Obligation Compagnie Financière et Industrielle des Autoroutes 'COFIROUTE' S.A 5% ( FR0010327007 ) en EUR

Compagnie Financière et Industrielle des Autoroutes 'COFIROUTE' S.A

101.56 % ⇌

France

FR0010327007 ( en EUR )

5% par an ( paiement annuel )

23/05/2021 - Obligation échue

Prospectus brochure de l'obligation Compagnie Financière et Industrielle des Autoroutes 'COFIROUTE' S.A FR0010327007 en EUR 5%, échue

50 000 EUR

1 100 000 000 EUR

L'Obligation émise par Compagnie Financière et Industrielle des Autoroutes 'COFIROUTE' S.A ( France ) , en EUR, avec le code ISIN FR0010327007, paye un coupon de 5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 23/05/2021

(A société anonyme established under the laws of France)

Euro 750,000,000
5 per cent. Bonds due 2021

Issue Price: 98.928 per cent.

The Euro 750,000,000 5 per cent. Bonds due 2021 (the "Bonds") of Cofiroute (Compagnie Financière et
Industrielle des Autoroutes) (the "Issuer") will be issued outside France on 24 May 2006 (the "Issue Date") and
will bear interest from 24 May 2006 at the rate of 5 per cent. per annum payable annually in arrear on 24 May
of each year commencing on 24 May 2007.

The Bonds will constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer and
rank and will rank pari passu without any preference among themselves and equally and rateably with any other
present or future unsecured and unsubordinated indebtedness of the Issuer (as more fully described under
"Terms and Conditions of the Bonds - Status of the Bonds").

Unless previously redeemed or purchased and cancelled, the Bonds will be redeemed in full at their principal
amount on 24 May 2021. The Bonds may, and in certain circumstances shall, be redeemed, in whole but not in
part, at their principal amount together with accrued interest in the event that certain French taxes are imposed
(as more fully described under "Terms and Conditions of the Bonds - Redemption and Purchase").

Application has been made for the Bonds to be admitted to the official list and traded on the Regulated Market
(regulated by Directive 2004/39/EC) of the Luxembourg Stock Exchange.

The Bonds will be issued in book-entry "dematerialised bearer" form (au porteur) in the denomination of
Euro 50,000 and will, upon issue, be inscribed in the books of Euroclear France S.A. ("Euroclear France")
which shall credit the accounts of the relevant "intermédiaires financiers habilités" ("Euroclear France
Account Holders") entitled to hold directly or indirectly accounts with Euroclear France, including the
depositary banks of Euroclear Bank SA/NV as operator of the Euroclear System ("Euroclear, Brussels") and of
Clearstream Banking, société anonyme ("Clearstream, Luxembourg"), and therefore no physical document of
title (including "certificats représentatifs" pursuant to Article R.211-7 of the French Code monétaire et financier)
will be issued in respect of the Bonds. Title to the Bonds will be evidenced in accordance with Article L.211-4 of
the French Code monétaire et financier (the "Code") by book-entries.

The Bonds are rated A- outlook negative by Standard and Poor's Rating Services, a division of The McGraw-
Hill Companies, Inc.
This Prospectus has not been submitted to the approval of the Autorité des marchés financiers.

Joint Lead Managers and Joint Bookrunners
BNP PARIBAS
CALYON CORPORATE AND INVESTMENT BANK
THE ROYAL BANK OF SCOTLAND

