Obligation Electricite de France (EDF) 4.99% ( FR0013210986 ) en USD

Electricite de France (EDF)

100 % ⇌

France

FR0013210986 ( en USD )

4.99% par an ( paiement semestriel )

21/10/2056

Prospectus brochure de l'obligation Electricite de France (EDF) FR0013210986 en USD 4.99%, échéance 21/10/2056

200 000 USD

2 164 000 000 USD

21/04/2025 ( Dans 38 jours )

EDF est une entreprise énergétique française intégrée, active dans la production, le transport, la distribution et la vente d'électricité, ainsi que dans les énergies renouvelables et les services énergétiques.

L'Obligation émise par Electricite de France (EDF) ( France ) , en USD, avec le code ISIN FR0013210986, paye un coupon de 4.99% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 21/10/2056

Final Terms dated 6 October 2016

Electricité de France
Issue of U.S.$ 2,164,000,000 4.99 per cent. fixed rate Notes due 21 October 2056
under the 45,000,000,000 Euro Medium Term Note Programme
of Electricité de France
SERIES NO: 29
TRANCHE NO: 1
PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions
set forth in the Base Prospectus dated 14 September 2016 which received visa no. 16-433
from the Autorité des Marchés Financiers (the "AMF") in France on 14 September 2016 and
the Supplement to Base Prospectus dated 3 October 2016 which received visa no. 16-460
from the AMF in France on 3 October 2016 which together constitute a prospectus for the
purposes of the Prospectus Directive (Directive 2003/71/EC, as amended) (the "Prospectus
Directive"). This document constitutes the Final Terms of the Notes described herein for the
purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such
Base Prospectus as so supplemented. Full information on the Issuer and the offer of the Notes
is only available on the basis of the combination of these Final Terms and the Base Prospectus
(as supplemented). For so long as any Notes are outstanding, copies of the Base Prospectus
and the supplemental Base Prospectuses (i) may be inspected and obtained, free of charge,
during normal business hours at the specified offices of each of the Paying Agents, (ii) are
available for viewing on the website of the AMF (www.amf-france.org) and on the Issuer's
website (www.edf.com) and (iii) may be obtained, free of charge, during normal business
hours from Electricité de France, 22-30, avenue de Wagram, 75008 Paris, France.

1.
Issuer:
Electricité de France
2.
(i)
Series Number:
29

(ii)
Tranche Number:
1
3.
Specified Currency or Currencies:
United States dollars ("U.S.$")
1509223.1
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4.
Aggregate Nominal Amount:
U.S.$ 2,164,000,000
5.
Issue Price:
100 per cent. of the Aggregate Nominal
Amount
6.
Specified Denominations:
U.S.$ 200,000 (the "Nominal Amount")
7.
(i)
Issue Date:
21 October 2016
(ii)
Interest

Issue Date

Commencement Date:
8.
Maturity Date:
21 October 2056
9.
Interest Basis:
4.99 per cent. Fixed Rate (further
particulars specified below)
10.
Redemption/Payment Basis:
Redemption at par
11.
Change of Interest Basis:
Not Applicable
12.
Put/Call Options:
Not Applicable
13.
Date of corporate authorisations for Resolution of the Board of Directors of
issuance of Notes obtained:
the Issuer dated 4 November 2015, and
decision
of
Jean-Bernard
Lévy,
Président-Directeur Général, to issue the
Notes dated 6 October 2016 and
delegating to, inter alia, Armelle Poulou,
Directeur
Délégué
Financements

Trésorie Groupe, the authority to sign the
documentation relating to the Notes.
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14.
Fixed Rate Note Provisions
Applicable
(i)
Rate of Interest:
4.99 per cent. per annum (payable semi-
annually in arrear on each Interest
Payment Date)
(ii)
Interest Payment Dates:
21 April 2017 and thereafter on 21
October and 21 April in each year up to
and including the Maturity Date
(iii)
Fixed Coupon Amount:
U.S.$ 4,990 per U.S.$ 200,000 in
Nominal Amount
(iv)
Broken Amount:
Not Applicable
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(v)
Day Count Fraction:
30/360 (Following, Unadjusted)
(vi)
Determination Dates:
21 April and 21 October in each year
15.
Floating Rate Note Provisions
Not Applicable

16.
Zero Coupon Note Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
17.
Call Option:
Not Applicable
18.
Put Option:
Not Applicable
19.
Final Redemption Amount of each
U.S.$ 200,000 per Note of U.S.$ 200,000
Note:
Specified Denomination
20.
Make-Whole Redemption by the
Not Applicable
Issuer:
21.
Residual Maturity Call Option:
Not Applicable
22.
Early Redemption Amount:

