Obligation Eramet 4.196% ( FR0013284643 ) en EUR

Eramet

99.71 % ▼

France

FR0013284643 ( en EUR )

4.196% par an ( paiement annuel )

27/02/2024 - Obligation échue

Prospectus brochure de l'obligation Eramet FR0013284643 en EUR 4.196%, échue

100 000 EUR

500 000 000 EUR

L'Obligation émise par Eramet ( France ) , en EUR, avec le code ISIN FR0013284643, paye un coupon de 4.196% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 27/02/2024

Prospectus dated 26 September 2017

500,000,000 4.196 per cent. Bonds due 28 February 2024

Issue Price: 99.999 per cent. of the aggregate principal amount of the Bonds

The 500,000,000 4.196 per cent. bonds maturing on 28 February 2024 (the "Bonds") of ERAMET (the "Issuer") will be issued on
28 September 2017 (the "Issue Date").

Interest on the Bonds will accrue from, and including, the Issue Date at the rate of 4.196 per cent. per annum, payable annually in
arrears on 28 February in each year, and for the first time on 28 February 2018 for the period from, and including, the Issue Date to,
but excluding, 28 February 2018, as further described in "Terms and Conditions of the Bonds Interest" of this prospectus (the
"Prospectus").
Unless previously redeemed or purchased and cancelled, the Bonds will be redeemed at par on 28 February 2024 (the "Maturity
Date"). The Bonds may, and in certain circumstances shall, be redeemed before this date, in whole only but not in part, at their
principal amount, together with, any accrued interest, notably in the event that certain French taxes are imposed (see "Terms and
Conditions of the Bonds - Optional redemption for taxation reasons" and "Terms and Conditions of the Bonds Compulsory
redemption for tax reasons"). The Bonds may also be redeemed at the option of the Issuer (i) in whole only but not in part, at any
time prior to the Maturity Date at their relevant Make-whole Redemption Amount (see "Terms and Conditions of the Bonds Early
redemption at the Make-whole Redemption Amount"), (ii) in whole only but not in part at their principal amount, together with any
interest accrued thereon, during the three month-period prior to the Maturity Date (see "Terms and Conditions of the Bonds 
Residual maturity call option") or (iii) in whole only but not in part at their principal amount, together with any interest accrued
thereon, in the event that at least 80% of the initial aggregate principal amount of the Bonds has been purchased or redeemed by the
Issuer (see "Terms and Conditions of the Bonds -- Clean-up call option"). In addition, Bondholders will be entitled, in the event of a
Change of Control of the Issuer, to request the Issuer to redeem or purchase all of their Bonds at their principal amount together with
any accrued interest thereunder, all as defined, and in accordance with the provisions set out in "Terms and Conditions of the Bonds 
Redemption following a Change of Control".
The Bonds will be issued in dematerialised bearer form in the denomination of 100,000 each. Title to the Bonds will be evidenced
by book entries in accordance with Articles L. 211-3 et seq. and R. 211-1 et seq. of the French Code monétaire et financier. 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.
The Bonds will, upon issue, be registered in the books of Euroclear France which shall credit the accounts of the Account Holders.
"Account Holder" shall mean any intermediary institution entitled to hold, directly or indirectly, accounts on behalf of its customers
with Euroclear France ("Euroclear France"), Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and Euroclear
Bank S.A./N.V. ("Euroclear").
Application has been made to the Autorité des marchés financiers (the "AMF"), in its capacity as competent authority pursuant to
Article 212-2 of its Règlement Général, implementing Article 13 of Directive 2003/71/EC, as amended (the "Prospectus
Directive"), for the approval of this Prospectus as a prospectus for the purposes of Article 5.3 of the Prospectus Directive.
Application has been made to Euronext Paris S.A. for the Bonds to be admitted to trading on the regulated market of Euronext Paris
("Euronext Paris") with effect from the Issue Date. Euronext Paris is a regulated market for the purposes of the Markets in Financial
Instruments Directive, Directive 2004/39/EC, as amended, appearing on the list of regulated markets issued by the European
Securities Markets Authority.
Neither the Bonds nor the long-term debt of the Issuer are rated.
So long as any of the Bonds are outstanding, copies of this Prospectus and all the documents incorporated by reference herein may be
obtained, free of charge, at the registered office of the Issuer during normal business hours. Copies of this prospectus and all
documents incorporated by reference herein will also be available on the website of the Issuer (www.eramet.com) and on the website
of the AMF (www.amf-france.org).
See the "Risk Factors" section for a description of certain factors which should be considered by potential investors in
connection with any investment in the Bonds.

