Obligation Humanis Prevoyance 5.75% ( FR0012990661 ) en EUR

Humanis Prevoyance

99.58 % ▼

France

FR0012990661 ( en EUR )

5.75% par an ( paiement annuel )

22/10/2025

Prospectus brochure de l'obligation Humanis Prevoyance FR0012990661 en EUR 5.75%, échéance 22/10/2025

100 000 EUR

250 000 000 EUR

22/10/2024 ( Dans 174 jours )

L'Obligation émise par Humanis Prevoyance ( France ) , en EUR, avec le code ISIN FR0012990661, paye un coupon de 5.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 22/10/2025

PROSPECTUS DATED 20 OCTOBER 2015

Humanis Prévoyance
250,00,000 5.75 per cent. subordinated notes due 2025 (the "Notes")
Issue Price: 100 per cent.
This prospectus (the "Prospectus") does not constitute a prospectus for the purposes of the Directive 2003/71/EC of the European Parliament and of
the Council dated 4 November 2003, as amended (the "Prospectus Directive"). Accordingly, this Prospectus has not been and will not be submitted
for approval to any competent authority within the meaning of the Prospectus Directive and in particular the Luxembourg Commission de
Surveillance du Secteur Financier or the French Autorité des Marchés Financiers.
Application has been made to the Luxembourg Stock Exchange, in its capacity as market operator of the Euro MTF Market (the "Euro MTF
Market") under the rules and regulations of the Luxembourg Stock Exchange, to approve the final Prospectus pursuant to part IV of the Luxembourg
law on prospectuses for securities dated 10 July 2005, as amended by the Luxembourg laws dated 3 July 2012 and 21 December 2012. Application
has been made for the Notes to be listed on the official list of the Luxembourg Stock Exchange and to be admitted to trading on the Euro MTF
Market. The Euro MTF Market is not a regulated market for the purposes of the Directive 2004/39/EC on markets in financial instruments.
The Notes of Humanis Prévoyance (the "Issuer" or "Humanis Prévoyance") will be issued outside the Republic of France on 22 October 2015 (the
"Issue Date") in the denomination of 100,000 each.
The Notes are the liabilities of the Issuer only and Investors will have no recourse against the other members of the Humanis Group.
The Notes constitute direct, unconditional, unsecured and dated subordinated obligations of the Issuer and the Notes rank and will rank pari passu
without any preference among themselves and with other ordinarily subordinated obligations of the Issuer.
Pursuant to Article L.931-22 of the French Code de la sécurité sociale, a lien (privilège) over the movable assets of the Issuer is granted for the
benefit of the Issuer's policyholders. Noteholders, even if they are policyholders of the Issuer, do not have the benefit of such lien in relation to
amounts due under the Notes.
The Issuer may (subject, in particular, to the prior approval of the Relevant Supervisory Authority) redeem the Notes at any time for tax reasons or
following a Capital Disqualification Event or if the conditions for a clean-up redemption are satisfied, as set out in "Terms and Conditions of the
Notes -- Redemption and Purchase".
Each Note will bear interest on its principal amount from the Issue Date to 22 October 2025 (the "Scheduled Maturity Date"), at a fixed rate of 5.75
per cent. per annum payable annually in arrear on 22 October in each year, commencing on 22 October 2016, as further specified in "Terms and
Conditions of the Notes -- Interest". Payment of interest on the Notes shall be deferred under certain circumstances, as set out in "Terms and
Conditions of the Notes - Interest - Interest Deferral".
The Notes will be issued in dematerialised bearer form (au porteur). Title to the Notes will be evidenced in accordance with Article L.211-3 and
R.211-1 of the French Code monétaire et financier by book-entries (inscription en compte) in the books of Account Holders. 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
Notes. The Notes will, upon issue, be inscribed in the books of Euroclear France, which shall credit the accounts of the Account Holders, as set out in
"Terms and Conditions of the Notes Denomination, Form and Title of the Notes".
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under any securities
law of any state or other jurisdiction of the United States and may not be offered or sold within the United States or, or for the account or benefit of, to
U.S. persons (as defined in Regulation S under the Securities Act) except in transactions exempt from or not subject to the registration requirements
of the Securities Act and in compliance with any applicable state securities laws. Accordingly, the Issuer is offering the Notes only to non-U.S.
persons outside the United States in offshore transactions within the meaning of and in reliance upon Regulation S under the Securities Act
("Regulation S"). For a description of certain restrictions on offers and sales of Notes and on distribution of this Prospectus, see "Subscription and
Sale".
Neither the Notes nor the longterm debt of the Issuer has been rated.
Copies of this Prospectus are available on the websites of the Luxembourg Stock Exchange (www.bourse.lu) and of the Humanis Group
(http://www.humanis.com) and may be obtained, without charge on request, at the principal office of the Issuer during normal business hours. Copies
of all documents incorporated by reference in this Prospectus are available (i) on the website of the Luxembourg Stock Exchange (www.bourse.lu)
and (ii) on the website of the Humanis Group (http://www.humanis.com) and may be obtained, without charge on request, at the principal office of
the Issuer during normal business hours.
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An investment in the Notes involves certain risks. Potential investors should review all the information contained or incorporated by
reference in this document and, in particular, the information set out in the section entitled "Risk Factors" before making a decision to invest
in the Notes.
Structuring Advisor, Joint Bookrunner and Joint Lead Manager
BNP Paribas
Joint Bookrunner and Joint Lead Manager
Natixis

