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BNP Paribas Capital/Financing Update 2016

Nov 7, 2016

1158_rns_2016-11-07_3817946d-5075-4317-a214-c79136ec7ca8.pdf

Capital/Financing Update

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Final Terms dated 8 November 2016

BNP PARIBAS

(incorporated in France) (the Issuer)

Issue of USD [aggregate nominal amount available after the Offer Period] Floating Rate Notes due November 2019 Series 17957

under the €90,000,000,000 Euro Medium Term Note Programme (the Programme)

Any person making or intending to make an offer of the Notes may only do so:

  • $(a)$ in those Non-exempt Offer Jurisdictions mentioned in Paragraph 70 of Part A below, provided such person is a Dealer or Authorised Offeror (as such term is defined in the Base Prospectus) and that the offer is made during the Offer Period specified in that paragraph and that any conditions relevant to the use of the Base Prospectus are complied with; or
  • $(b)$ otherwise in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or to supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer.

Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.

Investors should note that if a supplement to or an updated version of the Base Prospectus referred to below is published at any time during the Offer Period (as defined below), such supplement or updated base prospectus as the case may be, will be published and made available in accordance with the arrangements applied to the original publication of these Final Terms. Any investors who have indicated acceptances of the Offer (as defined below) prior to the date of publication of such supplement or updated version of the Base Prospectus, as the case may be (the "Publication Date"), have the right within two working days of the Publication Date to withdraw their acceptances.

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth under the section entitled "Terms and Conditions of the English Law Notes" in the Base Prospectus dated 13 June 2016 which received visa n° 16-242 from the Autorité des marchés financiers ("AMF") on 13 June 2016 and the Supplements to the Base Prospectus dated 1 August 2016 and 3 November 2016 which together constitute a base prospectus for the purposes of the Directive 2003/71/EC (the "Prospectus Directive") (the "Base Prospectus"). 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. 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. The Base Prospectus, these Final Terms and the Supplements to the Base Prospectus (in each case, together with any documents incorporated therein by reference) are available for viewing at, and copies may be obtained from, BNP Paribas Securities Services, Luxembourg Branch (in its capacity as Principal Paying Agent), 60, avenue J.F. Kennedy, L-1855 Luxembourg and (save in respect of the Final Terms) on the Issuer's website (www.invest.bnpparibas.com). The Base Prospectus and the Supplements to the Base Prospectus will also be available on the AMF website (www.amf-france.org). A copy of these Final Terms, the Base Prospectus and the Supplements to the Base Prospectus will be sent free of charge by the Issuer to any investor requesting such documents. A summary of the Notes (which comprises the Summary in the Base Prospectus as amended to reflect the provisions of these Final Terms) is annexed to these Final Terms.

1. Issuer: BNP Paribas
2. (i) Series Number: 17957
(ii) Tranche Number: 1
3. Specified Currency: United States Dollar (USD")
4. Aggregate Nominal Amount:
(i) Series: USD [aggregate nominal amount will be available after
the Offer Period]
(ii) Tranche: USD [aggregate nominal amount will be available after
the Offer Period]
5. Issue Price of Tranche: 100 per cent. of the Aggregate Nominal Amount
6. Minimum Trading Size: USD 10,000
7. (i) Specified Denomination: USD 1,000
(ii) Calculation Amount: USD 1,000
8. Issue Date and Interest
Commencement Date:
23 November 2016
9. Maturity Date: 23 November 2019 or if that is not a Business Day the
immediately succeeding Business Day unless it would
thereby fall into the next calendar month, in which
event it will be brought forward to the immediately
preceding Business Day.
10. Form of Notes: Bearer
11. Interest Basis: 3 month USD LIBOR Floating Rate
(further particulars specified below)
12. Coupon Switch: Not applicable
13. Redemption/Payment Basis: Redemption at par
14. Change of Interest Basis or
Redemption/Payment Basis:
Not applicable
15. Put/Call Options: Not applicable
16. Exchange Rate: Not applicable
17. Status of the Notes: Senior
18. Knock-in Event: Not applicable
19. Knock-out Event: Not applicable
20. Method of distribution: Non-syndicated
21. Hybrid Securities: Not applicable
22. Interest: Applicable
(i) Interest Period(s): As per Conditions
(ii) Interest Period End Date(s): 23 February, 23 May, 23 August and 23 November in
each year from and including 23 February 2017 to and
including 23 November 2019
(iii) Business Day Convention
for Interest Period End
$Date(s)$ :
Not applicable
(iv) Interest Payment Date(s): 23 February, 23 May, 23 August and 23 November in
each year from and including 23 February 2017 to and
including the Maturity Date
(v) Business Day Convention
for Interest Payment
$Date(s)$ :
Modified Following
(vi) Party responsible for
calculating the Rate(s) of
Interest and Interest
Amount(s) (if not the
Calculation Agent):
As per item 66 below
(vii) Margin(s): Not applicable
(viii) Minimum Interest Rate: +1.35 per cent. per annum
(ix) Maximum Interest Rate: +3.50 per cent. per annum
(x) Day Count Fraction: 30/360, unadjusted
(xi) Determination Dates: Not applicable
(xii) Accrual to Redemption: Applicable
(xiii) Rate of Interest: Floating Rate
(xiv) Coupon Rate: Not applicable
23. Fixed Rate Provisions: Not applicable
24. Floating Rate Provisions: Applicable
(i) Manner in which the Rate of
Interest and Interest Amount
is to be determined:
Screen Rate Determination

