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BNP Paribas — Capital/Financing Update 2016
Apr 11, 2016
1158_rns_2016-04-11_2606e483-50ec-429a-876d-6cbd5b4b559f.pdf
Capital/Financing Update
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Final Terms dated 8 April 2016
BNP PARIBAS
(incorporated in France)
(the Issuer)
Issue of EUR 750,000,000 0.750 per cent. Notes due 11 November 2022 (the "Notes") 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 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.
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 9 June 2015 which received visa n° 15-263 from the Autorité des marchés financiers ("AMF") on 9 June 2015 and the Supplements to the Base Prospectus dated 6 August 2015, 10 November 2015, 29 December 2015, 15 February 2016 and 18 March 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 JF Kennedy, L-2085 Luxembourg and (save in respect of the Final Terms) on the Issuer's website (www.invest.bnpparibas.com). The Base Prospectus, these Final Terms and the Supplements to the Base Prospectus will also be available on the AMF website (www.amffrance.org). A copy of these Final Terms and 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.
| 1. | Issuer: | BNP Paribas | ||
|---|---|---|---|---|
| 2. | (i) | Series Number: | 17654 | |
| (ii) | Tranche Number: | 1 | ||
| 3. | Specified Currency: | Euro ("EUR") | ||
| 4. | Aggregate Nominal Amount: | |||
| (i) | Series: | EUR 750,000,000 | ||
| (ii) | Tranche: | EUR 750,000,000 | ||
| 5. | Issue Price of Tranche: | 99.924 per cent. of the Aggregate Nominal Amount | ||
| 6. | Minimum Trading Size: | Not applicable | ||
| 7. | (i) | Specified Denominations: | EUR 100,000 and integral multiples of EUR 1,000 in excess thereof up to and including EUR 199,000. No Notes in definitive form will be issued with a denomination above EUR 199,000. |
|
| (ii) | Calculation Amount: | EUR 1,000 | ||
| 8. | (i) | Issue Date and Interest Commencement Date: |
12 April 2016 | |
| (ii) | Interest Commencement Date (if different from the Issue Date): |
Not applicable | ||
| 9. | Maturity Date: | 11 November 2022 | ||
| 10. | Form of Notes: | Bearer | ||
| 11. | Interest Basis: | 0.750 per cent. per annum Fixed 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: | Syndicated | |
| 21. | Hybrid Securities: | Not applicable | |
| 22. | Interest: | Applicable | |
| (i) | Interest Periods: | From and including the Interest Commencement Date to but excluding the Interest Payment Date falling on 11 November 2016 (being a short first Interest Period). Thereafter from and including each Interest Payment Date to but excluding the following Interest Payment Date up to the Maturity Date. |
|
| (ii) | Interest Period End Dates: | 11 November in each year from and including 11 November 2016 to and including the Maturity Date |
|
| (iii) | Business Day Convention for Interest Period End Dates: |
Not applicable | |
| (iv) | Interest Payment Dates: | 11 November in each year from and including 11 November 2016 to and including the Maturity Date |
|
| (v) | Business Day Convention for Interest Payment Dates: |
Following | |
| (vi) | Party responsible for calculating the Rate of Interest and Interest Amount (if not the Calculation Agent): |
Not applicable | |
| (vii) | Margin: | Not applicable | |
| (viii) | Minimum Interest Rate: | Not applicable | |
| (ix) | Maximum Interest Rate: | Not applicable | |
| (x) | Day Count Fraction: | Actual/Actual (ICMA) | |
| (xi) | Determination Dates: | 11 November in each year | |
| (xii) | Accrual to Redemption: | Applicable | |
| (xiii) | Rate of Interest: | Fixed Rate | |
| (xiv) | Coupon Rate: | Not applicable | |
| 23. | Fixed Rate Provisions: | Applicable | |
| (i) | Fixed Rate of Interest: | 0.750 per cent. per annum payable annually in arrear on each Interest Payment Date |
|
| (ii) | Fixed Coupon Amount: | EUR 7.50 per Calculation Amount, except in respect of the first Interest Period. |
|
| (iii) | Broken Amount: | EUR 4.36 per Calculation Amount, payable on the Interest Payment Date falling on 11 November 2016 for the period from and including the Interest Commencement Date to but excluding 11 November |
| 2016. | |||
|---|---|---|---|
| (iv) | Resettable Notes: | Not applicable | |
| 24. | Floating Rate Provisions: | Not applicable | |
| 25. | Screen Rate Determination: | Not applicable | |
| 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. | Commodity Linked Interest Provisions: |
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 Centres (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): |
Not applicable |
| 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. | Inflation Linked Redemption Amount: |
Not applicable | |
| 47. | Amount: | Commodity Linked Redemption | Not applicable |
