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JCDecaux SA

10/23/2018 | Press release | Distributed by Public on 10/23/2018 09:44

JCDecaux – Prospectus - €300,000,000 Floating Rate Notes (anglais seulement)

Prospectus dated 22 October 2018

300,000,000 Floating Rate Notes due 24 October 2020

Issue Price: 100.122 per cent.

Duration: 2 years

The 300,000,000 floating rate notes of JCDecaux SA (the Issuer) maturing on 24 October 2020 (the Notes) will be issued on 24 October 2018 (the Issue Date).

Interest on the Notes will accrue from, and including, the Issue Date at a floating rate calculated on the basis of three-month EURIBOR plus a margin of 0.33 per cent. per annum, payable quarterly in arrear, on or about 24 January, 24 April, 24 July and 24 October in each year, and for the first time on 24 January 2019 as further described in "Terms and Conditions of the Notes - Interest" of this prospectus (the Prospectus).

Unless previously redeemed or purchased and cancelled, the Notes will be redeemed at par on 24 October 2020 (the Maturity Date).

The Notes may, and in certain circumstances shall, be redeemed before the Maturity 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 Notes - Taxation").

The Issuer may, at its option redeem all but not some only of the outstanding Notes at par plus accrued interest in the event that twenty (20) per cent. or less of the initial aggregate principal amount of the Notes remains outstanding, in accordance with the provisions set out in "Terms and Conditions of the Notes - Squeeze Out Redemption".

In addition, each Noteholder (as defined in "Terms and Conditions of the Notes") may, under certain conditions, request the Issuer to redeem all or part of the Notes held by such Noteholder at their principal amount together with any accrued interest, all as defined, and in accordance with the provisions set out in "Terms and Conditions of the Notes - Redemption at the option of the Noteholders following a Change of Control".

The Notes will be issued in dematerialised bearer form in the denomination of € 100,000 each. Title to the Notes will be evidenced in accordance with Articles L.211-3 et seq. and R.211-1 et seq. of the French Code monétaire et financier by book entries. 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. Account Holder shall mean any intermediary institution entitled to hold, directly or indirectly, accounts on behalf of its customers with Euroclear France, Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V.

This Prospectus constitutes a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC of the European Parliament and of the Council dated 4 November 2003, as amended (the Prospectus Directive). Application has been made to the Autorité des marchés financiers (AMF) for approval of this Prospectus in its capacity as competent authority pursuant to Article 212-2 of its Règlement Général which implements the Prospectus Directive.

Application has been made to admit to trading the Notes, as of their Issue Date on the regulated market of Euronext Paris (Euronext Paris). Euronext Paris is a regulated market within the meaning of the Directive 2014/65/EU of the European Parliament and of the Council dated 15 May 2014.

The long term debt of the Issuer has been rated BBB (stable outlook) by Standard & Poor's Financial Services LLC and Baa2 (stable outlook) by Moody's Investors Service, Inc. As at the date of this Prospectus, Standard & Poor's Financial Services LLC and Moody's

Investors Service, Inc are established in the European Union and are registered under the Regulation (EC) No. 1060/2009 of the European Parliament and of the Council dated 16 September 2009, as amended (the CRA Regulation). As such Standard & Poor's Financial Services LLC and Moody's Investors Service, Inc are included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at https:/www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation. A credit rating is not a recommendation to buy, sell or hold securities and may be suspended, revised or withdrawn by the rating agency at any time without notice.

Copies of this Prospectus and the documents incorporated by reference in this Prospectus (save for the 2018 Half-Year Report) are available on the websites of the AMF (www.amf-france.org) and of the Issuer(www.jcdecaux.com)and may be obtained, without charge on request, at the principal office of the Issuer during normal business hours. The 2018 Half-Year Report is available on the Issuer's website (www.jcdecaux.com).

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 Notes.

Joint Lead Managers

BNP PARIBASGoldman Sachs International

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This Prospectus has been prepared for the purpose of giving information with respect to the Issuer and the Issuer and its consolidated subsidiaries taken as a whole (the Group) as well as the Notes 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.

This Prospectus is to be read in conjunction with all the documents which are incorporated herein by reference.

None of the Joint Lead Managers (as defined in "Subscription and Sale" below) has independently verified the information contained in this Prospectus. Accordingly, none of the Joint Lead Managers makes 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 Notes 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 Notes.

No person is authorised to give any information or to make any representation related to the issue, offering or sale of the Notes 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 Notes at any time does not imply (i) that there has been no change with respect to the Issuer or the Group, since the date hereof and (ii) that the information contained or incorporated by reference in it is correct as at any time subsequent to its date. None of the Joint Lead Managers undertakes 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 Notes of any information coming to their attention.

