RFF EMTN Troisième Supplement 2013

PR Newswire/Les Echos/ THIRD SUPPLEMENT DATED 15 NOVEMBER 2013 TO THE EURO MEDIUM TERM NOTE PROGRAMME BASE PROSPECTUS DATED 6 JUNE 2013 Réseau Ferré de France (established as an "établissement public industriel et commercial" under the laws of the Republic of France) Euro 40,000,000,000 Euro Medium Term Note Programme This third supplement (the "Third Supplement") is supplemental to, and should be read in conjunction with, the Base Prospectus dated 6 June 2013 (the "Base Prospectus") as supplemented on 24 July 2013 (the "First Supplement") and on 3 September 2013 (the "Second Supplement") prepared in relation to the EUR40,000,000,000 Euro Medium Term Note Programme of Réseau Ferré de France ("RFF") (the "Programme"). The Base Prospectus as supplemented constitutes a base prospectus for the purpose of the Directive 2003/71/EC (as amended by Directive 2010/73/EU, to the extent implemented in the Relevant Member State, the "Prospectus Directive"). The Autorité des marchés financiers (the "AMF") has granted visa n°13-263 on 6 June 2013 on the Base Prospectus, visa n°13-413 on 24 July 2013 on the First Supplement and visa n°13-470 on 3 September 2013 on the Second Supplement. Application has been made for approval of this Third Supplement to the AMF in its capacity as competent authority pursuant to article 212-2 of its Règlement Général which implements the Prospectus Directive in France. This Third Supplement constitutes a supplement to the Base Prospectus as supplemented by the First Supplement and the Second Supplement, and has been prepared for the purpose of article 16.1 of the Prospectus Directive and of article 212-25 of the AMF's Règlement Général. Terms defined in the Base Prospectus as supplemented by the First Supplement and the Second Supplement have the same meaning when used in the Third Supplement. This Third Supplement has been prepared for the purposes of reflecting the rating downgrade by Standard & Poor's Ratings Services, a division of The McGraw Hill Companies, Inc. of RFF's long term debt from AA+ to AA with Outlook Stable. Save as disclosed in this Third Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus as supplemented by the First Supplement and the Second Supplement which is material in the context of the Programme since the publication of the Second Supplement. To the extent that there is any inconsistency between (a) any statements in this Third Supplement and (b) any other statement in, or incorporated in, the Base Prospectus as supplemented, the statements in the Third Supplement will prevail. Copies of this Third Supplement (a) may be obtained, free of charge, during normal business hours at the specified office of the Issuer, the Fiscal Agent and the Registrar and any Transfer Agent, at the specified office in Luxembourg of the Principal Paying Agent and at the specified office in Paris of the Paris Paying Agent, (b) will be available on the website of the AMF (www.amf- france.org) and (c) will be available on the website of the Issuer (www.rff.fr). In relation to any offer of Notes to the public, and provided that the conditions of article 16 (2) of the Prospectus Directive are fulfilled, investors who have already agreed to purchase or subscribe for Notes to be issued under the Programme before this Third Supplement is published, have the right according to article 16 (2) of the Prospectus Directive, to withdraw their acceptances within a time limit of two (2) working days after the publication of this Third Supplement, i.e. until 20 November 2013. TABLE OF CONTENTS Page RATINGS...................................................................3 SUMMARY OF THE PROGRAMME..................................................4 RÉSUMÉ EN FRANÇAIS (FRENCH LANGUAGE SUMMARY OF THE PROGRAMME).............5 PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE THIRD SUPPLEMENT......6 RATINGS The fifth paragraph appearing on the cover of the Base Prospectus is hereby deleted and shall be replaced with the following: "The Programme has been rated Aa1 by Moody's Investors Service, AA with Outlook Stable by Standard & Poor's Ratings Services, a division of The McGraw Hill Companies, Inc. and AA+ with Rating Watch Negative by Fitch Ratings Ltd. Credit ratings are subject to revision, suspension or withdrawal at any time by the relevant rating organisation. Whether or not each credit rating applied for in relation to a relevant Series of Notes will be issued by a credit rating agency established in the European Union and registered under Regulation (EU) No 1060/2009, as amended by Regulation (EU) No. 513/2011, (the CRA Regulation) will be disclosed in the Final Terms. In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under the CRA Regulation. Each of Moody's Investors Service, Standard & Poor's Ratings Services, a division of The McGraw Hill Companies, Inc. and Fitch Ratings Ltd. is established in the European Union and registered under the CRA Regulation. Where an issue of Notes is rated, its rating will not necessarily be the same as the rating assigned to the Programme. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency." SUMMARY OF THE PROGRAMME The first paragraph of the subsection B.17 entitled "Credit ratings" of the section entitled "Summary of the Programme" on pages 17-18 of the Base Prospectus shall be deleted and replaced with the following: "The Programme (as defined below) has been rated Aa1 by Moody's Investors Service, AA with Outlook Stable by Standard & Poor's Ratings Services, a division of The McGraw Hill Companies, Inc. and AA+ with Rating Watch Negative by Fitch Ratings Ltd.. The ratings of certain Series (as defined below) of Notes to be issued under the Programme may be specified in the applicable Final Terms." RÉSUMÉ EN FRANÇAIS (FRENCH LANGUAGE SUMMARY OF THE PROGRAMME) The first paragraph of the subsection B.17 entitled "Notations de crédit" of the section entitled "Résumé en Français (French Language Summary of the Programme)" on pages 43-44 of the Base Prospectus shall be deleted and replaced with the following: "Le Programme (tel que défini ci-dessous) a été noté Aa1 par Moody's Investors Service, AA avec Perspective Stable (Outlook Stable) par Standard & Poor's Ratings Services, une division de The McGraw Hill Companies, Inc. et AA+ avec Rating Watch Negative par Fitch Ratings Ltd.. Les notations de certaines Souches (telles que définies ci-dessous) de Titres qui seront émises dans le cadre du Programme seront précisées dans les Conditions Définitives applicables." PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE THIRD SUPPLEMENT Person responsible for this Third Supplement Valérie Champagne Directeur général adjoint finances et achats of RFF Declaration by