(1) AMF approbation and admission to trading of the Notes issued under the Programme
This Base Prospectus has been approved by the AMF in France in its capacity as competent authority pursuant to the Prospectus Regulation. The AMF only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval shall not be considered as an endorsement of the Issuer or of the quality of the Notes which are the subject of this Base Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes.
This Base Prospectus is valid until 28 July 2021. The obligation to supplement the Base Prospectus in the event of significant new factors, material mistakes or material inaccuracies does not apply when the Base Prospectus is no longer valid.
Application may be made to list and admit any Series of Notes issued hereunder to trading on Euronext Paris and/or on any other Regulated Market.
(2) Corporate Authorisation
Any issuance of Notes under the Programme, to the extent that such Notes constitute obligations under French law, requires the prior authorisation of the Board of Directors (Conseil d’administration) of the Issuer, which may delegate its powers to any person of its choice pursuant to Article L. 228-40 of the French Code de commerce. The applicable authorisation and delegation will be mentioned in the relevant Final Terms. Any issue of Notes, to the extent that such Notes do not constitute obligations, will fall within the general powers of the Directrice Générale of the Issuer. On 19 February 2020, the Board of Directors (Conseil d’administration) of the Issuer authorised, for a period of one year, the issuance of Notes for (i) a maximum aggregate amount of Euro 1,200,000,000 and (ii) an additional maximum aggregate amount of Euro 500,000,000 for Notes having an initial maturity less than or equal to twenty-four months.
(3) No Significant Change in the Financial Position or Financial Performance of the Issuer
Save as disclosed in this Base Prospectus (including the Documents Incorporated by Reference), including with respect to the impact that the sanitary crisis resulting from the coronavirus (COVID-19) may have, there has been no significant change in the financial position or financial performance of the Issuer or of the Group since 30 June 2020.
(4) Material adverse change in the prospects of the Issuer
Save as disclosed in this Base Prospectus (including the Documents Incorporated by Reference), including with respect to the impact that the sanitary crisis resulting from the coronavirus (COVID-19) may have, there has been no material adverse change in the prospects of the Issuer or the Group since 31 December 2019.
(5) Material contracts
There are no material contracts that are not entered into the ordinary course of the Issuer's business which could result in any member of the Group being under an obligation or entitlement that is material to the Issuer's ability to meet its obligation to Noteholders in respect of the Notes being issued.
(6) Legal and Arbitration Proceedings
Save as disclosed in this Base Prospectus (including the Documents Incorporated by Reference), neither the Issuer nor any other member of the Group is or has been involved in any governmental, legal or arbitration proceedings (including any such proceeding which are pending or threatened of which the Issuer is aware), during the period of twelve (12) months prior to the date of this Base Prospectus which may have, or have had in the recent past, significant effects on the financial position or profitability of the Issuer or the Group.
(7) Definitive Materialised Note
Each Definitive Materialised Note with an initial maturity of more than 365 days, where TEFRA D is specified in the Final Terms, and any Receipt, Coupon and Talon relating thereto, will bear the following legend: “ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS
UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED”.
(8) Clearing Systems
Application may be made for Notes to be accepted for clearance through Euroclear France (66, rue de la Victoire 75009 Paris, France) and/or Euroclear (1, boulevard du Roi Albert II, 1210 Bruxelles, Belgium) and Clearstream (42, avenue John Fitzgerald Kennedy, L-1855 Luxembourg, Grand-Duchy of Luxembourg).
The appropriate Common Code and the International Securities Identification Number (ISIN) or the identification number for any other relevant clearing system for each Series of Notes will be set out in the relevant Final Terms.
Dematerialised Notes will be inscribed in the books of Euroclear France, acting as central depositary.
Dematerialised Notes which are in registered form (au nominatif) are also inscribed either with the Issuer or with the registration agent.
(9) Documents on Display
For so long as Notes may be issued pursuant to this Base Prospectus, copies of the following documents will, when published, be available on the website of the Issuer (www.gecina.fr):
(i) the statuts of the Issuer (https://www.gecina.fr/sites/default/files/2020-04/2020_04_23_statuts_gecina_-_uk_version.pdf);
(ii) a copy of the Documents Incorporated by Reference, which comprise the 2018 Registration Document, the 2019 Universal Registration Document and the Amendment to the 2019 Universal Registration Document of the Issuer, together with any supplement to the Documents Incorporated by Reference;
(iii) a copy of this Base Prospectus together with any supplement to this Base Prospectus or further Base Prospectus;
(iv) any Final Terms relating to Notes admitted to trading on Euronext Paris or any other Regulated Market;
(v) any reports, letters and other documents, historical financial information, valuations and statements prepared by any expert at the Issuer’s request any part of which is included or referred to in this Base Prospectus in respect of each issue of Notes.
