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

has been taken by the Issuer, the Dealers or the Arranger which would permit a public
offering of any Notes or distribution of this Base Prospectus in any such jurisdiction
where action for that purpose is required. Accordingly no Notes may be offered or
sold, directly or indirectly and neither this Base Prospectus nor any Final Terms or
other offering material may be distributed or published in any jurisdiction, except
under circumstances that will result in compliance with any applicable laws and
regulations and the Dealers have represented that all offers and sales by them will be
made on the same terms. Persons into whose possession this Base Prospectus or
any Final Terms comes are required by the Issuer and the Dealers to inform
themselves about and to observe any such restrictions.
For a description of certain restrictions on offers, sales and deliveries of Notes and on
the distribution of this Base Prospectus or any Final Terms and other offering material
relating to the Notes, see "Subscription and Sale". In particular, Notes have not been
and will not be registered under the United States Securities Act of 1933, as amended,
and may include Notes in bearer form which are subject to U.S. tax law requirements.
Under United States legislation, subject to certain exceptions, Notes may not be
offered, sold or delivered within the United States or to U.S. persons.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation
to subscribe for or purchase any Notes and should not be considered as a
recommendation by the Issuer, the Dealers or any of them that any recipient of this
Base Prospectus or any Final Terms should subscribe for or purchase any Notes.
Each recipient of this Base Prospectus or any Final Terms shall be taken to have
made its own investigation and appraisal of the condition (financial or otherwise) of
the Issuer.
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 persons acting on behalf
of any Stabilising Manager(s)) in the applicable Final Terms may over-allot Notes or
effect transactions with a view to supporting the market price of the Notes at a level
higher than that which might otherwise prevail. However, there is no assurance that
the Stabilising Manager(s) (or persons 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 Final 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 overallotment
must 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 addition, liquidity provider(s) may be appointed in connection with the issue of any
Tranche, in which case the applicable Final Terms will include all relevant details
regarding the entity (ies) which have a firm commitment to act as intermediary (ies) in
secondary trading.
All references in this Base Prospectus to "€", "EUR" and "Euro" are to the single
currency introduced at the start of the third stage of European Economic and
Monetary Union pursuant to the Treaty establishing the European Community, as
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