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BNP Paribas — Capital/Financing Update 2017
Nov 22, 2017
1158_rns_2017-11-22_3cc591e3-c1c1-4e67-a52a-256ea4063301.pdf
Capital/Financing Update
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Final Terms dated 21 November 2017
BNP PARIBAS
(incorporated in France)
(the Issuer)
Issue of EUR 1,000,000,000 1.50 per cent. Senior Non Preferred Notes due 23 May 2028
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 2 August 2017 which received visa n° 17-415 from the Autorité des marchés financiers (the "AMF") on 2 August 2017 and the Supplement to the Base Prospectus dated 6 November 2017 which received visa n° 17-574 from the AMF on 6 November 2017 which together constitute a base prospectus (the "Base Prospectus"). This document constitutes the Final Terms of the Notes described herein and must be read in conjunction with the Base Prospectus. Full information on the Issuer and 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 Supplement 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, these Final Terms and the Supplement to the Base Prospectus are also available on the AMF website (www.amf-france.org). A copy of these Final Terms, the Base Prospectus and the Supplement 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: | 18480 |
|---|---|---|---|
| ---- | ----- | ---------------- | ------- |
- (ii) Tranche Number: 1
3. Specified Currency: EUR as defined in the definition of "Relevant Currency" in Condition 4 (Payments, Physical Delivery and Exchange of Talons)
- 4. Aggregate Nominal Amount:
- (i) Series: EUR 1,000,000,000
- (ii) Tranche: EUR 1,000,000,000
- 5. Issue Price of Tranche: 99.589 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.
EUR 1,000
23 November 2017
Not applicable
| (ii) | Calculation Amount | ||
|---|---|---|---|
| (Applicable to Notes in | |||
| definitive form): | |||
- 8. (i) Issue Date and Interest Commencement Date:
- (ii) Interest Commencement Date (if different from the Issue Date):
- 9. (i) Maturity Date: 23 May 2028
- (ii) Business Day Convention for Maturity Date: Not applicable
- 10. Form of Notes: Bearer
| 11. | Interest Basis: | 1.50 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 Non Preferred Notes |
| MREL/TLAC Criteria Event: Not applicable | ||
| 18. | Knock-in Event: | Not applicable |
| 19. | Knock-out Event: | Not applicable |
| 20. | Method of distribution: | Syndicated |
| 21. | Hybrid Securities: | Not applicable |
| 22. | Tax Gross-Up: | Condition 6(d) (No Gross-Up) of the Terms and Conditions of the English Law Notes not applicable |
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
| 23. | Interest: | Applicable | ||
|---|---|---|---|---|
| (i) | Interest Periods: | From and including the Interest Commencement Date to but excluding the Interest Payment Date falling on 23 May 2018 (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: | 23 May in each year from and including 23 May 2018 to and including the Maturity Date |
||
| (iii) | Business Day Convention for Interest Period End Dates: |
Not applicable | ||
| (iv) | Interest Payment Dates: | 23 May in each year from and including 23 May 2018 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 Amounts (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: | 23 May in each year | ||
| (xii) | Accrual to Redemption: | Applicable | |
|---|---|---|---|
| (xiii) | Rate of Interest: | Fixed Rate | |
| (xiv) | Coupon Rate: (Include one or more of the following if applicable) |
Not applicable | |
| 24. | Fixed Rate Provisions: | Applicable | |
| (i) | Fixed Rate of Interest: | 1.50 per cent. per annum payable annually in arrear on each Interest Payment Date |
|
| (ii) | Fixed Coupon Amount: | EUR 15.00 per Calculation Amount, except in respect of the first Interest Period |
|
| (iii) | Broken Amount: | EUR 7.44 per Calculation Amount, payable on the Interest Payment Date falling on 23 May 2018 for the period from and including the Interest Commencement Date to but excluding 23 May 2018. |
|
| (iv) | Resettable Notes: | Not applicable | |
| 25. | Floating Rate Provisions: | Not applicable | |
| 26. | Screen Rate Determination: | Not applicable | |
| 27. | ISDA Determination: | Not applicable | |
| 28. | FBF Determination: | Not applicable | |
| 29. | Zero Coupon Provisions: | Not applicable | |
| 30. | Index Linked Interest Provisions: | Not applicable | |
| 31. | Share Linked Interest Provisions: | Not applicable | |
| 32. | Inflation Linked Interest Provisions: | Not applicable | |
| 33. | Commodity Linked Interest Provisions: |
Not applicable | |
| 34. | Fund Linked Interest Provisions: | Not applicable | |
| 35. | ETI Linked Interest Provisions: | Not applicable | |
| 36. | Foreign Exchange (FX) Rate Linked Interest Provisions: |
Not applicable | |
| 37. | Underlying Interest Rate Linked Interest Provisions: |
Not applicable | |
| 38. | Additional Conditions Terms |
Business Centre(s) (Condition 3(e) of the Terms and of the English Law Notes and Condition 3(e) of the and Conditions of the French Law Notes): |
