CAISSE CENTRALE DU CREDIT IMMOBILIER DE FRANCE 3CIF

Transcription

1 THIRD SUPPLEMENT DATED 25 NOVEMBER 2015 TO THE INFORMATION MEMORANDUM DATED 19 DECEMBER 2014 CAISSE CENTRALE DU CREDIT IMMOBILIER DE FRANCE 3CIF (Incorporated in France as a société anonyme) Euro 12,000,000,000 Debt Issuance Programme unconditionally and irrevocably guaranteed by THE REPUBLIC OF FRANCE This supplement (the Third Supplement ) to the Information Memorandum dated 19 December 2014 (the Information Memorandum ) as supplemented by the First Supplement thereto dated 22 December 2014 (the First Supplement ) and the Second Supplement thereto dated 18 June 2015 (the Second Supplement ), prepared in relation to the 12,000,000,000 Debt Issuance Programme unconditionally and irrevocably guaranteed by the Republic of France for the issue of debt securities (the Notes ) of Caisse Centrale du Crédit Immobilier de France - 3CIF ( 3CIF or the Issuer ), constitutes a supplement for the purposes of Article 55 of the Luxembourg Law on of 10 July 2005 on the prospectus for securities, as amended (the Luxembourg Prospectus Act ). This Third Supplement is supplemental to, and should be read in conjunction with, the Information Memorandum as supplemented by the First Supplement and the Second Supplement. Unless the context otherwise requires, terms defined in the Information Memorandum as so supplemented have the same meaning when used in this Third Supplement. The Information Memorandum as so supplemented, together with this Third Supplement, does not constitute a prospectus as defined in Article 5.4 of Directive 2003/71/EC, as amended (the Prospectus Directive ), and may be used only for the purpose for which it is published. The Issuer accepts responsibility for the information contained in this Third Supplement. The Issuer declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Third Supplement is, to the best of its knowledge, in accordance with the facts and does not omit anything likely to affect the import of such information. This Third Supplement will be published on the website of the Luxembourg Stock Exchange ( and on the website of the Issuer ( Save as disclosed in this Third Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to the information included in the Information Memorandum as so supplemented since the publication of the Second Supplement. 1

2 To the extent that there is any inconsistency between (a) any statement in this Third Supplement and (b) any statement in or incorporated by reference in the Information Memorandum as so supplemented, the statements in (a) above will prevail. The Third Supplement has been prepared for the purpose of: incorporating by reference the English translation of the unaudited Interim Financial Statements for the six month period ended 30 June 2015 ( IFS ); reflecting the rating downgrade by Moody s Investors Services Limited of the Issuer s long-term debt from Aa1 to Aa2, following the French Republic downgrade; updating the following sections of the Information Memorandum: - Recent Developments and Outlook - on page 106; - General Information - paragraphs 3, 7 and 10 on pages 118 to 119; - Description of the Issuer fifth and ninth paragraphs on pages 92 to 93; and - Management of the Issuer the paragraph entitled General Management on page 104. DOCUMENTS INCORPORATED BY REFERENCE The first paragraph of the section entitled Documents Incorporated by Reference appearing on page 21 of the Information Memorandum is deleted and replaced with the following: This Information Memorandum should be read and construed in conjunction with the following documents: (a) (b) (c) the English translation of the 2014 Annual Report of the Issuer ( 2014 AR ); the English translation of the 2013 Annual Report of the Issuer ( 2013 AR ); and the English translation of the unaudited Interim Financial Statements for the six month period ended 30 June 2015 ( 2015 IFS ). which have been previously published or are published simultaneously with this Information Memorandum and shall be deemed to be incorporated in, and form part of, this Information Memorandum. The cross reference table of the section Documents Incorporated by Reference appearing on pages 21 and of the Information Memorandum is deleted and replaced with the following: Information incorporated by reference Reference Reference Audited annual financial statements for the financial 2014 AR 2013 AR years ended 31 December 2013 and 2014 Information about the Issuer Page 3 to 4 Business overview Pages 3 to 26 Organisational structure Pages 3 to 11 Trend information Pages 40 to 42 Board of directors and general management Pages 42 to 43 Major shareholders Page 26 Financial information concerning the Issuer Pages 23 to 25 Balance sheet Pages 50 and 51 Pages Off balance sheet items Page 52 Page 39 2

3 Income statement Page 53 Page 40 Notes in respect of the financial statements Cash Flow statements Pages 54 to 87 Page 87 Pages 41 to 70 Page 70 Auditors report in respect of the financial statements Pages 88 to 90 Pages 71 to 73 Share capital Page 26 Page 27 to 28 Unaudited semi-annual financial statements for the six 2015 IFS months ended 30 June 2015 Balance sheet Pages 24, 33 to 34 Off balance sheet items Pages 24, 35 Income statement Page 36 Notes Pages 37 to 66 Cash Flow statements Page 67 Auditors limited review report (free English language translation) Pages 68 to 69 RATINGS The first two sentences of the eighth paragraph of the cover page of the Information Memorandum shall be deleted and shall be replaced by the following: The Programme has been rated Aa2/P1 by Moody s Investors Services Limited ( Moody s ) and AA/F1+ by Fitch Ratings Limited ( Fitch Ratings ). Unless otherwise specified in the relevant Pricing Supplement, longterm Notes to be issued under the Programme will be rated Aa2 by Moody s and AA by Fitch Ratings and shortterm Notes to be issued under the Programme will be rated P1 by Moody s and F1+ by Fitch Ratings. In addition, references to the rating of Aa1 by Moody s appearing on pages 30 and 98 of the Information Memorandum shall be deemed to be Aa2. RECENT DEVELOPMENTS AND OUTLOOK The section entitled Recent Developments and Outlook appearing on page 106 of the Information Memorandum is supplemented by the addition of the following: As at 15 November 2015, the outstanding aggregate principal amount of the Notes and all other debt instruments issued by the Issuer benefiting from the State Guarantee and Temporary Guarantee stood at represented by: of French Negotiable Guaranteed Debt Securities, and of Guaranteed Notes. GENERAL INFORMATION The third paragraph of the section General Information appearing on page 118 of the Information Memorandum is deleted and replaced with the following: 3

