Obligation Caisse Francaise d.Financ.Loc 4.017% ( FR0012686145 ) en EUR

Caisse Francaise d.Financ.Loc

100 % ⇌

France

FR0012686145 ( en EUR )

4.017% par an ( paiement annuel )

30/07/2030 - Obligation échue

Prospectus brochure de l'obligation Caisse Francaise d.Financ.Loc FR0012686145 en EUR 4.017%, échue

L'Obligation émise par Caisse Francaise d.Financ.Loc ( France ) , en EUR, avec le code ISIN FR0012686145, paye un coupon de 4.017% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/07/2030

CAISSE FRANÇAISE DE FINANCEMENT LOCAL
Euro 75,000,000,000 Euro Medium Term Note Programme
for the issue of Obligations Foncières
Due from one month from the date of original issue
Under the Euro Medium Term Note Programme described in this Base Prospectus (the "Programme"), Caisse Française de Financement Local (the "Issuer" or "Caffil"), subject to
compliance with all relevant laws, regulations and directives, may from time to time issue obligations foncières (the "Obligations Foncières"). The aggregate nominal amount of
Obligations Foncières (issued under the Programme) outstanding will not at any time exceed Euro 75,000,000,000 (or the equivalent in other currencies).
This Base Prospectus supersedes and replaces the Base Prospectus dated 26 June 2013 as supplemented and shall be in force for a period of one year as of the date of its approval by the
Autorité des marchés financiers (the "AMF").
Application has been made for approval of this Base Prospectus to the AMF in France in its capacity as competent authority pursuant to Article 212-2 of its Règlement Général which
implements Directive 2003/71/EC of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (the "Prospectus Directive").
References in this Base Prospectus to the Prospectus Directive shall include the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented
in the relevant Member State of the European Economic Area (the "EEA").
Application has been made to Euronext Paris for Obligations Foncières issued under the Programme during a period of 12 months from the date of this Base Prospectus to be listed and
admitted to trading on Euronext Paris. Euronext Paris is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC (a "Regulated Market").
Application may also be made to the competent authority of any other Member State of the EEA for Obligations Foncières issued under the Programme to be listed and admitted to
trading on any other Regulated Market in such Member State.
However, Obligations Foncières which are not admitted to trading on a Regulated Market, or which are not offered to the public, in a Member State of the EEA may also be issued
under the Programme and may also be listed on an unregulated market or may not be listed at all. The relevant final terms (the "Final Terms") (forms of which are contained herein) in
respect of the issue of any Obligations Foncières will specify whether or not such Obligations Foncières will be admitted to trading and/or offered to the public and, if so, the relevant
Regulated Market in the EEA and/or the Member State(s) in the EEA where the Obligations Foncières will be offered to the public and will be published, if relevant and if required by
any applicable regulation, on the website of the Regulated Market where the admission to trading is sought.
Obligations Foncières may be issued either in dematerialised form ("Dematerialised Obligations Foncières") or in materialised form ("Materialised Obligations Foncières") as more
fully described herein.
Dematerialised Obligations Foncières will at all times be in book entry form in compliance with Articles L. 211-3 and R. 211-1 of the French Code monétaire et financier (the "French
Monetary and Financial Code"). No physical documents of title will be issued in respect of the Dematerialised Obligations Foncières.
Dematerialised Obligations Foncières may, at the option of the Issuer, be in bearer dematerialised form (au porteur) inscribed as from the issue date in the books of Euroclear France