| 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: | Calculation Amount x 100 per cent. | |||
|---|---|---|---|---|---|
| 54. | Provisions applicable to Physical Delivery: |
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: | Yes | ||||
| 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 Centres or other special provisions relating to Payment Days for the purposes of Condition 4(a): |
Not applicable | |||
| 59. | Identification information of Holders: | Not applicable | |||
| 60. | Talons for future Coupons Receipts to be attached to definitive Notes (and dates on which such Talons mature): |
or No |
|||
| 61. | Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and, if different from those specified in the Temporary Global Note, consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: |
Not applicable | |||
| 62. | Details relating to Notes redeemable in instalments: amount of each instalment, date on which each payment is to be made: |
Not applicable | |||
| 63. | Redenomination, renominalisation Not applicable and reconventioning provisions: |
||||
| 64. | Masse (Condition 12 of the Terms and Conditions of the French Law Notes): |
Not applicable | |||
| 65. | Governing law: | English law | |||
| 66. | Calculation Agent: | Not applicable | |||
| DISTRIBUTION | |||||
| 67. | (i) If syndicated, names |
of Joint Lead Managers: |
| Managers and underwriting commitments/ quotas |
BNP Paribas UK Limited | ||
|---|---|---|---|
| (material features) (specifying Lead Manager): |
EUR 64,200,000 | ||
| Commerzbank Aktiengesellschaft | |||
| DZ BANK AG Deutsche Zentral Genossenschaftsbank, Frankfurt am Main |
|||
| HSH Nordbank AG | |||
| Landesbank Baden-Württemberg | |||
| Landesbank Hessen-Thüringen Girozentrale | |||
| Norddeutsche Landesbank-Girozentrale | |||
| EUR 114,300,000 each | |||
| (ii) | Stablisation Manager (if any): |
BNP Paribas UK Limited | |
| (iii) | If non-syndicated, name of relevant Dealer: |
Not applicable | |
| 68. | U.S. Selling Restrictions: | Reg. S Compliance Category 2; TEFRA D | |
| 69. | Non exempt Offer: | Not applicable |
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of the Issuer:
By: [VERONIQUE FLOXOLI] Duly authorised
PART B – OTHER INFORMATION
1. Listing and Admission to trading
- (i) Listing and admission to trading:
- (ii) Estimate of total expenses related to admission to trading:
2. Ratings
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 12 April 2016.
EUR 9,600
Ratings: The Notes to be issued are expected to be rated A1 by Moody's Investors Service Ltd. ("Moody's"), A by Standard & Poor's Credit Market Services ("Standard & Poor's"), A+ by Fitch France S.A.S. ("Fitch France") and AAL by DBRS Ratings Limited ("DBRS Limited").
As defined by Standard & Poor's, an A rating means that the Issuer's capacity to meet its financial commitment under the Notes is still strong.
Obligations rated A1 by Moody's are judged to be of high quality and are subject to very low credit risk. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category.
As defined by Fitch France an A+ rating denotes a very low expectation of credit risk. It indicates a very strong capacity for timely payment of financial commitments. Such capacity is not significantly vulnerable to foreseeable events.
As defined by DBRS Limited, an AAL rating means that the Issuer's capacity for the payment of financial obligations is considered high. Such capacity is unlikely to be significantly vulnerable to future events.
Each of Moody's, Standard & Poor's, Fitch France and DBRS Limited is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended).
3. Interests of Natural and Legal Persons Involved in the Issue
Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
4. Fixed Rate Notes only – Yield
Indication of yield: 0.762 per cent. per annum
As set out above, the yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield
5. Performance of Index/ Share/ Commodity/ Inflation/ Foreign Exchange Rate/ Fund/ Reference Entity/ Entities/ ETI Interest/ Underlying Interest Rate and Other Information concerning the Underlying Reference
Not applicable
6. OPERATIONAL INFORMATION
- (i) ISIN: XS1394103789
- (ii) Common Code: 139410378
- (iii) Any clearing systems other than Euroclear and Clearstream, Luxembourg approved by the Issuer and the Principal Paying Agent and the relevant identification numbers: Not applicable
- (iv) Delivery: Delivery against payment
- (v) Additional Paying Agents (if any):
- (vi) 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 ICSDs as common safekeeper 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 Eurosystem eligibility criteria have been met.
Not applicable
- (vii) Name and address of Not applicable
- Registration Agent:
- 7. Public Offers Not applicable
- 8. Placing and Underwriting Not applicable