The date of this Prospectus is 19 May 2006

This Prospectus comprises a prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the "Prospectus
Directive") and for the purpose of giving information with regard to the Issuer, the Issuer and the Bonds which 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. The Issuer accepts responsibility for the information contained in
this document. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to
ensure that such is the case), the information contained in this document is in accordance with the facts and does
not omit anything likely to affect the import of such information.
This Prospectus does not constitute an offer of, or an invitation or solicitation by or on behalf of the Issuer or the
Managers (as defined in "Subscription and Sale" below) to subscribe or purchase, any of the Bonds. The
distribution of this Prospectus and the offering of the Bonds in certain jurisdictions, including France, the
United States of America and the United Kingdom, may be restricted by law. Persons into whose possession this
Prospectus comes are required by the Issuer and the Managers to inform themselves about and to observe any
such restrictions. For a description of certain restrictions on offers and sales of Bonds and distribution of this
Prospectus, see "Subscription and Sale" below.
No person is authorised to give any information or to make any representation not contained in this Prospectus
and any information or representation not so contained must not be relied upon as having been authorised by or
on behalf of the Issuer or the Managers. The delivery of this Prospectus at any time does not imply that the
information contained in it is correct as at any time subsequent to its date.
The Bonds have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"). Subject to certain exceptions, the Bonds may not be offered, sold or delivered within the
United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities
Act ("Regulation S")).
All references in this document to "euro", "EUR", "Euro" and "" refer to the currency introduced at the start of
the third stage of European economic and monetary union pursuant to the Treaty establishing the European
Community (signed in Rome on 25 March 1957), as amended.
Stabilisation
In connection with the issue of the Bonds, CALYON (the "Stabilising Manager") or any person acting on behalf
of the Stabilising Manager may over-allot Bonds (provided that the aggregate principal amount of Bonds alloted
does not exceed 105 per cent. of the aggregate principal amount of the Bonds) or effect transactions with a view
to supporting the market price of the bonds at a level higher than that which might otherwise prevail. However
there is no assurance that the Stabilising Manager (or any persons acting on behalf of the Stabilising Manager)
will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate
public disclosure of the terms of the offer of the Bonds is made and, if begun, may be ended at any time, but it
must end no later than the earlier of 30 days after the issue date of the Bonds and 60 days after the date of the
allotment of the Bonds. Such stabilisation shall be made in accordance with applicable laws and regulations.

2

TABLE OF CONTENTS

Page
RISK FACTORS ...................................................................................................................... 5
DOCUMENT INCORPORATED BY REFERENCE .......................................................... 9
TERMS AND CONDITIONS OF THE BONDS................................................................. 10
USE OF PROCEEDS ............................................................................................................. 21
DESCRIPTION OF THE ISSUER....................................................................................... 22
FINANCIAL INFORMATION ............................................................................................. 33
NON-CONSOLIDATED BALANCE SHEET OF THE ISSUER FOR THE YEAR
ENDED 31 DECEMBER 2005.............................................................................................. 33
FIVE YEAR FINANCIAL SUMMARY IN RESPECT OF THE NON-
CONSOLIDATED FINANCIAL STATEMENTS OF THE ISSUER ............................... 35
NON-CONSOLIDATED STATEMENT OF INCOME OF THE ISSUER FOR THE
YEAR ENDED 31 DECEMBER 2005 ................................................................................. 36
NON-CONSOLIDATED STATEMENT OF CASH FLOWS OF THE ISSUER FOR
THE YEAR ENDED 31 DECEMBER 2005 ........................................................................ 37
NOTES TO THE NON-CONSOLIDATED FINANCIAL STATEMENTS OF THE
ISSUER FOR THE YEAR ENDED 31 DECEMBER 2005 ............................................... 38
STATUTORY AUDITORS' REPORT ON THE NON-CONSOLIDATED ACCOUNTS
OF THE ISSUER FOR THE YEAR ENDED 31 DECEMBER 2005................................ 50
STATUTORY AUDITORS' REPORT ON THE NON-CONSOLIDATED ACCOUNTS
OF THE ISSUER FOR THE YEAR ENDED 31 DECEMBER 2004................................ 52
RECENT DEVELOPMENTS............................................................................................... 54
TAXATION ............................................................................................................................. 55
SUBSCRIPTION AND SALE ............................................................................................... 57
GENERAL INFORMATION................................................................................................ 59
3

RESPONSIBLE PERSONS IN RESPECT OF THE INFORMATION GIVEN IN THE
PROSPECTUS

To the best knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), the
information contained in this Prospectus is in accordance with the facts and contains no omission likely to affect
its import.

