(a société en commandite par actions incorporated in France)
€200,000,000 2.218 per cent. Notes due May 2023 Issue Price: 100.00 per cent.
This prospectus constitutes a prospectus (the Prospectus ) for the purposes of Article 5.3 of Directive 2003/71/EC, as amended (the Prospectus Directive ). Application has been made to the Autorité des marchés financiers ( AMF ) for approval of this Prospectus in its capacity as competent authority pursuant to Article 212-2 of its Règlement Général which implements the Prospectus Directive. The €200,000,000 2.218 per cent. Notes due May 2023 (the Notes ) of Foncière des Murs (the Issuer or Foncière des Murs ) will mature on 29 May 2023 (the Maturity Date ). Interest on the Notes will accrue at the rate of 2.218 per cent. per annum from 29 May 2015 (the Issue Date ) and will be payable in Euro annually in arrear on 29 May in each year, commencing on 29 May 2016. Payments of principal and interest on the Notes will be made without deduction for or on account of taxes of the Republic of France (See 'Terms and Conditions of the Notes - Taxation'). Unless previously redeemed, purchased and cancelled in accordance with the terms and conditions of the Notes, the Notes will be redeemed at their principal amount on the Maturity Date. The Notes may, and in certain circumstances shall, be redeemed, in whole but not in part, at their principal amount together with accrued interest in the event that certain French taxes are imposed (See 'Terms and Conditions of the Notes - Redemption and Purchase'). If a Change of Control occurs, each Noteholder will have the option to require the Issuer to redeem or repurchase all or part of the Notes held by such Noteholder on the Optional Redemption Date at their principal amount together with interest accrued up to but excluding such date of redemption or repurchase all as defined and more fully described in 'Terms and Conditions of the Notes - Redemption and Purchase - Redemption at the option of Noteholders following a Change of Control'. If the Issuer fails to comply with any of the Financial Covenants, any Noteholder may at its option, request the early redemption of all or some of the Notes that it holds, at their nominal value plus, if relevant, accrued interest, all as defined and more fully described in 'Terms and Conditions of the Notes - Financial Covenants' and 'Terms and Conditions of the Notes - Events of Default'. The Issuer may, at its option (i) from and including 28 February 2023 to but excluding the Maturity Date, redeem all but not some only of the Notes outstanding, at par plus accrued interest, in accordance with the provisions set out in 'Terms and Conditions of the Notes - Residual Maturity Call Option by the Issuer' and (ii) redeem the Notes, in whole or in part, at any time prior to their Maturity Date, in accordance with the provisions set out in 'Terms and Conditions of the Notes - Make Whole Redemption by the Issuer'. Application has been made to Euronext Paris S.A. for the Notes to be admitted to trading on Euronext Paris as from the Issue Date. Euronext Paris is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC, as amended, appearing on the list of regulated markets issued by the European Commission (a Regulated Market ). The Notes will, as from their Issue Date, be inscribed ( inscription en compte ) in the books of Euroclear France which shall credit the accounts of the Account Holders (as defined in 'Terms and Conditions of the Notes - Form, Denomination and Title') including Euroclear Bank S.A./N.V. ( Euroclear ) and the depositary bank for Clearstream Banking, société anonyme ( Clearstream, Luxembourg ). The Notes will be in dematerialised bearer form in the denomination of €100,000. The Notes will at all times be represented in book-entry form ( dématérialisé ) in the books of the Account Holders in compliance with Articles L.211-3 and R.211-1 of the French Code monétaire et financier . No physical document of title (including certificats représentatifs pursuant to Article R.211-7 of the French Code monétaire et financier ) will be issued in respect of the Notes. Neither the Notes, nor the long-term debt of the Issuer is rated. Copies of this Prospectus and the documents incorporated by reference will be available for inspection free of charge, at the office of the Fiscal Agent and will be available on the websites of the Issuer (www.foncieredesmurs.fr) and the AMF (www.amf-france.org). Prospective investors should have regard to the factors described in the section headed 'Risk Factors' in this Prospectus.

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