("Euroclear France") (acting as central depositary) which shall credit the accounts of Account Holders (as defined in "Terms and Conditions of the Obligations Foncières - Form,
Denomination, Title and Redenomination") including Euroclear Bank S.A./N.V. ("Euroclear") and the depositary bank for Clearstream Banking, société anonyme ("Clearstream,
Luxembourg") or in registered dematerialised form (au nominatif) and, in such latter case, at the option of the relevant holder, in either fully registered form (nominatif pur), in which
case they will be inscribed with a registration agent (appointed in the relevant Final Terms) for the Issuer, or in administered registered form (nominatif administré) in which case they
will be inscribed in the accounts of the Account Holders designated by the relevant holders of Obligations Foncières.
Materialised Obligations Foncières will be in bearer materialised form only and may only be issued outside France. A temporary global certificate in bearer form without interest
coupons attached (a "Temporary Global Certificate") will initially be issued in connection with Materialised Obligations Foncières. Such Temporary Global Certificate will be
exchanged for definitive Materialised Obligations Foncières in bearer form with, where applicable, coupons for interest attached on or after a date expected to be on or about the 40th
day after the issue date of the Obligations Foncières (subject to postponement as described in "Temporary Global Certificates issued in respect of Bearer Materialised Obligations
Foncières") upon certification as to non-U.S. beneficial ownership as more fully described herein.
Temporary Global Certificates will (a) in the case of a Tranche (as defined in the section "Summary of the Programme - Method of Issue") intended to be cleared through Euroclear
and/or Clearstream, Luxembourg, be deposited on the issue date with a common depositary on behalf of Euroclear and Clearstream, Luxembourg and (b) in the case of a Tranche
intended to be cleared through a clearing system other than or in addition to Euroclear and/or Clearstream, Luxembourg or delivered outside a clearing system, be deposited as agreed
between the Issuer and the relevant Dealer (as defined below).
It is expected that the Obligations Foncières issued under the Programme will be rated AA+ by Standard & Poor's Rating Services ("S&P") and/or Fitch Ratings ("Fitch"), and/or Aaa
by Moody's Investors Services, Inc. ("Moody's"). The rating (if any) will be specified in the relevant Final Terms. The credit ratings included or referred to in this Base Prospectus or in
any Final Terms have been issued by S&P, Fitch and Moody's, which are established in the European Union and registered under Regulation (EC) No. 1060/2009 on credit ratings
agencies, as amended by Regulation (EU) No. 513/2011 (the "CRA Regulation"), and included in the list of credit rating agencies registered in accordance with the CRA Regulation
published on the European Securities and Markets Authority's website (www.esma.europa.eu/page/List-registered-and-certified-CRAs) as of the date of this Base Prospectus. A rating
is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency.
The final terms of the Obligations Foncières will be determined at the time of the offering of each Tranche based on then prevailing market conditions and will be set out in the relevant
Final Terms.
Since 1 January 2013, Caisse Française de Financement Local benefits for all its obligations foncières from the Covered Bond Label granted by the Covered Bond Label Foundation.
Arranger
Deutsche Bank
Dealers
Barclays
BNP PARIBAS
Commerzbank
Crédit Agricole CIB
Credit Suisse
Deutsche Bank
Goldman Sachs International
J.P. Morgan
Morgan Stanley
NATIXIS
Nomura
Société Générale Corporate & Investment Banking
The Royal Bank of Scotland
UBS Investment Bank
UniCredit Bank
The date of this Base Prospectus is 23 June 2014.
1