COFIROUTE
6-10 rue Troyon
92310 Sèvres
France
Duly represented by Henri Stouff
Président Directeur Général

4

RISK FACTORS
Prospective investors should consider carefully the risks set forth below and the other information contained in
this Prospectus prior to making any investment decision with respect to the Bonds. Each of the risks highlighted
below could have a material adverse effect on the business, operations, financial condition or prospects of the
Issuer, which, in turn, could have a material adverse effect on the amount of principal and interest which
investors will receive in respect of the Bonds. In addition, each of the risks highlighted below could adversely
affect the trading price of the Bonds or the rights of investors under the Bonds and, as a result, investors could
lose some or all of their investment.
Risk Factors relating to the Issuer
The motorway concession activity of the Issuer affords it with a 25-year period (as at 1 January 2006) of
visibility on the first concession agreement (interurban network) (as set out in "Description of the Issuer") and a
70-year period for the second concession agreement (A86) (as set out in "Description of the Issuer"). Some
general risks relating to the Issuer and its business are as follows: operational risks; building risks; diversification
risks; rating risk, risks relating to indebtedness, risks relating to rates, accounting risk related to the adoption of
IFRS accounting standards in the future, risks related to the "Toll Collect" project and risks related to the A86
motorway tunnels.
I.
Operational risks: Traffic and revenues
The Issuer's turnover is influenced by variable levels of traffic, toll prices increases and the extent to which their
customers are prepared to pay such prices. Traffic volumes depend upon a number of factors such as petrol
prices in France, availability of alternative means of transport, the economic conditions in Europe and
specifically for transportation via heavy goods vehicles, tourism (including seasonal travel), prevailing weather
conditions and quality, security and maintenance of the network. The Issuer can give no assurance that it will
have adequate means to adapt its operations in response to any significant changes in traffic volumes.
II. Building
risks
The Issuer is the employer (maître d'ouvrage) for building works carried out on the granted network and is
therefore exposed to risks associated with such works. Such risks may result in cost increases or in late opening
of structures. However, the majority of the works are carried out under turnkey contracts by companies
controlled by Vinci, Colas and Eiffage, the Issuer's shareholders, which bear the largest part of the building risks.
III. Diversification
risks
The Issuer's sales turnover is constituted at 98.4 per cent by toll revenues received under the concession
agreements. The balance is constituted by royalties related to sub-concessions (motorway service stations and
restaurants) and rental of optical fibres to telecommunication operators.
In addition, the Issuer exercises, through its non-consolidated subsidiary Cofiroute Participations, activities
outside the scope of the concession agreements (operation and maintenance activities linked to motorway
infrastructures) and activities outside France. Activities outside France consist essentially in operating
transportation infrastructures (a motorway in Chile and the United States, bridges and tunnels in the United
Kingdom and Greece) under services contracts.
In total, the subsidiaries of Cofiroute Participations performed 22 million euros of turnover in 2005 (part of
interest), essentially outside France.
The Issuer has a 10 per cent. interest in a consortium developing and operating an automated heavy goods
vehicle toll collection service on the German motorway network.
The Issuer considers that the risks related to the diversification of its business are limited.
IV.
Risks related to indebtedness and to rates
The Issuer's indebtedness levels have risen in 2005, mainly through the investment programme provided in the
interurban concession agreement and its amendments and the building of the East tunnel on the A86 motorway.
The Issuer's indebtedness will continue to grow until the completion of the program of work, in 2008 for the
interurban network and 2009 for the last opening of East tunnel of the A86.
5

