Capital/Financing Update • Sep 20, 2018
Capital/Financing Update
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MIFID II PRODUCT GOVERNANCE/ PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET – Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "IMD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive (as defined below). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
20 September 2018
Compagnie de Saint-Gobain
under the EUR 15,000,000,000 Medium Term Note Programme
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 13 July 2018 and supplement(s) to it dated 24 August 2018 which together constitute(s) a base prospectus (the "Base Prospectus") for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. The Base Prospectus and any supplement(s) thereto will be published electronically on the website of the London Stock Exchange plc at http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus.
$\mathbf{1}$ . Series Number: $(i)$
| (ii) | Tranche Number: | 1 | |
|---|---|---|---|
| 2. | Specified Currency: | Euro ("EUR") | |
| 3. | Aggregate Nominal Amount of Notes admitted to trading: |
||
| (i) | Series: | EUR 500,000,000 | |
| (ii) | Tranche: | EUR 500,000,000 | |
| 4. | Issue Price: | 99.396%, of the Aggregate Nominal Amount | |
| 5. | (i) | Specified Denominations: | $€100,000$ and higher integral multiples of $€100,000$ in excess thereof |
| (ii) | Calculation Amount: | €100,000 | |
| 6. | (i) | Issue Date: | 21 September 2018 |
| (ii) | Interest Commencement Date: |
Issue Date | |
| 7. | Maturity Date: | 21 September 2028 | |
| 8. | Interest Basis: | 1.875% Fixed (further Rate particulars specified below) |
|
| 9. | Redemption/Payment Basis: | Redemption at par | |
| 10. | Change of Interest Basis: | Not Applicable | |
| 11. | Put/Call Options: | Not Applicable | |
| 12. | Notes: | Date(s) of relevant corporate authorisations for issuance of |
22 February 2018 (Board Authorisation) and 12 September 2018 (Decision to Issue) |
| 13. | Fixed Rate Note provisions | Applicable |
|---|---|---|
| (i) | Rate(s) of Interest: | 1.875%, per annum payable in arrear on each Interest Payment Date |
| (ii) | Interest Payment Date(s): | 21 September in each year commencing on 21 September 2019 up to, and including, the Maturity Date, in each case in accordance with the Modified Following Unadjusted Business Day Convention |
| (iii) | Fixed Coupon Amount(s): | EUR 1,875 per Calculation Amount |
|---|---|---|
| (iv) | Broken Amount(s): | Not applicable |
| (v) | Day Count Fraction: | Actual/Actual (ICMA) |
| (vi) | Determination Date(s): | 21 September in each year |
| (vii) | Range Accrual: | Not Applicable |
| 14. | Floating Rate Note provisions | Not Applicable |
| 15. | Range Accrual Notes | Not Applicable |
| 16. | Inflation Linked Notes provisions | Not Applicable |
| 17. | Zero Coupon Note provisions | Not Applicable |
| 18. | Call Option: | Not Applicable |
|---|---|---|
| 19. | Put Option: | Not Applicable |
| 20. | Final Redemption Amount | |
| (i) | Fixed Rate Notes, Floating Rate Notes and Zero Coupon Notes: |
At par |
| (ii) | Inflation Linked Redemption: | Not Applicable |
| 21. | Early Redemption Amount of each Note payable on redemption for taxation reasons or on event of default or other early redemption: |
At par |
| 22. | Form of Notes: | Bearer Notes: |
|---|---|---|
Temporary Bearer Global Note exchangeable for a Permanent Bearer Global Note which is exchangeable for Definitive Notes only upon an Exchange Event
New Global Note ("NGN") $23.$
Yes
Redenomination: Not Applicable
$\rm No$
Signed on behalf of the fisure Adil BELMESDOUB By: Duly authorised $\leq$
| (i) | Admission to trading: | Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange with effect from the Issue Date |
|---|---|---|
| (ii) | Estimate of total expenses related to admission to trading: |
£4,560 |
Ratings:
The Notes to be issued are expected to be rated:
S & P: BBB (stable)
Moody's: Baa2 (stable)
Save as discussed in "Subscription and Sale and Transfer and Selling Restrictions", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. The Dealers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.
Indication of yield:
1.942%
The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
| ISIN Code: | XS1881593971 |
|---|---|
| Common Code: | 188159397 |
| FISN/s: | Not Applicable |
| CFI code/s | Not Applicable |
| Book-entry clearing systems | Clearstream Banking, société anonyme |
| Delivery: | Delivery against payment |
|---|---|
| Names and addresses of additional Not Applicable Paying Agent(s) (if any): |
|
| Intended to be held in a manner which would allow Eurosystem eligibility: |
Yes. Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the International Central Securities Depositaries ("ICSDs") as common safekeeper, and registered in the name of a nominee of one of the ICSDs acting as common safekeeper, that is held under the New Safekeeping Structure for registered global securities, and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that the Eurosystem eligibility criteria have been met. |
| U.S. Selling Restrictions: | |
|---|---|
| Stabilisation Manager(s) (if any): |
TEFRA D Société Générale
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