Joint Lead Managers
BNP Paribas
Crédit Agricole CIB
Deutsche Bank
Natixis
Société Générale Corporate & Investment Banking

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WS0101.26057466.1

This Prospectus has been prepared for the purpose of giving information with respect to the Issuer and the
Issuer and its subsidiaries taken as a whole (the "Group") which is necessary to enable investors to make an
informed assessment of the assets and liabilities, financial position and profit and losses of the Issuer, as well as
the Bonds.
The Joint Lead Managers (as defined in "Subscription and Sale" below) have not separately verified the
information contained in this Prospectus. The Joint Lead Managers do not make any representation, express or
implied, or accept any responsibility, with respect to the accuracy or completeness of any of the information
contained or incorporated by reference in this Prospectus. Neither this Prospectus nor any other information
supplied in connection with the offering of the Bonds is intended to provide the basis of any credit or other
evaluation and should not be considered as a recommendation by, or on behalf of, any of the Issuer or the Joint
Lead Managers that any recipient of this Prospectus or any other financial statements should purchase the
Bonds.
No person is authorised to give any information or to make any representation related to the issue, offering or
sale of the Bonds not contained in this Prospectus. Any information or representation not so contained herein
must not be relied upon as having been authorised by, or on behalf of, the Issuer or the Joint Lead Managers.
The delivery of this Prospectus or any offering or sale of Bonds at any time does not imply that (i) there has been
no change with respect to the Issuer or the Group, since the date hereof and (ii) the information contained or
incorporated by reference in it is correct as at any time subsequent to its date.
The Prospectus and any other information relating to the Issuer or the Bonds should not be considered as an
offer, an invitation, a recommendation by any of the Issuer or the Joint Lead Managers to subscribe or purchase
the Bonds. Each prospective investor of Bonds should determine for itself the relevance of the information
contained in this Prospectus and its purchase of Bonds should be based upon such investigation as it deems
necessary. The Joint Lead Managers undertake to review the financial or general condition of the Issuer during
the life of the arrangements contemplated by this Prospectus nor to advise any investor or prospective investor
in the Bonds of any information coming to its attention. Investors should review, inter alia, the documents
incorporated by reference into this Prospectus when deciding whether or not to subscribe for or to purchase the
Bonds. Investors should in particular conduct their own analysis and evaluation of risks relating to the Issuer,
its business, its financial condition and the issued Bonds and consult their own financial or legal advisers about
risks associated with investment Bonds and the suitability of investing in the Bonds in light of their particular
circumstances. Potential investors should read carefully the section entitled "Risk Factors" set out in this
Prospectus before making a decision to invest in the Bonds.
The distribution of this Prospectus and the offering or the sale of the Bonds in certain jurisdictions may be
restricted by law or regulation. The Issuer and the Joint Lead Managers do not represent that this Prospectus
may be lawfully distributed, or that any Bonds may be lawfully offered or sold, in compliance with any
applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available
thereunder, or assume any obligation or responsibility for facilitating any such distribution, offering or sale. In
particular, no action has been or will be taken by the Issuer or any of the Joint Lead Managers which is intended
to permit a public offering of any Bonds or distribution of this Prospectus in any jurisdiction where action for
that purpose is required. Accordingly, no Bond may be offered or sold, directly or indirectly, and neither this
Prospectus nor any offering material may be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with any applicable laws and regulations. Persons into whose
possession this Prospectus comes are required by the Issuer and the Joint Lead Managers to inform themselves
about and to observe any such restrictions. For a further description of certain restrictions on offers and sales of
Bonds and distribution of this Prospectus and of any other offering material relating to the Bonds, see
"Subscription and Sale" below.
This Prospectus has not been and will not be submitted for approval to any authority other than the Autorité des
marchés financiers in France.
The Bonds have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United
States. In accordance with U.S. laws, and subject to certain exceptions, the Bonds may not be offered or sold,
directly or indirectly, 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 (the "Regulation S")). Accordingly, the Bonds will be offered and sold
outside the United States to non U.S. persons in offshore transactions in reliance on Regulation S.
In this Prospectus, references to "", "EURO", "EUR" or to "Euro" are to the lawful currency of the member
states of the European Union.