This Base Prospectus (together with any supplements to this Base Prospectus published from time to time
(each a "Supplement" and together the "Supplements")) should be read and construed in conjunction with
any documents incorporated by reference (see "Documents Incorporated by Reference" below), each of
which shall be incorporated herein by reference in, and form part of this Base Prospectus in relation to any
Series (as defined herein) of Obligations Foncières and comprises a base prospectus for the purposes of
Article 5.4 of the Prospectus Directive in respect of, and for the purpose of giving information with regard
to the Issuer and the Obligations Foncières 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 and
the rights attaching to the Obligations Foncières and may only be used for the purposes for which it has
been published.
No person has been authorised to give any information or to make any representation other than those
contained in this Base Prospectus in connection with the issue or sale of the Obligations Foncières and, if
given or made, such information or representation must not be relied upon as having been authorised by the
Issuer or any of the Dealers or the Arranger (as defined in "Summary of the Programme"). Neither the
delivery of this Base Prospectus nor any sale made in connection herewith shall, under any circumstances,
create any implication that there has been no change in the affairs of the Issuer since the date hereof or the
date upon which this Base Prospectus has been most recently amended or 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 Base Prospectus has been most recently amended or supplemented or that any other information
supplied in connection with the Programme is correct as of any time subsequent to the date on which it is
supplied or, if different, the date indicated in the document containing the same.
The distribution of this Base Prospectus and the offering or sale of the Obligations Foncières in certain
jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus comes are
required by the Issuer, the Dealers and the Arranger to inform themselves about and to observe any such
restriction.
The Obligations Foncières have not been and will not be registered under the United States 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 and the Obligations Foncières may include Materialised Obligations
Foncières in bearer form that are also subject to U.S. tax law requirements. Subject to certain exceptions,
Obligations Foncières may not be offered, sold or delivered within the United States.
THE OBLIGATIONS FONCIERES ARE BEING OFFERED IN RELIANCE ON REGULATION S.
The Materialised Obligations Foncières are subject to U.S. tax law requirements and may not be offered,
sold or delivered within the United States or its possessions or to a U.S. person, except in certain
transactions permitted by U.S. tax regulations.
For a description of certain restrictions on offers and sales of Obligations Foncières and on distribution of
this Base Prospectus, see "Subscription and Sale".
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Dealers to subscribe for, or purchase, any Obligations Foncières.
The Arranger and the Dealers have not separately verified the information contained in this Base
Prospectus. None of the Dealers or the Arranger makes any representation, express or implied, or accepts
any responsibility, with respect to the accuracy or completeness of any of the information in this Base
Prospectus. Neither this Base Prospectus nor any other financial statements nor any other information
incorporated by reference are intended to provide the basis of any credit or other evaluation and should not
be considered as a recommendation by any of the Issuer, the Arranger or the Dealers that any recipient of
this Base Prospectus or any other financial statements or any other information incorporated by reference
should purchase the Obligations Foncières. Each potential purchaser of Obligations Foncières should
determine for itself the relevance of the information contained in this Base Prospectus and its purchase of
Obligations Foncières should be based upon such investigation as it deems necessary. None of the Dealers or
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the Arranger undertakes to review the financial condition or affairs of the Issuer during the life of the
arrangements contemplated by this Base Prospectus nor to advise any investor or potential investor in the
Obligations Foncières of any information coming to the attention of any of the Dealers or the Arranger.
In connection with the issue of any Tranche, the Dealer or Dealers (if any) named as the stabilising
manager(s) (the "Stabilising Manager(s)") (or person(s) acting on behalf of any Stabilising Manager(s)) in
the applicable Final Terms may over-allot Obligations Foncières or effect transactions with a view to
supporting the market price of the Obligations Foncières at a level higher than that which might otherwise
prevail. However, there is no assurance that the Stabilising Manager(s) (or person(s) acting on behalf of a
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 relevant Tranche 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 relevant Tranche and 60 days after the date of the allotment of the relevant Tranche. Any stabilisation
action or over-allotment shall be conducted by the relevant Stabilising Manager(s) (or person(s) acting on
behalf of any Stabilising Manager(s)) in accordance with applicable laws and rules.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "",
"Euro", "EUR" or "euro" are to the currency of the participating member states of the European Union
which was introduced on 1 January 1999, references to "£", "GBP", "pounds sterling" and "Sterling" are to
the lawful currency of the United Kingdom, references to "$", "USD" and "US Dollars" are to the lawful
currency of the United States of America, references to "¥", "JPY", "Japanese yen" and "Yen" are to the
lawful currency of Japan, references to "CHF" and "Swiss francs" are to the lawful currency of the Helvetic
Confederation and references to "CAD" and "Canadian Dollars" are to the lawful currency of Canada.