$\overline{3}$

(ii)
Linear Interpolation:
Not applicable
25. Screen Rate Determination: Applicable
Reference Rate: 3 month USD LIBOR
Interest
$Date(s)$ :
Determination Second London business day prior to the start of each
Interest Period
Specified Time: 11:00 am, London time
Relevant Screen Page: Reuters page "LIBOR01"
26. ISDA Determination: Not applicable
27. FBF Determination: Not applicable
28. Zero Coupon Provisions: Not applicable
29. Index Linked Interest Provisions: Not applicable
30. Share Linked Interest Provisions: Not applicable
31. Inflation Linked Interest Provisions: Not applicable
32. Provisions: Commodity Linked Interest Not applicable
33. Fund Linked Interest Provisions: Not applicable
34. ETI Linked Interest Provisions: Not applicable
35. Foreign Exchange (FX) Rate Linked
Interest Provisions:
Not applicable
36. Underlying Interest Rate Linked
Interest Provisions:
Not applicable
37. Additional Business Centre(s)
(Condition 3(e) of the Terms and
Conditions of the English Law Notes
or Condition 3(e) of the Terms and
Conditions of the French Law Notes,
as the case may be):
London in addition to New York
38. Final Redemption: Calculation Amount x 100 per cent.
39. Final Payout: Not applicable
40. Automatic Early Redemption: Not applicable
41. Issuer Call Option: Not applicable
42. Noteholder Put Option: Not applicable
43. Aggregation: Not applicable
44. Index Linked Redemption Amount: Not applicable
45. Share Linked Redemption Amount: Not applicable
46. Amount: Inflation Linked Redemption Not applicable
47. Amount: Commodity Linked Redemption Not applicable

$\sim$

48. Fund Linked Redemption Amount: Not applicable
49. Credit Linked Notes: Not applicable
50. ETI Linked Redemption Amount: Not applicable
51. Foreign Exchange (FX) Rate Linked
Redemption Amount:
Not applicable
52. Underlying Interest Rate Linked
Redemption Amount:
Not applicable
53. Early Redemption Amount:
Early Redemption Amount(s): Market Value less Costs
54. Delivery: Provisions applicable to Physical Not applicable
55. Variation of Settlement:
(i) Issuer's option to vary
settlement:
The Issuer does not have the option to vary settlement
in respect of the Notes.
(ii) Variation of Settlement of
Physical Delivery Notes:
Not applicable
56. CNY Payment Disruption Event: Not applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
57. Form of Notes: Bearer Notes:
New Global Note: No
Temporary Bearer Global Note exchangeable for a
Permanent Bearer Global Note which is exchangeable
for definitive Bearer Notes only upon an Exchange
Event.
58. Financial Centre(s) or other special
provisions relating to Payment Days
for the purposes of Condition 4(a):
London in addition to New York
59. Identification information of Holders: Not applicable
60. Talons for future Coupons or
Receipts to be attached to definitive
Notes (and dates on which such
Talons mature):
No
61. Details relating to Partly Paid Notes:
and interest due on late payment:
Not applicable
62. in instalments: Details relating to Notes redeemable Not applicable
63. Redenomination,
renominalisation
and reconventioning provisions:
Not applicable
64. Notes): Masse (Condition 12 of the Terms
and Conditions of the French Law
Not applicable
65. Governing law: English law
66.
Calculation Agent:
BNP Paribas UK Limited

DISTRIBUTION

67. (i) If syndicated, names of
Managers (specifying Lead
Manager):
Not applicable
(ii) Date of Subscription Agreement: Not applicable
(iii) Stablisation Manager (if any): Not applicable
(iv) If non-syndicated, name of
relevant Dealer:
BNP Paribas UK Limited
68. Total commission and concession: Up to a maximum of 0.50% per annum per nominal
amount of the Notes depending on the final nominal
amount of the offer.
69. U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D
70. Non exempt Offer: Applicable
Non-exempt Offer
Jurisdictions:
An offer of the Notes may be made by the Dealer (the
"Initial Authorised Offeror") and any additional
financial intermediaries who have or obtained the
Issuer's consent to use the Base Prospectus in
connection with the Non-exempt Offer and who are
identified
the
Issuer's
on
website
at
(https://ratesglobalmarkets.
bnpparibas.com/gm/Public/LegalDocs.aspx)
as
an
Authorised Offeror together with
any
financial
intermediaries
granted General Consent,
being
persons to whom the issuer has given consent, (the
"Authorised Offerors") other than pursuant to Article
3(2) of the Prospectus Directive in Luxembourg (the
"Public Offer Jurisdiction") during the Offer Period.
See further Paragraph 7 of PART B below.
Offer Period: Frorm (and including) 8 November 2016 to (and
including) 21 November 2016 (or such other date as
the Issuer determines as notified on or around such
date).
Financial intermediaries BGL WM Luxembourg
granted specific consent
to use the Base
50 avenue J.F. Kennedy
Prospectus in accordance
with the Conditions in it:
L-2951 Luxembourg
General Consent: Applicable
Other Authorised Offeror
Terms:
Not applicable
71. United States Tax Considerations Not applicable

RESPONSIBILITY

. . . . . . . . . . . . . . . . . . .

. . . . . . . . . . .

The Issuer accepts responsibility for the information contained in these Final Terms. Signed on behalf of the Issuer:

By: MACOLO

PART B - OTHER INFORMATION

Listing and Admission to trading $\mathbf{1}$ .

  • $(i)$ Listing and admission to None trading:
  • $(ii)$ Estimate of total expenses Not applicable related to admission to trading:

Ratings $2.$

Ratings:

The Notes to be issued have not been rated.

$3.$ Interests of Natural and Legal Persons Involved in the Offer

Save for any fees payable to the Dealers, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

Reasons for the Offer, Estimated Net Proceeds and Total Expenses

(i) Reasons for the offer: See "Use of Proceeds" wording in Base Prospectus
  • $(ii)$ Estimated net proceeds: 100% of the Aggregate Nominal Amount
  • $(iii)$ Estimated total expenses: Not applicable

$\overline{4}$ . Floating Rate Notes only - Historic Interest Rates

Details of historic LIBOR rates can be obtained from Reuters.

OPERATIONAL INFORMATION 5.

  • ISIN: XS1509140270 $(i)$
  • $(ii)$ Common Code: 150914027
  • $(iii)$ Any clearing system(s) other Not applicable than Euroclear and Clearstream, Luxembourg approved by the Issuer and the Principal Paying Agent and the relevant identification number(s):
  • $(iv)$ Delivery:
  • Additional Paying Agent(s) $(v)$ $(if any):$
  • Intended to be held in a $(vi)$ manner which would allow Eurosystem eligibility:

Delivery against payment

Not applicable

No. Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safe-keeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.

