par CREDIT COOPERATIF
FINALS TERMS 2023
EU MiFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET – Solely for the purposes of each manufacturer's approval process, the target market assessment in respect of the Notes, taking into account the five categories referred to in item 18 of the Guidelines on EU MiFID II product governance requirements published by ESMA dated 5 February 2018, has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in EU MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to EU MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
Final Terms dated 11 April 2023
REGIE AUTONOME DES TRANSPORTS PARISIENS
Issue of €500,000,000 3.250 per cent. Notes due 11 April 2033 under the Euro 7,000,000,000
Euro Medium Term Note Programme
Legal Entity Identifier (LEI): 969500K59E47ULNCAQ69
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the base prospectus dated 28 July 2022 and the supplement to the base prospectus dated 21 March 2023 which together constitute a base prospectus (the "Base Prospectus") for the purposes of Regulation (EU) 2017/1129 (as may be amended from time to time) (the "EU Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the EU Prospectus Regulation and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus.
The Base Prospectus and these Final Terms are available for viewing on the websites of the
Autorité des marchés financiers (www.amf-france.org) and the Issuer (https://www.ratp.fr/groupe-ratp/newsroom/corporate/publications-legales and https://www.ratp.fr/groupe-ratp/presentation-du-groupe/documents-de-reference).
1. (i) Issuer: Régie Autonome des Transports Parisiens
2. (i) Series Number: 48
(ii) Tranche Number: 1
(iii) Date on which the Notes become Not Applicable fungible:
3. Specified Currency or Currencies: Euro ("€")
4. Aggregate Nominal Amount of Notes:
(i) Series: €500,000,000
(ii) Tranche: €500,000,000
5. Issue Price: 99.179 per cent. of the Aggregate Nominal
Amount
6. Specified Denomination: €100,000
7. (i) Issue Date: 13 April 2023
(ii) Interest Commencement Date: Issue Date
8. Maturity Date: 11 April 2033
9. Interest Basis: 3.250 per cent. Fixed Rate
(further particulars specified below)
10. Redemption/Payment Basis: Redemption at par
11. Change of Interest or Not Applicable
Redemption/Payment Basis:
12. Put/Call Options: Not Applicable
13. (i) Status of the Notes: Senior
(ii) Date Board approval for 9 December 2022 issuance of Notes obtained:
14. Method of distribution Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15. Fixed Rate Note Provisions Applicable
(i) Rate of Interest: 3.250 per cent. per annum payable annually in arrear
(ii) Interest Payment Dates: 11 April in each year commencing on 11 April 2024 and ending on the
Maturity Date. There will be a short first interest period, from and including the Interest Commencement Date, to but excluding 11 April 2024 (short first coupon)
(iii) First Interest Payment Date: 11 April 2024
(iv) Fixed Coupon Amount: €3,250 per Specified Denomination
(v) Broken Amount: €3,232.24 per Specified Denomination,
payable on the Interest Payment Date falling on 11 April 2024
(vi) Day Count Fraction: Actual/Actual-(ICMA)
(vii) Determination Dates: 11 April in each year
16. Floating Rate Note Provisions Not Applicable
17. Zero Coupon Note Provisions Not Applicable
18. Fixed to Floating Rate Note Provisions Not Applicable
19. Dual Currency Note Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
20. Call Option Not Applicable
21. Put Option Not Applicable
22. Final Redemption Amount of each €100,000 per Note of €100,000
Note Specified Denomination
23. Early Redemption Amount
(i) Early Redemption Amount of €100,000 per Note of €100,000 each Note payable on Specified Denomination
redemption for taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required):
(ii) Redemption for taxation reasons Yes
permitted on days other than
Interest Payment Dates:
(iii) Unmatured Coupons to become Not Applicable void upon early redemption (Bearer Notes only):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24. Form of Notes: Dematerialised Notes
(i) Form of Dematerialised Notes: Bearer dematerialised form (au porteur)
(ii) Registration Agent: Not Applicable
(iii) Temporary Global Certificate: Not Applicable
25. Financial Centre or other special Not Applicable provisions relating to payment dates:
26. Talons for future Coupons or Receipts No to be attached to Definitive Notes (and dates on which such Talons mature):
27. Details relating to Partly Paid Notes: Not Applicable amount of each payment comprising
the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:
28. Details relating to Instalment Notes: Not Applicable
29. Representation of holders of Condition 10 applies
Notes/Masse:
The Representative shall be:
MASSQUOTE S.A.S.U.
RCS 529 065 880 Nanterre
33, rue Anna Jacquin
92100 Boulogne Billancourt
France
Represented by its Chairman
The Representative will be entitled to a remuneration of €3,500 (VAT excluded), payable at the Issue Date.
The Representative will exercise its duty until its dissolution, resignation or termination of its duty by a general assembly of Noteholders or until it becomes unable to act. Its appointment shall automatically cease on the Maturity Date, or total redemption prior to the Maturity Date.
DISTRIBUTION
30. (i) If syndicated, names of BNP Paribas, Crédit Agricole Corporate
Dealers: and Investment Bank, HSBC Continental
Europe and Natixis
(ii) Stabilising Manager (if any): BNP Paribas
31. If non-syndicated, name of Dealer: Not Applicable
32. Dealer's Commission: 0.175 per cent.
33. U.S. Selling Restrictions Reg. S Category 2; TEFRA not applicable
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of the Issuer:
Maurice JARLIER
By: Head of Treasury and Finance……………………………………….
Duly authorised
PART B – OTHER INFORMATION
1 LISTING AND ADMISSION TO TRADING
(i) Listing: Euronext Paris
(ii) Admission to trading: Application has been made by the
Issuer (or on its behalf) for the Notes to be admitted to trading on Euronext Paris with effect from 13 April 2023.
(iii) Estimate of total expenses related to
admission to trading: €9,050
(iv) Regulated markets or equivalent Euronext Paris markets on which to the knowledge of the Issuer, securities of the same class of the securities to be offered or admitted to trading are already admitted to trading:
2 RATINGS
The Notes to be issued are expected to be rated:
Fitch: AA
Fitch Ratings Ireland Limited ("Fitch") is established in the European Economic Area and is registered under the EU CRA Regulation.
According to Fitch, obligations rated "AA" are of very high credit quality and denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments.
This capacity is not significantly
vulnerable to foreseeable events.
3 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
4 REASONS FOR THE OFFER AND ESTIMATED NET PROCEEDS
(i) Reasons for the offer: The net proceeds of the issue of the
Notes will be used for the financing of the Issuer's investment programme or
the buy-back of outstanding bonds of
the Issuer.
(ii) Estimated net proceeds: €495,020,000
5 YIELD
Indication of yield: 3.348 per cent. per annum
The yield is calculated at the Issue
Date on the basis of the Issue Price. It
is not an indication of future yield.
6 OPERATIONAL INFORMATION
ISIN Code: FR001400H8C5
Common Code: 261020904
Depositaries:
(a) Euroclear France to act as Central
Depositary: Yes
(b) Euroclear Bank and Clearstream Banking Société Anonyme to act as
Common Depository: No
Any clearing system(s) other than Euroclear
France, Euroclear Bank S.A./N.V. and
Not Applicable
Clearstream Banking Société Anonyme and the
relevant identification number(s):
Delivery: Delivery against payment
Names and addresses of additional Paying
Agent(s) (if any): Not Applicable
7 GENERAL
The aggregate principal amount of Notes has Not Applicable
been translated into Euro at the rate of [●], producing a sum of (for Notes not denominated in Euro):