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TABLE OF CONTENTS
SUMMARY OF THE PROGRAMME ...................................................................................................................... 5
RESUME EN FRANÇAIS DU PROGRAMME (FRENCH SUMMARY OF THE PROGRAMME)....................... 26
CONDITIONS ATTACHED TO THE CONSENT OF THE ISSUER TO USE THE PROSPECTUS.................... 47
RISK FACTORS ...................................................................................................................................................... 49
DOCUMENTS INCORPORATED BY REFERENCE............................................................................................ 66
SUPPLEMENT TO THE BASE PROSPECTUS .................................................................................................... 69
TERMS AND CONDITIONS OF THE OBLIGATIONS FONCIÈRES................................................................... 70
TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF BEARER MATERIALISED
OBLIGATIONS FONCIÈRES........................................................................................................................ 106
USE OF PROCEEDS............................................................................................................................................. 107
DESCRIPTION OF CAISSE FRANÇAISE DE FINANCEMENT LOCAL ........................................................ 108
THE LEGAL REGIME APPLICABLE TO CAFFIL ............................................................................................ 111
BUSINESS OVERVIEW....................................................................................................................................... 115
ORGANISATIONAL STRUCTURE..................................................................................................................... 119
TREND INFORMATION...................................................................................................................................... 120
ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES........................................................... 121
STATUTORY AUDITORS .................................................................................................................................... 123
MAJOR SHAREHOLDERS.................................................................................................................................. 124
SELECTED FINANCIAL INFORMATION ......................................................................................................... 125
MATERIAL CONTRACTS ................................................................................................................................... 128
TAXATION............................................................................................................................................................ 131
SUBSCRIPTION AND SALE ............................................................................................................................... 136
FORM OF FINAL TERMS 1................................................................................................................................. 140
FORM OF FINAL TERMS 2................................................................................................................................. 154
FORM OF FINAL TERMS 3................................................................................................................................. 172
GENERAL INFORMATION................................................................................................................................. 187
PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS........................ 190
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SUMMARY OF THE PROGRAMME
Summaries are made up of disclosure requirements known as "Elements" the communication of which is required by
Annex XXII of the Regulation EC No 809/2004 of 29 April 2004 as amended by Commission Delegated Regulation
(EU) n°486/2012 of 30 March 2012 and Commission Delegated Regulation (EU) n°862/2016 of 4 June 2012. These
Elements are numbered in Sections A E (A.1 E.7). This summary contains all the Elements required to be
included in a summary for this type of securities and for Caisse Française de Financement Local (the "Issuer").
Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the
Elements. Even though an Element may be required to be inserted in the summary because of the type of securities
and Issuer, it is possible that no relevant information can be given regarding such Element. In this case a short
description of the Element is included in the summary and marked as "Not Applicable".
This summary is provided for purposes of the issue by the Issuer of the Obligations Foncières of a denomination of
less than 100,000 which are offered to the public or admitted to trading on a Regulated Market of the European
Economic Area (the "EEA"). The issue specific summary relating to this type of Obligations Foncières will be
annexed to the relevant Final Terms and will comprise (i) the information below with respect to the summary of the
Base Prospectus and (ii) the information below included in the items "issue specific summary".
Section A - Introduction and warnings
A.1
General
This summary must be read as an introduction to this Base Prospectus. Any
disclaimer
decision to invest in the Obligations Foncières should be based on a consideration
regarding the
by any investor of the Base Prospectus as a whole, including any documents
summary
incorporated by reference and any supplement from time to time. Where a claim
relating to information contained in this Base Prospectus is brought before a
court, the plaintiff may, under the national legislation of the Member State of the
EEA where the claim is brought, be required, have to bear the costs of translating
this Base Prospectus before the legal proceedings are initiated. Civil liability
attaches only to those persons who have tabled the summary, including any
translation thereof, but only if the summary is misleading, inaccurate or