WS0101.26057466.1

TABLE OF CONTENTS

RISK FACTORS .................................................................................................................................................... 4
DOCUMENTS INCORPORATED BY REFERENCE ...................................................................................... 9
TERMS AND CONDITIONS OF THE BONDS ............................................................................................... 17
USE OF PROCEEDS ........................................................................................................................................... 29
DESCRIPTION OF THE ISSUER ..................................................................................................................... 30
RECENT DEVELOPMENTS ............................................................................................................................. 31
TAXATION .......................................................................................................................................................... 31
SUBSCRIPTION AND SALE ............................................................................................................................. 38
GENERAL INFORMATION ............................................................................................................................. 41
PERSON RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE PROSPECTUS .............. 43

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R I S K F A C TO R S
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Bonds.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated with
the Bonds are also described below. All of these factors are contingencies which may or may not occur and the
Issuer is not in a position to express a view on the likelihood of any such contingency occurring.
The following are certain risk factors relating to the Issuer and the Bonds of which prospective investors should
be aware. Prior to making an investment decision, prospective investors should consider carefully all the
information set out and incorporated by reference in this Prospectus, including in particular the risk factors
detailed below, and consult with their own financial and legal advisors as to the risks entailed by an investment
in the Bonds. The following statements are not exhaustive. In addition, investors should be aware that the risks
described hereunder (i) could not describe all the risks the Issuer faces or all the risks of an investment in the
Bonds, and (ii) may be combined and thus interrelated with one another. Prospective investors should make
their own independent evaluations of all investment considerations and should also read the detailed
information set out elsewhere in this Prospectus. The Bonds should only be purchased, subject to any applicable
laws and regulations, by investors who are financial institutions or other professional investors who are able to
assess the specific risks implied by an investment in the Bonds.
The order of presentation of the risk factors below is not an indication of their importance or of their probability
of occurrence. Terms defined in "Terms and Conditions of the Bonds" below shall have the same meaning where
used below.
1.
Risks relating to the Issuer
The Group carries out its business activities in a rapidly changing environment, which creates risks for the
Group, many of which are beyond its control. The risks and uncertainties described herein are not the only ones
which the Group faces or will face in the future. Other risks and uncertainties of which the Group is currently
unaware or that it deems not to be significant as of the date of this Prospectus could also adversely affect its
business activities, financial situation results, or future prospects.
Risk factors relating to the Issuer and its activity are set out on pages 65 to 73 of the 2016 Registration
Document, and include the following:
commodity risks;
risks associated with the Group's partners, which include political risks;
mining and industrial risks;
legal risks, which include tax risks and disputes; and
liquidity, market and counterparty risks, which include currency risks.
2.
Risks relating to the Bonds
(a)
Risks related to Investors
The Bonds may not be a suitable investment for all investors
Each potential investor in the Bonds must determine, based on its own independent review and such professional
advice as it deems appropriate under the circumstances, that its acquisition of the Bonds is fully consistent with
its financial needs, objectives and condition, complies and is fully consistent with all investment policies,
guidelines and restrictions applicable to it and is a fit, proper and suitable investment for it in light of such
investor's own circumstances, notwithstanding the clear and substantial risks inherent in investing in or holding
the Bonds. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits
and risks of investing in the Bonds and the information contained or incorporated by reference in this
Prospectus;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Bonds and the impact such investment will have on
its overall investment portfolio;
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WS0101.26057466.1

