par CREDIT COOPERATIF
FINALS TERMS MORGAN STANLEY 200 M€ 2020
PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA") or the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MIFID II"); or (ii) a customer within the meaning of Directive 2016/97/EC, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MIFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPs Regulation.
MiFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS
ONLY TARGET MARKET – Solely for the purposes of the 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 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 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 manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
Final Terms dated 14 August 2020
REGIE AUTONOME DES TRANSPORTS PARISIENS
Issue of €200,000,000 0.875 per cent. Notes due 18 August 2080 under the Euro 6,000,000,000
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 dated7 August 2020 which constitutes a base prospectus (the "Base Prospectus") for the purposes of Regulation (EU) 2017/1129 (as may be amended from time to time) (the "Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and must be read in conjunction with such 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 (http://www.ratp.fr/en/ratp/r_56856/legal-publications/).
1. (i) Issuer: Régie Autonome des Transports Parisiens
2. (i) Series Number: 45
(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: €200,000,000
(ii) Tranche: €200,000,000
5. Issue Price: 95.386 per cent. of the Aggregate Nominal
Amount
6. Specified Denominations: €100,000
7. (i) Issue Date: 18 August 2020
(ii) Interest Commencement Date: Issue Date
8. Maturity Date: 18 August 2080
9. Interest Basis: 0.875 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 29 November 2019 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: 0.875 per cent. per annum payable
annually in arrear
(ii) Interest Payment Dates: 18 August in each year commencing on 18 August 2021 and ending on the
Maturity Date
(iii) First Interest Payment Date: 18 August 2021
(iv) Fixed Coupon Amount: €875 per €100,000 Specified
Denomination.
(v) Broken Amount: Not Applicable
(vi) Day Count Fraction: Actual/Actual-(ICMA)
(vii) Determination Dates: 18 August 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 Initial Representative shall be:
SELARL MCM AVOCAT
Represented by Me Antoine
LACHENAUD
10, rue de Sèze 75009 Paris
Tel : +33 1 53 43 36 00
Fax : +33 1 53 43 36 01
The Alternative Representative shall be:
Maître Philippe MAISONNEUVE
Avocat
10, rue de Sèze 75009 Paris
Tel : +33 1 53 43 36 00
Fax : +33 1 53 43 36 01
The Representative will be entitled to a remuneration of EUR 350 (VAT excluded) per year.
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 Not Applicable
Dealers:
(ii) Stabilising Manager (if any): Not Applicable
31. If non-syndicated, name of Dealer: Morgan Stanley & Co. International plc
32. Dealer's Commission: 0.30 per cent.
33. U.S. Selling Restrictions Reg. S Category 2; TEFRA not applicable
34. Prohibition of Sales to EEA/UK Retail Applicable Investors
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 18 August 2020.
(iii) Estimate of total expenses related to
admission to trading: €13,200
(iv) Regulated markets or equivalent 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: Euronext Paris
2 RATINGS
Ratings: The Notes to be issued have been rated:
Fitch: AA
Fitch France S.A.S ("Fitch") is established in the European Union and is registered under Regulation (EC) No
1060/2009, as amended by Regulation
(EU) No. 513/2011.
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.
(ii) Estimated net proceeds: €190,172,000.00
5 YIELD Indication of yield: 0.977 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: FR0013529559
Common Code: 221865987
Depositaries:
(a) Euroclear France to act as Common
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 Clearstream Banking Société Anonyme and the
relevant identification number(s): Not Applicable
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 note denominated in Euro):