2

Unless otherwise specified herein, references to the Humanis Prévoyance Combined Group
(HPCG), the Humanis Insurance SGAPS Group (HISG), the Humanis Group are references to the
definitions given to these terms in section 3 below entitled "Description of the Issuer".
This Prospectus is to be read in conjunction with any supplement that may be published, and all
documents which are incorporated herein by reference (see the section entitled "Documents
Incorporated by Reference"). This Prospectus shall be read and construed on the basis that such
documents are incorporated in, and form part of, this Prospectus.
The Joint Lead Managers (as defined in the section entitled "Subscription and Sale") have not
independently verified the information contained herein. Accordingly, no representation, warranty
or undertaking, express or implied, is made and no responsibility or liability is accepted by the
Joint Lead Managers as to the accuracy or completeness of any of the information contained or
incorporated by reference in this Prospectus or any other information provided by the Issuer in
connection with the issue and sale of the Notes.
This Prospectus does not constitute a prospectus for the purpose of the Prospectus Directive and
has been prepared for the purposes of giving information with regard to the Issuer and the Notes,
and selected information on other undertakings of the Humanis Group, which, according to the
particular nature of the Issuer and the Notes, 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.
In connection with the issue and sale of the Notes, no person is or has been authorised by the Issuer
or the Joint Lead Managers to give any information or to make any representation not contained in
or not consistent with this Prospectus and if given or made, such information or representation
must not be relied upon as having been authorised by the Issuer or the Joint Lead Managers.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuer is correct at any
time subsequent to the date hereof or that there has been no change in the affairs of the Issuer since
the date hereof or the date upon which this Prospectus has been most recently supplemented or that
there has been no adverse change in the financial position of the Issuer since the date hereof or the
date upon which this Prospectus has been most recently supplemented or that any other information
supplied in connection with the issue and sale of the Notes is correct as of any time subsequent to
the date indicated in the document containing the same. The Joint Lead Managers do not undertake
to review the financial condition or affairs of the Issuer during the life of the Notes or to advise any
investor in the Notes 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 any Notes.
Neither this Prospectus nor any other information supplied in connection with the issue and sale of
the Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be
considered as a recommendation by the Issuer or the Joint Lead Managers that any recipient of this
Prospectus or any other information supplied in connection with the issue and sale of the Notes
should purchase any Notes. Neither this Prospectus nor any other information supplied in
connection with the issue and sale of the Notes constitutes an offer or invitation by or on behalf of
the Issuer or the Joint Lead Managers to any person to subscribe for or to purchase any Notes.
In making an investment decision regarding the Notes, prospective investors should rely on their
own independent investigation and appraisal of (a) the Issuer, its business, its financial condition
and affairs and (b) the terms of the offering, including the merits and risks involved. The content of
3