$(vii)$ Name and address of Registration Agent:

Not applicable

Offer Price: 100% of the Aggregate Nominal Amount
Conditions to which the offer is
subject:
Offers of the Notes are conditional on their issue and
on any additional conditions set out in the standard
terms of business of the Authorised Offerors, notified
to investors by such relevant Authorised Offerors.
The Issuer reserves the right to withdraw the offer and
cancel the issuance of the Notes for any reason, in
accordance with the Authorised Offerors at any time
on or prior to the Issue Date. For the avoidance of
doubt, if any application has been made by a potential
investor and the Issuer exercises such a right, each
such potential investor shall not be entitled to
subscribe or otherwise acquire the Notes.
Description of the application
process:
Application to subscribe for the Notes can be made in
Luxembourg at the offices of the relevant Authorised
Offeror. The distribution of the Notes will be carried
out in accordance with Authorised Offeror's usual
procedures notified to investors by such Authorised
Offeror.
Prospective investors will not be required to enter into
any contractual arrangements directly with the Issuer
in relation to the subscription for the Notes.
Details of the minimum and/or The minimum amount of application per investor is:
maximum amount of application: USD 10,000
Description of possibility to reduce
subscriptions and manner for
refunding excess amount paid by
applicants:
Not applicable
Details of the method and time limits
for paying up and delivering the
Notes:
The Notes will be issued on the Issue Date against
payment to the Issuer of the net subscription moneys.
Investors will be notified by the relevant Authorised
Offerors of their allocations of Notes and the
settlement arrangements in respect thereof.
Manner and date in which results of
the offers are to be made public:
The results of the offer of the Notes will be published
as soon as possible via Euroclear and Clearstream,
Luxembourg.
Procedure for exercise of any right
of pre-emption, negotiability of
subscription rights and treatment of
subscription rights not exercised:
Not applicable
Process for notification to applicants
of the amount allotted and the
indication whether dealing may
begin before notification is made:
The Noteholders will be directly notified of the number
of Notes which has been allotted to them as soon as
possible after the Issue Date (See also above the
manner and date in which results of the offer are to be
made public).
Amount of any expenses and taxes
specifically charged to the
subscriber or purchaser:
As per Luxembourg Taxation.

6. Public Offers

Name and address of the entities None which have a firm commitment to act as intermediaries in secondary trading, providing liquidity through bid and offer rates and a description of the main terms of their commitment:

$\overline{7}$ . Placing and Underwriting

Name and address of the co-ordinator(s) of the global offer and of single parts of the offer and to the extent known to the Issuer, of the placers in the various countries where the offer takes place:

Name and address of any paying agents and depository agents in each country (in addition to the Principal Paying Agent):

Entities agreeing to underwrite the issue on a firm commitment basis, and entities agreeing to place the issue without a firm commitment or under "best efforts" arrangements:

When the underwriting agreement has been or will be reached:

The Authorised Offerors identified in Paragraph 70 of Part A above and identifiable in the Base Prospectus

Not applicable

No underwriting commitment is undertaken by the Authorised Offerors.

Not applicable

ANNEX

Summary of the Notes

$\sim 10^6$

$\mathcal{L}^{\text{max}}_{\text{max}}$

ISSUE SPECIFIC SUMMARY OF THE NOTES

Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections $A - E(A.1 - E.7)$ . This Summary contains all the Elements required to be included in a summary for this type of Notes and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of Notes, Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element should be included in the summary explaining why it is not applicable.

Section A - Introduction and warnings

Element Title
A.1 Warning that the
summary should
be read as an
introduction and
provision as to
claims
This summary should be read as an introduction to the
Base Prospectus and the applicable Final Terms. In this
summary, unless otherwise specified and except as used
in the first paragraph of Element D.3, "Base Prospectus"
means the Base Prospectus of BNPP dated 13 June 2016
as supplemented from time to time. In the first paragraph
of Element D.3, "Base Prospectus" means the Base
Prospectus of BNPP dated 13 June 2016.
Any decision to invest in any Notes should be based on a
consideration of the Base Prospectus as a whole,
including any documents incorporated by reference and
the applicable Final Terms.
Where a claim relating to information contained in the
Base Prospectus and the applicable Final Terms is
brought before a court in a Member State of the European
Economic Area, the plaintiff may, under the national
legislation of the Member State where the claim is
brought, be required to bear the costs of translating the
Base Prospectus and the applicable Final Terms before
the legal proceedings are initiated.
No civil liability will attach to the Issuer in any such
Member State solely on the basis of this summary,
including any translation hereof, unless it is misleading,
inaccurate or inconsistent when read together with the
other parts of the Base Prospectus and the applicable
Final Terms or, following the implementation of the
relevant provisions of Directive 2010/73/EU in the relevant
Member State, it does not provide, when read together
with the other parts of the Base Prospectus and the
applicable Final Terms, key information (as defined in
Article 2.1(s) of the Prospectus Directive) in order to aid
investors when considering whether to invest in the
Notes.
A.2 Consent as to
use the Base
Prospectus,
period of validity
and other
conditions
attached
Consent: Subject to the conditions set out below, the Issuer consents
to the use of the Base Prospectus in connection with a Non-exempt
Offer of Notes by the Dealers, BGL WM Luxembourg, 50 avenue J.F.
Kennedy, L-2951 Luxembourg, and each financial intermediary whose
is
published
on
the
Issuer's
(https://rates-
name
website
globalmarkets.bnpparibas.com/gm/Public/LegalDocs.aspx)
and
identified as an Authorised Offeror in respect of the relevant Non-
exempt Offer and any financial intermediary which is authorised to
make such offers under applicable legislation implementing the
Markets in Financial Instruments Directive (Directive 2004/39/EC) and
publishes on its website the following statement (with the information
in square brackets being duly completed with the relevant
information):
"We, [insert legal name of financial intermediary], refer to the offer of
USD [aggregate nominal amount available after the Offer Period]
Floating Rate Notes due November 2019, ISIN XS1509140270,
Series 17957 (the "Notes") described in the Final Terms dated 8
November 2016 (the "Final Terms") published by BNP Paribas (the
"Issuer"). In consideration of the Issuer offering to grant its consent to
our use of the Base Prospectus (as defined in the Final Terms) in
connection with the offer of the Notes in Luxembourg during the Offer
Period and subject to the other conditions to such consent, each as
specified in the Base Prospectus we hereby accept the offer by the
Issuer in accordance with the Authorised Offeror Terms (as specified
in the Base Prospectus), and confirm that we are using the Base
Prospectus accordingly."
Offer period: The Issuer's consent referred to above is given for Non-
exempt Offers of Notes during the period from and including 8
November 2016 to and including 21 November 2016 (the "Offer
Period").
Conditions to consent: The conditions to the Issuer's consent (in
addition to the conditions referred to above) are that such consent (a)
is only valid during the Offer Period; and (b) only extends to the use of
the Base Prospectus to make Non-exempt Offers of the relevant
Tranche of Notes in Luxembourg.
AN INVESTOR INTENDING TO PURCHASE OR PURCHASING
ANY NOTES IN A NON-EXEMPT OFFER FROM AN AUTHORISED
OFFEROR WILL DO SO, AND OFFERS AND SALES OF SUCH
NOTES TO AN INVESTOR BY SUCH AUTHORISED OFFEROR
WILL BE MADE, IN ACCORDANCE WITH THE TERMS AND
CONDITIONS OF THE OFFER IN PLACE BETWEEN SUCH
AUTHORISED OFFEROR AND SUCH INVESTOR INCLUDING
ARRANGEMENTS IN RELATION TO PRICE, ALLOCATIONS,
EXPENSES AND SETTLEMENT. THE RELEVANT INFORMATION
WILL BE PROVIDED BY THE AUTHORISED OFFEROR AT THE
TIME OF SUCH OFFFR.