(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds;
(iv)
understand thoroughly the terms of the Bonds; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
relevant risks.
Some potential investors are subject to restricting investment regulations. These potential investors are strongly
advised to consult their legal counsel in order to comply with the law and regulations that are applicable to it
including those detailed in this Prospectus and in order to determine whether investment in the Bonds is
authorised by law, whether such investment is compatible with their other borrowings and whether other selling
restrictions are applicable to them.
Legality of Purchase
Neither the Issuer, nor the Joint Lead Managers nor any of their respective affiliates has or assumes
responsibility for the lawfulness of the subscription or acquisition of the Bonds by a prospective investor in the
Bonds, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates (if
different), or for compliance by that prospective investor with any law, regulation or regulatory policy applicable
to it.
(b)
Risks related to the Bonds generally
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 "Terms and Conditions of the Bonds Taxation", the Issuer may and, in certain
circumstances shall, redeem all of the Bonds then outstanding in accordance with such Terms and Conditions.
The Terms and Conditions of the Bonds also provide that the Bonds are redeemable at the option of the Issuer in
certain other circumstances (see "Terms and Conditions of the Bonds - Early redemption at the Make-whole
Redemption Amount ", "Terms and Conditions of the Bonds Residual maturity call option" and "Terms and
Conditions of the Bonds - Clean-up call option") and, accordingly, the Issuer may choose to redeem the Bonds at
times when prevailing interest rates may be relatively low. During a period when the Issuer may elect to redeem
Bonds, such Bonds may feature a market value not substantially above the price at which they can be redeemed.
With respect to the Clean-up call option as provided in "Terms and Conditions of the Bonds Clean-up call
option", there is no obligation under the Terms and Conditions of the Bonds for the Issuer to inform the
Bondholders if and when the threshold of eighty (80%) per cent. of the initial aggregate principal amount of the
Bonds (including for the avoidance of doubt the initial aggregate principal amount of any further Bonds issued)
has been reached or is about to be reached. In addition, the Issuer's right to redeem will exist notwithstanding
that immediately prior to the serving of a notice in respect of the exercise of this option, the Bonds may have
been trading significantly above par, thus potentially resulting in a loss of capital invested.
Further, if an Event of Default occurred and has not been cured, as provided in "Terms and Conditions of the
Bonds Events of Default", then any Bondholder may cause all, but not some only, of the Bonds held by it to
become immediately due and payable in accordance with such Terms and Conditions.
Any early redemption of the Bonds may result, for the Bondholders, in a yield that is considerably lower than
anticipated. In addition, investors may not be able to reinvest the moneys they receive upon such early
redemption in securities with the same yield as the redeemed Bonds.
Early redemption at the option of the Bondholders
In the event of a Change of Control of the Issuer (as more fully described in "Terms and Conditions of the Bonds
- Redemption following a Change of Control"), each Bondholder will have the right to request the Issuer to
redeem or purchase all of its Bonds at their principal amount together with any accrued interest. In such case,
any trading market in respect of those Bonds in respect of which such redemption right is not exercised may
become illiquid. In addition, investors may not be able to reinvest the moneys they receive upon such early
redemption in securities with the same yield as the redeemed Bonds.
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The Bonds are not protected by restrictive covenants and the Issuer may incur additional indebtedness.
The Terms and Conditions of the Bonds contain a negative pledge undertaking that prohibits the Issuer and its
Material Subsidiaries from creating any Security to secure any Relevant Debt unless, at the same time or prior
thereto, the Issuer's obligations under the Bonds are equally and rateably secured therewith (see "Terms and
Conditions of the Bonds Negative Pledge"). Such Terms and Conditions of the Bonds do not contain any
financial covenant.
Subject to this negative pledge, the Issuer and its subsidiaries may incur significant additional debt that could be
considered before or rank equally with the Bonds. Accordingly, if the Issuer incurs significant additional debt
ranking equally with the Bonds, it will increase the number of claims that would be entitled to share rateably
with the Bondholders in any proceeds distributed in connection with an insolvency, bankruptcy or similar
proceeding.
Sale of Bonds prior to maturity
If a Bondholder sells its Bonds any time before the Maturity Date, the sale may occur at a price that is not equal
to the nominal value of the Bonds.
Modification of the Terms and Conditions of the Bonds
Bondholders will be grouped automatically for the defence of their common interests in a Masse, as defined in
"Terms and Conditions of the Bonds - Representation of Bondholders", and a general meeting of Bondholders
can be held. The Terms and Conditions of the Bonds permit in certain cases defined majorities to bind all
Bondholders including Bondholders who did not attend and vote at the relevant general meeting and
Bondholders who voted in a manner contrary to the majority.
The general meeting of Bondholders may, subject to the provisions set out in "Terms and Conditions of the
Bonds - Representation of Bondholders", deliberate on any proposal relating to the modification of the Terms
and Conditions of the Bonds, notably on any proposal, whether for arbitration or settlement, relating to rights in
controversy or which were subject of judicial decisions.
Potential Conflicts of Interest
Certain of the Joint Lead Managers and their affiliates have engaged, and/or may in the future engage, in
investment banking and/or commercial banking transactions with, and may perform services for, the Issuer, the
Group and their affiliates in the ordinary course of business. In addition, in the ordinary course of their business
activities, the Joint Lead Managers and their affiliates may make or hold a broad array of investments and
actively trade debt and equity securities (or related derivative securities) and financial instruments (including
bank loans) for their own account and for the accounts of their customers. Such investments and securities
activities may involve securities and/or instruments of the Issuer or other entities of the Group. Certain of the
Joint Lead Managers or their affiliates that have a lending relationship with the Issuer or other entities of the
Group routinely hedge their credit exposure to the Issuer or, as the case may be, such other entities of the Group
consistent with their customary risk management policies. Typically, such Joint Lead Managers and their
affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit
default swaps or the creation of short positions in securities, including potentially the Bonds issued. Any such
short positions could adversely affect future trading prices of Bonds issued. The Joint Lead Managers and their
affiliates may also make investment recommendations and/or publish or express independent research views in
respect of such securities or financial instruments and may hold, or recommend to clients that they acquire.
Absence of Rating
Neither the Bonds nor the long-term debt of the Issuer are rated. One or more independent credit rating agencies
may assign credit ratings to the Bonds on an unsolicited basis. The ratings may not reflect the potential impact of
all risks related to structure, market, additional factors discussed above, and other factors that may affect the
value of the Bonds. A rating or the absence of a rating is not a recommendation to buy, sell or hold securities.
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, or in accordance with any applicable double tax treaty. In some jurisdictions,
no official statements of the tax authorities or court decisions may be available for 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
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WS0101.26057466.1