The Issuer has set up a policy for the active management of its indebtedness which has lead it to index part of its
debt on a floating rate. However, to avoid excessive exposure to rising interest rates, the Issuer has hedged
against a significant rise in interest rates through derivative instruments such as caps (OTC contracts which
protect the buyer against a rise in interest rates beyond a pre-determined ceiling). The portion of fixed rate debt
or "capped" debt is presently set at approximately two-thirds of the Issuer's net indebtedness.
V.
Rating Risk
In March 2006, the Issuer was awarded a "A- outlook negative" rating from Standard & Poor's. The negative
outlook reflects uncertainties linked to the disposal by Eiffage of its stake in the Issuer. When these uncertainties
are cleared, Standard & Poor's will re-examine whether a one-notch rating differential between Vinci and
Cofiroute is still warranted. In particular, in the event that Vinci came to own two-thirds of voting rights,
Cofiroute's ratings would be equalised with those of Vinci, currently BBB+ stable outlook. Any such downgrade
would not automatically trigger an early redemption of the Issuer's indebtedness contracts.
The terms and conditions of the loan agreements between the Issuer as borrower and the European Investment
Bank (EIB) as lender, provide that if the Issuer is downgraded, the parties shall consult one another in order to
provide the lender with sufficient information to assess the situation. Following such consultation, the lender is
authorised to request the provision of guarantees or collateral in its favour. Unless the Issuer fails to satisfy this
request within a reasonable time, the lender may require an early redemption of the loans. Since the execution of
the loans mentioned above, the Issuer has been downgraded. The EIB after having considered the Issuer's
situation following such downgrade, has not requested the provision of guarantees or collateral, but is at liberty
to do so in future.
VI.
Accounting risk related to the adoption of IFRS accounting standards
The Issuer does not prepare consolidated financial statements due to the non-recurring and immaterial nature of
revenue from its subsidiaries to date. The clarification by the International Financial Reporting Interpretations
Committee (IFRIC) of the application of the IFRS rules to concession contracts is awaited. The introduction of
IFRS may affect the Issuer's financial non consolidated statements.
VII.
Risk related to the "Toll Collect" project
The Issuer has a 10 per cent interest in a consortium financing, developing and operating an automated heavy
goods vehicle toll collection service on the German motorway network. The entry into service initially planned
for 31 August 2003 has been delayed until 1 January 2006 for technical reasons and has generated losses. As a
result, the German government made various claims, in particular in respect of damages and penalties, against
the consortium which are currently dealt with through an arbitration procedure.
The consortium and its two majority partners Deutsche Telekom and DaimlerChrysler Financial Services on the
one side and the German Government on the other side, are in this arbitration procedure; the Issuer has not been
assigned personally.
The Issuer's liability in this consortium and in the operating company is however limited to 70 million by
contractual arrangements with the two majority partners, which amount has been fully paid as at 31 December
2004 and fully written down by the Issuer. Additional financing and guarantees have been and will be (if
necessary) provided by the majority partners of the consortium in the context of this project. The majority
partners have undertaken to indemnify the Issuer from any liability in connection with being a member of the
consortium that would exceed the 70 million maximum contribution, including advance payments in certain
instances.
VIII.
Risks related to the A86 motorway tunnels
This concession relates to the financing, construction and running of two toll tunnels located to the West of
Paris.
The first tunnel (the East tunnel), reserved to light vehicles, is being constructed. New studies relating to the
second tunnel (the West tunnel) are being carried out, at the request and under the control of the French State, in
order to reconsider the conditions under which it should be realised in light of the new security rules. No
realisation relating to the West tunnel will be started by Cofiroute until an amendment to the concession
agreement reflecting the State's decisions on this tunnel have been agreed. Such amendment could modify as
well terms and conditions of the concession in order to re-establish the financial equilibrium of the concession.
6

At completion, total construction costs of the East tunnel will amount to 1.7 billion euros, including additional
costs resulting from the new security rules. The tunnelling process of the first section of the East tunnel is
complete and this tunnel will be opened to traffic at the end of 2007. The second section is being constructed
with the view to be opened to traffic by end 2009. The progress which has been made so far in respect of
construction (nearly 54 per cent. as at 31 March 2006) and the fact that works are carried out under turnkey
contracts, limit the construction risk. The concession is granted to the Issuer for a period of 70 years following
the opening to traffic of both tunnels. The return on investment will depend on the traffic and on the
acceptability of tolls in urban zones.

