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2.4.4.2 Option of deferred payment of interest
[FONT=HBFMKN+Arial,Arial][FONT=HBFMKN+Arial,Arial]If the general meeting of CGEM shareholders, after having approved the annual accounts of CGEM, has decided not to distribute a dividend (of whatsoever nature) and if the [/FONT][/FONT][FONT=HBGAJM+Arial,Italic,Arial][FONT=HBGAJM+Arial,Italic,Arial]Gérance ([/FONT][/FONT][FONT=HBFMKN+Arial,Arial][FONT=HBFMKN+Arial,Arial]management) of CGEM has decided not to distribute an interim dividend before the approval of the accounts, and if this occurs in a period of 12 months preceding an Interest Payment Date, the [/FONT][/FONT][FONT=HBGAJM+Arial,Italic,Arial][FONT=HBGAJM+Arial,Italic,Arial]Gérance ([/FONT][/FONT][FONT=HBFMKN+Arial,Arial][FONT=HBFMKN+Arial,Arial]management) will have the right to differ the payment of interest due on this Interest Payment Date. CGEM shall notify this decision to the Noteholders, the Fiscal Agent and the Calculation Agent at the latest within the 20 Business Days preceding the relevant Interest Payment Date by publishing a notice in a financial newspaper of national distribution and by having Euronext Paris S.A. publish a notice.
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All interest (including Additional Interest as defined below) not paid on an Interest Payment Date will constitute deferred interest ("[/FONT][/FONT]Deferred Interest[FONT=HBFMKN+Arial,Arial][FONT=HBFMKN+Arial,Arial]") and will be due and payable in cash in accordance with the provisions below.
Deferred Interest will bear interest at a Fixed Rate of Interest during the period from and including 3 December 2003 to but excluding 3 December 2013 and at the 12 month Euribor Rate (as defined below) with a margin of 2.95 per cent. during the period beginning 3 December 2013 (inclusive) and ending on 3 December 2033 (exclusive)until the date on which it will be paid.
Interest on Deferred Interest (the "[/FONT][/FONT]Additional Interest[FONT=HBFMKN+Arial,Arial][FONT=HBFMKN+Arial,Arial]") will be capitalised at the end of each year in compliance with the provisions of Article 1154 of the French Civil Code and will be due and payable under the same conditions as Deferred Interest.
Deferred Interest will become payable in the following circumstances:
(i) the ordinary general meeting of CGEM shareholders will have decided to distribute a dividend or the [/FONT][/FONT][FONT=HBGAJM+Arial,Italic,Arial][FONT=HBGAJM+Arial,Italic,Arial]Gérance ([/FONT][/FONT][FONT=HBFMKN+Arial,Arial][FONT=HBFMKN+Arial,Arial]management) of CGEM will have decided to distribute an interim dividend; or
(ii) in the event of redemption of the Notes by CGEM in accordance with paragraphs 2.4.5.1, 2.4.5.2, 2.4.5.3 below; or
(iii) CGEM, having paid interest on, or redeemed (other than redemption at maturity date), financial instruments issued by CGEM or having made payments under guarantees given by CGEM in respect of financial instruments issued by one of its subsidiaries within the meaning of Article L.233-1 of the French Code of commerce, to the extent that these financial instruments or guarantees have the same ranking as the Notes; or
(iv) CGEM, having bought back its shares, but excluding (1) shares bought back by CGEM in the context of carrying out contracts concluded prior to the management decision to defer the payment of interest, (2) shares bought back by CGEM in the context of its own buy back programme, if the number of shares acquired does not exceed 0.5 per cent. of the issued capital ; or
(v) if any judgment is rendered by any competent court declaring the judicial liquidation ([/FONT][/FONT][FONT=HBGAJM+Arial,Italic,Arial][FONT=HBGAJM+Arial,Italic,Arial]liquidation judiciaire[/FONT][/FONT][FONT=HBFMKN+Arial,Arial][FONT=HBFMKN+Arial,Arial]) of CGEM, or in the event of a transfer of the whole of the business ([/FONT][/FONT][FONT=HBGAJM+Arial,Italic,Arial][FONT=HBGAJM+Arial,Italic,Arial]cession totale de l’entreprise[/FONT][/FONT][FONT=HBFMKN+Arial,Arial][FONT=HBFMKN+Arial,Arial]) of CGEM subsequent to the opening of a judicial recovery procedure, or in the event of the voluntary dissolution of CGEM followed by its liquidation.
Deferred Interest becoming payable as set out in (i) (iii) and (iv) above will be payable in cash on the Interest Payment Date immediately following the occurrence of such circumstances.
Deferred Interest becoming payable in the circumstances set out in (ii) and (v) above must be paid immediately.
Deferred Interest becoming payable in accordance with (ii) above will continue to bear interest at the 12-month Euribor rate plus a margin of 2.95 per cent. until the actual payment date.