Section B - Issuer

Element
Title
B.1 Legal and
commercial
name of the
Issuer
BNP Paribas ("BNPP" or the "Bank" or the "Issuer").
B.2 Domicile/ legal
form/
legislation/
country of
incorporation
The Issuer was incorporated in France as a société anonyme under
French law and licensed as a bank, having its head office at 16,
boulevard des Italiens - 75009 Paris, France.
B.4b Trend Macroeconomic environment.
information Macroeconomic and market conditions affect the Bank's results. The
nature of the Bank's business makes it particularly sensitive to
macroeconomic and market conditions in Europe, which have been at
times challenging and volatile in recent years.
In 2015, the global economic economic activity remained sluggish.
Activity slowed down in emerging countries, while a modest recovery
continued in developed countries. The global outlook is still impacted
by three major transitions: the dimished economic growth in China, the
fall in prices of energy and other commodities, and an initial tightening
of US monetary policy in a context of resilient internal recovery, while
the central banks of several major developed countries are continuing
to ease their monetary policies. For 2016, the IMF is forecasting the
progressive recovery of global economic activity 1 but with low growth
prospects on the medium term in developed and emerging countries.
In that context, two risks can be identified:
Financial instability due to the vulnerability of emerging countries
While the exposure of the BNP Paribas Group in emerging countries is
limited, the vulnerability of these economies may generate disruptions
in the global financial system that could affect the BNP Paribas Group
and potentially alter its results.
In numerous emerging economies, an increase in foreign currency
commitments was observed in 2015, while the levels of indebtedness
(both in foreign and local currencies) are already high. Moreover, the
prospects of a progressive hike in key rates in the United States (first
rate increase decided by the Federal Reserve in December 2015), as
well as heightened financial volatility linked to the concerns regarding
growth in emerging countries, have contributed to the stiffening of
external financial conditions, capital outflows, further currency
depreciations in numerous emerging countries and an increase in risks
for banks. This could lead to the downgrading of sovereign ratings.
Given the possible standardisation of risk premiums, there is a risk of
global market disruptions (rise in risk premiums, erosion of confidence,
decline in growth, postponement or slowdown in the harmonisation of
monetary policies, drop in market liquidity, problem with the valuation
of assets, shrinking of the credit offering, and chaotic de-leveraging)
that would affect all banking institutions.

$\overline{1}$

See: IMF - October 2015 Financial Stability Report, Advanced Countries and January 2016 update