advice on their individual taxation with respect to the acquisition, holding, sale and redemption of the Bonds.
Only these advisers are in a position to duly consider the specific situation of the potential investor. This risk
factor has to be read in connection with the taxation sections of this Prospectus and in the additional tax sections,
if any, contained in any relevant supplement to the Prospectus.
Transactions on the Bonds could be subject to the proposed European financial transactions tax (the "FTT"), if
adopted
On 14 February 2013, the European Commission has published a proposal for a Directive for a common FTT in
Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the
"Participating Member States").
In 2016, Estonia officially indicated that it will no longer be a Participating Member State.
The proposed FTT has very broad scope and could, if introduced in its current form, apply to certain dealings in
the Bonds (including secondary market transactions) in certain circumstances.
Under current proposals the FTT could apply in certain circumstances to persons both within and outside of the
participating Member States. Generally, it would apply to certain dealings in the Bonds where at least one party
is a financial institution established in a Participating Member State, and at least one party is established in a
participating Member State. A financial institution may be, or be deemed to be, "established" in a Participating
Member State in a broad range of circumstances, including (a) by transacting with a person established in a
Participating Member State or (b) where the financial instrument which is subject to the dealings is issued in a
Participating Member State.
However, the FTT proposal remains subject to negotiation between the participating Member States. It may
therefore be altered prior to any implementation, the timing of which remains unclear. Additional EU Member
States may decide to participate.
If the proposed directive or any similar tax were adopted, transactions on the Bonds would be subject to higher
costs.
Prospective holders of the Bonds are advised to seek their own professional advice in relation to the FTT.
French Insolvency Law
Under French insolvency law, notwithstanding any clause to the contrary, holders of debt securities (obligations)
are automatically grouped into a single assembly of holders (the "Assembly") in order to defend their common
interests if a preservation procedure (procédure de sauvegarde), an accelerated preservation procedure
(procédure de sauvegarde accélérée), an accelerated financial preservation procedure (procédure de sauvegarde
financière accélérée) or a judicial reorganisation procedure (procédure de redressement judiciaire) is opened in
France with respect to the Issuer.

