN FRANÇAIS (FRENCH LANGUAGE SUMMARY OF THE PROGRAMME)..........5
PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE FIRST SUPPLEMENT...6
RATINGS
The fifth paragraph appearing on the cover of the Base Prospectus is hereby
deleted and shall be replaced with the following:
"The Programme has been rated Aa1 by Moody's Investors Service, AA+ by Standard
& Poor's Ratings Services, a division of The McGraw Hill Companies, Inc. and
AA+ with Rating Watch Negative by Fitch Ratings Ltd. Credit ratings are subject
to revision, suspension or withdrawal at any time by the relevant rating
organisation. Whether or not each credit rating applied for in relation to a
relevant Series of Notes will be issued by a credit rating agency established
in the European Union and registered under Regulation (EU) No 1060/2009, as
amended by Regulation (EU) No. 513/2011, (the CRA Regulation) will be disclosed
in the Final Terms. In general, European regulated investors are restricted
from using a rating for regulatory purposes if such rating is not issued by a
credit rating agency established in the European Union and registered under the
CRA Regulation. Each of Moody's Investors Service, Standard & Poor's Ratings
Services, a division of The McGraw Hill Companies, Inc. and Fitch Ratings Ltd.
is established in the European Union and registered under the CRA Regulation.
Where an issue of Notes is rated, its rating will not necessarily be the same
as the rating assigned to the Programme. 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 rating agency."
SUMMARY OF THE PROGRAMME
The first paragraph of the subsection B.17 entitled "Credit ratings" of the
section entitled "Summary of the Programme" on pages 17-18 of the Base
Prospectus shall be deleted and replaced with the following:
"The Programme (as defined below) has been rated Aa1 by Moody's Investors
Service, AA+ by Standard & Poor's Ratings Services, a division of The McGraw
Hill Companies, Inc. and AA+ with Rating Watch Negative by Fitch Ratings Ltd..
The ratings of certain Series (as defined below) of Notes to be issued under the
Programme may be specified in the applicable Final Terms."
RÉSUMÉ EN FRANÇAIS
(FRENCH LANGUAGE SUMMARY OF THE PROGRAMME)
The first paragraph of the subsection B.17 entitled "Notations de crédit" of
the section entitled "Résumé en Français (French Language Summary of the
Programme)" on pages 43-44 of the Base Prospectus shall be deleted and replaced
with the following:
"Le Programme (tel que défini ci-dessous) a été noté Aa1 par Moody's
Investors Service, AA+ par Standard & Poor's Ratings Services, une division de
The McGraw Hill Companies, Inc. et AA+ avec Rating Watch Negative par Fitch
Ratings Ltd.. Les notations de certaines Souches (telles que définies
ci-dessous) de Titres qui seront émises dans le cadre du Programme seront
précisées dans les Conditions Définitives applicables."
PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE FIRST SUPPLEMENT
Person responsible for this First Supplement
Valérie Champagne
Directeur général adjoint finances et achats of RFF
Declaration by person responsible for this First Supplement
The Issuer declares, after having taken all reasonable care to ensure that such
is the case and to the best of the knowledge of the Issuer, that the
information contained in this First Supplement is in accordance with the facts
and contains no omission likely to affect its import.
The consolidated and the non-consolidated financial statements of RFF for the
years ended 31 December 2011 and 31 December 2012 were audited by the statutory
auditors who issued audit reports which are reproduced on pages 176-179 and
180-183 of the 2011 Financial Report and on pages 248-251 and 252-255 of the
2012 Financial Report. These reports contain observations.
The statutory auditors' report on the consolidated financial statements for the
year ended 31 December 2011 contain the following observations: "Without
qualifying our opinion, we draw your attention to the matters set out in the
following notes to the consolidated financial statements: (i) Notes 2.3 "Other
items of comparability" and 4.3.3 "Assets commissioned during the year" to the
consolidated financial statements which present the estimated impact of delays
in recognising the commissioning of projects that are contracted out and (ii)
Note 4.12.2 "Movements in provisions" which presents the uncertainties
regarding the measurement of: (a) ongoing litigation concerning the flooding
in Arles in December 2003 and (ii) provisions for decontamination and
environmental risks, based on currently available information regarding the
assets to be treated."
The statutory auditors' report on the financial statements for the year ended
31 December 2011 contain the following observations: "Without qualifying our
opinion, we draw your attention to the matters set out in the following notes
to the financial statements: (i) Note 4 "Significant events" and 7.1.1
"Property, plant and equipment and intangible assets" to the financial
statements which present the estimated impact of delays in recognising the
commissioning of projects that are contracted out and (ii) Note 7.1.15
"Provisions for contingencies and losses" which presents the uncertainties
regarding the measurement of (a) ongoing litigation regarding the flooding in
Arles in December 2003; and (b) provisions for decontamination and
environmental risks, based on currently available information regarding the
assets to be treated."
The statutory auditors' report on the consolidated financial statements for the
year ended 31 December 2012 contains the following emphasis of matters :
"without qualifying the above opinion, we draw your attention to the matters
set out in the following notes to the consolidated financial statements :
(i) Notes 2.2 "significant events and transactions" and 4.3.3 "mises en
service" which set forth the estimated impact of the delays of "mises en
service comptables" of delegated projects and (ii) Note 4.12.2 "changes in
provisions" which sets forth the existing uncertainty about the measurement
of : (a) ongoing litigation concerning the flooding in Arles in December 2003
and (b) provisions for decontamination and environmental risks."
The statutory auditor's report on the individual financial statements for the
year ended 31 December 2012 contains the following emphasis of matters :
"without qualifying the above opinion, we draw your attention to the following
notes to the financial statements : (i) Notes 4 "significant event" and
7.1.1 " Tangible and intangible assets" which set forth the estimated impact
of the delays of "mises en service comptables" of delegated projects and
(ii) Note 7.1.16 "Provisions" which sets forth the existing uncertainty about
the measurement of : (a) ongoing litigation concerning the flooding in Arles in
December 2003 and (b) provisions
for decontamination and environmental risks."
Paris, 24 July 2013
Réseau Ferré de France
92, avenue de France
75648 Paris
France
Duly represented by:
Valérie Champagne
Directeur général adjoint finances et achats of RFF
Autorité des marchés financiers
In accordance with Articles L.412-1 and L.621-8 of the French Code monétaire et
financier and with the General Regulations (Réglement Général) of the
Autorité des marchés financiers (the "AMF"), in particular Articles 212- 31 to
212-33, the AMF has granted to this First Supplement the visa n°13-413 on 24
July 2013. This document may only be used for the purposes of a financial
transaction if completed by Final Terms. It 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 an approval by the AMF of the opportunity of the transactions
contemplated hereby nor that the AMF has verified the accounting and financial
data set out in it. In accordance with Article 2 12-32 of the AMF's General
Regulations, any issuance or admission to trading of notes on the basis of the
Base Prospectus as supplemented shall be subject to the publication of Final
Terms setting out the terms of the securities being issued.