Systemic risks related to economic conditions and market liquidity
The continuation of a situation with exceptionally low interest rates
could promote excessive risk-taking by certain financial players:
increase in the maturity of loans and assets held, less stringent loan
granting policies, increase in leverage financing.
Some players (insurance companies, pension funds, asset managers,
etc.) entail an increasingly systemic dimension and in the event of
market turbulence (linked for instance to a sudden rise in interest rates
and/or a sharp price correction) they may decide to unwind large
positions in an environment of relatively weak market liquidity.
Such liquidity pressure could be exacerbated by the recent increase in
the volume of assets under management placed with structures
investing in illiquid assets.
Laws and regulations applicable to financial institutions.
Recent and future changes in the laws and regulations applicable to
financial institutions may have a significant impact on the Bank.
Measures that were recently adopted or which are (or whose
application measures are) still in draft format, that have or are likely to
have an impact on the Bank notably include:
the structural reforms comprising the French banking law of 26
July 2013 requiring that banks create subsidiaries for or
segregate "speculative" proprietary operations from their
traditional retail banking activities, the "Volcker rule" in the US
which restricts proprietary transactions, sponsorship and
investment in private equity funds and hedge funds by US and
foreign banks, and expected potential changes in Europe;
regulations governing capital: CRD IV/CRR the international
standard for total loss-absorbing capacity ("TLAC") and the
Bank's designation as a financial institution that is of systemic
importance by the Financial Stability Board;
the European Single Supervisory Mechanism and
the
ordinance of 6 November 2014;
the Directive of 16 April 2014 related to deposit guarantee
schemes and its delegation and implementing decrees, the
Directive of 15 May 2014 establishing a Bank Recovery and
Resolution framework, the Single Resolution Mechanism
establishing the Single Resolution Council and the Single
Resolution Fund;
the U Final Rule by the US Federal Reserve imposing tighter
prudential rules on the US transactions of large foreign banks,
notably the obligation to create a separate intermediary
holding company in the US (capitalised and subject to
regulation) to house their US subsidiaries;
the new rules for the regulation of over-the-counter derivative
activities pursuant to Title VII of the Dodd-Frank Wall Street
Reform and Consumer Protection Act, notably margin
requirements for uncleared derivative products and the
derivatives of securities traded by swap dealers, major swap
participants, security-based swap dealers and major security-
based swap participants, and the rules of the US Securities
and Exchange Commission which require the registration of
banks and major swap participants active on derivatives
transactions; markets and transparency and reporting on derivative
the new MiFID and MiFIR, and European regulations
governing the clearing of certain over-the-counter derivative
products by centralised counterparties and the disclosure of
securities financing transactions to centralised bodies.
Cyber risk
In recent years, financial institutions have been impacted by a number
of cyber incidents, notably involving large-scale alterations of data
which compromise the quality of financial information. This risk
remains today and the Bank, like other banks, has taken measures to
implement systems to deal with cyber attacks that could destroy or
damage data and critical systems and hamper the smooth running of
its operations. Moreover, the regulatory and supervisory authorities
are taking initiatives to promote the exchange of information on cyber
security and cyber criminality in order to improve the security of
technological infrastructures and establish effective recovery plans
after a cyber incident.
B.5 Description of
the Group
BNPP is a European leading provider of banking and financial services
and has four domestic retail banking markets in Europe, namely in
Belgium, France, Italy and Luxembourg. It is present in 75 countries
and has more than 189,000 employees, including close to 147,000 in
Europe. BNPP is the parent company of the BNP Paribas Group
(together the "BNPP Group").
B.9 Profit forecast
or estimate
Not applicable, as there are no profit forecasts or estimates made in
respect of the Bank in the Base Prospectus to which this Summary
relates.
B.10 Audit report
qualifications
Not applicable, there are no qualifications in any audit report on the
historical financial information included in the Base Prospectus.
B.12 Selected historical key financial information:
Comparative Annual Financial Data - In millions of EUR
31/12/2015 31/12/2014*
(audited) (audited)
Revenues 42,938 39,168
Cost of risk (3,797) (3,705)
Net income, Group share 6,694 157
31/12/2015 31/12/2014*
Common equity Tier 1 Ratio
(Basel 3 fully loaded, CRD 4)
10.9% 10.3%
31/12/2015 31/12/2014*
(audited) (audited)
Total consolidated balance sheet 1,994,193 2,077,758
Consolidated Ioans and
receivables due from customers
682,497 657,403
Consolidated items due to
customers
700,309 641,549
Shareholders' equity (Group
share)
96,269 89,458
* Restated according to the IFRIC 21 interpretation.
Comparative Interim Financial Data for the six-month period ended 30 June 2016 -
In millions of EUR
1H16 1H15
(unaudited) (unaudited)
Revenues 22,166 22,144
Cost of Risk (1, 548) (1, 947)
Net income, Group share 4,374 4,203
30/06/2016 31/12/2015
Common equity Tier 1
ratio
(Basel 3 fully loaded, CRD4)
11.1% 10.9%
30/06/2016 31/12/2015
(unaudited) (audited)
Total consolidated balance sheet 2,171,989 1,994,193
Consolidated
loans
and
receivables due from customers
693,304 682,497
Consolidated
items
due
to
customers
725,596 700,309
Shareholders'
equity
(Group
share)
97,509 96,269
Comparative Interim Financial Data for the nine-month period ended 30 September
2016 - In millions of EUR
9M16
(unaudited)
9M15
(unaudited)
Revenues 32,755 32,489
Cost of Risk (2, 312) (2,829)
Net income, Group share 6,260 6,029
31/12/2015
30/09/2016
Common equity Tier 1
ratio
(Basel 3 fully loaded, CRD4)
11.4% 10.9%
30/09/2016 31/12/2015
Total consolidated balance sheet (unaudited)
2,173,877
(audited)
Consolidated
loans
and
receivables due from customers
690,082 1,994,193
682,497
Shareholders'
share)
equity (Group 98,711 96,269
Statements of no significant or material adverse change
There has been no significant change in the financial or trading position of the BNPP
Group since 30 June 2016 (being the end of the last financial period for which interim
financial statements have been published). There has been no material adverse change
in the prospects of BNPP or the BNPP Group since 31 December 2015 (being the end of
the last financial period for which audited financial statements have been published).
B.13 Events
impacting the
Issuer's
solvency
Not applicable, as at 3 November 2016 and to the best of the Issuer's
knowledge, there have not been any recent events which are to a
material extent relevant to the evaluation of the Issuer's solvency since
30 June 2016.
B.14
Dependence
Subject to the following paragraph, BNPP is not dependent upon other
upon other
members of the BNPP Group.
group entities In April 2004, BNP Paribas SA began outsourcing IT Infrastructure
Management Services to the BNP Paribas Partners for Innovation
(BP 2 I) joint venture set up with IBM France at the end of 2003. BP 2 I
provides IT Infrastructure Management Services for BNP Paribas SA
and several BNP Paribas subsidiaries in France (including BNP
Paribas Personal Finance, BP2S, and BNP Paribas Cardif),
Switzerland, and Italy. In mid-December 2011 BNP Paribas renewed
its agreement with IBM France for a period lasting until end-2017. At
the end of 2012, the parties entered into an agreement to gradually
extend this arrangement to BNP Paribas Fortis as from 2013.
BP 2 I is under the operational control of IBM France. BNP Paribas has
a strong influence over this entity, which is 50/50 owned with IBM
France. The BNP Paribas staff made available to BP 2 I make up half of
that entity's permanent staff, its buildings and processing centres are
the property of the Group, and the governance in place provides BNP
Paribas with the contractual right to monitor the entity and bring it back
into the Group if necessary.
Management for BNP Paribas Luxembourg. ISFS, a fully-owned IBM subsidiary, handles IT Infrastructure
BancWest's data processing operations are outsourced to Fidelity
Services. Cofinoga France's
Information
data
processing
outsourced to SDDC, a fully-owned IBM subsidiary.
See also Element B.5 above.
B.15 Principal
activities
BNP Paribas holds key positions in its two main businesses:
Retail Banking and Services, which includes:
Domestic Markets, comprising:
French Retail Banking (FRB),
retail banking, BNL banca commerciale (BNL bc), Italian
Belgian Retail Banking (BRB),
Luxembourg Retail Banking (LRB); Other Domestic Markets activities, including
International Financial Services, comprising:
Europe-Mediterranean,
BancWest:
Personal Finance;
Insurance
Wealth and Asset Management
Corporate and Institutional Banking (CIB), which includes:
Corporate Banking,
Global Markets,
Securities Services.
B.16 Controlling
Shareholders
None of the existing shareholders controls, either directly or indirectly,
BNPP. As at 31 December 2015, the main shareholders are Société
Fédérale de Participations et d'Investissement ("SFPI") a public-
interest société anonyme (public limited company) acting on behalf of
the Belgian government holding 10.2% of the share capital, BlackRock
Inc. holding 5.1% of the share capital and Grand Duchy of
Luxembourg holding 1.0% of the share capital.
To BNPP's
knowledge, no shareholder other than SFPI and BlackRock Inc. owns
more than 5% of its capital or voting rights.
B.17 Solicited credit
ratings
BNPP's long-term credit ratings are A with a stable outlook (Standard
& Poor's Credit Market Services France SAS), A1 with a stable outlook
(Moody's Investors Service Ltd.), A+ with a stable outlook (Fitch
France S.A.S.) and AA (low) with a stable outlook (DBRS Limited) and
BNPP's short-term credit ratings are A-1 (Standard & Poor's Credit
Market Services France SAS), P-1 (Moody's Investors Service Ltd.),
F1 (Fitch France S.A.S.) and R-1 (middle) (DBRS Limited).
The Notes have not been rated.
A security rating is not a recommendation to buy, sell or hold securities
and may be subject to suspension, reduction or withdrawal at any
time.