Early
Redemption
Amount(s) As set out in the Conditions

of
each
Note
payable
on

redemption
for
taxation

reasons or on event of default

or other early redemption:
GENERAL PROVISIONS APPLICALBE TO THE NOTES
23.
Form of Notes:
Dematerialised Notes

(i)
Form of

Bearer dematerialised form (au porteur)

Dematerialised Notes:

(ii)
Registration Agent:
Not Applicable

(iii)
Temporary Global
Not Applicable

Certificate:

(iv)
Identification of
Not Applicable

Noteholders

(Condition 1(c)(v)):

(v) Applicable TEFRA
Not Applicable

exemption (or successor

exemption):
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24.
Financial Centre(s):
Not Applicable
25.
Talons for future Coupons to be
No
attached to Definitive Notes (and
dates on which such Talons
mature):
26.
Redenomination, renominalisation
Not Applicable
and reconventioning provisions:
27.
Consolidation provisions:
Not Applicable
28.
Masse (Condition 11)
Contractual Masse shall apply

Name and address of the Representative:
The initial representative shall be:
MASSQUOTE S.A.S.U.
RCS 529 065 880 Nanterre
7bis rue de Neuilly
F-92110 Clichy

Mailing address:
33, rue Anna Jacquin
92100 Boulogne Billancourt
France
Represented by its Chairman

Name and address of the alternate
Representative:
Gilbert Labachotte
8 Boulevard Jourdan
75014 Paris

The Representative will receive an
upfront fee of EUR 20,000 (VAT
excluded) payable by the Issuer on the
Issue Date.
The Representative will exercise its duty
until its dissolution, resignation or
termination of its duty by a general
assembly of Noteholders or until it
becomes unable to act. Its appointment
shall automatically cease on the Maturity
Date, or total redemption prior to the
Maturity Date.
1509223.1
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RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of the Issuer:

By:
............................................
Duly authorised
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PART B OTHER INFORMATION
1.
LISTING

(i)
Listing:
The Notes will be listed on the Taipei
Exchange ("TPEx") in the Republic of
China (Taiwan) ("ROC" or "Taiwan").
TPEx is not responsible for the content of
this document and the Base Prospectus (as
supplemented) and no representation is made
by TPEx as to the accuracy or completeness
of this document and the Base Prospectus (as
supplemented). TPEx expressly disclaims
any and all liability for any losses arising
from, or as a result of the reliance on, all or
part of the contents of this document and the
Base
Prospectus
(as
supplemented).
Admission to the listing and trading of the
Notes on TPEx shall not be taken as an
indication of the merits of the Issuer or the
Notes.

(ii)
Admission to trading:
Application has been made for the Notes to
be admitted to trading on TPEx with effect
from 21 October 2016.

(iii)
Estimate of total expenses
15,000 New Taiwan dollars

related to admission to trading:

2.
RATINGS

Ratings:
The Notes to be issued are expected to be
rated:

S&P:
A- (stable outlook)
Moody's:
A3 (stable outlook)

Each of S&P and Moody's is established in
the European Union, is registered under
Regulation (EC) No 1060/2009, as amended
(the "CRA Regulation") and is 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).
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3.
NOTIFICATION

Not Applicable

4.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE
ISSUE

"Save as disclosed in "Subscription and Sale" in the Base Prospectus, so far as the
Issuer is aware, no person involved in the offer of the Notes has an interest material to
the offer."

5.
OTHER ADVISORS

Not Applicable

6.
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL
EXPENSES

(i) Reasons for the offer:
See "Use of Proceeds" wording in Base
Prospectus

(ii) Estimated net proceeds:
U.S.$ 2,157,170,906

(iii) Estimated total expenses:
15,000 New Taiwan dollars

7.
FIXED RATE NOTES ONLY YIELD

Indication of yield:
4.99 per cent. per annum
The yield is calculated at the Issue Date on
the basis of the Issue Price. It is not an
indication of future yield.

8.
FLOATING RATE NOTES ONLY HISTORIC INTEREST RATES

Not Applicable.