The Agency Agreement (which includes the form of the lettre comptable, of the Temporary Global Certificates, of the Definitive Materialised Notes, of the Coupons, of the Receipts and of the Talons) will be available during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted), for inspection free of charge, at the registered office of the Issuer.
(10) Publication of the Base Prospectus and the Final Terms
This Base Prospectus and any Supplement to this Base Prospectus will be published on the websites of (a) the AMF (www.amf-france.org) and (b) the Issuer (www.gecina.fr). The Final Terms related to Notes traded on any Regulated Market in accordance with the Prospectus Regulation will be published, so long as such Notes are admitted to trading on Euronext Paris, on the websites of (a) the AMF (www.amf-france.org) and (b) the Issuer (www.gecina.fr). The documents incorporated by reference in the Base Prospectus or in any Supplement will also be published on the websites of (a) the Issuer (www.gecina.fr) and (b), provided they constitute documents on which the AMF has granted a registration number, the AMF (www.amf-france.org). This Base Prospectus, any Supplement to this Base Prospectus, the Final Terms related to Notes traded on a Regulated Market in accordance with the Prospectus Regulation, any document incorporated by reference in this Base Prospectus or in any Supplement and the statuts (By-laws) of the Issuer will be available and may be obtained, free of charge, during usual business hours at the registered office of the Issuer.
In addition, should the Notes be admitted to trading on a Regulated Market other than Euronext Paris, in accordance with the Prospectus Regulation, the Final Terms related to those Notes will provide whether this Base Prospectus and the relevant Final Terms will be published on the website of (x) the Regulated Market where the Notes have been admitted to trading or (y) the competent authority of the Member State of the EEA or of the United Kingdom where the Notes have been admitted to trading.
(11) Publication of Accounts
The Issuer publishes (i) audited annual non-consolidated and consolidated accounts and (ii) unaudited semi-annual consolidated accounts.
(12) Statutory Auditors
Mazars, 61 rue Henri Regnault, 92400 Courbevoie, France and PricewaterhouseCoopers Audit, 63 rue de Villiers, 92208 Neuilly-sur-Seine cedex, France have audited and rendered (i) unqualified audit reports on the consolidated financial statements of the Issuer for the financial years ended 31 December 2019 and 2018 and (ii) a limited review report on the interim consolidated financial statements of the Issuer for the half year ended 30 June 2020. Mazars and PricewaterhouseCoopers Audit belong to the Compagnie Régionale des Commissaires aux Comptes de Versailles.
(13) Ratings
The Programme has been rated A- (senior unsecured debt) by S&P and A3 (senior unsecured debt) by Moody’s.
The long term debt of the Issuer is currently rated A- (with stable outlook) by S&P and A3 (with stable outlook) by Moody’s.
(14) Stabilisation
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the stabilising manager(s) (the “Stabilising Manager(s)”) (or any person acting on behalf of any Stabilising Manager(s)) in the relevant 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, stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche is made and, if begun, may cease at any time, but it must end no later than the earlier of thirty (30) calendar days after the issue date of the relevant Tranche and sixty (60) calendar days after the date of the allotment of the relevant Tranche. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or any person acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.
(15) Currencies
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to “€”, “Euro”, or “euro” are to the single currency of the participating Member States of the European Union which was introduced on 1 January 1999, references to “£”, “GBP” and “Sterling” are to the lawful currency of the United Kingdom, references to “USD” and “U.S. Dollars” are to the lawful currency of the United States of America, references to “Japanese yen” and “Yen” are to the lawful currency of Japan and references to “Swiss francs” are to the lawful currency of the Helvetic Confederation.
(16) Conflicts of interests
There are no conflicts of interests between the duties of the members of the administrative, management and supervisory bodies of the Issuer to the Issuer and their private interests or their other duties.
(17) Benchmarks Regulation
Amounts payable under the Notes may be calculated by reference to one or more "benchmarks" for the purposes of the Benchmarks Regulation. In this case, a statement will be included in the applicable Final Terms as to whether or not the relevant administrator of the "benchmark" is included in ESMA's register of administrators under Article 36 of the Benchmarks Regulation.
(18) Legal Entity Identifier (LEI)
The LEI of the Issuer is 9695003E4MMA10IBTR26.
PERSON RESPONSIBLE FOR THE BASE PROSPECTUS