Section C - Notes

Element Title
C.1 Type and class
of Notes/ISIN
The Notes are issued in Series. The Series Number of the Notes is
17957. The Tranche number is 1.
The ISIN is: XS1509140270.
The Common Code is: 150914027.
The Notes are cash settled Notes.
C.2 Currency The currency of this Series of Notes is United States Dollars ("USD").
C.5 Restrictions on
free
transferability
The Notes will be freely transferable, subject to the offering and selling
restrictions in Subscription and Sale and under the Prospectus
Directive and the laws of any jurisdiction in which the relevant Notes
are offered or sold.
C.8 Rights attaching
to the Notes
Notes issued under the Programme will have terms and conditions
relating to, among other matters:
Status and Subordination (Ranking)
The Notes are Senior Notes.
Senior Notes constitute direct, unconditional,
unsecured
and
unsubordinated obligations of the Issuer and rank and will rank pari
passu among themselves and at least pari passu with all other direct,
unconditional, unsecured and unsubordinated indebtedness of the
Issuer (save for statutorily preferred exceptions).
Negative pledge
The terms of the Notes will not contain a negative pledge provision.
Events of Default
The terms of the Senior Notes will contain events of default including
non-payment, non-performance or non-observance of the Issuer's
obligations in respect of the Notes and the insolvency or winding up of
the Issuer.
Meetings
The terms of the Notes will contain provisions for calling meetings of
holders of such Notes to consider matters affecting their interests
These provisions permit defined majorities to bind all
generally.
holders, including holders who did not attend and vote at the relevant
meeting and holders who voted in a manner contrary to the majority.
Taxation
All payments in respect of Notes will be made without deduction for or
on account of withholding taxes imposed by France or any political
subdivision or any authority thereof or therein having power to tax
unless such deduction or withholding is required by law. In the event
that any such deduction is made, the Issuer will, save in certain limited
circumstances, be required to pay additional amounts to cover the
amounts so deducted.
Payments will be subject in all cases to (i) any fiscal or other laws and
regulations applicable thereto in the place of payment, but without
prejudice to the provisions of Condition 6 of the Terms and Conditions
of the English Law Notes and Condition 6 of the Terms and Conditions
of the French Law Notes, as the case may be, (ii) any withholding or
deduction
required pursuant to an agreement described in
Section 1471(b) of the U.S. Internal Revenue Code of 1986
(the "Code") or otherwise imposed pursuant to Sections 1471 through
1474 of the Code, any regulations or agreements thereunder, any
official interpretations thereof, or (without prejudice to the provisions of
Condition 6 of the Terms and Conditions of the English Law Notes and
Condition 6 of the Terms and Conditions of the French Law Notes, as
the case may be) any law implementing an intergovernmental
approach thereto, and (iii) any withholding or deduction required
pursuant to Section 871(m) of the Code.
Governing law
This Series of Notes is governed by English law.
C.9 Interest/Redemp
tion
Interest
The Notes bear interest from their date of issue at floating rates
calculated by reference to 3 month USD LIBOR. Interest will be paid
quarterly in arrear on 23 February, 23 May, 23 August and 23
November in each year, subject to adjustment for non-business days.
The first interest payment will be made on 23 February 2017.
Redemption
Unless previously redeemed, each Note will be redeemed on the
Maturity Date at par.
Representative of Noteholders
No representative of the Noteholders has been appointed by the
Issuer.
Please also refer to item C.8 above for rights attaching to the Notes.
C.10 Derivative
component in
the interest
payment
Not Applicable
C.11 Admission to
Trading
The Notes are not intended to be admitted to trading on any market.
C.15 How the value
of the
investment in
derivative
securities is
affected by the
value of the
underlying
assets
Not Applicable
C.16 Maturity The Maturity Date of the Notes is 23 November 2019.
C.17 Settlement This Series of Notes is cash settled.
Procedure The Issuer does not have the option to vary settlement.
C.18 Return on See Element C.8 above for the rights attaching to the Notes.
derivative
securities
See Element C.9 above for information on interest.
Final Redemption
Unless previously redeemed or purchased and cancelled, each Note
will be redeemed by the Issuer on the Maturity Date at par.
C.19 Final reference
price of the
Underlying
Not applicable, there is no final reference price of the Underlying.
C.20 Underlying Not applicable, there is no underlying.