9.
PLACING AND UNDERWRITING

Not Applicable

10.
DISTRIBUTION

(i)
Method of

Syndicated

distribution:

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(ii)
If syndicated:

(A)
Names and
Lead Manager and Bookrunner

addresses of
HSBC
Bank
(Taiwan)
Limited

Managers:
13F,
International
Trade
Building
333 Keelung Road, Sec. 1
Taipei 110
Taiwan

Manager and Bookrunner
Standard Chartered Bank (Taiwan) Limited
1F, No. 168 Tun Hwa North Road
Taipei
Taiwan

Co-Managers
KGI Securities Co. Ltd.
No. 700 Mingshui Road
Taipei City 10462
Taiwan

Bank SinoPac
5F, No.306 Bade Road
Sec. 2, Taipei
Taiwan

(B)
Stabilising

Not Applicable

Manager(s) if any:

(iii)
If non-syndicated, name and Not Applicable

address of Dealer:

(iv)
Total commission
0.3156 per cent. of the Aggregate Nominal

and concession:
Amount.

(v)
US
Selling
Restrictions Reg. S Compliance Category 2 applies to the

(Categories
of
potential Notes; TEFRA not applicable

investors to which the Notes

are offered):

(vi)
Taiwan Selling Restrictions:
The Notes have not been, and shall not be

offered, sold or re-sold, directly or indirectly
to investors other than "professional
institutional investors" as defined under
Paragraph 2 of Article 4 of the Financial
Consumer Protection Act of the ROC.
1509223.1
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Purchasers of the Notes are not permitted to
sell or otherwise dispose of the Notes except
by transfer to a professional institutional
investor.

(vii) Non-exempt offer:
Not Applicable

11.
OPERATIONAL INFORMATION

ISIN Code:
FR0013210986

Common Code:
150219035

Any clearing system(s) other than Not Applicable
Euroclear France, Euroclear Bank
S.A./N.V. and Clearstream Banking,
société anonyme and the relevant
identification number(s):

Delivery:
Delivery free of payment

Names and addresses of additional Not Applicable
Paying Agent(s) (if any):

Name and address of the entities Not Applicable
which have a firm commitment to act
as intermediaries in secondary trading,
providing liquidity through bid and
offer rates and description of the main
terms of their commitment:

Common Depositary:
Not Applicable

Registrar:
Not Applicable

The aggregate principal amount of Not Applicable
Notes issued has been translated into
Euro at the rate of [·] producing a sum
of:

12.
TERMS AND CONDITIONS OF THE OFFER

Not Applicable

1509223.1
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ADDITIONAL INFORMATION
TAIWAN TAXATION
The following is a summary of certain Taiwan tax consequences with respect to the holders of
the Notes, and is prepared based on current laws and regulations of Taiwan. It does not
purport to be comprehensive and does not constitute legal or tax advice. Investors
(particularly those subject to special tax rules, such as banks, dealers, insurance companies
and tax-exempt entities) should consult with their own tax advisers regarding the tax
consequences of an investment in the Notes.
Interest on the Notes
As the Issuer of the Notes is not a Taiwanese statutory tax withholder, there is no Taiwanese
withholding tax on the interest to be paid by the Issuer on the Notes.
Taiwanese corporate holders must include the interest receivable under the Notes as part of
their taxable income and pay income tax at a flat rate of 17 per cent. (unless the total taxable
income for a fiscal year is under NT$120,000), as they are subject to income tax on their
worldwide income on an accrual basis. The alternative minimum tax ("AMT") is not
applicable.
Sale of the Notes
In general, the sale of corporate bonds or financial bonds is subject to 0.1 per cent. securities
transaction tax ("STT") on the transaction price. However, Article 2-1 of the Taiwan
Securities Transaction Tax Act prescribes that STT will cease to be levied on the sale of
corporate bonds and financial bonds for seven years from 1 January 2010 to 31 December
2016. Therefore, the sale of the Notes will be exempt from STT if the sale is conducted on or
before 31 December 2016. Starting from 1 January 2017, any sale of the Notes will be subject
to STT at 0.1 per cent. of the transaction price, unless otherwise provided by the tax laws that
may be in force at that time.
Capital gains generated from the sale of bonds are exempt from income tax. Accordingly,
Taiwanese corporate holders are not subject to income tax on any capital gains generated
from the sale of the Notes. However, Taiwanese corporate holders should include the capital
gains in calculating their basic income for the purpose of calculating their AMT. If the
amount of the AMT exceeds the annual income tax calculated pursuant to the Income Basic
Tax Act (also known as the AMT Act), the excess becomes the Taiwanese corporate holders'
AMT payable. Capital losses, if any, incurred by such holders could be carried over 5 years to
offset against capital gains of same category of income for the purposes of calculating their
AMT.
Non-Taiwanese corporate holders with a fixed place of business (e.g., a branch) or a business
agent in Taiwan are not subject to income tax on any capital gains generated from the sale of
1509223.1
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