"[/FONT][/FONT]12 month Euribor rate[FONT=HBFMKN+Arial,Arial][FONT=HBFMKN+Arial,Arial]" means the European inter-bank offered rate for to 12-month deposits in euro (EURIBOR), as calculated by the European Banking Federation and published for information purposes on Reuters EURIBOR01 page (or, if not available on this page, on Moneyline Telerate page 248, or, if not available on this page, on such other recognised page or service as may replace, as determined by the Fiscal Agent (as designated below)) as at 11.00 am, Brussels time, on the relevant Interest Calculation Date (as defined below). If no rate is calculated, the Fiscal Agent will determine the rate of the 12 month Reference Bank EUR-Euribor.
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"[/FONT][/FONT]12 month Reference Bank EUR-Euribor[FONT=HBFMKN+Arial,Arial][FONT=HBFMKN+Arial,Arial]" means a rate determined and calculated on the basis of rates offered by the Reference Banks (as defined in paragraph 2.4.4.1) at approximately 11.00 am, Brussels time, on the relevant Interest Calculation Date to prime banks in the European inter-bank market of the Euro Zone (defined in paragraph 2.4.4.1), for 12-month deposits in euro commencing on the Calculation Date, and for a Representative Amount (as defined in paragraph 2.4.4.1).
The Fiscal Agent will request the principal office in the Euro Zone of each Reference Bank to provide it with their respective quotations.
If at least two quotations are obtained, the 12 month Reference Bank EUR-Euribor rate will be the arithmetic mean (rounded, if necessary to the fifth decimal place, 0.000005 being rounded upwards) of the rates so quoted.
If less than two quotations are obtained, the 12 month Reference Bank EUR-Euribor rate will be the arithmetic mean (rounded, if necessary, as above) of the rates quoted by at least two prime banks in the Euro Zone, as selected by the Fiscal Agent, at approximately 11.00 am, Brussels time, at the latest on the first day of the relevant Interest Period, offered to prime European banks for 12-month loans in euro for a period beginning on the Interest Calculation Date and for a Representative Amount.
If the Fiscal Agent is not able to determine the rate or (as the case may be) an arithmetical mean, in accordance with the above provisions, relating to an Interest Period, the Rate of Interest of the Notes applicable on Deferred Interest for the Interest Period in question will be the last published Euribor 12 month rate and a margin of 2.95%.
The amount of interest due in respect of Deferred Interest shall be calculated by the Fiscal Agent by multiplying the total amount of Deferred Interest by the rate of interest thus determined and the actual number of days in the relevant Interest Period divided by 360 and rounding the resulting figure to the nearest hundredth (0,005 being rounded upwards). This amount will then bear interest in accordance with the provisions of Article 1154 of the French Civil Code rounded to the nearest hundredth of a euro (0,005 being rounded upwards).
Any amount of interest payable in respect of Deferred Interest for an incomplete Interest Period will be determined by multiplying the amount of interest relating to the relevant Interest Period by the actual number of days in the Interest Period concerned and dividing that amount by the exact number of days in the Interest Period, rounded to the nearest hundredth (half figures being rounded upwards).
For the purpose of this paragraph only:
"[/FONT][/FONT]Interest Calculation Date[FONT=HBFMKN+Arial,Arial][FONT=HBFMKN+Arial,Arial]" means the second TARGET day preceding the date on which the interest due on Deferred Interest begins to bear interest in accordance with Article 1154 of the French Civil Code; and
"[/FONT][/FONT]Interest Period[FONT=HBFMKN+Arial,Arial][FONT=HBFMKN+Arial,Arial]" means a 12-month period.
[/FONT][/FONT]2.4.5 Redemption of the Notes
2.4.5.1. Normal Redemption of the Notes at their maturity date
[FONT=HBFMKN+Arial,Arial][FONT=HBFMKN+Arial,Arial]Unless redeemed early at the option of CGEM in accordance with paragraph 2.4.5.2, all of the Notes will be redeemed in cash at par on 3 December 2033, the maturity date of the bonds.
[/FONT][/FONT]2.4.5.2 Early Redemption in cash at the option of CGEM
[FONT=HBFMKN+Arial,Arial][FONT=HBFMKN+Arial,Arial]On 3 December 2013 and on each Interest Payment Date beginning on this date until 3 December 2033, CGEM may, at its option, subject to the requirement to publish an announcement under the
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conditions set out in paragraph 2.4.5.4, redeem all the outstanding Notes early. The early redemption price will be equal to par value.
[/FONT][/FONT]2.4.5.3 Early Redemption by Buy-Back or Public Offer
[FONT=HBFMKN+Arial,Arial][FONT=HBFMKN+Arial,Arial]The CGEM shall be entitled to redeem, prior to the maturity date, all or some of the Notes at any time, without limitation on price or quantity, by means of an on or off-market buy back or by means of a public offer or exchange offer. Any such transaction shall not affect the due date for redemption of any Notes still outstanding.
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