Section D- Risks

Element Title
D.2 Key risks
regarding the
Issuer
Potential investors should have sufficient knowledge and experience in
capital markets transactions and should be able to correctly assess the
risks associated with Notes. Certain risk factors may affect the Issuer's
ability to fulfil its obligations under the Notes, some of which are
beyond its control. An investment in Notes presents certain risks that
should be taken into account before any investment decision is made.
In particular, the Issuer, together with the BNPP Group is exposed to
the risks associated with its activities, as described below:
Eleven main categories of risk are inherent in BNPP's activities:
(1)
Credit Risk - Credit risk is the potential that a bank borrower
or counterparty will fail to meet its obligations in accordance
with agreed terms. The probability of default and the expected
recovery on the loan or receivable in the event of default are
key components of the credit quality assessment;
(2)
Counterparty Credit Risk - Counterparty credit risk is the
credit risk embedded in payment or transactions between
counterparties. Those transactions include bilateral contracts
such as over-the-counter (OTC) derivatives contracts which
potentially expose the Bank to the risk of counterparty default,
as well as contracts settled through clearing houses.
The
amount of this risk may vary over time in line with changing
market parameters which then impacts the replacement value
of the relevant transactions or portfolio;
(3)
Securitisation - Securitisation means a transaction or scheme,
whereby the credit risk associated with an exposure or pool of
exposures is tranched, having the following characteristics:
payments made in the transaction or scheme are
dependent upon the performance of the exposure or
pool of exposures;
the
subordination
of tranches
determines
the
distribution of losses during the life of the risk transfer.
Any commitment (including derivatives and liquidity lines)
granted to a securitisation operation must be treated as a
securitisation exposure. Most of these commitments are held
in the prudential banking book;
(4)
Market Risk - Market risk is the risk of incurring a loss of value
due to adverse trends in market prices or parameters, whether
directly observable or not.
Observable market parameters include, but are not limited to,
exchange rates, prices of securities and commodities
(whether listed or obtained by reference to a similar asset),
prices of derivatives, and other parameters that can be
directly inferred from them, such as interest rates, credit
spreads, volatilities and implied correlations or other similar
parameters.
Non-observable factors are those based on working
assumptions such as parameters contained in models or
based on statistical or economic analyses, non-ascertainable
in the market.
In fixed income trading books, credit instruments are valued
on the basis of bond yields and credit spreads, which
represent market parameters in the same way as interest
rates or foreign exchange rates. The credit risk arising on the
issuer of the debt instrument is therefore a component of
market risk known as issuer risk.
Liquidity is an important component of market risk. In times
of limited or no liquidity, instruments or goods may not be
tradable or may not be tradable at their estimated value. This
may arise, for example, due to low transaction volumes, legal
restrictions or a strong imbalance between demand and
supply for certain assets.
The market risk related to banking activities encompasses the
risk of loss on equity holdings on the one hand, and the
interest rate and foreign exchange risks stemming from
banking intermediation activities on the other hand;
(5) Operational Risk - Operational risk is the risk of incurring a
loss due to inadequate or failed internal processes, or due to
external events, whether deliberate, accidental or natural
occurrences. Management of operational risk is based on an
analysis of the "cause $-$ event $-$ effect" chain.
Internal processes giving rise to operational risk may involve
employees and/or IT systems. External events include, but
are not limited to floods, fire, earthquakes and terrorist
Credit or market events such as default or
attacks.
fluctuations in value do not fall within the scope of operational
risk.
Operational risk encompasses fraud, human resources risks,
legal risks, non-compliance risks, tax risks, information
system risks, conduct risks (risks related to the provision of
inappropriate financial services), risk related to failures in
operating processes, including loan procedures or model
risks, as well as any potential financial implications resulting
from the management of reputation risks;
(6) Compliance and Reputation Risk - Compliance risk as defined
in French regulations as the risk of legal, administrative or
disciplinary sanctions, of significant financial
loss
or
reputational damage that a bank may suffer as a result of
failure to comply with national or European laws and
regulations, codes of conduct and standards of good practice
applicable to banking and financial activities, or instructions
given by an executive body, particularly in application of
guidelines issued by a supervisory body.
By definition, this risk is a sub-category of operational risk.
However, as certain implications of compliance risk involve
more than a purely financial loss and may actually damage
the institution's reputation, the Bank treats compliance risk
separately.
Reputation risk is the risk of damaging the trust placed in a
corporation by its customers, counterparties, suppliers,
employees,
shareholders, supervisors and any
other
stakeholder whose trust is an essential condition for the
corporation to carry out its day-to-day operations.
Reputation risk is primarily contingent on all the other risks
borne by the Bank
(7) Concentration Risk - Concentration risk and its corollary,
diversification effects, are embedded within each risk,
especially for credit, market and operational risks using the
correlation
parameters
taken
into
account
by
the
corresponding risk models.
It is assessed at consolidated Group level and at financial
conglomerate level;
(8) Banking Book Interest Rate Risk - Banking book interest rate
risk is the risk of incurring losses as a result of mismatches in
interest rates, maturities and nature between assets and
liabilities. For banking activities, this risk arises in non-trading
portfolios and primarily relates to global interest rate risk;
(9) Strategic and Business Risks - Strategic risk is the risk that
the Bank's share price may fall because of its strategic
decisions.
Business risk is the risk of incurring an operating loss due to a
change in the economic environment leading to a decline in
revenue coupled with insufficient cost-elasticity.
These two types of risk are, monitored by the Board of
directors;
(10) Liquidity Risk - In accordance with regulations, the liquidity