this Prospectus is not to be construed as legal, business or tax advice. Each prospective investor
should consult its own advisers as to legal, tax, financial, credit and related aspects of an
investment in the Notes and the suitability of investing in the Notes in light of its particular
circumstances. None of the Joint Lead Managers undertakes to review the financial condition or
affairs of the Issuer or of the other undertakings of the Humanis Group, after the date of this
Prospectus nor to advise any investor or potential investor in the Notes of any information coming
to the attention of any of the Joint Lead Managers. Potential investors should, in particular, read
carefully the section entitled "Risk Factors" set out below before making a decision to invest in the
Notes.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. The distribution of this Prospectus and the offer or sale of Notes may be restricted by
law in certain jurisdictions. The Issuer and the Joint Lead Managers do not represent that this
Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in compliance
with any applicable registration or other requirements in any such jurisdiction, or pursuant to an
exemption available thereunder, or assume any responsibility for facilitating any such distribution
or offering. In particular, no action has been taken by the Issuer or the Joint Lead Managers which
would permit a public offering of any Notes or distribution of this Prospectus in any jurisdiction
where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or
indirectly, and neither this Prospectus nor any advertisement or other 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 or any Notes may come must inform themselves about, and observe, any such
restrictions on the distribution of this Prospectus and the offering and sale of Notes. In particular,
there are restrictions on the distribution of this Prospectus and the offer or sale of Notes in the
United States, the United Kingdom and France, see the section entitled "Subscription and Sale".
The Notes have not been and will not be registered under the United States Securities Act of 1933,
as amended (the "Securities Act"). Subject to certain exceptions, the Notes may not be offered or
sold within the United States (as defined in Regulation S under the Securities Act). For a further
description of certain restrictions on the offering and sale of the Notes and on distribution of this
document, see "Subscription and Sale" herein.
In this Prospectus, unless otherwise specified or the context requires, references to euro, EUR and
are to the single currency of the participating member states of the European Economic and
Monetary Union which was introduced on 1 January 1999.
In connection with the issue of the Notes, BNP Paribas (herein referred to as the "Stabilising
Manager"), (or persons acting on behalf of the Stabilising Manager), may over-allot or effect
transactions with a view to supporting the market price of the Notes at a level higher than that
which might otherwise prevail but in doing so the Stabilising Manager shall act as principal and
not as agent of the Issuer. However, there is no assurance that the Stabilising Manager (or persons
acting on behalf of the Stabilising Managers) will undertake stabilisation action. Any stabilisation
action may begin on or after the date on which adequate public disclosure of the final terms of the
offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the
earlier of thirty (30) calendar days after the issue date of the Notes and sixty (60) calendar days
after the date of the allotment of the Notes. Any stabilisation action or over-allotment must be
conducted by the Stabilising Manager (or person(s) acting on its behalf) in accordance with all
applicable laws and rules. As between the Issuer and the Stabilising Manager, any loss resulting
from over-allotment and stabilisation shall be borne, and any profit arising therefrom shall be
retained, by the Stabilising Manager.

4

FORWARD-LOOKING STATEMENTS
Certain statements contained herein are forward-looking statements including, but not limited to,
statements that are predictions of or indicate future events, trends, business strategies, expansion
and growth of operations plans or objectives, competitive advantage and regulatory changes, based
on certain assumptions and include any statement that does not directly relate to a historical fact or
current fact. The Issuer and the other undertakings of the Humanis Group may also make forward-
looking statements in their audited annual financial statements, in their interim financial statements,
in their prospectuses, in press releases and other written materials and in oral statements made by
their officers, directors or employees to third parties. Forward-looking statements are typically
identified by words or phrases such as, without limitation, "anticipate", "assume", "believe",
"continue", "estimate", "expect", "foresee", "intend", "may increase" and "may fluctuate" and
similar expressions or by future or conditional verbs such as, without limitation, "will", "should",
"would" and "could." Undue reliance should not be placed on such statements, because, by their
nature, they are subject to known and unknown risks, uncertainties, and other factors and actual
results may differ materially from any future results, performance or achievements expressed or
implied by such forward-looking statements. Please refer to the section entitled "Risk Factors"
below.
Humanis Prévoyance operates in a continually changing environment and new risks emerge
continually. Forward-looking statements speak only as of the date they are made and Humanis
Prévoyance does not undertake any obligation to update or revise any of these forward-looking
statements, to reflect new information, future events or circumstances or otherwise.