4 3. Except as disclosed in the section entitled Recent Developments on page 106 of this Information Memorandum, no significant change has occurred in the financial position and trading position of the Issuer of the CIF Group since 30 June 2015 and no material adverse change has occurred in the prospects of the Issuer or of the CIF Group since the date of its last published audited financial statements, being 31 December The latest audited financial information is the December 2014 financial statements and the Issuer does not prepare quarterly financial statements. The seventh paragraph of the section General Information appearing on pages 118 to 119 of the Information Memorandum is deleted and replaced with the following: 7. For as long as any Notes issued under this Programme are outstanding, copies of the following documents will, when published, be available from the registered office of the Issuer and from the specified offices of the Paying Agent (free of charge) for the time being in London (where applicable, with an English translation thereof): (i) (ii) the constitutional documents (with an English translation thereof) of the Issuer; the audited financial statements of the Issuer in respect of the financial years ended 31 December 2013 and 31 December 2014 together with the audit reports prepared in connection therewith; (iii) the unaudited interim financial statements of the Issuer for the six month period ended 30 June 2015 together with the limited review report prepared in connection therewith; (iv) (v) (vi) (vii) the Agency Agreement, the Deed of Covenant, the forms of Global Notes, the definitive Notes, the Receipts, the Coupons and the Talons; a copy of this Information Memorandum and all supplements relating thereto; any future supplement to this Information Memorandum or Pricing Supplement to this Information Memorandum and any other documents incorporated herein or therein by reference; and the State Guarantee. The following paragraph is inserted after paragraph 10 of the section General Information appearing on page 119 of the Information Memorandum: 11. 3CIF s unaudited interim financial statements for the six month period ended 30 June 2015 have been the subject of a limited review by the Issuer s independent auditors without qualifications but, without qualifying such limited review report, such limited review report draws attention to the matters set out in Notes 1.1 State guarantee, 1.7 Events occurring after the balance sheet date, 2.1 Going concern and Related Party Transactions of such unaudited interim financial statements, which have been prepared on the basis of the accounting policies applicable to a going concern. DESCRIPTION OF THE ISSUER The fifth paragraph of the section Description of the Issuer appearing on page 92 of the Information Memorandum is deleted and replaced with the following paragraph: As specifically concerns lending and granting home loans, Section 3 of the 2006 Law provided for the creation of a new network, still known as Crédit Immobilier de France, comprising all the entities involved in the former Crédit Immobilier de France network s lending activities, mainly Crédit Immobilier de France Développement ( CIFD ) and its subsidiaries: 3CIF, CIF Euromortgage, the 8 regional financial subsidiaries, and Banque Patrimoine et Immobilier ( BPI ). 4

5 The ninth paragraph of the section Description of the Issuer and the accompanying organisational structure chart appearing on page 93 of the Information Memorandum are deleted and replaced with the following paragraph and organisational structure chart: As of 30 June 2015, the Crédit Immobilier de France Network, as created by the 2006 Law was organised as follows: UES-AP French Republic (1) 56 SACICAP ainority Shareholders (2) EEBE0% 0B10% Cautialis (3) Crédit Immobilier de France Développement CIFD 100 % 100 % 100 % 100 % CIF Euromortgage Caisse Centrale du Crédit Immobilier de France 3CIF Banque Patrimoine Immobilier BPI 8 Regional Financial Subsidiaries SFR 100 % Senior notes CIF Assets (FCT) 100 % Subortinated Units (1) One preferred share without voting rights (2) Primarily NPCA Holding, Groupama, CNP Assurance and CNP IAM (3) Formely Caution Mutuelle, a variable-capital company affiliated with the CIFD banking network. Real estate subsidiaries Network created by the Law of 18 December 2006 MANAGEMENT OF THE ISSUER The paragraph entitled General Management in the section Management of the Issuer is deleted and replaced with the following paragraph: General Management At its meeting on 24 June 2015, the Board of Directors appointed Jérôme Lacaille as Chief Executive Officer and Patrick Amat as Adjunct Chief Executive Officer. Jerôme Lacaille can be contacted at the following address: 3CIF 26/28, rue de Madrid Paris Phone : jerome.lacaille@3cif.fr 5

6 Patrick Amat can be contacted at the following address: 3CIF 26/28, rue de Madrid Paris Phone : patrick.amat@3cif.fr" 6