risk is defined as the risk that a bank will be unable to honour
its commitments or unwind or settle a position due to the
situation on the market or idiosyncratic factors, within a given
time frame and at a reasonable price or cost; and
(11) Insurance Underwriting Risk - Insurance underwriting risk
corresponds to the risk of a financial loss caused by an
adverse trend in insurance claims. Depending on the type of
insurance business (life, personal risk or annuities), this risk
may be statistical, macroeconomic or behavioural, or may be
related to public health issues or natural disasters. It is not the
main risk factor arising in the life insurance business, where
financial risks are predominant.
(a) Difficult market and economic conditions have had and may
continue to have a material adverse effect on the operating
environment for financial institutions and hence on BNPP's
financial condition, results of operations and cost of risk.
(b) Due to the geographic scope of its activities, BNPP may be
vulnerable
to
country
or
regional-specific
political,
macroeconomic and financial environments or circumstances.
(c) BNPP's access to and cost of funding could be adversely
affected by a resurgence of financial crises, worsening
economic conditions, rating downgrades, increases in credit
spreads or other factors.
(d) Significant interest rate changes could adversely affect
BNPP's revenues or profitability.
(e) The prolonged low interest rate environment carries inherent
systemic risks.
(f) The soundness and conduct of other financial institutions and
market participants could adversely affect BNPP.
(g) BNPP may incur significant losses on its trading and
investment activities due to market fluctuations and volatility.
(h) BNPP may generate lower revenues from brokerage and other
commission and fee-based
businesses
during
market
downturns.
(i) Protracted market declines can reduce liquidity in the markets,
making it harder to sell assets and possibly leading to material
losses.
(i) Laws and regulations adopted in response to the global
financial crisis may materially impact BNPP and the financial
and economic environment in which it operates.
(k) BNPP is subject to extensive and evolving regulatory regimes
in the jurisdictions in which it operates.
(1) BNPP may incur substantial fines and other administrative and
criminal penalties for non-compliance with applicable laws and
regulations.
(m) There are risks related to the implementation of BNPP's
strategic plan.
(n) BNPP may experience difficulties
integrating
acquired
companies and may be unable to realize the benefits expected
from its acquisitions.
(o) Intense competition by banking and non-banking operators
could adversely affect BNPP's revenues and profitability.
(p) A substantial increase in new provisions or a shortfall in the
level of previously recorded provisions could adversely affect
BNPP's results of operations and financial condition.
(q) BNPP's risk management policies, procedures and methods
may leave it exposed to unidentified or unanticipated risks,
which could lead to material losses.
(r) BNPP's hedging strategies may not prevent losses.
(s) Adjustments to the carrying value of BNPP's securities and
derivatives portfolios and BNPP's own debt could have an
impact on its net income and shareholders' equity.
(t) The expected changes in accounting principles relating to
financial instruments may have an impact on BNPP's balance
sheet and regulatory capital ratios and result in additional
costs.
(u)
BNPP's competitive position could be harmed if its reputation
is damaged.
(v)
An interruption in or a breach of BNPP's information systems
may result in material losses of client or customer information,
damage to BNPP's reputation and lead to financial losses.
(w)
Unforeseen external events may disrupt BNPP's operations
and cause substantial losses and additional costs.
D.3 Key risks
regarding the
Notes
In addition to the risks relating to the Issuer (including the default risk)
that may affect the Issuer's ability to fulfil its obligations under the
Notes, there are certain factors which are material for the purposes of
assessing the market risks associated with Notes issued under the
Programme, including:
Market Risks
the Notes are unsecured obligations;
Noteholder Risks
the Notes may have a minimum trading amount and if, following the
transfer of any Notes, a Noteholder holds fewer Notes than the
specified minimum trading amount, such Noteholder will not be
permitted to transfer their remaining Notes prior to redemption without
first purchasing enough additional Notes in order to hold the minimum
trading amount;
the meetings of Noteholders provisions permit defined majorities to
bind all Noteholders;
Issuer Risk
a reduction in the rating, if any, accorded to outstanding debt securities
of the Issuer by a credit rating agency could result in a reduction in the
trading value of the Notes;
certain conflicts of interest may arise (see Element E.4 below);
Legal Risks
the Notes may be redeemed in the case of illegality or impracticability
and such redemption may result in an investor not realising a return on
an investment in the Notes;
any judicial decision or change to an administrative practice or change
to English law or French law, as applicable, after the date of the Base
Prospectus could materially adversely impact the value of any Notes
affected by it;
Secondary Market Risks
an active secondary market may never be established or may be
illiquid and that this may adversely affect the value at which an
investor may sell its Notes (investors may suffer a partial or total loss
of the amount of their investment);
the trading market for Notes may be volatile and may be adversely
impacted by many events;
D.6 Risk warning In the event of the insolvency of the Issuer or if it is otherwise unable
or unwilling to repay the Notes when repayment falls due, an investor
may lose all or part of his investment in the Notes.

Section E - Offer

Element Title and the second control of the program
E.2b Reasons for the
offer and use of
proceeds
The net proceeds from the issue of the Notes will become part of the
general funds of the Issuer. Such proceeds may be used to maintain
positions in options or futures contracts or other hedging instruments.
E.3 Terms and
conditions of the
offer
This issue of Notes is being offered in a Non-Exempt Offer in
Luxembourg.
The issue price of the Notes is 100 per cent. of their nominal amount.
E.4 Interest of
natural and legal
persons
involved in the
issue/offer
Any Dealer and its affiliates may also 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. Other than as
mentioned above, so far as the Issuer is aware, no person involved in
the issue of the Notes has an interest material to the offer, including
conflicting interests.
E.7 Expenses
charged to the
investor by the
Issuer
No expenses are being charged to an investor by the Issuer.