Under the Euro Medium Term Note Programme ... - Finance - EDF

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SUBSCRIPTION AND SALE Subject to the terms and on the conditions contained in an amended and restated dealer agreement dated 1 June 2012 (as amended or supplemented from time to time, the "Amended and Restated Dealer Agreement") between the Issuer, the Permanent Dealers and the Arranger, the Notes will be offered on a continuous basis by the Issuer to the Permanent Dealers. However, the Issuer has reserved the right to sell Notes directly on its own behalf to Dealers that are not Permanent Dealers. The Notes may be resold at prevailing market prices, or at prices related thereto, as determined by the relevant Dealer, at the time of such resale. The Notes may also be sold by the Issuer through the Dealers, acting as agents of the Issuer. The Amended and Restated Dealer Agreement also provides for Notes to be issued in syndicated Tranches that are jointly and severally underwritten by two or more Dealers. The Issuer will pay each relevant Dealer a commission as agreed between them in respect of Notes subscribed by it. The Issuer has agreed to reimburse the Arranger for their expenses incurred in connection with the Programme and the Dealers for certain of their activities in connection with the Programme. The Issuer has agreed to indemnify the Dealers against certain liabilities in connection with the offer and sale of the Notes. The Amended and Restated Dealer Agreement entitles the Dealers to terminate any agreement that they make to subscribe Notes in certain circumstances prior to payment for such Notes being made to the Issuer. United States of America The Notes have not been and will not be registered under the U.S. Securities Act of 1933 as amended (the "Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act ("Regulation S"). Materialised Bearer Notes 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 United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code and regulations thereunder. Each Dealer has agreed and each further Dealer appointed under the Programme will be required to agree that, except as permitted by the Amended and Restated Dealer Agreement, it will not offer, sell or, in the case of Materialised Bearer Notes, deliver Notes, (i) as part of their distribution at any time or (ii) otherwise until 40 days after the completion of the distribution of any identifiable Tranche as determined, and certified to the Issuer, by the Fiscal Agent, or in the case of Notes issued on a syndicated basis, the Lead Manager, within the United States or to, or for the account or benefit of, U.S. persons, and it will have sent to each dealer to which it sells Notes during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used in the preceding sentence have the meanings given to them by Regulation S. -166 -
Subscription and Sale The Notes are being offered and sold outside the United States to non-U.S. persons in reliance on Regulation S. In addition, until 40 days after the commencement of the offering of any identifiable Notes, an offer or sale of Notes within the United States by any dealer (whether or not participating in the offering of such Notes) may violate the registration requirements of the Securities Act. This Base Prospectus has been prepared by the Issuer for use in connection with the offer and sale of the Notes outside the United States. The Issuer and the Dealers reserve the right to reject any offer to purchase the Notes, in whole or in part, for any reason. This Base Prospectus does not constitute an offer to any person in the United States. Distribution of this Base Prospectus by any non-U.S. person outside the United States to any U.S. person or to any other person within the United States, is unauthorised and any disclosure without the prior written consent of the Issuer of any of its contents to any such U.S. person or other person within the United States, is prohibited. Public Offer Selling Restriction under the Prospectus Directive In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and will not make an offer of Notes which are the subject of the offering contemplated by the Base Prospectus as completed by the Final Terms in relation thereto to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Notes to the public in that Relevant Member State: (a) (b) (c) Approved Prospectus: if the Final Terms in relation to the Notes specify that an offer of those Notes may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State (a "Non-exempt Offer"), following the date of publication of a prospectus in relation to such Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, provided that (a) the Issuer has given its written consent and (b) any such prospectus has subsequently been completed by the Final Terms contemplating such Non-exempt Offer, in accordance with the Prospectus Directive, in the period beginning and ending on the dates specified in such prospectus or final terms, as applicable; Qualified investors: at any time to any legal entity which is a qualified investor as defined under the Prospectus Directive; Fewer than 100 offerees: at any time to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive (as defined below), 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to -167 -
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€30,000,000,000 EURO MEDIUM TERM
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This Base Prospectus (together with
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amended, all references to "U.S.$",
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SUMMARY This summary (the "Summary"
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Summary Year Ended 31 December 2011
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Summary Currencies Status Negative
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Summary listed and admitted to trad