The Assembly comprises holders of all debt securities (obligations) issued by the Issuer (including the Bonds),
regardless of their governing law.

The Assembly deliberates on the draft preservation plan (projet de plan de sauvegarde), draft accelerated
preservation plan (projet de plan de sauvegarde accélérée), draft accelerated financial preservation plan (projet
de plan de sauvegarde financière accélérée) or judicial reorganisation plan (projet de plan de redressement)
applicable to the Issuer and may further agree to:

-
increase the liabilities (charges) of such holders of debt securities (including the Bondholders) by
rescheduling and/or writing-off debts;
-
establish an unequal treatment between holders of debt securities (including the Bondholders) as
appropriate under the circumstances; and/or
-
decide to convert debt securities (including the Bonds) into securities that give or may give right to
share capital.
Decisions of the Assembly will be taken by a two-third (2/3rd) majority (calculated as a proportion of the debt
securities held by the holders attending such Assembly or represented thereat). No quorum is required to hold the
Assembly. Bondholders holding debt securities (obligations) whose payment conditions will not be modified by
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WS0101.26057466.1

the proposed plan or which will be fully paid-up in cash upon adoption of the proposed plan do not participate in
the vote.
For the avoidance of doubt, the provisions relating to the Representation of the Bondholders described in the
Terms and Conditions of the Bonds set out in this Prospectus will not be applicable to the extent they conflict
with compulsory insolvency law provisions that apply in these circumstances.
Change of law
The Terms and 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 or administrative decision or change to French
law or administrative practice after the date of this Prospectus.
(c)
Risks related to the market generally
Market value of the Bonds
The market value of the Bonds will be affected by the creditworthiness of the Issuer and a number of additional
factors, including market interest and yield rates.
The value of the Bonds depends on a number of interrelated factors, including economic, financial and political
events in France or elsewhere, including factors affecting capital markets generally and the stock exchange on
which the Bonds are traded. The price at which a Bondholder will be able to sell the Bonds may be at a discount,
which could be substantial, from the issue price or the purchase price paid by such purchaser.
A secondary market for the Bonds might not develop nor be liquid
An investment in the Bonds should be considered primarily with a view to holding them until their maturity. The
Bonds may have no established trading market when issued, and one may never develop. If a market does
develop, it may not be liquid. Therefore, investors may not be able to sell their Bonds easily or at prices that
provide them with a yield comparable to similar investments that have a developed secondary market. Illiquidity
may have an adverse effect on the market value of Bonds.
Credit risk of the Issuer
The value of the Bonds will depend on the credit worthiness of the Issuer. If the credit worthiness of the Issuer
deteriorates, the risk that the Issuer may be unable to meet its financial obligations under the Bonds may
increase. The value of the Bonds may decrease and investors may lose all or part of their investment.
Exchange rate risks
The Issuer will pay principal and interest on the Bonds in euro. This presents certain risks relating to currency
conversions if an investor's financial activities are denominated principally in a currency or currency unit other
than euro. These include the risk that exchange rates may significantly change (including changes due to
devaluation of euro or revaluation of the investor's currency) and the risk that authorities with jurisdiction over
the investor's currency may impose or modify exchange controls. As a result, investors may receive less interest
or principal than expected.
Interest rate risks
The Bonds bearing interest at a fixed rate, investment in the Bonds involves the risk that subsequent changes in
market interest rates may adversely affect the value of the Bonds.
The actual yield of the Bonds may be reduced by transaction costs
When the Bonds are purchased or sold, several types of incidental costs are incurred in addition to the current
price of the Bonds (including transaction fees, commissions and any additional or follow-up costs in connection
with the purchase, custody or sale of the Bonds) which may significantly reduce or even exclude the potential
profit of the Bonds.

