EMTN base prospectus dated 16 July 2013 - Veolia Finance - Veolia ...

This Base Prospectus (together with any supplements hereto published from time to time) comprises a baseprospectus for the purposes of article 5.4 of the Prospectus Directive (as defined herein) in respect of, and forthe purpose of giving information with regard to, Veolia Environnement, Veolia Environnement and itssubsidiaries and affiliates taken as a whole (the “Group”) and the Notes, which is necessary to enable investorsto make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects ofthe Issuer and the rights attached to the Notes.This Base Prospectus should be read and construed in conjunction with any supplement thereto and with anyother documents incorporated by reference (see section “Information incorporated by reference”), each of whichshall be incorporated and form part of this Base Prospectus and, in relation to any Series (as defined herein) ofNotes, should be read and construed together with the relevant Final Terms.In the context of any offer of Notes that is not within an exemption from the requirement to publish a prospectusunder the Prospectus Directive (a "Non-exempt Offer"), the Issuer accepts responsibility, in each MemberState for which it has given its consent referred to herein, for the content of this Base Prospectus in relation toany person (an "Investor") to whom an offer of any Notes is made by any financial intermediary to whom it hasgiven its consent to use this Base Prospectus (an "Authorised Offeror"), where the offer is made during theperiod for which that consent is given and where the offer is made in the Member State for which that consentwas given and is in compliance with all other conditions attached to the giving of the consent. However, theIssuer does not have any responsibility for any of the actions of any Authorised Offeror, including complianceby an Authorised Offeror with applicable conduct of business rules or other local regulatory requirements orother securities law requirements in relation to such offer.If so specified in the Final Terms in respect of any Tranche of Notes, the Issuer consents to the use of this BaseProspectus in connection with a Non-exempt Offer of the relevant Notes during the offer period specified in therelevant Final Terms (the "Offer Period") either (1) in the Member State(s) specified in the relevant FinalTerms by any financial intermediary which is authorised to make such offers under the Markets in FinancialInstruments Directive (Directive 2004/39/EC) and which satisfies any conditions specified in the relevant FinalTerms or (2) by the financial intermediaries, in the relevant Member State(s) and subject to the relevantconditions, in each case specified in the relevant Final Terms, for so long as they are authorised to make suchoffers under the Markets in Financial Instruments Directive (Directive 2004/39/EC). The Issuer may giveconsent to additional financial intermediaries after the date of the relevant Final Terms and, if it does so, theIssuer will publish information in relation to such additional financial intermediaries onwww.finance.veolia.com.The consent referred to above relates to Offer Periods occurring within 12 months from the date of approval ofthis Base Prospectus.Any Authorised Offeror who wishes to use this Base Prospectus in connection with a Non-exempt Offer asset out in (1) above is required, for the duration of the relevant Offer Period, to publish on its website thatit is using this Base Prospectus for such Non-exempt Offer in accordance with the consent of the Issuerand the conditions attached thereto.To the extent specified in the relevant Final Terms, a Non-exempt Offer may be made during the relevant OfferPeriod by any of the Issuer, the Dealers or any relevant Authorised Offeror in any relevant Member State andsubject to any relevant conditions, in each case all as specified in the relevant Final Terms.As of the date of this Base Prospectus, any references to Member State(s) in the context of the Issuer consentingto the use of the Base Prospectus for a Non-exempt Offer shall be a reference to France only. In the event thatthe Issuer wishes to make a Non-exempt Offer in any other EEA Member State, a supplement to this BaseProspectus shall be prepared.Other than as set out above, neither the Issuer nor any of the Dealers has authorised the making of any NonexemptOffer by any person in any circumstances and such person is not permitted to use this Base Prospectusin connection with its offer of any Notes. Any such Non-exempt Offers are not made on behalf of the Issuer orby any of the Dealers or Authorised Offerors and none of the Issuer or any of the Dealers or Authorised Offerorshas any responsibility or liability for the actions of any person making such offers.An Investor intending to acquire or acquiring any Notes from an Authorised Offeror will do so, andoffers and sales of the Notes to an Investor by an Authorised Offeror will be made, in accordance withany terms and other arrangements in place between such Authorised Offeror and such Investor includingas to price, allocation and settlement arrangements (the "Terms and Conditions of the Non-exemptOffer"). The Issuer will not be a party to any such arrangements with Investors (other than Dealers) inconnection with the offer or sale of the Notes and, accordingly, this Base Prospectus and any Final Termswill not contain such information. The Terms and Conditions of the Non-exempt Offer shall be publishedby that Authorised Offeror on its website at the relevant time. None of the Issuer, any of the Dealers orother Authorised Offerors has any responsibility or liability for such information.In the case of any Tranche of Notes which are being (a) offered to the public in a Member State (other thanpursuant to one or more of the exemptions set out in Article 3.2 of the Prospectus Directive) and/or (b) admitted126395-3-12-v5.3 - 2 - 36-40542870