Not applicable |
| PROVISIONS RELATING TO REDEMPTION | |||
| 39. | Final Redemption Amount: | Calculation Amount x 100 per cent. | |
| 40. | Final Payout: | Not applicable | |
| 41. | Automatic Early Redemption: | Not applicable | |
| 42. | Issuer Call Option: | Not applicable |
43. Noteholder Put Option: Not applicable
| 44. | Aggregation: | Not applicable | ||
|---|---|---|---|---|
| 45. | Index Linked Redemption Amount: | Not applicable | ||
| 46. | Share Linked Redemption Amount: | Not applicable | ||
| 47. | Inflation Linked Redemption Amount: |
Not applicable | ||
| 48. | Amount: | Commodity Linked Redemption | Not applicable | |
| 49. | Fund Linked Redemption Amount: | Not applicable | ||
| 50. | Credit Linked Notes: | Not applicable | ||
| 51. | ETI Linked Redemption Amount: | Not applicable | ||
| 52. | Foreign | Exchange (FX) Rate Linked Redemption Amount: |
Not applicable | |
| 53. | Underlying Interest Rate Linked Redemption Amount: |
Not applicable | ||
| 54. | Early Redemption Amount: | Calculation Amount Percentage: Calculation Amount x 100 per cent. |
||
| 55. | Delivery: | Provisions applicable to Physical | Not applicable | |
| 56. | 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 | ||
| 57. | CNY Payment Disruption Event: | Not applicable | ||
| GENERAL PROVISIONS APPLICABLE TO THE NOTES | ||||
| 58. | 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. |
||||
| 59. | Financial Centre(s) or other special provisions relating to Payment Days for the purposes of Condition 4(a): |
Not applicable | ||
| 60. | Identification Holders: |
information of |
Not applicable | |
| 61. | Talons Receipts definitive |
for future Coupons or to be attached to Notes (and dates on which such Talons mature): |
No | |
| 62. | Details | relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to |
Not applicable |
be made and, if different from those specified in the Temporary Bearer Global Note or Permanent Bearer Global Note, consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:
- 63. Details relating to Notes redeemable in instalments: amount of each instalment, date on which each payment is to be made: Not applicable
- 64. Redenomination, renominalisation and reconventioning provisions: Not applicable
- 65. Masse (Condition 12 of the Terms and Conditions of the French Law Notes): Not applicable
66. Governing law: English law. Condition 2(a) is governed by French law.
67. Calculation Agent: Not applicable
DISTRIBUTION
68. (i) If syndicated, names of Managers (specifying Lead Manager): Lead Manager: BNP Paribas (EUR 700,000,000) Joint Lead Managers: Banca IMI S.p.A KBC Bank NV Nordea Bank AB (publ) Raiffeisen Bank International AG Swedbank AB (publ) (EUR 50,000,000 each) Co-Managers: Banca Akros S.p.A – Gruppo Banco BPM Bankia SA Belfius Bank NV/SA OP Corporate Bank plc Svenska Handelsbanken AB (publ) (EUR 10,000,000 each) (ii) Stabilisation Manager (if any): BNP Paribas (iii) If non-syndicated, name of relevant Dealer: Not applicable 69. U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D
70. Non Exempt Offer: Not applicable
71. United States Tax Considerations The Notes are not Specified Securities for the purpose
PART B – OTHER INFORMATION
1. Listing and Admission to trading
- (i) Listing and admission to trading: Application has been made by the Issuer (or on its behalf) for the Notes to be listed on Euronext Paris with effect from 23 November 2017.
- (ii) Estimate of total expenses related to admission to trading: EUR 10,075 including AMF fees
2. Ratings
Ratings: The Notes to be issued are expected to be rated Baa1 by Moody's Investors Service Ltd. ("Moody's"), A- by S&P Global Ratings, acting through Standard & Poor's Credit Market Services France SAS ("S&P"), A+ by Fitch France S.A.S. ("Fitch France") and A (high) by DBRS Ratings Limited ("DBRS Limited").
Obligations rated Baa by Moody's are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category.
As defined by S&P, an A- rating means that the Issuer's capacity to meet its financial commitment under the Notes is still strong. The minus (-) sign shows the relative standing within the 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 A rating means that the Issuer's capacity for the payment of financial obligations is considered substantial. Such capacity may be vulnerable to future events, but qualifying negative factors are considered manageable.
Each of Moody's, S&P, 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. Yield
Indication of yield: 1.543 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. Operational Information
(i) ISIN: XS1722801708
(ii) Common Code: 172280170
Not applicable
- (iii) Any clearing system(s) other than Euroclear and Clearstream, Luxembourg approved by the Issuer and the Principal Paying Agent and the relevant identification number(s):
- (iv) Delivery: Delivery against payment
- (v) Additional Paying Agent(s) (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 Registration Agent:
Not applicable