The Prospectus and any other information relating to the Issuer or the Notes 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 Notes. Each prospective investor of Notes should determine for itself the relevance of the information contained in this Prospectus and its purchase of Notes should be based upon such investigation as it deems necessary. Investors should review, inter alia, the documents incorporated by reference into this Prospectus (see "Documents Incorporated by Reference" below) when deciding whether or not to subscribe for or to purchase the Notes. Investors should in particular conduct their own analysis and evaluation of risks relating to the Issuer, the Group, their business, their financial condition and the issued Notes and consult their own financial or legal advisers about risks associated with an investment in the Notes and the suitability of investing in the Notes 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 Notes.

The distribution of this Prospectus and the offering or the sale of the Notes in certain jurisdictions may be restricted by law or regulation. Neither the Issuer nor the Joint Lead Managers represent that this Prospectus may be lawfully distributed, or that any Notes 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 responsibility for facilitating any such distribution, offering or sale. In particular, no action has been taken by the Issuer or the Joint Lead Managers which is intended to permit a public offering of any Notes or distribution of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Note 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 or 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 Notes and distribution of this Prospectus and of any other offering material relating to the Notes, see "Subscription and Sale" below.

PRIIPS REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU as amended (MiFID II); or (ii) a customer within the meaning of Directive 2016/97/EU, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

Consequently no key information document required by Regulation (EU) No 1286/2014, as amended (the PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET - Solely for the purposes of each manufacturer's product approval process, the target market

assessment in respect of the Notes, taking into account the five categories referred to in item 18 of the Guidelines on MiFID II product governance requirements published by ESMA dated 5 February 2018, has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a Distributor) should take into consideration the manufacturers' target market

assessment; however, a Distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933 as amended (the Securities Act). The Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act (Regulation S))

except pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act. The Notes are being offered and sold only outside the United States to non-U.S. persons in compliance with Regulation S.

In addition, until forty calendar days after the commencement of the offering of the Notes, an offer or sale of Notes within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act.

In this Prospectus, references to , EURO, EUR or to euro are to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended.

TABLE OF CONTENTS

Risk Factors ........................................................................................................................................................ 5

Documents Incorporated by Reference ............................................................................................................ 13

Terms and Conditions of the Notes .................................................................................................................. 16

Use of Proceeds ................................................................................................................................................ 30

Description of the Issuer ................................................................................................................................... 31

Recent Developments ....................................................................................................................................... 32

Taxation ............................................................................................................................................................ 37

Subscription and Sale ....................................................................................................................................... 39

General Information ......................................................................................................................................... 41

Person responsible for the Information contained in the Prospectus ................................................................ 43

RISK FACTORS

In purchasing the Notes, investors assume the risk that the Issuer may become insolvent or otherwise be unable to make all payments due in respect of the Notes. There is a wide range of factors which individually or together could result in the Issuer becoming unable to make all payments due in respect of the Notes. It is not possible to identify all such factors or to determine which factors are most likely to occur, as the Issuer may not be aware of all relevant factors and certain factors which it currently deems not to be material may become material as a result of the occurrence of events outside the Issuer's control. The Issuer has identified in this Prospectus a number of factors which could materially adversely affect its business and ability to make payments due under the Notes. The order in which the following risks factors are presented is not an indication of the likelihood of their occurrence.

In addition, factors which are material for the purpose of assessing the market risks associated with the Notes are also described below.

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 Notes. The following statements are not exhaustive. In addition, investors should be aware that the risks described 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.

Terms defined in "Terms and Conditions of the Notes" below shall have the same meaning where used below.

1.

Risks relating to the Issuer

The risk factors relating to the Issuer and its business are set out in the 2017 Registration Document and the 2018 Half-Year Report which are incorporated by reference in this Prospectus, as set out in the section "Documents Incorporated by Reference" on pages 13 to 15 of this Prospectus, and in particular, the cross reference table included therein, and include the following:

  • Risks related to the Group's business

    • Risks related to the Group's reputation

    • Risks related to reliance on key executive officers

    • Risks related to the economic environment

    • Counterparty risks related to dependence on customers and suppliers

    • Risks related to public procurement procedures

  • Legal and regulatory risks

    • Risks related to the specific regulations applicable to the Group

    • Risks related to ongoing litigation

    • Risks related to intellectual property

  • Risks related to acquisitions/ Risks related to external growth