Risk Factors relating to the Bonds
I.
Prior Market for the Bonds, Resale Restrictions
There can be no assurance that any market will develop and/or be maintained for the Bonds, or that holders of
the Bonds will be able to sell their Bonds in the secondary market in which case the market or trading price and
liquidity of the Bonds may be adversely affected.
II.
Fixed Rate Interest
Subsequent changes in interest rates may adversely affect the value of the Bonds.
III.
The Bonds may be redeemed prior to maturity
In the event that the Issuer would be obliged to pay additional amounts in respect of any Bonds due to any
withholding as provided in Condition 5(b) of the Terms and Conditions of the Bonds, the Issuer may and, in
certain circumstances, shall redeem all of the Bonds then outstanding in accordance with such Condition. As a
consequence, investors that choose to reinvest monies they receive through an early redemption may be able to
do so only in securities with a lower yield than the redeemed Bonds.
IV.
Change of Law
The Conditions of the Bonds are based on French law in effect as at the date of this Prospectus. No assurance
can be given as to the impact of any possible judicial decision or change in French law or the official application
or interpretation of French law after the date of this Prospectus.
V.
Taxation
Potential purchasers and sellers of the Bonds should be aware that they may be required to pay taxes or other
documentary charges or duties in accordance with the laws and practices of the country where the Bonds are
transferred or other jurisdictions. In some jurisdictions, no official statements of the tax authorities or court
decisions may be available for innovative financial Bonds such as the Bonds. Potential investors are advised not
to rely upon the tax summary contained in this Prospectus but to ask for their own tax adviser's advice on their
individual taxation with respect to the acquisition, sale and redemption of the Bonds. Only these advisors are in a
position to duly consider the specific situation of the potential investor. This investment consideration has to be
read in connection with the taxation sections of this Prospectus.
VI.
EU Saving Directive
The EU Savings Directive of 3 June 2003 (in this section "Risk Factors", the "Directive") provides that each
Member State is required, as from 1 July 2005 to give to the tax authorities of another Member State details of
payments of interest (or similar income) paid by a paying agent within its jurisdiction to an individual resident in
that other Member State, except that, for a transitional period, Belgium, Luxembourg and Austria will instead be
required (unless during that period they elect otherwise) to operate a withholding system in relation to such
payments unless the beneficiary elects for the exchange of information regime (the ending of such transitional
period being dependent upon the conclusion of certain agreements relating to information exchange with certain
other countries).
If a payment were to be made or collected through a Member State which has opted for a withholding system
and an amount of, or in respect of tax were to be withheld from that payment, neither the Issuer nor any paying
agent nor any other person would be obliged to pay additional amounts with respect to any Bond as a result of
the imposition of such withholding tax. If a withholding tax is imposed on payment made by a paying agent, the
7

Issuer will be required to maintain a paying agent in a Member State that will not be obliged to withhold or
deduct tax pursuant to the Directive.
VII.
Exchange Rate
Prospective investors of the Bonds should be aware that an investment in the Bonds may involve exchange rate
risks. The reference assets or the Bonds may be denominated in a currency other than the currency of the
purchaser's home jurisdiction; and/or the reference assets or the Bonds may be denominated in a currency other
than the currency in which a purchaser wishes to receive funds. Exchange rates between currencies are
determined by factors of supply and demand in the international currency markets which are influenced by
macro economic factors, speculation and central bank and government intervention (including the imposition of
currency controls and restrictions). Fluctuations in exchange rates may affect the value of the Bonds or the
reference assets.
8

DOCUMENT INCORPORATED BY REFERENCE

This Prospectus should be read and construed in conjunction with the Issuer's 2004 annual report which includes
the financial statements of the Issuer as at 31 December 2004 and 2003 which has been previously published and
that has been filed with the Luxembourg competent authority for the purpose of the Prospectus Directive and the
relevant implementing measures in the Grand Duchy of Luxembourg, and shall be incorporated in, and form part
of, this Prospectus.

The Issuer's 2004 annual report is available on the website of the Luxembourg Stock Exchange
("www.bourse.lu") and on the website of the Issuer ("www.cofiroute.fr"). It will also be available free of charge
to the public at the premises of the Paying Agent in Luxembourg.

The information incorporated by reference in this Prospectus shall be read in connection with the cross-reference
list below as set out in section "Cross Reference list".