5

TABLE OF CONTENTS
Section
Page
Persons Responsible for the Information given in the Prospectus ....................................................... 7
Risk Factors.......................................................................................................................................... 9
General Description of the Notes ....................................................................................................... 30
Documents Incorporated by Reference .............................................................................................. 37
Terms and Conditions of the Notes .................................................................................................... 39
Use of Proceeds .................................................................................................................................. 57
Description of the Issuer .................................................................................................................... 58
Taxation ............................................................................................................................................. 87
Subscription and Sale ......................................................................................................................... 93
General Information ........................................................................................................................... 96

6

PERSONS RESPONSIBLE FOR 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.
The combined financial statements as of and for the year 2013 ended 31 December 2013 of the
Humanis Prévoyance Combined Group were audited by statutory auditors who issued an audit
report which is incorporated by reference in this Prospectus. Without qualifying the opinion
expressed, this report draws the attention to the following points described in:
-
the note 2 entitled "Significant events of the year" of the annex of the combined financial
statements relating to the change in the scope of consolidation and merger transactions
which occurred during the year 2013;
-
the note 4 entitled "accounting and methods rules", paragraph 4 entitled "the change in
valuation method and accounting presentation" of the annex of the combined financial
statements relating to:
-
the changes in estimates due to the migration from the ex-Novalis Prévoyance
management system to "Pléiade" management system,
-
the changes of the presentation relating to profit sharing reserves.
The combined financial statements as of and for the year 2014 ended 31 December 2014 of the
Humanis Prévoyance Combined Group were audited by statutory auditors who issued an audit
report which is incorporated by reference in this Prospectus. Without qualifying the opinion
expressed, this report draws the attention to the following points described in the note 2 entitled
"Significant events of the year" of the annex of the combined financial statements relating to the
relevant pending litigations ("Litigation with MCM following the latter leaving the Humanis
Group" and the "CREPA litigation") "specific proceeding relating to delegated management".
The unconsolidated financial statements as of and for the year 2013 ended 31 December 2013 of the
Humanis Prévoyance Combined Group were audited by statutory auditors who issued an audit
report which is incorporated by reference in this Prospectus. Without qualifying the opinion
expressed, their report dated June 10, 2014 includes an emphasis paragraph relating to the following
points described in:
-
the note 3.1 entitled "Préambule : fusion absorption" relating to merger transactions which
occurred during the year 2013; and
-
the note 3.4.1 entitled "Change in estimates, valuation and presentation methods" related to
the changes in estimates due to the migration from the ex-Novalis Prévoyance management
system to "Pléiade" management system, and the changes of the presentation relating to the
profit sharing reserves.
The unconsolidated financial statements as of and for the year 2014 ended 31 December 2014 of the
Humanis Prévoyance Combined Group were audited by statutory auditors who issued an audit
report which is incorporated by reference in this Prospectus. Without qualifying the opinion
expressed, their report dated June 5, 2015 includes an emphasis paragraph relating to the following
points described in:
-
the note 3.2.5 entitled "Dispositif spécifique à la gestion déléguée";
7

-
the note 3.2.4 entitled "Litige CREPA"; and
-
the note 3.2.7 entitled "Sortie du Groupe Humanis de la mutuelle « M comme Mutuelle ».