inconsistent when read together with the other parts of this Base Prospectus or it
does not provide, when read together with the other parts of this Base Prospectus,
key information in order to aid investors when considering whether to invest in
the Obligations Foncières.
A.2
Information
In the context of any offer of Obligations Foncières in France and in the Grand
regarding
Duchy of Luxembourg (the "Public Offer Jurisdictions") that is not within an
consent by the
exemption from the requirement to publish a prospectus under the Prospectus
Issuer to the
Directive, as amended, (a "Public Offer"), the Issuer consents to the use of the
use of the
Base Prospectus and the relevant Final Terms (together, the "Prospectus") in
Prospectus
connection with a Public Offer of any Obligations Foncières during the offer
period specified in the relevant Final Terms (the "Offer Period") and in the
Public Offer Jurisdiction(s) specified in the relevant Final Terms by any financial
intermediary duly authorised designated in such Final Terms (each an
"Authorised Offeror"). The consent referred to above relates to Offer Periods (if
any) ending no later than the date falling 12 months from the date of the approval
of the Base Prospectus by the Autorité des marchés financiers.
The Terms and Conditions of the Public Offer shall be provided to investors
by that Authorised Offeror at the time of the Public Offer. Neither the Issuer
nor any of the Dealers or other Authorised Offerors has any responsibility or
liability for such information.
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Issue specific Summary:
[In the context of the offer of the Obligations Foncières in [] (``Public Offer
Jurisdiction[s]'') which is not made within an exemption from the requirement to
publish a prospectus under the Prospectus Directive, as amended (the "Public
Offer"), the Issuer consents to the use of the Prospectus in connection with such
Public Offer of any Obligations Foncières during the period from [] until []
(the "Offer Period") and in the Public Offer Jurisdiction[s] by [] / [any financial
intermediary] (the "Authorised Offeror[s]"). [The Authorised Offeror[s] must
satisfy the following conditions: []
The Terms and Conditions of the Public Offer shall be provided to Investors
by that Authorised Offeror at the time of the Public Offer. Neither the Issuer
nor any of the Dealers or other Authorised Offerors has any responsibility or
liability for such information.]/
[Not Applicable]
Section B Issuer (to be updated by the Issuer)
B.1
The legal and
Caisse Française de Financement Local ("Caffil")
commercial
Until 31 January 2013, the Issuer's name was Dexia Municipal Agency. On 31
name of the
January 2013, the company was renamed and sold by Dexia Crédit Local to
Issuer
Société de Financement Local ("Sfil").
B.2
The domicile
The Issuer is a société anonyme à directoire et conseil de surveillance
and legal form
incorporated under French law as a société de crédit foncier. It is registered as a
of the Issuer, the company with the Registre du Commerce et des Sociétés (Trade and Companies
legislation
Register) of Nanterre under reference number 421 318 064.
under which the
Issuer operates
and its country
of incorporation
B.4b
Description of
In the context of its new shareholding structure and mission assigned to Sfil,
any known
Caffil exclusively originates or purchases new assets contracted by French local
trends affecting authorities and public health institutions.
the Issuer and
The disappearance of the main historical lender (Dexia Crédit Local) and the
the industries in absence of increase in activity from the other private sector lenders in the context
which it
of new regulatory constraints has generated an acute shortage in privately funded
operates
long term loans to French local authorities and public health institutions. In this
respect, La Banque Postale, which is a provider of assets to Caffil, became a
leading player in this market in its first year of activity, originating in 2013 EUR 3
Bn in medium to long term loans.
Investment by French local authorities is expected to stay high in absolute terms
in 2014, at EUR 52 Bn per year given the necessary investments required by the
delegation of services from the French state, of which it is estimated that EUR 37
Bn will be self funded. At 0.4% of GDP the amount of debt owed by local
authorities is sustainable over time. The government's planned reduction in state
transfers may have only limited impact on local authorities' investment as they
have the capacity to optimize current expenditures and thus maintain the high
level of net savings, estimated at EUR 35.7 Bn in 2014, that characterizes the
segment.
Caffil as issuer of obligations foncières operates within the covered bond market.
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This market segment has shown strong resilience over the crisis and benefits from
a strong support by European regulators. Overall volume raised on covered bond
market has declined for 2 years due to banks' deleveraging process and decrease
of asset origination across Europe.
B.5
A description of Caisse Française de Financement Local is a wholly owned subsidiary of Société
the Issuer's
de Financement Local ("Sfil"). The Issuer was sold to Sfil by Dexia Credit Local
Group and the
as of 31 January 2013.
Issuer's position Sfil is a credit institution approved by the French Resolution and Prudential
within the
Control Authority (Autorité de Contrôle Prudentiel et de Résolution). Its role is to
Group
provide support for the activities of Caisse Française de Financement Local as a
servicer, as defined by the regulations that apply to sociétés de crédit foncier, in
particular within the meaning of Article L.513-15 of the French Code monétaire
et financier (the "French Monetary and Financial Code").
Sfil and Caisse Française de Financement Local are part of the organization of the
public sector structure created in 2013 and dedicated to the financing of local
governments and public healthcare institutions in France. This structure, which
the French State has described as a "public bank for local authorities", is based on
a three-pronged organization:

commercial activities developed by La Banque Postale and its joint-
venture with Caisse des Dépôts et Consignations named La Banque
Postale Collectivités Locales,

refinancing activities conducted by Caisse Française de Financement
Local,

operational functions in support of the above performed under the
responsibility of Sfil.
B.9
Profit forecast
Not Applicable
or estimate
B.10
Qualifications
Statutory auditors' reports on the audited consolidated annual accounts and on the
in the auditors'
audited non-consolidated annual accounts for the periods ended 31 December
report
2012 and 31 December 2013 contain observations, without qualifying their
opinion.
B.12
Selected
The tables below set out summary information extracted from the Issuer's audited
historical key
statement of financial position as at 31 December 2012 and 31 December 2013 :
financial
Millions euros
As of December 31
information
2012
2013
Core shareholders' equity
1,530
1,533
(excluding unrealized gains & losses)
Financial debt
73,877
66,449
- privileged debt
66,257
59,675
- non privileged debt
7,620
6,774
Balance sheet total
92,169
80,017
Millions euros
Fiscal year
2012
2013
Net banking income
257
242
Operating income
138
-15
Net income
91
3
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Caisse Française de Financement Local, within the framework of a review of its
valuation methods, has corrected the fair value of certain assets and liabilities
hedged by derivatives in hedging relations. According to IAS 8, Caisse Française
de Financement Local restated its financial statements and notes published for
2012.
As of 31 March 2014, the outstanding amount of priviledged debt in swapped
value decreased by EUR 1.4 billion -2.7% compared to 31 December 2013. The
outstanding amount of non priviledged debt amounted at EUR 6.4 billion,
decreasing by 6.7% compared to 31 December 2013. Those amounts are extracted
from the Issuer's activity report as of 31 March 2014 not audited nor reviewed by
the auditors.
Except as disclosed below, there has been no material adverse change in the
prospects of the Issuer since 31 December 2013 and there has been no significant
change in the financial or trading position of the Issuer since 31 December 2013.
The number of clients who sued Dexia Crédit Local and/or Société de
Financement Local and/or Caisse Française de Financement Local for loans on
the balance sheet of Caisse Française de Financement Local stood at 207 on
18 June 2014, compared with 206 on 31 March 2014.
B.13
Recent material Not Applicable. There are no events particular to the Issuer which are to a
events relevant
material extent relevant to an evaluation of its solvency.
to the
evaluation of
the Issuer's
solvency
B.14
Extent to which Please refer to item B5 for the Group and the Issuer's position within the Group.
the Issuer is
dependent upon
other entities
within the
Group
B.15
Principal
The Caisse Française de Financement Local's exclusive purpose is (as per Article
activities of the
2 of the by-laws):
Issuer

to grant or acquire loans to public sector entities as defined in Articles
L.513-4 of the French Monetary and Financial Code as well as assets
considered as loans as defined in Article L.513-5 of the same code;

to hold assets defined by decree as replacement assets (valeurs de
remplacement);