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Summary risk of a change of law Th
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Résumé intentée devant un tribun
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Résumé Permanents" désigne les
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Résumé Pledge) sera prévue. Cas
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Résumé l'émission indiqueront si
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Résumé ladite directive. les ris
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Risk Factors The Issuer may from ti
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Risk Factors withholding tax. If a
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Risk Factors any of the currencies
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Risk Factors Notes issued at a subs
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Risk Factors foreign exchange and o
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Risk Factors Risks associated with
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Risk Factors Risks associated with
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Risk Factors and critical infrastru
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Risk Factors Hydropower generation
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Risk Factors Increased competition
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Risk Factors Furthermore, available
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Risk Factors managed pension funds
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Risk Factors A serious nuclear acci
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Risk Factors modifications to all o
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Risk Factors A decision by the Fren
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Risk Factors materials and waste co
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Risk Factors In the field of nuclea
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Risk Factors commercial and industr
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Risk Factors However, it cannot gua
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DOCUMENTS INCORPORATED BY REFERENCE
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Documents incorporated by reference
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SUPPLEMENT TO THE BASE PROSPECTUS I
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Temporary Global Certificates issue
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Terms and Conditions of the Notes o
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Terms and Conditions of the Notes (
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Terms and Conditions of the Notes b
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Terms and Conditions of the Notes i
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Terms and Conditions of the Notes "
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Terms and Conditions of the Notes "
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Terms and Conditions of the Notes u
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Terms and Conditions of the Notes t
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Terms and Conditions of the Notes e
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Terms and Conditions of the Notes p
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Terms and Conditions of the Notes t
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Terms and Conditions of the Notes P
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Terms and Conditions of the Notes m
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Terms and Conditions of the Notes F
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Terms and Conditions of the Notes L
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DESCRIPTION OF THE ISSUER Detailed
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Description of the Issuer The EDF G
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Page 117 and 118: DESCRIPTION DE L'EMETTEUR (DESCRIPT
Page 119 and 120: Description de l'Emetteur Les activ
Page 121 and 122: Description de l'Emetteur (2) Donn
Page 123 and 124: RECENT EVENTS 1. EDF's Credit Ratin
Page 125 and 126: Recent Events The launch of this fu
Page 127 and 128: Recent Events The Group was able to
Page 129 and 130: Recent Events Q1 2012 highlights (a
Page 131 and 132: Recent Events • EDF joins the FTS
Page 133 and 134: Recent Events sector. This agreemen
Page 135 and 136: Form of Final Terms implemented in
Page 137 and 138: Form of Final Terms 7. [(i) Issue D
Page 139 and 140: Form of Final Terms (vi) Party resp
Page 141 and 142: Form of Final Terms (ii) Calculatio
Page 143 and 144: Form of Final Terms (iii) Notice pe
Page 145 and 146: Form of Final Terms consequences (i
Page 147 and 148: Form of Final Terms 39. Non Exempt
Page 149 and 150: Form of Final Terms September 2009,
Page 151 and 152: Form of Final Terms [(i) Reasons fo
Page 153 and 154: Form of Final Terms Return on deriv
Page 155 and 156: Form of Final Terms 13. [PLACING AN
Page 157 and 158: Form of Final Terms Description of
Page 159 and 160: TAXATION Payments of interest and r
Page 161 and 162: Taxation 1.2 Legal entities liable
Page 163 and 164: Taxation For these purposes, the te
Page 165: Taxation In addition, interest and
Page 169 and 170: Subscription and Sale The Republic
Page 171 and 172: Subscription and Sale Section 274 o
Page 173 and 174: GENERAL INFORMATION 1. Application
Page 175 and 176: General Information For so long as
Page 177 and 178: VISA OF THE AUTORITÉ DES MARCHÉS
Page 179 and 180: VISA DE L'AUTORITE DES MARCHES FINA
Page 181: LEGAL ADVISERS To the Issuer Hogan
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