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WS0101.26057466.1

D O C U M E N T S IN C O R P O R A T ED B Y R EF ER EN C E
This Prospectus shall be read and construed in conjunction with the following documents which have been filed
with the AMF and which are incorporated in, and shall be deemed to form part of, this Prospectus:
(a)
the sections referred to in the table below included in the French language version of the 2015
registration document (document de référence 2015) of the Issuer (the "2015 Registration
Document") which was filed with the AMF on 7 April 2016 under the registration no. D.16-0301;
(b)
the sections referred to in the table below included in the French language version of the 2016
registration document (document de référence 2016) of the Issuer (the "2016 Registration
Document") which was filed with the AMF on 24 March 2017 under the registration no. D.17-0221;
and
(c)
the sections referred to in the table below included in the French language version of the 2017 half-
year financial report (rapport financier semestriel 2017) of the Issuer, including the unaudited
financial statements of the Issuer for the first half-year 2017, the related notes thereto and the
associated review report (the "2017 Half-Year Financial Report").
Copies of the documents incorporated by reference are available without charge (i) on the website of the Issuer
(www.eramet.com) and (ii) upon request at the registered office of the Issuer during normal business hours so
long as any of the Bonds is outstanding. Copies of the 2015 Registration Document, the 2016 Registration
Document and the 2017 Half-Year Financial Report are also available on the website of the AMF (www.amf-
france.org).
Free English translations of the 2015 Registration Document, the 2016 Registration Document and the 2017
Half-Year Financial Report are available on the website of the Issuer (www.eramet.com). These documents are
available for information purposes only and are not incorporated by reference in this Prospectus. The only
binding versions are French language versions.
The information incorporated by reference in this Prospectus shall be read in connection with the cross-reference
list below.

Annex IX of the European
2015 Registration
2016 Registration
2017 Half-Year
Rule
Regulation (EC) 809/2004 of
Document
Document
Financial Report
29 April 2004, as amended
(page number)
(page number)
(page number)
1.
PERSONS RESPONSIBLE

1.1.
All persons responsible for the
information given in the
registration document and, as
the case may be, for certain
parts of it, with, in the latter
case, an indication of such parts.
In the case of natural persons
Not Applicable
Not Applicable
Not Applicable
including members of the
issuer's administrative,
management or supervisory
bodies indicate the name and
function of the person; in case
of legal persons indicate the
name and registered office.
1.2.
A declaration by those
responsible for the registration
document that, having taken all
Not Applicable
Not Applicable
Not Applicable
reasonable care to ensure that
such is the case, the information
contained in the registration
9

WS0101.26057466.1

Annex IX of the European
2015 Registration
2016 Registration
2017 Half-Year
Rule
Regulation (EC) 809/2004 of
Document
Document
Financial Report
29 April 2004, as amended
(page number)
(page number)
(page number)
document is, to the best of their
knowledge, in accordance with
the facts and contains no
omission likely to affect its
import. As the case may be,
declaration by those responsible
for certain parts of the
registration document that,
having taken all reasonable care
to ensure that such is the case,
the information contained in the
part of the registration
document for which they are
responsible is, to the best of
their knowledge, in accordance
with the facts and contains no
omission likely to affect its
import.
2.
STATUTORY AUDITORS

2.1.
Names and addresses of the
issuer's auditors for the period
covered by the historical
Not Applicable
Not Applicable
Not Applicable
financial information (together
with their membership in a
professional body).
2.2.
If auditors have resigned, been
removed or not been re-
appointed during the period
Not Applicable
Not Applicable
Not Applicable
covered by the historical
financial information, details if
material.
3.
RISK FACTORS

3.1.
Prominent disclosure of risk
factors that may affect the
issuer's ability to fulfil its
Not Applicable
65-73
5
obligations under the securities
to investors in a section headed
"Risk Factors".
4.
INFORMATION ABOUT

THE ISSUER
4.1.
History and development of the

Issuer
the legal and commercial name
4.1.1.
Not Applicable
290
Not Applicable
of the issuer;
the place of registration of the
4.1.2.
issuer and its registration
Not Applicable
290
Not Applicable
number;
the date of incorporation and the
4.1.3.
Not Applicable
290
Not Applicable
length of life of the issuer,
10

WS0101.26057466.1