HUMANIS PRÉVOYANCE

Duly represented by:

Jean-Pierre MENANTEAU
Directeur Général

20 October 2015
8

RISK FACTORS
Prior to making an investment decision, prospective investors in the Notes should consider
carefully, in the light of the circumstances and their investment objectives, the information
contained in this entire Prospectus. Prospective investors in the Notes should nevertheless
consider, among other things, the risk factors set out below.
The Issuer believes that the factors described below represent the principal risks inherent in
investing in the Notes, but the inability of the Issuer to pay principal or interest on or in
connection with the Notes may occur for other reasons and the Issuer does not represent
that the statements below regarding the risks of holding the Notes are exhaustive.
Prospective investors should also read the detailed information set out elsewhere in this
Prospectus and reach their own views prior to making any investment decision. Terms
defined in "Terms and Conditions of the Notes" below shall have the same meaning where
used below.
For the purpose of this paragraph, the terms Humanis Group, Humanis Prévoyance
Combined Group, and Humanis Insurance SGAPS Group have the meaning ascribed to
them in the section titled "Description of the Issuer" below.
Notwithstanding the fact that some of the risk factors described below relate to other
undertakings of the Humanis Group, prospective investors should remember that, as
stated in more details below under "Investors have recourse only to the Issuer", the
Notes are the liabilities of the Issuer only and Investors will have no recourse against
the other members of the Humanis Group.
1.
RISK FACTORS RELATING TO THE ISSUER
1.1
Risks relating to the business environment of the Issuer
The Issuer is exposed to the cyclical nature of the social welfare insurance activities
Changes in economic conditions affect the performance of the Issuer, both globally and in
the particular countries in which the Issuer conducts its business. The general social welfare
market is cyclical in nature. Furthermore, the timing and application of these cycles differs
among its geographic and product markets. Unpredictable developments also affect social
welfare's profitability, including changes in competitive conditions and pricing pressures,
unforeseen developments in loss trends, market acceptance of new coverages, changes in
operating expenses, fluctuations in inflation and interest rates and other changes in
investment markets that affect market prices of investments and income from such
investments. Fluctuations in the availability of capital could also have a significant influence
on the cyclical nature of the social welfare insurance market. These cycles influence the
demand for and pricing of its products and services and therefore affect the Issuer's financial
position and profits. Accordingly, its operations may be adversely impacted if events differ
from management's estimates.
The Issuer performs its activities in a competitive environment
There is substantial competition among provident institutions (French institutions de
prévoyance) and health insurance mutual societies (French mutuelles) in the jurisdictions in
which the Issuer does business. The Issuer competes with other provident institutions
(French institutions de prévoyance) and general insurers many of whom have greater
9

financial and marketing resources and greater name recognition than it has. The recent
consolidation in the global financial services industry has also enhanced the competitive
position of some of the Issuer's competitors compared to the Issuer by broadening the range
of their products and services, and increasing their distribution channels and their access to
capital.
The level of profitability of a provident institution (French institution de prévoyance) is
significantly influenced by the adequacy of premium income relative to its risk profile and
claims exposure, as well as the general level of business costs. In addition, the development
of alternative distribution channels for certain types of welfare insurance products, including
through the internet, may result in increased competition as well as pressure on margins for
certain types of products.
Changes to the accounting standards
The Issuer cannot predict with any certainty at this time the potential impact of any changes
(or of other potential future modifications to the standards); however any significant
modifications to the accounting standards may adversely impact its operations and financial
condition.
The Issuers activity is primarily limited to the French market
The Issuer operates primarily within the French market. A weakening of the French
economy could therefore bring about a decline in the Issuer activity as well as legal or tax
rules relating to social welfare.
1.2
Risks related to social welfare insurance activities
Pension products give rise to mainly financial and underwriting risks:
Risks associated with annuity-based pension portfolios depend on:

the benefit payment period, which is not known in advance;

the interest rate, corresponding to the return on the capital managed by Humanis
Prévoyance.
For these contracts, results are determined by long-term financial management policies and
actual mortality rates compared with assumptions. Technical reserves are calculated using
regulatory mortality tables based on statistical data on population trends. In certain cases,
experience-based data is also used. Earnings or equity are potentially exposed to the risk that
actual demographic trends may turn out to be significantly different to those predicted in the
mortality tables or the risk that yields on plan assets will fall significantly short of the
underwriting rate used in the pricing model.
Pricing risk
This risk may arise as a result of premiums being too low to meet the Issuer's commitments
(including risk of wrong assessment of the characteristics of the policy holder risk and risk
of wrong evaluation of the premium). The launch of new products or changes to existing
products may lead to the occurrence of this type of risk. The occurrence of such risk may
affect the Issuer's profits and financial situation.
10