CROSS-REFERENCE LIST IN RESPECT OF THE ISSUER'S 2004 FINANCIAL INFORMATION
2004 annual report of the Issuer
which includes the audited non-
Regulation Annex IX
consolidated annual financial
statements for the year ended 31
December 2004
11. Financial information concerning 11.1 Historical Financial Information

the Issuer's assets and liabilities, Balance sheet 52,
53
financial position and profits and
losses
Income statement 54
Accounting policies
55 to 57
Explanatory notes
58 to 62
11.2 Financial statements

11.3.1
Audit Report 65

9

TERMS AND CONDITIONS OF THE BONDS
The terms and conditions of the Bonds (the "Terms and Conditions") will be as follows:
The issue outside France of the Euro 750,000,000 5 per cent. Bonds due 2021 (the "Bonds") of Cofiroute
(Compagnie Financière et Industrielle des Autoroutes) (the "Issuer") has been authorised pursuant to a
resolution of the Conseil d'Administration of the Issuer dated 24 June 2005 and a decision of its Président
Directeur Général dated 11 May 2006. The Bonds are issued with the benefit of a fiscal and paying agency
agreement (the "Agency Agreement") dated 24 May 2006 between the Issuer and BNP Paribas Securities
Services, as fiscal agent and principal paying agent (the "Fiscal Agent", which expression shall, where the
context so admits, include any successor for the time being as Fiscal Agent) and the other paying agent named
therein (together with any additional paying agents, the "Paying Agents", which expression shall, where the
context so admits, include the Fiscal Agent and any successors for the time being of the Paying Agents). Holders
of the Bonds (the "Bondholders") are deemed to have notice of the provisions of the Agency Agreement
applicable to them. Certain statements in these Terms and Conditions are summaries of, and are subject to, the
detailed provisions of the Agency Agreement, copies of which are available for inspection at the specified offices
of the Paying Agents. References below to "Conditions" are, unless the context otherwise requires, to the
numbered paragraphs below.
1
Form, Denomination and Title
The Bonds will be issued in book-entry "dematerialised bearer" form (au porteur) in the denomination of
Euro 50,000 and will, upon issue, be inscribed in the books of Euroclear France which shall credit the
accounts of the relevant Euroclear France Account Holders (as defined below) entitled to hold directly or
indirectly accounts with Euroclear France, including the depositary banks of Euroclear, Brussels and of
Clearstream, Luxembourg and therefore no physical document of title (including "certificats
représentatifs" pursuant to Article R.211-7 of the French Code monétaire et financier (the "Code")) will
be issued in respect of the Bonds. Title to the Bonds will be evidenced in accordance with Article L.211-
4 of the Code.
For the purpose of these Terms and Conditions "Euroclear France Account Holders" shall mean any
authorised financial intermediary institution entitled to hold accounts, directly or indirectly, with
Euroclear France and include the depositary banks of Euroclear Bank SA/NV as operator of the Euroclear
System ("Euroclear, Brussels") and of Clearstream Banking, société anonyme ("Clearstream,
Luxembourg").
2
Status of the Bonds
The Bonds will constitute (subject to the provisions of Condition 3) direct, unconditional, unsecured and
unsubordinated obligations of the Issuer and will rank pari passu and without any preference among
themselves and (subject to such exceptions as are from time to time mandatory under French law) equally
and rateably with any other present or future, unsecured and unsubordinated indebtedness of the Issuer
without preference or priority by reason of date of issue, currency of payment or otherwise.
3 Negative
Pledge
The Issuer, so long as any of the Bonds remains outstanding, shall not secure any of its Relevant
Indebtedness (as defined below), or any guarantee or indemnity given by it in respect of Relevant
Indebtedness of other persons, by any mortgage, charge, lien, pledge or other security interest (sûreté
réelle) upon any of its present or future assets or revenues for the benefit of the holders of such Relevant
Indebtedness other than (i) for the avoidance of doubt as provided in sub-paragraph (ii) of the definition
of "Limited-recourse Borrowings" (as defined below) or (ii) by a security interest upon its shares (or
equity equivalent) in, or its rights under a loan made to, a Project Entity (as defined below) for the benefit
10