Prospectus • Aug 8, 2022
Prospectus
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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, taking into account the five categories referred to in item 18 of the Guidelines published by ESMA on 5 February 2018, 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.
UK MIFIR 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, taking into account the five categories referred to in item 18 of the Guidelines published by ESMA on 5 February 2018 (in accordance with the FCA's policy statement entitled "Brexit our approach to EU nonlegislative materials"), has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as if forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); 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 the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") 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 (as amended "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), 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 Regulation (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.
PROHIBITION OF SALES TO UK 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 United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, including any supplements and amendments thereto (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of UK domestic law by virtue of the EUWA and the regulations made under the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of UK domestic law by virtue of the EUWA; Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms of domestic law in the UK by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPS Regulation.
8 August 2022
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 2022 which received approval n°22-310 from the Autorité des marches financiers (the "AMF") on 13 July 2022 and supplement No.1 to it dated 29 July 2022 which received approval n°22-325 from the AMF on 29 July 2022, which together constitute a base prospectus (the "Base Prospectus") for the purposes of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation 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 AMF (http://www.AMF-france.org). 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.
| 1. | (i) Series Number: |
47 | |
|---|---|---|---|
| (ii) | Tranche Number: | 1 | |
| 2. | Specified Currency: | Euro ("€") |
| Notes admitted to trading: | |||
|---|---|---|---|
| (i) | Series: | 500,000,000 | |
| (ii) | Tranche: | 500,000,000 | |
| 4. | Issue Price: | 99.570%, of the Aggregate Nominal Amount | |
| 5. | (i) | Specified Denominations: | €100,000 |
| (ii) | Calculation Amount: | €100,000 | |
| 6. | (i) | Issue Date: | 10 August 2022 |
| (ii) | Interest Commencement Date: |
Issue Date | |
| 7. | Maturity Date: | 10 June 2028 | |
| 8. | Interest Basis: | 2.125% Fixed Rate | |
| (further particulars specified below) | |||
| 9. | Redemption/Payment Basis: | Redemption at par | |
| 10. | Change of Interest Basis: | Not Applicable | |
| 11. | Put/Call Options: | Make-Whole Redemption by the Issuer Clean-up Call Option Call Option Change of Control Put Option |
|
| (further particulars specified below) | |||
| 12. | Date(s) of relevant corporate authorisations for issuance of Notes: |
24 February 2022 (Board Authorisation) and 3 August 2022 (Decision to Issue) |
3. Aggregate Nominal Amount of
| 13. | Fixed Rate Note provisions | Applicable |
|---|---|---|
| (i) | Rate(s) of Interest: | 2.125%, per annum payable in arrear on each Interest Payment Date |
| (ii) | Interest Payment Date(s): | 10 June in each year, commencing on 10 June 2023, up to and including the Maturity Date. There will be a short first coupon for the period |
| from and including the Interest Commencement Date to but excluding the Interest Payment Date falling on 10 June 2023 (the Short First Coupon). |
||
|---|---|---|
| (iii) | Fixed Coupon Amount(s): | €2,125 per Calculation Amount payable on each Interest Payment Date other than in respect of the Short First Coupon (as to which see paragraph 13(iv) below) |
| (iv) | Broken Amount(s): | €1,769.86 per Calculation Amount, payable on the Interest Payment Date falling on 10 June 2023 |
| (v) | Day Count Fraction: | Actual/Actual (ICMA) |
| (vi) | Determination Date(s): | 10 June 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: | Applicable |
|---|---|---|
| (i) | Optional Redemption Date(s): | Any day during the three month period preceding the Maturity Date (i.e. as from 10 March 2028). |
| (ii) | Optional Redemption Amount of each Note: |
€100,000 per Note of €100,000 Specified Denomination |
| (iii) | If redeemable in part: | Not Applicable |
| 19. | Make-Whole Redemption by the Issuer: |
Applicable |
| (A): Parties to be notified by Issuer of Optional Redemption Date and Make-whole Redemption Amount (if other than as set out in Condition 9.3): |
Not applicable |
| (B): Make-whole Redemption Margin: |
0.25% | ||
|---|---|---|---|
| (C) Discounting basis for purposes of calculating sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed in the determination of the Make-whole Redemption Amount |
annual | ||
| (D) Reference Security: | DBR 0.5% 02/15/28 | ||
| (E) Reference Dealers: | as per Condition 9.3 |
||
| (F) Quotation Agent: | as identified in the notice sent by the Issuer to the Noteholders in accordance with Condition 9.3 |
||
| 20. | Clean-up Call Option: | Applicable | |
| (i) | Clean-up Call Percentage: | 80% | |
| (ii) | Early Redemption Amount: | as per Condition 9.4 |
|
| 21. | Put Option: | Not Applicable | |
| 22. | Change of Control Put Option: | Applicable | |
| 23. | Final Redemption Amount | ||
| (i) | Fixed Rate Notes, Floating Rate Notes and Zero Coupon Notes: |
At par | |
| 24. | Early Redemption Amount of each Note payable on redemption for taxation reasons or on event of default or other early redemption: |
Not Applicable | |
| GENERAL PROVISIONS APPLICABLE TO THE NOTES | |||
| 25. | 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 26. New Global Note ("NGN") Yes
Yassir Kharrouba (Aug 8, 2022 16:55 GMT+2)
No
TARGET2
| Signed on behalf of the Issuer: | ||
|---|---|---|
| By: | ||
Mr. Yassir KHARROUBA Duly authorised
| (i) | Admission to trading: | Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on Euronext Paris with effect from the Issue Date. |
|---|---|---|
| (ii) | Estimate of total expenses related to admission to trading: |
€5,525 |
Ratings: The Notes to be issued have been rated:
S&P Global Ratings: BBB
Moody's Deutschland GmbH: Baa1
The Credit ratings referred to above have been issued by S&P and Moody's, each of which is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (the "CRA Regulation") and, as of the date hereof, appears on the list of credit rating agencies published on the website of the European Securities and Markets Authority (www.esma.europa.eu) in accordance with the CRA Regulation.
As defined by S&P, a 'BBB' rating means that the Issuer's capacity to meet its financial commitments under the Notes is adequate, but more subject to adverse economic conditions. Obligations rated 'Baa1' by Moody's are subject to moderate credit risk. They are considered medium-grade and as such may possess speculative characteristics.
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 for which they may receive fees.
4. YIELD (Fixed Rate Notes only)
Indication of yield:
2.205%
The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
Eurosystem eligibility criteria have been met.
| (i) | Estimated net amount of proceeds: |
€496,650,000 |
|---|---|---|
| (ii) | Use of proceeds: | General corporate purposes |
| ISIN Code: | XS2517103417 | |||
|---|---|---|---|---|
| Common Code: | 251710341 | |||
| Book-entry clearing systems | Euroclear | Bank | SA/NV | |
| Delivery: Names and addresses of additional Paying Agent(s) (if any): |
Delivery against payment Not Applicable |
|||
| Intended to be held in a manner which would allow Eurosystem eligibility: |
Yes. Note that the designation means that the Notes are intended upon issue to be deposited Central Securities Depositaries ("ICSDs") as common safekeeper, and does not necessarily mean that the Notes will eligible collateral 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 |
with one of the International be recognised as for Eurosystem |
"yes" simply monetary |
U.S. Selling Restrictions: Stabilisation Manager(s) (if any): TEFRA D
Société Générale
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