person responsible for this Third Supplement The Issuer declares, after having taken all reasonable care to ensure that such is the case and to the best of the knowledge of the Issuer, that the information contained in this Third Supplement is in accordance with the facts and contains no omission likely to affect its import. The consolidated and the non-consolidated financial statements of RFF for the years ended 31 December 2011 and 31 December 2012 were audited by the statutory auditors who issued audit reports which are reproduced on pages 176-179 and 180-183 of the 2011 Financial Report and on pages 248-251 and 252-255 of the 2012 Financial Report. These reports contain observations. The statutory auditors' report on the consolidated financial statements for the year ended 31 December 2011 contain the following observations: "Without qualifying our opinion, we draw your attention to the matters set out in the following notes to the consolidated financial statements: (i) Notes 2.3 "Other items of comparability" and 4.3.3 "Assets commissioned during the year" to the consolidated financial statements which present the estimated impact of delays in recognising the commissioning of projects that are contracted out and (ii) Note 4.12.2 "Movements in provisions" which presents the uncertainties regarding the measurement of: (a) ongoing litigation concerning the flooding in Arles in December 2003 and (ii) provisions for decontamination and environmental risks, based on currently available information regarding the assets to be treated." The statutory auditors' report on the financial statements for the year ended 31 December 2011 contain the following observations: "Without qualifying our opinion, we draw your attention to the matters set out in the following notes to the financial statements: (i) Note 4 "Significant events" and 7.1.1 "Property, plant and equipment and intangible assets" to the financial statements which present the estimated impact of delays in recognising the commissioning of projects that are contracted out and (ii) Note 7.1.15 "Provisions for contingencies and losses" which presents the uncertainties regarding the measurement of (a) ongoing litigation regarding the flooding in Arles in December 2003; and (b) provisions for decontamination and environmental risks, based on currently available information regarding the assets to be treated." The statutory auditors' report on the consolidated financial statements for the year ended 31 December 2012 contains the following emphasis of matters : "without qualifying the above opinion, we draw your attention to the matters set out in the following notes to the consolidated financial statements : (i) Notes 2.2 "significant events and transactions" and 4.3.3 "mises en service" which set forth the estimated impact of the delays of "mises en service comptables" of delegated projects and (ii) Note 4.12.2 "changes in provisions" which sets forth the existing uncertainty about the measurement of : (a) ongoing litigation concerning the flooding in Arles in December 2003 and (b) provisions for decontamination and environmental risks." The statutory auditor's report on the individual financial statements for the year ended 31 December 2012 contains the following emphasis of matters : "without qualifying the above opinion, we draw your attention to the following notes to the financial statements : (i) Notes 4 "significant event" and 7.1.1 " Tangible and intangible assets" which set forth the estimated impact of the delays of "mises en service comptables" of delegated projects and (ii) Note 7.1.16 "Provisions" which sets forth the existing uncertainty about the measurement of : (a) ongoing litigation concerning the flooding in Arles in December 2003 and (b) provisions for decontamination and environmental risks." The consolidated interim financial statements of RFF as at, and for the six months ended, 30 June 2013, were audited by the statutory auditors who issued a limited review report which is reproduced on pages 65-67 of the 2013 Half Year Financial Report. This report contains observations. The statutory auditors' report on the Issuer's consolidated interim financial statements as at, and for the six months ended, 30 June 2013, contain the following emphasis of matters: "without qualifying our conclusion, we draw your attention to the following Notes to the condensed half-year consolidated financial statements: (i) Note 3: "Significant events and transactions" which sets forth the estimated impact of the delays of "mises en service comptables" of delegated projects and (ii) Note 6.8: "Provisions" which sets forth the existing uncertainty about the measurement of: (a) ongoing litigations concerning the flooding in Arles in December 2003 and (b) provisions for decontamination and environmental risks". Paris, 15 November 2013 Réseau Ferré de France 92, avenue de France 75648 Paris France Duly represented by: Valérie Champagne Directeur général adjoint finances et achats of RFF Autorité des marchés financiers In accordance with Articles L.412-1 and L.621-8 of the French Code monétaire et financier and with the General Regulations (Réglement Général) of the Autorité des marchés financiers (the "AMF"), in particular Articles 212-31 to 212-33, the AMF has granted to this Third Supplement the visa n°13-620 on 15 November 2013. This document may only be used for the purposes of a financial transaction if completed by Final Terms. It was prepared by the Issuer and its signatories assume responsibility for it. In accordance with Article L.621-8-1-I of the French Code monétaire et financier, the visa was granted following an examination by the AMF of "whether the document is complete and comprehensible, and whether the information it contains is coherent". It does not imply an approval by the AMF of the opportunity of the transactions contemplated hereby nor that the AMF has verified the accounting and financial data set out in it. In accordance with Article 212-32 of the AMF's General Regulations, any issuance or admission to trading of notes on the basis of the Base Prospectus as supplemented shall be subject to the publication of Final Terms setting out the terms of the securities being issued. The content and accuracy of news releases published on this site and/or distributed by PR Newswire or its partners are the sole responsibility of the originating company or organisation. Whilst every effort is made to ensure the accuracy of our services, such releases are not actively monitored or reviewed by PR Newswire or its partners and under no circumstances shall PR Newswire or its partners be liable for any loss or damage resulting from the use of such information. All information should be checked prior to publication.