in order to finance the above-mentioned loans, to issue obligations
foncières, benefiting from the privilège defined in Article L.513-11 of
the French Monetary and Financial Code and to raise other funds, under
issue or subscription contract referring to the privilège.
The Caisse Française de Financement Local may also fund the above mentioned
activities by issuing bonds or other sources or financing that do not benefit from
the privilège defined in Article L.513-11 of the French Monetary and Financial
Code.
Pursuant to Articles L.313-23 to L.313-35 of the French Monetary and Financial
Code (previously French law n° 81-1 of 2 January 1981 facilitating corporate
borrowing), the Caisse Française de Financement Local may assign all the assets
it owns, whatever the nature (whether professional or not).
B.16
Extent to which Caisse Française de Financement Local is a wholly owned subsidiary of Sfil.
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the Issuer is
Sfil shareholders are the French State (75%), Caisse des Dépôts et Consignations
directly or
(20%), and La Banque Postale (5%). The French State assumes the role of
indirectly
reference shareholder in dealings with regulatory authorities, thereby underlining
owned or
its commitment with regard to oversight and the taking of strategic decisions, as
controlled
well as its determination to ensure the continuity of Sfil's financial transactions,
whenever required.
B.17
Credit ratings
Obligations Foncières to be issued under the Programme are expected to be rated
assigned to the
AA+ by Standard & Poor's Rating Services ("S&P") and/or Fitch Ratings
Issuer or its
("Fitch") and/or Aaa by Moody's Investors Services, Inc. ("Moody's"), which are
debt securities
established in the European Union and registered under Regulation (EC) No.
1060/2009 on credit ratings agencies (the "CRA Regulation"), as amended by
Regulation (EU) No. 513/2011, and included in the list of credit rating agencies
registered in accordance with the CRA Regulation published on the European
Securities and Markets Authority's website (www.esma.europa.eu/page/List-
registered-and-certified-CRAs) as of the date of the Base Prospectus.
The rating (if any) will be specified in the Final Terms.
A security rating is not a recommendation to buy, sell or hold securities and may
be subject to suspension, reduction or withdrawal at any time by the assigning
rating agency.
Issue specific summary:
Credit ratings:
[Not Applicable/The Obligations Foncières to
be issued [have been/are expected to be] rated:
[S & P: [·]]
[Moody's: [·]]
[Fitch: [·]]
Section C - Securities
C.1
Type, class and
Up to Euro 75,000,000,000 (or the equivalent in other currencies at the date of
identification
issue) aggregate nominal amount of Obligations Foncières outstanding at any one
number of the
time pursuant to the Euro Medium Term Note Programme arranged by Deutsche
Obligations
Bank AG, Paris Branch (the "Programme").
Foncières
The Obligations Foncières will be issued on a syndicated or non-syndicated basis.
The Obligations Foncières will be issued in series (each a "Series") having one
or more issue dates and on terms otherwise identical, the Obligations Foncières
of each Series being intended to be interchangeable or identical (other than in
respect of the first payment of interest, the issue date, the issue price and the
nominal amount) with all other Obligations Foncières of that Series. Each Series
may be issued in tranches (each a "Tranche") on the same or different issue
dates. The specific terms of each Tranche (which will be supplemented, where
necessary, with supplemental terms and conditions and, save in respect of the
issue date, issue price, first payment of interest and nominal amount of the
Tranche, will be identical to the terms of other Tranches of the same Series) will
be set out in a Final Terms to this Base Prospectus (the "Final Terms").
Obligations Foncières may be issued in either dematerialised form
("Dematerialised Obligations Foncières") or materialised form ("Materialised
Obligations Foncières").
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Dematerialised Obligations Foncières may, at the option of the Issuer be issued in
bearer dematerialised form (au porteur) or in registered dematerialised form (au
nominatif) and, in such latter case, at the option of the relevant holder, in either au
nominatif pur or au nominatif administré form. No physical documents of title
will be issued in respect of Dematerialised Obligations Foncières. Materialised
Obligations Foncières may be in bearer materialised form ("Bearer Materialised
Obligations Foncières") only if they are issued outside France. A Temporary
Global Certificate will be issued initially in respect of each Tranche of Bearer
Materialised Obligations Foncières.
The Obligations Foncières have been accepted for clearance through Euroclear
France as central depositary in relation to Dematerialised Obligations Foncières
and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"),
Euroclear Bank S.A./N.V. ("Euroclear") or any other clearing system that may
be agreed between the Issuer, the fiscal agent in respect of the Programme (the
"Fiscal Agent") and the relevant Dealer in relation to Materialised Obligations
Foncières.
An identification number of the Obligations Foncières (ISIN Code) and a
common code will be specified in the relevant Final Terms.
Issue specific summary:
Series Number:
[]
Tranche Number:
[]
Aggregate Nominal Amount:
[]
Series:
[]
Tranche:
[]
Form of Obligations Foncières:
[Dematerialised Obligations
Foncières
/
Materialised
Obligations Foncières].
[If the Obligations Foncières
are
Dematerialised
Obligations
Foncières:
Dematerialised
Obligations
Foncières are [in bearer
dematerialised
form
(au
porteur) / in registered
dematerialised
form
(au
nominatif)].
[If the Obligations Foncières
are Materialised Obligations
Foncières:
Materialised
Obligations Foncières will be
in bearer form only]
ISIN Code:
[]
Common Code:
[]
Central Depositary:
[]
Any clearing system(s) other than Euroclear
Bank S.A./N.V. and Clearstream Banking, [Not Applicable]/[give name(s)
société anonyme and the relevant identification and number(s) [and
number(s):
address(es)]]
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Document Outline

#1">CAFFIL 2014_Base Prospectus.doc